Dear Members,
Your directors have pleasure in presenting before you the 17th Board's Report on the
Company's business and operations, together with the audited financial statements
(standalone & consolidated) for the financial year ended March 31, 2024.
Update on implementation of the ‘Resolution Plan'
In accordance with the applicable provisions of the Insolvency and Bankruptcy Code 2016
("IBC/Code"), the Corporate Insolvency Resolution Process ("CIRP
Process") of M/s. Neueon Towers Limited ("Company") was initiated by the
Financial Creditors of the Company. The Financial Creditors petition to initiate the CIRP
Process was admitted by the National Company Law Tribunal ("NCLT") Hyderabad
Bench on June 06, 2019 ("Insolvency Commencement Date"). On appointment of the
Interim Resolution Professional ("IRP") to manage the affairs of the Company and
Resolution Professional ("RP") by the committee of creditors ("CoC"),
the powers of the Board of Directors of the Company were suspended.
The RP invited expressions of interest and submission of a resolution plan in
accordance with the provisions of the Code. Out of various resolution plans submitted by
Resolution Applicants, the CoC approved the resolution plan submitted by M/s. Longview
Resources (HK) Limited. The RP submitted the CoC approved resolution plan to the NCLT,
Hyderabad Bench for its approval. However, this Hon'ble NCLT rejected the Resolution Plan
submitted by the successful SRA by Order dated October 14, 2021 and ordered liquidation in
the manner laid down in Chapter III of the Code and consequently appointed one Sri.
Ramchander Rao Bikumalla having Registration No. IBBI/IPA-001/IP-P00740/2017-18/11261 as
Liquidator as per Section 34 (4) of the Code and to follow up the Procedure as laid down
in the Code.
Sri. Ramachander Rao Bikumalla, the liquidator appointed by this Hon'ble Tribunal by
Order dated October 14, 2021 in I.A. No. 1114 of 2020 in CP(IB) No. 679/7/HDB/2018 was
allowed to retire on medical grounds vide order passed in I.A. No. 1313 of 2022 in CP(IB)
No. 679/7/HDB/2018 dated November 17, 2022 by this Tribunal and appointed Sri. CA Sai
Ramesh Kanuparthi as Liquidator of the Corporate Debtor.
The said order dated October 14, 2021 in IA No. 1114 of 2020 has been set aside by the
Hon'ble NCLAT, Chennai in an Appeal filed by one of the Operational Creditors being
Company Appeal (AT) (CH)(Ins) No. 181 of 2022 vide order dated June 12, 2023.
Again, the RP invited expressions of interest and submission of a resolution plan in
accordance with the provisions of the Code. Out of various resolution plans submitted by
Resolution Applicants, the CoC approved the resolution plan submitted by PRECA Solutions
India Private Limited (hereinafter referred to as "Resolution Applicant"). The
RP submitted the CoC approved resolution plan to the NCLT, Hyderabad Bench approved the
resolution plan submitted by M/s. PRECA Solutions India Private Limited. The Hon'ble NCLT
has approved the Resolution Plan submitted by a consortium led by PRECA Solutions India
Private Limited (hereinafter referred to as "Resolution Applicant") vide its
Order dated October 23, 2024 ("Approval Order"). The Resolution Applicant has
then formed an SPV namely "PRECA Structures Private Limited" for implementation
of the approved resolution plan. The resolution plan is thus binding on all stakeholders.
The Monitoring Committee was formed on November 04, 2024 and new Board of Directors has
been reconstituted to manage affairs of the company w.e.f. November 06, 2024 as per
approved resolution plan.
Members are requested to read this report in light of the fact that the new Board and
the new management is currently implementing the resolution plan.
