Dear Members
As you know very well that the Company was in Corporate Insolvency Resolution Process (CIRP) during the financial year 2023-24, so that in relation to compliance of the Insolvency & Bankruptcy Code, 2016 (Code), all the power of the Board of Directors of the Company are suspended and vested with Resolution Professional (RP) appointed by Hon'ble NCLT, Chandigarh Bench as the Adjudicating Authority (AA/ Hon'ble NCLT, Chandigarh Bench) on 21.12.2021. Pursuant to the process of Request for Resolution Plan (RFRP), Bazel International Limited emerged as the Successful Resolution Applicant (SRA), which was granted the approval of the AA vide its order dated 01.07.2024 and recently appointed Board is presenting the 35th Director Report of the Company.
FINANCIAL PERFORMANCE
The standalone financial statements for the financial year ended March 31, 2024, forming part of this Annual Report, have been prepared in accordance with Companies Act, 2013 ("the Act") ) and the relevant rules issued thereunder, the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements), Regulations, 2015 ("SEBI Listing Regulations") and applicable Indian Accounting Standards.
(Rs. in Hundred)
Particulars
Total Income of the company
Profit/(loss) before Exceptional items and Tax
Expense
Profit /(loss) before Tax Expense
Profit/(loss) for the year (1)
Total Comprehensive Income (1+2)
Proceedings of Liquidation Under the Insolvency Bankruptcy Code, 2016(IBC) read with Insolvency and Bankruptcy Board of India (IBBI)(Liquidation Process) Regulations 2016:-
? S R Industries Limited (the Company) was registered under The Corporate Insolvency Resolution Process (CIRP) and initiated by the Adjudicating Authority (AA/ Hon'ble
NCLT, Chandigarh Bench) on 21.12.2021. Pursuant to the process of Request for Resolution Plan (RFRP), Bazel International Limited(BIL) emerged as the Successful Resolution Applicant (SRA), which was granted the approval of the AA vide its order dated 01.07.2024. ? As on date, the Company has rehabilitated from CIRP and new management has taken the charge over the Company. BIL along with its associates has paid full amount as proposed in the plan. NCLT has passed order dated 1st July, 2024. ? Pursuant to abovementioned NCLT order New Directors have been appointed on the Board and ? Structuring of new shareholders is under process for which coordination with RP, RTA, CDSL and NSDL is undergoing.
? Post-CIRP shareholding pattern
Category of
No of fully paid-up equityShareholding as a
Shareholder
Promoter & Promoter
Group
Public
Total
? Pursuant to the approval of Resolution plan, the SRA will infuse an amount of INR 11.70 Crore (Indian Rupees One Crore Only) for the purpose of acquiring 1,88,81,788 (One Crore Eighty Eight Lakh Eighty One Thousand Seven Hundred Eighty Eight) equity shares in the Corporate Debtor. All existing Preference and equity shares other than 1,88,81,788 equity share held by promoters and 7,91,712 equity share held by Public (i.e. issued and paid up shares as on the date of approval of Resolution Plan) of the company (S R Industrial Limited) shall stand canceled, extinguished and annulled. After changing in the Capital structuring, Corporate Debtor (SRA) will become the subsidiary of the BIL.
? Further after the approval of resolution plan, the Paid-up 14,60,000 Preference Share of Rs. 100/- each shall be cease to be members of the Corporate Debtor and all their existing shareholding will be extinguished and annulled.
COMPANY OVERVIEW
S R Industries Ltd (SRIL) is currently navigating a challenging scenario, wherein the company's performance has been adversely impacted by a liquidity crunch. Pursuant to an order dated December 21, 2021, from the National Company Law Tribunal, Chandigarh Bench (Order No. CP
(IB) No. 198/Chd/Pb/2018), the company is undergoing the Corporate Insolvency Resolution Process (CIRP). As a result, Shri Rajender Kumar Jain, Insolvency Professional (IP), has been appointed as the Interim Resolution Professional and subsequently confirmed as the Resolution Professional. Presently, the CIRP process is still pending, and the IP has taken over the management and operations of the company. Consequently, all the powers of the Board of Directors of SRIL are suspended, and all powers are vested with the Resolution Professional. During the year 23-24 there were no any business activity in the Company.
