The Board of Directors and the Resolution Professional (RP) present the 27th Annual Report of the Company together with the Audited Standalone and Consolidated Financial Statements (together "the Financial Statements") and the Auditors Report thereon for the Financial Year ended on 31st March 2023.
The National Company Law Tribunal ("NCLT"), Mumbai Bench, vide its order dated 28th November 2022 ("Insolvency Commencement Order") has initiated Corporate Insolvency Resolution Process ("GRP") based on petition filed by the financial creditor State bank of India under section 7 of the Insolvency and Bankruptcy Code, 2016 ("the Code"). Mr. Sandeep D. Maheshwari IP Registration No. IBBI/IPA-001/IPP00640/2017-2018/11093 was appointed as Interim Resolution Professional ("IRP") to manage affairs of the Company in accordance with the provisions of the Code. At the first meeting of the Committee of Creditors("CoC") held on 28th December 2022, Mr. Sandeep D. Maheshwari was appointed as Resolution Professional (RP/ Resolution Professional) for the Company. Pursuant to the Insolvency Commencement Order and in line with the provisions of the Code, the powers of the Board of Directors are suspended with effect from the CIRP commencement date i.e. 28.11.2022 and the same are exercised by RP.
During the CIR Process, Form G was initially issued by the RP on 28/01/2023 and pursuant thereto, resolution plans were received by the RP. However, for maximization of value, the CoC, at its 11th CoC meeting, resolved for re-issuance of Form G. Hence, a fresh Form G was issued on 26/08/2023 and the resolution plan process is rerun. The users of this document may please note the same.
Since the company is under 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 are vest in the Resolution Professional.
b) the powers of the Board of Directors of the company were stand suspended and be exercised by the Resolution Professional.
c) the officers and managers of the company are 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 were 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.
1. FINANCIAL HIGHLIGHTS
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(Rs.in Lakhs)
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|
Financial Results and Appropriations
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Standalone
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Consolidated
|
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Year ended 31/03/2023
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Year ended 31/03/2022
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Year ended 31/03/2023
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Year ended 31/03/2022
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Revenue from Operations
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849.62
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9066.78
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6,998.83
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11,017.51
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Other Income
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53.74
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27.45
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54.28
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29.87
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Total Revenue
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903.36
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9094.23
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7,053.11
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11,047.38
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Profit/Loss Before Tax(PBT)
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46.46
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(564.98)
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54.67
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(562.92)
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Less: Taxation
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43
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47.99
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45.54
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48.82
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Net Profit after Tax (PAT)/Loss
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3.46
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(612.97)
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9.13
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(611.73)
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Other
Comprehensive income (net of tax)
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0
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0.17
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0
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0.17
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Total comprehensive income for the year
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3.46
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(612.80)
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9.13
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(611.57)
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Note: The Company discloses financial results on a quarterly basis of which results are subjected to limited review and publishes audited financial results on an annual basis. The Financial Statements as stated above are also available on the website of the Company at www.prakashconstro.com.
2. FINANCIAL PERFORMANCE Consolidated
During the year under review, the Company recorded consolidated total revenue of Rs. 11,047.38 lakhs as compared to Rs. 7,053.11 lakhs for the previous year and Net Profit for the year stood at Rs.9.13 lakhs for the year under review as compared to the net loss of Rs. 611.57 lakhs for the previous year.
Standalone
During the year under review, the Company recorded total revenue of Rs. 903.36 lakhs as compared to Rs.9094.23 lakhs for the previous year and Net Profit for the year stood at Rs. 3.46 lakhs for the year under review as compared to the Net loss of Rs. 612.80 lakhs for the previous year.
Kindly note that the responsibility of preparation of financial statements that give a true and fair view of the financial position and financial performance of the Company as on the date of CIRP rests with the erstwhile management. The audited financial statements as on the CIRP commencement date i.e., 28th November 2022 have been provided by the erstwhile management of the Company. The RP has relied upon the audited financial statements as on 28/11/2022 provided by the erstwhile management and prepared the financial statements for the period 29/11/2022 to 31/03/2023 based on bank statements of the Company. Further, the RP has approved the financial statements for the period 29/11/2022 to 31/03/2023 only to the limited extent of fulfilling his responsibility under the Companies Act and makes no representation of or so issues any statements in relation to financials being true, fair, accurate and complete in all respects.
3. NATURE OF BUSINESS
The Company is engaged in the activities of Construction of buildings carried out on own-account basis or on a fee or contract basis / Project Supply. There was no change in nature of the business of the Company, during the year under review.
