To
The Members,
Jaihind Projects Limited,
The Directors and the Resolution Professional present the 33rd Annual Report
and the Financial Statements of the Company for the year ended 31st March, 2019.
1. INITIATIONOF CORPORATEINSOLVENCY RESOLUTION PROCESS (CIRP):
Jaihind Projects Limited is under Corporate Insolvency Resolution Process (CIRP) of the
Insolvency and Bankruptcy Code 2016 (IBC) in terms of Order passed by the Hon’ble
National Company Law Tribunal (NCLT), AhmedabadBench with effect from 2nd November,
2018. Mr. Premnarayan Tripathiwasappointed as Interim Resolution Professional by NCLT vide
its Order dated 2nd November, 2018. Its affairs, business and assets are being
managed by the Resolution Professional Mr. Parthiv Parikh who was appointed vide order
dated January 23, 2019byHonble NCLT, Ahmedabad Bench in place of Interim Resolution
Professional.
UnderSection 17 of the of the Insolvency & Bankruptcy Code;
a. the management of the affairs of the company shall vest in the Resolution
Professional.
b. the powers of the Board of Directors shall stand suspended and be exercised by the
Resolution Professional.
c. the officers and managers of the companyif anyshall 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 accountsof the company shall act on the
instructions of the Resolution Professional in relating to such accounts furnish all
information relating to the company available with them to the Resolution Professional.
The Committee of Creditors vide e-voting completed on 13th September, 2019
approved the Resolution Plan submitted by Resolution Applicant M/s Parixit Irrigation Ltd
and the same has been submitted to NCLT, Ahmedabad for its approval.
2. FINANCIAL RESULTS:
|
|
(Rs. in lakhs) |
| Particulars |
2018-19 |
2017-18 |
| Total Income(including other income) |
2962.72 |
4467.07 |
| Total Expenditure (Excluding Finance Cost & Depreciation) |
9111.34 |
33014.58 |
| Profit / (Loss) before Interest and Depreciation |
-6148.62 |
-28547.52 |
| Less: Interest |
2.48 |
191.57 |
| Less: Depreciation |
721.15 |
1205.93 |
| Profit/(Loss) after Interest and Depreciation but Before Tax |
-6872.25 |
-29945.01 |
| Less: Provision For Taxation |
-159.00 |
0.00 |
| Profit/(Loss) After Tax |
-7031.25 |
-29945.01 |
In view of the loss for the periodand the company is underCorporate Insolvency
Resolution Process (CIRP), no Dividend has been recommended.
4. RESERVESAND SURPLUS:
Due to loss incurred during the year under review, there were no transfer of any amount
to Reserves for the financial year ended on 31stMarch, 2019.
5. PUBLIC DEPOSITS:
The Company has neither accepted nor renewed any deposits during the year under review.
6. SHARECAPITAL:
During the year under review, there has been no change in the Capital Structure of the
Company.
7. SUBSIDIARY, ASSOCIATES AND JOINTVENTURE COMPANIES:
The Company does not have any subsidiary Company. However, DCOM Systems Limited is an
Associate Company of Jaihind Projects Limited.
8. ANNUALRETURN
The extract of Annual Return pursuant to the provision of section 92 read with Rule 12
of the Companies (Management and Administration) Rules, 2014 for the financial
year2018-19in Form MGT-9 is annexed hereto and form part of this report asAnnexure B.
9. INFORMATION ON CORPORATE INSOLVENCY RESOLUTION PROCESS
The Companyis under Corporate Insolvency Resolution Process (CIRP) of the Insolvency
and Bankruptcy Code 2016 (IBC) in terms of Order passed by the Hon’ble National
Company Law Tribunal (NCLT), Ahmedabad Bench with effect from 2ndNovember, 2018
M/s. SKE Projects Private Limited one of theOperational Creditor had filed an
application with Honble NCLT Ahmedabad for initiation of Corporate Insolvency resolution
process against the Company u/s. 9 of the Insolvencyand Bankruptcy Code, 2016.