RESULTS OF OPERATIONS AND
STATE OF COMPANY'S AFFAIRS
Due to CIRP proceeding, there is no business activity during the year 2023-24.
RESERVES
During the financial year 2023-24, there is no profit to transfer to the reserve, so that during the year loss transferred to the reserve.
CASH AND EQUIVALENTS
As on March 31, 2024, the Company is having cash and cash equivalents balance of Rs. 3.30 lakhs as at March 31, 2024.
NETWORTH OF THE COMPANY
As on March 31, 2024, the Company is not engaged in any business activity and the Net worth of the Company is in negative position.
DIVIDEND
Due to the non-functioning of the Company, the management after considering holistically the relevant circumstances and keeping in view the Company's financial position has decided that not to recommend any dividend for financial year 2023-2024.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There are following material changes and commitments affecting financial position between the end of financial year and date of this report:
? Hon'ble NCLT Chandigarh has passed the order dated 1st July, 2024; resolution plan was approved pursuant to that new Board is duly appointed. ? Restructuring of Share Capital as per the Approved Resolution Plan is under the process. ? Rs. 11,70,00,000/- fresh funds were infused by Resolution Applicant.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
There is no change in the nature of business of your Company during the year under review.
CHANGES IN CAPITAL STRUCTURE
During the period under review, no change has taken place with regard to capital structure of the Company.
Details of share capital of the Company as on March 31, 2024 is as under:
Paid- up Share Capital
As on March 31, 2024, Issued, Subscribed and Paid-up Capital of the Company is Rs. 19,64,57,000/- divided into 1,96,45,700 Equity Shares of Rs. 10/- (Rupees Ten Only) each.
The Company's equity shares are listed on
BSE Limited.
HOLDING, SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
The Company does not have any subsidiaries or associate company as on March 31, 2024, so there is no requirement of statement in
Form: AOC-1, under section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014. SR Industries Limited underwent a Corporate Insolvency Resolution Process (CIRP) pursuant to the order of the Hon'ble National Company Law Tribunal (NCLT), Chandigarh Bench, dated December 21, 2021. Following the successful completion of the CIRP process, Bazel International Limited emerged as the Successful Resolution Applicant (SRA). Consequently, with the approval of the Resolution Plan, SR Industries Limited has become a subsidiary of Bazel International Limited, effective from the date of approval of the Resolution Plan. As a result, the management and control of SR Industries Limited have been vested with Bazel International Limited, which will oversee the company's operations and strategic direction. The acquisition is expected to bring in new opportunities and growth prospects for SR Industries Limited.
RELATED PARTY TRANSACTIONS
During the year there is no related Party Transaction (RPTs), AOC-2, not required to attached herewith.
DIRECTORS' RESPONSIBILITY
STATEMENT
Pursuant to the requirements of clause (c) of sub-section (3) of Section 134 of the Act, the Board of Directors of your Company confirms that:
a. In the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed and there are no material departures from the same; b. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2024 and of the profit of the company for the year ended on that date; c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d. The annual accounts prepared and signed by the Auditors and Resolution Professional of the Company on a going concern basis; e. The Directors had laid down the internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; f. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
INTERNAL FINANCIAL CONTROLS
During the year, the Company was in CIRP process and the all the managerial powers are vested with RP, the RP was managing the internal financial control and previous Board of the Company has in place adequate internal financial controls with reference to financial statements. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding of its assets, the prevention of and detection of fraud and errors, the accuracy & completeness of the accounting records and the timely preparation of reliable financial disclosures.