4. MATERIAL CHANGES AND COMMITMENTS
No such material changes and commitments were reported during the year.
5. DIVIDEND
Keeping in view need to conserve resources of the Company, Directors are constrained not to recommend any dividend for the year under review.
6. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company has two subsidiary companies named Unique Vastu Nirman & Projects Private Limited and Bhumit Real Estate Private Limited. However company sold off stake in Bhumit Real Estate Private Limited on 30.06.2022. A statement containing brief financial details of the subsidiaries is included in the Annual Report.
As required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a consolidated financial statement of the Company and its subsidiary is attached. The consolidated financial statements have been prepared in accordance with the relevant accounting standards as prescribed under Section 129 (3) of the Act. These financial statements disclose the assets, liabilities, income, expenses and other details of the Company and its subsidiary.
Pursuant to the provisions of Section 129, 134 and 136 of the Companies Act, 2013 read with rules framed thereunder and pursuant to Regulation 33 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company had prepared consolidated financial statements of the company and its subsidiaries and a separate statement containing the salient features of financial statement of subsidiaries, joint ventures and associates in Form AOC-1 forms part of the Directors' Report as Annexure -1.
7. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 34 of the IBC, the powers of the Board of Directors stood suspended, and such powers were vested with the Resolution Professional Mr. Sandeep Maheshwari. In light of the aforesaid and pursuant to the requirements under sub section (3)(c) and (5) of Section 134 of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed by the Resolution Professional along with the directors (power suspended) that:
a) In the preparation of the annual accounts for the financial year ended 31 March, 2023, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;
b) Accounting policies have been selected and applied consistently and judgments and estimates made that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the year under review;
c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) The annual financial statements have been prepared on a going concern basis,
e) Internal financial controls to be followed by the Company have been laid down and ensured that such internal financial controls are adequate and operating effectively; and
f) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
8. SECRETARIAL STANDARDS
The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to 'Meetings of the Board of Directors' and 'General Meetings', respectively, have been duly followed by the Company.
9. CORPORATE GOVERNANCE
Company recognizes the importance of Good Corporate Governance, which is the tool of building strong and everlasting beneficial relationship with customers, suppliers, bankers and more importantly with the investors. Corporate Governance is strongly driven by our values such as quality, commitment, customer orientation and integrity.
Our Corporate Governance Report for fiscal 2023 forms an integral part of this Annual Report, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
10. MANAGEMENT DISCUSSION AND ANALYSIS
Management's Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations”), is presented in a separate section, forming part of the Annual Report.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The company is under Corporate Insolvency Resolution Process initiated by the National Company Law Tribunal, Mumbai ("NCLT”), the power of the Board of Directors of the company stood suspended and such powers are vested with the Resolution Professional to manage the affairs of the company. The responsibility is with the Resolution Professional to continue the operations of the company.
Appointment
There was no appointment during the year under review.
Retirement by rotation
In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Ms. Prachi Jaju (DIN: 05264625), Executive Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment, subject
to the approval of the Members of the Company. The Board recommends the re-appointment of Ms. Prachi Jaju for your approval. A brief Resume is attached with the Notice of Annual General Meeting.
Board Independence
'Independence' of Directors means as defined in Regulation 16(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 149(6) of the Companies Act, 2013. Based on the confirmation / disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent:
a) Mr. Shankar Rathi
b) Ms. Jyoti Rathi
c) Mr. Suresh Sarda
Declaration by Independent Directors
Since the CIRP has been initiated and the board has been suspended w.e.f. 28.11.2022 therefore Declaration by Independent Directors are not received during the financial year March 31 2023.
Key Managerial Personnel
The following persons have been designated as Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Act, read with the Rules framed thereunder.
Mr. Prakash Laddha - Whole Time Director & Chief Financial Officer
Policy on Director's Appointment and Remuneration
The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board and separate its functions of governance and management. The Board consists of four members, two of whom are independent directors. The Company's policy on directors' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report.
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has carried out annual evaluation of its own performance, that of its committees and individual directors for the financial year 2022-23 till 28th November, 2022, however as the CIRP is initiated against the Company, the powers of the Board of Directors (including evaluating the performance of Board, its committee and individual Directors) were suspended. Therefore, during the financial year 2022-23, the evaluation of the performance of the Board of Directors and of its committees and individual Directors were taken under the supervision of Resolution Professional.
