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MANAGEMENT DISCUSSION AND ANALYSIS REPORT
To
The Members
Presentation on the 27th Annual Report highlighting the business and operations of the Company on a standalone basis and the audited financial statements forthe financial year ended 31 st March, 2024.
Hon. NCLT Chennai Bench, vide its order IA(IBC)/2119/CHE/2023/in IBA 483/2020 dt: Jan 5, 2024 had passed order withdrawing the CIRP proceedings against the Company, under Section 12 A of the IBC code 2016, and directed the Resolution Professional to handover the affairs of the Company to the Board of Directors, effective from the afore said date. After the great efforts of the Promoter Directors the Company in now out of CIRP process. The Board was reconstituted subsequently with the present directors at various Board meetings held in Jan 2024.
1. FINANCIALRESULTS (in' crores)
The Financial Results of the Company for the year under review is summarized below for your perusal and consideration.
Note :During the year, the Company has entered a one-time settlement plan with the lender pursuant to the exit from the IBC proceedings. Accordingly the Company has recognised the sum of Rs. 1225.84 crores to the credit of the profit & loss account.
1.1 Financial Performance
The Company has achieved Net sales of Rs.126.95 Crores forthe year ended 31st March, 2024 as compared to Rs.134.32 Crores in the previous year.
The Company was able to reduce the loss during the year under review, from Rs. 115.08 Crs during the previous year to the profit of Rs.665.67Crs. (Refer note above)
2. DIVIDEND
Yourdirectors have not recommended any dividend forthe financial year2023-24 in view of the need to conserve resources of the Company.
3. MATERIAL EVENTS OCCURRINGAFTER BALANCE SHEET
The Company had entered into onetime settlement with the Lenders during FY 23-24.
4. MANAGEMENTDISCUSSIONANDANALYSIS
Introduction
The infrastructure sector plays a pivotal role in driving India's economic growth and overall development. As the country continues on its path towards becoming a global economic powerhouse, the need for robust infrastructure becomes increasingly apparent. Private sector partnerships have emerged as crucial enablers in this endeavor, bringing in much-needed investment, innovation, and efficiency. By leveraging public-private partnerships (PPPs), India can accelerate infrastructure development while ensuring sustainability and inclusivity. These partnerships not only help bridge the financing gap but also foster competition, encourage technological advancements, and promote best practices in project execution. Ultimately, the collaboration between the government and the private sector is essential for creating resilient, future-ready infrastructure that paves the way for a prosperous and sustainable future for all citizens of India.
India's journey towards becoming a developed nation by 2047 hinges significantly on improving its infrastructure, a cornerstone for fostering livable, climate-resilient, and inclusive cities that drive economic growth. The government's commitment is evident through its allocation of 3.3% of GDP to the infrastructure sector in the fiscal year 2024, with particular focus on the transport and logistics segments.
Roads & Highways account forthe highest share, followed by Railways and Urban Public Transport. The government has set ambitious targets forthe transport sector, including development of 2 lakh-km national highway network by 2025 and expanding airports to 220. Additionally, plans include operationalizing 23 waterways by 2030 and developing 35 Multi-Modal Logistics Parks (MMLPs). The total budgetary outlay for infrastructure-related ministries increased from around INR 3.7 Lakh Cr in FY23 to INR 5 Lakh Cr in FY24, offering investment prospects forthe private sector across various transport sub-segments. As the transport sector gears up to address sustainability challenges, the private sector stands poised to capitalize on the conducive policy environment to accelerate infrastructure investments. Public-Private Partnerships (PPPs) have served as a vital mechanism for private sector engagement across various infrastructure domains, notably in the construction of airports, ports, highways, and logistics parks throughout India. Besides support from the central government and states across various schemes, India needs a significant push from Public-Private Partnerships to achieve its goal of reaching a $5 Trillion economy by 2025.
Major plans of Indian Infrastructure:
Roads: The Bharat Mala Pariyojana is progressing with Phase I focusing on developing 34,800 km of National Highways. It emphasizes corridor-based development and is set to conclude by 2027-2028, covering 31 States/UTs and over 550 districts. Additionally, the government targets building 22 new greenfield expressways, signaling significant advancements in India's transportation infrastructure.
