To
The Members,
Sri Adhikari Brothers Television Network Limited
The Hon'ble National Company Law Tribunal, Mumbai Bench, (NCLT')),
had vide its order dated December 20, 2019 (Admission Order) admitted
the application for the initiation of the Corporate Insolvency Resolution Process (CIRP)
of Sri Adhikari Brothers Television Network Limited (Company) in terms
of the Insolvency and Bankruptcy Code, 2016 (Code) read with the rules
and regulations framed thereunder, as amended from time to time. Further, the NCLT vide
its Order dated December 20, 2019 (Appointment Order) has appointed Mr.
Vijendra Kumar Jain, having IP registration No. IBBI/IPA-004/IP- P00721/2017-18/11253, as
the Interim Resolution Professional (IRP) for the CIRP of the Company,
and he was subsequently confirmed as Resolution Professional (RP) in the first
meeting of the Committee of Creditors (CoC) held on 15 January, 2020.
Pursuant to the publication of the Appointment Order and in accordance
with the provisions of the Code, all the powers of the Board of Directors of the Company
(Board of Directors) stand suspended and the same along with the management of
affairs of the Company have been vested with and are being exercised by the RP.
The Resolution Professional (in lieu of the Suspended Board of
Directors) of the Company hereby presents the Twenty Eighth (28 ) Annual Report of the
Company together with the Audited Standalone and Consolidated Financial Statements of the
Company for the financial year ended March 31, 2023.
FINANCIAL HIGHLIGHTS:
|
Standalone |
Consolidated |
Sr. No. Particulars |
For the year ended March 31, 2023 |
For the year ended March 31, 2022 |
For the year ended March 31, 2023 |
For the year ended March 31, 2022 |
1 Revenue from operations |
- |
- |
- |
- |
2 Other income |
0.03 |
- |
0.03 |
- |
3 Profit / (Loss) before Depreciation & Expenses,
Exceptional items, Finance Cost and Tax |
(84.56) |
(84.06) |
(84.56) |
(84.06) |
4 Less : Depreciation and Amortization |
2,042.06 |
2,042.06 |
2,042.06 |
2042.06 |
5 Finance charge |
0.01 |
0.04 |
0.01 |
0.04 |
6 Profit / (Loss) before exceptional items and Tax |
(2,126.64) |
(2,126.15) |
(2,126.64) |
(2,126.15) |
7 Less: Exceptional items |
- |
- |
- |
- |
8 Profit / (Loss) before tax expense |
(2,126.64) |
(2,126.15) |
(2,126.64) |
(2,126.15) |
9 Less: Provision for Tax |
- |
(1.65) |
- |
(1.65) |
10 Profit / (Loss) after Tax |
(2,126.64) |
(2,124.50) |
(2,126.64) |
(2,124.50) |
11 Less : share of minority interest |
- |
- |
- |
- |
12 Add: profit/ (Loss) of associates |
- |
- |
- |
- |
13 Other Comprehensive Income |
- |
0.05 |
- |
0.05 |
14 Total Comprehensive Income for the period |
(2,126.64) |
(2,124.45) |
(2,126.64) |
(2,124.45) |
15 Earnings per Share (Basic and Diluted) |
(6.09) |
(6.08) |
(6.09) |
(6.08) |
The Company has not received financials from its Subsidiary Company
i.e. Westwind Realtors Private Limited, even after rigorous following up with
the Management. Accordingly, the Company does not have data to finalize and prepare
consolidated Financial Statement of our Company. However, in order to comply with
provision of Companies Act, 2013 and SEBI (LODR) Regulation, 2015 we have prepared the
Standalone as well as Consolidated Financials keeping the same data as of Standalone
financials in consolidate Financials.
INDIAN ACCOUNTING STANDARDS:
The financial statements of the Company for the financial year ended
March 31, 2023 have been prepared in accordance with the Indian Accounting Standards (IND
AS) prescribed under Section 133 of the Companies Act, 2013 (the Act) read
with relevant rules issued thereunder and other accounting principles generally accepted
in India.
The comments of the Resolution Professional, which have been provided
under the Management Discussion and Analysis and are part of this Annual Report, are as
follows:
1. The suspended management has not handed over the books of accounts
and other accounting records for the period prior to 31 March, 2017 and documents,
possession of the corporate office, content library (intangible asset), inventories, other
fixed assets, original agreements and documents related to Company. Therefore, the
Resolution Professional has filed a non-cooperation petition with Hon'ble NCLT, Mumbai
against the suspended management of the Company under Section 19 of Code.
Currently, a resolution plan submitted by the Suspended management has
been approved by the Committee of Creditors and has been filed with Hon'ble NCLT for its
consideration. Accordingly, NCLT has disposed of all the other pending applications in
view of an undertaking given by the erstwhile management to submit the relevant
information to the transactional auditor and Resolution Professional.
2. RP has instituted a transaction audit of the Company for 5 years to
be conducted by Forensic Auditor namely, M/s. Shambhu Gupta & Co. Further, as part of
CIRP, Resolution Professional has appointed valuers for valuing the assets of the Company.
The valuation of the fixed assets, intangible assets, financial assets and inventory as
disclosed in the financials of FY 2022-23 are subject to the valuation reports of the
valuers.
3. The amount of total term loans included in Other Financial
Liabilities amounts to Rs. 178,85,67,955 in the books of account as on March 31, 2023,
whereas the amount of total claims admitted by the RP from the financial creditors amount
to Rs. 504,22,16,828 (including corporate guarantees) which includes interest/ penalty
calculated upto CIRP admission date. The Corporate Guarantee claims amounting to Rs.
301,67,08,059 have not been provided for in the books of accounts.
Further, the RP has received and accepted claims of Rs. 136,07,97,232
from other creditors who have a security interest on the assets of the Company, and claim
admitted for operational creditors and employees amounting to Rs. 15,64,182.
4. The suspended management has given on Leave and License, 1st, 4th,
5th, 6th and 7th floors of Adhikari Chambers (the registered office of the Company Sri
Adhikari Brothers Television Network Limited) to related parties namely, M/s. TV Vision
Limited and M/s. SAB Events and Governance Now Media Limited, during Financial Year
2018-19, after the Company account became NPA with the Banks, without taking NOC from
these Banks. This is a non-compliance of the mortgage documents executed with the
respective Banks. The lease terms have been agreed to favoring the related parties and are
against the interest of the Company. Resolution Professional has served the licensee with
a notice to terminate Leave and License agreement, to protect the interest of the Company.
