Excel Glasses Ltd.
|BSE: 502223||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE664C01029|
|BSE 00:00 | 23 Feb||Excel Glasses Ltd|
|NSE 05:30 | 01 Jan||Excel Glasses Ltd|
|BSE: 502223||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE664C01029|
|BSE 00:00 | 23 Feb||Excel Glasses Ltd|
|NSE 05:30 | 01 Jan||Excel Glasses Ltd|
TO THE SHAREHOLDER'S
The Members of
Excel Glasses Limited
Presentation on the Forty Seventh Annual Report together with the Audited FinancialStatements of the Company for the year ended 31s* March 2019.
1. FINANCIAL RESULTS
The performance of the Company for the financial year: 2018-19 is as under
(Rs. In Lacs)
The Management of the Company was compelled to suspend the operations of the Plant atvarious shifts due to labour unrest & cessation of work by the workers unions fromtime to time even after signing of LTA and finally the Management declared lock out of theCompany w.e.f. 27th December 2012.
2. INITIATION OF CORPORATE INSOLVENCY RESOLUTION PROCESS (CIRP):
The Financial creditors of the Company has filed an application on 11thFebruary 2019 for initiation of Corporate Insolvency Resolution Process (CIRP')against our Company u/s 7 of Insolvency & Bankruptcy Code 2016 (IBC') withNational Company Law Tribunal (NCLT) Chennai.
Pursuant to the order dated 26th March 2019 (received on 27.03.2019) of theHon'ble National Company Law Tribunal (NCLT) Chennai Corporate Insolvency ResolutionProcess (CIRP) has been initiated under the provisions of the Insolvency and BankruptcyCode 2016 (the Code) with effect from 27th March 2019.
Pursuant to the same the powers of the existing Board of Directors of the Company aresuspended
as per Section 17 of the IBC and vested with Mr Ravindra Chaturvedi ResolutionProfessional.
Since the Powers of the Board of Directors are vested with the Resolution Professionalthe management of the affairs of the Company will be under the overall controlsupervision and guidance of the Resolution professional from the date of the order tillthe completion of Corporate Insolvency Resolution Process. The Powers vested with theAudit Committee Nomination and Remuneration Committee and Stakeholders RelationshipCommittee will also be exercised by the Resolution Professional. The Status of the Boardof Directors and Committees are as on the date of the NCLT order.
In this connection Mr. Ravindra Chaturvedi has been appointed as ResolutionProfessional (RP) to carry out the activities relating to CIRP as per the rulesregulations and guidelines prescribed by the Code. Since the company is under CorporateInsolvency Resolution Process (CIRP) as per Section 17 of the Insolvency &Bankruptcy. Code from the date of appointment of the Resolution Professional - (a) themanagement of the affairs of the Company shall vest in the Resolution Professional (b)the powers of the Board of Directors Company shall stand suspended and be exercised by theResolution Professional (c) The Resolution Professional shall be provided access to suchdocuments and records of the Company as may be required by the Resolution Professional(d) the financial institutions / banks maintaining accounts of the Company shall act onthe instructions of the Resolution Professional in relating to such accounts furnish allinformation relating to the Company available with them to the Resolution Professional.
As per the books of accounts of the company the majority of the financial transactionsrecorded therein pertain to a period before March 27 2019 (i.e. insolvency commencementdate) wherein the suspended board of directors of the company was responsible for theaffairs and day to day functioning of the Company. The transactions recorded after March27 2019 includes only the annual provisioning pertaining to Depreciation Audit FeesShare Transfer Agent Fees & Newspaper publication of CIRP commencement Bank Charges.
The financial statements have been approved by the RP solely on the basis of and onrelying on the information and representation given by the management (i.e. suspendedboard of directors) of the Company for the financial transactions incurred
before the date of Cl RP commencement. The RP has approved the said financials only tothe limited extend of discharging the powers of the boards of Directors of the Companywhich have been conferred upon him inter alia in terms of provision of section 17 of theIBC 2016 and do not make any representations verification or issue any statements inrelations to the financial statements are true complete and accurate in all respects.
3. STATE OF AFFAIRS:
The company is currently undergoing CIRP under the provisions of the Insolvency andBankruptcy Code 2016. Considering the above the Company has no immediate plans foraction.
4. REFERENCE TO B.I.F.R.
Company had filed a reference u/s 15 (I) of the Sick Industries Companies (SpecialProvisions) Act 1965 (SICA) before Board for Industrial & Financial Reconstruction(B.I.F.R) informing the said Board that net worth of the Company had been eroded fully ason 30-09-2012 and the Company had become a Sick Company. However w.e.f. 1stDecember 2016 the BIFR has been abolished pursuant to notification S.O. 3568(E) and S. O.3569(E). The management is in advanced discussion with the Government for seeking fullsupport for the revival of the Company.