Financial performance
In compliance with the provisions of the Companies Act, 2013 (‘Act'), and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing
Regulations') the Company has prepared its financial statements as per Indian Accounting
Standards (‘Ind AS') for the FY 2023-24. The financial highlights of the Company's
standalone operations are as follows: (Amount in ` Lakhs)
| Particulars |
2023-24 |
2022-23 |
| Total Income |
152.72 |
151.85 |
| Total Expenditure |
9522.48 |
9476.99 |
| Profit before Tax |
(9369.77) |
(9325.14) |
| Provision for Tax |
-- |
-- |
| Profit after Tax |
(9369.77) |
(9325.14) |
| Transfer to General Reserve |
-- |
-- |
| Profit available for appropriation |
-- |
-- |
| Provision for Proposed Dividend |
-- |
-- |
| Provision for Corporate Tax |
-- |
-- |
The financial highlights of the Company's consolidated operations are as follows:
(Amount in ` Lakhs)
| Particulars |
2023-24 |
2022-23 |
| Total Income |
152.72 |
151.85 |
| Total Expenditure |
9522.48 |
9476.99 |
| Profit before Tax |
(9369.77) |
(9325.14) |
| Provision for Tax |
-- |
-- |
| Profit after Tax |
(9369.77) |
(9325.14) |
| Transfer to General Reserve |
-- |
-- |
| Profit available for appropriation |
-- |
-- |
| Provision for Proposed Dividend |
-- |
-- |
| Provision for Corporate Tax |
-- |
-- |
Performance a) Operations
The total revenue of the Company for the financial year ended March 31, 2024 was `
152.72 Lakhs as compared to the previous year's total revenue of ` 151.85 Lakhs. During
this financial year the Company has earned a net loss of ` 9369.77 Lakhs as against the
previous year's net loss of ` 9325.14 Lakhs. b) Prospects
The Company was admitted for Corporate Insolvency Resolution Process in the year 2019
and thereafter the Company activities in all respects were deteriorated until the new
management took over the Company very recently as per the Resolution Plan approved by the
Hon'ble NCLT and the new management is is studying the current business lines of the
Company in order to identify and focus on the profit generating lines.
Your company aims to realize two established objectives: Transform steel from a
commodity and product into a service, and leverage on the Company excellence in the
production of quality long steel. Company aims to emerge as the first integrated player in
the towers segment in South India. This can be possible due to the company's resounding
expertise in re-rolling facilities that help in tower fabrication as per customer specific
sizes, within far lesser timeframes.
Change in the nature of business
There was no change in nature of the business of the Company during the financial year
ended on March 31, 2024.
Share Capital
During the F.Y. 2023-24, there is no change in share capital of the company.
However, as per approved resolution plan, the capital restructuring of the Company is
under process by way of reduction of equity share capital through reduction in face value
of equity share of Rs. 10/- each to Rs. 1/- each as provided below in tabular format:
| Category |
Erstwhile Paid-up Equity Share Capital (in Rs.) |
Erstwhile No. of Equity Shares of Rs. 10/- each |
New Paid-up Equity Share Capital as per the approved Resolution Plan
(post reduction in capital) (in Rs.) |
New No. of Equity Shares of Rs. 1/- each as per the approved Resolution
Plan (post reduction in face value from Rs. 10/- each to Rs. 1/- each) |
| 1 Erstwhile Promoters* |
21,07,44,430 |
2,10,74,443 |
2,10,74,443 |
2,10,74,443 |
| 2 Public |
35,47,01,090 |
3,54,70,109 |
3,54,70,109 |
3,54,70,109 |
| Total |
56,54,45,520 |
5,65,44,552 |
5,65,44,552 |
5,65,44,552 |
*The erstwhile promoters shall be re-classified to public category and accordingly
their new shares post reduction in capital due to reduction in face value from Rs. 10/-
each to Rs. 1/- shall be categorized as public holding.
Capital restructuring of the Company by way extinguishment of total Cumulative
Redeemable Preference Shares (CRPS) capital of INR 1,26,83,229/- of the Company is under
process.
Transfer to reserves
For the financial year ended March 31, 2024, the Company has not transferred any amount
to General Reserves and Surplus Account.
Dividend
The Company has not declared any dividend during the year.
Buy Back of shares and disinvestment
The Company has not bought back any of its securities and there was no disinvestment
during the Financial Year ended March 31, 2024.
Indian Accounting Standards (Ind AS)
The Company has adopted Indian Accounting Standards (Ind AS) with effect from April 1,
2017 pursuant to Ministry of Corporate Affairs' notification of the Companies (Indian
Accounting Standards) Rules, 2015. The standalone and consolidated financial statements of
the Company, forming part of the Annual Report, have been prepared and presented in
accordance with all the material aspects of the Indian Accounting Standards (‘Ind
AS') as notified under section 133 of the Companies Act 2013 read with the Companies
(Indian Accounting Standards) Rules 2015 (by Ministry of Corporate Affairs (‘MCA'))
and relevant amendment rules issued thereafter and guidelines issued by the Securities
Exchange Board of India ("SEBI").
