(For the Financial Year Ended 31st March, 2026)
To
The Members,
Shivom Investment & Consultancy Limited
("the Company")
Your Directors have pleasure in presenting the Directors' Report together
with the Audited Financial Statements of the Company for the financial year
ended 31st March, 2026.
During a significant part of the financial year 2025-26, the Company
underwent the Corporate Insolvency Resolution Process (CIRP) under the Insolvency and
Bankruptcy Code, 2016 (IBC), during which the powers of the Board of Directors were
suspended and vested with the Resolution Professional appointed by the Hon'ble NCLT,
Mumbai Bench. Following the Request for Resolution Plan (RFRP) process, Mr. Prashant
Ghanshyambhai Ukani emerged as the Successful Resolution Applicant (SRA). The Hon'ble
NCLT, Mumbai Bench, approved the Resolution Plan vide its order dated 18.08.2025,
pursuant to which the current Board of Directors was constituted and assumed management
control.
While Post-CIRP period of F.Y. 2025-26 were overseen by the current
management, all data & records, comparative financial metrics, and historical records
from before the takeover come entirely from inherited data. Therefore, we are sharing this
information in good faith based on what was available, and the current management cannot
be held responsible for any mistakes, missing details, or inaccuracies in those old
records.
1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY
The financial performance of the Company for the year under review is
summarized below:
| Particulars |
FY 2025-26 |
FY 2024-25 |
| Total Income |
349.66 |
387.02 |
| Total Expenditure |
61.18 |
16.84 |
| Profit / (Loss) before Tax |
288.48 |
370.18 |
| Profit / (Loss) after Tax |
288.48 |
370.18 |
(Figures to be read with Notes forming part of Financial Statements)
Proceedings of Liquidation under the Insolvency Bankruptcy Code,
2016fIBC) read with Insolvency and Bankruptcy Board of India, Regulations 2016:-
• Shivom Investment & Consultancy Limited (the Company
"SICL") was registered under the Corporate Insolvency Resolution Process (CIRP)
and initiated by the Adjudicating Authority Hon'ble NCLT, Mumbai Bench) on 07.02.2024.
• Pursuant to the process of Request for Resolution Plan (RFRP) by
Mr Prashant Ghanshyambhai Ukani (Resolution Applicant)emerged as the Successful Resolution
Applicant (SRA),
• The Resolution Applicant has paid full amount as proposed in the
plan. NCLT has passed order dated 18th August, 2025.
• As on date, the Company has rehabilitated from CIRP and new
management has taken the charge over the Company.
• Pursuant to NCLT order New Directors have been appointed on the
Board and Structuring of new shareholders is under process for which coordination with,
RTA, CDSL and NSDL is undergoing.
• Shivom Investment & Consultancy Limited is Listed on BSE is
suspended from trading due to non-payment of Annual Listing Fees by previous management
and accordingly post management Transition company is in process of revocation of
suspension from Stock exchange as on date.
2. COMPANY OVERVIEW
Shivom Investment & Consultancy Limited (SICL) is currently
navigating a challenging scenario, wherein the company's performance has been adversely
impacted by a liquidity crunch. Pursuant to an order dated 18.08.2025, from the National
Company Law Tribunal, Mumbai Bench (Order No. CP (IB) No. 826/MB/2023), the company is
undergoing the Corporate Insolvency Resolution Process (CIRP). As a result, Mr. Nimai
Gautam Shah, Insolvency Professional (IP), has been appointed as the Interim Resolution
Professional and subsequently confirmed as the Resolution Professional.
During the year, Resolution Professional has taken over the management
and operations of the company Consequently, Pursuant to abovementioned NCLT order New
Directors have been appointed on the Board and structuring of new shareholders is under
process for which coordination with RP, RTA, CDSL and NSDL is undergoing.
RESULTS OF OPERATIONS AND STATE OF COMPANY'S AFFAIRS
The Company was previously engaged in the business of Non- banking
financial services. Pursuant to the approval of the resolution plan by the Hon'ble
National Company Law Tribunal (NCLT), the Company proposed a change in its object clause
to diversify into the Manufacturing sector. The revised object clause was approved by the
Registrar of Companies (ROC) on 04th February, 2026.
During the year under review, the Company did not undertake any
substantial business operations, as it was undergoing a transitional phase following the
successful completion of the CIRP. Post-resolution, the management has been focused on the
strategic revival and restructuring of the Company's operations. As part of its turnaround
strategy.