12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
Information relating to Conservation of Energy, Technology Absorption and Foreign Earning and Outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read together with Rule 8(3) of the Companies (Accounts) Rules, 2014 forms part of this Report as Annexure II.
13. EXTRACTS OF ANNUAL RETURN
As required under Section 134(3)(a) and sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, the Extract of the Annual Return as at March 31, 2023 is put up on the Company's website and can be accessed at www.prakashconstro.com.
14. PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION
In accordance with the provisions of Sec. 197(12) of the Companies Act, 2013 read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended is not applicable to the Company as there was no employee drawing remuneration of Rs.1 crore and 2 lakhs per annum or Rs. 8 lakhs and 50 thousand per month during the year ended March 31, 2023.
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136(1) of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary
15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
No related party transactions that were entered during the financial year. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. Accordingly, the disclosure of related party transaction as require under Section 134(3)(h) of the Companies Act, 2013 in form AOC-2 is not applicable.
16. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
There has not been an occasion in case of the Company during the year to transfer any sums to the Investor Education and Protection Fund.
17. AUDITORS Statutory Auditors
For the current financial year 2022-23, M/s Grandmark & Associates were the statutory auditors for the Company prior to the commencement of the CIR Process i.e. from the period 1st April 2022 to 27th November 2022.
The Resolution Professional subsequently appointed M/s J AM PR S & Company, Delhi as Statutory Auditors of the company w.e.f. 28.11.2022 and the Committee of Creditors approved their appointment through resolution passed in its 1st CoC meeting held on 28th December 2022.
The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors' Report does not contain any qualification, reservation or adverse remark. The Auditors' Report is enclosed with the financial statements in this Annual Report.
Kindly note till the date of CIRP, the responsibility of preparation of financial statements that give a true and fair view of the financial position and financial performance of the Company rests with the erstwhile Board of Directors. The RP approved the financials only to the limited extent of fulfilling its responsibility under the Companies Act and makes no representation of or so issue any statements in relation to financials being true, fair, accurate and complete in all respects.
Disclosure of total fees paid to Statutory Auditor, on a consolidated basis
During the Financial Year 2022-23, total fees amounting of Rs. One lakh plus applicable taxes is payable to Statutory Auditors, on consolidated basis.
Secretarial Auditor
The Board appointed Mr. Ketan Shirwadkar (ACS: 37829, COP: 15386), Practicing Company Secretary, Mumbai to conduct Secretarial Audit for the Financial Year 2022-2023. The Secretarial Audit Report for the financial year ended March 31, 2023 is annexed herewith marked as Annexure I to this Report.
Annual Secretarial Compliance Report
SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated February 8, 2019 read with Regulation 24(A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, directed listed entities to conduct Annual Secretarial compliance audit from a Practicing Company Secretary of all applicable SEBI Regulations and circulars/guidelines issued thereunder.
The said Secretarial Compliance report is in addition to the Secretarial Audit Report by Practicing Company Secretaries is required to be submitted to Stock Exchanges within 60 days of the end of the financial year.
18. DEPOSITS
During the year, there is no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet. Hence there are no particulars to report about the deposit falling under Rule 8 (5)(v) and (vi) of Companies (Accounts) Rules, 2014.
19. LISTING AT STOCK EXCHANGE
The Equity Shares of the Company continue to be listed on the BSE Limited and National Stock Exchange of India Limited.
20. SIGNING OF THE FINANCIAL STATEMENTS
This is to inform you that the Resolution Professional has approved and authenticated its Audited Financial Results for the year ended March 31, 2023 in the meeting duly held on 30th May, 2023, which is well within the statutory time limits as prescribed in the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
21. SIGNIFICANT & MATERIAL ORDERS
There are no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future. However-
A petition for initiation of Corporate Insolvency Resolution Process filed by State bank of India has been admitted against the Company vide NCLT, Mumbai bench order dated 28th November, 2022 and Mr. Sandeep Maheshwari (Reg. No. IBBI/IPA-001/IP-P00640/2017-18/11093) having address at 1, Ground Floor, Shree Laxmi Niwas CHS, Near Anthony Bakery, Kolbad, Thane, Maharashtra-400601 (Email- setu.cirp@gmail.com) has been appointed as Interim Resolution Professional by NCLT, Mumbai Bench.
22. OTHER DISCLOSURES Share Capital
The Paid-up Equity Share Capital as at March 31, 2023 stood at Rs. 1256.78 lakhs. During the year under review, there were no changes which have taken place in the authorized and paid-up share capital of the Company.