Transfer of unclaimed Dividend(s)/ Shares to Investor Education and Protection Fund
During the FY 2023-24, there was no unpaid/ unclaimed dividend pertaining to FY 2015-16
to be transferred to the Investors Education and Protection Fund (‘IEPF') Account
established by the Central Government.
NEUEON TOWERS LIMITED
Pursuant to the provisions of Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, the shares on which
dividend remains unpaid / unclaimed for seven consecutive years or more shall be
transferred to the Investor's Education and Protection Fund (‘IEPF') after giving due
notices to the concerned shareholders, which is not applicable to the Company during the
year.
Unclaimed securities demat suspense account
There were no unclaimed securities to be kept in the demat suspense account.
Deposits
The Company has not accepted any deposits from public in terms of Section 73 of the
Companies Act, 2013 and as such, no amount on account of principal or interest on public
deposits was outstanding as on the date of the balance sheet for the FY 2023-24.
Significant and material orders passed by the regulators
During the FY 2023-24, there were no significant and material orders passed by the
regulators or courts or tribunals impacting the going concern status and Company's
operations in future.
However, subsequent to the end of the FY 2023-24, Hon'ble NCLT, Hyderabad bench passed
an Order on October 23, 2024 approving the Resolution Plan of the Company and the said
Resolution Plan is under the process of implementation for the Company.
Material changes and commitments
There were no material changes and commitments, affecting the financial position of the
Company between the end of the financial year March 31, 2024 to which the financial
statements relates and the date of signing of this report.
Board of Directors
During the start of the FY 2023-24, the following are the Directors on the Board of the
Company
| Name of the Director |
DIN |
Designation |
| 1 Mr Srinivasa Raju Gottumukkala |
00132249 |
Managing Director |
| 2 Mr Venkata Bhaskara Rao Maddala |
01526381 |
Independent Director |
| 3 Mr Lanka Visweswar Rao |
02754292 |
Independent Director |
| 4 Mr. Hanumantha Rao Sandepudi |
00118801 |
Non Executive Director |
However, on appointment of the Interim Resolution Professional ("IRP") to
manage the affairs of the Company and Resolution Professional ("RP") by the
committee of creditors ("CoC"), the powers of the Board of Directors of the
Company were suspended since June 06, 2019.
Declaration by the Independent Directors
The Company has not received declarations from all independent directors of the Company
confirming that they continue to meet the criteria of independence, as prescribed under
Section 149 of the Companies Act, 2013, rules made there under and SEBI LODR Regulations
since the powers of the Board of Directors of the Company were suspended since June 06,
2019 due to admission of the Company for Insolvency Resolution Process by the Hon'ble
NCLT, Hyderabad bench.
Policy on Directors' appointment and remuneration and other details
The powers of the Board of Directors of the Company were suspended since June 06, 2019
due to admission of the Company for Insolvency Resolution Process by the Hon'ble NCLT,
Hyderabad bench.
Annual Board Evaluation
The powers of the Board of Directors of the Company were suspended since June 06, 2019
due to admission of the Company for Insolvency Resolution Process by the Hon'ble NCLT,
Hyderabad bench. Hence no Board Evaluation was carried out.
Familiarisation Programme
During the period under review, the powers of the Board of Directors of the Company
were suspended since June 06, 2019 due to admission of the Company for Insolvency
Resolution Process by the Hon'ble NCLT, Hyderabad bench. Hence no familiarization
programmes were conducted.
Particulars in respect of conservation of energy, technology absorption, foreign
exchange earnings and outgo
The information on Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and outgo required to be disclosed under Section 134(3)(m) of the Companies Act,
2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 are provided in the Annexure-I
forming part of this Report.
Subsidiary, Associate and Joint Venture Companies
As on March 31, 2024, your company is having one wholly owned subsidiary – M/s.
Digitech Business Systems Limited, Hong Kong As per the provisions of Section 129(3) of
the Companies Act, 2013 (the Act) read with Companies (Accounts) Rules, 2014, a statement
containing the salient features of the financial statements of the Subsidiary in Form
AOC-1 is enclosed as Annexure-II to this Report.
Performance and financial position of each of the subsidiaries, associates and joint
ventures:
As per Rule 8 of Companies (Accounts) Rules, 2014, a Report on the performance and
financial position of each of the subsidiaries, associates and joint venture companies of
the Company is enclosed as Annexure-II to this Report.