An application is submitted by Mr. Markand Adhikari, a suspended
Director before Hon'ble NCLT, Mumbai Bench seeking issuance of appropriate directions to
quash the termination of Leave and License Notice on behalf of the Licensee. The outcome
of such application cannot be ascertained as on date.
Currently, a resolution plan submitted by the Suspended management has
been approved by the Committee of Creditors and has been filed with Hon'ble NCLT for its
consideration. Accordingly, NCLT has disposed of all the other pending applications in
view of an undertaking given by the erstwhile management to submit the relevant
information to the transactional auditor and Resolution Professional.
5. As per the order received from Hon'ble NCLAT, a Resolution plan
received from M/s. SAB Events & Governance Now Media Ltd and M/s. Marvel Media Pvt Ltd
with Mr. Ravi Adhikari and Mr. Kailasnath Adhikari (Resolution Applicant) has been
approved by the CoC members and is now filed with Hon'ble NCLT for approval. Therefore,
the books of accounts are prepared on going concern basis.
REVIEW OF OPERATIONS & STATE OF THE COMPANY AFFAIRS:
The Company operates in Single segment i.e. Content Production and
Distribution.
Since our Company is under Corporate Insolvency Resolution Process
(CIRP) and it is not in operation, consequently the Company could not generate any revenue
during the year under review. There is revenue of Rs. 0.03 Lakhs i.e. Interest on Income
Tax Refund. The Company incurred Loss before tax of Rs. (2,126.64) Lakh as against Loss
before tax of Rs. (2,126.15) Lakh in the previous financial year. The Loss after tax was
Rs. (2,126.64) Lakh during the FY 2022-23 as against Loss after tax of Rs. (2,124.50) Lakh
in the previous financial year.
The total comprehensive income is negative of Rs. (2,126.64) Lakh
during the FY 2022-23 as against negative of Rs. (2,124.45) Lakh in the previous financial
year.
SHARE CAPITAL:
During the year under review, there was no change in the Authorized
Share Capital of the Company. The Authorized Share Capital of the Company as on March 31,
2023 is Rs. 4,850 Lakhs.
Further, as on March 31, 2023, there was no change in the paid-up share
capital of the Company. The issued, subscribed and paid-up share capital of the Company as
on March 31, 2023 is Rs. 3,494.45 Lakhs.
CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY:
There was no change in the nature of business during the financial year
under review.
TRANSFER TO RESERVES:
During the financial year under review, no amount has been transferred
to Reserves & Surplus.
DIVIDEND:
In view of on-going CIRP initiated vide NCLT, Mumbai order dated
December 20, 2019 and losses incurred by the Company during the financial year, the RP (in
lieu of Suspended Board of Directors) has not recommend any dividend for the financial
year 2022-23.
CREDIT RATING
The Company has defaulted in servicing the debt to various Financial
Creditors and Currently RP is carrying out CIRP and no revised or new credit rating has
been received during the financial year 2022-23.
INVESTOR EDUCATION AND PROTECTION FUND:
In terms of the provisions of Section 125 of Companies Act, 2013 read
with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016, the unclaimed/unpaid dividend amount for F.Y. 2014-15 along with the
shares on which Dividend remained unclaimed/unpaid for a period of seven consecutive years
was due to be transferred to the Investor Education and Protection Fund (IEPF) in the
financial year 2022-23. However due to non-receipt of data from Bank we are not able to
transfer the said amount to IEPF fund. Please note that we are continuously following up
with bank and we will transfer the fund soon.
PUBLIC DEPOSITS:
During the financial year under review, the Company has not accepted
any deposits within the meaning of Sections 73 and 76 of the Companies Act, 2013 (Act)
read with the Companies (Acceptance of Deposits) Rules, 2014.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):
Appointment of Resolution Professional:
The Hon'ble NCLT had vide its order dated December 20, 2019
(Admission Order) admitted the application for the initiation of the Corporate
Insolvency Resolution Process (CIRP) of the Company in terms of the Insolvency
and Bankruptcy Code, 2016 (Code) read with the rules and regulations framed
thereunder, as amended from time to time. Further, the NCLT vide its Order dated December
20, 2019 (Appointment Order) had appointed Mr. Vijendra Kumar Jain, having IP
registration No. IBBI/IPA-004/IP- P00721/2017-18/11253, as the Interim Resolution
Professional (IRP) for the CIRP of the Company, who was subsequently confirmed
as Resolution Professional (RP) in the first meeting of the Committee of
Creditors (CoC) held on 15th January, 2020.
The Committee of Creditors approved the Liquidation of the Company in
the COC meeting held on 24th August, 2021. Pursuant to this approval, Hon'ble NCLT
approved the liquidation vide order dated 16th December 2021 and the liquidator, namely
"Mr. Ashish Vyas" was appointed vide modification order dated 4th January, 2022.
The modified liquidation order was uploaded and received on 21st January 2022.
An Appeal was filed by the suspended management against the Hon'ble
NCLT order. With reference to this appeal, the Hon'ble NCLAT, vide its order dated 31st
January, 2022, has stayed the liquidation proceedings.
On 12th October 2022, during the final hearing before the Hon'ble
NCLAT, the legal counsel of the RP informed the Hon'ble NCLAT that the Resolution
Plans were duly considered by the Committee of Creditors and have received approval with
93.5% votes. As a result, both appeals were dismissed by Hon'ble NCLAT as infructuous
vide order dated 12th October, 2022.
Currently, a resolution plan has been approved by the Committee of
Creditors and has been filed with Hon'ble NCLT for its consideration. Accordingly,
Resolution Professional is carrying out the Compliances for the year ended 31st March,
2023.
Retirement by rotation:
In accordance with the provisions of Section 152 of the Companies Act,
2013 read with the Rules made thereunder and the Articles of Association of the Company,
Mrs. Latasha Jadhav (DIN: 08141498), Non-Executive - Non Independent Women Director of the
Company, retires by rotation at the ensuing Annual General Meeting (AGM) and being
eligible, offered herself for re-appointment. The RP (in lieu of the Suspended Board of
Directors) recommends the re-appointment of Mr. Latasha Jadhav as Non-Executive - Non
Independent Women Director of the Company.
