The Members of
Prabhat Technologies (India) Limited
(Formerly known as Prabhat Telecoms (India) Limited
The Resolution Professional presents to the Members the 14th Annual Reportof the Company together with the Directors Report Audited Financial Statements andAuditors Report for the year ended March 31 2021. The members are hereby informedthat pursuant to the order dated October 10 2019 of the Honble National CompanyLaw Tribunal Mumbai Bench at Mumbai ("NCLT Order") Corporate InsolvencyResolution Process ("CIRP") has been initiated for the Company in accordancewith the provisions of the Insolvency and Bankruptcy Code 2016 ("the Code")and related rules and regulations issued thereunder with effect from October 10 2019.Shri Rajendra K. Bhuta having Registration No. (IBBI/IPA-001/IP-P00141/2017/18/10305) wasappointed as Interim Resolution Professional ("IRP") in terms of the NCLT Order.Members are further informed that pursuant to Section 17 of the Code the powers of Boardof Directors of the Company stand suspended effective from the CIRP commencement date andsuch powers along with the management of affairs of the company are vested with theResolution professional viz. Shri Rajendra K. Bhuta. In view the ensuing Annual GeneralMeeting is being convened by the Resolution Professional Mr. Rajendra K. Bhuta on behalfof the Company.
A Summary of the Companys financial performance as per the financial statementsprepared according to the Ind AS. for the F.Y. 2020-2021 as compared to the previousfinancial year is given below:
(Figures in lakhs)
|Particulars || |
|Financial Year ||2020-2021 ||2019-2020 ||2020 2021 ||2019 2020 |
|Revenue from operations (Net) ||198.97 ||2011.91 ||198.97 ||2011.91 |
|Revenue from Other Income ||49.70 ||404.11 ||58.46 ||404.11 |
|Total Revenue ||248.67 ||2416.02 ||257.43 ||2416.02 |
|Depreciation & Amortization ||53.81 ||89.43 ||55.51 ||91.13 |
|Finance Cost ||19.90 ||77.14 ||20.58 ||77.26 |
|Other Expenses ||714.79 ||7743.24 ||727.21 ||7751.97 |
|Extraordinary Items ||- ||3517.55 ||- ||3517.55 |
|Profit/Loss After ||(539.83) ||(8689.61) ||(545.87) ||(8700.15) |
|Depreciation & Interest & Extraordinary Items || || || || |
|Provision for Tax ||(42.42) ||2237.57 ||(51.28) ||2237.57 |
|Profit After Tax ||(497.41) ||(6452.03) ||(494.59) ||(6462.58) |
|EPS Basic ||(4.65) ||(60.26) ||(4.62) ||(60.36) |
|EPS Diluted ||(4.65) ||(60.26) ||(4.62) ||(60.36) |
The RP approved these financial results only to the limited extent of dischargingpowers of Board of Directors of the Company conferred on him in terms of Section 17 of theCode. The Statutory Audit for the quarter and year ended on March 31 2021 as requiredunder regulation 33 of SEBI (Listing Obligation and Disclosure requirements) regulation2015 has been carried out by Statutory auditors of the Company.
During the year under review your company has reported a Consolidated Turnover of Rs.257.43 Lakhs including other income. The Turnover of the Company has decreased because ofstiff competition in the target markets and long duration taken for flow of workingcapital cycle in the telecom industry and Covid 19 pandemic. The Company has incurred aloss in revenue due to recent changes in business environment and changes in tax regime.
STATE OF COMPANYS AFFAIRS:
As stated above that pursuant to the order dated October 10 2019 of the NCLT CIRPhas been initiated for the Company in accordance with the provisions of the Code andrelated rules and regulations issued thereunder. Shri Rajendra K. Bhuta havingregistration no. IBBI/IPA-001/IP-P00141/2017/18/10305 was appointed as the IRP with effectfrom October 10 2019 in terms of the NCLT Order and the powers of the board of directorshas been suspended and the same are exercisable by Mr. R.K. Bhuta the IRP pursuant toSection 17 of the Code. It is imperative that affairs of our Company are managed in a fairand transparent manner. This is vital to gain and retain the trust of our stakeholders.Further the information on the operational and financial performance amongst others isgiven in the Management Discussion and Analysis Report forming part of this Annual Reportand is in accordance with the SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015.
