Neueon Towers Limited
Your Directors and the Resolution Professional have pleasure in presenting the 14thAnnual Report of your Company together with the Audited Financial Statements of Accountsfor the Financial Year ended 31 March 2021
Your Directors hereby report that the Company could not achieve any turnover for thefinancial year ended 31.03.2021 as against the turnover of Rs. 293.81 lakhs duringthe previous financial year ended 31.03.2020.
(Rs. in lakhs)
|Particular ||Financial Year ended 31st March 2021 ||Financial Year ended 31st March 2020 |
|Profit before Depreciation and Interest ||(238.00) ||(10376.76) |
|Interest ||0.19 ||1619.74 |
|Depreciation ||9379.44 ||9417.30 |
|Profit before tax ||(9617.63) ||(21413.80) |
|Provision for || || |
|- Current Tax ||- ||- |
|- Deferred Tax ||(3156.77) ||814.95 |
|Profit after tax ||(6460.86) ||(22228.75) |
|Divident on CRPS ||- ||- |
|Profit carried to ||(6460.86) ||(22228.75) |
|Balance Sheet || || |
Review of Operations:
Operations stood at an all time low since the inception of the Company.Notwithstanding positive market conditions your Company is unable to capitalize on themdue to the financial constraints. It's inability to complete the existing contracts onhand is also acting as an impediment in procuring new contracts. However all these areexpected to be obliterated once the present debt-restructuring initiative gets completed.Most of the production capacity of the Company remain unutilized for want of resources.Your Directors hope and wish to report a good performance in the years to come.
Status of Corporate Insolvency Resolution Plan (CIRP):
As informed to the Members earlier and also the disclosures made to the Stock Exchangesthat the Corporate Insolvency Resolution Process ('CIRP') was initiated for the Companyunder the provisions of Section 7 of the Insolvency and Bankruptcy Code 2016 ('IBC') bythe National Company Law Tribunal vide Order No. CP(IB) No. 679/7/HDB/2018 ('order') witheffect from 03.06.2019. Further vide the aforesaid NCLT order and pursuant to Section 17of the IBC the powers of the Board of Directors of the Company stood suspended and suchpowers are vested with the Interim Resolution Professional Dr. M S Sankar - ResolutionProfessional (IP Registration No.IBBI/IPA-001/ IP-P00770/2017-18/11315. His appointmentconfirmed by the Committee of Creditors ('COC') as the Resolution Professional (the 'RP').Accordingly Dr.M.S.Sankar in his capacity as RP took control and custody of themanagement and operations of the Company from 03.06.2019. Consequently all actions thatare deemed to be taken by the Board of Directors have been be given effect to by the RPduring the continuance of the CIRP as per the provisions of the IBC. In view thereof the14th Annual General Meeting (AGM) of the Members of the Company is being convened by theRP.
Subsesequently the completion of CIRP was extended with the permission of theHonourable NCLT as follows:
|Sl. Details of the Orders passed ||Date upto which the CIRP is to be completed |
|No. by the Hon'ble NCLT Hyderabad || |
|01. Order No. CP(IB)No.679/7/HDB dated 3rdJune 2019 ||180 days from 3rd June 2019 |
|02. Order No. IA No.1047/2019 in CP(IB)No.679/7/HDB dated 22-11-2019 ||90 days from 1st December 2019 |
|03. Order No. I.A. No.206 of 2020 in C.P. (IB) No.679/7/2018 dated 02-03-2020 ||60 days from 29th February 2020 |
|04 Order IA 523/2020 in main CP No.679/7/HDB/2018 dated 30.07.2020 ||Extended up to 06.09.2020 |
|05 IA was filed before Hon'ble NCLT Hyd after completion of e-voting . ||Period extended up to 06.11.2020 |
|06 IA and memo filed before Hon'ble NCLT Hyd to exclude lockdown period up to 31.10.2020 where by CIRP will end on 07.12.2020 ||Hon'ble NCLT hearings is going on and CIRP is likely to be completed before 31st December 2020 |
The Resolution Plan dated 7 October 2020 submitted by M/s. Longview Resources (HK)Limited and M/s Invent Assets Securitisation & Reconstruction Private Limited wasapproved by the Committee of Creditors in their 27 Meeting held on 19 October 2020 and thesame was put for E voting during the period from 28 October 2020 to 4 November 2020.