Airports: The Ministry of Civil Aviation's flagship Regional Connectivity Scheme UDAN (Ude Desh Ka Aam Nagarik) aims to enhance air connectivity to regional airports in small towns. Launched in 2016, UDAN focuses on making flight services accessible to common citizens by developing infrastructure and air connectivity. In its first 5 years, UDAN served over one crore passengers, inaugurating 425 new routes and 58 airports. The Budget for 2023-24 allocated INR 1,244.07 Cr to UDAN, doubling the previous year's budget, with plans to revive 22 airports. Additionally, the government outlined the revival of 50 additional airports, heliports, water aerodromes, and advanced landing grounds.
Ports: Indian Ports "Turn Around Time" has reached 0.9 days which is better than USA (1.5 days), Australia (1.7 days) and Singapore (1.0 days), as perthe World Bank's Logistics Performance Index (LPI) Report 2023. Sagarmala, the flagship Central Sector Scheme of the Ministry of Ports, Shipping and Waterways, promotes port-led development in the country through harnessing India's 7,500 km long coastline, 14,500 km of potentially navigable waterways and strategic location on key international maritime trade routes. The Union Minister for Ports, Shipping and Waterways said that the country's total port capacity will increase from the existing 2,600 MTPA(Mn Tonnes per annum) to more than 10,000 MTPAin 2047. From April to November 2023, cargo of 86.47 MMT moved through Waterways as compared to 80.44 MmT during April to November 2022, i.e. an increase of 7.49%. The government also aims to operationalize 23 waterways by 2030
Private sector participation is vital forfinancing key infrastructure projects in India, given the government's fiscal constraints and the need for prudent spending. India launched the National Infrastructure Pipeline (NIP), in 2020 which envisages an investment of INR 111 Lakh Cr over 2020 to 2025 i.e., an annual average investment of almost INR 22 Lakh Cr.D Public Private Partneiships (PPP) have been identified as a valuable instrument to speed up infrastructure development and investments envisaged under NIP. Involving the private sector promotes industry competitiveness, enabling access to a wider talent pool and enhanced resource utilization. There are several PPP projects currently in pipeline across sectors such as the development of Pune metro line 3, Hyderabad and Bengaluru metro extensions, development of multi modal logistics parkin Chennai, and more.
It is essential for India to prioritize the development of both urban and rural areas to ensure overall national progress. By 2030, it is projected that 40% of India's population will reside in urban areas, contributing significantly to the country's GDP. However, rapid urbanization poses challenges in managing infrastructure and delivering services effectively. The Smart Cities Mission is a key initiative aimed at addressing these challenges efficiently. As of February 2024, 6,753 projects out of a total of 7,991 have been completed underthe Smart Cities Mission, showcasing tangible progress. Moreover, India has made significant strides in digital infrastructure development, with rural areas expected to contribute significantly to new internet user growth, with around 56% of total new internet users coming from rural India by 2025, according to a report by TransUnion CIBIL. This trend underscores the increasing connectivity between rural and urban regions in the country.
Indian economy is driven through multiple economic sectors and infrastructure is one of the majorsectors
Financial Performance:
The financial performance of the Company forthe year 2023-24 is described in the Directors' Report underthe head Financial Result.
Outlook:
Even as the Company is coming out of the CIRP Process, it is working to build its organisation as well as reestablishing its relationship with clients. The past track record and its current capabalities, is expected to help the Company to build its business and achieve appreciable financial outcome in the medium term.
Cautionary Note:
The statements forming part of this Report may contain certain forward-looking remarks within the meaning of applicable laws and regulations. The actual results, performances or achievements of the Company depend on many factors which may cause material deviation from any future results, performances or achievements.
Significant factors which could make a difference to the Company's operations include domestic and international economic conditions, changes in Government regulations, tax regime and other statutes.
The Company assumes no responsibility to publicly amend, modify or revise any forward-looking statements on the basis of any subsequent developments, information or events.
INVESTMENTS IN SUBSIDIARIES
Particulars of Loans and Advances in the nature of loans as required under Listing Regulations.
