Dear Members,
Your Directors are pleased to present the Annual Report together with the Audited Financie Statements of your Company for the year ended 31st March, 2021.
FINANCIAL SUMMARY AND HIGHLIGHTS
The above figures are extracted from the Audited (Standalone) Financial Statements as per Indian Accounting Standards (Ind AS).
FINANCIAL REVIEW
Your Company has prepared the Financial Statements for the financial year ended March 31, 2021 in accordance with the Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 (the Rules).
All the Ind AS issued and notified by the Ministry of Corporate Affairs under the Companies (Indian Accounting Standards) Rules, 2015 (as amended) till the financial statements are approved for issue by the Board of Directors has been considered in preparing these financial statements. The financial statements have been prepared on a historical cost basis, except for certain financial assets and liabilities which have been measured at fair value to the extent applicable as described in accounting policies regarding financial instruments. Since the company has discontinued its business, accordingly management has prepared these financial statement under the liquidation basis of accounting. All assets and liabilities have been measured and stated at the value they expect to realized or settle at and provision have been made in the books of account for the losses arising or likely to arise on account of such closure, to the extent ascertained by management at the time of preparation of these financial statement except asset held for sale.
During the financial year ended March 31, 2021, your Company has earned a profit of Rs 68.65 lakh
TRANSFER TO RESERVES
The Board of Directors of your Company has decided not to transfer any amount to the Reserves for the year under review, as your Company is under voluntary Liquidation.
DIVIDEND
Your Company is under voluntary Liquidation, thereby no dividend is proposed for the year under review.
INVESTOR EDUCATION & PROTECTION FUND (lEPF)
Your Company do not have any amount / shares which is transferred or pending to be transferred to Investor Education & Protection Fund (IEPF).
MAIOR EVENTS DURING THE YEAR
A. STATE OF COMPANY'S AFFAIRS
As major portion of the Company's assets has been taken over by the Bank and operations at all units of the Company has also been stopped, the Company did not have any commercial activity and the continuance of the corporate existence of the Company was no longer feasible. Thus, the Board in its meeting held on 30.05.2018 resolved to wound up the Company under the provisions of Section 271(a) of the Companies Act, 2013 and which was subsequently approved by shareholders through Postal Ballot on 02.08.2018 and the matter is pending with National Company Law Tribunal, Kolkata Bench.
B. CHANGE IN THE NATURE OF BUSINESS
The Company does not have any commercial activity during the financial year under review.
C. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
The Company had filed a petition of Voluntary Liquidation.
CHANGE IN SHARE CAPITAL
During the year under review, there has been no change in the capital structure of your Company. The Authorized Share Capital of the Company as on March 31, 2021 stands at Rs. 10,00,00,000 divided into 1,00,00,000 equity shares of Rs. 10/- each. The Issued, Subscribed and Paid-up Share Capital of the Company is Rs. 9,26,22,500 divided into 92,62,250 equity shares of Rs. 10/- each.
BOARD COMPOSITION
At present the Company's Board of Directors constitutes of 4 (four) Directors namely, Mr Rajiv Jhunjhunwala, Mr Satya Narain Jhunjhunwala, Mr Rahul Singhi and Mrs Dipali Sharma.
Declaration from Independent Directors as required under section 149(7) of the Companies Act 2013, confirming that they meet the criteria of independence and are eligible to continue as an Independent Director had been received from Mr Rahul Singhi and Mrs Dipali Sharma, the Independent Directors of the Company.
Apart from the details mentioned above, there was no change in the composition of the Board of Directors during the financial year under review.
NUMBER OF BOARD MEETING
During the financial year ended March 31, 2021, no Board Meetings was held as Company had filed a petition of Voluntary Liquidation.
COMMITTEE OF THE BOARD
During the financial year ended March 31, 2021, the Committee are in existence as per Companies Act 2013 and The Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015.
However, no Committee Meetings was held as Company had filed a petition of Voluntary Liquidation.
GENERAL SHAREHOLDER INFORMATION ANNUAL GENERAL MEETING
The Forty-sixth (46th) Annual General Meeting (AGM) of the Company will be held on Thursday, December 30, 2021 at 12.30 P.M. IST through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”).
CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE
Mr. Rajan Singh, Company Secretary in whole-time practice, has issued a certificate as required under the Listing Regulations, confirming that none of the directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as director of companies by the SEBI / Ministry of Corporate Affairs or any such statutory authority. The certificate is enclosed as the Annexure - 1
DIRECTORS' RESPOSIBILITY STATEMENT
The financial statements are prepared in accordance with the Indian Accounting Standards (Ind AS) under the historical cost convention on accrual basis except for certain financial instruments, which are measured at fair values, the provisions of the Companies Act, 2013 (to the extent notified) and guidelines issued by SEBI. The Ind AS are prescribed under Section 133 of the Companies Act, 2013, read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016. Accounting policies have been consistently applied.
