To
The Members
Sanwaria Consumer Limited
(Under Corporate Insolvency Resolution Process vide Order of Hon'ble
NCLT dated 29.05.2020)
The Hon'ble National Company Law Tribunal Indore Bench
("NCLT") had vide its order dated May 29 2020 admitted the application for the
initiation of the corporate insolvency resolution process ("CIRP") of Corporate
Debtor in terms of the Insolvency and Bankruptcy Code 2016 read with the rules and
regulations framed there under as amended from time to time ("Code").
Accordingly pursuant to the provisions of Section 17 of the IBC the powers of the Board of
Directors of the Corporate Debtor stands suspended and such powers shall be vested with
Mr. Rajeev Goel appointed as the Insolvency Resolution Professional (the IRP or interim
Resolution Professional). Further the committee of creditors (CoC) of the Corporate Debtor
pursuant to the meeting held on July 28 2020 and in terms of Section 22 (2) of the Code
resolved with 100% voting share to replace the existing Interim Resolution Professional
with Mr. Gautam Mittal as the resolution professional (RP) for the Corporate Debtor.
Accordingly the NCLT has in its hearing dated 4th September 2020 through video
conferencing pronounced the approval for the appointment of Mr. Gautam Mittal as the RP
("Resolution Professional") of the Corporate Debtor.
Since the company is und.er Corporate Insolvency Resolution Process
(CIRP) as per Section 17 of the Insolvency & Bankruptcy Code from the date of
appointment of the Resolution Professional.
(a) the management of the affairs of the company shall vest in the
Resolution Professional.
(b) the powers of the Board of Directors of the company shall stand
suspended and be exercised by the Resolution Professional.
(c) the officers and managers of the company shall report to the
Resolution Professional and provide access to such documents and records of the company as
may be required by the Resolution Professional.
(d) the financial institutions maintaining accounts of the company
shall act on the instructions of the Resolution Professional in relation to such accounts
and furnish all information relating to the company available with them to the Resolution
Professional.
RESULTS OF OUR OPERATIONS
Your Company's financial performance for the year under review has been
encouraging. Key aspects of Standalone Financial Performance of SCL for the current
financial year 2025-2026 along with the previous financial year 2024-25 are tabulated
below:
| Particulars |
Standalone |
Consolidated |
|
For the year ended March 31 2026 |
For the year ended March 31 2025 |
For the year ended March 31 2026 |
For the year ended March 31 2025 |
| Total Income |
107.68 |
106.05 |
107.68 |
106.05 |
| Profit Before Depreciation Interest and Tax |
-06.06 |
10.63 |
-11.74 |
10.63 |
| Less: Depreciation & Amortization expenses |
346.01 |
375.91 |
480.56 |
510.45 |
| Less: Finance cost |
0.03 |
0.01 |
0.03 |
0.01 |
| Profit before Taxation and Exceptional Items Less:
Extraordinary and Exceptional Item |
(352.07) |
(365.28) |
(492.30) |
(503.70) |
| Profit before Taxation |
(352.07) |
(365.28) |
(492.30) |
(503.70) |
| Less: Provision for Tax for Current Year |
-- |
-- |
-- |
-- |
| Less: Provision for deferred Tax |
(70.54) |
(72.96) |
(70.54) |
(72.96) |
| Profit for the period |
(281.53) |
(292.31) |
(421.76) |
(430.73) |
| Other Comprehensive Income(net) |
-- |
-- |
-- |
-- |
| Profit After Tax |
(281.53) |
(292.31) |
(421.76) |
(430.73) |
| Dividend |
0% |
0% |
0% |
0% |
| Transferred to Reserves |
(281.53) |
(292.31) |
(421.76) |
(430.73) |
| Shareholders' Fund |
(59344.81) |
(59067.79) |
(60049.06) |
(59633.37) |
| Earnings Per Share(EPS) |
(0.04) |
(0.04) |
(0.06) |
(0.06) |
| i) Basic |
(0.04) |
(0.04) |
(0.06) |
(0.06) |
| ii) Diluted |
|
|
|
|
The revenue from operations for the year ended 31st March 206 stood at
Rs. 107.68 Lacs (Rupees One hundred and Seven Lacs Approx.) as compared to Rs. 106.05 Lacs
(Rupees One hundred and Six Lacs Approx) for the previous year ending 31st March 2025. The
loss before tax for the year ended 31st March 2026 stood at Rs. 352.07 Lacs (Rupees Three
Hundred and Fifty Two Lacs Approx.) as compared to loss of Rs. 365.28 Lacs (Rupees Five
Hundred and Six Five Lacs Approx.) for the year ending 31st March 2025. The Loss after Tax
stood at Rs. 281.81 Lacs (Rupees Two Hundred and Eighty One Lacs Approx.) for the year
ending 31st March 2026 as compared to loss of Rs. 292.31 Lacs (Rupees Two Hundred and
Ninety One Lacs Approx.) For the previous year.
