Dear Members,
We hereby present the Annual Report together with the Audited Accounts
of our business and operations for the financial year ended 31st March, 2023.
The Honble National Company Law Tribunal (NCLT), Kolkata Bench,
vide its order dated October 21, 2021 had admitted the Company for initiation of Corporate
Insolvency Resolution Process (CIRP) under the Insolvency and Bankruptcy Code, 2016 (IBC)
("the Code") and appointed Mr. Girish Siriram Juneja having Registration no
IBBI/IPA-001/IP-P00999/2017-18/11646 as the Interim Resolution Professional. In an appeal
filed by the promoters with NCLAT opposing the admission of the Company to Insolvency the
Honble NCLAT New Delhi stayed the Constitution of the CoC (Committee of Creditors)
by its order dated October 28, 2021. Further NCLAT vide its order dated January 18, 2022
vacated the stay on the formation of COC. Thereafter at the 1st Meeting of the Committee
of Creditors of the Company held on January 28, 2022 the evoting results of which
concluded on February 9, 2022, the Interim Resolution Professional Mr. Girish Siriram
Juneja was appointed as the Resolution Professional (RP) and he is being supported in the
CIRP by EY Restructuring LLP as the Insolvency Professional Entity.
As per the provision of IBC 2016, the RP had initiated the resolution
process for the Company by inviting expression of interest through publication of Form G
on March 25, 2022. RP received various Expression of Interests from different applicants
and he received resolution plans on July 25,2022. On October 28, 2022, the resolution plan
submitted by AGI Greenpac Limited (AGI) has been approved by the CoC and accordingly, the
RP has filed the plan for approval with the Honble NCLT which is pending.
FINANCIAL HIGHLIGHTS* (in Lakhs)
Particulars |
For the
year ended
31st March, 2023 |
For the year ended
31st March, 2022 |
Gross sales (including excise
duty) |
2,45,735 |
2,08,715 |
Profit before interest,
depreciation and tax |
-9,926 |
-10,914 |
Interest and finance charges |
2,734 |
12,039 |
Profit/Loss before
depreciation and tax |
-12,659 |
-22,953 |
Depreciation |
10,631 |
11,900 |
Exceptional Profit |
- |
- |
Profit/Loss before tax &
after exceptional profit |
-23,290 |
-34,852 |
Profit/Loss for the year
(Before Other Comprehensive Income) |
-23,290 |
-34,852 |
Balance brought forward from
previous year |
-1,65,378
|
-1,30,951 |
Amount available for
appropriation |
-1,88,805
|
-1,65,378 |
Balance carried forward to the
next year |
-1,88,805 |
-1,65,378 |
*figures have been regrouped and rounded off.
RESULTS OF OPERATIONS AND THE STATE OF COMPANYS AFFAIRS
During the financial year, your Company reported total income of Rs.
2,45,735 Lakhs in F.Y. 2022-23 compared to Rs. 2,08,715 Lakhs in F.Y. 2021-22. Your
Company recorded an EBITDA of Rs. (9,926) Lakhs and a net loss of Rs. 23,290 Lakhs during
the year under review.
The financial position of the Company continues to be under severe
stress. The situation further deteriorated, due to increase in Power & Fuel and Raw
Material costs. Due to paucity of funds, your Company could not do any maintenance of
Capex and also failed to meet its debt obligation.
DIVIDEND & RESERVE
Your Directors do not recommend any dividend for the year ended
2022-23. Further, during the year under review, no amount was transferred to General
Reserve.
ISSUE OF SHARES
The paid up Equity Share Capital as at 31st March, 2023 stood at Rs.
17,91,07,130 i.e. 8,95,53,565 equity shares of Rs. 2/- each. The Company has not issued
shares with differential voting rights, nor has granted any stock options or sweat equity.
As on 31st March, 2023, none of the Directors of the Company, hold instruments convertible
into equity shares of the Company.
SUBSIDIARY COMPANY
As on 31st March, 2023, your Company does not have any Subsidiary
Company.
TRUST SHARES
During the year, one of the lender has sold the pledged 18,83,204
equity shares of the company held by M/s Ace Trust in which the Company has sole
beneficial interest for Rs 298.91 lakhs and the same has been adjusted towards the
principal obligation of the debt. As on date an aggregate amount of Rs. 1,716.89 lakhs
have been adjusted against principal obligation of debt with credit to Capital reserve.
DIRECTORS & KEY MANAGERIAL PERSONNEL
Since the Company is undergoing Corporate Insolvency Resolution Process
(CIRP) w.e.f 21st October 2021, the powers of the Directors have been suspended and such
powers are vested in Mr. Girish Siriram Juneja, in the capacity of Resolution
Professional.