As stipulated under Regulation 36(3) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ('Listing Regulations') and Secretarial
Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of
India (ICSI), brief resume of the Mrs. Latasha Jadhav, proposed to be re-appointed is
given in the Notice of ensuing AGM.
Re-appointment of Independent Directors of the Company for another term
of 5 years:
During the year under review the first tenure of Dr. Ganesh P. Raut
(DIN: 08047742), Mr. Umakanth Bhyravajoshyulu (DIN: 08047765) and Mr. M. Soundara Pandian
(DIN: 07566951) expired and thereafter the Company has appointed Dr. Ganesh P. Raut, Mr.
Umakanth Bhyravajoshyulu and Mr. M. Soundara Pandian for Second term of 5 years commencing
from February 07, 2023 to February 06, 2028, who shall not be liable to retire by
rotation.
Appointment of Company Secretary & Compliance Officer of the
Company:
Mrs. Kajal Pandey was appointed as Company Secretary & Compliance
Officer of the Company w.e.f. December 05 2022.
Declaration from Independent Directors:
The Company has received declaration from all the Independent Directors
of the Company confirming that they meet the criteria of independence as prescribed under
Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing
Regulations.
Key Managerial Personnel (KMP)
Pursuant to the provisions of Section 203 of the Companies Act, 2013,
the details of Key Managerial Personnel (KMP) of the Company as on March 31, 2023 is
stated herewith:
Sr. No. Name of the KMP |
Designation |
1. Mr. Markand Adhikari |
Suspended Managing Director |
2. Mrs. Kajal Pandey |
Company Secretary & Compliance Officer |
Remuneration to Non-Executive Directors
During the financial year under review, the non-executive directors of
the Company had no pecuniary relationship or transactions with the Company, other than
receipt of sitting fees and reimbursement of expenses incurred by them for the purpose of
attending meetings of the Board/Committee of the Company.
Further, it is important to note that since Company is under CIRP
process and power of board is suspended therefore Board Meeting was not conducted during
the FY 2022-23, accordingly except Dr. Ganesh P. Raut, Member of RP Committee, none of the
other director received any amount from the Company. Dr. Ganesh P. Raut received sitting
fees for attending Resolution Professional (RP) Committee Meeting.
ANNUAL PERFORMANCE EVALUATION:
Pursuant to the applicable provisions of the Companies Act, 2013 and
SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Nomination
and Remuneration Committee along with the Board had adopted a formal mechanism for
evaluating the performance of the Board of Directors (including Executive and
Non-Executive Directors) as well as that of its Committees and individual Directors,
including Chairman of the Board, Key Managerial Personnel/ Senior Management etc.
In the past, the evaluation exercise was carried out based on various
parameters such as the composition of the Board, experience, competencies, contribution
towards accurate financial reporting, strategic guidance, risk mitigation, internal
controls, governance, leadership and talent development, managing external stakeholders,
governance issues, etc.
Consequent to admission of the Company into CIRP, effective December
20, 2019, since the powers of the Board is suspended, the annual performance evaluation
could not be carried out thereafter.
MEETINGS OF THE BOARD:
Prior to appointment of the RP, the Board were meeting at regular
intervals to discuss and decide on the Company's business policies and strategies apart
from other Board businesses.
However, due to admission of the Company into CIRP, effective December
20, 2019, since powers of the Board is suspended. Accordingly, instead of Board Meetings,
Resolution Professional (RP) Committee Meeting was conducted during the FY 2022-23.
MEETING OF THE RP COMMITTEE
The RP Committee met on various occasions to discuss and decide on
affairs, operations of the Company and to supervise and control the activities of the
Company. During the financial year under review, the RP Committee met 6 (Six) times. The
details of the RP Committee Meetings and their attendance at the meetings are provided in
the Report on Corporate Governance, forming part of this Report. The intervening gap
between the two consecutive RP Committee meetings did not exceed the period prescribed by
the Act, Listing Regulations, Secretarial Standard on Board Meetings (SS-1) issued by the
Institute of Company Secretaries of India (ICSI) and pursuant to the
relaxations issued by SEBI Circular dated April 29, 2021, as amended from time to time.
COMMITTEES OF THE BOARD/ RESOLUTION PROFESSIONAL:
In compliance with the requirements of the Act and the Listing
Regulations, the Company has constituted 3 (Three) Committees of the Board as below:
1. Audit Committee;
2. Nomination and Remuneration Committee;
3. Stakeholders' Relationship Committee; and
Details of all Committees and its constitution with respect to their
terms of reference, meetings and attendance of the members at the meetings held during the
financial year, are provided in the Report on Corporate Governance, forming part of this
Annual Report.
As per relaxation given by Regulation 15(2A) and 15(2B) of the SEBI
(Listing Obligation Disclosure Requirements) Regulations, 2015, as our Company is
undergoing corporate insolvency resolution process, accordingly provision of Regulation 17
i.e. Board of Directors, Regulation 18 i.e. Audit Committee, Regulation 19 i.e. Nomination
and Remuneration Committee, Regulation 20 i.e. Stakeholders Relationship Committee and
Regulation 21 i.e. Risk Management Committee of SEBI (Listing Obligation Disclosure
Requirements) Regulations, 2015 shall not be applicable to the Company.
However, the roles and responsibilities of the committees specified in
the respective regulations are being fulfilled by the Resolution Professional Committee.
AUDIT COMMITTEE AND ITS COMPOSITION:
The Audit Committee was duly constituted as per the provisions of
Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations. The
composition, terms of reference, role of the Audit Committee is provided in the Report on
Corporate Governance forming part of this Annual Report.
Please note that as per relaxation given by 15(2B) of the SEBI (Listing
Obligation Disclosure Requirements) Regulations, 2015 as our Company is undergoing
corporate insolvency resolution process, accordingly Provisions of Regulation 18 shall not
apply to the Company.
In order to comply with Provisions of Section 177 of the Companies Act,
2013, Company is continuing with exiting Audit committee but power of Committee is
suspended as the Company is under CIRP.