Related party transactions
There are no transactions entered with Related Parties for the year under review. There
were no materially significant related party transactions made by the Company with
Promoters, Directors, Key Managerial Personnel or other designated persons which may have
a potential conflict with the interest of the Company at large.
Statement of Particulars of Appointment and Remuneration of Managerial Personnel/
employees:
Information required pursuant to Section 197 (12) of the Companies Act, 2013 read with
Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
is provided along with a statement containing, inter alia, names of employees employed
throughout the financial year and in receipt of remuneration of Rs. 102 lakhs or more,
employees employed for part of the year and in receipt of Rs. 80.50 lakhs or more per
annum, pursuant to Rule 5(2) the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is provided as Annexure-III to this report.
Statutory Auditors
The Resolution Professional has appointed M/s. RPSV & Co. Chartered Accountants, as
Statutory auditor of the company for period 2021-22, 2022-23 and 2023-24.
Based on the experience and competency of the Auditors, requirement of the Company and
other relevant aspects, the Board of Directors (‘the Board') at their meeting held on
December 02, 2024 recommended the re-appointment of M/s. RPSV & Co. (FRN.: 013151S),
Chartered Accountants as a Statutory Auditor of the Company for another term of 5 (Five)
consecutive years commencing from F.Y. 2024-25 to 2028-29, for the approval of
shareholders at ensuing Annual General Meeting. The Auditors have confirmed that they are
eligible for appointment and their appointment, if made, would be within the prescribed
limits and shall be in accordance with the conditions and criteria as prescribed under
section 139, 141 and other applicable provisions of the Act and Rules made thereunder and
board confirmed their eligibility under the relevant provisions of Chapter X of the
Companies Act, 2013 and rules made thereunder. The Board has accordingly recommended to
the shareholders for their re-appointment for a term of 5 (Five) consecutive years who
shall hold the office till the conclusion of 22nd Annual General Meeting of the Company to
be held in the year 2029. Pursuant to notification from the MCA dated 07.05.2018,
ratification of appointment of statutory auditors at every Annual General Meeting has been
omitted.
Auditors' Report
(a) Statutory Auditors Report
The Resolution Professional in its meeting held on May 27, 2024 duly reviewed the
Statutory Auditor's Report on the Accounts for the year ended March 31, 2024. In line
there off, qualifications/ emphasis of the matter and management replies as below:
| Statutory Auditors Qualifications in the |
|
| Secretarial Audit Report |
Management Replies |
| As per the Indian Accounting standard -1 Presentation of Financial Statements wherein
it has been explained by the management that the financial statements have been prepared
on going concern basis. The Company has substantial negative net worth and accumulated
losses of past years; The Company has made a default in the repayment of Principal and
Interest against all the facilities sanctioned by Banks and company has gone into
Insolvency and Bankruptcy Code 2016 under interim resolution process dated 03.06.2019 vide
order no: CP(IB)No.679/7/ HDB/2018 which raises significant concern over going concern
ability of company. |
The Hon'ble NCLT has approved the Resolution Plan submitted by a consortium led by
PRECA Solutions India Private Limited (hereinafter referred to as "Resolution
Applicant") vide its Order dated 23th Oct, 2024 ("Approval Order"). The
Resolution Applicant has then formed an SPV namely "PRECA Structures Private
Limited" for implementation of the approved resolution plan. The resolution plan is
thus binding on all stakeholders. The new Board of Directors has been reconstituted to
manage affairs of the company w.e.f. 06th Nov 2024 which is confident run the business of
the Company successfully in the coming years for the benefit of all the stakeholders of
the Company. |
(b) Internal Auditors
During the year under review and as the company was under CIRP and supervision of
Resolution Professional, the Company has not appointed any internal auditors to review
internal controls and operating systems and procedures.
(c) Cost Auditors
Pursuant to the rules made by the Central Government under sub-section (1) of Section
148 of the Act, the maintenance of cost records is not applicable to the company for the
year under review.
(d) Cost Audit Records
Appointment of Cost Auditors is not applicable as the turnover is less than applicable
limit and hence maintenance of cost records was not applicable to the Company.
(e) Secretarial Auditors and their Report
The Resolution Professional has appointed Mr Shaik Ibraheem, Sole proprietor of M/s. SI
& Associates, Practising Company Secretaries as Secretarial Auditors of the Company
for the financial year ended March 31, 2024 who had given his consent and eligibility to
act as the Secretarial Auditors of the Company.
