To,
The Members,
An application for initiation of Corporate Insolvency Resolution
Process was filed by Bank of India under Section 7 of Insolvency and Bankruptcy Code, 2016
before Hon'ble NCLT, Ahmedabad Bench. The said application was admitted vide its order
dated 07th December, 2022 in its CP (IB) 09 of 2021 and appointed Ms. Vineeta
Maheshwari as the Interim Resolution Professional of the Company. Accordingly, a public
announcement dated 16th December, 2022 was effected inviting claims of the
creditors against the Company. Pursuant to Section 14 of Insolvency and Bankruptcy Code,
2016 on initiation of Corporate Insolvency Resolution Process of the Company, the
moratorium was declared and in accordance with Section 17 of the Code, 2016 the powers of
Board of Directors were suspended and are vested with Resolution Professional of the
Company.
Further, Committee of Creditors in their 04th meeting dated
02nd February, 2023 resolved to appoint Mr. Sunit Shah having IP Registration
No.: IBBI/IPA-001/IP-P00471/2017-18/10814 as the Resolution Professional of the Company to
carry out the functions entrusted by the provisions of the Insolvency and Bankruptcy Code,
2016, Rules and Regulations thereto. Further, in accordance with the provisions of Section
23 of the IBC, 2016, the resolution professional shall conduct the entire corporate
insolvency resolution process and manage the operations of the corporate debtor during the
corporate insolvency resolution process period. Accordingly, your Company is presently
undergoing CIRP under the provisions of the Code along with the Regulations and Rules
thereunder.
During the corporate insolvency resolution process, the board of
directors have failed to provide cooperation due to which inadvertent delay has been
caused in conducting the process on timely basis. No documents/ information were provided
to the Resolution Professional by the suspended board of directors of the Company,
considering which the Resolution Professional had filed an application before Hon'ble NCLT
under Section 19(2) of Insolvency and Bankruptcy Code, 2016 having its IA No. 158 of 2023.
In accordance with "IBC, 2016" and "CIRP
Regulations" Resolution Professional has invited expression of Interested (EOI) from
prospective Resolutions Applicants (PRAs) to submit the Resolution Plan for the Company.
The Resolution Professional till date had received 04 Resolution Plans from the
prospective Resolution Applicants. The Resolution Professional is under the process of
verification of the said resolution plans and subsequently the complied plans shall be
kept before the committee of creditors for their approval.
1. FINANCIAL RESULTS:
PARTICULARS |
2021-22 |
2020-21 |
Revenue from Operation |
0 |
0 |
Other Income |
0 |
0 |
Total Income |
0 |
0 |
Total Expenses |
0 |
1,11,30,56,200 |
Profit / (Loss) before Tax |
0 |
(1,11,30,56,200) |
Balance of Profit/ (Loss) for the Period |
0 |
(1,11,30,56,200) |
2. OPERATION & REVIEW:
The operations of the Company were shut down since 2020 due to closure
of the newsprint factory due to lack of demand caused because of sudden lockdown imposed
due to Covid-19 pandemic. Since then the Company had not regained the operations.
3. DIVIDEND:
In view of losses suffered during the year, the Board of Directors has
not recommended any dividend on the Equity Shares for the year under review ended 31st
March, 2022.
4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND:
Since there was no unpaid/unclaimed dividend, the provisions of Section
125 of the Companies Act, 2013 do not apply.
5. PRODUCTION, SALES AND WORKING RESULTS:
The operations and working of the Company are suspended since the year
2020 due to nationwide lockdown imposed in the view of the Covid-19 and since then the
financial position of the Company is deteriorating considering that the financial
creditors had also served the notices and filed an application against the Company for
their pending dues.
6. CORPORATE INSOLVENCY RESOLUTION PROCESS:
The Company was admitted under corporate insolvency resolution process
vide the NCLT order dated 07th December, 2022 having order no. CP (IB) 09 of
2021, based on the application filed by Bank of India under Section 7 of Insolvency and
Bankruptcy Code, 2016. Ms. Vineeta Maheshwari was appointed as the Interim Resolution
Professional of the Company and subsequently a public announcement was effected inviting
claims from the creditors of the company.
