|BSE: 530773||Sector: Infrastructure|
|NSE: IVRCLINFRA||ISIN Code: INE875A01025|
|BSE 00:00 | 30 Aug||IVRCL Ltd|
|NSE 05:30 | 01 Jan||IVRCL Ltd|
|BSE: 530773||Sector: Infrastructure|
|NSE: IVRCLINFRA||ISIN Code: INE875A01025|
|BSE 00:00 | 30 Aug||IVRCL Ltd|
|NSE 05:30 | 01 Jan||IVRCL Ltd|
Pursuant to the orders of Hon'ble National Company Law Tribunal (NCLT) HyderabadCorporate Insolvency Resolution Process (CIRP) had been initiated in respect of IVRCLLimited ("the Company") under the provisions of the Insolvency and BankruptcyCode 2016 ("the Code") with effect from 23rd February 2018.
In this connection Mr. Sutanu Sinha had been appointed as Resolution Professional (RP)to carry out the activities relating to CIRP as per the rules regulations and guidelinesprescribed by the Code.
Since the company was under Corporate Insolvency Resolution Process (CIRP) as perSection 17 of the Insolvency & Bankruptcy Code from the date of appointment of theResolution Professional -
(a) the management of the affairs of the company was vest in the ResolutionProfessional.
(b) the powers of the Board of Directors company stood suspended and exercised by theResolution Professional.
(c ) the officers and managers of the company to report to the resolution professionaland provide access to such documents and records of the company as may be required by theResolution Professional.
The Hon'ble National Company Law Tribunal Hyderabad Bench ("NCLT") haspassed its order dated July 26 2019 read with corrigendum order issued on July 31 2019for "Liquidation of M/s IVRCL Limited as going concern" and appointed Mr.Sutanu Sinha as the Liquidator of the Company.
Claims and Distribution of assets in Liquidation under Insolvency and Bankruptcy Code(IBC).
The total claims admitted as on 15th November concern" shall bedistributed as per section 53 of 2020 is INR 17958 Crores. The proceeds from the theInsolvency and bankruptcy Code 2016 (IBC). sale of the Company for "Liquidation asgoing concern" shall be distributed as per section 53 of the Insolvency andbankruptcy Code 2016 (IBC).
Summary of List of Claims received up to 15th November 2020
Updated list of Stakeholders (Claims received upto 15th November 2020 ishosted at the Company's website at the linkhttp://www.ivrcl.com/NCLT//All%20Claims%20-%20Updated%2015112020.pdf.
During liquidation Period all of the powers of Board of Directors and Key managerialpersons and the partners of the Corporate debtors as the case may be at cease to haveeffect and vested in the Company Liquidator.
2. FINANCIAL HIGHLIGHTS
The Liquidator presents the 33rd Annual Report of IVRCL Limited("Company") with Audited Financial Statements of the Company for the FinancialYear 2019-2020.
(Rupees in millions)
Since your company is under Liquidation as a going Concern and incurring losses theLiquidator expresses his inability to recommend any dividend for the Financial year 2019 -2020.
4. PERFORMANCE REVIEW
Your company achieved a gross turnover of Rs.4891.05 million for the financial year2019 -20 as against Rs.7292.34 million in the previous financial year. Profit/ (Loss)after Tax (PAT) stood at Rs.(19988.30) million as compared to Rs.(15452.70) million forthe previous financial year.
During the year under review there is no change in nature of business of the companyand no material changes and commitments have occurred after the close of the year till thedate of this Report which affect the financial position of the Company.
Shortage of working capital and initiation of liquidation process have negative impacton the performance of the company.
5. TRANSFER TO RESERVES
Since your company is under Liquidation as a going Concern and incurring losses noreserves to be transferred for the financial year 2019 - 2020.
6. EXTENSION OF ANNUAL GENERAL MEETING
In view of the covid-19 pandemic the Company has sought extension of time fromRegistrar of Companies Hyderabad for conducting the Annual General Meeting of the Companyfor the financial year 2019-20.The Registrar of Companies has granted extension of time bythree months from the due date and accordingly the Annual General Meeting is being held inmonth of D e c e m b e r 2 0 20.