The Secretarial Audit for the financial year ended March 31, 2024, was carried out by
M/s. SI & Associates, Practicing Company Secretaries. The Report given by the
Secretarial Auditors in Form MR-3 is annexed as Annexure-IV and forms integral part
of this Report.
The board of directors in its meeting held on Dec 02, 2024 duly reviewed the
Secretarial Auditor's Report for the year ended March 31, 2024 and has noted the following
qualifications/ observations/ deviations together with the management replies:
| Secretarial Auditors Qualifications in the Secretarial Audit Report |
Management Replies |
| The Company is yet to file the Cost Audit Reports, for the financial years 2018-19,
2019-20 and 2020-21 with the Central Government. |
The Hon'ble NCLT has approved the Resolution Plan submitted by a consortium led by
PRECA Solutions India Private Limited (hereinafter referred to as "Resolution
Applicant") vide its Order dated 23th Oct, 2024 ("Approval Order"). The
Resolution Applicant has then formed an SPV namely "PRECA Structures Private
Limited" for implementation of the approved resolution plan. The resolution plan is
thus binding on all stakeholders. The new Board of Directors has been reconstituted to
manage affairs of the company w.e.f. 06th Nov 2024. The Hon'ble Supreme Court through
various judgements including Essar Steel India Ltd, Committee of Creditors vs. Satish
Kumar Gupta, (2020) 8 SCC 531 ("Essar") and recently upheld in Civil Appeal No.
8129/2019 – Ghanashyam Mishra vs. Edelweiss Asset Reconstruction Company Limited
(Para 86) ("Edelweiss) has propounded concept of the "Clean Slate", wherein
the successful Resolution Applicant inherent and takes over company "Clean" free
from all fines, charges, penalty and fees. |
| The Company has not paid annual listing fee for the years 2020-21, 2021- 22, 2022-23,
2023-24 and 2024-25. |
The Hon'ble NCLT has approved the Resolution Plan submitted by a consortium led by
PRECA Solutions India Private Limited (hereinafter referred to as "Resolution
Applicant") vide its Order dated 23th Oct, 2024 ("Approval Order"). The
Resolution Applicant has then formed an SPV namely "PRECA Structures Private
Limited" for implementation of the approved resolution plan. The resolution plan is
thus binding on all stakeholders. The new Board of Directors has been reconstituted to
manage affairs of the company w.e.f. 06th Nov 2024. The Hon'ble Supreme Court through
various judgements including Essar Steel India Ltd, Committee of Creditors vs. Satish
Kumar Gupta, (2020) 8 SCC 531 ("Essar") and recently upheld in Civil Appeal No.
8129/2019 – Ghanashyam Mishra vs. Edelweiss Asset Reconstruction Company Limited
(Para 86) ("Edelweiss) has propounded concept of the "Clean Slate", wherein
the successful Resolution Applicant inherent and takes over company "Clean" free
from all fines, charges, penalty and fees. However as per Hon'ble NCLT order, listing fee
for financial year 2020-21, 2021-22, 2023-24 has paid to BSE and consider as part of CIRP
Cost. |
The Company has not filled the Since, vacancy of Chief Financial Officer and Whole Time
vacancy of the Chief Financial Officer Company Secretary has to be filed by Board of
Directors, and Whole Time Company Secretary however the powers of the Board of Directors
of the as required under Section 203 of the Company stood suspended, and such powers are
vested Companies Act, 2013 read with Rule 8 with the Resolution Professional. and 8A
respectively of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014. The Company's status under MCA Since the company is under CIRP, hence company
is not portal is ‘Active non-complaint' due able to file ACTIVE form. to its failure
to file form INC-22A with Registrar of Companies ("ROC") pursuant to section 12
of the Companies Act, 2013.
