Jaihind Projects Ltd.
|BSE: 531339||Sector: Engineering|
|NSE: JAIHINDPRO||ISIN Code: INE343D01010|
|BSE 00:00 | 25 Jan||Jaihind Projects Ltd|
|NSE 05:30 | 01 Jan||Jaihind Projects Ltd|
|BSE: 531339||Sector: Engineering|
|NSE: JAIHINDPRO||ISIN Code: INE343D01010|
|BSE 00:00 | 25 Jan||Jaihind Projects Ltd|
|NSE 05:30 | 01 Jan||Jaihind Projects Ltd|
Jaihind Projects Limited
The Directors and the Resolution Professional present the 33rd Annual Reportand the Financial Statements of the Company for the year ended 31st March 2019.
1. INITIATIONOF CORPORATEINSOLVENCY RESOLUTION PROCESS (CIRP):
Jaihind Projects Limited is under Corporate Insolvency Resolution Process (CIRP) of theInsolvency and Bankruptcy Code 2016 (IBC) in terms of Order passed by the HonbleNational Company Law Tribunal (NCLT) AhmedabadBench with effect from 2nd November2018. Mr. Premnarayan Tripathiwasappointed as Interim Resolution Professional by NCLT videits Order dated 2nd November 2018. Its affairs business and assets are beingmanaged by the Resolution Professional Mr. Parthiv Parikh who was appointed vide orderdated January 23 2019byHon'ble NCLT Ahmedabad Bench in place of Interim ResolutionProfessional.
UnderSection 17 of the of the Insolvency & Bankruptcy Code;
a. the management of the affairs of the company shall vest in the ResolutionProfessional.
b. the powers of the Board of Directors shall stand suspended and be exercised by theResolution Professional.
c. the officers and managers of the companyif anyshall report to the resolutionprofessional and provide access to such documents and records of the company as may berequired by the Resolution Professional.
d. the financial institutions maintaining accountsof the company shall act on theinstructions of the Resolution Professional in relating to such accounts furnish allinformation relating to the company available with them to the Resolution Professional.
The Committee of Creditors vide e-voting completed on 13th September 2019approved the Resolution Plan submitted by Resolution Applicant M/s Parixit Irrigation Ltdand the same has been submitted to NCLT Ahmedabad for its approval.
2. FINANCIAL RESULTS:
In view of the loss for the periodand the company is underCorporate InsolvencyResolution Process (CIRP) no Dividend has been recommended.
4. RESERVESAND SURPLUS:
Due to loss incurred during the year under review there were no transfer of any amountto Reserves for the financial year ended on 31stMarch 2019.
5. PUBLIC DEPOSITS:
The Company has neither accepted nor renewed any deposits during the year under review.
During the year under review there has been no change in the Capital Structure of theCompany.
7. SUBSIDIARY ASSOCIATES AND JOINTVENTURE COMPANIES:
The Company does not have any subsidiary Company. However DCOM Systems Limited is anAssociate Company of Jaihind Projects Limited.
The extract of Annual Return pursuant to the provision of section 92 read with Rule 12of the Companies (Management and Administration) Rules 2014 for the financialyear2018-19in Form MGT-9 is annexed hereto and form part of this report asAnnexure B.
9. INFORMATION ON CORPORATE INSOLVENCY RESOLUTION PROCESS
The Companyis under Corporate Insolvency Resolution Process (CIRP) of the Insolvencyand Bankruptcy Code 2016 (IBC) in terms of Order passed by the Honble NationalCompany Law Tribunal (NCLT) Ahmedabad Bench with effect from 2ndNovember 2018
M/s. SKE Projects Private Limited one of theOperational Creditor had filed anapplication with Hon'ble NCLT Ahmedabad for initiation of Corporate Insolvency resolutionprocess against the Company u/s. 9 of the Insolvencyand Bankruptcy Code 2016.
The Hon'ble NCLT Ahmedabad after hearing the application vide its order dated02-11-2018 admitted the application of thesaid operationalcreditor for initiation ofCorporate Insolvency resolution process(CIRP)and has appointed Mr. Premnarayan RamanandTripathi (Reg. No.IBBI/IPA-002/IP-N00554/2017-2018/11693) as Interim ResolutionProfessional (IRP).
Vide order dated January 23 2019 the Hon'ble NCLT Ahmedabad Bench has appointedMr.Parthiv Parikh as the Resolution Professional[RP]in place of Interim ResolutionProfessional.
The Honble National Company Law Tribunal (NCLT) Ahmedabad Bench granted anextension of the period of Corporate Insolvency Resolution Process (CIRP) of the Companyupto 330 days in terms of Section 12(2) of the Insolvency and BankruptcyCode 2016.Accordingly the CIRP continuedtill 27th September 2019. The RP invitedReslution plans for revival of the Company from the prospective Resolution Applicants.TheCommittee of Creditors vide e-voting completed on 13th September 2019 approvedthe Resolution Plan submitted by Resolution Applicant M/s Parixit Irrigation Ltd and thesame has been submitted to NCLT Ahmedabad for its approval.
