Mr Nitin V Panchal Resolution Professional presents the 48thAnnual Report and theaudited financial statements for the financial year ended March 31 2020
This is to appraise the members that pursuant to an application filed by StressedAssets Stabilization Fund (SASF) before the Hon'ble National Company Law TribunalHyderabad Bench ("NCLT") in terms of Section 7 of the Insolvency and BankruptcyCode 2016 read with the rules and regulations framed there under ("Code") NCLThad admitted the application and ordered the commencement of corporate insolvencyresolution process ("CIR Process") of Galada Power and TelecommunicationLimited("GPTL/Corporate Debtor/Company")vide its order dated 14th August 2019("Admission Order"). NCLT had pursuant to the Admission Order appointed Mr.Nitin V Panchal as an interim resolution professional (IRP) for the Corporate Debtor. Interms of the Admission Order inter alia the management of the affairs of the CorporateDebtor was vested with IRP. Thereafter the Committee of Creditors (CoC) of the CorporateDebtor appointed Mr. Nitin V Panchal as the resolution professional for the CorporateDebtor ("RP" ).
In terms of Section 17 of the Code on commencement of CIRP the powers of the Boardof Directors of GPTL stand suspended and the same are exercised by RP. The management ofthe affairs of GPTL has also been vested with RP till the time resolution plan is approvedby CoC and further approved by NCLT under the Code
The financial statements for the financial year ended March 31 2020 forming part ofthis Annual Report have been prepared in accordance with the Indian Accounting Standards(Ind AS) as notified by the Ministry of Corporate Affairs
The Company's financial performance for the year ended 31stMarch 2020and period ended31stMarch 2019is summarized below:-
|Particulars ||Year ended ||Year ended |
| ||31st March 2020 ||31st March 2019 |
|Sales ||21 ||465 |
|Gross Profit ||(195) ||(42) |
|Interest ||119 ||234 |
|Cash Profit ||(314) ||(276) |
|Depreciation ||69 ||72 |
|Exceptional Item || || |
|Profit Before Tax ||(383) ||(348) |
|Profit After Tax ||(383) ||(348) |
|Dividend ||--- ||--- |
OPERATIONS AND STATE OF AFFAIRS OF THE COMPANY:
The Company is in CIRP under the Code and during the period under review the Companydid not have any business activity and the period ended with a loss of Rs. 383 lakhs ascompared to the previous year loss of Rs. 348 lakhs.
The present pandemic situation on account of COVID-19 has been a challenge for thepeople communities business countries and the world as a whole. It has disruptiveimpact beyond any parallel. However during the entire lockdown our team has handled allthe functions in compliance with the Code.
DIVIDEND & TRANSFER TO RESERVE:
During the year under review since the Company is in CIRP and due to current yearlosses no dividend on the equity shares of the Company has been recommended and no amountis proposed to be transferred to the reserves.
STATUS OF CORPORATE INSOLVENCY RESOLUTION PROCESS (CIRP)
During CIRP RP with the concurrence ofCoC invited Expression of Interest (EOI) forresolution plan. Two Resolution Applicants (RA) submitted their resolution plans compliantwith the Code and the same were presented to CoC.However these Resolution plans wererejected byCoC and the result of e-voting was communicated to the Resolution Applicants.
Post communication of the rejection of the plans to the Resolution Applicants theyexpressed their willingness to improve their offer. These communications were placedbefore CoC and the Resolution Professional was authorized to file MiscellaneousApplication before Hon'ble NCLT Hyderabad Bench seeking permission / directions as towhether re-negotiations / revised resolution plans be considered by COC with the same RAswhose plans were already rejected by COC.
Miscellaneous Application as mentioned above was filed with the Hon'ble NCLT Hyderabad Bench on 18th May 2020 through e-filing followed by separate petition on 27thMay 2020 for early hearing of the same..The matter is reserved for Order since then.
RP has filed Miscellaneous Application before Hon'ble NCLT Hyderabad bench againstthe ExManagement contesting the payments of remuneration and repayment of unsecured loansto Managing Director and Executive Director respectively as 'Preferential Payments"invoking the applicable provisions of the Code and the proceedings are in progress for thesame
During the period under review there was no change in the Authorized and Paid Up ShareCapital of the Company. The Authorized Share Capital of the Company is Rs.11 Crores. ThePaid Up Equity Share Capital of the Company is Rs. 7.49 Crores as on 31st March 2020.
Extract of Annual Return
As required under Section 134(3)(a) of the Act the Annual Return for the financialyear 2019-20 is put up on the Company's website and can be accessed athttps://www.galadapower.com
Particulars of Contracts or Arrangements with Related Parties
All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. Your attention is drawn to Note 40 to the financial statement which sets outrelated party disclosures Material Development in Human Resources /Industrial Relations.