In terms of the provisions of section 134 (5) of the Companies Act, 2013, your Directors hereby confirm that:
a. In the preparation of the Annual Accounts for the financial year ended 31st March, 2021, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b. The Directors had 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 31st March, 2021 and of the profit /loss of the Company for that period;
c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
d. The Directors had prepared the Annual Accounts on a going concern basis till liquidation is ordered by Hon'ble NCLT , Kolkata Bench;
e. 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; and
f. The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
SUBSIDIARIES, IOINT VENTURES AND ASSOCIATE COMPANIES
Your Company does not have any Subsidiary, Joint Venture or Associate Company.
DISCLOSURE ON REMUNERATION OF DIRECTORS AND EMPLOYEES
Remuneration to the extent paid to the employees have been properly disclosed in the financial statements.
PARTICULARS OF LOANS GIVEN. GUARANTEES GIVEN OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
The disclosure requirements as specified under Section 186 of Companies Act, 2013 is not applicable to the Company during the year under review.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT. 2013
Pursuant to the requirement under section 134(3)(h) of the Companies Act, 2013 the particulars of contracts or arrangements with related parties under section 188(1) of the Companies Act, 2013 is attached and furnished in Form AOC-2 as annexed to this report as Annexure - 2.
COMPLIANCE WITH SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013
The Company has in place a Policy in line with the Sexual Harassment of women at the Workplace (Prevention, Prohibition and Redressal) Act 2013”. Internal Complaints Committee is in place to redress complaints received regarding sexual harassment. All emloyees (permanent, contractual, temporary, trainees e.tc) are covered under this policy.
The Company has not received any complaint on sexual harassment during the year under review as the operation of the Company at all units has also been stopped.
DISCLOSURE ON VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has framed vigil mechanism and whistle blower policy for director and employees to report genuine concern.
The Company has not received any complaint during the year under review as the operation of the Company at all units has also been stopped.
AUDITORS
STATUTORY AUDITORS
In terms of the provisions of Section 139 of the Companies Act, 2013 read with provisions of the Companies (Audit and Auditors) Rules, 2014 as amended, M/s Lihala & Co, Chartered Accountants (ICAI FRN: 315052E), was appointed as the Statutory Auditors of the Company for a consecutive period of 5 years from conclusion of the 44th Annual General Meeting till conclusion of the 49th Annual General Meeting.
The Members may note that consequent to the changes made in the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 by the Ministry of Corporate Affairs (MCA) vide notification dated May 7, 2018, the proviso to Section 139(1) of the Companies Act, 2013 read with explanation to sub-rule 7 of Rule 3 of the Companies (Audit and Auditors) Rules, 2014, the requirement of ratification of appointment of Auditors by the Members at every AGM has been done away with. Therefore, the Company is not seeking any ratification of appointment of M/s Lihala & Co, Chartered Accountants as the Statutory Auditors of the Company, by the Members at the ensuing AGM.
SECRETARIAL AUDITOR
In compliance with the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors, upon recommendation of the Audit Committee, has appointed Mr. Rajan Singh, Company Secretary in Practice, as the Secretarial Auditor and his report in Form MR-3 is annexed to the Board's Report as Annexure - 3.
The Company has taken a certificate as laid down under sec 92(2) of the Companies Act 2013 and Rule 11(2) of Companies (Management and Administration) Rules, 2014 from Mr. Rajan Singh, Practising Company Secretary.
INTERNAL AUDITOR
No Internal Auditor was appointed by the Company as the same is not applicable to the Company during the year under review.
QUALIFICATION. RESERVATION OR ADVERSE REMARK IN THE AUDITORS REPORTS
There is a qualification remark made by the Auditors in their Reports to the Financial Statements for the financial year ended March 31, 2021 which are self-explanatory
A. The Board of Directors had decided in the meeting held on 30th May, 2018 that a major portion of the Company's assets has been taken over by bank and in the process of sale under the SARFASI Act,2002, and there is no business operations of the company and the Company does not have any commercial existence, the continuance of corporate existence of the company was no longer feasible. Thus, the Board has decided that the Company be wound up under the provisions of section 271(a) of the Companies Act, 2013, subsequently approved by shareholder through Postal Ballot on 02.08.2018 and matter is pending with NCLT, Kolkata Bench.
B. As the bank taken over the Secured assets of the company, which shown at carrying amount not at Realisable value as company itself applied for the Wounding Up and subjected to the approval NCLT, Kolkata bench.
C. As the company has not provided for interest on the Bank loan and non-confirmation and reconciliation of the bank Loans, effect of the same on the financial statement is not ascertainable at Present. [Refer Note No. 13(v) of the financial statements].
D. As per the bank Statement, secured assets sold by the bank without providing details and statutory compliance thereof, if any, effect of the same on the financial statement is not ascertainable. [Refer Note No. 13(vii) of the financial statements].
Further the company has disclosed the impact of pending litigations on its financial position in its financial statements as at 31st March 2021 [Refer Note No. 25(1) to the financial statements].