Shri Sanjay Somany (DIN:- 00124538) was the Chairman & Managing
Director of the Company. At present he is suspended as per CIRP order.
Shri Mukul Somany (DIN:- 00124625) was Vice - Chairman & Managing
Director of the Company. At present he is suspended as per CIRP order.
Pursuant to Section 152(6) of the Act read with rules made thereunder
and the Articles of Association of the Company, Shri Mukul Somany (DIN: 00124625),
Director of the Company retires by rotation at the forthcoming Annual General Meeting and
being eligible offers himself for re-appointment. The (RP & Directors) recommends the
re-appointment of Shri Mukul Somany as Director of the Company. A brief profile of Shri
Mukul Somany along with requisite details as stipulated under Regulation 36(3) of Listing
Regulations and Secretarial Standard on General Meetings (SS-2) issued by the Institute of
Company Secretaries of India (ICSI) are provided in notice forming part of this Annual
Report.
Shri Ratna Kumar Daga (DIN: 00227746), Smt. Rita Bhimani (DIN:
07106069) & Shri Amal Chandra Saha (DIN: 00443348) are the Independent Directors of
the Company.
The Company has received declarations from all the Independent
Directors of the Company, confirming that, they meet the criteria of Independence, as
prescribed under Section 149(6) of the Companies Act, 2013. Roles, responsibilities and
duties of Independent Director are uploaded on the Companys website at the link
https://www.hngil.com/ uploads/11fb8c8e32c94916f244c21ae65ff3b6.pdf
Pursuant to the applicable provisions of the Companies Act, 2013 and
the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a structured questionnaire was
prepared, after taking into consideration the various aspects of the Boards
functioning, composition of the Board, its Committees, culture, execution and performance
of specific duties, obligations and governance. The Company has devised a Policy for
performance evaluation of Independent Directors and Board, which include criteria for
performance evaluation of the non-executive directors and executive directors.
The performance evaluation of the Independent Directors, Chairman and
the Non Independent Directors were carried out. The RP & the Directors expressed their
satisfaction with the evaluation process, on the basis of recommendations from Nomination
and Remuneration Committee.
The following policies of the Company are attached herewith and marked
as "Annexure I":
- Nomination & Remuneration Policy.
- Board Evaluation Policy.
Smt. Pritha Bose has been appointed as the Company Secretary of the
Company with effect from 27th June, 2023 and Shri Mukund Chandak had resigned with effect
from 31st March, 2023 and Shri Bimal Kumar Garodia is acting as the Chief Financial
Officer of the Company since 26th April, 2008 and continues to act so.
The details of Key Managerial Personnel of the Company are as follows:-
Sl No. |
Name of
Key Managerial Personnel |
Designation |
1 |
Shri
Sanjay Somany |
Managing Director
(suspended) |
2 |
Shri
Mukul Somany |
Managing Director
(suspended) |
3 |
Shri
Bimal Kumar Garodia |
Chief Financial Officer |
4 |
Smt. Pritha
Bose |
Company Secretary &
Compliance Officer |
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, the Directors hereby confirm
that –
- In the preparation of the annual accounts for the year ended 31st March, 2023, the
applicable Accounting Standards had been followed along with proper explanation relating
to material departures.
- The Directors have selected such accounting policies and applied them consistently and
made judgements 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 31st March, 2023 and of the loss of
the Company for the year ended on that date.
- The Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act, for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities.
- The Directors have prepared the annual accounts on a ‘going concern basis.
- The Directors have laid down internal financial controls to be followed by the Company
and that such internal financial controls are adequate and are operating effectively; and
- ) The Directors have devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems are adequate and operating effectively.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to Rule 3 of the Investor Education and Protection Fund
(Uploading of information regarding unpaid and unclaimed amounts lying with Companies)
Rules, 2012, including any till date amendments, the Company has uploaded the details of
unpaid and unclaimed amounts lying with it on the Ministry of Corporate Affairs website.
The Company has transferred the unpaid dividend amount for FY 2012-13
to the IEPF account. However, the linking of the amount transferred by the Bank to the
MCA/IEPF account is pending due to some technical glitch. The Company is continuously
communicating with the Bank/ MCA and taking steps to resolve the issue. Equity shares in
respect of which, the dividend for the year 2012-13 remained unclaimed for seven
consecutive years has been transferred to the IEPF Authority, in compliance with Section
124 of the Companies Act, 2013, read with rule 6 of the Investor Education and Protection
Fund (Accounting, Audit, Transfer and Refund) Rules, 2017, after giving individual notices
to concerned Shareholders and advertisements in newspapers.
CORPORATE GOVERNANCE
The Company has been practicing the principles of good corporate
governance with a view to achieve transparent, accountable and fair management. The Report
on Corporate Governance, along with the Certificate of the Auditors M/s.