IMPACT OF COVID -19
Post declaration of COVID-19 as a pandemic by the World Health Organization theGovernment in India and across the world have taken significant measures to curtail thewidespread of virus including countrywide lockdown and restriction in economicactivities. The extent to which the COVID-19 pandemic has impacted the Company's resultfor the year ending 31st March 2020 is not substantial. Further the subsequent positionof company preformation will depend on future development which are uncertain includingamount other things any new information concerning the severity of the COVID- 19 pandemicand any action to contain its spread or mitigate its impact whether government- mandatedor elected by the Company
7. BUSINESS REVIEW
The Management Discussion and Analysis Section of the Annual Report present a detailedbusiness review of the company.
8. CHANGE IN SHARE CAPITAL
There is no change in the share capital of the Company during the year under review.The trading in the shares has been suspended by NSE & BSE from 3 September 2020 due toLiquidation of the Company as a going concern.
9. SUBSIDIARY COMPANIES
The Company has 26 direct subsidiaries and 3 associate companies within the meaning ofSection 2(87) and 2(6) of the Companies Act 2013 respectively (hereinafter referred as"Act). There has been no material change in nature of business of the subsidiaries.Pursuant to Proviso to Section 129(3) of the Act a statement containing the salientfeatures brief details of performance and financials of the Subsidiaries Associates andJoint Venture Companies for the financial year ended March 31 2020 is attached toFinancial Statements of the Company.
Pursuant to Section 136 of the Act the financial statements including consolidatedfinancial statements other relevant documents and audited accounts of subsidiaries of thecompany are available at website of the Company www.ivrcl.com under Financials Section andwill be available for inspection by any member at the Registered office of the Company onall working days during business hours.
The Board has adopted a policy for determining material subsidiaries of the Company asper SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015. The saidpolicy is hosted at the Company's website at thelinkhttp://www.ivrcl.com/downloads/PolicyonMat erialSubsidiaries New.pdf
10. CONSOLIDATED FINANCIAL STATEMENTS
In terms of Section 129(3) of the Companies Act 2013 and Regulation 34 of the SEBI(Listing Obligations and Disclosures Requirements) Regulations 2015 ConsolidatedFinancial Statements of the Company prepared in accordance with Accounting Standardsissued by Institute of Chartered Accountants of India are attached and forms part of theAnnual Report.
11. FIXED DEPOSITS
During year under review your company has neither invited nor accepted any FixedDeposits from the public.
13. CORPORATE GOVERNANCE
Detailed Report on Corporate Governance as stipulated under Schedule V of SEBI LODRRegulations is provided under separate section and forms part of this Report.
The requisite certificate from Practicing Company Secretaries confirming thecompliance of the conditions stipulated under SEBI LODR Regulations is attached to theReport on Corporate Governance.
14. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As stipulated under SEBI (Listing Obligations and Disclosures Requirements) Regulations2015 the Report on Management Discussion and Analysis is annexed to this report and formspart of the Annual-Report.
15. POLICY ON CODE OF CONDUCT
The Company laid down a "Code of Conduct" for all Board members and SeniorManagement Personnel. The said code of conduct is hosted at the Company's website.
16. DIRECTORS AND KEY MANAGERIAL PERSONNEL.
The Company is under Liquidation as a going concern since 26th July 2019vide NCLT order read with corrigendum order dated 31st July 2019. By virtue ofNCLT order all the powers of the Board of Directors and Key managerial personnel shallcease to have effect and shall be vested with the Liquidator. In addition to the abovepowers the Liquidator shall exercise the powers and duties as enumerated in section 35 to50 52 to 54 of the Insolvency and Bankruptcy Code 2016 read with Insolvency andBankruptcy Board of India (Liquidation Process) Regulations 2016.
Mr. R. Balarami Reddy Chief Financial Officer has superannuated on 30thJune 2019 and in his place Mr. L. Ragurami Reddy was appointed as Chief Financial officer.
There have been no other changes in Directors and Key Managerial Personnel of theCompany.