The loans from Banks (including interest thereon), are defaulted in repayment by the company. The said amounts are subject to confirmation and reconciliation, if any. The Company has not provided interest on the said loans as the secured assets' possession was taken by the Bank under the SARFAESI Act, 2002 as explained loan has become NPA [Refer Note 13(a)v] and subsequently the possessed assets were sold by Bank as per the bank statement and adjusted accordingly by the company. [Refer Note 13(a)vii of the financial statements]. The defaulted principle outstanding Rs. 3538.88 Lakhs and Interest accrued and due of Rs. 358.94 Lakh.
The Company fixed Assets is taken over by the bank and process of sale under SARFAESI Act, 2002 stated in Note No. [13(A)vii] of the financial statements.
The financial statements which indicate that the company has accumulated losses and its net worth has been fully eroded, the company has incurred net loss during the previous years and the company's current liabilities exceeded its total assets of the company. These conditions, along with other matters set forth in Note 25(5) of the financial statement so that financial Statement of the company is prepared on Liquidation basis of accounting.
COST AUDIT AND COST RECORDS
Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 is not applicable as the Company is under the process of Voluntary Liquidation.
ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE, ETC
Information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with rule 8 of Companies (Accounts) Rules, 2014 in respect of conservation of Energy and Technology Absorption are not applicable to company under the year under review and expenditure on Research and Development and Foreign Exchange Earning & Outgo stands NIL for the year under review.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
The Company has filed an application of Voluntary Liquidation with National Company Law Tribunal, Kolkata Bench pursuant to the provisions of Section 271(a) of the Companies Act, 2013 which is pending.
Further the loan from Bank(Including interest thereon), subject to confirmation, was also called back by the bank for repayment. The above two banks had also served notice under section 13(2) of the Securitisation and Reconstruction of the Financial Assets and Enforcement of Security Interest Act, 2002 .The Company has defaulted in the repayment of above loans.
The IDBI Bank Ltd. (IDBI), IDBI House, 44 Shakespeare Sarani, Kolkata-700017 vide its possession notice dated 14th July, 2017 and 27th July, 2017 had taken the possession of the Movable & Immovable assets situated at Mouza-Gangarampur, South 24 Paraganas, West Bengal & Dodaballapur, Bangalore, Karnataka, which were secured against Loan, so the Company has not provided depreciation on the said Fixed Assets and also interest on the loans taken from IDBI & Indian Overseas Bank (IOB) from the said possession date.
In the Financial year 2017-18 secured asset was sold by the bank of Rs. 1801.10 Lakh which was apportioned by bank for immovable property at Rs. 1400.86 Lakh and for the movable property at Rs. 400.24 Lakh, as no item wise details of sale proceeds was provided by bank. The Statutory Compliances if any, complied by the bank on account of the said transactions have not been confirmed.
In Absence of details of sale proceed of secured asset sold at Dodaballapur, Bangalore and statutory compliance thereof, if any during the year, the Sale proceed of Rs. 1070.51 Lakhs (Net of Charges of Rs 10.73 Lakh) is adjusted against Interest accrued and due on borrowing of Rs. 673.62 Lakh and balance Adjusted against Principle borrowing and other payable Rs 17 Lakhs of Rs 396.89 Lakh. Please refer Note No. 13(vii) of the annexed financial statements.
MANAGEMENT DISCUSSION & ANALYSIS REPORT (MDAR)
In accordance with Regulation 34 read with Schedule V of SEBI (LODR) Regulations, 2015, Management Discussion & Analysis Report forms a part of this Annual Report. The management
has well-perceived and deliberated on following areas. It includes, among others, discussion on the following matters:
• Industry structure and developments
• Risks and concerns
• Discussion on financial performance with respect to operational performance
• Details of significant changes in key financial ratios
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Management continuously reviews the Internal Control Systems and procedures for the efficient conduct of the Company's business. The Company adheres to the prescribed guidelines with respect to the transactions, financial reporting and ensures that all its assets are safeguarded and protected against losses. Internal Control System are implemented to safeguard the Company's assets from loss or damage, to keep a constant check on the cost structure, to prevent revenue leakages, to provide adequate financial and accounting controls and implement accounting standards.
DEPOSITS
Your company has not accepted any public deposit during the financial year under review. LISTING
The equity shares of your Company is listed on the Bombay Stock Exchange Limited (BSE) & the Calcutta Stock Exchange Limited as Company is under Voluntary Liquidation, the listing status of the Company is suspended on both stock exchange.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Corporate Social Responsibility is the continuing commitment by the business to behave ethically and contribute to economic development while improving the quality of life of the workforce and their families as well as of the local community and society at large.
As per the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company is not required to constitute a CSR committee and enact thereon.
COMPLIANCE WITH SECRETARIAL STANDARDS ISSUED BY ICSI
During the year under review, the same is not applicable to the Company as Company is under Voluntary Liquidation.
APPRECIATION
Your Directors record their sincere appreciation for the assistance, support and guidance provided by Government Authorities, Bankers, investors, financial institution and shareholders for their consistent support to the company. The Directors also commend the continuing commitment and dedication of the employees at all levels which has been critical for the Company's growth. The Directors look forward for their continuing support in future.
for and on behalf of the
1