The Company values human resources as one of the most important asset. The Company hasalways had an excellent track record of cordial and harmonious industrial relations. Thereare20 employees as on date. During the Financial year 2019-20 there were changes in theremuneration drawn by certain employees wef 1st November 2019 as per the discussion heldduring the 3rd COC Meeting held on 14th November 2019 and the same was approved byresolution as required by Section 28 of the Insolvency and Bankrupcy Code 2016
In view of the General Circular No.20/2020 dated 5th May 2020 issued by Ministry ofCompany Affairs and prevailing situation owing to the difficulties involved indispatchingphysical copies the financial statements ( including RP's Report Auditor'sReport and other documents)are sent only by email to the members and to all the otherpersons entitled
Auditors& Auditors Report
M/s.K.S.Rao& Co. Chartered Accountants ( Firm Registration No. 003109S ) hold theoffice from the conclusion of AGM until conclusion of the next AGM and they confirmedtheir eligibility to the effect that their appointment if made would be withing theprescribed limits under the Act and they are not disqualified for the appointment. Theywere appointed till 2023 and ADT-1 was filled accordingly. They will be paid remunerationas mutually discussed and approved by the Committee of Creditors.
Explanation to Auditor's Remarks
The Report of the Auditor is given as an annexure which forms part of theAnnualReport.There were no qualification or adverse remarks made in the Auditors' Report.Hence no comments under Section 134 (1) of the Companies Act 2013 are called for.
Material Changes affecting the Financial Position of the Company
Except as disclosed in this report there were no material changes and commitmentsaffecting the financial position of the Company which have occurred between the end of thefinancial year and the date of this report.
Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo
As the Company does not carry on any manufacturing activity most of the information ofthe Company as required under Section 134(3)of the Act read with Rule 8 of the Companies(Accounts) Rules 2014 are not applicable. However the information as applicable has beengiven in the documents forming part of this Report.
Details of Subsidiary Joint Venture or Associates
The company has no subsidiaries joint ventures or associate companies during thefinancial year 2019-20
Consolidated Financial Statements
The Company doesn't have any subsidiaries. Hence there is no need to prepareconsolidated financial statement for the financial year 2019-20
BOARD OF DIRECTORS
During the year Ms.AmeetTrehan an Independent Director had submitted her resignationon 28th February 2020 as a Director of the Company.As required under the CompaniesAct2013 the Company had filed the necessary eForm DIR -12 with Registrar of Companies (ROC ).However as required under Section 28(1) (2) of the Insolvency and Bankruptcy Code2016 the Resolution Professional put up the same before the Committee of Creditors forseeking their vote on the same in their meeting held on 16th April 2020.The CoC did notapprove the resignation of Ms.AmeetTrehan an Independent Director of the Company.The DIR-12 was filed with the ROC along with the outcome of the above referred COC meeting.
DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Company is in CIRP and the Board is suspended. The powers of the management arevested in RP.Provisions of Section 152 (6) of the Companies Act 2013 regarding retirementof directors by rotation is not applicable to the company.
DECLARATION OF INDEPENDENT DIRECTORS:
As the Board is suspended due to commencement of CIRP the provisions relating todeclaration of Independent Directors are not applicable.
NUMBER OF BOARD MEETINGS CONDUCTED DURING THE PERIOD UNDER REVIEW:
The Board Meeting were conducted for the first quarter and second quarter on 28.05.2019and 14.08.2019 respectively.
No furthermeeting of Board of Directors or Committee was held after the commencement ofCorporate Insolvency Resolution Process (CIRP).
Due to suspension of the Board these provisions are not applicable.
Details of significant & material orders passed by the regulators or courts ortribunal.
Except as disclosed in this report no orders have been passed by the Regulators orCourts or Tribunals impacting the going concern status and the Company's operation .
Corporate Social Responsibility (CSR) Policy
The Company is not required to constitute a Corporate Social Responsibility Committeeas it does not fall within purview of Section 135(1) of the Companies Act 2013 and henceit is not required to formulate policy on corporate social responsibility.
STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THECOMPANY
The Company manages monitors and reports on the principal risk and uncertainties thatcan impact its ability to achieve its strategic objectives. The company's managementsystems organization structure processes standards code of conduct and behaviorgovern the business of the company and manage associated risks.
Directors Responsibility Statement
Before the commencement of Insolvency Process Pursuant to the provisions of Section134(5) of the Companies Act 2013 the Directors hereby confirm that:
L in the preparation of Annual Accounts the applicable Accounting Standards have beenfollowed and there has been no material departure.
i they have selected accounting policies were applied consistently and the directorsmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at 31stMarch2020 and of the profit/lossfor the year ended on that date.
i they have made proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.
v They have prepared the annual accounts on a going concern basis.
v they have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and operating effectively.
v they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively
The Company is not operational and there are 20 workers & employees working atpresent in the Company. All responsibilities related to Accounts Finance Compliances andall other work related to the Company were on the Directors of the Company . Hence Directors of the company are responsible for all the acts of the Company prior to the CIRPcommencement date."