DIRECTOR AND KEY MANAGEMENT PERSONNEL ("KMP")
Due to the Corporate Insolvency Resolution Process (CIRP) under the provisions of the Insolvency and Bankruptcy Code, 2016 (IBC Code) was initiated against S R Industries Limited (the Company) by the Adjudicating Authority (Hon'ble NCLT, Chandigarh Bench) on December 21, 2021. Pursuant to the Request for Resolution Plan (RFRP) process, Bazel International Limited emerged as the Successful Resolution Applicant (SRA) and was granted approval by the Adjudicating Authority vide its order dated July 1, 2024. After the following the completion of the CIRP process, the newly appointed Board of Directors of the Company is in the process of taking control over the affairs of the Company. The Monitoring Committee appointed Mr. Pankaj Dawar (DIN: 06479649) as additional Director and Mr. Manish Kumar Gupta (DIN: 05331936) as additional Director w.e.f. September 18, 2024 and in furtherance of this the Board of Directors meeting held on November 22, 2024 appointed Mr. Sanjeev Kumar Sapra (DIN: 10842495) as Additional Director (Non-executive Independent Director), Mrs. Deepti Datta (DIN: 10842930) as a Non-Executive Woman Independent Director and Mr. Deepak Logani, (DIN: 10842487) as a Non-Executive Independent Director, Mr. Shivam Sharma (M. No.: A42083) as Company Secretary & Compliance Officer and also proposed to appoint Mr. Manish Kumar Gupta as CFO and change in designation of Mr. Pakaj Dawar and appointed as Additional Director (Managing Director) of the Company w.e.f. November 22, 2024.
BOARD DIVERSITY
Due to the CIRP proceeding, the Board of the Company has been suspended and the Hon'ble
NCLT appointed RP for manage the Company, so that the related provisions are not applicable on the Company during the year.
FAMILIARISATION PROGRAMEE
DETAILS OF BOARD MEETINGS
Due to the Corporate Insolvency Resolution Process (CIRP) under the provisions of the Insolvency and Bankruptcy Code, 2016 (IBC Code) was initiated against S R Industries Limited (the Company) by the Adjudicating Authority (Hon'ble NCLT, Chandigarh Bench) on December 21, 2021. Pursuant to the Request for Resolution Plan (RFRP) process, Bazel International Limited emerged as the Successful Resolution Applicant (SRA) and was granted approval by the Adjudicating Authority vide its order dated July 1, 2024. After the following the completion of the CIRP process, the newly appointed Board of Directors of the Company is in the process of taking control over the affairs of the Company.
COMMITTEES OF THE BOARD
As on March 31, 2024, the Board had all Statutory Committees i.e. the Audit Committee, the Nomination & Remuneration Committee and the Stakeholders Relationship Committee. The Committees consists of balanced majority of Independent Directors in the committee. The details are available in the Corporate Governance Report forming part of this Annual Report.
During the financial year 2023-2024, due to CIRP proceeding no committee meeting held.
DECLARATION BY INDEPENDENT DIRECTORS
BOARD EVALUATION
OUTCOME OF EVALUATION PROCESS
REMUNERATION POLICY
There was no change carried out in the policy during the year under review.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
NCLT appointed RP for manage the Company, so that the related provisions was not applicable on the Company during the year.
CORPORATE SOCIAL RESPONSIBILITY
During the year, provisions of this section is not applicable on the Company.
RISK MANAGEMENT POLICY
NCLT appointed for manage the Company, so that the related provisions was not applicable on the Company during the year.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
The Company does not fall under the purview of the disclosure of Business Responsibility and Sustainability Report under the Regulation 34 (2)(f) of SEBI Listing Regulations.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT U/S 186
Details of loans, guarantees and investments covered under Section 186 of the Act including purpose thereof form part of the notes to the financial statements provided in this Annual Report.
ANNUAL RETURN
In accordance with the provisions of Section 92(3) and 134 (3)(a) of the Act, as the information provided by the RP has the uploaded the Annual Return of the Company is available on the website of the Company.
