To,
The Members,
Techno Forge Limited
Under Corporate Insolvency Resolution Process ("CIRP")
The Directors are pleased to present the Fortieth Annual Report and the Audited
Accounts of the Company for the year ended on 31st March, 2023.
Pursuant to order dated 02.07.2020 of the Honble National Company Law Tribunal -
Ahmedabad Bench at Ahmedabad ("NCLT Order"), Corporate Insolvency Resolution
Process ("CIR Process") has been initiated for the Company in accordance with
the provisions of the Insolvency and Bankruptcy Code, 2016, ("the Code") and
related rules and regulations issued there under with effect from 02-07-2020 (Commencement
Date of Corporate Insolvency Resolution Process). CA Bhavi Shreyans Shah (IP Registration
No: IBBI/IPA- 001/IP-00915/2017-18/11521) was appointed as Interim Resolution Professional
("IRP"). The members of the CoC have in their first meeting dated 04.08.2020
continued CA Bhavi Shreyans Shah as Resolution Professional ("RP") in accordance
with section 22 of the Code.
As per Section 17 (1) of the Code,
(1) From the date of appointment of the interim resolution professional, -
(a) the management of the affairs of the corporate debtor shall vest in the interim
resolution professional;
(b) the powers of the board of directors or the partners of the corporate debtor, as
the case may be, shall stand suspended and be exercised by the interim resolution
professional;
(c) the officers and managers of the corporate debtor shall report to the interim
resolution professional and provide access to such documents and records of the corporate
debtor as may be required by the interim resolution professional;
In view hereof, Annual General Meeting is being called and convened by the Order of RP.
The powers of Board of Directors of the Company stand suspended effective from the CIR
Process commencement date and such powers along with the management of affairs of the
Company are vested with the RP. In view hereof, Annual General Meeting is being called and
convened by the Order of RP.
The RP has relied on the certifications, representations and statements made by the
erstwhile management for such period and is signing the Financial Statements solely for
the purpose of discharging the powers of the Board of directors which have been conferred
upon her by virtue of section 17 of the Code.
1. FINANCIAL RESULTS
|
|
[Rupees in Lacs] |
| Particulars |
For the year ended 31.03.2023 |
For the year ended 31.03.2022 |
| Total Income |
4182.36 |
2748.86 |
| Increase /( Decrease in stock) |
(326.22) |
(351.14) |
| Expenditure |
4452.37 |
2880.78 |
| Finance Charges |
1.53 |
0.94 |
| Gross Profit after interest but before depreciation and taxation |
78.50 |
218.28 |
| Depreciation |
116.49 |
117.01 |
| Profit before provisions and write offs |
(25.10) |
101.27 |
| Tax Expenses |
|
|
| Current Tax |
|
|
| Deferred T ax |
(28.40) |
(19.92) |
| Profit after tax |
3.30 |
121.19 |
| Less: Short provision (Income Tax) |
|
|
| Profit (Loss) for the period |
3.30 |
121.19 |
| Profit carried to Balance Sheet |
3.30 |
121.19 |
2. DIVIDEND
Since the corporate insolvency resolution process (CIRP) of the Company had been in
operation from 02.07.2020 as per the Orders passed by Honble National Company Law
Tribunal, Ahmedabad Bench. Being the transition period the directors (Whose powers have
since been suspended) does not recommend any dividend for the year 2019-20. The Directors
do not recommend any dividend for this year due to inadequate cash resources.
3. OPERATIONS
During the year, the company has achieved sales turnover of Rs. 4169.47 Lacs as
compared to previous year of Rs 2718.42 Lacs. Net profit before tax for the year under
review amounted to Rs. (37.99) Lacs as compared to profit in the previous year of Rs.
101.27 Lacs.
4. DIRECTORS AND NUMBER OF BOARD MEETING
At the ensuing Annual General Meeting, Mr. Arun Kapasi, Director of the Company shall
retire by rotation and are being eligible offer themselves for re-appointment.
