To
Neueon Towers Limited
Your Directors and the Resolution Professional have pleasure in presenting the 14th
Annual Report of your Company together with the Audited Financial Statements of Accounts
for the Financial Year ended 31 March, 2021
Companys Performance:
Your Directors hereby report that the Company could not achieve any turnover for the
financial year ended 31.03.2021 as against the turnover of Rs. 293.81 lakhs during
the previous financial year ended 31.03.2020.
Companys Performance
(Rs. in lakhs)
| Particular |
Financial Year ended 31st March 2021 |
Financial Year ended 31st March 2020 |
| Profit before Depreciation and Interest |
(238.00) |
(10,376.76) |
| Interest |
0.19 |
1,619.74 |
| Depreciation |
9,379.44 |
9,417.30 |
| Profit before tax |
(9,617.63) |
(21,413.80) |
| Provision for |
|
|
| - Current Tax |
- |
- |
| - Deferred Tax |
(3,156.77) |
814.95 |
| Profit after tax |
(6,460.86) |
(22,228.75) |
| Divident on CRPS |
- |
- |
| Profit carried to |
(6,460.86) |
(22,228.75) |
| Balance Sheet |
|
|
Review of Operations:
Operations stood at an all time low, since the inception of the Company.
Notwithstanding positive market conditions, your Company is unable to capitalize on them
due to the financial constraints. Its inability to complete the existing contracts on
hand is also acting as an impediment in procuring new contracts. However, all these are
expected to be obliterated once the present debt-restructuring initiative gets completed.
Most of the production capacity of the Company remain unutilized for want of resources.
Your Directors hope and wish to report a good performance in the years to come.
Status of Corporate Insolvency Resolution Plan (CIRP):
As informed to the Members earlier and also the disclosures made to the Stock Exchanges
that the Corporate Insolvency Resolution Process (CIRP) was initiated for the Company
under the provisions of Section 7 of the Insolvency and Bankruptcy Code, 2016 (IBC) by
the National Company Law Tribunal vide Order No. CP(IB) No. 679/7/HDB/2018 (order) with
effect from 03.06.2019. Further, vide the aforesaid NCLT order and pursuant to Section 17
of the IBC, the powers of the Board of Directors of the Company stood suspended, and such
powers are vested with the Interim Resolution Professional, Dr. M S Sankar, - Resolution
Professional (IP Registration No.IBBI/IPA-001/ IP-P00770/2017-18/11315. His appointment
confirmed by the Committee of Creditors (COC) as the Resolution Professional (the RP).
Accordingly, Dr.M.S.Sankar in his capacity as RP took control and custody of the
management and operations of the Company from 03.06.2019. Consequently, all actions that
are deemed to be taken by the Board of Directors have been be given effect to by the RP
during the continuance of the CIRP as per the provisions of the IBC. In view thereof, the
14th Annual General Meeting (AGM) of the Members of the Company is being convened by the
RP.
Subsesequently, the completion of CIRP was extended with the permission of the
Honourable NCLT as follows:
| Sl. Details of the Orders passed |
Date upto which the CIRP is to be completed |
| No. by the Honble NCLT, Hyderabad |
|
| 01. Order No. CP(IB)No.679/7/HDB, dated 3rdJune 2019 |
180 days from 3rd June 2019 |
| 02. Order No. IA No.1047/2019 in CP(IB)No.679/7/HDB, dated 22-11-2019 |
90 days from 1st December 2019 |
| 03. Order No. I.A. No.206 of 2020 in C.P. (IB) No.679/7/2018, dated 02-03-2020 |
60 days from 29th February 2020 |
| 04 Order IA 523/2020 in main CP No.679/7/HDB/2018 dated 30.07.2020 |
Extended up to 06.09.2020 |
| 05 IA was filed before Honble NCLT, Hyd after completion of e-voting . |
Period extended up to 06.11.2020 |
| 06 IA and memo filed before Honble NCLT, Hyd to exclude lockdown period up to
31.10.2020 where by CIRP will end on 07.12.2020 |
Honble NCLT hearings is going on and CIRP is likely to be completed before 31st
December 2020 |
The Resolution Plan dated 7 October 2020 submitted by M/s. Longview Resources (HK)
Limited, and M/s Invent Assets Securitisation & Reconstruction Private Limited was
approved by the Committee of Creditors in their 27 Meeting held on 19 October 2020 and the
same was put for E voting during the period from 28 October 2020 to 4 November 2020.