3. RESOLUTION PLAN - KEY HIGHLIGHTS
The Resolution Plan approved by the Hon'ble NCLT, dated 18.08.2025
inter alia, provides for:
• Payment of CIRP costs in full;
• Settlement of claims of unsecured financial creditors and
operational creditors in accordance with the Plan;
• Cancellation and reduction of existing equity share capital;
• Issuance of fresh equity shares to the Resolution Applicant and
other stakeholders;
• Change in management and control of the Company;
• Clean slate treatment in line with the judgment of the Hon'ble
Supreme Court.
The Resolution Plan is binding on the Company, its shareholders,
creditors, employees, statutory
authorities and all other stakeholders.
4. SHARE CAPITAL
• Authorized Share Capital:
During the financial year under review, the Authorized Share Capital of
the Company stood at Rs. 70,00,00,000/- (Rupees 70 Crore only) comprising of 7,00,00,000
Equity Shares of Re. 10/- each.
Change In capital structure
• Issued. Subscribed & Paid-Up Capital:
Your Board Pursuant to the order passed by Hon'ble NCLT, Mumbai Bench
dated 18th August, 2025 subsequently implemented the capital structure which was approved
by Board of Directors in its meeting held on September 15, 2025,as follows:
1. Paid-up Equity shares capital:
The Paid-up Equity Share Capital as on March 31, 2026 stood at Rs
6,43,99,030 (Rupees 6 Crore Forty Three lacs Ninety Nine Thousand and Thirty) divided into
64,39,903 Equity Shares of Re. 10/(Rupee Ten)each, which was issued & allotted on
dated October 03, 2025.
2. Extinguishment of Existing Share capital and Issued New share
Capital:
The entire existing paid-up Equity Share Capital Comprising of
6,99,51,325 (Six Crore Ninety-Nine Lakh Fifty-One Thousand Three Hundred Twenty-Five)
equity shares held by the public shareholders stand extinguished and the shareholding of
public was reduced to 1,39,903 shares of Re. 10/- (Rupee Ten Only) each aggregating to Rs.
13,99,030/- (Rupees Thirteen Lakhs Ninety Nine Thousand and thirty Only) in
proportion(2:1000) to the shares already held by them on the record date which was fixed
as October 03, 2025.
3. Issued & allotted to equity shares to Promoters (Successful
Resolution applicants):
Further, the promoters were allotted issued and allotted 60, 00,000
(Sixty Lakh) equity shares of ^10/- (Rupees Ten) each, aggregating to ^6, 00, 00,000/-
(Rupees Six Crore Only), as per approved resolution plan.
4. Issued & allotted to equity shares to Unsecured Creditors:
Pursuant to the resolution plan, issued and allotted 3, 00,000 (Three
Lakh) equity shares of ^10/- (Rupees Ten) each, aggregating to ^ 30, 00, 000/- (Rupees
Thirty lakh only) dated 03.10.2025.
Additionally, the Company has also issued and allotted 1,750 (One
Thousand Seven Hundred Fifty) Compulsorily Convertible Debentures (CCDs) of face value
^1,00,000/- each, in accordance with the terms and conditions set out in the approved
Resolution Plan.
5. LISTED SECURITIES
The Company's securities are listed on the Bombay Stock Exchange
Limited ("BSE").
SUSPENSION OF TRADING OF SECURITIES
The securities of the Company are currently suspended from trading. As
previously intimated, during the year the Company was undergoing the Corporate Insolvency
Resolution Process (CIRP), the suspension of trading is due to non-payment of ALF and
other procedural penal reason pre-CIRP.
The Company has submitted an application to BSE for the revocation of
suspension approval of the trading of the securities. The said application is currently
under consideration by BSE, and approval is awaited.
6. CHANGE IN MANAGEMENT AND DIRECTORS
There is a change in management of the Company post completion of CIRP
Process as per direction issued by NCLT, Mumbai bench. The detail of new management has
been provided elsewhere in the Annual Report.