The said resolution plan was voted in favour by 98.7% creditors in value and it wasapproved by Committee of Creditors with requisite majority under the provisions of theInsolvency and Bankruptcy Code 2016 and Other Regulations as specified under theInsolvency and Bankruptcy Board of India (Insolvency Resolution Process for CorporatePersons) Regulations 2016 including amendments if any in pursuance to Sec. 30 of theInsolvency and Bankruptcy Code 2016 and subject to the approval of the Hon'ble NationalCompany Law Tribunal Hyderabad Bench.
The approved Resolution Plan was filed on 14.11.2020 with the Honourable NationalCompany Law Tribunal Hyderabad Bench for their approval under IBC 2016. The HonourableNCLT heard the matter on different occasions and lastly on 02.09.2021 and reserved forOrder. Approval is awaited.
In view of the losses your Company does not recommendany dividend for the year underreview
Material Changes and Commitments:
There is no material change and commitment has occurred affecting the financialposition of the Company between the end of the financial year of the Company i.e. 31stMarch 2021 and the date of this report.
Members may kindly note that Corporate Insolvency Resolution Process ('CIRP') has beeninitiated for the Company under the provisions of Section 7 of the Insolvency andBankruptcy Code 2016 ('IBC') by the National Company Law Tribunal vide Order No.CP(IB)No. 676/7/HDB/2018 ('order') with effect from 03.06.2019 (uploaded on website on08.06.2019). Further vide the aforesaid NCLT order and pursuant to Section 17 of the IBCthe powers of the Board of Directors of the Company stood suspended and such powers arevested with the Interim Resolution Professional Dr. M S Sankar - Resolution Professional(IP Registration No.IBBI/ IPA-001/IP-P00770/2017-18/ 11315. His appointment confirmed bythe Committee of Creditors ('COC') as the Resolution Professional (the 'RP'). AccordinglyDr. M.S.Sankar in his capacity as RP took control and custody of the management andoperations of the Company from 03.06.2019. Except the above there are no significant andmaterial orders passed by the regulators or courts or tribunals impacting the ongoingconcern status of the Company and the Company's operations in future.
Your Company has not accepted Deposits from Publicor Members under Chapter V of theCompanies Act2013 and the Companies (Acceptance of Deposits)Rules 2014 for the yearunder review.
Related Party Transactions
All contracts/arrangements/transactions entered by the Company during the financialyear with related parties were in ordinary course of business and on arm's length basis.During the year the Company had not entered into any contract/arrangement/ transactionwith related parties which could be considered material under Regulation 23 of ListingRegulation. Accordingly the disclosure of Related Party Transactions as required underSection 134 (3) (h) of the Companies Act 2013 in Form AOC - 2 as in Annexure- II. ThePolicy on materiality of related party transactions and dealing with related partytransactions as approved by the Board is also posted in the Investors section of theCompany's website www.sujana.com. Your Directors draw attention ofthe members to Note no.30 to the financial statementswhich sets out related party disclosures.
Prior omnibus approval is obtained on an annual basis for the transactions with relatedparties which are ofa foreseeable and repetitive nature. The transactions entered intopursuant to the omnibus approval so granted and a statement giving details of alltransactions withrelated parties are placed before the Audit Committee and Board ofDirectors for their review on a periodic basis.
None of the Directors other than to the extent of their shareholding receipt ofremuneration / commission has any pecuniary relationships or transactions vis--vis theCompany.
Corporate Social Responsibility
Corporate Social Responsibility Policy framed in consonance with Section 135 of theCompanies Act 2013 read with the rules framed there under duly indicating the activitiesto be undertaken by the Company as specified in the Schedule VII of the Companies Act2013. The Corporate Social Responsibility Policy is posted in the Investors section of theCompany's website. The Company is not falling under any of the applicability criteria ofCSR as mentioned under the provisions of Section 135 of the Companies Act 2013 as amendedby the Companies Amendment Act 2019. Reporting as required under the aforesaid Sectionfor the FY 2020-21 as Annexure- lll and forms part of this report.