STATUTORY AUDITORS
Pursuant to provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, read with Insolvency and Bankruptcy Code, 2016, RP appointed Mr. M/s Krishan Rakesh & Co., Chartered Accountants (Firm Registration No.: 009088N, Peer Review Certificate No.: 016602) for audit the financial 2023-24 of the Company and the Board took note the same, in furtherance of this Board of Directors of the Company proposed to appoint M/s Krishan Rakesh & Co., Chartered Accountants (Firm Registration No.: 009088N, Peer Review Certificate No.:
016602), be and is hereby appointed as Statutory Auditor of the Company for a term of 5 (five) consecutive years from financials year 2024-2025 till the conclusion of the 38th Annual General Meeting to be held in the year 2029.
REPORTING OF FRAUD BY AUDITORS
During the year, under section 143(12) of the Act, neither the Internal Auditors, Statutory Auditors nor Secretarial Auditors have reported to the Audit Committee or the Board of the Company any fraud by its officers or employees and therefore no details are required to be disclosed under Section 134(3) (ca) of the Act.
COST AUDITORS AND COST AUDIT REPORT
During the year 2023-24, there is no requirement to appoint Cost Auditor.
SECRETARIAL AUDITORS
Pursuant to the applicable provisions of the Act, the RP has appointed M/s Meenu G. and Associates, Practicing Company Secretaries as secretarial auditor of the Company of the Company to conduct the audit of the secretarial records for the financial year ending March 31, 2024 and report annexed herewith.
INTERNAL AUDITOR
During the year 2022-23, as the Company was under CIRP and accordingly no Internal Auditor was appointed during the said period.
For upcoming financial years, the Company is under the process of appointment of Internal Auditor of the company.
HUMAN RESOURCES
The Management recognises that people are a key resource and endeavours to enable its employees to deliver on business requirements while meeting their personal and professional aspirations. The Human resources plays a pivotal role in enabling smooth implementation of key strategic decisions. The Management aims at providing an environment where continuous learning takes place to meet the changing demands and priorities of the business including emerging businesses. Due to the CIRP proceeding, the Board of the Company has been suspended and the Hon'ble NCLT appointed RP for manage the Company, so that the related provisions was not applicable on the Company during the year.
CORPORATE GOVERNANCE
A separate report on corporate governance, along with a certificate from the Practicing Company Secretary regarding the compliance of conditions of corporate governance norms as stipulated under SEBI Listing Regulations is annexed and forms part of the Annual Report.
All Board members and Senior Management Personnel have affirmed in writing their compliance with and adherence to the code of conduct adopted by the Company for FY24.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis on matters related to the business performance as stipulated in the SEBI Listing Regulations is given as a separate section in the Annual Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS/OUTGO
The particulars as prescribed under Subsection (3)(m) of Section 134 of the Act read with the Companies (Accounts) Rules, 2014 are enclosed as Annexure-A to the Board's Report.
PARTICULARS OF EMPLOYEES
Due to the CIRP proceeding, the Board of the Company has been suspended and the Hon'ble NCLT appointed RP for manage the Company, so that the related provisions was not applicable on the Company during the year.
COMMODITY PRICE RISK OR FOREIGN EXCHANGE RISK AND HEDGING ACTIVITIES
Your Company does not have material exposure of any commodity or foreign exchange and accordingly, no hedging activities for the same are carried out. Therefore, there is no disclosure to offer in terms of SEBI circular no. SEBI/HO/CFD/CMD1/CIR/P/2018/0000000 141 dated 15th November, 2018.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL), ACT 2013
Your Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
& Redressal) Act, 2013. Internal Complaints Committee has been set up as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, inter-alia, to redress complaints received regarding sexual harassment. All employees (permanent, Contractual, temporary, trainees) are covered under this policy. The Company has not received any sexual harassment complaints during the year 2023-24 and hence no complaint is outstanding as on March 31, 2024.