INDIAN ACCOUNTING STANDARDS
The Ministry of Corporate Affairs (MCA) vide its notification in the
Official Gazette dated February 16 2015 has issued Companies (Indian Accounting Standards)
Rules 2015. Accordingly in compliance with the said Rules the Standalone and Consolidated
Financial Statements of the company for the Financial Year 2025-2026 have been prepared as
per Indian Accounting Standards.
CORPORATE GOVERNANCE
The Company has complied with the corporate governance requirements
under the Companies Act 2013 and as stipulated under the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI
(LODR)"). A separate section on Corporate Governance under SEBI (LODR) along with a
certificate from the auditors confirming the compliance is marked as Annexure and forms
part of this Directors Report.
DISCLOSURES OF AMOUNTS IF ANY TRANSFER TO ANY RESERVES
An amount of Rs. (281.53 Lacs) is proposes to transfer to General
Reserve from the profits of the year under review.
DIVIDEND
Your company is under Corporate Insolvency Resolution Process and
incurring losses. The Board of Directors (suspended during CIRP) does not recommend any
dividend during the year under review.
SHARE CAPITAL
The Authorised Capital of the Company is Rs. 780000000 consisting of
760000000 Equity Shares of face value of Rs. 1.00 each and 2000000 Preference Shares of
Face value of Rs. 10 each and the Paid up capital was increased to Rs. 736100000
consisting of 736100000 Equity shares of face value of Rs. 1.00 each.
MATERIAL CHANGES AND COMMITMENTSIF ANY AFFECTING THE FINANCIAL POSITION
OF THE COMPANY OCCURED AFTER THE BALANCE SHEET DATE AND AS AT THE DATE OF SIGNING THIS
REPORT
There are no material changes and commitments affecting the financial
position of the Company occurred after the Balance Sheet Date and as at the date of
signing of this report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The Company has not given any loans guarantees or investments covered
under the provisions of Section 186 of the Companies Act 2013 during the financial year
2025-2026.
DEPOSITS
Your Company has not accepted any deposits within the meaning of
Section 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules
2014.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Directors
As on March 31 2026 the Composition of Board of Directors of the
Company included total of 3 (Three) directors comprising of 3 (Three) Executive Directors.
Re-appointment
Mr. Ashok Agrawal Director of the Company retire by rotation at the
forthcoming Annual General Meeting and being eligible offers himself for reappointment.
The detail of the Directors being eligible to be reappointed is set out in the in the
explanatory statement to the notice of the ensuing Annual General Meeting.