The Company has not submitted The Company is in process of applying waiver application
Shareholding pattern for the Quarter for waiver of SOP fines with the stock exchanges
based on ended 31.03.2024 as required the immunity provided under the Resolution Plan
approved under Regulation 31 of the SEBI by the Hon'ble NCLT, Hyderabad bench and obtained
the (Listing Obligations and Disclosure waiver from both the BSE & NSE on compliance
prior to Requirements) Regulations, 2015. Hon'ble NCLT order dated 23rd Oct 2024. The
Company has not submitted Since the company is under CIRP, the Company is in statement on
shareholder complaints process of applying waiver application for waiver of SOP for the
Quarter ended 31.03.2024 fines with the stock exchanges based on the immunity as required
under Regulation 13(3) provided under the Resolution Plan approved by the of the SEBI
(Listing Obligations and Hon'ble NCLT, Hyderabad bench and obtained the waiver Disclosure
Requirements) Regulations, from both the BSE & NSE on compliance prior to Hon'ble 2015
NCLT order dated 23rd Oct 2024.
In terms of the amended SEBI (Listing Obligation and Disclosure Requirements)
Regulation, 2015, the Company had obtained the Secretarial Compliance certificate for the
FY 2023-24 from M/s. SI & Associates, Practicing Company Secretaries which is annexed
as Annexure-IV(A) and forms integral part of this Report and the same was also
intimated to the Stock Exchanges where the shares of the Company are listed.
Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 Company has obtained a
certificate on non-disqualification of directors from Mr Y Ravi Prasada Reddy, (Membership
No.: FCS 5783), Proprietor of M/s. RPR & Associates, Practicing Company Secretaries
(PCS Registration No. 5360) which is annexed as Annexure-IV(B) and forms integral
of this Report.
Corporate Social Responsibility (CSR)
Since the Company did not have profits (average net profits for the last three
financial years), it was not obligated to contribute towards CSR activities during FY
2023-24. The Annual Report on Corporate Social Responsibility u/s 135 of the Companies
Act, 2013 is not required to be given as the Company was not required to contribute
towards CSR activities during FY 2023-24.
Management Discussion and Analysis Report
In terms of the provisions of SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015 as amended from time to time, the Management's Discussion and Analysis
for the year ended march 31, 2024 is annexed hereto as Annexure-V and forms
integral of this Report.
Corporate Governance
Corporate governance is an ethically driven business process that is committed to
values aimed at enhancing an organization's brand and reputation. This is ensured by
taking ethical business decisions and conducting business with a firm commitment to
values, while meeting stakeholders' expectations. It is imperative that your company's
affairs are managed in a fair and transparent manner. This is vital to gain and retain the
trust of the stakeholders.
The Report on corporate governance for the year ended March 31, 2024, pursuant to
Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 is annexed hereto as Annexure-VI and forms integral of this Report.
Auditors' certificate on Corporate Governance
As required by SEBI (Listing Obligations & Disclosure Requirements) Regulations,
2015, the auditor's certificate on corporate governance regarding the compliance of
conditions forms integral of this Report.
Statement containing additional information as required under Schedule V of the
Companies Act, 2013
A statement containing additional information as required under Clause IV of Section II
of Part II of Schedule V of the Companies Act, 2013 is provided in the Report on Corporate
Governance, which forms part of this Annual Report.
Risk Management
During the year, the risk assessment parameters were reviewed. The Resolution
Professional reviewed the element of risks and the steps taken to mitigate the risks. In
the opinion of the RP, there are no major elements of risk which have the potential of
threatening the existence of the Company.
Analysis of the risks identified is carried out by way of focused discussion at the
meetings of the Board. The robust governance structure has also helped in the integration
of the Enterprise Risk Management process with the Company's strategy and planning
processes where emerging risks are used as inputs in the strategy and planning process.
Identified risks are used as one of the key inputs in the strategy and business plan.
Internal Financial Control Systems and their adequacy
The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations under the supervision of Resolution Professional. Various
Audit Systems in the Company monitors and evaluates the efficacy and adequacy of internal
control system in the Company, its compliance with operating systems, accounting
procedures and policies of the Company. Based on the audit reports, Company undertakes
corrective actions in respective areas and strengthens the control. Significant audit
observations and corrective actions thereon are presented to the Resolution Professional
periodically.
The Resolution Professional of the Company have adopted various policies like Related
Party Transactions policy, Whistle Blower Policy and such other procedures for ensuring
the orderly and efficient conduct of its business for safeguarding its assets, the
prevention and detection of frauds and errors, the accuracy and completeness of the
accounting records, and the timely preparation of reliable financial information. The
details in respect of internal financial control and their adequacy are included in the
management discussion & analysis, which forms part of this report.