The said resolution plan was voted in favour by 98.7% creditors in value and it was
approved by Committee of Creditors with requisite majority under the provisions of the
Insolvency and Bankruptcy Code 2016 and Other Regulations as specified under the
Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate
Persons) Regulations, 2016 including amendments, if any, in pursuance to Sec. 30 of the
Insolvency and Bankruptcy Code 2016 and subject to the approval of the Honble National
Company Law Tribunal, Hyderabad Bench.
The approved Resolution Plan was filed on 14.11.2020 with the Honourable National
Company Law Tribunal, Hyderabad Bench for their approval under IBC, 2016. The Honourable
NCLT heard the matter on different occasions and lastly on 02.09.2021 and reserved for
Order. Approval is awaited.
Dividend:
In view of the losses, your Company does not recommendany dividend for the year under
review
Material Changes and Commitments:
There is no material change and commitment has occurred, affecting the financial
position of the Company, between the end of the financial year of the Company i.e. 31st
March, 2021 and the date of this report.
Members may kindly note that Corporate Insolvency Resolution Process (CIRP) has been
initiated for the Company under the provisions of Section 7 of the Insolvency and
Bankruptcy Code, 2016 (IBC) by the National Company Law Tribunal vide Order No.
CP(IB)No. 676/7/HDB/2018 (order) with effect from 03.06.2019 (uploaded on website on
08.06.2019). Further, vide the aforesaid NCLT order and pursuant to Section 17 of the IBC,
the powers of the Board of Directors of the Company stood suspended, and such powers are
vested with the Interim Resolution Professional, Dr. M S Sankar, - Resolution Professional
(IP Registration No.IBBI/ IPA-001/IP-P00770/2017-18/ 11315. His appointment confirmed by
the Committee of Creditors (COC) as the Resolution Professional (the RP). Accordingly,
Dr. M.S.Sankar in his capacity as RP took control and custody of the management and
operations of the Company from 03.06.2019. Except the above, there are no significant and
material orders passed by the regulators or courts or tribunals impacting the ongoing
concern status of the Company and the Companys operations in future.
Deposits
Your Company has not accepted Deposits from Publicor Members under Chapter V of the
Companies Act,2013 and the Companies (Acceptance of Deposits)Rules, 2014 for the year
under review.
Related Party Transactions
All contracts/arrangements/transactions entered by the Company during the financial
year with related parties were in ordinary course of business and on arms length basis.
During the year, the Company had not entered into any contract/arrangement/ transaction
with related parties which could be considered material under Regulation 23 of Listing
Regulation. Accordingly, the disclosure of Related Party Transactions as required under
Section 134 (3) (h) of the Companies Act, 2013 in Form AOC - 2 as in Annexure- II. The
Policy on materiality of related party transactions and dealing with related party
transactions as approved by the Board is also posted in the Investors section of the
Companys website www.sujana.com. Your Directors draw attention ofthe members to Note no.
30 to the financial statementswhich sets out related party disclosures.
Prior omnibus approval is obtained on an annual basis for the transactions with related
parties which are ofa foreseeable and repetitive nature. The transactions entered into
pursuant to the omnibus approval so granted and a statement giving details of all
transactions withrelated parties are placed before the Audit Committee and Board of
Directors for their review on a periodic basis.
None of the Directors, other than to the extent of their shareholding, receipt of
remuneration / commission, has any pecuniary relationships or transactions vis--vis the
Company.
Corporate Social Responsibility
Corporate Social Responsibility Policy framed in consonance with Section 135 of the
Companies Act, 2013 read with the rules framed there under duly indicating the activities
to be undertaken by the Company as specified in the Schedule VII of the Companies Act,
2013. The Corporate Social Responsibility Policy is posted in the Investors section of the
Companys website. The Company is not falling under any of the applicability criteria of
CSR as mentioned under the provisions of Section 135 of the Companies Act, 2013 as amended
by the Companies Amendment Act, 2019. Reporting as required under the aforesaid Section,
for the FY 2020-21 as Annexure- lll and forms part of this report.