ISSUE OF COMPULSORY CONVERTIBLE DEBENTURE The Board of Directors of the Company proposed to offer, issue and allot, time to time in one or more tranches, on a preferential basis and private placement basis, up to 5,00,00,000 (Five Crore) unsecured, unrated and unlisted Compulsory Convertible Debentures of face value of INR 10/- (INR Ten Rupees) each ("CCDs") at a price of INR 10/- per CCD ("CCD Issue Price"), against dues, aggregating up to INR
50,00,00,000/- (upto Rupees Fifty Crores), each convertible into, fully paid-up equity shares of the Company of face value of INR 10/- each at a conversion price of INR 10 /-,
("Conversion Price") to Bazel International Limited (hereinafter referred to as ‘Proposed Allottee'), after 3 years on such other terms and conditions as set out herein, subject to applicable laws and regulations, including the provisions of Chapter V of the ICDR Regulations and the Act, as the Board may determine.
OTHER DISCLOSURES
(i) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
As per the requirement of Rule 8(5)(vii) of The Companies (Accounts) Rules, 2014,? we are pleased to report that there were no significant and material orders passed by the Regulators, Courts or Tribunals that would impact the going concern status of S R Industries Limited and its operations in future. However, it is noteworthy that the Company is currently undergoing the
Corporate Insolvency Resolution Process (CIRP) vide order dated CP(IB) No. 198/Chd/Pb/2019 dated December 21, 2021 was initiated by the Adjudicating Authority (AA/ Hon'ble NCLT, Chandigarh Bench). Pursuant to the process of Request for Resolution Plan (RFRP), Bazel International Limited emerged as the Successful Resolution Applicant (SRA), which was granted the approval of the AA vide its order dated 01.07.2024.
(ii) TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
No amount/ shares are underlying for transferring to IEPF.
(iii)DEPOSITS
During the year, the Company has not accepted any deposits from the public falling within the purview of Section 73 of the Act, read with the (Companies Acceptance of Deposits) Rules, 2015 and as such, no amount on account of principal or interest related thereto was outstanding as on date of the Balance Sheet i.e. March 31, 2024.
(iv)COMPLIANCE WITH SECRETARIAL STANDARD ON BOARD AND GENERAL MEETINGS
During the period under review, the Company has complied to the extent as the applicable Secretarial Standards as issued by the Institute of Company Secretaries of India.
(v) DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR
There were no significant and material orders passed by the Regulators, Courts or Tribunals which would impact the going concern status of the Company and its operations in future. The Company was under CIRP vide order dated CP(IB) No. 198/Chd/Pb/2019 dated 21.12.2021. The Request of the Resolution Plan has been published thrice vide dated 05.12. 2022.eight Expression of Interest have been received. The last date of receipt of the Resolution Plans was 24.12.2022.
On 1st July, 2024 Hon'ble NCLT Chandigarh passed the order and approved the Resolution plan. The Company is taking requisite efforts to implement the same.
(vi)DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS
There are no specific disclosures required under details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.
GENERAL
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
? Issue of equity shares with differential rights as to dividend, voting or otherwise. ? Issue of shares (including sweat equity shares) to employees of the Company under any scheme. ? Neither Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.
CAUTIONARY STATEMENT
Statements in this "Director's Report" &
"Management Discussion and Analysis" describing the Company's objectives, projections, estimates, expectations or predictions may be forward looking statements within the meaning of applicable securities laws and regulations. Actual esults could differ materially from those pressed or implied. Important factors that could make a difference to the Company's operations including raw material/ fuel availability and its prices, cyclical demand and pricing in the Company's principal markets, changes in the Government regulations, tax regimes, economic developments within India and the Countries in which the Company conducts business and other ancillary factors.
APPRECIATION AND ACKNOWLEDGEMENT
The Ddirectors take this opportunity to express their deep sense of gratitude to the Central Government, State Government, Stock Exchanges and its members, Banks, Financial Institutions, Shareholders, Lenders, Depositories, Registrar and Share Transfer Agents and Business Associates for their continued support. Your directors would also like to record its appreciation for the support and cooperation your Company has been receiving from its clients and everyone associated with the Company. Your directors place on record their sincere appreciation to the employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain as an industry leader. And to you, our shareholders, we are deeply grateful for the confidence and faith that you have always reposed in us. We look forward to continued support of all these partners in future.