The roles and responsibilities of the Audit Committees are being
fulfilled by the Resolution Professional Committee.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER
DETAILS:
Pursuant to provisions of Section 178 of the Companies Act, 2013 read
with the Rules made thereunder, Regulation 19 of the Listing Regulations and on the
recommendation of the Nomination and Remuneration Committee, prior to commencement of
CIRP, the Board had adopted a Policy on Criteria for appointment of Directors, Key
Managerial Personnel, Senior Management Employees and their remuneration. The
salient features of the Remuneration Policy are stated in the Report on Corporate
Governance which forms part of this Annual Report.
Please note that as per relaxation given by 15(2B) of the SEBI (Listing
Obligation Disclosure Requirements) Regulations, 2015 as our Company is undergoing
corporate insolvency resolution process, accordingly Provisions of Regulation 19 shall not
apply to the Company.
However the roles and responsibilities of the Nomination and
Remuneration Committee are being fulfilled by the Resolution Professional Committee.
RISK MANAGEMENT:
The Company has devised and adopted a Risk Management Policy and has
implemented a mechanism for risk assessment and management. The policy is devised to
identify the possible risks associated with the business of the Company, assessment of the
same at regular intervals and taking appropriate measures and controls to manage, mitigate
and handle them. The key categories of risks covered in the policy are Strategic Risks,
Financial Risks, Operational Risks and such other risks that may potentially affect the
working or performance of the Company.
Please note that as per relaxation given by 15(2B) of the SEBI (Listing
Obligation Disclosure Requirements) Regulations, 2015 as our Company is undergoing
corporate insolvency resolution process, accordingly Provisions of Regulation 19 shall not
apply to the Company.
However the roles and responsibilities of the Nomination and
Remuneration Committee are being fulfilled by the Resolution Professional Committee. They
have been reviewing the various aspects of the Risk Management Policy and has taken
appropriate steps to control and mitigate the same through a properly defined framework.
WHISTLE BLOWER POLICY / VIGIL MECHANISM:
The Company has adopted a Whistle Blower Policy/Vigil Mechanism as per
the provisions of Section 177 of the Act and Regulation 22 of the Listing Regulations. The
Policy provides a mechanism for reporting of unethical behavior and frauds made to the
management. The mechanism provides for adequate safeguards against victimization of
employees who avails the mechanism and provides for direct access to the Chairman of the
Audit Committee, under exceptional cases. The details of the Whistle Blower Policy/Vigil
Mechanism are explained in the Report on Corporate Governance and are also available on
the website of the Company at
http://adhikaribrothers.com/pdf/Vigil%20Mechanism%20or%20Whistle%20Blower%20Policy_
SABTNL.PDF
On the initiation of the CIRP, the Resolution Professional Committee
has been reviewing the Whistle Blower Policy and has been taken appropriate steps to
control and mitigate the same through a properly defined framework.
We affirm that during the financial year 2022-23, no employee or
director was denied access to the Resolution Professional Committee in lieu of suspended
Audit Committee. Further, no complaints were received from employees of the Company during
the financial year.
EXTRACT OF ANNUAL RETURN:
The Annual Return in Form MGT-7 as on March 31, 2023, as required under
Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration)
Rules, 2014 is available on the website of the Company and can be accessed at
http://www.adhikaribrothers.com/
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
During the financial year under review, the particulars of Loans,
Guarantees and Investments made by the Company under the provisions of Section 186 of the
Act, are given in the Notes to the Financial Statements forming part of this Annual
Report.
PARTICULARS OF THE EMPLOYEES AND REMUNERATION:
Pursuant to the provisions of Section 197 of the Companies Act, 2013
read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, details of the ratio of remuneration of each Director to the
median employee's remuneration are appended to this report as Annexure I Part
A.
The statement containing particulars of employees as required under
section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rule, 2014 is provided in this Report as
Annexure I Part B and forms a part of this report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The suspended management has given on Leave and License 1 , 4 , 5 , 6
and 7 floors of the Adhikari Chambers to related parties of the promoter, namely, M/s. TV
Vision Limited and M/s. SAB Events and Governance Now Media Limited, during FY 2018-19,
after the company account became NPA with the Banks, without taking NOC from these Banks.
This is a non-compliance of the mortgage documents executed with the respective Banks. The
Leave and License terms have been agreed to favour the related parties and are against the
interest of the company.
Resolution Professional has served the licensee with a notice to
terminate the Leave and License agreement, to protect the interest of the Company, with
approval of Committee of Creditors.
However, an application is submitted by Mr. Markand Adhikari, suspended
Director before Hon'ble NCLT, Mumbai Bench seeking issuance of appropriate directions
to quash the termination of Leave and License Notice on behalf of the Licensee. The
outcome of such application cannot be ascertained as on date.
Further, Resolution Professional has also filed a non-cooperation
petition against the suspended management under section 19 of IBC for non-handover of the
corporate office of the Company.
RP has instituted a transaction audit of the company for 5 years to be
conducted by Forensic Auditor namely, M/s. Shambhu Gupta & Co.
Currently, a resolution plan submitted by the Suspended management has
been approved by the Committee of Creditors and has been filed with Hon'ble NCLT for its
consideration. Accordingly, NCLT has disposed of all the other pending applications in
view of an undertaking given by the erstwhile management to submit the relevant
information to the transactional auditor and Resolution Professional.
The prescribed details of Related party transactions in form AOC-2, as
reported by the suspended management, in terms of section 134 of the Companies Act , 2013
read with rule 8 of the Companies (Accounts) Rules, 2014 is given in the Annexure
II to this report.
In accordance with the provisions of Regulation 23 of the Listing
Regulations, the Company has formulated the Related Party Transactions Policy and the same
is uploaded on the Company's website at
http://adhikaribrothers.com/pdf/Policy-on-Related-Party-Transactions_SABTNL.PDF
The aforesaid Related Party Transaction policy and the details of
related party transactions in form AOC-2, are subject to the Transaction Audit findings
and the Resolution Professional's review.
SUBSIDIARY, ASSOCIATE, JOINT VENTURE COMPANIES AND CONSOLIDATED
FINANCIAL STATEMENTS:
As on March 31, 2023, the Company has 1 (One) Subsidiary Company and 1
(One) Associate Company. The details of the above mentioned companies are mentioned in
Report on Corporate Governance forming part to this Annual Report.