Directors' Responsibility Statement:
Directors' Responsibility Statement as required under the provisions of Section 134(3)(c) of the Companies Act 2013 is given in the Annexure - V attached hereto andforms part
of this Report
(a). Statutory Auditors:
In terms of Section 139 of the Companies Act 2013 ("the Act") and theCompanies (Audit and Auditors) Rules 2014 made thereunder the present StatutoryAuditors of the Company M/s. Venugopal & Chenoy (Regn.No.004671S) CharteredAccountants Hyderabad be and are hereby re-appointed as the auditors of the Company tohold office from the conclusion of this Annual General Meeting until the conclusion of the15th Annual General Meeting to be held in year 2022 subject to ratification by themembers at every Annual General Meeting hereafter. During the year under review theAuditors of the Company have not reported any fraud as specified under Section143 (12) ofthe Companies Act 2013 to the Audit Committee.
(b). Cost Auditors: M/s. Nageswara Rao & Co Cost Accountants [Firm No.000332]have been appointed as the Cost Auditor of the Company for financial year 2020-21 pursuantto provisions of Section 148 and other applicable provisions of the Companies Act 2013. Asrequired by Section 148 of the Companies Act 2013 necessary resolution has been includedin the notice convening the Annual General Meeting seeking ratification by the members tothe remuneration proposed to be paid to the cost auditors for the financial year ending 31March 2022
(c). Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules framedthere under the Resolution Professional has appointed Mrs. V Madhumita PracticingCompany Secretaries (M.NO.52965 CP NO. 19626) to undertake the secretarial audit of theCompany. The secretarial audit report issued by Mrs. V Madhumita Practicing CompanySecretary for the financial year ending 31st March 2021 is given in the Annexure- IV-Aattached hereto and forms part of this Report. There are no qualifications reservationsor adverse remarks made by the secretarial auditor and the observation made is selfexplanatory and requires no further explanation from the Board.
(d). Secretarial Compliance Report
Pursuant to Regulation 24A of SEBI (Listing Obligations and Disclosure Requirement)Regulations 2015 the Company has obtained annual Secretarial Compliance Report for thefinancial year ended 31st March 2021 attached as Annexure IVB
The paid up equity share capital as on 31st March 2021 was Rs.5654.46 Lakhs. Duringthe year 2020-21 there was no change in the share capital of the Company.
The Company has not issued any share with differential voting rights nor has grantedany stock options or sweat equity as on 31st March 2021. None of the Directors of theCompany hold instruments convertible into equity shares of the Company.
Extract of Annual Return:
Pursuant to the provisions of Section 92 of the Companies Act 2013 and rules framedthere under the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure-Vl and forms part of this Report.
Particulars of Conservation of Energy Technology Absorption and
Foreign Exchange Earnings and Outgo:
Particulars with respect to Conservation of Energy Technology Absorption and ForeignExchange Earnings and Outgo as required under Section 134 of the Companies Act 2013 readwith the Companies (Accounts) Rules 2014 are given in the Annexure-Vll attachedhereto and forms part of this Report.
The powers of the Board of Directors stood suspended and such powers were vested withthe Interim Resolution Professional Dr. M S Sankar - Resolution Professional (IPRegistration No.IBBI/ IPA-001/IP-P00770/2017-18/11315. His appointment confirmed by theCommittee of Creditors ('COC') as the Resolution Professional (the 'RP'). AccordinglyDr.M.S.Sankar in his capacity as RP took control and custody of the management andoperations of the Company from 03.06.2019.
Hence no Board meetings were held during the year 2020-21. However ResolutionProfessional has conducted the meetings with the Directors of the Company from time totime to consider and approve the Quarterly and Yearly Financial Results of the Company.Four such meetings were held during the year on 29.06.2020 14.09.2020 13.11.202007.12.2020 and 13.02.2021 to consider and approve the Quarterly and Yearly FinancialResults of the Company pursuant to the provisions of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.
Pursuant to the provisions of Section 152 of the Companies Act 2013 and in accordancewith the Articles of Association of the Company G. Srinivasa Raju (DIN:00132249)Director of the Company will retire by rotation at the ensuing Annual General Meeting andbeing eligible offers himself for re-appointment.