IMPACT OF COVID-19:
In view of the nationwide lockdown announced by the Government of India to control thespread of COVID-19 the Companys business operations were temporarily disrupted. TheManagement has considered the possible effects if any that may result from the pandemicon the carrying amounts of assets after considering internal and external sources ofinformation including the possible future uncertainties in the global economic conditionsas at the date of approval of these financial results. The Company has used assumptionsbased on current indicators of future economic conditions and based on the same theCompany expects to recover the carrying amount of these assets. Further the management iscontinuously assessing the impact of the outbreak of Coronavirus (COVID-19) on thebusiness operations of the Company. The management believes that no adjustments arerequired in the financial statements as it does not materially impact the currentFinancial Year ended March 31 2021 however in view of the highly uncertain economicenvironment a definitive assessment of the impact on the subsequent periods is difficult.Accordingly the impact of the global health pandemic may be different from that estimatedas at the date of approval of these financial statements.
The Paid-Up Equity Capital as on March 31 2021 was Rs. 107062770/-.
TRANSFER TO RESERVE AND SURPLUS:
There was no transfer to General Reserve and Surplus during the year ended March 312021.
CHANGE IN THE NATURE OF THE BUSINESS:
During the year under review there has been no change in the nature of the business ofthe Company.
CHANGE IN THE NAME OF THE COMPANY:
During the year under review there was no change in the name of the company.
With a view to strengthening the financial position of the company your Board ofDirectors have not recommended any dividend for the financial year 2020-21.
TRANSFER TO THE INVESTOR EDUCTION AND PROTECTION FUND:
There are no underlying shares for which dividend has remained unpaid or unclaimed fora consecutive period of seven years. Therefore there is no transfer of the same to theInvestor Education Protection Fund.
The Company has not accepted any public deposits as defined under Section 73 (1) of theCompanies Act 2013 during the Financial Year 2020-21.
SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
|Sr. No. Name and address of the Company ||CIN / GLN ||Holding/ Subsidiary / Associate ||% of shareholding ||Applicable Section |
|1. Prabhat Telecoms Hong Kong Limited ||- ||Subsidiary ||100 ||2(87) |
|2. Prabhatech Global Electronics Private Limited ||U32302MH2018PTC309377 ||Subsidiary ||100 ||2(87) |
There are no Companies / Body Corporate which have become/ceased to be subsidiary/Joint Venture / Associate during the financial year 2020-21. Pursuant to the provisions ofSection 129(3) of the Companies Act 2013 read with the Companies (Accounts) Rules 2014a statement containing salient features of financial statements of subsidiaries and jointventure companies in Form AOC- 1 and forms part of this report as "Annexure-I".The separate financial statements in respect of each of the subsidiary shall be kept openfor inspection at the Registered Office of the Company. The Company will also makeavailable these documents upon request by any Member of the Company interested inobtaining the same. The Company has formulated a Policy for determining MaterialSubsidiaries. The Policy is put up on the Companys website at www.prabhatgroup.net.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:
Particulars of loans guarantees given and investments made during the year asrequired under Section 186 of the Companies Act 2013 and Schedule V of the Securities andExchange Board of India (Listing Obligation and Disclosure Requirement) Regulations 2015are provided in Notes No. 12 of the financial statements of the Company for the year endedMarch 31 2021.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The particulars of contracts or arrangements with related parties as prescribed in FormNo. AOC 2 of the Companies (Accounts) Rules 2014 is annexed to this report as "AnnexureIV". Further the details of the transactions with Related Party areprovided in the Companys financial statements in accordance with the AccountingStandards. The policy on Related Party Transactions of the Company ensures proper approvaland reporting of the concerned transactions between the Company and its related partiesand the same as approved by the Board of Directors prior to the commencement of the CIRProcess has been uploaded on the website of the Company viz. www.prabhatgroup.net.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL: a. Directors
Pursuant to the commencement of the CIRP against your Company the powers of the Boardof Directors stand suspended and the same are exercised by the IRP in accordance with theprovisions of the Code. b. Key Managerial Personnel Ms. Aastha Kochar was appointedas the Company Secretary and Compliance Officer with effect from December 09 2020. Shehas resigned from the post due to her personal reasons with effect from July 25 2021.