Key Managerial Personals
The Key Managerial Personals (KMPs) of the Company in accordance with
the provisions of Section 2(51) and Section 203 of the Companies Act 2013 read with
Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 (including any
statutory modification(s) or re-enactment(s) for the time being in force) are as follows:
| S.No. Name of KMP's |
Designation |
| 1. Gulab Chand Agrawal |
Chairman & Whole Time Director |
| 2. Ashok Agrawal |
Whole Time Director |
| 3. Satish Agrawal |
Whole Time Director |
| 4. Anil Kumar Vishwakarma |
Chief Financial Officer |
DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors have submitted their disclosures to the Board
that they fulfill all the requirements as stipulated in Section 149(6) of the Companies
Act 2013 and SEBI Listing Regulations.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company's policy on programmes and measures to familiarize
Independent Directors about the Company its business updates and development includes
various measures viz. issue of appointment letters containing terms duties etc. management
information reports presentation and other programmes as may be appropriate from time to
time. The Policy and programme aims to provide insights into the Company to enable
independent directors to understand the business functionaries business model and others
matters. The said Policy and details in this respect is displayed on the Company's
website.
PERFORMANCE EVALUATION OF THE BOARD ITS COMMITTEES AND INDIVIDUAL
DIRECTORS
Since the powers of the Board of Directors have been suspended with
effect from 29th May 2020 pursuant to the orders dated 29th May 2020
passed by Hon'ble National Company Law Tribunal (NCLT) Indore Bench Ahmedabad evaluation
of Board has not taken place for the year 2025-26.
MEETINGS
The corporate insolvency resolution process (CIRP) of the Company has
been in effect from 29th May 2020 as per the Orders passed by Hon'ble National
Company Law Tribunal Indore Bench Ahmadabad. Four coordination meetings was called by
Resolution Professional (RP) on 29th May 2025, 14th August 2025, 14th November
2025 and 14th February 2026 which was attended by Whole Time Directors and
Independent Directors.
COMMITTEES OF THE BOARD
Since the powers of the Board of Directors have been suspended w.e.f.
29th May 2020 pursuant to the orders dated 29th May 2020 passed by Hon'ble
National Company Law Tribunal (NCLT) Indore Bench Ahmedabad the powers of the various
committees have also been suspended with effect from the same date as per SEBI circular
No. SEBI/LADNRO/GN/2018/21 dated 31st May 2018 and hence no meetings have since
been conducted.
Prior to the commencement of corporate insolvency resolution process
the Board had Four Committees viz Audit Committee Nomination and Remuneration Committee
Stakeholders Relationship Committee and Corporate Social Responsibility Committee as
mandated under the Act and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015. The details of the role of Audit Committee Nomination and Remuneration
Committee and stakeholders Relationship Committee along with their composition number of
meetings held during the financial year and attendance at the meetings are provided in the
Corporate Governance Report which forms an integral part of this Report.
POLICY ON REMUNERATION OF DIRECTORS KMPs SENIOR MANAGEMENT PERSONNEL
AND OTHER EMPLOYEES
The remuneration paid to the Directors is in accordance with the
Nomination and Remuneration Policy of SCL formulated in accordance with Section 134(3)(e)
and Section 178(3) of the Companies Act 2013 read with Regulation 19 of SEBI Listing
Regulations (including any statutory modification(s) or re-enactment(s) for the time being
in force). The salient aspects covered in the Nomination and Remuneration Policy is
outlined below:
-To identify the persons who are qualified to become director and who
may be appointed in senior management in accordance with the criteria laid down and
recommend to the board of directors their appointment and removal.
-To formulate the criteria for determining qualifications positive
attributes and independence of a director and recommend to the Board a policy relating to
the remuneration of Directors key managerial personnel and other employees of SCL.
-To formulate the criteria for evaluation of Independent Director and
the Board.
-To evaluate the performance of the members of the Board and provide
necessary report to the Board for further evaluation of the Board and to determining
whether to extend or continue the term of appointment of the independent director on the
basis of the report of performance evaluation of independent directors.
-To recommend to the Board on Remuneration payable to the Directors Key
Managerial Personnel and Senior Management.
-To provide to Key Managerial Personnel and Senior Management reward
linked directly to their effort performance dedication and achievement relating to the
Company's operations.