Directors Responsibility Statement:
Directors Responsibility Statement as required under the provisions of Section 134(3)
(c) of the Companies Act, 2013, is given in the Annexure - V attached hereto and
forms part
of this Report
Auditors:
(a). Statutory Auditors:
In terms of Section 139 of the Companies Act, 2013 ("the Act"), and the
Companies (Audit and Auditors) Rules, 2014, made thereunder, the present Statutory
Auditors of the Company, M/s. Venugopal & Chenoy (Regn.No.004671S), Chartered
Accountants, Hyderabad, be and are hereby re-appointed as the auditors of the Company, to
hold office from the conclusion of this Annual General Meeting until the conclusion of the
15th Annual General Meeting to be held in year 2022, subject to ratification by the
members at every Annual General Meeting hereafter. During the year under review, the
Auditors of the Company have not reported any fraud as specified under Section143 (12) of
the Companies Act, 2013 to the Audit Committee.
(b). Cost Auditors: M/s. Nageswara Rao & Co, Cost Accountants [Firm No.000332]
have been appointed as the Cost Auditor of the Company for financial year 2020-21 pursuant
to provisions of Section 148 and other applicable provisions of the Companies Act 2013. As
required by Section 148 of the Companies Act, 2013, necessary resolution has been included
in the notice convening the Annual General Meeting seeking ratification by the members to
the remuneration proposed to be paid to the cost auditors for the financial year ending 31
March, 2022
(c). Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules framed
there under, the Resolution Professional has appointed Mrs. V Madhumita, Practicing
Company Secretaries (M.NO.52965, CP NO. 19626), to undertake the secretarial audit of the
Company. The secretarial audit report issued by Mrs. V Madhumita, Practicing Company
Secretary for the financial year ending 31st March, 2021 is given in the Annexure- IV-A
attached hereto and forms part of this Report. There are no qualifications, reservations
or adverse remarks made by the secretarial auditor and the observation made is self
explanatory and requires no further explanation from the Board.
(d). Secretarial Compliance Report
Pursuant to Regulation 24A of SEBI (Listing Obligations and Disclosure Requirement)
Regulations 2015 the Company has obtained annual Secretarial Compliance Report for the
financial year ended 31st March, 2021, attached as Annexure IVB
Share Capital
The paid up equity share capital as on 31st March, 2021 was Rs.5654.46 Lakhs. During
the year 2020-21, there was no change in the share capital of the Company.
The Company has not issued any share with differential voting rights nor has granted
any stock options or sweat equity as on 31st March, 2021. None of the Directors of the
Company hold instruments convertible into equity shares of the Company.
Extract of Annual Return:
Pursuant to the provisions of Section 92 of the Companies Act, 2013 and rules framed
there under, the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure
-Vl and forms part of this Report.
Particulars of Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo:
Particulars with respect to Conservation of Energy, Technology Absorption and Foreign
Exchange Earnings and Outgo as required under Section 134 of the Companies Act, 2013, read
with the Companies (Accounts) Rules, 2014 are given in the Annexure-Vll attached
hereto and forms part of this Report.
Meetings:
The powers of the Board of Directors stood suspended, and such powers were vested with
the Interim Resolution Professional, Dr. M S Sankar, - Resolution Professional (IP
Registration No.IBBI/ IPA-001/IP-P00770/2017-18/11315. His appointment confirmed by the
Committee of Creditors (COC) as the Resolution Professional (the RP). Accordingly,
Dr.M.S.Sankar in his capacity as RP took control and custody of the management and
operations of the Company from 03.06.2019.
Hence, no Board meetings were held during the year 2020-21. However, Resolution
Professional has conducted the meetings with the Directors of the Company from time to
time to consider and approve the Quarterly and Yearly Financial Results of the Company.
Four such meetings were held during the year on 29.06.2020, 14.09.2020, 13.11.2020,
07.12.2020 and 13.02.2021 to consider and approve the Quarterly and Yearly Financial
Results of the Company pursuant to the provisions of SEBI (Listing Obligations and
Disclosure Requirements) Regulations 2015.
Directors:
Pursuant to the provisions of Section 152 of the Companies Act, 2013 and in accordance
with the Articles of Association of the Company, G. Srinivasa Raju (DIN:00132249),
Director of the Company will retire by rotation at the ensuing Annual General Meeting and,
being eligible, offers himself for re-appointment.