DECLARATION BY INDEPENDENT DIRECTOR:
Independent Directors play an important role in the governance process of the Board.They bring to bear their expertise and experience on deliberations of the Board. Pursuantto commencement of the CIRP of the Company the powers of the Board stood suspended andwere exercised by the resolution professional in accordance with the provisions of theCode. Therefore no declarations were received from the Independent directors of theCompany during the year under review.
MEETINGS OF BOARD OF DIRECTORS AND INSOLVENCY RESOLUTION PROFESSIONAL:
As stated above Members are informed that pursuant to Section 17 of the Code thepowers of Board of Directors of the Company stand suspended with effect from October10 2019 such powers along with the management of affairs of the company are vested withthe Resolution professional viz. Shri Rajendra K. Bhuta and no Board Meetings with thepresence of Board of Directors were held thereafter.
During the year under review the Company had total of 5 meetings chaired by IRP whichwas held on July 29 2020 August 31 2020 December 17 2020 February 11 2021 and March08 2021. Mr. Parag Malde (CFO) and Mr. Rajendra Bhuta both have attended all themeetings.
As stated above Members are informed that pursuant to Section 17 of the Code thepowers of Board of Directors of the Company stand suspended with effect from October10 2019 such powers along with the management of affairs of the company are vested withthe Resolution professional viz. Shri Rajendra K. Bhuta and no Committee Meetings wereheld thereafter. Further prior to the CIRP and in accordance with the applicableprovisions of the Companies Act 2013 ("the Act") and SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 ("Listing Regulations") and RBIMaster Directions the Board constituted the following Committees:
Stakeholders Relationship Committee
Nomination and Remuneration Committee
A detailed note on the Board Committees with respect to composition meeting powersand terms of reference is provided under the Corporate Governance Report section in theAnnual Report.
Pursuant to commencement of the CIR process of the Company the powers of the Boardstood suspended and were exercised by the resolution professional in accordance with theprovisions of the Code. Therefore the Company has not appointed any Independent Directorsas required under Section 149 of the Companies Act 2013 and no meetings of Independentdirectors of the Company were held during the year under review.
NOMINATION AND REMUNERATION POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:
Pursuant to the commencement of the CIR Process the powers of the board of directorswere suspended and were exercised by the Resolution Professional in accordance with theprovisions of the Code. Therefore the Company has not appointed any Independent Directorsas required under Section 149 of the Companies Act 2013.
A. Statutory Auditors and its Report:
Pursuant to the provisions of Section 139 of the Companies Act 2013 and rules madethereunder M/s. Harish Arora & Associates chartered accountants (Firm RegistrationNo. 015226C) were appointed as the statutory Auditor of the Company at the 12th AGM of theCompany for a period of five (5) consecutive years from the conclusion of 12th AnnualGeneral Meeting till the conclusion of the 17th AGM of the Company on such remunerationas may be recommended by the Audit Committee and mutually agreed between the Board ofDirectors and the Auditors plus out of pocket expenses as may be incurred. TheAuditors Report annexed to the financial statement for the year under review containa qualified Opinion.
Qualification on Auditors Report: i. Auditors Qualification:
Note No. 32.2 of the accompanying Standalone Financial Results which states that theCompany has recognized Non-Sustainable Debt pursuant to CIRP as part of Reserves on thebasis of the decision taken as part of COC resolution meeting approved by 98.15% COCMembers through vote. This adjustment considered to be event after balance sheet date asper the COC Committee and is recognized in the financial results. However suchtransactions are subject to NCLT approval and should have been acknowledged on dulyconfirmation/acceptance from the NCLT court.
Under the CIRP a resolution plan was submitted for the consideration of Committee(COC) e-voting has taken place after 9th CoC Meeting the RP has placed onrecord the results of Evoting and informed the Members and Shareholder that Resolution hasbeen approved with 98.15% votes in favour of resolution plan. The said resolution planfiled for approval of National Company Law Tribunal (NCL) Mumbai Bench for its approvalvide dated November 08 2020. The Audit Qualification (ii) is for adjustmentconsidered to be event after balance sheet date. In Auditors opinon such transactions aresubject to NCLT approval and should have been acknowledged on duly confirmation/acceptancefrom the NCLT court. Management believes that the aforesaid adjustment is important andcould impact the decision of the reader of the Financial Statement. Therefore the samehas been considered as Adjusting event.