-To retain motivate and promote talent and to ensure long term
sustainability of talented managerial persons and create competitive advantage.
-To develop a succession plan for the Board and to regularly review the
plan.
-To assist the Board in fulfilling responsibilities.
-To implement and monitor policies and processes regarding principles
of corporate governance.
PARTICULARS OF REMUNERATION OF DIRECTORS AND KMP'S
A statement containing the details of the Remuneration of Directors and
KMP's as required under Section 197(12) of the Companies Act 2013 read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is attached as
'Annexure' which forms part of this Annual Report. However the Company has not paid any
Managerial Remuneration for the financial year 2025-2026 to any of its Whole-Time
Directors and Non-Executive Director.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
SCL has two wholly owned Subsidiary Companies:
> Sanwaria Singapore Private Limited (Singapore);
> Sanwaria Energy Limited
During the year there has been no business activity by Sanwaria
Singapore Private Limited (Singapore) foreign subsidiary of the Company. The Board has
reviewed the affairs of the subsidiary. In accordance with Section 129(3) of the Companies
Act 2013 and in accordance with the Accounting Standard AS-21 issued by the Institute of
Chartered Accountants of India Consolidated Financial Statements presented by the Company
in this Annual Report include the financial information of its subsidiary.
Further in accordance to the Section 136 of the Companies Act 2013; the
Annual Accounts and related documents of the subsidiary company shall be kept open for
inspection till the date of AGM during the business hours at the Registered Office of the
Company. The Company will also make available copy thereof upon specific request by any
Member of the Company interested in obtaining the same.
The statement containing the salient features relating to Subsidiary
Company in the prescribed format in AOC-1 is appended as an annexure to this Report.
COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS
Your Directors states that Company has complied with all applicable
Secretarial Standards issued by Institute of Company Secretaries of India revised and
notified on October 01 2017.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return pursuant to the provisions of Section 92
of the Companies Act 2013 read with Rule 12 of the Companies (Management and
Administration) Rules 2014 is available on the website of the Company and shall be made
available to the members on request.
ORDERS PASSED BY REGULATORS/COURTS/ TRIBUNALS
Except for commencement of CIRP under the Code no material orders were
passed by Regulators/ Courts / Tribunals during the period impacting the going concern
status and Company's operations in future.
DIRECTOR'S RESPONSIBILITY STATEMENT
As required under Section 134 (5) of the Companies Act 2013 directors
(suspended during CIRP) to the best of their knowledge and belief state that:
In the preparation of the annual accounts for the year ended March 31
2026 the applicable accounting standards have been followed along with proper explanation
relating to material departures;
i. they have in the selection of the accounting policies consulted the
Statutory Auditors and have applied them consistently and made judgments and estimates
that are reasonable and prudent so as to give a true and fair view of the state of affairs
of the Company as at 31st March 2026 and of its profits/ losses for the year ended on that
date;
ii. they have taken proper and sufficient care 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; and
iii. they have prepared the annual accounts for the year ended 31st
March 2026 on a 'going concern' basis; and
iv. they had laid down internal financial controls to be followed by
the Company and that such internal financial controls are adequate and were operating
effectively.
v. they had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
MAINTAINENCE OF COST RECORDS
The Company is required to maintain Cost Records as specified by the
Central Government under Section 148 (1) of the Companies Act 2013, but due to forgoing
CIRP Process there are no production activities carried out by the Company.
STATUTORY AUDITOR
M/s. Husain Shabbir & Company, Chartered Accountants; Chartered
Accountants (Firm Registration No. 006601C 103-104 Bhopal Plaza Hamidia Road Bhopal M.P.)
were appointed as the statutory auditors of the Company to hold office for a period of
five consecutive years from the conclusion of the 33rd Annual General Meeting
held on September 29 2024 of the Company till the conclusion of 38rd Annual
General Meeting to be held in the year 2029.