Independent Directors existing prior to the Commencement of Corporate Insolvency
Resolution Process (CIRP), will continue as such irrespective of their tenure since the
provisions of IBC
Override the provisions of Companies Act,2013.
The Resolutions proposing their re - appointment / appointments as Directors will be
placed before the Shareholders for their approval at the ensuing Annual General Meeting of
the Company.
The Company has received declarations from all the Independent Directors of the Company
confirming that they continue to meet with the criteria of independence as prescribed
under sub-section (6) of Section 149 of the
Companies Act, 2013 and under Regulation 16(1)(b) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations 2015.
None of the Directors of your Company is disqualified under
Section 164 (2) of the Companies Act, 2013. As required by law, this position is also
reflected in the Auditors Report
The following persons are Key Managerial personnel of the Company:
Shri G Srinivasa Raju : Managing Director
Shri P Apser Hussen : Company secretary
For Directors seeking appointment/re-appointment in the forthcoming Annual General
Meeting of the Company; the particulars as required to be disclosed in accordance with
Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations
2015, forms part of this Report.
Board Evaluation
Evaluation of performance of Directors was not undertaken during this financial year as
CIRP was initiated against the Company w.e.f: 03.06.2019 whereas the powers of the Board
of Directors including evaluating the performance of Board, its committee and individual
Directors) stood suspended and vested with the Resolution Professinal.
Particulars of Employees:
The information required pursuant to the provision of Section 197 read with Rule, 5 of
The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in
respect of employees of the Company, are set out in Annexure-Vlll of this Report.
Management Discussion and Analysis Report:
Management Discussion and Analysis, forming part of this report as required under
Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations
2015is attached hereto as Annexure- lX and forms part of this Report.
Corporate Governance:
Your Company is committed to principles of good Corporate Governance. The Board of
Director sensures that your Company is in compliance with all the applicable regulations
of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015pertaining to
Corporate Governance. A detailed report on Corporate Governance is attached as Annexure-X
and forms part of this report. Certificate from the Practicing Company Secretary
confirming the compliance with the conditions of Corporate Governance as stipulated under
Regulation 34(3) read with Schedule Vof SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015is attached to this report.
Subsidiary Companies:
Your Company has the following Wholly Owned Subsidiaries:
Digitech Business Systems Limited:
The operations of M/s. Digitech Business Systems Limited have commenced in a small way.
We have stepped up the marketing activities under the aegis of this Company and we hope to
clock good turnover during the next year. Company has started looking for a strategic
investor either to sell off or to join as a partner.
A separate statement containing the salient features of the Financial Statement for the
financial year ended 31st March, 2021 of the aforesaid subsidiary companies are included
in the Annual Report as Form AOC-1 as an Annexure - I. The Financial statements
of the said Subsidiaries Companies are available for inspection by the Shareholders at the
Registered office of your Company. Your Company undertakes that the Financial statements
of the Subsidiaries Companies shall be made available to the Shareholders of the Company
on demand.
Consolidated Financial Statements:
The consolidated financial statements of your Company for the financial year 2020-21,
are prepared in compliance with applicable provisions of the Companies Act, 2013,
Accounting Standards and Listing Regulations as prescribed by the Securities and Exchange
Board of India (SEBI).
The consolidated financial statements have been prepared on the basis of audited
financial statements of the Company and its subsidiaries.
Audit Committee:
Subsequent to the initiation of the CIRP against the Company, the Audit Committee of
the Board of Directors could not be constituted. Role and responsibilities of the Audit
Committee shall be fulfilled by the Resolution Professional as per the Proviso to
Regulation 15(2B) of the SEBI (LODR) Regulations 2015
Internal Control Systems and their adequacy:
Your Company has an effective Internal Control System to prevent fraud and misuse of
Companys resources and protect shareholders interest. Your Company has an independent
Internal Audit Department to monitor and review and focus onthe compliances of various
business processes. The internal audit report along with audit findings and tracking of
process improvements & compliancesis presented for review to the Audit Committee of
Board of Directors.
The Board of Directors of the Company have adopted various policies like Related Party
Transactions Policy, Whistle Blower Policy, Corporate Social Responsibility Policy, Risk
Management Policy,
Dissemination of Material Events Policy, Documents Preservation Policy, Monitoring and
Reporting of Trading by Insiders, Code of Internal Procedures and Conduct for Regulating,
Code of Practices and Procedures for Fair Disclosures and such other procedures for
ensuring the orderly and efficient conduct of its business for safeguarding of its assets,
the accuracy and completeness of the accounting records and the timely preparation of
reliable financial information.