CCCL has made total investments of Rs 35.89 Crores in its subsidiaries viz. CCCL Infrastructures Limited (Rs.22.91 Crores), Consolidated Interiors Limited (Rs.6.78 Crores), Noble Consolidated Glazings Limited (Rs.1.65 Crores), CCCL Power Infrastructure Limited (Rs.0.05 Crores) and Delhi South Extension Car Park Limited (Rs.4.50 Crores). These investments are yet to yield returns. While the investment decision is sound, the execution of these businesses have faced various bottlenecks in the form of non- availability of working capital, un-favorable market conditions, other macroeconomic issues.
5. SUBSIDIARIES
In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However, the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular.
(a) CCCL Infrastructure Ltd.
The Company shall disinvest CCCLInfrastructure Ltd
(b) CCCL Pearl city Food portSEZ Ltd.
As this is a subsidiary of CCCL Infrastructure Ltd, this Company also shall be disinvested.
(c) Delhi South Extension Car Park Ltd.
The Concession fee paid to Delhi Municipal Corporation has been refunded in view of project cancellation. The company has certain claims against Delhi Municipal Corporation for the cancellation. The same is under consideration by Delhi Municipal Corporation.
The Board had recommended for closing the following 3 subsidiaries during FY 24-25
1. CCCL Power Infrastructure Limited
2. Consolidated Interiors Limited
3. Noble consolidated Glazing's Limited
A Statement Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014 containing salient features of the financial statement of subsidiaries/associate companies/joint ventures in Form AOC-1 is annexed to this report as "AnnexureA".
6. OPPORTUNITIES
In India, the infrastructure sector is instrumental in creating wide sources of employment. Many ancillary industries are dependent on the infrastructure development industry. Infrastructure growth is necessary for the growth of the overall economy. Both are inter-dependent. Considering the importance of sector, government policies and budgets are accordingly drafted to promote infrastructure development.
The Company has more than 25 years of rich experience in the EPC Sector and was one of the major players in the industry. It had successfully completed national as well as international projects with quality. The Company had in its list of clients, major public and private sectororganizations.
Hon. NCLT Chennai Bench, vide its order IA (IBC)/2119/CHE/2023/ in IBA 483/2020 dt: Jan 5, 2024 had passed order withdrawing the CIRP proceedings against the Company, under Section 12 A of the IBC code 2016, and directed the Resolution Professional to handover the affairs of the Company to the Board of Directors, effective from the afore said date. The Board was reconstituted subsequently with the present directors at various Board meetings held in Jan 2024. Accordingly, your company possess a good growth potential, in the years to come.
7. THREAT PERCEPTION Challenges:
• Despite the prospects, the sector continues to face challenges from land acquisition issues, adverse political and structural changes, shortage of talent, design and constructability issues, and rising material and labor costs. However, the land acquisition and environment related issues are being addressed on war footing basis to ease the constraints.
• Policy bottlenecks, slow clearance of projects and rising inflation have dampened private sector sentiments and have stifled investments in Capital expenditure. A high level committee has been constituted for speedy clearance of stalled projects and monitoring the implementation.
• Working capital cycle has been elongated mainly due to stretched receivables, which has affected the cash flow position of the companies in the sector. Many of the companies have been forced to draw their full limits with the Banking system or restructure the facilities.
• Lengthy dispute resolution mechanism in the sector is yet another major factor affecting the cash flows of the construction companies
• This coupled with rising interest rates have led to a drop in the PAT margin and deterioration of debt coverage ratios of construction companies.
• Shortage of labour also has become a threat as the industry depends majorly on labour for its sustainability.
8. RISK PERCEPTION
Needless to mention, with huge money, there comes the involvement of big risks. Construction is a high-risk business. Mitigation of risks is the all en-compassing requirement. Broadly speaking, construction projects face the following type of risks:-
• Business Risk
• Market Risk
• Financial Risk
• Legal Risk
• Commodity Risk
• Political Risk
• Exchange Rate Risk.
9. INTERNALCONTROLSYSTEMANDTHEIRADEQUACY
Internal Control system had been evaluated by the by the Auditor during the year under review. The Scope of work of Auditors covers review of controls on accounting, statutory and other compliances and operational areas in addition to reviews relating to efficiency and economy in operations.