M. Rathi & Co., confirming the compliance of Corporate Governance,
as stipulated in Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations
& Disclosures Requirement) Regulations, 2015, forms an integral part of the Annual
Report.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
The contracts/arrangements/transactions entered by the Company, during
the financial year with the related parties were in the ordinary course of business and on
an arms length basis. All the related party transactions are with the approval of
the Audit Committee and are periodically placed before the RP & the directors, for
review. During the year under review, the Company has not entered into any
contract/arrangement/transactions with related parties, which could be considered material
in accordance with the policy of the Company on materiality of related party transactions.
The Policy on materiality of related party transactions and dealing
with related party transactions, as approved by the Board may be accessed on the
Companys website at the link:
https://www.hngil.com/uploads/c90668a5f25a922faa07d164c0a9568c. pdf
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Corporate Social Responsibility Committee has been formulated and
comprises of Shri Mukul Somany, (Chairman), Shri Sanjay Somany and Smt. Rita Bhimani as
members. Since, the Company has suffered losses in the previous financial years as well as
in the current financial year, no expenditure was incurred on CSR activities.
The CSR Policy may be accessed on the Companys website at the
link: https://www.hngil.comuploads/93ba57f26619b9fa9dae1ca3538f3446.pdf
DEBT MANAGEMENT
The Honble National Company Law Tribunal (NCLT), Kolkata Bench,
vide its order dated October 21, 2021 had admitted the Company for initiation of Corporate
Insolvency Resolution Process (CIRP) under the Insolvency and Bankruptcy Code, 2016 (IBC)
("the Code") and appointed Mr Girish Siriram Juneja having Registration no
IBBI/IPA-001/IP-P00999/2017-18/11646 as the Interim Resolution Professional. In a appeal
filed by the promoters with NCLAT opposing the admission of the Company to Insolvency the
Honble NCLAT New Delhi stayed the Constitution of the CoC (Committee of Creditors)
by its order dated October 28, 2021. Subsequently NCLAT vide its order dated January 18,
2022 vacated the stay on the formation of COC. Thereafter at the 1st Meeting of the
Committee of Creditors of the Company held on January 28, 2022 the evoting results of
which concluded on February 9, 2022, the Interim Resolution Professional Mr Girish Siriram
Juneja was appointed as the Resolution Professional (RP) and he is being supported in the
CIRP by EY Restructuring LLP as the Insolvency Professional Entity.
As per the CIRP timelines, the 180 days of the CIRP period (excluding
82 days of stay period) expired on July 10, 2022. The RP had filed an application for
extension with the Honble National Company Law Tribunal, Kolkata Bench seeking an
extension of a period of 90 days till October 08, 2022 under Section 12(2) of the Code and
the same was approved. RP filed for further extension of a period of 30 days and the same
was also approved making the last date of CIRP as November 06, 2022. As per the provision
of IBC 2016, the RP had initiated the resolution process for the Company by inviting
expression of interest through publication of Form G on March 25, 2022. RP received
various Expression of Interests from different applicants and he received resolution plans
on July 25,2022. On October 28, 2022, the resolution plan submitted by AGI Greenpac
Limited (AGI) has been approved by the CoC and accordingly, the RP has filed the plan for
approval with the Honble NCLT, Kolkata bench on November 05, 2022 which is pending
as on date. However, some applications have been filed with Honble NCLAT, New Delhi,
the outcome of same is pending till date.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Managements Discussion and Analysis under Schedule V read with
Regulation 34(3) of the SEBI (Listing Obligations & Disclosures Requirement)
Regulations 2015 has been presented in a separate section and forms part of this Annual
Report.
CONSOLIDATED FINANCIAL STATEMENTS
During the year under review, the Company has no subsidiary and/or
joint venture and/or associate Company and accordingly, your Company is not required to
prepare consolidated financial statements, including Form AOC-1 for F.Y.2022-23.
RISK MANAGEMENT
Risk management is embedded in your Companys operating framework.
The Company manages and monitors various risks and uncertainties that can have some
adverse impact on the Companys business. Your Company believes that managing risks
helps in maximising returns. Your Company is giving major thrust in developing and
strengthening its internal audit, so that risk threat can be mitigated. The Companys
approach to address business risks is comprehensive and includes periodic review,
mitigating controls and reporting mechanism.
Since, your Company is not among top 1000 listed companies based on
market capitalization as on 31st March, 2023, constitution of Risk Management Committee is
not required, in accordance with SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, read with till date amendments, However the provisions of Section
177(4) (vii) of the Companies Act, 2013 require that every Audit Committee shall act in
accordance with the terms of reference specified in writing by the Board, which shall
inter alia include evaluation of risk management systems. In line with above, it is
therefore,
required for the Company to frame and adopt a "Risk Management
Policy"(this Policy) in accordance with Section 134(3)(n), 177 (4)(vii) and other
applicable provisions of the Companies Act,2013, read with regulation 17(9), 21 and other
applicable regulations of the SEBI (Listing Obligation Disclosure Requirements)
Regulations, 2015.