The Honble NCLT Ahmedabad after hearing the application vide its order dated
02-11-2018 admitted the application of thesaid operationalcreditor for initiation of
Corporate Insolvency resolution process(CIRP)and has appointed Mr. Premnarayan Ramanand
Tripathi (Reg. No.IBBI/IPA-002/IP-N00554/2017-2018/11693) as Interim Resolution
Professional (IRP).
Vide order dated January 23, 2019, the Honble NCLT, Ahmedabad Bench has appointedMr.
Parthiv Parikh as the Resolution Professional[RP]in place of Interim Resolution
Professional.
The Hon’ble National Company Law Tribunal (NCLT), Ahmedabad Bench granted an
extension of the period of Corporate Insolvency Resolution Process (CIRP) of the Company
upto 330 days in terms of Section 12(2) of the Insolvency and BankruptcyCode, 2016.
Accordingly, the CIRP continuedtill 27th September, 2019. The RP invited
Reslution plans for revival of the Company from the prospective Resolution Applicants.The
Committee of Creditors vide e-voting completed on 13th September, 2019 approved
the Resolution Plan submitted by Resolution Applicant M/s Parixit Irrigation Ltd and the
same has been submitted to NCLT, Ahmedabad for its approval.
Further, M/s. Pipara and Co. LLP, Chartered Accountanthadbeen appointed as Forensic
Auditor in 2nd CoC Meeting held on 21stJanuary 2019.
10. LISTINGOF SECURITIES
The Shares of the Company are listed on the Bombay Stock Exchange
Limited(BSE)andNational Stock Exchange of India Limited(NSE).
Due to financial crunches, the CompanycouldnotpayAnnual Listing Feesfor the year
2018-19 and 2019-20 to both the Stock Exchanges.
The Shares of the Company were placed in Z category by BSE LimitedandNational Stock
Exchange of India Limited.
11. DIRECTORS RESPONSIBILITY STATEMENT
In accordance withthe provisions of Section 134(5) of the Companies Act, 2013 the Board
hereby submits its responsibility Statement that:-
a) in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
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 at the end of the financial year and of
the profit and loss of the company for that period;
c) the directors had 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) the directors had prepared the annual accounts on a going concern basis; and
e) The priority of the Company was to restore its compliance by filing financial result
and also to bring timely visibility of the Company’s performance to enable actions to
be taken to address the underline operational issues. Consequently, there was limited time
to address internal controls and financial reporting deficiencies. Even so, substantial
improvement has been realized and improvements are going.
f) 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.
12. BOARD OF DIRECTORSANDKEYMANAGERIAL PERSONNEL
This is to inform you all, about the sad demise of Shri Prakash Hinduja, Chairman and
Managing Director of Jaihind Projects Limited and Promoter of the company. He passed away
on12.12.2018and hence ceased to be director of the company.
Shri Prakash Hinduja’s sudden and unexpected demise caused irreparable loss to the
Company and entire Jaihind team conveys deep sympathy, sorrow and condolence to his
family.
As the company is underCorporate Insolvency Resolution Process (CIRP),the agendawith
respect to director retires by rotationat the forthcoming Annual General Meeting of the
Companyis not taken place.
Other than as stated above, there has been no other change in the Directors or the Key
Managerial Personnel during theperiod.
13. RELATIONSHIP BETWEEN DIRECTORS INTER-SE
None of the Directors are related to each other within the meaning of the term
"relative" as per Section 2(77) of the Companies Act, 2013.
14. DECLARATIONOF INDEPENDENT DIRECTORS
Since the company is under Corporate Insolvency Resolution Process (CIRP)and the Board
is suspended,the company has not received any declarations from any Independent Directors.
15. FORMALANNUAL BOARD EVALUATION
Since the company is under Corporate Insolvency Resolution Process(CIRP)and the entire
Board is suspended, no formal evaluation of the Board has taken place.