During the year under review, Consequent to the approval of the
Resolution Plan, the following are the Directors of the Company.
| Sr. Name of the Directors No. |
Designation |
Date of appointment |
Date of Resignation * |
| 01 PRASHANT GHANSHYAMBHAI UKANI |
Executive Director |
30/12/2025 |
- |
| 02 KULDEEP BHARATBHAI KHACHAR |
Executive Director |
30/12/2025 |
- |
| 03 KEVIN CHHAGANBHAI AGHARA |
Independent Non-Executive Director |
30/12/2026 |
- |
| 04 MANISH MAHENDRABHAI |
Independent Non-Executive Director |
30/12/2025 |
21/05/2026 |
| 05 PURVI RAMKUMAR UKANI |
Independent Non-Executive Director |
30/12/2025 |
21/05/2026 |
| 0 6 RAVI DHIRAJLAL VAGADIYA |
Managing Director |
08/09/2025 |
- |
| 07 KAJAL ANKITBHAI PAMBHAR |
Independent Non-Executive Director |
21/05/2026 |
|
| 08 AVANI VISHNUBHAI PATEL |
Independent Non-Executive Director |
21/05/2026 |
|
*As on date of director report, directors were ceased w.e.f 21.05.2026
During the year and as on date following are the Key Managerial Personnel:
| S.N Name of the Directors |
Designation |
Date of appointment |
| 01 PRASHANT GHANSHYAMBHAI UKANI |
CFO |
15/09/2025 |
| 02 RUNEL SAXENA* |
CS |
15/04/2026 |
*As on date of director report, Company Secretary is appointed w.e.f
15.04.2026
7. FINANCE AND ACCOUNTS:
As mandated by the Ministry of Corporate Affairs, the financial
statements for the year ended on March 31, 2026 has been prepared in accordance with the
Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013
read with the Companies (Accounts) Rules, 2014. The estimates and judgements relating to
the Financial Statements are made on a prudent basis, so as to reflect in a true and fair
manner, the form and substance of transactions and reasonably present the Company's state
of affairs, profits/(losses) and cash flows for the year ended March 31, 2026.
8. DIVIDEND
The Board did not recommend any dividend for the financial year
2025-26.
9. TRANSFER TO RESERVES:
The Company has not transferred any amount to reserves during the year
under review.
10. MATERIAL CHANGES AND COMMITMENTS
There are following material changes and commitments affecting
financial position between the end of financial year and date of this report:
• Hon'ble NCLT Mumbai Bench has passed the order dated 18.08.2025;
• Pursuant to the approved Resolution plan that new Board is duly
appointed.
• Restructuring of Share Capital as per the Approved Resolution
Plan is under the process.
11. CHANGE IN NATURE OF BUSINESS, IF ANY:
During the year under review, the Company has changed its main object
from the NBFC industry to the Manufacturing industry dated 04.02.2026. Pursuant to the
approval of the Resolution Plan by the Hon'ble National Company Law Tribunal, the Company
is now under the control of the new management and accordingly company shifted its
principle business activity from Non-Banking Financial Company (NBFC) related activities
to the manufacturing, processing and dealing in various kinds of metals, including ferrous
and non-ferrous metals, and allied activities.
12. 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 for the financial year 2025-26
13. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Details of Loans, Guarantees or Investments under Section 186 of the
Companies Act, 2013 are given in the notes to the Financial Statements, audited by the
present Auditor of the Company
14. DIRECTORS' RESPONSIBILITY STATEMENT
In pursuance of section 134 (5) of the Companies Act, 2013, the
Directors hereby confirm that:
a) In the preparation of the annual accounts, for the year ended 31st
March 2025, all the applicable accounting standards prescribed by the Institute of
Chartered Accountants of India have been followed along with proper explanation relating
to material departures, if any;
b) the directors had selected such accounting policies and 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 March 31, 2025 and
of the losses of the Company for the year ended on that date;
c) that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
d) that the Directors had prepared the annual accounts on a going
concern basis;
e) that the Directors had laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and were
operating effectively; and
f) that the Directors had devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems were adequate and
operating effectively.
15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MD&A)
The Management Discussion and Analysis on the operations of the Company
as prescribed under Part B of Schedule V read with regulation 34(3) of the Listing
Regulations, 2015.The Management's discussion and analysis is presented in a separate
section forming part of the Annual Report.
16. Board Meetings, Committee Meetings and General Meetings
During the Financial Year 2025-26, under CIRP process no Board Meetings
were held by the company till 18th august 2025. And pursuant to that Implementation and
Monitoring Committee was overseeing the process of the effective implementation of the
approved resolution plan.
Post approval of the Resolution Plan by the Hon'ble National Company
Law Tribunal, the Board of Directors has been reconstituted, and there were total 5 (Five)
Board Meetings held dated 15.09.2025; 03.10.2025; 13.12.2025 ;12.02.2026 for consideration
and approval of the various agenda items which were circulated well in advance to the
Board of Directors.