The Financials of the subsidiary and associate is under the control of
suspended management. During the financial year under review, the financials of the
subsidiary, Westwind Realtors Private Limited, were not submitted by its management, even
after multiple follow-ups. Thus the salient features of the Financial Statements of the
subsidiary and associate company in the prescribed format Form AOC-1 is not forming part
of the Financial Statements.
In accordance with Section 136 of the Act, the Audited Financial
Statements, including the Audited Consolidated Financial Statements and related
information of the Company are available on our website i.e.
http://www.adhikaribrothers.com/financials/.
During the financial year under review no company ceased to be
subsidiary or associate. The Company does not have joint venture companies as on March 31,
2023.
PERFORMANCE OF SUBSIDIARY COMPANY AND ASSOCIATE COMPANY:
During the financial year under review, the financials of the
subsidiary, Westwind Realtors Private Limited, were not submitted by its management, even
after multiple follow-ups.
STATUTORY AUDITORS AND THEIR REPORT:
Statutory Auditors
As per the provisions of Section 139 of the Companies Act, 2013,
Members of the Company at the 27th Annual General Meeting (AGM) held on September 12, 2022
had re-appointed M/s P. Parikh & Associates, Chartered Accountants Mumbai (Firm
Registration No: 107564W) as the Statutory Auditors of the Company, for second term of 1
(One) year, to audit the financial statements of the Company for the financial years of
2022-23.
Pursuant to completion of his second term, the Resolution Professional
Committee has recommended the name of M/s Hitesh Shah & Associates bearing FRN No
103716W to be appointed as the Statutory Auditor of the Company to hold office from the
conclusion of this 28th Annual General Meeting till the conclusion of 33rd Annual General
Meeting of the Company to be held in the year 2028, on such remuneration as may be decided
by the Resolution Professional Committee in consultation with the Statutory Auditor of the
Company.
The Company has received a written consent and an eligibility
certificate from M/s Hitesh Shah & Associates stating that they are willing to act as
statutory auditors of the Company and that their appointment satisfies the criteria as
provided under section 141 of the Companies Act, 2013.
Statutory Auditors Report
The statutory auditors' report for F.Y. 2022-23 on the financial
statements forms part of this Annual report.
Further, following were the details of the Audit qualifications made by
the statutory auditors in their report for F.Y. 2022-23 and Resolution Professional's
reply to it.
1) Details of Audit Qualification:
We are not able to judge solely on the basis of verification of other
audit evidences obtained during the course of audit whether the management has fulfilled
its responsibility for the preparation of the financial statements in accordance with the
applicable financial reporting framework. Further, we had also requested the management to
give a written representation that it has provided us with all the relevant information
during the audit and whether all the transactions have been properly recorded and
reflected in financial statements, however the management has not provided all such
written representations as per Standard on Auditing SA 580, as a result we are unable to
obtain sufficient appropriate audit evidence. The possible effects of such inability on
the financial statements are not confined to specific elements, any accounts or items of
financial statements and hence we conclude this condition to be pervasive, in our
professional judgment, due to which we have issued adverse opinion on the financial
statements in such circumstances as required by Standard on Auditing SA 705 (Revised).
Reply from Resolution Professional:
The suspended management has not handed over the books of accounts and
other accounting records and documents (for the period prior to 31st March, 2017),
possession of the corporate office, content library (intangible asset), inventories, other
fixed assets, original agreements and documents related to Company.
Accordingly, the Resolution Professional is not in a position to
provide all such written representations, as requested by the Statutory Auditors.
2) Details of Audit Qualification:
Due to defaults in repayment of loans taken from Bank/s, the Account of
the Company has been classified as Non-Performing Asset by Banks in the Previous Financial
years and except two Banks, other Banks have not charged the interest / reversed the
unpaid interest charged from the date the account has been classified as Non-Performing.
No provision has been made in the books of accounts maintained by the Company for interest
/ penal interest, if any, on these term loans amounting to approximately Rs. 2,349.85
Lakhs as on March 31, 2023 (exact amount cannot be determined), hence to that extent,
finance cost, total loss for the quarter and period ended March 31, 2023, Negative
Other Equity balances (as it includes interest expense of previous financial
years) and current financial liabilities are understated by approximately Rs.2,348.25
Lakhs as on March 31, 2023. The said amount of Rs. 2,349.85 Lakhs is the difference
between Claims amounting to Rs. 20,235.53 Lakhs (including interest) received from banks
by RP as on December 20, 2019 and amount of loan outstanding from banks amounting to
Rs.17,885.68 Lakhs reflected in books of accounts of the Company as on March 31, 2023.
Also, such loan outstanding balances as per books of accounts are subject to confirmation
/ reconciliation with the balance as per banks as on March 31, 2023.
Reply from Resolution Professional:
As per the order received from Hon'ble NCLAT, a Resolution plan
received from M/s. SAB Events & Governance Now Media Ltd and M/s. Marvel Media Pvt Ltd
with Mr. Ravi Adhikari and Mr. Kailasnath Adhikari (Resolution Applicant) has been
approved by the CoC members and is now filed with Hon'ble NCLT for approval. Therefore,
the books of accounts are prepared on going concern basis.
3) Details of Audit Qualification:
The aggregate carrying value of Business and Commercial rights in the
books of the Company as on March 31, 2023 is Rs. 4,902.11 Lakhs. There is no revenue
generation from monetization o these assets during the quarter and period ended March 31,
2023 and in previous financial years, due to which the Company has incurred substantial
losses during the quarter and period ended March 31, 2023 and in previous financial years.
There is a strong indication of Impairment in the value of these Business and Commercial
rights and therefore we are of the opinion that the Impairment loss of Rs. 4,902.11 Lakhs
should be provided on all such assets in the books of accounts of the Company as on March
31, 2023. The assets of the Company are overstated and net loss for the quarter and period
ended March 31, 2023 is understated to that extent.
Reply from Resolution Professional -
RP is unable to comment on this qualification as the aforesaid content
library (intangible asset) and related records has not been handed over by the Suspended
management.