16. NUMBER OF MEETINGS OF BOARD OF DIRECTORS
Till 2nd November 2018 i.e commencement of CIRP there weres two(2) Meetings
of the Board of Directors of the Company were convened and held on 30thMay 2018
and 14thAugust 2018.
17. FORMATION OF VARIOUS COMMITTEES:
Details of various committees constituted by the Board of Directors in line with the
Companies Act, 2013 and SEBI (LODR)Regulations, 2015 are given in theCorporate Governance
Report annexed which forms part of this report.
18. DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE
COMPANIES ACT, 2013.
At present, there are no employee on the payroll of of the Company and further the
company is under Corporate Insolvency Resolution Process (CIRP) of the Insolvency and
Bankruptcy Code 2016 (IBC) in terms of Order passed by the Hon’ble National Company
Law Tribunal (NCLT), Ahmedabad Bench with effect from 2ndNovember, 2018. In
view of theabove, the particulars of ratio of remuneration of each director to median
remuneration of the employees of the Company for the financial year under report,
percentage increase in remuneration to each Director and KMP, etc. more particularly
described under Section 197(12) of the Companies Act, 2013 and Rule 5 of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, are not available.
19. VIGIL MECHANISM
The Company had adopted a Vigil Mechanismin form of whistle blower policy. At present
there are no employees on the roll of the Company. And the Company is under CIRP.
20. RISK MANAGEMENT:
At present there are no employees on the roll of the Company. And the Company is under
CIRP The Company had adequate Risk Management policy till commencement of CIRP.
21. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE
FINANCIAL STATEMENTS
At present there are no employees on the roll of the Company. And the Company is under
CIRP.
22. PARTICULARS OF CONTRACTS ORARRANGEMENTS WITH RELATED PARTIES:
There was no contract or arrangements made with related parties as defined under
Section 188 of the Companies Act, 2013during the year under review.There are no materially
significant related party transactions made bythe company withPromoters, Key Managerial
Personnel or other designated persons which may have potential conflict with interest of
thecompany at large.
23. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In accordance with the requirement of SEBI (LODR)Regulations, 2015, the Management
Discussion and Analysis Report form part of this Report.
24. AGMOF THE COMPNAY:
Pursuant to the provisions of Section 96(1) of the Companies Act, 2013,the Resolution
Professional has filed an application before Registrar of Companies, Ahmedabad Gujarat for
an extension of holding33rd AGM for the Financial Year 2018-19.The Registrar of
CompaniesvideOrder dated 3rd September 2019extended the date of AGM for two
Months.
25. AUDITORS & AUDITORS REPORT:
A. STATUTORY AUDITOR:
M/s N.K. Aswani & Co., Chartered Accountants, Firm Registration No. 100738W,
Membership No. 033278) hold office until the conclusion of the ensuing annual general
meeting and arerecommended for re-appointment from the 33rdAnnual General
Meeting (AGM) until the conclusion of next Annual General Meeting. The company has
obtained a certificate from M/s. N.K. Aswani &Co., Chartered Accountants, to the
effect that their proposed re-appointment, if made would be in accordance and conformity
with the limits as specified in that section.
The statutory auditors have also confirmed that they hold a valid certificate issued by
the "Peer Review Board" of The Institute of Chartered Accountants of India.
B. SECRETARIALAUDITOR & SECRETARIAL AUDIT REPORT
As per the provisions of the Section 204(1) of the Companies Act, 2013, the Company has
appointed M/s. Abhishek Chhajed & Associates, Practicing Company Secretaries to
conduct Secretarial Audit of the records and documents of the Company.The Secretarial
Audit Report for the Financial Year ended 31st March, 2019in Form No. MR-3 is annexed to
the Directors Report-Annexure-C and forms part of this Report. TheDirector comments on the
observation of the Secretarial Audit Reportfor the year ended 31st March 2019 are
mentioned herein below;
With regard to Observations/remarks contained in the Secretarial Auditors Reportwewish
to respond/state as under:
As you are aware thatthe Company has been undergoing the Corporate Insolvency
Resolution Process (CIRP) under the provisions of the Insolvency and Bankruptcy Code,2016
pursuant to the order of the Honble National Company Law Tribunal, Ahmedabad dated
November 2, 2018.Vide order dated January 23, 201 by Honble NCLT,Ahmedabad Bench has
appointed theMr. Parthiv Parikh as the Resolution Professional in place of Interim
ResolutionProfessional.