17. MEETINGS OF THE BOARD
No meetings were conducted by the Board of Directors since the powers of the Board ofDirectors have been suspended w.e.f. 23.02.2018 pursuant to the orders dated 23.02.2018 ofHon'ble National Company Law Tribunal (NCLT) on commencement of CIRP and subsequently onLiquidation of the Company as a going concern dated 26th July 2019 read withcorrigendum order dated 31st July 2019.
18 BOARD COMMITTEES
Since the powers of the Board of Directors have been suspended w.e.f. 23.02.2018pursuant to the orders dated 23.02.2018 of Hon'ble National Company Law Tribunal (NCLT)the powers of the various committees have also been suspended w.e.f. the same date oncommencement of CIRP and subsequently on Liquidation of the Company as a going concern.Hence no meetings have been conducted.
19 BOARD EVALUATION
Since the powers of the Board of Directors have been suspended w.e.f. 23.02.2018pursuant to the orders of Hon'ble National Company Law Tribunal (NCLT) dated 23.02.2018 oncommencement of CIRP and subsequently on Liquidation of the Company as a going concernevaluation of Board has not taken place.
20. AUDITORS AND THEIR REPORTS Statutory Auditors
M/s. Chaturvedi & Co. Chartered Accountants (Firm Registration No. 302137E) wereappointed as Statutory Auditors of the company at the Annual General Meeting held on 29thday of September 2017 for a period of 5 years [i.e. from the F.Y 2017-18 to F.Y2021-22].
During the year under review no fraud has been reported by auditors undersub-section(12) of Section 143 of the Act.
The Comments for the qualifications in the Auditor's Report on the financial statementsof the Company for financial year 2019- 20 are as provided in the "Statement onImpact of Audit Qualifications" which is annexed hereafter and forms part of thisreport.
As per the provisions of Section 204 of the Act the Company appointed M/s. D.Hanumanta Raju & Co Practicing Company Secretaries as Secretarial Auditor for thepurpose of auditing the Secretarial activities of the Company for the financial year2019-20.
The Secretarial audit report issued by the said auditor has been annexed to this reportas Annexure A.
The Secretarial Audit Report contains qualifications.
As per the provisions of Section 148 of the Act read with Rules made thereunder thecompany appointed M/s. Sagar & Associates Practicing Cost Accountants as Cost Auditorfor the purpose of auditing the Cost accounting records maintained by the company for thefinancial year 2019-20.
21. PARTICULARS OF LOANS INVESTMENTS AND GUARANTEES
The particulars of loans investments made and guarantees issued under Section 186 ofthe Act during year under review are provided in notes to financial statements whichforms part of this report.
22. RELATED PARTY TRANSACTION
As per the requirement of provisions of the Act and SEBI (Listing Obligations andDisclosures Requirements) Regulations 2015 the Company has formulated a policy on RelatedParty Transactions (RPT) to ensure the transparency in transactions between the companyand related parties. The said RPT Policy is also available at Company's website at thelinkhttp://www.ivrcl.com/downloads/RelatedPart yTransactionPolicy.pdf All Related PartyTransactions entered by the Company during the year under review were in ordinary courseof business and on Arm's length basis. There were no materially significant related partytransactions entered by the company during year under review.
Since all the related party transactions entered into by the Company were in ordinarycourse of business and were on Arm's length basis disclosure in form AOC- 2 as requiredunder Section 134(3)(h) of the Act is not applicable.
The details of related party transactions pursuant to Accounting Standards are providedin notes to financial statements.
23. INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls commensurate with thesize scale and complexity of operations. The details relating to internal financialcontrols and their adequacy are included in the Management Discussion and Analysis Reportwhich forms part of this Report.
24. RISK MANAGEMENT
The company has established Risk Management process to manage risks with the objectiveof maximizing shareholders value. The details of various risks that are being faced by theCompany are provided in Management Discussion and analysis Report which forms part ofthis Report.
25. WHISTLE BLOWER POLICY
The Board has adopted a Whistle Blower Policy as stipulated under Section 177(9) of theAct and SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 to reportthe genuine concerns of the employees and Directors.