B. Secretarial Auditors:
In compliance with the provisions of Section 204 of the Companies Act 2013 Rule 9 ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 andRegulation 24A of SEBI (LODR) Regulation 2015 the Board in its meeting held on June 292021 upon recommendation of the Audit Committee appointed M/s. Mamta Devpura &Associates Company Secretary in Practice (Membership No. A51792) to conduct thesecretarial audit of the Company for the financial year 2020-21. The Company has providedall assistance facilities documents records and clarifications etc. to the SecretarialAuditors for the conduct of their audit. The Secretarial Audit Report in Prescribed formatas MR 3 for the FY 2020-21 is appended to this Report as "Annexure - V".The managements opinions on the following observations made by the SecretarialAuditor are:
i. Auditors Qualification:
a) The Company has continued to default in repayment of dues to the Banks/FinancialInstitutions. The said account has been classified as Non-performing Assets (NPA) byBanks.
b) Compliance officer of the Company was resigned on 19th December 2019. HoweverCompany has appointed new Compliance officer on 9th December 2020. Further the Complianceofficer resigned on 30th July 2021.
c) Intimation for Closure of Trading Window as per SEBI (Prohibition of InsiderTrading) Regulations 2015 for the quarter ended 30th September 2020 was notgiven to BSE Limited;
d) Disclosure under Regulation 74(5) of the SEBI (DP) Regulations 2018 relating todisclosure of Certificate from Registrar and share transfer Agent the Company did notmake this disclosure inadvertently for the quarter ended 31st March 2020 30th June 2020and 30th September 2020.
e) Delay in Submission of Quarterly financial result along with Limited Review Reportunder Regulation 33 of the SEBI (LODR) Regulations 2015. Due to Covid-19 Pandemic theAuditor M/s Harish Arora & Associates was not able to finalised the Financial Resultfor the year ended 31st March 2020 and Company have been requested to BSE for seekextension of time for Submission of Audited Financial result for the Financial Year ended31st March 2020. Accordingly the Financial Result along with Limited Review Report forthe year ended 31st March 2020 as well as the quarter ended 30th June 2020 and 30thSeptember 2020 were delayed and submitted on 17th December 2020;
f) Annual General Meeting under SEBI (LODR) Regulations 2015 for Financial Year2019-20 held on 30th March 2021. The Company has filed an application for extension ofAnnual General Meeting for the Financial Year 2019-20 to the ROC in GNL 1 vide SRN No.R76062199 but the same was not approved by ROC.
g) The FLA(Foreign Liabilities and Assets) return required to be filed on annual basison or before 15th July of every year under FEMA 1999 has not been complied with.
a) Due to CIRP company was not able to repay the bank/financial institutions.
b) The Company met best endeavours during the remaining period of the year but dueto the financial constraint CIR Process and the Covid-19 situation the Company was notable to find the best suitable personnel for the same. However the Company has appointednew Compliance officer on 9th December 2020.
c) The Company took the note of the same will comply with the above-mentionedprovision.
d) The Company will do the needful in due course.
e) Due to ongoing pendemic and due to certain technical difficulties auditor wasnot able to conclude the audit and issue report.
f) Company had made the application in form GNL -1 and payment against the same wasdone by the company. However due some technical issue company was not able to trace thesame.
g) The Company will do the needful in due course.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLETO THE CENTRAL GOVERNMENT:
The Statutory Auditor and Secretarial Auditor of your Company have not reported anyfrauds to the Audit Committee or to the Board of Directors under Section 143(12) of theCompanies Act 2013 including rules made thereunder.
CORPORATE SOCIAL RESPONSIBILITY [CSR]:
The provisions of the CSR expenditure and Composition of Committee as provided in theSection 135 of the Companies Act 2013 are not applicable to the company. Therefore theCompany has not developed and implemented any Corporate Social Responsibility initiativesas said provisions are not applicable to the Company.
MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES:
Pursuant to the commencement of the CIRP the powers of the board of directors weresuspended and were exercised by the Resolution Professional in accordance with theprovisions of the Code. Therefore the Company has not appointed any Independent Directorsas required under Section 149 of the Companies Act 2013. In terms of the provisions ofSection 197(12) of the Companies Act 2013 read with Rule 5 (1) 5(2) and 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 a statementshowing the names of top ten employees in terms of remuneration drawn and names and otherparticulars of the employees drawing remuneration in excess of the limits set out in thesaid rules forms part of this report as "Annexure II". Disclosuresrelating to remuneration and other details as required under Section 197(12) of the Actread with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 forms part of this report as "Annexure III".