Further, the Chairman andManaging Director, Mr. Prakash Lalchand Hinduja who was
looking after all the operations of the Company passed away on December 12, 2018.Hence the
submission of Financial result were delayed.
After initiation of CIRP, the entire Board of the Company issuspended.
26. REPORT ON CORPORATE GOVERNANCE:
Report on Corporate Governance for the year under review, together with a Certificate
from the Practicing Professional regarding compliance of the conditions of Corporate
Governance forms part of the Annual Report.
The compliance with the Corporate Governance provisions as specified in the Regulations
17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and as PerpartC, D
and E of Schedule V of SEBI (Listing Regulations), 2015, are not applicable to the
companies having Paid up Share Capital not exceedingRs.10 Crores and Net Worth not
exceedingRs.25 Crore, as on the last day of previous year. According to these regulations
your company is not mandatorily required to comply with the provisions of these
regulations, for the time being as the Paid up Share Capital of the company is not
exceedingRs.10 Crores and the Net Worth is not exceeding Rs.25 Crores, as on the last day
of the previous year, however, the company has made all possible efforts to comply with
the provisions of these regulations of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and the provisions ofthe Companies Act, 2013, during the
year under review.
27. PARTICULARS OF EMPLOYEES:
The information required under section 197 (12) read with Rule 5 (2) & (3) of
Companies (Appointment & Remuneration) Rules, 2014 of the Companies Act, 2013 the
names and other particulars of employees is not applicable to the Company, as no employees
drawn remuneration of Rs.60,00,000/-or more per annum employed throughout the year or
Rs.5,00,000/-or more per month employed for a part of the year.
28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to conservation of energy, technology absorption, Foreign
exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act,
2013 read with Rule8(3) of the Companies (Accounts) Rules, 2014 is furnished in "Annexure-A"and
is attached to this report.
29. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Company had formed a CSR Committee comprising of Mr. Akhilesh Negi as Chairman and
Mr. Prakash Hinduja and Mr.Chetan Tolani, as other members during the year under review.
The CSR Committee of the Board of Directors got dissolved on 2nd November 2018
when NCLT Passed order for initiation of Corporate Insolvency Resolution Process (CIRP) as
the power of theboard was ceased on appointment of Resolution Professional.Given stressed
financial condition of the business, theCompany does not have to make any obligatory
contributions towards CSR from a regulatory perspective.
30. PARTICULARS OF LOANS, GUARANTEES ORINVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013
Details regarding Loans Guarantee and investments have been given in the Financial
Statement.
31. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
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.
32. SAFETY, HEALTH AND ENVIROMENT:
(a) Safety: The Company had taken adequate steps for the safety of the Employees.
(b) Health: The Company had given utmost importance to the health of its employees.
(c) Environment: Adherence to Environmental and pollution control Norms as per Gujarat
Pollution Control guidelines had been followed by the Company.
33. DISCLOSURE UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013.
There was no incident of any sexual harassment during the year.
34. ACKNOWLEDGEMENT:
The Directors wish to convey their appreciation to all stakeholders and business
associates for their support and contribution during the year.
|
For Jaihind Projects Limited |
|
|
(Company under Corporate Insolvency Resolution Process) |
|
|
Parthiv Parikh |
Chetan K. Tolani |
| Place: Ahmedabad |
Resolution Professional |
Whole-time Director |
| Date:10.10.2019 |
IBBI/IPA-002/IP-N00369/2017-2018/11063 |
DIN: 02529867 |
+91-9892691696