All Committees of the Board of Directors are constituted in line with
the provisions of the Companies Act, 2013 and applicable regulations of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
Post CIRP, Company conducted an Annual General Meeting (AGM) for the
financial year 2024-25 dated 30.12.2025.
17. STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declarations from all Independent Directors
confirming that they meet the independence criteria as stipulated under Section 149(6) of
the Act and the SEBI Listing Regulations. They have duly enrolled their names with the
Independent Director's Database maintained by the Indian Institute of Corporate Affairs
(IICA). Also, the online proficiency self-assessment test as mandated have been undertaken
by those Independent Directors of the Company who are not exempted within the prescribed
timelines.
In the Board's opinion, these Independent Directors satisfy the
prescribed conditions and are independent of the Management.
MEETING OF THE INDEPENDENT DIRECTORS:
As the management of the company was under the control of Resolution
Professional, there was no Independent Directors Meeting held in the FY 2025-26.
FAMILIARISATION PROGRAMEE:
Due to the CIRP proceeding, the Board of the Company has been suspended
and the Hon'ble NCLT appointed RP for manage the Company, so that the related provisions
are not applicable on the Company during the year.
18. CONSTITUTION OF COMMITTEE
Pursuant to the completion of the Corporate Insolvency Resolution
Process (CIRP) and reconstitution of the Board under the new management, the Board of
Directors has constituted the following Committees in accordance with the provisions of
the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015:
1. Audit Committee :
Ms. Avani Vishnubhai Patel - chairman (appointed w.e.f 21.05.2026)
Ms. Prashant Ghanshyambhai Ukani --Member Mr. Kevin Chhaganbhai
Aghara—member
Mr. Manish Mahendrabhai Raval -- member (resigned w.e.f 21.05.2026)
Ms. Purvi Ramkumar Ukani—chairman (resigned w.e.f 21.05.2026)
2. Nomination and Remuneration Committee:
Ms. Kajal Ankitbhai Pambhar-- Chairman (Appointed w.e.f 21.05.2026)
Mr. Kevin Chhaganbhai Aghara—Member
Ms. Avani Vishnubhai Patel-- Member (Appointed w.e.f 21.05.2026)
Mr. Manish Mahendrabhai Raval -- Chairman (Resigned w.e.f 21.05.2026)
Ms. Purvi Ramkumar Ukani—Member (Resigned w.e.f 21.05.2026)
3. Stakeholders Relationship Committee:
Mr Kevin Chhaganbhai Aghara—Chairman (Appointed w.e.f 21.05.2026)
Mr Kuldeep Bharatbhai Khachar—Member
Ms. Avani Vishnubhai Patel-- Member (Appointed w.e.f 21.05.2026)
Mr Manish Mahendrabhai Raval -- Chairman (Resigned w.e.f 21.05.2026)
19. CORPORATE GOVERNANCE
As per regulation 15(2) of the Listing Regulation, the Compliance with
the Corporate Governance provisions shall not apply in respect of the following class of
the companies:
a) Listed entity having paid up equity share capital not exceeding
Rs.10 Crore and Net Worth not exceeding Rs.25 Crore, as on the last day of the previous
financial year;
b) Listed entity which has listed its specified securities on the SME
Exchange.
Since, our company fails in the ambit of aforesaid exemption (a); hence
compliance with the provision of Corporate Governance shall not apply to the company.
Therefore, a separate Report on Corporate Governance has not been
annexed to this Annual Report. However, The Company attached the Non-Applicability of
Corporate Governance to the stock Exchange together with the Certificate from the
Practicing Company Secretary as "Annexure No I" to this Annual report
20. RISK MANAGEMENT POLICY:
During the financial year under review, the Company was undergoing
Corporate Insolvency Resolution Process (CIRP) under the provisions of the Insolvency and
Bankruptcy Code, 2016, and the management and control of the affairs of the Company were
vested with the Resolution Professional. The Board ensure to manage Risk is an integral
part of our business activity for succeeding years and by default component of risk in the
activities of your Company is very minimal.
The Company board & management regularly framing, reviewing &
monitoring risk management plan & ensuring to mitigate the current & future risk
exposure so as to safeguard company & shareholders' interest and to assure business
growth with financial stability
21. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has adopted a Vigil Mechanism/Whistle Blower Policy in
accordance with the Companies Act, 2013 and SEBI (LODR) Regulations.
22. INTERNAL FINANCIAL CONTROLS
The Company has adequate internal financial controls. The Audit
Committee reviews the adequacy and effectiveness of our internal control environment and
monitors the implementation of audit recommendations. The company has a qualified and
independent audit committee, where majority of directors are independent.