Your Directors regret their inability to recommend any dividend in view of lossesincurred.
The Board reports that the Company has not transferred any amount to the reservesduring the current financial year.
7. MATERIAL CHANGES AND COMMITMENTS:
Save as mentioned elsewhere in this Report no material changes and commitmentsaffecting the financial position of the Company have occurred between end of the financialyear of the Company March 312019 till the date of this report except the following:
Suspension of Powers of Board due to Initiation of Insolvency proceedings against theCompany by Hon'ble National Company Law Tribunal (NCLT) Chennai Bench vide its orderdated 26th March 2019.
As per section 17 of the IBC 2016 the powers of the Board of Directors standssuspended and such powers shall be vested with Ravindra Chaturvedi
(IBBI registration number IBBI/I PA-001 /I P-
P00792/2017-18/11359 appointed as the IRP with respect to the Company and continued asResolution Professional by the Committee of Creditors in its first meeting held on 25thApril 2019 under provisions of the code.
There have been no material changes that have occurred subsequent to the date of thereport and the closure of the financial year to which the balance sheet relates.
8. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED IMPACTING THE GOING CONCERN STATUSAND COMPANY'S OPERATIONS IN FUTURE:
Initiation of Insolvency proceedings against the Company by Hon'ble National CompanyLaw Tribunal (NCLT) Chennai Bench vide its order dated 26th March 2019.
As per section 17 of the IBC 2016 the powers of the Board of Directors standssuspended and such powers shall be vested with Ravindra Chaturvedi (IBBI registrationnumber IBBI/IPA-001/IP- P00792/2017-18/11359 appointed as the IRP with respect to theCompany and continued as Resolution Professional by the Committee of Creditors in itsfirst meeting held on 25th April 2019 under provisions of the code.
9. DETAILS OF SUBSIDIARY/JOINT VENTURES/ ASSOCIATE COMPANIES:
The Company does not have any subsidiaries/ joint ventures and/or associate companiesas on the date of this report.
10. PUBLIC DEPOSITS:
The Company has not invited or accepted deposits from the public covered under Section73 of the Companies. Act 2013 and The Companies (Acceptance of Deposits) Rules2014.
Pursuant to section 139 of the Companies Act 2013 and rules framed thereunder theCompany had appointed M/s. Balakrishnan & Co. (FRN No. 011890S) were appointed asStatutory Auditors of the Company to hold office till the conclusion of the Annual GeneralMeeting to be held in the calendar year 2020 subject to the ratification of theappointment by the members at every Annual General Meeting held thereafter.
The requirement to place the matter relating to appointment of Auditors forratification by members at every Annual general Meeting is done away vide notificationdated May 72018 issued by the Ministry of Corporate Affairs New Delhi. Accordingly noresolution has been placed before the shareholders for ratification of appointment ofAuditors.
13. AUDITOR'S REPORT:
The qualifications in the attached Auditor's Report read with the notes on accounts areself explanatory except those points which are being explained as below:
The Company has prepared accounts for the year 2018-19 based on the concept of GoingConcern. Certain provisions were made on the estimated basis and for known expenses wereaccounted in full.
Your Directors have also noted the observation of the auditors along with the notes onaccounts and wish to comment / clarify on the important observations as follows:
(i) The Company was steadily maintaining its books of accounts on the conceptgoing concern basis in-spite of losses incurred by the Company. The Companyhas been referred to BIFR and expect various reliefs and concession. Accordingly theCompany continues to follow its decision taken in the previous years to maintain theaccounts on the concept of going concern basis.
(ii) The Company is under lock out since 27.12.2012. Your Board of Directors are alsofacing the practical difficulty in getting confirmation in respect of Account Receivablesfrom various debtors in a locked out Company. Thus we are not in a position to provide therequired information on the realizable value of debtors.
(iii) The said Creditor though they were appointed as the internal auditor of theCompany they have not given proper service as an internal auditor for the period. Theyhave not done any Internal Audit work satisfactorily during the period and did not giveany reports which they supposed to give to the Company as an internal Auditor. Your Boardof Directors has noted this lack of responsibility from the part of a professional serviceprovider very seriously and Board raised dispute on the amount due to
the said creditor. Hence it is not payable by the company and accordingly it is notdisclosed .