10. CONSOLIDATED FINANCIALSTATEMENTS
The consolidated financial statements have been prepared on going concern basis in accordance with accounting principles generally accepted in India. Further, the consolidated financial statements have been prepared on historical cost basis except for certain financial assets and financial liabilities and share based payments which are measured at fair values as explained in relevant accounting policies. Fair valuations related to financial assets and financial liabilities are categorized into level 1, level 2 and level 3 based on the degree to which the inputs to the fairvalue measurements are observable.
The Consolidated Balance sheet, Consolidated Statement of Profit and Loss, Consolidated Statement of Changes in Equity and disclosure requirements with respect to items in the Consolidated Balance Sheet and Consolidated Statement of Profit and Loss are prepared in the format prescribed in Division II-Schedule III to the Companies Act, 2013 and are adequately presented by way of notes forming part of accounts along with the other notes required to be disclosed under the notified Accounting Standards and the Listing Agreement. The Consolidated Cash Flow Statement has been prepared and presented as per the requirements of Indian Accounting Standard (Ind AS) 7 "Statement of Cash Flows".
11. HUMANRESOURCES
It has been the tradition of the Company to maintain excellent industrial relations at all levels inspite of the hurdles faced by the Company in the recent times.
12. CORPORATEGOVERNANCE
Aseparate report on the Corporate Governance also forms part of the Annual Report. With regard to the Business Responsibility Report, the Company is not covered in the top 500 listed entities, based on the market capitalization at BSE & NSE as on M arch 31,2024. Hence there is no requirement for the Company to comply with Regulation 34 of SEBI (LODR) Regulations, 2015.
13. CORPORATESOCIALRESPONSIBILITYCOMMITTEE
The provisions as specified under Companies Act, 2013 shall not be applicable during the Insolvency Resolution Process in respect of a listed entity which is undergoing corporate insolvency resolution process under the Insolvency Code. Since your Company had come out of the CIRP process during Q4 FY 2023-24, the Board will be evaluating this during this FY 2024-25.
14. SEXUAL HARASSMENT POLICY
The Company had adopted the prevention of sexual harassment policy and subsequently also formed a committee forthe same.
Complaints Received -Nil Complaints Disposed off- Nil
15. DEPOSITORYSYSTEM/E-VOTINGMECHANISM:
The Company has entered into a Tripartite Agreement with both the Depositories viz. National Securities Depository Limited (NSDL) and Central Depository Services (I) Ltd (CDSL) along with Registrars M/s. KFin Technologies Private. Ltd, for providing electronic connectivity for dematerialization on the Company's shares, facilitating the investors to hold the shares in electronic form and trade in those shares. The shares of your Company are suspended from trading on the Bombay Stock Exchange and National Stock Exchange under compulsory demat form due to liquidation process. However vide Hon. NCLT Chennai Bench order, the Company has come out of CIRP process from Jan 5, 2024, and efforts are being taken to revoke the suspension. It is expected to be revoked at the earliest. Further, in accordance with provisions stipulated under CompaniesAct, 2013, the facility of e-voting is also made available to all shareholders of the Company. The instructions regarding e-voting is enclosed along with this report. All shareholders are also requested to update their email ids with the Company or our RTA, M/s. KFin Technologies Ltd.
16. TRANSFEROFAMOUNTSTOINVESTOREDUCATIONANDPROTECTIONFUND
Pursuant to the provisions of Sections 124 and 125 of the CompaniesAct, 2013, relevant amounts which remained unpaid or unclaimed fora period of seven years have been transferred by the Company, from to time to time on due dates, to the Investor Education and Protection Fund. The details of the same are covered underthe Corporate Governance Report.
17. AUDITORS STATUTORYAUDITORS
The Auditor M/s. ASA&Associates, LLP, Chartered Accountants, (FR No. 009517N/N500006), Chennai were appointed as the Statutory Auditor of the Company at the 25th Annual General Meeting held on 27.12.2022 to hold office for a period of five years from the conclusion of 25th AGM till the conclusion of 30thAGM of the Company.