23. Auditors and Auditors' Report
1. Internal Auditors
During the Period under review, no Internal Auditor appointed as the
Company was undergoing Corporate Insolvency Resolution Process (CIRP) during the said
period and the management of the affairs of the Company was vested with the Resolution
Professional in terms of the Insolvency and Bankruptcy Code, 2016.
Further, the Board of Directors at their meeting held on Wednesday,
30th May, 2026 has appointed M/s. Dhruvan Dalwadi & Co., Chartered Accountants,
Ahmedabad (FRN: 145106W) as Internal Auditors of the Company for the FY 2026-27.
2. Statutory Auditors
Pursuant to the provisions of Section 139 of the Companies Act, 2013,
M/s. S PARTH & CO, Chartered Accountants, (Firm Registration No. 154463W), were
appointed as the Statutory Auditors of the Company to conduct Statutory Audit for the year
ended 31st March 2026.
M/s. S PARTH & CO., Chartered Accountants, Statutory Auditors of
the Company, term expiry at the ensuing Annual General Meeting. Further, the Board of
Directors in its meeting held on Friday i.e. May 30, 2026, recommended the appointment of
M/s. Patel Soni shah & co., Chartered Accountants (Firm Registration No. 0127904W) as
the Statutory auditor of the Company for a period of five years from financial Year
2026-27 to financial year 2030-31, subject to approval of shareholders in ensuing Annual
General Meeting of the company.
3. Auditors' Report
The Statutory Auditors' Report for the financial year ended 31st March,
2026 is annexed to the Financial Statements forming part of this Annual Report. The
Auditor has carried out statutory Audit of the standalone financials and has issued a
modified opinion (disclaimer of opinion).
The Notes to the Financial Statements are self-explanatory and do not
require any further comments or explanations from the Board.
24. REPORTING OF FRAUDS BY THE AUDITORS:
During the Financial Year under review, the Statutory Auditors have not
reported to the Audit Committee and the Board under Section 143 of the Act, any instances
of fraud committed against your Company by its officers and employees, details of which
would need to be mentioned in the Board's Report.
25. SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the rules made thereunder, the Secretarial Audit of the Company for the financial year
ended 31st March, 2026 was conducted by M/s. Mehul Raval & Associates, Practicing
Company Secretaries. The Secretarial Audit Report issued by them is annexed herewith as
"Annexure No-H" to this Report.
Further, M/s. Ronak Jhuthawat & Co. (COP: 12094), Company
Secretaries, has been appointed as the Secretarial Auditors of the Company by the Board of
directors at the meeting held on 30th May, 2026, as the Secretarial Auditors of
your Company for a term of five (5) consecutive years i.e. from the financial year 2026-27
to financial year 2030-31, subject to the approval of the shareholders in the ensuing
Annual General Meeting.
26. RELATED PARTY TRANSACTIONS
During the year there is no related Party Transaction (RPTs), therefore
form AOC-2, is not required to attach herewith.
27. ANNUAL RETURN
Pursuant to Sections 92 and 134 of the Act, the Annual Return as on
March 31, 2026 in Form MGT-7 is available on the website of the Company and can be
accessed at https://theshivom.com/
28. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
During the year under review, company does not have any
subsidiary/joint ventures/associate companies. So there is no requirement of statement in
Form no. AOC-1 to attached, under section 129(3) of the Act read with Rule 5 of the
Companies (Accounts) Rules, 2014
Name of Companies Which Have Become or Ceased to Be Subsidiaries, Toint
Ventures, Associates Companies:
During the year under report, none of the Companies became or ceased to
be its subsidiary, joint venture & associates.
29. SECRETARIAL STANDARDS
Management of Company was entrusted and vested with Resolution
Professional till approval of Resolution Plan and with Monitoring Committee from date of
approval of Resolution Plan till re-constitution of Board. After reconstitution of Board
of Director, Company has followed the applicable Secretarial Standards, i.e. SS-1 and SS-
2, relating to Meetings of the Board of Directors and General Meetings, respectively.
30. PARTICULARS OF EMPLOYEE
During the year under review, company is under the process of CIRP and
has no employee other than new board management post transitional phase. Disclosure
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, so therefore no disclosure has been attached.
