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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
OPEN 0.39
PREVIOUS CLOSE 0.39
VOLUME 14054
52-Week high 0.39
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 31
Buy Price 0.38
Buy Qty 5.00
Sell Price 0.39
Sell Qty 4840.00
OPEN 0.39
CLOSE 0.39
VOLUME 14054
52-Week high 0.39
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 31
Buy Price 0.38
Buy Qty 5.00
Sell Price 0.39
Sell Qty 4840.00

IVRCL Ltd. (IVRCLINFRA) - Director Report

Company director report

To

The Members

IVRCL Limited

Pursuant to the orders of Hon'ble National Company Law Tribunal (NCLT)Hyderabad Corporate Insolvency Resolution Process (CIRP) had been initiated in respect ofIVRCL Limited ("the Company") under the provisions of the Insolvency andBankruptcy Code 2016 ("the Code") with effect from 23rd February 2018.

In this connection Mr. Sutanu Sinha had 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 was under Corporate Insolvency Resolution Process(CIRP) as per Section 17 of the Insolvency & Bankruptcy Code from the date ofappointment of the Resolution Professional -

(a) the management of the affairs of the company was vest in theResolution Professional.

(b) the powers of the Board of Directors company stood suspended andexercised by the Resolution Professional.

(c) the officers and managers of the company to report to theresolution professional and provide access to such documents and records of the company asmay be required by the Resolution Professional.

1. LIQUIDATION

The Hon'ble National Company Law Tribunal Hyderabad Bench("NCLT") has passed its order dated July 26 2019 read with corrigendum orderissued on July 31 2019 for "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 andBankruptcy Code (IBC).

The proceeds from the sale of the Company for "Liquidation asgoing concern" shall be distributed as per section 53 of the Insolvency andbankruptcy Code 2016 (IBC). Updated list of Stakeholders is hosted at the Company'swebsite.

During liquidation Period all of the powers of Board of Directors andKey managerial persons and the partners of the Corporate debtors as the case may be atcease to have effect and vested in the During liquidation Period all of the powers ofBoard of Directors and Key managerial persons and the partners of the Corporate debtorsas the case may be at cease to have effect and vested in the Company Liquidator.

2. FINANCIAL HIGHLIGHTS

The Liquidator presents the 34th Annual Report of IVRCLLimited ("Company") with Audited Financial Statements of the Company for theFinancial Year 2020-2021.

(Rupees in millions)

Particulars Standalone
FY 2019-20 FY 2020-2021
Total Revenue 4891.05 3123.20
Gross Profit before Interest Depreciation Exceptional Item & Tax (5141.85) (11485.86)
Less: Interest 13965.59 16178.67
Depreciation 333.45 240.68
Exceptional item 532.38 NIL
Provision for Tax / Reversal of Tax in Current Year (15.03) (15.03)
(Loss)/Profit after Tax (19988.30) (27920.24)
Paid-up Capital 1565.80 1565.80
Reserves & Surplus (53016.60) (81123.79)
EBIDTA (5141.85) (11485.86)

3. DIVIDEND

Since your company is under Liquidation as a going Concern andincurring losses the Liquidator expresses his inability to recommend any dividend for theFinancial year 2020 - 2021.

4. PERFORMANCE REVIEW

Your company achieved a gross turnover of Rs. 3123.20 million for thefinancial year 2020 -21 as against Rs. 4891.05 million in the previous financial year.Profit/ (Loss) after Tax (PAT) stood at Rs. (27920.24) million as compared to Rs.(19988.30) million for the previous financial year.

During the year under review there is no change in nature of businessof the company and no material changes and commitments have occurred after the close ofthe year till the date of this Report which affect the financial position of the Company.

Shortage of working capital and initiation of liquidation process havenegative impact on the performance of the company.

5. TRANSFER TO RESERVES

Since your company is under Liquidation as a going Concern andincurring losses no reserves to be transferred for the financial year 2020 - 2021.

6. IMPACT OF COVID -19

The extent to which the COVID-19 pandemic has impacted the Company'sresult for the year ending 31st March 2021 is not substantial.

7. BUSINESS REVIEW

The Management Discussion and Analysis Section of the Annual Reportpresent a detailed business review of the company.

8. CHANGE IN SHARE CAPITAL

There is no change in the share capital of the Company during the yearunder review. The trading in the shares has been suspended by NSE & BSE from 3rdSeptember 2019 due to Liquidation of the Company as a going concern.

9. SUBSIDIARY COMPANIES

The Company has 26 direct subsidiaries and 3 associate companies withinthe meaning of Section 2(87) and 2(6) of the Companies Act 2013 respectively (hereinafterreferred as "Act). There has been no material change in nature of business of thesubsidiaries. Pursuant to Proviso to Section 129(3) of the Act a statement containing thesalient features brief details of performance and financials of the SubsidiariesAssociates and Joint Venture Companies for the financial year ended March 31 2021 isattached to Financial Statements of the Company.

Pursuant to Section 136 of the Act the financial statements includingconsolidated financial statements other relevant documents and audited accounts ofsubsidiaries of the company are available at website of the Company www.ivrcl.com underFinancials Section and will be available for inspection by any member at the Registeredoffice of the Company on all working days during business hours.