Consolidated financial statements
The Consolidated Financial Statements of the Company and its subsidiary for FY 2023-24,
are prepared in compliance with the applicable provisions of the Act and as stipulated
under Regulation 33 of the Listing Regulations as well as in accordance with the Indian
Accounting Standards notified under the Companies
(Indian Accounting Standards) Rules, 2015. The Audited Consolidated Financial
Statements together with the Auditor's Report thereon forms part of this Annual Report.
Pursuant to the provisions of Section 136 of the Act, the Financial Statements of the
Company, Consolidated Financial Statements along with relevant documents and separate
annual accounts in respect of subsidiary are available on the website of the Company
www.neueon.in. The annual accounts of the subsidiary and related detailed information will
be made available to investors seeking information till the date of the ensuing 17th AGM.
Listing of Company's Equity Shares
The Company's Equity shares were listed with M/s. BSE Limited and M/s. National Stock
Exchange of India Limited (Stock Exchanges). In March 22, 2024, the stock exchanges i.e.,
NSE & BSE had granted approval for recommencement of trading which was under
suspension from January 06, 2022.
The Company has paid the Annual Listing Fees to the BSE Limited for the Financial Year
2022-23 as per Hon'ble NCLT Order.
Whistle blower Policy
The Company has adopted a Whistle-blower Policy to provide a formal mechanism to the
Directors, Employees and its Stakeholders to report their concerns about unethical
behaviour, actual or suspected fraud or violation of the Company's Code of Conduct.
Protected disclosures can be made by a whistle-blower through several channels.
The Policy provides for adequate safeguards against victimisation of employees who
avail of the mechanism and also provides for direct access to the Chairperson of the Audit
Committee. No personnel of the Company have been denied access to the Audit Committee.
The Whistle-blower Policy also facilitates all employees of the Company to report any
instance of leak of Unpublished Price Sensitive Information. The Policy will be posted on
the website of the Company by new management.
Reporting of Fraud
During the year under review, the Statutory Auditors and Secretarial Auditors have not
reported any instances of frauds committed in the Company by its Officers or Employees, to
the Resolution Professional under Section 143(12) of the Act, details of which need to be
mentioned in this Report.
Declaration as per Section 134(3) of the Companies Act, 2013
During the year, the statutory auditors and secretarial auditors have not reported any
instances of frauds committed by or against the Company by its Directors/ Officers/
Employees to the Resolution Professional under section 143(12) of the Companies Act, 2013
and rules made thereof. Therefore, no details are required to be disclosed under Section
134 (3) (ca) of the Act.
Annual Return
As required under section 92(3) of the Companies Act, 2013 and rule 12(1) of the
Companies (Management and Administration) Rules, 2014 (as amended), a copy of the Annual
Return of the Company for the FY 2023-24 will be placed on the website of the Company
www.neueon.in.
Prevention of Sexual Harassment of Women at Workplace
The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace
in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013. During the financial year ended March 31, 2024, the Company has
not received any Complaints pertaining to Sexual Harassment.
Particulars of Loans, Guarantees or Securities or Investments
During the year under review, there is no loans, guarantees or Securities or
Investments made by the company.
Managing Director (MD) & Chief Financial Officer (CFO) Certification
The powers of the Board of Directors of the Company were suspended since June 06, 2019
due to admission of the Company for Insolvency Resolution Process by the Hon'ble NCLT,
Hyderabad bench. Hence no such certificate was obtained.
Meetings of the Board of Directors and its Committees during the Financial Year 2023-24
During the year under review, the Board has been suspended. Since the company was under
liquidation and from September comes under CIRP, only one meeting took place by resolution
professional on January 12, 2024 The details were disclosed in the report on Corporate
Governance which forms part of this Annual Report.
Committees of the Board
The power of Audit Committee, Nomination & Remuneration Committee and Stakeholders
Relationship Committee are suspended due to admission of the Company for IRP.
Nomination and remuneration policy
The Company has a policy which lays down a framework in relation to selection,
appointment and remuneration to Directors, Key Managerial Personnel and Senior Management
of the Company. The details of Nomination and Remuneration Committee and Policy are stated
in the Corporate Governance Report.
Human Resources
The management believes that competent and committed human resources are vitally
important to attain success in the organisation. In line with this philosophy, utmost care
is being exercised to attract quality resources and suitable training is imparted on
various skillsets and behaviour. Various initiatives were undertaken to enhance the
competitive spirit and encourage bonding teamwork among the employees, which resulted to
uninterrupted operations of the Company and could achieve the targeted growth in the
performance of the Company.