4) Details of Audit Qualification:
The Company has not provided for loss allowances on Financial Corporate
Guarantee contracts amounting to about Rs. 30,188.24 Lakhs (exact amount cannot be
ascertained) as on March 31, 2023 given by the Company on behalf of its related group
companies which is to be recognized as required by Indian Accounting Standard (IND-AS 109)
and also not provided for claims amounting to Rs. 13,607.97 Lakhs (exact amount cannot be
ascertained) as on March 31, 2023 received from banks for security interest on the assets
of the Company for Loans availed by the related group companies. The financial liabilities
of the Company and net loss for the quarter and period ended March 31, 2023 are
understated to that extent.
Reply from Resolution Professional -
RP has made disclosures in the Notes to Financials with respect to the
claims that have been received by him. The Corporate Guarantee contracts relates to before
the CIRP period which the suspended management failed to disclose appropriately in the
financials and are now appropriately disclosed in the Notes to the Financials.
5) Details of Audit Qualification:
The Company's inventories are reflected in the Balance Sheet at Rs.
271.01 Lakhs as on March 31, 2023. The Company has not stated the inventories at the lower
of cost and net realizable value but has stated them solely at cost, which constitutes a
departure from Indian Accounting Standard-2- Inventories (Ind AS-2). As the inventories of
the Company consist of rights which are returned by the customers due to defect in quality
of such rights and it also consists of such inventory which are non-moving for a long
period of time, we are of the opinion that the net realizable value of inventories is NIL
as on March 31, 2023. The assets of the Company are overstated and net loss for the
quarter and period ended March 31, 2023 is understated to that extent.
Reply from Resolution Professional-
RP is unable to comment on this qualification as the aforesaid
inventory and related records has not been handed over by the Suspended management.
6) Details of Audit Qualification:
The impact of Impairment, if any, of all other Tangible assets in
Property, Plant and Equipment amounting to Rs. 3,728.76 Lakhs and Capital Work in Progress
amounting to Rs. 1,403.44 Lakhs should be accounted in the books of accounts by the
Company at the quarter and period ended March 31, 2023 after conducting the physical
verification of all such assets and by ascertaining the Fair Market Value of such assets
by appointing a third party expert valuers and by doing a valuation of the same. In the
absence of physical verification of Property, Plant and Equipment and valuation report of
assets by the third party valuers, we are unable to comment whether that the value of
assets as reflected in Property, Plant and Equipment and Capital Work in Progress head is
correct or impairment for the same is required as on March 31, 2023.
Reply from Resolution Professional-
RP is unable to comment on this qualification as he has not been
provided access to the Fixed Assets Register or related records by the suspended
management.
7) Details of Audit Qualification:
The Company / RP has received claims from some Operational Creditors
amounting to Rs. 5.25 Lakhs as on December 20, 2019 which has been accepted, however Rs.
1.25 Lakhs is the balance outstanding as per books as on March 31, 2023 for such
operational creditors. The loss for the quarter and period ended March 31, 2023 and Trade
Payables are understated to the extent of Rs. 4.00 Lakhs as on March 31, 2023.
Reply from Resolution Professional-
RP has made disclosures in the Notes to Financials with respect to the
claims that have been received by him.
8) Details of Audit Qualification:
Inter-Company Related Party outstanding balance with TV Vision Limited
and SAB Events and Governance Now Media Limited as on March 31, 2023 is subject to
reconciliation. The impact, if any, due to non-reconciliation of Inter-Company accounts on
the financial statements of the Company as on March 31, 2023 is unascertainable.
Reply from Resolution Professional-
The RP does not have any control over the books of accounts of the
related parties.
9) Details of Audit Qualification:
The amount of Depreciation and Amortization expenses for the quarter
and period ended March 31, 2023 is assumed to be proportionate / equal to the Depreciation
and Amortizatio expenses as per the Audited financials of the Company for the year ended
March 31, 2023, due to reasons as stated in Note No. 2 forming part of the results for the
quarter ended March 31, 2023. The impact of differences, if any, between actual
depreciation as per Fixed Asset Register and as per books of accounts, on the financial
statements of the Company as on March 31, 2023 is unascertainable.
Reply from Resolution Professional -
The suspended management has not handed over the books of accounts and
other accounting records and documents (for the period prior to 31st March, 2017), and
also the Fixed asset Register. Since the RP does not have access to the Fixed Asset
Register, the depreciation for FY 2022-23 is calculated based on depreciation expense for
FY 2021-22 (as explained in Notes to Financials).
10) Details of Audit Qualification:
No provision for doubtful debts for the sum of Rs. 26.81 Lakhs has been
made in books of accounts as on March 31, 2023 as required by Indian Accounting Standard
(IND-AS 109) for amount recoverable from a debtor which is doubtful of recovery. The loss
for the quarter ended March 31, 2023 is understated and Trade Receivables of the Company
are overstated as on March 31, 2023 to the extent of Rs. 26.81 Lakhs.
Reply from Resolution Professional-
RP is unable to comment on this qualification as he has not been
provided access to the books of accounts (for the period prior to 31st March, 2017) by the
Suspended Management.
11) Details of Audit Qualification:
Bank Balances (including unclaimed dividend account balances) amounting
to Rs. 5.67 lakhs are subject to confirmation / reconciliation due to non-receipt of bank
statements / bank confirmation / external confirmations as on March 31, 2023, as
represented to us by the management. The impact, if any, on the financial statements as on
March 31, 2023 could not be ascertained.
Reply from Resolution Professional-
Due to non-receipt of the bank statement even after repeated reminders
made to the respective bank, the RP is unable to comment on the same.
12) Details of Audit Qualification:
Unclaimed dividend Account amounting to Rs. 1.82 lakhs is subject to
confirmation / reconciliation with the balances as per the Registrar and Transfer agents
as on March 31, 2023. The impact, if any, on accounts as on March 31, 2023 is
unascertainable.
Reply from Resolution Professional-
Due to non-receipt of the bank statement even after repeated reminders
made to the respective bank, the RP is unable to comment on the same.
SECRETARIAL AUDIT:
Pursuant to the provisions of Section 204 of the Companies Act, 2013
read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the Resolution Professional on 14th February, 2023 has approved the appointment of
M/s. Shweta Mundra & Associates, Practicing Company Secretaries, Mumbai
(FRN/Membership Number: A38115), as the Secretarial Auditors of the Company to conduct
audit of the Company for the Financial Year 2022-23. The Secretarial Audit Report for the
Financial Year 2022-23 is appended to this report as Annexure III.