Further M/s. Pipara and Co. LLP Chartered Accountanthadbeen appointed as ForensicAuditor in 2nd CoC Meeting held on 21stJanuary 2019.
10. LISTINGOF SECURITIES
The Shares of the Company are listed on the Bombay Stock ExchangeLimited(BSE)andNational Stock Exchange of India Limited(NSE).
Due to financial crunches the CompanycouldnotpayAnnual Listing Feesfor the year2018-19 and 2019-20 to both the Stock Exchanges.
The Shares of the Company were placed in Z category by BSE LimitedandNational StockExchange of India Limited.
11. DIRECTORS RESPONSIBILITY STATEMENT
In accordance withthe provisions of Section 134(5) of the Companies Act 2013 the Boardhereby submits its responsibility Statement that:-
a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
b) the directors 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 directors 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 directors had prepared the annual accounts on a going concern basis; and
e) The priority of the Company was to restore its compliance by filing financial resultand also to bring timely visibility of the Companys performance to enable actions tobe taken to address the underline operational issues. Consequently there was limited timeto address internal controls and financial reporting deficiencies. Even so substantialimprovement has been realized and improvements are going.
f) The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
12. BOARD OF DIRECTORSANDKEYMANAGERIAL PERSONNEL
This is to inform you all about the sad demise of Shri Prakash Hinduja Chairman andManaging Director of Jaihind Projects Limited and Promoter of the company. He passed awayon12.12.2018and hence ceased to be director of the company.
Shri Prakash Hindujas sudden and unexpected demise caused irreparable loss to theCompany and entire Jaihind team conveys deep sympathy sorrow and condolence to hisfamily.
As the company is underCorporate Insolvency Resolution Process (CIRP)the agendawithrespect to director retires by rotationat the forthcoming Annual General Meeting of theCompanyis not taken place.
Other than as stated above there has been no other change in the Directors or the KeyManagerial Personnel during theperiod.
13. RELATIONSHIP BETWEEN DIRECTORS INTER-SE
None of the Directors are related to each other within the meaning of the term"relative" as per Section 2(77) of the Companies Act 2013.
14. DECLARATIONOF INDEPENDENT DIRECTORS
Since the company is under Corporate Insolvency Resolution Process (CIRP)and the Boardis suspendedthe company has not received any declarations from any Independent Directors.
15. FORMALANNUAL BOARD EVALUATION
Since the company is under Corporate Insolvency Resolution Process(CIRP)and the entireBoard is suspended no formal evaluation of the Board has taken place.
16. NUMBER OF MEETINGS OF BOARD OF DIRECTORS
Till 2nd November 2018 i.e commencement of CIRP there weres two(2) Meetingsof the Board of Directors of the Company were convened and held on 30thMay 2018and 14thAugust 2018.
17. FORMATION OF VARIOUS COMMITTEES:
Details of various committees constituted by the Board of Directors in line with theCompanies Act 2013 and SEBI (LODR)Regulations 2015 are given in theCorporate GovernanceReport annexed which forms part of this report.
18. DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THECOMPANIES ACT 2013.
At present there are no employee on the payroll of of the Company and further thecompany is under Corporate Insolvency Resolution Process (CIRP) of the Insolvency andBankruptcy Code 2016 (IBC) in terms of Order passed by the Honble National CompanyLaw Tribunal (NCLT) Ahmedabad Bench with effect from 2ndNovember 2018. Inview of theabove the particulars of ratio of remuneration of each director to medianremuneration of the employees of the Company for the financial year under reportpercentage increase in remuneration to each Director and KMP etc. more particularlydescribed under Section 197(12) of the Companies Act 2013 and Rule 5 of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are not available.
19. VIGIL MECHANISM
The Company had adopted a Vigil Mechanismin form of whistle blower policy. At presentthere are no employees on the roll of the Company. And the Company is under CIRP.
20. RISK MANAGEMENT:
At present there are no employees on the roll of the Company. And the Company is underCIRP The Company had adequate Risk Management policy till commencement of CIRP.
21. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THEFINANCIAL STATEMENTS
At present there are no employees on the roll of the Company. And the Company is underCIRP.
22. PARTICULARS OF CONTRACTS ORARRANGEMENTS WITH RELATED PARTIES:
There was no contract or arrangements made with related parties as defined underSection 188 of the Companies Act 2013during the year under review.There are no materiallysignificant related party transactions made bythe company withPromoters Key ManagerialPersonnel or other designated persons which may have potential conflict with interest ofthecompany at large.
23. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In accordance with the requirement of SEBI (LODR)Regulations 2015 the ManagementDiscussion and Analysis Report form part of this Report.
24. AGMOF THE COMPNAY:
Pursuant to the provisions of Section 96(1) of the Companies Act 2013the ResolutionProfessional has filed an application before Registrar of Companies Ahmedabad Gujarat foran extension of holding33rd AGM for the Financial Year 2018-19.The Registrar ofCompaniesvideOrder dated 3rd September 2019extended the date of AGM for twoMonths.