The Whistle Blower Policy adopted by the Company is hosted on Company's website at thelink http://ivrcl.com/downloads/WhistleBlowerPolicy. pdf
26. SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by the regulators or tribunalsimpacting the going concern status and Company's operations in future.
27. CASES FILED UNDER SEXUAL HARASSMENT ACT
No cases were filed pursuant to the Sexual Harassment of Women at work Place(Prevention Prohibition and Redressal) Act 2013 during the year under review.
28 PARTICULARS OF EMPLOYEES
The statement containing the information pertaining to employees as required underSection 197(12) of the Act read with Rule 5(2) of Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 is annexed to this report. Having regard toprovisions of Section 136 of the Act the Annual Report excluding the aforesaidinformation is being sent to the members of the company. The said information is availablefor inspection at the registered office of the Company during working hours and any memberinterested in obtaining the said information may write to Company Secretary and the samewill be furnished on request.
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are annexed as Annexure B to this Report.
29. Conservation of Energy Technology Absorption and Foreign Exchange Earnings &Outgo:
Conservation of Energy is an ongoing process in the Company's activities. The coreactivity of the company is civil construction which is not an energy intensive activity.
There is no information to be furnished regarding Technology Absorption as your Companyhas not undertaken any research and development activity in any manufacturing activity norany specific technology is obtained from any external sources which needs to be absorbedor adapted.
Innovation is a culture in the Company to achieve cost efficiency in the constructionactivity to be more and more competitive in the prevailing environment and the effect ofthe same cannot be quantified.
The particulars of expenditure and earnings in Foreign currency are provided in notesto financial statements.
30. CORPORATE SOCIAL RESPONSIBILITY
As per the provisions of Section 135 of the Act the Company has constituted the CSRcommittee to formulate implement and monitor the CSR Policy of the Company. However asthe Company does not have average net profits for the three immediately precedingfinancial years the Company was not required to make any expenditure on CSR activitiesduring financial year 2019 -20 as specified under Section 135(5) of the Act.
Hence the information on CSR activities as required under Section 135(5) of the Act andRule 8 of Companies (Corporate Social Responsibility Policy) Rules 2014 has not beenprovided by the Company for the financial year 2019-20.
31. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT- 9 as requiredunder Section 92 of the Companies Act 2013. For details please click www.ivrcl.com.
32. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS.
The Company has complied with Secretarial Standards issued by the Institute of CompanySecretaries of India on Board meetings and Annual General-Meetings
33. INDUSTRIAL RELATIONS
The Company enjoyed cordial relations with the employees during the year under reviewand the Management appreciates the employees of all cadres for their dedicated services tothe Company.
34. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Companies Act 2013 the Liquidatorhereby state that:
(a) in preparation of annual accounts the applicable accounting standards have beenfollowed along with proper explanation relating to material departures.
(b) the Liquidator had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
(c) the Liquidator had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) the Liquidator had prepared the annual accounts on a going concern basis; and
e) the Liquidator in the case of a listed company had laid down internal financialcontrols to be followed by the Company and that such internal financial controls areadequate and were operating effectively.
(e) the Liquidator had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
(f) The Company being liquidated as going concern all Disclosers are done inaccordance with Indian Accounting Standards (Ind AS) notified under Section 133 of theCompanies Act 2013 ('the Act') read with Rule 3 of the Companies (Indian AccountingStandards) Rules 2015 and presentation requirements of Division II to Schedule IIIsubject to various overriding provisions of IBC 2016 as and where applicable.
35. CORPORATE INSOLVENCY RESOLUTION PROCESS (CIRP) AND LIQUIDATION AS A GOING CONCERN
The Company was under CIRP and subsequently under liquidation as going concern andinformation pertaining to the process is available at the Company websitewww.ivrclinfra.com.
36. ACKNOWLEDGEMENTS AND APPRECIATIONS
The Liquidator wishes to express appreciation of the support and co-operation of theStakeholders various departments of Central and the State Governments Bankers FinancialInstitutions Suppliers Employees Associates Subcontractors and others.