The Board has adopted a policy for determining material subsidiaries ofthe Company as per SEBI (Listing Obligations and Disclosures Requirements) Regulations2015. The said policy is hosted at the Company's website at the link

http://www.ivrcl.com/downloads/PolicyonMaterialSubsidiariesNew.pdf

10. CONSOLIDATED FINANCIAL STATEMENTS

In terms of Section 129(3) of the Companies Act 2013 and Regulation 34of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015Consolidated Financial Statements of the Company prepared in accordance with AccountingStandards issued by Institute of Chartered Accountants of India are attached and formspart of the Annual Report.

11. FIXED DEPOSITS

During year under review your company has neither invited nor acceptedany Fixed Deposits from the public.

12. CHANGE IN REGISTERED OF FICE OF THE COMPANY

The registered office of the Company has been changed from M-22/3RTVijaynagar Colony Hyderabad to 'MIHIR' H.No.8-350/5/A/24/1B Panchavati Colony RoadNo.2 Banjara Hills Hyderabad- 500 034

13. CORPORATE GOVERNANCE

Detailed Rep ort on Corporate Governance as stipulated under Schedule Vof SEBI LODR Regulations is provided under separate section and forms part of this Report.

The requisite certificate from Practicing Company Secretariesconfirming the compliance of the conditions stipulated under SEBI LODR Regulations isattached to the Report on Corporate Governance.

14. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As stipulated under SEBI (Listing Obligations and DisclosuresRequirements) Regulations 2015 the Report on Management Discussion and Analysis is annexedto this report and forms part of the Annual Report.

15. POLICY ON CODE OF CONDUCT

The Company laid down a "Code of Conduct" for all Boardmembers and Senior Management Personnel. The said code of conduct is hosted at theCompany's website.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL.

The Company is under Liquidation as a going concern since 26th July2019 vide NCLT order read with corrigendum order dated 31st July 2019. By virtue of NCLTorder all the powers of the Board of Directors and Key managerial personnel shall cease tohave effect and shall be vested with t he Liquidator. In addition to the above powers theLiquidator shall exercise the powers and duties as enumerated in section 35 to 50 52 to54 of the Insolvency and Bankruptcy Code 2016 read with Insolvency and Bankruptcy Boa rdof India (Liquidation Process) Regulations 2016.

There are no changes in Directors and Key Managerial Personnel of theCompany during the year.

17. MEETINGS OF THE BOARD

No meetings were conducted by the Board of Directors since the powersof the Board of Directors have been suspended w.e.f. 23.02.2018 pursuant to the ordersdated 23.02.2018 of Hon'ble National Company Law Tribunal (NCLT) on commencement of CIRPand subsequently on Liquidation of the Company as a going concern dated 26th July 2019read with corrigendum order dated 31st July 2019.

18 BOARD COMMITTEES

Since the powers of the Board of Directors have been suspended w.e.f.23.02.2018 pursuant to the orders dated 23.02.2018 of Hon'ble National Company LawTribunal (NCLT) the powers of the various committees have also been suspended w.e.f. thesame date on commencement of CIRP and subsequently on Liquidation of the Company as agoing concern. Hence no meetings have been conducted.

19 BOARD EVALUATION

Since the powers of the Board of Directors have been suspended w.e.f.23.02.2018 pursuant to the orders of Hon'ble National Company Law Tribunal (NCLT) dated23.02.2018 on commencement of CIRP and subsequently on Liquidation of the Company as agoing concern evaluation of Board has not taken place.

20. AUDITORS AND THEIR REPORTS

Statutory Auditors

M/s. Chaturvedi & Co. Chartered Accountants (Firm Registration No.302137E) were appointed as Statutory Auditors of the company at the Annual General Meetingheld on 29th day of September 2017 for a period of 5 years [i.e. from the F.Y 2017-18 toF.Y 2021-22].

During the year under review no fraud has been reported by auditorsunder sub-section(12) of Section 143 of the Act.

The Comments for the qualifications in the Auditor's Report on thefinancial statements of the Company for financial year 2020-21 are as provided in the"Statement on Impact of Audit Qualifications" which is annexed hereafter andforms part of this report.

Secretarial Auditor

As per the provisions of Section 204 of the Act the Company appointedM/s. D. Hanumanta Raju & Co Practicing Company Secretaries as Secretarial Auditor forthe purpose of auditing the Secretarial activities of the Company for the financial year2020-21.

The Secretarial audit report issued by the said auditor has beenannexed to this report as Annexure A. The Secretarial Audit Report containsqualifications. Since the Board is suspended and the Company is in Liquidation as a goingconcern comments on the qualifications are not provided.

Cost Auditor

As per the provisions of Section 148 of the Act read with Rules madethereunder the company appointed M/s. Sagar & Associates Practicing Cost Accountantsas Cost Auditor for the purpose of auditing the Cost accounting records maintained by thecompany for the financial year 2020-21.

21. PARTICULARS OF LOANS INVESTMENTS AND GUARANTEES

The particulars of loans investments made and guarantees issued underSection 186 of the Act during year under review are provided in notes to financialstatements which forms part of this report.