The Notes on financial statement referred to in the Auditors' Report
are self-explanatory and do not call for any further comments. The Report given by the
Auditors on the financial statements of the Company is part of the Annual Report. The
Comments on the qualifications in the Auditors' Report on the financial statements of the
Company for financial year 2025-26 are as provided in the "Statement on Impact of
Audit Qualifications" which is annexed hereafter as Annexure and forms part of this
report.
SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act 2013
read with Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the
Company has appointed M/s. Ramesh Chandra Bagdi & Associates, Practicing Company
Secretaries having their office at 31, Shradhhanand Marg, Chawani, Indore- 431001 to
undertake the Secretarial Audit functions of the Company.
The Secretarial Audit Report submitted by M/s. Ramesh Chandra Bagdi
& Associates in the prescribed form MR- 3 is attached as an 'Annexure' which forms
part of this Annual Report.
INTERNAL FINANCIAL CONTROL SYSTEM
The Company has designed and implemented a process driven framework for
Internal Financial Controls [IFC] within the meaning of the explanation to Section 134(5]
(e) of the Act. The Board has adopted policies and procedures for ensuring the orderly and
efficient conduct of its business including adherence to the Company's policies the
safeguarding of 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 disclosure.
In terms of SEBI (Listings Obligations and Disclosure Requirements)
(Third Amendments) Regulations 2018 dated 31st May 2018 the Resolution professional Mr.
Gautam Mittal appointed pursuant to NCLT vide order dated 29th May 2020 against the
Company and all the roles and responsibilities of the Board of Directors/ Committees shall
be fulfilled by the Resolution Professional in accordance with Section 17 and Section 23
of IBC and powers of the Board of Directors/ Committee stands suspended
The Company management has 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.
The Resolution Professional has a well-placed proper and adequate
internal financial control system which ensures that all assets are safeguarded and
protected and that the transactions are authorized recorded and reported correctly.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL
STATEMENTS
In addition; the Companies Act 2013 re-emphasizes the need for an
effective Internal Financial Control system in the Company. The system should be designed
and operated effectively. Rule 8(5)(viii) of Companies (Accounts) Rules 2014 requires the
information regarding adequacy of Internal Financial Controls with reference to the
financial statements to be disclosed in the Board's report.
To ensure effective Internal Financial Controls the Company has laid
down the following measures:
• All operations are executed through Standard Operating
Procedures in all functional activities for which key manuals have been put in place. The
manuals are updated and validated periodically.
• The Company has a comprehensive risk management framework.
• The Company has in place a well-defined Vigil Mechanism (Whistle
Blower Policy).
• Compliance of secretarial functions is ensured by way of
secretarial audit.
• Compliance relating to cost records of the company is ensured by
way of cost audit.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate trading in securities by the Directors and designated
employees of the Company. The Code requires preclearance for dealing in the Company's
shares and prohibits the purchase or sale of Company shares by the Directors and the
designated employees while in possession of unpublished price sensitive information in
relation to the Company and during the period when the Trading Window is closed. The Board
is responsible for implementation of the Code. All Board Directors and the designated
employees have confirmed compliance with the Code.
DISCLOSURE ON VIGIL MECHANISM (WHISTLE BLOWER POLICY)
Pursuant to Regulation 22 of SEBI Listing Regulations your Company has
established a mechanism called 'Vigil Mechanism (Whistle Blower Policy)' for directors and
employees to report to the appropriate authorities of unethical behavior actual or
suspected fraud or violation of the Company's code of conduct or ethics policy and
provides safeguards against victimization of employees who avail the mechanism. The policy
permits all the directors and employees to report their concerns directly to the Chairman
of the Audit Committee of the Company.