AUDITORS REPORTAND MANAGEMENT'S RESPONSE TOAUDITORS OBSERVATIONS
a As stated in Note 2.3 to the financial results, the company has recognized a sum of Rs.10,506 lakhs towards arbitration claim receivable under Vivad se Vishwas II Scheme, notified by the Central Government. In the absence of sufficient and appropriate audit evidence, the recoverability of the aforesaid amount in the nearterm, in our opinion, is doubtful and hence the recognition of the aforesaid claim along with interest is not appropriate
b. We have not received the statement of account for 7 accounts aggregating to Rs. 5.03 lakhs, confirmation of balances for 13 current accounts aggregating to Rs.749.73 lakhs with various banks, and for Margin Money Deposits amounting to Rs.
535.05 lakhs as at the Balance sheet date. Accordingly, we are unable to comment on the carrying value of the aforesaid balances and any potential impact arising thereof in these financial statements
c. We draw attention to Note 9, regarding the balances of sundry debtors, loans and advances, sundry creditors, and other liabilities are subject to the receipt of confirmation from the respective parties, and consequential adjustments thereof. Pending completion of the said exercise we are unable to comment on the said balances, as also the possible impact arising out of the same, in the financial statements.
d As stated Note No11. regarding provision of remuneration to the promoter directors payable forthe period 2013-14 to 202324 amounting to Rs.4,659.30 lakhs, which is subject to compliance of the provisions of the CompaniesAct, 2013 and the regulatory and statutory approvals required thereunder.
e. As stated in Note No.12, the remuneration paid to the Whole-time Director, Sri KaushikRam, forthe period from January 22, 2024 to March 31,2024 is subject to the approval of members in the ensuing annual general meeting.
f. We report that the Group has not provided the appropriate audit evidence relating to the identification of micro and small enterprises and the dues thereon. Further the Group does not provide for interest on the dues to the micro and small enterprises as required underthe Micro, Small and Medium Enterprises Development Act, 2006. Considering the nonidentification of the micro and small vendors, we are unable to comment on the completeness of such disclosures made in the consolidated financial results and its impact on the profit forthe year.
g We refer to Note No.13tothe consolidated financial results regarding delay in remittance and non-remittance of statutory dues (including GST/Service Tax/VAT/ PF/TDS). The Company has not estimated and provided forthe interest and penalty on defaults underthe provisions of respective statutes. Therefore, we are unable to comment on the possible impact arising thereof on the profit forthe year and on the carrying value of the respective liabilities as at the year-end.
h As stated in Note No.14, the Group has not made any provision for liquidated damages in respect of delayed projects as the management is confident that there would not beany adverse impact on completion of projects. Accordingly, we are unable to comment on the consequential impact, if any, in the consolidated financial results of the Group as at the year-end. Management Response
a. The claims submitted by the Company, in the opinion of the management and on the basis of the legal opinion, are in compliance with the guidelines of the Scheme and thus covered underthe scheme. Based on the legal opinion obtained by the company, the board of directors have reviewed the details and taken on record that there is no uncertainty in realization of the aforesaid amount in the nearterm, as the amount is quantified in accordance with the scheme notified by the Central Government. The management is also taking up the matter with the respective companies for speedy settlement and accordingly recognized the claim receivable at Rs.7,257.11 lakhs (which was provided in earlier quarter) and recognized the interest of Rs.3,248.89lakhs due thereon as per the scheme aggregating to Rs. 10,506.00Lakhs under exceptional items in the Profit and Loss Account.
b The company has received the account statement towards full and final settlement from State Bank of India and Bank of Baroda and received the No Due Certificate from IDBI Bank. The company is in the process of the obtaining the Statement ofAccount/No Due Certificate from remaining lenders.
c Management believes that no material adjustments would be required in books of account upon receipt of these confirmations and thatthere will not be any material impact on loss forthe year and also on state of affairs as at 31st March 2024
d The company shall obtain the approval from the members in accordance with the provisions of the Companies Act, 2013, after members / regulatory authorities as applicable.
e The company shall obtain the approval from the members in accordance with the provisions of the Companies Act, 2013.
f Company is in the process of identifying the MSME Vendor.
g Delayed payment charges (including penalties amount unascertainable), will be accounted for as and when settled / paid.
h As perthe past practice, the Company has assessed the financial impact on account of prolongation of the contracts' tenure which were due to reasons beyond the Company's control and the Management is confident of completing such projects without incurring any additional cost beyond what has been estimated and that chance of incurring liquidated damages is remote. The company is in the process of estimation the future cost of the certain projects.