Independent Directors existing prior to the Commencement of Corporate InsolvencyResolution Process (CIRP) will continue as such irrespective of their tenure since theprovisions of IBC
Override the provisions of Companies Act2013.
The Resolutions proposing their re - appointment / appointments as Directors will beplaced before the Shareholders for their approval at the ensuing Annual General Meeting ofthe Company.
The Company has received declarations from all the Independent Directors of the Companyconfirming that they continue to meet with the criteria of independence as prescribedunder sub-section (6) of Section 149 of the
Companies Act 2013 and under Regulation 16(1)(b) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.
None of the Directors of your Company is disqualified under
Section 164 (2) of the Companies Act 2013. As required by law this position is alsoreflected in the Auditors' Report
The following persons are Key Managerial personnel of the Company:
Shri G Srinivasa Raju : Managing Director
Shri P Apser Hussen : Company secretary
For Directors seeking appointment/re-appointment in the forthcoming Annual GeneralMeeting of the Company; the particulars as required to be disclosed in accordance withRegulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 forms part of this Report.
Evaluation of performance of Directors was not undertaken during this financial year asCIRP was initiated against the Company w.e.f: 03.06.2019 whereas the powers of the Boardof Directors including evaluating the performance of Board its committee and individualDirectors) stood suspended and vested with the Resolution Professinal.
Particulars of Employees:
The information required pursuant to the provision of Section 197 read with Rule 5 ofThe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 inrespect of employees of the Company are set out in Annexure-Vlll of this Report.
Management Discussion and Analysis Report:
Management Discussion and Analysis forming part of this report as required underRegulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015is attached hereto as Annexure- lX and forms part of this Report.
Your Company is committed to principles of good Corporate Governance. The Board ofDirector sensures that your Company is in compliance with all the applicable regulationsof SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015pertaining toCorporate Governance. A detailed report on Corporate Governance is attached as Annexure-Xand forms part of this report. Certificate from the Practicing Company Secretaryconfirming the compliance with the conditions of Corporate Governance as stipulated underRegulation 34(3) read with Schedule Vof SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015is attached to this report.
Your Company has the following Wholly Owned Subsidiaries:
Digitech Business Systems Limited:
The operations of M/s. Digitech Business Systems Limited have commenced in a small way.We have stepped up the marketing activities under the aegis of this Company and we hope toclock good turnover during the next year. Company has started looking for a strategicinvestor either to sell off or to join as a partner.
A separate statement containing the salient features of the Financial Statement for thefinancial year ended 31st March 2021 of the aforesaid subsidiary companies are includedin the Annual Report as Form AOC-1 as an 'Annexure - I'. The Financial statementsof the said Subsidiaries Companies are available for inspection by the Shareholders at theRegistered office of your Company. Your Company undertakes that the Financial statementsof the Subsidiaries Companies shall be made available to the Shareholders of the Companyon demand.
Consolidated Financial Statements:
The consolidated financial statements of your Company for the financial year 2020-21are prepared in compliance with applicable provisions of the Companies Act 2013Accounting Standards and Listing Regulations as prescribed by the Securities and ExchangeBoard of India (SEBI).
The consolidated financial statements have been prepared on the basis of auditedfinancial statements of the Company and its subsidiaries.
Subsequent to the initiation of the CIRP against the Company the Audit Committee ofthe Board of Directors could not be constituted. Role and responsibilities of the AuditCommittee shall be fulfilled by the Resolution Professional as per the Proviso toRegulation 15(2B) of the SEBI (LODR) Regulations 2015
Internal Control Systems and their adequacy:
Your Company has an effective Internal Control System to prevent fraud and misuse ofCompany's resources and protect shareholders' interest. Your Company has an independentInternal Audit Department to monitor and review and focus onthe compliances of variousbusiness processes. The internal audit report along with audit findings and tracking ofprocess improvements & compliancesis presented for review to the Audit Committee ofBoard of Directors.