Insurance
All properties and insurable interests of the Company including buildings, plant and
machinery and stocks have been fully insured.
Revision of Financial Statements
There was no revision of the financial statements for the year under review
Compliance with SEBI (LODR) regulations, 2015
The Hon'ble NCLT has approved the Resolution Plan submitted by a consortium led by
PRECA Solutions India Private Limited (hereinafter referred to as "Resolution
Applicant") vide its Order dated 23th Oct, 2024 ("Approval Order"). The
Resolution Applicant has then formed an SPV namely "PRECA Structures Private
Limited" for implementation of the approved resolution plan. The resolution plan is
thus binding on all stakeholders. The new Board of Directors has been reconstituted to
manage affairs of the company w.e.f. 06th Nov 2024. In compliance with SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 the Company has signed uniform
listing agreement with M/s. BSE Limited and M/s. National Stock Exchange of India Limited
and the new management will review the required policies and will be made available on
Company's website.
Non-Executive Directors Compensation and disclosures
The powers of the Board of Directors of the Company were suspended since June 06, 2019
due to admission of the Company for Insolvency Resolution Process by the Hon'ble NCLT,
Hyderabad bench. Hence not applicable during the year under review.
Industry based disclosure
The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures
is not required.
Event based disclosure
1. Issue of sweat equity share: The Company has not issued any sweat equity
shares during the year under review and hence no information as per provisions of Section
54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture)
Rules, 2014.
2. Issue of shares with differential rights: The Company has not issued any
shares with differential rights and hence no information as per provisions of Section
43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture)
Rules, 2014.
3. Issue of shares under employee's stock option scheme: The Company has not
issued any equity shares under Employees Stock Option Scheme during the year under review
and hence no information as per provisions of Section 62(1)(b) of the Act is required to
be given.
4. Disclosure on purchase by company or giving of loans by it for purchase of
its shares: The Company did not purchase or give any loans for purchase of its shares.
5. Preferential Allotment of Shares: The Company has not issued shares on
preferential basis to the promoters and non-promoters.
Employees Stock Options
No employee was issued Stock Option, during the year equal to or exceeding 1% of the
issued capital of the Company at the time of grant.
Directors' responsibility statement
Pursuant to the requirement under Section 134 of the Companies Act, 2013 with respect
to the Directors' Responsibility Statement, the new Board of Directors of the Company
hereby confirms: i. In the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to material
departures; ii. Such accounting policies as mentioned in the notes to the financial
statements have been selected and applied consistently and judgments and estimates that
are reasonable and prudent made so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year 2023-24 and of the statement of profit of
the Company for that period; iii. Proper and sufficient care has been taken for the
maintenance of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities; iv. The annual accounts for the year 2023-24
have been prepared on a going concern basis. v. Those proper internal financial controls
were in place and that the financial controls were adequate and were operating
effectively. That, a system to ensure compliance with the provisions of all applicable
laws were in place and were adequate and operating effectively.
Appreciation
The board wish to place on record its appreciation to employees at all levels for their
hard work, dedication and commitment. The enthusiasm and unstinting efforts of the
employees have enabled the Company to stream line all the pending compliances and thereby
to have a fresh start for the Company.
Cautionary Statement
Statements in this Report, particularly those which relate to Management Discussion and
Analysis as explained in the Corporate Governance Report, describing the Company's
objectives, projections, estimates and expectations may constitute ‘forward looking
statements' within the meaning of applicable laws and regulations. Actual results might
differ materially from those either expressed or implied in the statement depending on the
circumstances.
Acknowledgement
The board take this opportunity to place on record their sincere thanks to the
suppliers, customers, strategic partners, Banks and Financial Institutions, Insurance
Companies, Central and State Government, Indian Railways, stakeholders and the
shareholders for their support and co-operation extended to the Company from time to time.
The board is pleased to record its appreciation of the sincere and dedicated services of
the employees and workmen at all levels.
|
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By order of the Board |
|
|
For Neueon Towers Limited |
|
Sudheer Rayachoti |
PV Santharam Seranyan |
| Date: December 02, 2024 |
Chairman & Managing Director |
Whole time Director |
| Place: Hyderabad |
DIN: 01914434 |
DIN: 07536846 |