Having regard to the provisions of the second proviso to Section 136(1) of the Act andas advised the Annual Report is being sent to the members of the Company. Any memberinterested in obtaining such other information may write to the Company to email ID:email@example.com.
As required under section 92(3) of the Companies Act 2013 Rules framed thereunder andamended from time to time the Annual Return of the Company in prescribed Form MGT-7 isavailable on the website of the Company i.e. at www.prabhatgroup.net.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
Pursuant to provisions of Section 134 of the Companies Act 2013 read with Rule 8(3) ofthe Companies (Accounts) Rules 2014 the details of Conservation of Energy and TechnologyAbsorption are as follows: Conservation of Energy The company has taken various in housemeasures to conserve the electricity and energy. Technology Absorption Technologyabsorption and innovation is a continuous process in the company.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
The relevant information in respect of the foreign exchanges earnings and outgofor the year ended on March 31 2021 is as follows: Earnings: Nil Outgo: Rs. 3839000/-
COMPLIANCE CERTIFICATE FROM THE PRACTICING COMPANY SECRETARIES REGARDING COMPLIANCE OFCONDITIONS OF CORPORATE GOVERNANCE:
The certificate from the Secretarial Auditor of the Company confirming compliance withthe conditions of Corporate Governance is annexed to this Report.
INTERNAL CONTROL AND ITS ADEQUACY:
The Company has a well-placed proper and adequate internal financial control systemwhich ensures that all assets are safeguarded and protected and that the transactions areauthorized recorded and reported correctly. The Companys internal financial controlsystem also comprises due compliances with Companys policies and Standard OperatingProcedures (SOPs) and audit and compliance by in-house Internal Audit Division.
RISK MANAGEMENT POLICY:
The Company has a Risk Management framework to identify measure and mitigate&articulate business risk and opportunities. This framework seeks to create transparencyminimize adverse impact on the business objective and enhance the Companyscompetitive advantage. This risk framework thus helps in managing market credit andoperations risks.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
No specific material changes and commitments unless as disclosed in this Reportaffecting the financial position of your Company have occurred between the end of thefinancial year under review i.e. March 31 2021 and the date of this Report.
During the financial year 2020-21 the Company has complied with the applicableprovisions of Secretarial Standards issued by The Institute of Company Secretaries ofIndia.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company had prior to the commencement of the CIRP put in place a VigilMechanism/Whistle Blower Policy in terms of the provisions of Companies Act 2013 and theListing Regulations to provide a formal mechanism to the Directors and employees of theCompany to report their genuine concerns and grievances about unethical behaviour actualor suspected fraud or violation of the Companys Code of Conduct or Ethics. Thedetails of establishment of Vigil Mechanism / Whistle Blower Policy are posted on thewebsite of the Company at www.prabhatgroup.net. No Director / employee has been deniedaccess to the Resolution Professional and that no complaints were received during the yearand the Resolution Professional has relied on such representation.
CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:
As per SEBI (Prohibition of Insider Trading) Regulations 2015 the Board of theCompany had prior to commencement of the CIR process laid down a Code of Conduct forProhibition of Insider Trading. The Code is applicable to Promoters and PromotersGroup all Directors and such Designated Employees who are expected to have access toprice sensitive information relating to the Company.
PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE:
Your Company has always believed in providing a safe and harassment free workplace forevery women employee working with your Company. Your Company always endeavors to createand provide an environment that is free from discrimination and harassment includingsexual harassment. Your Company has a zero tolerance for sexual harassment at workplaceand therefore has in place a policy on prevention of sexual harassment at workplace. Thesaid policy is in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules made thereunder. YourCompany has complied with the provisions relating to the constitution of InternalComplaints Committee (ICC) under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 to redress complaints received regarding sexualharassment. During the financial year 2020-21 no cases in the nature of sexual harassmentwere reported by the ICC of the company. The Companys policy on the same is placedon the Companys website at www.prabhatgroup.net.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:
In terms of the order dated October 19 2020 of the Honble National Company LawTribunal Mumbai Bench at Mumbai ("NCLT Order") Corporate Insolvency ResolutionProcess ("CIR Process") has been initiated against the Company in accordancewith the provisions of the Insolvency and Bankruptcy Code 2016 ("Code") andrelated rules and regulations issued thereunder and had appointed Shri Rajendra K. Bhutahaving Registration No. (IBBI/IPA-001/IP-P00141/2017/18/10305) as Insolvency ResolutionProfessional vide its order dated October 19 2019 to manage affairs of the Company inaccordance with the provisions of the Code. To the best of our knowledge during the yearunder review the Company has not received any other order from the Regulators Courts orTribunals which may impact the Going Concern status or the Companys operations infuture and that the Company has complied with all the requirements of the ListingRegulations with the Stock Exchanges as well as regulations and guidelines of SEBI.
COST RECORDS AND COST AUDIT
During the year under review maintenance of cost records and requirements of costaudit as prescribed under the provisions of Section 148 (1) of the Companies Act 2013 arenot applicable for the business activities carried out by the Company.
During the year 2020-21 no Postal Ballot was conducted by the Company.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Managements Discussion and Analysis Report for the year under review asstipulated under the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 ("Listing Regulations") is presentedin a separate section forming part of the Annual Report 2020-21.
REPORT ON CORPORATE GOVERNANCE:
The Company adhere to the Corporate Governance requirements set out in Regulation 34 ofthe Securities and Exchange Board of India ("SEBI") (Listing Obligations andDisclosure Requirements) Regulations 2015. The Report on Corporate Governance for theyear under review forms part of the Annual Report. Further regulations 17 18 19 20 and21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015related to Board of Directors Audit Committee Nomination and Remuneration CommitteeStakeholders Relationship Committee and Risk Management Committee respectively shall notbe applicable during the Insolvency Resolution Process period in respect of a listedentity which is undergoing CIRP under the Code and that the role and responsibilities ofthe Board of Directors as specified under the above mentioned regulations shall befulfilled by the Resolution Professional in accordance with sections 17 and 23 of theCode. Hence the status of the Board of Directors and Committees presented in this Reportis as just before the commencement of CIRP i.e. October 10 2019.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
1. BUY BACK OF SECURITIES: The Company has not bought back any of itssecurities during the year under review.
2. SWEAT EQUITY: The Company has not issued any Sweat Equity Shares during theyear under review.
3. BONUS SHARES: No Bonus Shares were issued during the year under review.
4. EMPLOYEES STOCK OPTION PLAN: The Company has not provided any Stock OptionScheme to the employees.
5. FURTHER / RIGHT ISSUE: The Company has not issued any Equity Shares duringthe year under review through Private Placement or on rights basis.
DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134 (3) (c) of the Companies Act 2013and based on the information provided by management your management state that:
1. In the preparation of the annual accounts for the financial year ended March 312021 the applicable accounting standards have been followed;
2. Accounting policies selected have been applied consistently. Reasonable and prudentjudgments and estimates have been made so as to give a true and fair view of the State ofaffairs of the Company as at March 31 2021 and of the profit and loss of the Company forthe year ended on that date;
3. Proper and sufficient care has been taken 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;
4. The annual accounts of the Company have been prepared on a going concern basis;
5. The Internal financial controls have been laid down to be followed by the companyand such internal financial controls are adequate and operating effectively;
6. Systems to ensure compliance with the provisions of all applicable laws are in placeand were adequate and operating effectively.
APPLICATION MADE OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016:
The CoC has approved the resolution plan on October 27 2020 and the said resolutionplan was filed for approval of National Company Law Tribunal (NCL) Mumbai Bench videdated November 08 2020.
Your Company wishes to express sincere thanks to Members Bankers Clients FinancialInstitutions Customers Suppliers and Employees of Companies for extending support duringthe year. The Company also express their deep sense of appreciation towards all theemployees and staff of the company and wish the management all the best for achievinggreater heights in the future. The Chairman also place on record their appreciation forthe hard work and dedication of all its subsidiary companies for their consistent supportand co-operation to the Company. Last and most importantly your directors remainextremely grateful to all the medical professionals and first hand responders who areworking tirelessly to save lives and contain the spread of the pandemic. For and on behalfof the Board