Shri Hemant V Chheda your Director of the Company has expired on dated 20.10.2019
The corporate insolvency resolution process (CIRP) of the Company had been in operation
from 02.07.2020 as per the Order passed by Honble National Company Law Tribunal,
Ahmedabad Bench. During the period of CIRP, the powers of Board of Directors were
suspended and the same were vesting with the Resolution Professional. During the period of
CIRP, committee of creditors meeting were held and the same was attended by Resolution
Professional and members of committee of creditors also by Suspended Board of Directors.
5. PUBLIC DEPOSITS
The Company has neither accepted nor renewed any Public Deposits during the year under
review.
6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Steel Industries under core sector and basic requirement for industrial and country
development. Being capital intensive government public expenditure with private
partnership is essential.
a) Industry Structure
Government has to increase IMPORT Duty on Imports of steel and Government projects to
be execute immediately, so, Demand will be increase.
b) Corporate Governance
Being steel process industry is in transmission stage of adoption of international
technology, so, cost effective and mass production will be key factor in process
industries.
Our company has adopted corporate governance and corporate responsibilities such as no
discrimination of cast/sex/religion/culture, conservation of energy, education, training
for staff for handling disaster management, human face of economics etc.
c) Opportunities and Threats
The improvement in the world wide economy has fuelled greater demand for infrastructure
developments which have, in turn, led to increase in the steel demand all over the world.
India as a major steel producer offers an excellent business opportunity which is expected
to continue for some more years to come.
The major threats that affect the performance of the steel industry are often
attributed to low steel consumption, higher cost of various inputs, higher transportation
cost, cheaper imports of finished products etc.
Your Company has, however, analyzed the trends in the steel industry and rapid
development occurring in the world of steel. Strategies are constantly reworked to
minimize the adverse implications.
Further due to COVID-19 epidemic, there is uncertainty in Industry, which is considered
to be one of threats.
d) Outlook
It is expected that the Government would remain committed to development in
infrastructure facilities, globalization and carrying out third generation economic
reforms which would lead to rise in demand for steel and other related products.
Consistent growth in global as well as Indian economy points out to a bright future for
the steel and other related industries.
e) Risks and Concerns:
Your Company has taken a number of steps with a view to keep its position intact in the
market. Your Company has been in constant touch with its valuable Customers and has been
attempting to rope in new customers and widen its customer base which will all help the
Company when it restarts its operations.
Your Company has also been in touch with major suppliers so that non-availability of
any critical inputs on time does not pose any problem in future.
All the fixed and current assets have been insured on the basis of market value
(indemnity) and as per expert opinion of an approved valuer, and security has been stepped
up at plant premises to safeguard the properties of the Company.
For exports exchange rate risk is very closely monitored and with currencies such as US
Dollar and Euro being volatile the company is also forward booking and making options
against the exports. However, the total exports of the company are not more than 10% of
entire sales.
f) Adequacy of Internal Control
The Company has an adequate internal controls system commensurate with its size and the
nature of its business. The Audit Committee of the Board of Directors reviews the adequacy
of internal controls.
g) Human Resource Development
Your Company continued to have cordial and harmonious relations with its employees.
h) Discussion on financial performance with respect to operational performance
During the year Company registered a turnover of Rs. 4219.07 Lacs as compared to
previous year of Rs. 2748.85 Lacs.
7. AUDITORS
M/s. Mahesh A Mehta and Co, Chartered Accountants, Ankleshwar, is the auditors and have
fixed their remuneration.
Management reply to auditors observation to the Auditors Report:
Minor delay in payment of Excise Duty, Cess, Service Tax, Income Tax, Provident Fund,
Employees State Insurance, and Professional Tax etc will be taken care of in future.
Default in repayment of dues to financial institutions was because of slowdown in the
business & non recovery of funds from market.