25. AUDITORS & AUDITORS REPORT:
A. STATUTORY AUDITOR:
M/s N.K. Aswani & Co. Chartered Accountants Firm Registration No. 100738WMembership No. 033278) hold office until the conclusion of the ensuing annual generalmeeting and arerecommended for re-appointment from the 33rdAnnual GeneralMeeting (AGM) until the conclusion of next Annual General Meeting. The company hasobtained a certificate from M/s. N.K. Aswani &Co. Chartered Accountants to theeffect that their proposed re-appointment if made would be in accordance and conformitywith the limits as specified in that section.
The statutory auditors have also confirmed that they hold a valid certificate issued bythe "Peer Review Board" of The Institute of Chartered Accountants of India.
B. SECRETARIALAUDITOR & SECRETARIAL AUDIT REPORT
As per the provisions of the Section 204(1) of the Companies Act 2013 the Company hasappointed M/s. Abhishek Chhajed & Associates Practicing Company Secretaries toconduct Secretarial Audit of the records and documents of the Company.The SecretarialAudit Report for the Financial Year ended 31st March 2019in Form No. MR-3 is annexed tothe Directors Report-Annexure-C and forms part of this Report. TheDirector comments on theobservation of the Secretarial Audit Reportfor the year ended 31st March 2019 arementioned herein below;
With regard to Observations/remarks contained in the Secretarial Auditors' Reportwewishto respond/state as under:
As you are aware thatthe Company has been undergoing the Corporate InsolvencyResolution Process (CIRP) under the provisions of the Insolvency and Bankruptcy Code2016pursuant to the order of the Hon'ble National Company Law Tribunal Ahmedabad datedNovember 2 2018.Vide order dated January 23 201 by Hon'ble NCLTAhmedabad Bench hasappointed theMr. Parthiv Parikh as the Resolution Professional in place of InterimResolutionProfessional.
Further the Chairman andManaging Director Mr. Prakash Lalchand Hinduja who waslooking after all the operations of the Company passed away on December 12 2018.Hence thesubmission of Financial result were delayed.
After initiation of CIRP the entire Board of the Company issuspended.
26. REPORT ON CORPORATE GOVERNANCE:
Report on Corporate Governance for the year under review together with a Certificatefrom the Practicing Professional regarding compliance of the conditions of CorporateGovernance forms part of the Annual Report.
The compliance with the Corporate Governance provisions as specified in the Regulations17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and as PerpartC Dand E of Schedule V of SEBI (Listing Regulations) 2015 are not applicable to thecompanies having Paid up Share Capital not exceedingRs.10 Crores and Net Worth notexceedingRs.25 Crore as on the last day of previous year. According to these regulationsyour company is not mandatorily required to comply with the provisions of theseregulations for the time being as the Paid up Share Capital of the company is notexceedingRs.10 Crores and the Net Worth is not exceeding Rs.25 Crores as on the last dayof the previous year however the company has made all possible efforts to comply withthe provisions of these regulations of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and the provisions ofthe Companies Act 2013 during theyear under review.
27. PARTICULARS OF EMPLOYEES:
The information required under section 197 (12) read with Rule 5 (2) & (3) ofCompanies (Appointment & Remuneration) Rules 2014 of the Companies Act 2013 thenames and other particulars of employees is not applicable to the Company as no employeesdrawn remuneration of Rs.6000000/-or more per annum employed throughout the year orRs.500000/-or more per month employed for a part of the year.
28. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule8(3) of the Companies (Accounts) Rules 2014 is furnished in "Annexure-A"andis attached to this report.
29. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Company had formed a CSR Committee comprising of Mr. Akhilesh Negi as Chairman andMr. Prakash Hinduja and Mr.Chetan Tolani as other members during the year under review.The CSR Committee of the Board of Directors got dissolved on 2nd November 2018when NCLT Passed order for initiation of Corporate Insolvency Resolution Process (CIRP) asthe power of theboard was ceased on appointment of Resolution Professional.Given stressedfinancial condition of the business theCompany does not have to make any obligatorycontributions towards CSR from a regulatory perspective.
30. PARTICULARS OF LOANS GUARANTEES ORINVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013
Details regarding Loans Guarantee and investments have been given in the FinancialStatement.
31. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
There are no materially significant related party transactions made by the company withPromoters Key Managerial Personnel or other designated persons which may have potentialconflict with interest of the company at large.
32. SAFETY HEALTH AND ENVIROMENT:
(a) Safety: The Company had taken adequate steps for the safety of the Employees.
(b) Health: The Company had given utmost importance to the health of its employees.
(c) Environment: Adherence to Environmental and pollution control Norms as per GujaratPollution Control guidelines had been followed by the Company.
33. DISCLOSURE UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013.
There was no incident of any sexual harassment during the year.
The Directors wish to convey their appreciation to all stakeholders and businessassociates for their support and contribution during the year.