RISK MANAGEMENT
The Company has an elaborate Risk Management procedure which is based
on three pillars: Business Risk Assessment Operational Controls Assessment and Policy
Compliance processes. Major risks identified by the businesses and functions are
systematically addressed through mitigating actions on a continuing basis. Pursuant to
section 134 (3) (n) of the Companies Act 2013 and the Listing Agreement 2015 the Company
has a Risk Management Committee to monitor the risks and their mitigating actions and the
key risks are also discussed at the Committee. The details of the committee and its terms
of reference are set out in the Corporate Governance Report forming part of the Board
Report. At present the company has not identified any element of risk which may threaten
the existence of the company. Some of the risks identified by the Risk Management
Committee relate to competitive intensity and cost volatility.
PERSONNEL
During the year under review no employees whether employed for the
whole or part of the year was drawing remuneration exceeding the limits as laid down u/s
Section 197(12) of the Companies Act 2013 read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014. Hence the details
required under Section 197(12) are not required to be given.
CORPORATE GOVERNANCE
Corporate Governance is about maximizing shareholders value legally
ethically and sustainably. At SCL the goal of Corporate Governance is to ensure fairness
of every stakeholder. We believe sound corporate governance is critical to enhancing and
retaining investor trust. We always seek to ensure that our performance is driven by
integrity.
The Company has adopted the policies in line with new governance
requirements including the
-Policy on Related Party Transactions
-Policy on Preservation of Documents of SCL.
-Policy on Determining Material Subsidiaries
-Policy for Determination of Materiality.
-Remuneration Policy
-Corporate Social Responsibility Policy
-Whistle Blower Policy (Vigil Mechanism)
-Code of Fair Disclosure
-Code of Conduct to Regulate Monitor and Report Trading by Insiders.
-Code of Business Conduct and Ethics for the Board of Directors Senior
Management Personnel and Other Employees.
A separate report on Corporate Governance is provided together with a
Certificate from the Statutory Auditors of the Company regarding compliance of conditions
of Corporate Governance as stipulated under Listing Regulations. A Certificate of the
CEO/CFO of the Company in terms of Listing Regulations inter alia confirming the
correctness of the financial statements and cash flow statements adequacy of the internal
control measures and reporting of matters to the Audit Committee is also annexed.
EXTRACT OF ANNUAL RETURN
The extract of annual return in Form MGT-9 as required under Section
92(3) and Rule 12 of the Companies (Management and Administration) Rules 2014 is appended
as an Annexure to this Report.
RELATED PARTY TRANSACTIONS
In line with the requirements of the Companies Act 2013 and Listing
Regulations your Company has formulated a Policy on Related Party Transactions. The Policy
intends to ensure that proper reporting; approval and disclosure processes are in place
for all transactions between the Company and Related Parties.
All Related Party Transactions entered during the year were in Ordinary
Course of the Business and on Arm's Length basis. No Material Related Party as per the
last audited financial statements were entered during the year by the Company. All Related
Party Transactions as entered by the Company during the Year is disclosed in Form AOC-2 as
annexed along with this Report.
OPERATIONS PERFORMANCE AND FUTURE OUTLOOK OF THE COMPANY
A detailed review of operations and performance and future outlook of
the Company is given separately under the head 'Management Discussion & Analysis'
pursuant to Regulation 34 read with Part B of Schedule V of SEBI Listing Regulations is
annexed and forms part of this Annual Report.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company is committed to provide a protective environment at
workplace for all its women employees. To ensure that every woman employee is treated with
dignity and respect and as mandated under "The Sexual Harassment of Women at
Workplace (Prevention Prohibition and Redressal) Act 2013" the Company has
constituted Internal Complaints Committee (ICC) to prevent prohibit and redress the cases
of sexual harassment of any women at workplace. The Company has designated an external
Independent member as a Chairperson of the Committee. The Company has not received any
Complaints on Sexual Harassment during the year.
ENERGY CONSERVATION RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
Pursuant to provisions of Section 134 of the Companies Act 2013 read
with Rule 8(3) of the Companies (Accounts) Rules 2014 the details of activities in the
nature of Energy Conservation Research and Development Technology Absorption and Foreign
Exchange Earnings and Outgo is set out hereunder:
1. ENVIRONMENT SAFETY HEALTH AND ENERGY CONSERVATION
Conservation of Energy:
a. Steps taken or impact on conservation of energy : Your Company has
not undertaken any manufacturing activity during the year 2025-26 hence 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.