Vigil Mechanism:
The Board of Directors, on recommendation of the Audit Committee, established a vigil
mechanism by framing a Whistle Blower Policy to deal with instance of fraud and
mismanagement, if any. The Vigil Mechanism framework ensures that strict confidentiality
is maintained whilst dealing with concerns and also that no discrimination shall be meted
out to any person for a genuinely raised concern. The designated officer/ Audit Committee
Chairman can be directly contacted to report any suspected or confirmed incident of fraud/
misconduct.
Remuneration Policy:
The Board of Directors, on recommendation of the Nomination and Remuneration Committee
framed a Nomination and Remuneration policy for selection, appointment and remuneration of
Directors, KMP and Senior Management and matters covered u/s 178(3) of the Companies Act
2013. The details of the same are provided in the Corporate Governance Report.
The Policy is also posted in the Investors section of the Companys website
www.sujana.com.
Particulars of Loans, Guarantees or Investments:
Particulars of Loans, Guarantees and Investments as required under the provisions of
Section 186 of the Companies Act, 2013 are provided in the notes to the Financial
Statements.
Risk Management :
The Risk Management programme at The Company is focused on ensuring that risks are
known and addressed. The Board of Directors, on recommendation of the Audit Committee,
established a robust Risk Management framework by framing a Risk Management Policy to deal
with all risks including possible instances of fraud and mismanagement, if any. The Risk
Management Policy details the Companys objectives and principles of Risk Management along
with an overview of the Risk Management process, procedures and related roles and
responsibilities.
The Board is of the opinion that there are no elements of risks that may threaten the
existence of the Company. The board periodically tracks the progress of implementation of
the Risk Management policy.
Industrial Relations:
Your directors are happy to report that the Industrial Relations
have been extremely cordial at all levels throughout the year.
Sexual Harassment Policy:
The Company as required under the provisions of "The Sexual Harassment of Women at
Workplace (Prohibition, Prevention and Redressal) Act, 2013" has framed a Policy on
Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace and
matters connected therewith or incidental thereto. In the year under review, the Company
has not received any complaint under the said Policy.
Environment and Social Obligation:
The Companys plants comply with all norms set up for clean and better environment by
the competent authorities. The Company undertakes regular checks / inspections including
certification for the maintenance of the environment. The Company values environmental
protection and safety as the major considerations in its functioning. TheCompany has
adequate effluent Treatment Plants to prevent pollution. The Company is continuously
endeavoring to improve the health and quality of life in the communities surrounding its
industrial complexes.
Human Resource Management:
The Company believes that Human Resource is its most valuable resource, which has to be
nurtured well and equipped to meet the challenges posed by the dynamics of Business
Developments. The Company has a policy of continuous training of its employees both
in-house. The staff is highly motivated due to good work culture, training, remuneration
packages and the values, which the company maintains. Your Directors would like to place
on record their deep appreciation of all employees for rendering quality services and to
every constituent of the Company be its customers, shareholders, regulatory agencies or
creditors. Industrial relations have remained harmonious throughout the year.
Insurance:
All the properties and insurable assets of the Company, including Building, Plant and
Machinery, stocks etc., wherever necessary and to the extent required, have been
adequately the covered.
Quality:
Your Company accorded high priority to quality, safety, training, development, health
and environment. The Company endeavours to ensure continuous compliance and improvements
in this regard.
Appreciations:
The Management here bytake this opportunity to express their deep sense of gratitude to
the Central, State Government and Local Authorities, Financial Institutions, Banks,
Customers, Dealers, Vendors andall the stakeholders for their continued cooperation and
support to your Company.
The Management wishes to express its appreciation to all the employees of the Company
for their outstanding contribution to the successful operations of the Company.
The Management specially thank to the shareholders for their continued confidence and
faith in the Company.
| By order of the Resolution Professional |
| FOR NEUEON TOWERS LIMITED |
| Dr. M. S. Sankar- |
| Resolution Professional |
| Place: Hyderabad |
| Date: 06.09.2021. |
+91-9892691696