31. POLICY ON APPOINTMENT AND REMUNERATION FOR DIRECTORS, KEY
MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT EMPLOYEES:
The Nomination and Remuneration Committee of the Board has devised a
policy for selection and appointment of Directors, Key Managerial Personnel and Senior
Management Employees and their Remuneration. The Committee has formulated the criteria for
determining qualifications, positive attributes and independence of a director (including
Independent Directors) and other matters provided under section-178(3) of the Companies
Act 2013, which has been displayed on the Company's website https://theshivom.com .
32. Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings & Outgo
During the financial year under review, the Company was undergoing
Corporate Insolvency Resolution Process (CIRP) under the provisions of the Insolvency and
Bankruptcy Code, 2016. During this period, the management and control of the affairs of
the Company were vested with the Resolution Professional, and the Company did not carry
out any significant operational activities.
The information regarding Conservation of Energy, Technology Absorption
and Foreign Exchange Earnings & Outgo, as defined under section 134(3)(m) of the
Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is
reported to be NIL.
33. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013
The Company had complied with provisions relating to the constitution
of Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, to redress complaints received on sexual harassment
as per the records available. The new management does not have record for sexual
harassment complaint.
34. Maternity Benefit
During the financial year under review, the Company was undergoing
Corporate Insolvency Resolution Process (CIRP) under the provisions of the Insolvency and
Bankruptcy Code, 2016, and the management and control of the affairs of the Company were
vested with the Resolution Professional.
During the CIRP period, the Company did not have any employees on its
rolls. Accordingly, the provisions of the Maternity Benefit Act, 1961, as amended by the
Maternity Benefit (Amendment) Act, 2017, were not applicable to the Company for the year
under review.
No maternity benefits were required to be extended during the financial
year. Post completion of CIRP and reconstitution of the Board, the Company shall ensure
compliance with the applicable provisions of the Maternity Benefit Act, 1961, as and when
the Company employs personnel.
35. BOARD EVALUATION:
The Board/RP conducted an informal evaluation of performance during the
transitional phase. A formal evaluation under Regulation 17(10) was deferred to FY 2025-26
due to the late reconstitution.
36. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION
FUND:
Your Company did not have any funds lying unpaid or unclaimed for a
period of seven years. Therefore, there were no funds which were required to be
transferred to Investor Education and Protection Fund (IEPF).
37. APPLICATION MADE OR PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016)
Application under IBC has been initiated against your previous
management and the proceeding is no more pending under Insolvency and Bankruptcy Code,
2016.
38. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY
As per the information and data available to the new management, the
Company had received the order from Securities and Exchange Board of India dated February
24, 2023 vide ref No: WTM/AB/CFID/CFID-SEC1/24081/2022-23 imposing a penalty of Rs.
20,00,000/- on company and Rs.17,00,000/- on directors of the Company.
39. CODE OF CONDUCT
The Company has formulated and laid down a Code of Conduct for the
Board of Directors and Senior Management of the Company which is available at the
Company's website on All the Board Members and Senior Management Personnel have affirmed
compliance with the Code.
The necessary declaration by the Managing Director as required under
Regulation 34(3) read with Schedule V(D) of the Listing Regulations, regarding adherence
to the Code of Conduct has not attached to the this Annual Report as during the year
Company is under the Insolvency procedure and the power of the Board of Directors were
suppressed and vest with Resolution Professional.
Certificate from the company secretary in practice that none of
directors on the board of the company have been debarred or disqualified from being
appointed or continuing as a directors of company by Board/ Ministry of Corporate Affairs
Or any such statutory authority
Certificate from practicing company secretary confirming that none of
the Directors on the board of the Company were debarred or disqualified from being
re-appointed under retirement by rotation and/ or continuing as Director of the Company by
the SEBI, Ministry of Corporate Affairs or any other statutory authorities is issued by
Mr. Mehul K. Raval (M/s Raval & Associates) and the same is annexed herewith "Annexure
III".
ACKNOWLEDGMENT
Your Directors wish to place on record their sincere appreciation and
gratitude to the Hon'ble National Company Law Tribunal, the Resolution Professional, the
Committee of Creditors, the Successful Resolution Applicant, and all other stakeholders
for their valuable support, guidance and cooperation during the Corporate Insolvency
Resolution Process and the subsequent revival of the Company.
The Directors also acknowledge the continued support extended by
regulatory and statutory authorities, stock exchanges, depositories, bankers, auditors,
and advisors in ensuring smooth transition and compliance during this critical phase.
The Board looks forward to the continued support and cooperation of the
Members and all stakeholders as the Company progresses towards operational stability and
sustainable growth under the new management.
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