INTERNALAUDITOR
The Boardhas appointed M/s. V. Sudarsanan, Chartered Accountants as the Internal Auditor of the Company pursuant to Section 138 of Companies Act, 2013 and Rule No. 13 of the Companies (Accounts of Companies) Rules, 2014 forthe financial year 2024-25.
M/s. V. Sudarsanan, Chartered Accountants are having expertise in finance and Accounts. The Internal Audit would ensure that strong internal control mechanism is put in place in the Company as perthe recommendations and guidance of Audit Committee.
COSTAUDITOR
The Board of Directors had appointed M/s SS & Associates (Firm Registration No 000513) as the Cost Auditors of the Company to audit the cost accounting records of the Company forthe financial year 2024-25.
SECRETARIALAUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. N. Balachandran, Practicing Company Secretary, Chennai to undertake the Secretarial Audit of the Company. The report of the Secretarial Audit Report is annexed herewith as "Annexure B"
MANAGEMENT'S RESPONSE TO SECRETARIALAUDITOR'S OBSERVATIONS
A. I further report that the following points requires attention and are beyond my scope
1) Erosion of Net worth
2) Uncertainty on Recovery of Trade Receivables
3) Loans extended requires compliance undersection 186(7) of CompaniesAct, 2013.
4) There are overdue payments payable to MSME Enterprises under Micro, Small and Medium Enterprises DevelopmentAct 2006.
1) Due to contractual mismatch in few jobs, cashflow mismatch resulted in the receivables.However, the Company is hopeful of bringing the net worth positive in the coming years with the enhanced business opportunities and collection of receivables.
2) The Company on day-to-day basis is closely following it up with the clients forthe trade receivables. The Company is hopeful in recovering major dues in due course of time.
3) The Company has not charged any interest for the loans extended to its subsidiary company as the subsidiary company is striving to revive and it becomes responsibility of the holding company to support the subsidiary companies to the maximum extent possible in its faster revival. Hence given the precarious situation any further interest burden to the Company will lead to greater deterioration of the Company.
4) These are operational overdues. The Company is striving to clearthe MSME dues on priority.
18. DIRECTORS:
Consequent to handing over the affairs of the Company to the Board of Directors during Jan 2024, the board was reconstituted as follows:
18.1 INDUCTIONS/CHANGE IN DESIGNATION
Following Directors were inducted during the year and Mr. V. G. Janarthanam, was designated as Non-Executive Director owing to personal reasons.
18.2 DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors have given declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and as perthe SEBI (lOdR) Regulations 2015.
18.3 RESIGNATIONS
There are no resignations in the Directorship during FY2023-24
18.4 RE-APPOINTMENTS
In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum &Articles ofAssociation of the Company, At the ensuing 27th Annual General Meeting, Shri. R. Sarabeswar, Director of the Company is liable to retire by rotation and being eligible offer himself for re-appointment. The Board recommends his re-appointment.
18.5 BOARDEVALUATION
All the independent Directors were appointed during Jan 2024 and approval of the shareholders was obtained byway of postal ballot on Apr 16, 2024 no meeting had happened during FY 23-24. The management is scheduling this meeting during this FY 24-25 to comply with the regulatory requirements. Pursuant to the Regulation 17(6) (10) of SEBI (LODR) Regulations, 2015, the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the director being evaluated. The Board will carry out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees during this FY 24-25.
18.6 TRAINING OF INDEPENDENT DIRECTORS
Independent Director of the Board attends an orientation program, to familiarize the new inductees with the strategy operation and functions of ourCompany.
18.7 REMUNERATIONPOLICY
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report. The Executive Directors have deferred their salaries till revival of the Company and all other remunerations paid to the Key Managerial Personnel and senior management personnel are as per the remuneration policy of the Company.
18.8 DIRECTORS' RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors, make the following statement in terms of Section 134 (3) (c) of the Companies Act, 2013:
(a) in the preparation of the annual accounts, 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 at the end of the financial year and of the profit and loss of the company forthat period;
(c) the directors had taken proper and sufficient care forthe maintenance of adequate accounting records in accordance with the provisions ofthisAct 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; and
(e) 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.