During the financial year under review, following are the
qualifications of the Secretarial Auditors of the Company along with the reply of the
Resolution Professional to the same:
a. The Company has not appointed Internal Auditors during the period
under review as required under Section 138 of the Act and as per Regulation 18(3) Read
with Part B Paragraph (4) of SEBI LODR
Reply from Resolution Professional-
As the Company is under CIRP and there are no operations in the
Company, the Company has not appointed any internal auditors.
b. The company does not have a CFO (Chief Financial Officer) since 26th
May, 2020, as is required under Section 203 of the Act. Further, the Company has filed the
resignation of the CFO with E-form GNL-2 to the ROC as per General Circular No.8/2020.
However, the said resignation is not effective with the Master-data of the Company with
the website of Ministry of Corporate Affairs (MCA) till date.
Reply from Resolution Professional-
As the Company is under CIRP, The RP is in search of suitable
professional for the appointment.
c. There is no appointment of Company Secretary and Compliance officer
in the Company for the period till December 2022, as applicable and required under Section
203 of the Act and as per Regulation 6(1) of SEBI LODR, that a listed entity shall appoint
a qualified company secretary as the compliance officer. We have observed the Notice
served by NSE and BSE. A penalty of INR 65000 imposed by NSE But the Company has Requested
for waiver of the same. However, the Company had appointed Company Secretary and
Compliance officer in December 2022
Reply from Resolution Professional-
The Company has Appointed Mrs. Kajal Pandey as a Company Secretary
& Compliance Officer w.e.f. December 05, 2022.
d. As per Clause VII of Schedule IV to the Companies Act, 2013 read
with Clause 49 (II) (B) (6) of the Listing Agreement and as required under Regulation
25(3) of SEBI (LODR) Regulations, 2015, The Company could not conduct any Meeting of
Independent Directors throughout the year and the evaluation of the performance of the
Board of Directors as well as that of its committees and independent directors including
chairman of the Board, Key Managerial Personnel/Senior Management etc., was not carried
out during the year as required under section 178(2) of the Companies Act, 2013 and under
Schedule IV to the Companies Act, 2013. Further, under Regulation 25(7) of SEBI LODR the
Company could not have the Familiarization Programme for the Non- Executive, Independent
Directors throughout the year as required.
Reply from Resolution Professional
The Company is under CIRP, and the power of the Board is suspended.
Accordingly, there was no separate meeting of the Independent Director held during the
year and Company could not evaluation of the performance of the Board of Directors as well
as that of its committees and independent directors including chairman of the Board, Key
Managerial Personnel/Senior Management etc during the year.
e. The website of the Company is not updated with the disclosure of
previous year financial statements of the subsidiaries. The Resolution Professional
informed that they do not have any control over the books of accounts of the Subsidiary,
Westwind Realtors Private Limited. Thus, the financials of subsidiary could not be
consolidated and updated.
Reply from Resolution Professional-
The Company has not received financials from it's Subsidiary
Company i.e Westwind Realtors Private Limited, even after rigorous following
up to Corporate Debtor.
f. The management has not provided proper audit evidences and all such
written representations as required by the Auditors as per Auditing SA 580 which is
contravention of the section 143(1) of the Companies Act,2013.
Reply from Resolution Professional-
The Company is under CIRP and the RP has not received complete handover
from the suspended Management due he is unable to provide all the said representations.
g. There is a strong indication of Impairment in the value of Business
and Commercial rights of the Company and there exists the material uncertainty as a Going
Concern of the Company under Section 134(5)(d) of the Companies Act,2013.
Reply from Resolution Professional-
The RP has not received the handover fixed assets and contents, thus he
is not in a position to comment on this finding. Currently a Resolution Plan is being
discussed with the COC and therefore the company has been considered as going concern.
h. The Company is currently under CIRP and does not have any
operations, so the Company could not comply with the requirement of following:
Sr No Section |
Particulars of Deviations |
1 Section 134(3)(n) and 177(4) of Companies Act, 2013 |
The Board and the Audit Committee should periodically review
the Risk Management Policy and the risks associated with the Company and recommends steps
to be undertaken to control and mitigate the same through a properly defined framework |
2 Section 177 of Companies Act, 2013 and Regulation 22 of
SEBI LODR. |
Wherein mechanism for reporting of unethical behaviour and
frauds made to the management known as Vigil Mechanism or Whistle Blower Policy. The
mechanism provides for adequate safeguards against victimization of employees who avails
the mechanism and provides for direct access to the Chairman of the Audit Committee. |
Reply from Resolution Professional-
The Company is not in operation and the Board of Directors is
suspended. The minimum required Compliance is done by the RP Committee.
MAINTENANCE OF COST RECORDS:
Pursuant to the provisions of Section 148(1) of the Companies Act,
2013, the government has not prescribed maintenance of the cost records of services dealt
with by the Company. Hence, the prescribed section for maintenance of cost records is not
applicable to the Company during the financial year under review.
INTERNAL AUDIT:
Pursuant to the provisions of Section 138 of the Companies Act, 2013,
the Company is required to appoint an internal auditor. The Company is currently under the
CIRP and the Company does not have any operations, thus the Company did not have any
internal audit
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company management has not been completely handed over to the
Resolution Professional by the suspended Board of Directors, on the initiation of the
CIRP, as per the requirements under the Code. Therefore, RP is unable to verify and
comment on the above clause.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:
Pursuant to the Regulation 34 read with Schedule V of the Listing
Regulations, the following have been made a part of the Annual Report and are attached to
this report:
a. Management Discussion and Analysis; b. Report on Corporate
Governance; c. Declaration on Compliance with Code of Conduct;
d. Certificate from Practicing Company Secretary that none of the
Directors on the board of the company have been debarred or disqualified from being
appointed or to act as director of the Company;
e. Certificate regarding compliance of conditions of Corporate
Governance.
DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATE
SOCIAL RESPONSIBILITY INITIATIVES:
The provisions relating to Corporate Social Responsibility under
Section 135 of the Companies Act, 2013 and rules made thereunder are not applicable to the
Company. Therefore, the Company has not developed and implemented any policy on Corporate
Social Responsibility initiatives.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
During the financial year 2021-22, the Committee of Creditors approved
the Liquidation of the Company in the COC meeting held on 24th August, 2021. Pursuant to
this approval, Hon'ble NCLT approved the liquidation vide order dated 16th December 2021
and the liquidator, namely "Mr. Ashish Vyas" was appointed vide modification
order dated 4th January, 2022. The modified liquidation order was uploaded and received on
21st January 2022.
An Appeal was filed by the suspended management against the Hon'ble
NCLT order. With reference to above appeal, the Hon'ble NCLAT, vide its order dated 31st
January, 2022, has stayed the liquidation proceedings. On 12th October 2022, during the
final hearing before the Hon'ble NCLAT, the legal counsel of the RP informed the
Hon'ble NCLAT that the Resolution Plans were duly considered by the Committee of
Creditors and have received approval with 93.5% votes. As a result, both appeals were
dismissed by Hon'ble NCLAT as infructuous.
Currently, a resolution plan has been approved by the Committee of
Creditors and has been filed with Hon'ble NCLT for its consideration. Accordingly, the
Resolution Professional is carrying out the Compliances for the year ended 31st March
2023.
MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS
FINANCIAL STATEMENT RELATES AND THE DATE OF THE REPORT:
No material changes and commitments affecting the financial position of
the Company occurred between the end of the Financial Year 2022-23 to which this financial
statements relate and the date of this Report.
INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
POSH provisions are applicable to all establishments, companies,
organization's (whether public or private) employing 10 or more employees (whether
permanent, temporary, ad-hoc, consultants, interns or contract workers irrespective of
gender) irrespective of business or industry.
In our Company only one employee is there i.e. Company secretary &
Compliance Officer of the Company, accordingly our company is not require to have Internal
Complaint Committee under Section 4 of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 in place.
However, the Company had adopted a Policy on Prevention, Prohibition
and Redressal of sexual harassment at workplace in line with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and
with Rules made thereunder before initiation of CIRP process.
COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company has devised proper systems to ensure compliance with the
applicable Secretarial Standards issued by the Institute of Company Secretaries of India
and the Company has complied with all the applicable provisions of the same during the
financial year under review.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule
8 of the Companies (Accounts) Rules, 2014, details regarding Conservation of Energy,
Technology Absorption, Foreign Exchange earnings and outgo for the year under review are
as follows:
Conservation of Energy:
a. Steps taken or impact on conservation of energy The Operations of
the Company are not much energy intensive.
However, Company continues to implement prudent practices for saving
electricity and other energy resources in day-today activities.
b. Steps taken by the Company for utilizing alternate sources of energy
Though the activities undertaken by the Company are not much energy intensive, the Company
shall explore alternative sources of energy, as and when the necessity arises.
c. The capital investment on energy conservation equipment Nil.
Technology Absorption:
a. The efforts made towards technology absorption the technology
required for the business has been absorbed as and when required.
b. The benefits derived like product improvement, cost reduction,
product development or import substitution Not Applicable.
c. In case of imported technology (imported during the last three years
reckoned from the beginning of the financial year)
Not Applicable.
d. The expenditure incurred on Research and Development - Not
Applicable.
Foreign Exchange earnings and Outgo: Nil
DIRECTORS' RESPONSIBILITY STATEMENT:
The Company has been admitted in National Company Law Tribunal (NCLT)
on 20 December 2019 Order no. CP (IB) No. 4374/I&B/MB/2018. As per the order, the
company is under Corporate Insolvency Resolution process (CIRP) and Mr. Vijendra
Kumar Jain having IP registration No. IBBI/IPA-004/IP-P00721/2017-2018/11253 has
been appointed as Resolution Professional.
The Resolution Professional is not in the position to confirm to the
provisions of Section 134(3)(c) of the Companies Act, 2013, due to the following reasons:
a. The suspended management has not handed over the books of accounts
and other accounting records (for the period prior to 31st March, 2017) and documents,
possession of the corporate office, content library (intangible asset), inventories, other
fixed assets, original agreements and documents related to Company.
b. RP has instituted a transaction audit of the company for 5 years to
be conducted by Forensic Auditor namely, M/s. Shambhu Gupta & Co. These results will
be subject to findings of the Forensic Auditor.
Further, as part of CIRP, Resolution Professional has appointed valuers
for valuing the assets of the company. The valuation of the fixed assets, intangible
assets, financial assets and inventory as disclosed in the financials of FY 2020-21 are
subject to the valuation reports of the valuers.
c. The suspended management has given on Leave and License the 1st,
4th, 5th, 6th and 7th floors of Adhikari Chambers to related parties namely, M/s. TV
Vision Limited and M/s. SAB Events and Governance Now Media Limited, during F/Y 2018-19,
after the company account became NPA with the Banks, without taking NOC from these Banks.
This is a non-compliance of the mortgage documents executed with the respective Banks. The
Leave and License terms have been agreed to favour the related parties and are against the
interest of the company. Resolution Professional has served the licensee with a notice to
terminate the Leave and License agreement, to protect the interest of the company.
However, an application is issued by Mr. Markand Adhikari, suspended
Director before Hon'ble NCLT, Mumbai Bench seeking issuance of appropriate directions to
quash the termination of Leave and License Notice. The outcome of such application cannot
be ascertained as on date.
Currently, a resolution plan submitted by the Suspended management has
been approved by the Committee of Creditors and has been filed with Hon'ble NCLT for its
consideration. Accordingly, NCLT has disposed of all the other pending applications in
view of an undertaking given by the erstwhile management to submit the relevant
information to the transactional auditor and Resolution Professional.
ACKNOWLEDGEMENT:
The RP expresses his gratitude for the valuable support and
co-operation extended by various Government authorities and stakeholders including
shareholders, banks, financial institutions, viewers, vendors and service providers.
The RP also places on record his deep appreciation towards the
dedication and commitment of your Company's employees at all levels and look forward to
their continued support in the future as well.
The RP appreciates and values the contribution made by every member of
the SABTNL family.
For Resolution Professional Committee |
|
(in lieu of Suspended Board of Directors) |
|
Vijendra Kumar Jain |
|
Resolution Professional |
|
(IBBI/IPA-001/IP-P00721/2017- 18/11253) |
|
Place: Mumbai |
|
Date: |
August 14, 2023 |