6(Six) meetings of Board of Directors were held during the year before the commencement of CIRP period upto November 28 2022 i.e. April 26 2022, May 30 2022, June 27 2022, August 13 2022, September 9 2022 & November 14 2022. Particulars of meetings held and attended by each Director are detailed in the Corporate Governance Report, which forms part of this Report.
After commencement of CIRP period w.e.f. November 28 2022 following are the COC Meeting which were conducted by Resolution Professional (RP) as under:
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Sr.No.
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Date of COC Meeting
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1.
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December 28 2022
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2.
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January 23 2023
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|
3.
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February 20 2023
|
|
4.
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March 23 2023
|
24. INDEPENDENT DIRECTORS MEETING:
Since the CIRP has been initiated and the board has been suspended w.e.f. 28.11.2022 therefore no meeting of the Independent Directors was held during the year under review.
25. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company is not falling under any of applicability criteria's of CSR as mentioned under the Provisions of Section 135 of Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules, 2014, therefore it is not mandatory for the company to form Corporate Social Responsibility (CSR) Committee and a Policy on Corporate Social Responsibility.
26. PARTICULARS OF LOAN GIVEN, INVESTMENTS MADE, GUARANTEE GIVEN AND SECURITY PROVIDED:
Particulars of loan given, investments made, guarantees given and securities provided covered under the provisions of Section 186 of the Companies Act, 2013 are provided in the notes to the Financial Statements.
27. INTERNAL FINANCIAL CONTROLS:
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2022-23.
28. INTERNAL CONTROL SYSTEMS
Adequate internal control systems commensurate with the nature of the Company's business and size and complexity of its operations are in place and have been operating satisfactorily.
29. RISK MANAGEMENT POLICY
The Board of Directors of the Company has put in place a Risk Management Policy which aims at enhancing shareholders' value and providing an optimum risk-reward trade off. The risk management approach is based on a clear understanding of the variety of risks that the organisations faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures. At present the company is under CIRP therefore the related risk is associated with the company.
30. VIGIL MECHANISM & WHISTLE BLOWER POLICY
The Company has a Vigil mechanism & Whistle blower policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. The reportable matters may be reported to the Vigilance & Ethics Officer which operates under the supervision of the Audit Committee, as protected disclosures through an e- mail, or dedicated telephone line or a written letter. Employees may also report directly to the Chairman of the Audit Committee. The said Policy is available on the website of the Company at http://www.prakashconstro.com/pdf/VIGIL MECHANISM.pdf.
31. POLICY ON RELATED PARTY TRANSACTIONS
The Board of the Company has adopted the Policy and procedure with regard to Related Party Transactions. The policy envisages the procedure governing the materiality of Related Party Transactions and dealing with Related Party transactions required to be followed by Company to ensure compliance with the Law and Regulation. The said Policy is available on the website of the Company at http://www.prakashconstro.com/pdf/PCL%20-%20RPT%20Policy.pdf.
32. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
There were no incidences of sexual harassment reported during the year under review, in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder.
33. 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 pre-clearance 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.
34. GENERAL
Directors of the Company states that no disclosure or reporting is required in respect of the following items as there were no transactions on these items, during the year under review:
i. Details relating to deposits covered under Chapter V of the Act.
ii. Issue of equity shares with differential rights as to dividend, voting or otherwise.
iii. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.
iv. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.
v. Neither the Managing Director nor the Whole Time Director of the Company receives any remuneration or commissions from any of its subsidiaries.
vi. No fraud has been reported by the Auditors to the Audit Committee or the Board.
35. DISCLOSURE UNDER INSOLVENCY AND BANKRUPTCY CODE (CORPORATE INSOLVENCY RESOLUTION PROCESS (CIRP) :
A petition for initiation of Corporate Insolvency Resolution Process under Section 7 of the Insolvency and Bankruptcy Code, 2016 filed by State Bank of India (Financial Creditor) has been admitted against the Company vide Honorable National Company Law Tribunal, Mumbai bench order dated 28th December 2022and Mr. Sandeep D. Maheshwari, an Insolvency Professional having Registration No: IBBI/IPA-001/IP-P00640/2017-2018/11093 has been appointed as Interim Resolution Professional/ Resolution Professional by NCLT, Mumbai Bench under Section 13(1)(c) of the Insolvency and Bankruptcy Code, 2016.
Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR), and in accordance with the requirements of sub-clause 16(h) of Para A of Part A of Schedule III of LODR read with Section 25(2)(h) of Insolvency & Bankruptcy Code, 2016 and Regulation 36A of IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016, the Invitation for Expression of Interest in Form - G was published on 30th November, 2022 for its submission to the RP on or before 1st December 2022 pursuant to which the Resolution Professional has received one (1) resolution plan. The matter is under active deliberation.
36. REPORT OF AUDITORS:
Statutory Auditors:
QUALIFICATIONS OF AUDITORS: -
i. We have been appointed as statutory auditor for the period 29th November 2022 to 31st March, 2023, however, we have audited financial statement for this period and we have also authenticated combined financial statements for the year 2022-23 relying on the audited figures of previous auditors for the period ended 28.11.2022. Further we have also incorporated the audit report of erstwhile auditor while forming the audit report for the year ended 31st March, 2023.
ii. Balance Confirmation of Assets and liabilities along with other documentary evidence has not been made available to us and also the liabilities and assets has not been restated according to claim received and accepted during the CIRP period and the balance of various assets and liabilities has been taken solely on the basis of audited financial statement as on 28.11.2022. The same has also been mentioned in the Significant accounting policies by Resolution professional while preparing the financial statement Secretarial Auditors
Reply: At present the company is under CIRP.
QUALIFICA TIONS OF SECRETARIAL AUDITORS: -
1. In Terms of Clause 4 of Schedule B of Regulation 9 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, Intimation of Trading Window Closure for the quarter ended March 31, 2022 & June 30, 2022 was delayed in Submission as per stipulated time.
2. In Terms of Regulation 13(3) of SEBI (LODR) 2015 Quarterly and year to date Investors Complaints for the quarter ended March 31, 2022, June 30, 2022 and December 31, 2022 were delayed in submission as per stipulated time.
3. In Terms of Regulation 27(2) of SEBI (LODR) 2015 Submission of Corporate Governance Report for the quarter ended December 31, 2022 was required to be filed by 21st January, 2023, however Company filed the same to BSE and NSE on 18th July, 2023 with delay of 178 Days, hence the company did not comply with the requirements of Regulation 27(2) of SEBI (LODR) 2015 as company is under corporate insolvency resolution process.
4. In terms of Regulation 31(1)(b) of SEBI (LODR) 2015 Shareholding Pattern for the quarter ended December 31, 2022 was delayed in submission as per stipulated time.
5. In Terms of Regulation 29 of SEBI (LODR) 2015 Intimation of Board Meeting for Financial Results for the quarter ended December 31, 2022 was required to be filed 7 days before Board Meeting, however Company has not filed the same for the quarter ended December 31, 2022 to BSE and NSE. Hence the company did not comply with the requirements of Regulation 29 of SEBI (LODR) 2015 as company is under corporate insolvency resolution process.
6. In Terms of Regulation 74(5) of SEBI (DEPOSITORIES AND PARTICIPANTS) Regulations, 2018, submission of Demat/Remat Status for the quarter ended March 31, 2022 and December 31, 2022 was required to be filed within 15 days from end of respective quarter, However for the quarter ended March 31, 2022 the Company has filed the same to BSE on 20th April, 2022 (Delay of 5 Days), and for the quarter ended December 31, 2022 company have filed the same to BSE and NSE on 31st January, 2023 (Delay of 15 Days).
7. Company Secretary resigned on 09.11.2020 and the company has not appointed a Whole Time Company Secretary & Compliance Officer till the signing of this report.
8. The Title deeds of one of the immovable properties viz., Floors of Pinnacle Mall are not in the name of the Company. The Company has entered a lease agreement with Silver Key Developers Private Limited for it.
9. In terms of SEBI regulations and guidelines issued by the Institute of Chartered Accountants of India (ICAI) it is mandatory for listed entities, that limited review/statutory audit reports submitted to the concerned stock exchanges shall be given only by those auditors who have subjected themselves to peer review process and who hold a valid certificate issued by the 'Peer Review Board' of the ICAI. However, the Statutory A uditors does not hold a valid peer review certificate during the period of Audit.
Reply: At present the company is under CIRP.
37. GREEN INITIATIVES
Electronic copies of the Annual Report 2022-23 and the Notice of the 27th Annual General Meeting are sent to all members whose email addresses are registered with the Company/ depository participant(s). For members who have not registered their email addresses, physical copies are sent in the permitted mode.
38. ACKNOWLEDGEMENTS
Your directors wish to place on record and acknowledge their appreciation for the continued support and co-operation received from Government Authorities, lending institutions, and esteemed shareholders of the company. Directors also record their appreciation for the total dedication of the employees.
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