Mr. Sunit Shah was appointed as the Resolution Professional by the
Hon'ble NCLT, Ahmedabad Bench through its IA No. 282 of 2023 dated 13th March,
2023. After taking charge as the Resolution Professional, the list of creditors were
updated time and again based on the new information made available to the RP. In
accordance with the provisions of the Insolvency and Bankruptcy Code, 2016, RP has
conducted the process of CIRP by conducting 24 meetings of Committee of Creditors as on
date of this report.
7. LISTING:
The Equity Shares of the Company are listed on BSE Limited.
8. SUSPENSION OF TRADING IN EQUITY SHARES:
The Company's Equity Shares has been suspended for trading due to
non-payment of Annual Listing Fees.
9. SHARE CAPITAL:
The Paid up Share Capital of the Company as on 31st March,
2022 was Rs. 1245.00 Lakh. As on 31st March, 2022, the Company has not issued
shares with differential voting rights nor granted stock options nor do sweat equity and
none of the Directors of the Company hold any convertible instruments.
10. RESERVES:
During the financial year, the Company has transferred loss to the
general reserve of the Company.
11. CHANGE IN THE NATURE OF THE BUSINESS:
During the period under review, there is no change in the nature of the
business of the Company.
12. DIRECTORS & KMP:
The provisions as specified in Regulation 17 of SEBI (LODR)
Regulations, 2015 related to "Composition of Board of Directors" shall not be
applicable during the Insolvency Resolution Process period in respect of a listed entity,
which is undergoing Corporate Insolvency Resolution Process.
The suspended management of the Company as on date of this report are:
Sr. No. |
Name of the Director |
DIN |
Designation |
1. |
Prakashchandra Rasiklal Vora |
00612357 |
Managing Director |
2. |
Ashit Lilchand Modi |
08751527 |
Independent Director |
3. |
Jayeshkumar Tulsidas Surati |
AVHPS8050Q |
Chief Financial Officer |
4. |
Hemali Shripal Vora* |
08751537 |
Director |
*Note: Ms. Hemali Shripal Vora had resigned from the management vide
its letter dated 16th October, 2020 but the said resignation has not been
accepted by the board of directors.
Balkrushna Ganapatbhai Kahar having DIN: 08757068 had tendered his
resignation vide 11th March, 2021 from his position as Non-Executive
Independent Director.
13. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:
The Board may have adopted policies and procedures for ensuring the
orderly and efficient conduct of its business, including adherence to the Company's
policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy
and completeness of the accounting records and the timely preparation of reliable
financial disclosures.
The Company is undergoing Corporate Insolvency Resolution Process and
the affairs of the Company are being managed by the Resolution Professional. Due to
inadequate data and information and consistent non-cooperation by the suspended
management, the RP is unable to comment upon the internal controls and their adequacy.
14. KEY MANAGERIAL PERSONNEL:
Your Company is presently undergoing CIRP under the provisions of the
Code along with the Regulations and Rules there under.
Balkrushna Ganapatbhai Kahar having DIN: 08757068 had tendered his
resignation vide 11th March, 2021 from his position as Non-Executive
Independent Director.
The Board of Directors of your Company as at 07th December,
2022(i.e. the date of supersession of the erstwhile board of directors) consisted of 04
Directors, out of which 03 were Independent Directors.
All these directors were suspended by the Hon'ble NCLT, Ahmedabad Bench
and the powers of Board of Directors are now vested with the Resolution Professional.
15. PERFORMANCE EVALUATION OF THE BOARD ITS COMMITTEES AND INDIVIDUAL
DIRECTORS:
Since the powers of the Board of Directors have been suspended with
effect from 07th December, 2022 pursuant to the order dated 07th
December, 2022 passed by Hon'ble National Company Law Tribunal (NCLT), Ahmedabad Bench
evaluation of Board has not taken place for the year 202223.
16. INDUSTRIAL RELATIONS:
The industrial relations continued to remain cordial and peaceful.
However, the Company's Newsprint Paper Manufacturing Plant which contributed majority of
the revenues had been shut down in March, 2020 since there was no demand for newsprint
paper since the implementation of countrywide lockdown. Owing to the uncertainty regarding
the resumption of the plant and scale of viable operations, most of the workers and
employees have left the Company to seek better opportunities.
During the period under review, the operations of the Company continue
to be non-operative.