8. Disclosure under the Companies Act, 2013
Information given below is pursuant to various disclosures requirements prescribed
under the Companies Act, 2013 and the rules made there under, to the extent applicable to
the Company.
a) conservation of energy, technology absorption, foreign exchange earnings and outgo
i. Conversion of Fuel
The Company has invested in press technology instead of hammer to make less pollution
and up to par with international standard.
ii. Foreign Exchange Earning and outgo
| Foreign Exchange expenditure: |
Rs nil |
| Foreign Exchange earned: |
Rs. 18,42,80,068/- |
b) Extract of Annual Return and other Disclosures:
The Extract of Annual Return in the Form no. MGT 9 as per section 134 (3)(a) of the Act
read with Rule 8 of the Companies (Accounts) Rules, 2014 and Rule 12 of the Companies
(Management and Administration) Rules, 2014 is annexed to this report as Annexure I.
c) Particulars of Loans, Guarantees and Investments :
During the period under review, your Company has not directly or indirectly -
i. Given any loan to any person or body corporate other than usual advances envisaged
in a contract for supply of materials or equipments or jobs work , if any,
ii. Given any guarantee or provided any security in connection with loan to anybody
corporate or any person.
iii. Acquired by way of subscription, purchase or otherwise, the securities of anybody
corporate
d) Particulars of contracts or arrangements with related parties:
No agreement was entered with related parties by the Company during the current year.
The Company presents all related party transactions before the Board specifying the
nature, value, and terms and conditions of the transaction. Transaction with related
parties are conducted in a transparent manner with the interest of the Company and
Stakeholders as utmost priority
As all the related party transactions were entered by the Company in ordinary course of
business and were in arms length basis, a FORM AOC- 2 is attached to this report as
Annexure II.
e) Material Changes and commitments, if any affecting the financial position of the
company which have occurred between the end of the Financial year of the Company to which
date the financial statements relate and the date of the Report:
There were no changes occurred between the financial year ended on 31.03.2023 and the
date of the Report.
f) Adequacy of Internal Financial Controls
The Company has laid down adequate Internal Financial Controls with reference to
Financial Statements, commensurate with its size and nature of business operations.
g) Secretarial Audit Report
Pursuant to provisions of section 204 of the Companies Act, 2013 and the Rules made
there under, a Secretarial Audit Report given by CS Anisha Jhunjhunwala, a company
secretary in practice shall be annexed with the report. (Annexure II)
The Board of Directors shall provide explanations or comments on every qualification,
reservation or adverse remark or disclaimer made by the company secretary in practice in
the secretarial audit report.
h) Corporate Social Responsibility
The Company has not developed and implemented any Corporate Social responsibility
initiatives as the said provisions are not applicable.
10. CORPORATE GOVERNANCE
A separate report on Corporate Governance as required under Regulation 34 of the SEBI
(LODR) Regulations, 2015 is included in this Annual Report along with the certificate of
M/s. Mahesh A Mehta & Co, Chartered Accountants, Ankleshwar, Statutory Auditors of the
Company confirming its compliance with the conditions of Corporate Governance stipulated
under the said Regulation.
11. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the Section 134 (3) (c) of the Companies Act, 2013, the Directors
state that:
a. In the preparation of the annual accounts for the year the applicable Accounting
Standards have been followed and there are no material departures.
b. Accounting Policies have been consistently applied. The Directors have 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 on 31st March, 2023 and the profit and loss of
the Company for the accounting year ended on that date
c. Proper and sufficient care for maintenance of adequate accounting records has been
taken in accordance with the provision of the Act so as to safeguard the assets of the
Company and to prevent and detect fraud and other irregularities;
d. The annual accounts have been prepared on a going concern basis.
12. ACKNOWLEDGEMENT
Suspended Board of Director acknowledges the support received from all its Business
Associates, Bankers, depositors, shareholders and other business constituents.
Suspended Board of Director also wish to record their appreciation of the contribution
made by employees during this challenging year.
| Regd. Office: |
By Order of the Resolution Professional, For Techno Forge Limited (IN CIRP) |
| 1022, GIDC Industrial Area, |
|
| Ankleshwar - 393 002. |
|
| Date: 02/09/2023 |
Ashok M. Kapasi |
|
Chairman |
|
(Suspended Board of Director) |
|
DIN:00041185 |
+91-9892691696