22. RELATED PARTY TRANSACTION

As per the requirement of provisions of the Act and SEBI (ListingObligations and Disclosures Requirements) Regulations 2015 the Company has formulated apolicy on Related Party Transactions (RPT) to ensure the transparency in transactionsbetween the company and related parties. The said RPT Policy is also available atCompany's website at the linkhttp://www.ivrcl.com/downloads/RelatedPartyTransactionPolicy.pdf

All Related Party Transactions entered by the Company during the yearunder review were in ordinary course of business and on Arm's length basis. There were nomaterially significant related party transactions entered by the company during year underreview.

Since all the related party transactions entered into by the Companywere in ordinary course of business and were on Arm's length basis disclosure in formAOC- 2 as required under Section 134(3)(h) of the Act is not applicable.

The details of related party transactions pursuant to AccountingStandards are provided in notes to financial statements.

23. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controlscommensurate with the size scale and complexity of operations. The details relating tointernal financial controls and their adequacy are included in the Management Discussionand Analysis Report which forms part of this Report.

24. RISK MANAGEMENT

The company has established Risk Management process to manage riskswith the objective of maximizing shareholders value. The details of various risks that arebeing faced by the Company are provided in Management Discussion and analysis Reportwhich forms part of this Report.

25. WHISTLE BLOWER POLICY

The Board has adopted a Whistle Blower Policy as stipulated underSection 177(9) of the Act and SEBI (Listing Obligations and Disclosures Requirements)Regulations 2015 to report the genuine concerns of the employees and Directors.

The Whistle Blower Policy adopted by the Company is hosted on Company'swebsite at the link http://ivrcl.com/downloads/WhistleBlowerPolicy.pdf

26. SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulatorsor tribunals impacting 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 workPlace (Prevention Prohibition and Redressal) Act 2013 during the year under review.

28 PARTICULARS OF EMPLOYEES

The statement containing the information pertaining to employees asrequired under Section 197(12) of the Act read with Rule 5(2) of Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 is annexed to this report. Havingregard to provisions 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 requiredunder Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are annexed as Annexure B to thisReport.

29. Conservation of Energy Technology Absorption and Foreign ExchangeEarnings & Outgo:

Conservation of Energy is an ongoing process in the Company'sactivities. The core activity of the company is civil construction which is not an energyintensive activity.

There is no information to be furnished regarding Technology Absorptionas your Company has not undertaken any research and development activity in anymanufacturing activity nor any specific technology is obtained from any external sourceswhich needs to be absorbed or adapted.

Innovation is a culture in the Company to achieve cost efficiency inthe construction activity to be more and more competitive in the prevailing environmentand the effect of the same cannot be quantified.

The particulars of expenditure and earnings in Foreign currency areprovided in notes to financial statements.

30. CORPORATE SOCIAL RESPONSIBILITY

As per the provisions of Section 135 of the Act the Company hasconstituted the CSR committee to formulate implement and monitor the CSR Policy of theCompany. However as the Company does not have average net profits for the threeimmediately preceding financial years the Company was not required to make anyexpenditure on CSR activities during financial year 2020 -21 as specified under Section135(5) of the Act.

Hence the information on CSR activities as required under Section135(5) of the Act and Rule 8 of Companies (Corporate Social Responsibility Policy) Rules2014 has not been provided by the Company for the financial year 2020-21.

31. EXTRACT OF ANNUAL RETURN

The Annual Return in form MGT- 9 as required under Section 92 of theCompanies Act 2013 is provided at the company website. For details please clickwww.ivrcl.com.

32. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERALMEETINGS.

The Company has complied with Secretarial Standards issued by theInstitute of Company Secretaries of India on Board meetings and Annual General Meetings.

33. INDUSTRIAL RELATIONS

The Company enjoyed cordial relations with the employees during theyear under review and the Management appreciates the employees of all cadres for theirdedicated services to the Company.

34. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act2013 the Liquidator hereby state that:

(a) in preparation of annual accounts the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures.

(b) the Liquidator had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period;

(c) the Liquidator had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;

(d) the Liquidator had prepared the annual accounts on a going concernbasis; and

e) the Liquidator in the case of a listed company had laid downinternal financial controls to be followed by the Company and that such internal financialcontrols are adequate and were operating effectively.

(e) the Liquidator had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

(f) The Company being liquidated as going concern all Disclosers aredone in accordance with Indian Accounting Standards (Ind AS) notified under Section 133 ofthe Companies 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 AGOING CONCERN

The Company was under CIRP and subsequently under liquidation as goingconcern and information pertaining to the process is available at the Company websitewww.ivrcl.com.

36. ACKNOWLEDGEMENTS AND APPRECIATIONS

The Liquidator wishes to express appreciation of the support andco-operation of the Stakeholders various departments of Central and the StateGovernments Bankers Financial Institutions Suppliers Employees Associates Subcontractors and others.

Place: Hyderabad
Date: 6th December 2021 Sutanu Sinha
Liquidator for IVRCL Limited
IP Registration No. IBBI/IPA-003/IP-N00020/2017-18/10167

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