2. RESEARCH AND DEVELOPMENT:
Your Company has not undertaken any manufacturing activity during the
year 2025-26 hence the R&D Expenditure is - Not Applicable
3. TECHNOLOGY ABSORPTION ADAPTION AND INNOVATION
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.
4. FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company has continued to maintain focus and avail of export
opportunities based on economics considerations.
| Contents |
For the year ended March 31 2026 |
For the year ended March 31 2025 |
| Foreign Exchange earned |
Nil |
Nil |
| Foreign Exchange used |
Nil |
Nil |
| Net Foreign Exchange Earned |
Nil |
Nil |
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Pursuant to Section 135 of the Companies Act 2013 and the relevant
rules the Company is having in place the Corporate Social Responsibility (CSR) Committee
under the chairmanship of Mr. Satish Agrawal Chairman. The other members of the Committee
are Mr. Ashok Kumar Agrawal, and Gulab Chand Agrawal. The Company has not spent on CSR
activity for the financial year 2025-2026 due to loss.
During the year the Company was not required to spend any amount on CSR
activities as the company have Negative profits calculated in terms of the provisions of
Section 135 read with Section 198 of the Act. The Annual report on CSR activities as
required under the Companies Corporate Social Responsibility Policy) Rules 2014 is annexed
as Annexure to this Management Report.
DISCLOSURE IN RESPECT OF STATUS OF APPLICATION OR PROCEEDING PENDING
UNDER THE INSOLVENCY AND BANKRUPTCY CODE
The Company is undergoing the CIRP which has been initiated vide an
order dated 29th May, 2020 ("Order") of the Hon'ble National Company
Law Tribunal, Indore Bench, Ahmedabad in terms of the provisions of the Insolvency and
Bankruptcy Code, Code. Pursuant to the Order, Mr. Rajeev Goel appointed as the Insolvency
Resolution Professional (the IRP or interim Resolution Professional). Further the
committee of creditors (CoC) of the Corporate Debtor pursuant to the meeting held on July
28 2020 and in terms of Section 22 (2) of the Code resolved with 100% voting share to
replace the existing Interim Resolution Professional with Mr. Gautam Mittal as the
resolution professional (RP) for the Corporate Debtor. Accordingly the NCLT has in its
hearing dated 4th September 2020 through video conferencing pronounced the
approval for the appointment of Mr. Gautam Mittal as the RP ("Resolution
Professional") of the Corporate Debtor.
The RP has instituted the Transaction Audit for a period of 5 years, on
approval by the Committee of Creditors. The Transaction Audit Report has reported certain
findings of Preferential, Undervalued & Fraudulent Transactions u/s. 43 & 49 of
the Code, undertaken by the erstwhile management of the Corporate Debtor. Accordingly, the
Resolution Professional, with approval of Committee of Creditors, has filed petition with
Hon'ble NCLT, Indore Bench against the suspended management of the Company under section
43 & 49 of IBC.