The Board of Directors of the Company have adopted various policies like Related PartyTransactions Policy Whistle Blower Policy Corporate Social Responsibility Policy RiskManagement Policy
Dissemination of Material Events Policy Documents Preservation Policy Monitoring andReporting of Trading by Insiders Code of Internal Procedures and Conduct for RegulatingCode of Practices and Procedures for Fair Disclosures and such other procedures forensuring the orderly and efficient conduct of its business for safeguarding of its assetsthe accuracy and completeness of the accounting records and the timely preparation ofreliable financial information.
The Board of Directors on recommendation of the Audit Committee established a vigilmechanism by framing a Whistle Blower Policy to deal with instance of fraud andmismanagement if any. The Vigil Mechanism framework ensures that strict confidentialityis maintained whilst dealing with concerns and also that no discrimination shall be metedout to any person for a genuinely raised concern. The designated officer/ Audit CommitteeChairman can be directly contacted to report any suspected or confirmed incident of fraud/misconduct.
The Board of Directors on recommendation of the Nomination and Remuneration Committeeframed a Nomination and Remuneration policy for selection appointment and remuneration ofDirectors KMP and Senior Management and matters covered u/s 178(3) of the Companies Act2013. The details of the same are provided in the Corporate Governance Report.
The Policy is also posted in the Investors section of the Company's websitewww.sujana.com.
Particulars of Loans Guarantees or Investments:
Particulars of Loans Guarantees and Investments as required under the provisions ofSection 186 of the Companies Act 2013 are provided in the notes to the FinancialStatements.
Risk Management :
The Risk Management programme at The Company is focused on ensuring that risks areknown and addressed. The Board of Directors on recommendation of the Audit Committeeestablished a robust Risk Management framework by framing a Risk Management Policy to dealwith all risks including possible instances of fraud and mismanagement if any. The RiskManagement Policy details the Company's objectives and principles of Risk Management alongwith an overview of the Risk Management process procedures and related roles andresponsibilities.
The Board is of the opinion that there are no elements of risks that may threaten theexistence of the Company. The board periodically tracks the progress of implementation ofthe Risk Management policy.
Your directors are happy to report that the Industrial Relations
have been extremely cordial at all levels throughout the year.
Sexual Harassment Policy:
The Company as required under the provisions of "The Sexual Harassment of Women atWorkplace (Prohibition Prevention and Redressal) Act 2013" has framed a Policy onProhibition Prevention and Redressal of Sexual Harassment of Women at Workplace andmatters connected therewith or incidental thereto. In the year under review the Companyhas not received any complaint under the said Policy.
Environment and Social Obligation:
The Company's plants comply with all norms set up for clean and better environment bythe competent authorities. The Company undertakes regular checks / inspections includingcertification for the maintenance of the environment. The Company values environmentalprotection and safety as the major considerations in its functioning. TheCompany hasadequate effluent Treatment Plants to prevent pollution. The Company is continuouslyendeavoring to improve the health and quality of life in the communities surrounding itsindustrial complexes.
Human Resource Management:
The Company believes that Human Resource is its most valuable resource which has to benurtured well and equipped to meet the challenges posed by the dynamics of BusinessDevelopments. The Company has a policy of continuous training of its employees bothin-house. The staff is highly motivated due to good work culture training remunerationpackages and the values which the company maintains. Your Directors would like to placeon record their deep appreciation of all employees for rendering quality services and toevery constituent of the Company be its customers shareholders regulatory agencies orcreditors. Industrial relations have remained harmonious throughout the year.
All the properties and insurable assets of the Company including Building Plant andMachinery stocks etc. wherever necessary and to the extent required have beenadequately the covered.
Your Company accorded high priority to quality safety training development healthand environment. The Company endeavours to ensure continuous compliance and improvementsin this regard.
The Management here bytake this opportunity to express their deep sense of gratitude tothe Central State Government and Local Authorities Financial Institutions BanksCustomers Dealers Vendors andall the stakeholders for their continued cooperation andsupport to your Company.
The Management wishes to express its appreciation to all the employees of the Companyfor their outstanding contribution to the successful operations of the Company.
The Management specially thank to the shareholders for their continued confidence andfaith in the Company.
|By order of the Resolution Professional |
|FOR NEUEON TOWERS LIMITED |
|Dr. M. S. Sankar- |
|Resolution Professional |
|Place: Hyderabad |
|Date: 06.09.2021. |