17. PARTICULARS OF EMPLOYEES:
There is no Employee drawing remuneration requiring disclosure under
Rule 5(2) of Companies Appointment & Remuneration of Managerial personnel) Rules,
2014.
18. RELATED PARTY TRANSACTION AND DETAILS OF LOANS, GUARANTEES,
INVESTMENT & SECURITIES PROVIDED:
Details of Related Party Transactions and Details of Loans, Guarantees
and Investments covered under the provisions of Section 188 and 186 of the Companies Act,
2013 respectively are given in the notes to the Financial Statements attached to the
Directors' Report in Note No. 30.
19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
a) Conservation of energy: Not Applicable as the Company under the CIRP
and there are not any business operations during the year.
b) Technology absorption: Not Applicable as the Company under the CIRP
and there are not any business operations during the year.
c) Foreign exchange earnings and outgo: Not Applicable
20. CORPORATE GOVERNANCE:
As provided under Regulation 15(2) of the SEBI (LODR) Regulations,
2015, the compliance with Corporate Governance as specified in Regulation 17 to 27, 46
(2)(b) to (i) & para c, d & e of Schedule V are not applicable to the Company as
paid-up share capital doesn't exceed Rs. 10 Crore and Net Worth doesn't exceed Rs. 25
Crore, as on the CIRP commencement date.
21. EXTRACT OF ANNUAL RETURN
The extract of Annual Return as per section 92 of the Companies Act,
2013 read with Rule 12 of the Companies (Management and administration) Rules, 2014 in
Form MGT-9 is annexed herewith to this report as "Annexure - B"
22. MANAGEMENT DISCUSSION ANALYSIS:
The Management Discussion and Analysis Report on the operations of the
Company, as required under the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is not provided in view the company under CIRP.
23. SECRETARIAL AUDIT REPORT:
Pursuant to the provisions of Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Resolution
Professional had appointed M/s Prachi Prajapati & Associates, Company Secretaries in
Practice to undertake the Secretarial Audit of the Company.
The Secretarial Audit Report is attached herewith as Annexure A.
24. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/
STAKEHOLDERS' RELATIONSHIP COMMITTEE:
The provisions as specified in Regulations 18, 19, 20 and 21 of SEBI
(LODR) Regulations, 2015 shall not be applicable during the insolvency resolution process
period in respect of a listed entity.
25. AUDITORS:
a. STATUTORY AUDITORS:
M/s. MAAK & Associates, (Firm Registration No. 135024W), Chartered
Accountants was appointed as Statutory Auditors of your Company at the Annual General
Meeting held on 28th September, 2020 for a term of 5 (Five) consecutive years.
The modified Report given by the Auditors on the financial statements
of the Company is part of the Annual Report.
The observations and comments, if any appearing in the auditors' Report
are selfexplanatory and do not call for any further explanation/clarification.
b. SECRETARIAL AUDITOR:
Pursuant to provisions of section 204 of the Companies Act, 2013 and
The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the
company has appointed M/s Prachi Prajapati & Associates, Company Secretaries in
Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report
is annexed herewith as "Annexure A".
The qualifications, adverse remark, if any appearing in the Secretarial
Auditor's Report are annexed in the report.
c. COST AUDITOR:
Due to discontinuance of operations of the factory of the Company and
further no operating activity during the period under review, No Cost Auditor was
appointed.
26. INSURANCE:
The Company's properties including building, plant and machinery,
stocks, stores etc. continue to be adequately insured against risks such as fire, riot,
strike, civil commotion, malicious damages, machinery breakdown etc. as per the consistent
policy of the Company.
27. DEPOSITS:
The Company has not accepted during the year under review any Deposits
and there were no overdue deposits.
28. SUBSIDIARIES/ ASSOCIATES/ JVs:
As on 31st March, 2022, the Company does not have any
Subsidiary, Associate or Joint Venture company. Hence, preparation of consolidated
financial statements and statement containing salient features of the Subsidiary/
Associate or Joint Ventures companies in Form AOC-1 as per the provisions of Section 129
of the Companies Act, 2013 is not applicable to the Company.
29. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS:
During the period under review, an application for admission of the
Company under Corporate Insolvency Resolution Process was filed by Bank of India under
Section 7 of Insolvency and Bankruptcy Code, 2016. The said application was admitted by
Hon'ble NCLT, Ahmedabad Bench vide its CP (IB) 09 of 2021 dated 07th December,
2022. Pursuant to Section 14 of the Insolvency and Bankruptcy Code, 2016, moratorium is
being levied on the corporate debtor and further in accordance with Section 17 of the
Code, the powers of board of directors were suspended and are vested with the Resolution
Professional.
As on the date of this report, IP Sunit Shah has been appointed as the
Resolution Professional of the Corporate Debtor and the affairs of the Company are being
managed by the RP.
30. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION
OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO
WHICH FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
Except as disclosed in this report, there were no material changes and
commitments affecting the financial position of the Company which have occurred between
the end of the financial year and the date of this report.
31. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:
As per the requirement of The Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your
Company has constituted Internal Complaints Committee (ICC) which is responsible for
redressal of complaints related to sexual harassment. During the year under review, there
were no complaints pertaining to sexual harassment.
32. SECRETARIAL STANDARDS:
The Company complies with the Secretarial Standards issued by the
Institute of Company Secretaries of India which are mandatorily applicable to the Company.
33. DISCLOSURE OF ACCOUNTING TREATMENT:
In the preparation of the financial statements, the Company has
followed the Accounting Standards referred to in Section 133 of the Companies Act, 2013.
The significant accounting policies which are consistently applied are set out in the
Notes to the Financial Statements.
The Resolution Professional while discharging his duties has prepared
the financial statements of the Company. Detailed verification and authentication of the
facts has provided in the Audit report is not been conducted by the RP and shall not be
held liable for any irregularities, if any.
34. DISCLOSURE OF MAINTENANCE OF COST RECORDS:
The suspended management of the Company had failed to cooperate with
the Resolution Professional during the process of corporate insolvency resolution by not
providing the adequate information and data related to the Company.
Considering which the Resolution Professional had filed an application
before Hon'ble NCLT, Ahmedabad Bench against the suspended management under Section 19(2)
of Insolvency and Bankruptcy Code, 2016 vide its IA No. 158 of 2023. Due to lack of
information, the Resolution Professional is unable to comment on the maintenance of the
cost records of the Company.
35. DIRECTOR RESPONSIBILITY STATEMENT:
The financial statements of your Company for the financial year ended
March 31, 2022 have been prepared by the RP while discharging his duties by complying with
every applicable laws of the Company. With respect to the financial statements for the
financial year ended March 31, 2022, the RP has signed the same solely for the purpose of
ensuring compliance by the Corporate Debtor with applicable laws, and subject to the
following disclaimers:
The Resolution Professional has however not authenticated the
correctness of the financial statements for the FY 2021-2022 in all respect including but
not limited to the Company Act, 2013
and the Income Tax Act, 1961, especially when they belong to the period
before appointment of the undersigned i.e. before 13th March, 2023.
In certain instances, the amount of the claim admitted or to be
admitted by the RP under CIRP process may differ from the amount reflecting in the books
of accounts of your Company. The audited financial statements are drawn on the basis of
figures appearing in the books of accounts of your Company as on March 31, 2022.
The RP has signed the financial statements solely for the purpose of
compliance and discharging his duties during CIRP period of your Company and in accordance
with the provisions of the IBC, read with the regulations and rules there under, and based
on the explanations, clarifications, certifications, representations and statement made by
the existing staff of your Company in relation to the data pertaining to the period prior
to the joining of the present management and does not have knowledge of the past affairs,
finances and operations of your Company.
36. ACKNOWLEDGMENT:
The Resolution Professional express his sincere appreciation for the
co-operation and assistance received from shareholders, bankers, financial institutions,
regulatory bodies, government Authorities and other business constituents during the year
under review. The Resolution Professional also wish to place on record their deep sense of
appreciation for the commitment displayed by all executives, officers and staff and look
forward to their continued support in future.
FOR, SHREE RAJESHWARANAND PAPER MILLS LIMITED (IN CIRP)
Sd/- |
|
Sunit J. Shah |
Prakashchandra Rasiklal Vora |
Resolution Professional |
Managing Director |
IP Reg. No: IBBI/IPA-001/IP-P00471/2017-18/10814 |
DIN:00612357 |
AFA Valid till: 22/11/2024 |
Suspended Board of Management |
Place: Ahmedabad |
|
Date: 19th January, 2024 |
|