(iv) Due to continued labour unrest the management was compelled to declare lock outof the unit on 27.12.2012. Since the Company is under lock out there are no skilledworkers and management staff available to conduct the stock verifications and thus yourBoard of directors are not in a position get the stock valuation done.
(v) The Company has write back of sundry balance under the Amensty Scheme by the SalesTax Department Kerala as per the Order No. KGST 13015036 and as per the Certificate no.A3/706/2018 dt 28/12/2018 issued by Sales Tax Office O/o. AIT & STO State Goods& Service Tax Department Kerala.
(vi) Remedial steps are being taken on other adverse remarks raised in the Auditor'sReport. However consequent to the lock out of the Company and continuous shortage ofqualified staff the implementation is delayed.
14. SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board hasappointed M/s KPUB & Co. Practicing Company Secretaries as Secretarial Audit of theCompany.
The Secretarial Audit Report for the financial year ended 31st March 2019is annexed herewith as Annexure 1.
Your Directors have also noted the observation of the Secretarial Auditors and wish tocomment/ clarify on the important observations as follows:
1. The Company is under lock out since 27.12.2012 and has already applied forRegistered with BIFR. The Company is taking remedial steps on remark raised in theSecretarial Audit Report. However consequent to the lock out the Company and continuousshortage of qualified staff the implementation is delayed.
2. The Company is closed since December 2012 and has already applied for registered forBIFR.
3. Company has not appointed Internal Audit and Cost Auditor as company is under lockout and there is no operation since 27.12.2012.
15. SHARE CAPITAL
The authorised share capital of the Company is Rs. 25 crores comprising equity sharecapital of Rs. 15 crores and preference share capital of Rs. 10 crores.
16. EXTRACT OF ANNUAL RETURN
The Board hereby attaches as Annexure 2 an extract of annual return in Form MGT-9 asenvisaged under the provisions of the Companies Act 2013. Copy of the Annual Return ofthe Company is available on the website of the Company at www.excelglasses. com under thehead Investors Information
17. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE *EARNINGS ANDOUTGO
Particulars of conservation of energy technology absorption and foreign exchangeearnings and outgo as required under Section 134(3)(m) of the Companies Act 2013 readwith the Companies (Accounts) Rules 2014 are given in the Annexure 3hereto and forms part of this Report.
18. CORPORATE GOVERNANCE
The Company falls under the exemptions of Chapter IV of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 however a separate report on the practicesfollowed by the Company on Corporate Governance along with Auditor's certificate on itscompliance is annexed and forms part of this report.
19. DEPOSITORY SYSTEM
Equity shares of the Company are tradable compulsorily in demateralised form and yourCompany has established connectivity with both the depositories i.e. National SecuritiesDepository Limited and Central Depository Services (India) Limited through share transferregistrar. In view of the numerous advantages offered by the Depository system membersare requested to avail demat facility of the Company's shares.
The following are the Suspended Board of Directors of the Company as on the date ofthis report:
a. Change in Directorship during the year:
During the year under review Mrs. Beena K. Abdul Jabar (DIN: 08151398) has beenappointed as an Independent Director of the Company for a term of 5 consecutive yearsw.e.f. 7th June 2018.
Further in terms of Section 196 197 203 and Schedule V of the Companies Act 2013 andthe rules made there under Mr. Venugopal B. Karta (08165101) was appointed as a Whole timeDirector of the Company w.e.f. 25th June 2018 for a period of 3 years.
b. Change in Key Managerial Personnel during the year.
During the year under review. Mr. Rajendra Prasad Tiwari has been appointed as theChief Financial Officer (CFO) of the Company w.e.f. 25thJune 2018.
Further pursuant to Section 203 read with rule 8 of Companies (Appointment andRemuneration) Rules 2014 Ms. Arpita Jain an Associate member of Institute of CompanySecretaries of India was appointed as Whole Time Company Secretary of the Company w.e.f.25th June 2018.
c. Statement on declaration given by Independent Directors under sub-section (6) ofSection 149:
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as laid down under Section 149(6)of the Companies Act2013.
d. Familiarization programme undertaken for Independent Directors:
The Independent Directors are familiarised with the Company their roles rightsresponsibilities in the Company nature of the industry in which the Company operatesbusiness model of the Company etc. On appointment the Independent Director is issued aLetter of Appointment setting out in detail the terms of appointment dutiesresponsibilities and expected time commitments. Each newly appointed. Independent Directoris taken through a formal induction program on the Company's operations marketingfinance and other important aspects. The Company Secretary briefs the Director about theirlegal and regulatory responsibilities as a Director.