| Sr.No. Particulars of Applicant |
Type of Creditor |
Case No. and Forum before which the matter is pending |
Status at the end of the Financial year |
| 1 Kishor Ramniklal Unadkat Sole Proprietor of Shakti Clearing
Agency |
Operational Creditors |
(MP) CP(IB) 7 of 2019 NCLT, Indore |
Pending |
| 2 Resolution Professional |
For Liquidation |
IA/90(MP)2021 NCLT, Indore |
Pending |
| 3 Resolution Professional |
For Transaction Audit |
IA/99(MP)2021 NCLT, Indore |
Pending |
| 4 Rajeev Goel- IRP |
For Reimbursement of Expenses |
IA/73(MP)2021 NCLT, Indore |
Pending |
| 5 Resolution Professional |
Undervalue Transaction |
IA/2 (MP)2021 NCLT, Indore |
Pending |
| 6 Resolution Applicant |
Re-Consideration of Resolution Plan |
IA/183 (MP)2023 NCLT, Indore |
Pending |
| 7 Resolution Applicant |
Reg. Form H - Liquidation Value |
IA/212 (MP)2023 NCLT, Indore |
Pending |
| 8 Resolution Applicant |
Reg. Status of MSME of Company |
IA/233 (MP)2023 NCLT, Indore |
Pending |
| 9 Resolution Applicant |
Reg. Status of Wilfull Default |
IA/282 (MP)2023 NCLT, Indore |
Pending |
| 10 Ex Company Secretary |
Reg. Release of Salary |
IA/477 (MP)2024 NCLT, Indore |
Pending |
| 11 MPMKVVCL |
Reg. Pre- CIRP Claim |
Inv.P/5 (MP)2026 NCLT, Indore |
Pending |
| 12 CFM Asset Reconstruction Pvt. Ltd |
Debt Assignee |
IA/372 (MP) 2026 NCLT, Indore |
Pending |
| 13 Resolution Professional |
Non-Corporation |
IA/6 (MP)2021 NCLT, Indore |
Disposed |
| 14 EPFO |
Permission of Opening of Enquiry u/s 7A |
IA/146 (MP)2020 NCLT, Indore |
Disposed |
| 15 Resolution Professional |
Release of Payment- MPWLC |
IA/15 (MP)2021 NCLT, Indore |
Disposed |
| 16 Resolution Professional |
Release of Payment- MP MARKFED |
IA/20 (MP)2021 NCLT, Indore |
Disposed |
| 17 Resolution Applicant |
Re-Consideration of Resolution Plan |
IA/123 (MP)2021 NCLT, Indore |
Disposed |
| 18 Resolution Applicant |
Re-Consideration of Resolution Plan |
IA/133 (MP)2021 NCLT, Indore |
Disposed |
| 19 Resolution Applicant |
Re-Consideration of Resolution Plan |
IA/192 (MP)2021 NCLT, Indore |
Disposed |
| 20 Resolution Professional |
Release of Payment- MP MARKFED |
CA (AT) (Ins) 218 /2021 NCLAT New Delhi |
Disposed |
| 21 Resolution Professional |
Release of Payment- MPWLC |
CA (AT) (Ins) 219 /2021 NCLAT New Delhi |
Disposed |
| 22 Resolution Applicant |
Re-Consideration of Resolution Plan |
CA (AT) (Ins) 480 /2022 NCLAT New Delhi |
Disposed |
| 23 Resolution Applicant |
Re-Consideration of Resolution Plan |
Dairy No. 31131/22 Supreme Court of India New Delhi |
Disposed |
| 24 Resolution Professional |
Release of Payment- MPWLC |
Civil suit before District Court Bhopal |
Pending |
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME
OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
During the year under review, no such valuation was done at the time of
one time settlement and while taking loan from Financial Institutions.
APPRECIATION
The Board acknowledges with gratitude the co-operation and assistance
provided to your company by its bankers financial institutions and Government as well as
Non-Government agencies. The Board wishes to place on record its appreciation to the
contribution made by employees of the company during the year under review. The Board also
takes this opportunity to express its deep gratitude for the continued cooperation and
support received from its valued shareholders.
These documents signed by Resolution Professional on behalf of
Company pursuant to the admission of application for CIRP against the company, the Hon'ble
NCLT, Indore bench vide its said order dated 29/05/2020 has appointed the Mr. Rajeev Goel,
as the Interim Resolution Professional ("IRP") of the Company, Further, this is
to inform you that Mr. Gautam Mittal, was appointed as the resolution Professional in
second COC meeting and his appointment was confirmed vide order dated 04.09.2020 for
conducting the CIRP and to exercise all powers and duties in pursuant to the provisions of
the IBC.