(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.
19 CONSERVATION OF ENERGYANDTECHNOLOGYABSORPTION
A statement containing the particulars relating to conservation of energy, research and development and technology absorption as required under Section 134 (3) (m) of the Companies Act, 2013 and Rule 8 (3) (A), (3) (b) and 3 (A) (C) of The Companies (Accounts) Rules, 2014 is annexed to this report as "Annexure C"
20. PARTICULARS OF LOANS, GUARANTEES ORINVESTMENTS UNDER SECTION 186 OF COMPANIESACT, 2013
Details of Loan, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to financial statements.
21. PARTICULARSOF EMPLOYEES:
The information required pursuant to Section 197 of the Companies Act 2013 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of the employees of the company, is annexed to this report as "Annexure E"
22. DEPOSITS
Your Company has not accepted any deposits from the public during the year under review.
23. MEETINGS
During the year 9 Board Meetings were convened and held. (5 meetings in CIRP period and 4 meetings after withdrawal of Liquidation. The details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed underthe Companies Act, 2013.
24. COMMITTEES
The provisions as specified in Regulations 18 (Audit Committee), Regulation 19 (Nomination and Remuneration Committee), Regulation 20 (Stakeholder's Relationship Committee) and Regulation 21 (Risk Management Committee) under SEBI (LODR) Regulations, 2015 which got suspended as the Company's business affairs and operations was vested with RP/ Liquidator, pursuant to Section 17 and 34 of IBC respectively till Jan 5,2024. The above committee positions were reconstituted during Jan 2024.
25. VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has a vigil mechanism/whistle blower Policy to deal with instance of fraud and mismanagement, if any. The details of the vigil mechanism Policy is explained in the Corporate Governance Report and also posted on the website of the Company.
26. PARTICULARS OF CONTRACTS ORARRAGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIESACT, 2013:
All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. The Company is in the process of developing a Related Party Transactions Manual, Standard Operating Procedures for purpose of identification and monitoring of such transactions. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company. Particulars of Contracts or arrangement with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as Annexure "D" to the Board/Liquidators Report.
27. ENHANCING SHAREHOLDERVALUE
Your Company believes that its Members are among its most important stakeholders. Accordingly, your company's operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your company is also committed to creating value for its other stakeholders by ensuring its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.
28. TRANSFER TORESERVES
There are no amounts that are transferred to Reserves during the year.
29. CHANGEINNATUREOF BUSINESS
There are no changes in the nature of business during the year under review.
30. SHARE CAPITAL
There are no changes in the Share Capital during the year. There are no fresh allotment or buy back made during the year.
31. ANNUALRETURN
In accordance with in terms of the requirements of Section 134(3)(a)of theAct, 2013 read with the Companies (Accounts) Rules, 2014 the annual return in the prescribed format is available atwww.ccclindia.com.
32. COMPLIANCE OF SECRETARIALSTANDARD
The Company has complied with the Secretarial Standards issued by The Institute of Company Secretaries of India wherever applicable and approved by the Central Government as required under Section 118(10) of the CompaniesAct, 2013.
33. GREEN INITIATIVES
From FY 2014-15, we started a sustainability initiative with the aim of going green and minimizing our impact on the environment. This year, we are publishing only the statutory disclosures in the print version of the Annual Report. Additional information is available on ourwebsite, www.ccclindia.com.
Electronic copies of theAnnual Report 2023-24 and Notice of the27thAnnual General Meeting are being sent to all the members whose email addresses are registered with the Company/Depository Participant(s).
34. ACKNOWLEDGEMENT
The Board of Directors/Liquidator of the Company wishes to express their deep sense of appreciation and offer their sincere thanks to all the Shareholders of the Company for their unstinted support to the Company.
The Board/Liquidator also wishes to express their sincere thanks to all the esteemed Customers for their support to the Company's business.
The Board/Liquidator would also like to place on record their deep sense of gratitude to the various Central and State Government Departments, Banks, Organizations and Agencies forthe continued help and co-operation extended by them.
In the end, the Board would like to place on record their deep sense of appreciation to all the executives, officers, employees, staff members, and workers at the various sites.
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