During CIRP the Resolution Professional has relied upon the representationsclarification and
explanations provided by the CFO & Company Secretary in relation to the Audit ofFinancial Statements and approved the same only to the limited extent of discharging thepowers of the Board of the Company which has been conferred upon him interalia in terms ofthe provisions of Section 17 of IBC-2016
It is pertinent to note that the Resolution Professional made all practical andreasonable efforts from time to time to facilitate information / data from the officials /public domain / suspended directors of the company in relation to preparation of thefinancial statements of the company and also to provide the information required by theauditors for the purpose of carrying out the audit. The RP has tried his best to preparethe financial accounts based on the available records in various forms and theexplanations given to him .The RP also confirms that no assets belonging to third partywere in the possession of the company on the date of admission for CIRP as well as handingover of the charge to him.
RP has not personally verified the information found through various sources and placedreliance/confidence on the available data/ information produced before him and theexplanations given to him.
Because of the inherent limitations of the financial control with reference to thefinancial statements including the possibility of the collusion or improper management&override controls material misstatements due to error or fraud may occur and may notbe detected.
The Financial statements have been signed by the Resolution Professional in hisfiduciary capacity and only for the statutory requirement without accepting any personalresponsibility. The resolution professional is not liable for any error or misstatement ofthe facts and figures if any in the accounts of M/s Galada Power and TelecommunicationLimited for the year ended 31st March 2020 and the same are only for the purpose ofstatutory compliance. Resolution professional should be absolved from the accuracyveracity and sufficiency or completeness of such information. Readers and users of thesestatements are advised to do their due diligence before arriving at any conclusion. TheResolution Professional has signed the Financial Statements to facilitate the CIR Processand to facilitate the Statutory requirements without any liability of the same.
The Provisions of Section 148(1) of the Act are not applicable to the Company andaccordingly the Company has not maintained cost accounts and records for the year endedMarch 31 2020.
SECRETARIAL AUDIT ^SECRETARIAL COMPLIANCE REPORT
Pursuant to the provisions of Section 204 of the Act read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the ResolutionProfessional had appointed M/s S.V.Achary& Co Company Secretaries in Practice toundertake the Secretarial Audit of the Company. There is no qualification reservation oradverse remark made in their Secretarial
Audit Report submitted to the Company. The Secretarial Audit Report is attachedherewith as Annexure I.
The Company is exempted from"Corporate Governance Report " as the paid-upequity share capital is less than Rs 10 crores and net-worth is less than Rs 25 crores interms of clause 15(2) of SEBI ( Listing Obligations and Disclosure Requirements )Regulations 2015 as amended from time to time.
Particulars of Employees and related disclosures
Provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 (the Rules) asamended regarding particulars of the employees drawing remuneration in excess of thelimits set out in the said Rules is not applicable to the Company.
Compliance with provisions of Sexual Harassment of Women at workplace (PreventionProhibition and Redressal) Act 2013
The Company is committed to uphold and maintain the dignity of women employees and ithas in place a policy which provides for protection against sexual harassment of women atwork place and for prevention and redressal of such complaints. During the year no suchcomplaints was received.
The Company has also constituted an Internal Compliance Committee under the SexualHarassment of Women at workplace (Prevention Prohibition and Redressal) Act 2013 .
The Resolution Professional States that no disclosure or reporting is required inrespect of the folloing items as there were no transactions on these items during the yearunder review.
1. Details relating to deposits covered under Chapter V of the Act
2. Issue of equity shares with differential rights as to dividend voting or otherwise.
3. Issue of shares ( Including Sweat Equity Shares) to employees of the company underany scheme
4. Neither the Managing Director nor the Whole Time Director of the company hasreceived any commission from the company.
The RP of the Company would like to express sincere appreciation for the cooperationand assistance received from shareholders bankers regulatory bodies employees and otherbusiness constituents during the year under review. The RP looks forward their support infuture.
For and on behalf of Galada Power &Telecommunication Limited
Nitin Vishwanath Panchal Resolution Professional
Galada Power And Telecommunication Limited (Under Corporate Insolvency ResolutionProcess)
IP registration no. IBBI/IPA-001/IP-P00777/2017-2018/11350 Email ID:firstname.lastname@example.org
(Galada Power and Telecommunication Limited is inCorporate Insolvency ResolutionProcess under the Insolvency and Bankruptcy Code 2016. Its affairs business and assetsare being managed by the Resolution Professional Mr.NitinV.Panchal appointed by theNational Company Law Tribunal by Order dated 14th August 2019and continued as ResolutionProfessional by the Committee of Creditors in its meeting held on 20th September 2019underthe provisions of the Code.)
Signed without any liability for administrative purpose only as review period alsocontains period prior to appointment of Insolvency professional / commencement ofcorporate insolvency resolution process.