The Company has a formal Risk Management Policy and may be accessed on
the Companys website at the link https://www.
hngil.com/uploads/10250602fdfe89b1148677226c6055fd.pdf.
INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY
Your Company has a comprehensive and effective internal control and
risk mitigation system, including internal financial control, for all the major processes,
to ensure reliability of financial reporting, timely feedback on operational and strategic
goals, compliance with policies, procedures, law and regulations, safeguarding of assets
and economical and efficient use of resources. The Companys internal control system
is commensurate with its size, scale and complexities of its operations. The main thrust
of internal audit is to test and review controls, appraisal of risks and business
processes, besides benchmarking controls with best practices in the industry.
The Audit Committee of the Company, actively reviews the adequacy and
effectiveness of the Internal Control Systems and suggests improvements. The Company has a
robust Management Information System (MIS), which is an integral part of the control
mechanism.
AUDITORS AND AUDITORS REPORT
Statutory Auditors
The Company has following joint Statutory Auditors namely: -
M/s Lodha & Co, Chartered Accountants (ICAI Registration number
301051E), who were appointed as the Statutory Auditors of the Company, to hold office for
a term of 5 (five) consecutive years from the conclusion of the 76th Annual General
Meeting till the conclusion of the 81st Annual General Meeting.
M/s JKVS & Co, (Formerly M/s Jitendra K Agarwal & Associates)
Chartered Accountants (Firm Registration No. 318086E). who were appointed as the Joint
Statutory Auditors of the Company to hold office from the conclusion of 72nd AGM until the
conclusion of the 77th AGM of the Company.
The RP and the directors at its meeting held on 8th August, 2023 has
recommended the reappointment of M/s JKVS & Co, ( Formerly M/s Jitendra K Agarwal
& Associates) Chartered Accountants (Firm Registration No. 318086E) as statutory
auditors for the second term of 5 years (Five) years, from the conclusion of the 77th
Annual General Meeting till the conclusion of 82nd Annual General Meeting to be held in
the year 2028 for approval of shareholders of the Company based on the recommendation of
the Audit Committee.
The Company has received written consent (s) and certificate(s) of
eligibility in accordance with section 139, 141 and other applicable provisions of the
Companies Act, 2013 and Rules issued thereunder (including any statutory modification(s)
or re-enactment(s) thereof for the time being in force) from M/s JKVS & Co.
Further, as required under Regulation 33 (1) (d) of the SEBI (LODR)
Regulations, 2015, M/s JKVS & Co, have confirmed that they have a valid certificate
from the CA Institute as required under listing regulations.
Statutory Auditors Report
The management response to the following qualifications / observations
made in the Independent Auditors Report is stated as under:
Details of Audit Qualification:
- Qualification regarding Going Concern.
- Qualification regarding final decision and outcome of Corporate Insolvency Resolution
Process (CIRP).
- Qualification regarding adjustment against outstanding loan balances.
- Qualification regarding non accounting of interest post initiation of CIRP.
- Qualification regarding reinstatement of ECB Borrowing and related interest.
- Qualification regarding set aside corpus fund by consortium lenders for meeting legal
expenses.
- Qualification regarding non-reconciliation of certain debit and credit balances.
Management Response
The Management/RP is of the view that the are making best efforts to
achieve favorable order in ongoing litigations in order to protect the value of the assets
and is making efforts to revive operations. As per rules and regulations of the Corporate
Insolvency Resolution Process (CIRP) stipulated under the Insolvency and Bankruptcy Code
2016, RP has invited resolution plans from the eligible prospective resolution applicants
and he received resolution plan on July 25, 2022, On October 28, 2022 the Resolution plan
submitted by AGI Greenpac Limited (AGI) has been approved by the CoC and accordingly, the
RP filed the plan for approval with the Honble NCLT, Kolkata Bench on November 05,
2022, which is pending as on date. In line with the objective of the IBC to run the
Company as Going Concern, the financial results for the year ended 31st March, 2023 have
been prepared on Going Concern basis. In view of the Management and RP, the Going Concern
assumption considered for the preparation of financial results has not been vitiated. The
ultimate outcome can only be ascertained after initiation of Resolution Plan.
The Statutory Auditors as well as Secretarial Auditor have stated that
since the Company has defaulted in payment of interest on Non-Convertible Debentures, all
the Directors are disqualified from being appointed as Director in terms of Section 164
(2) of the Act.
However, the management is of the view that based on the written
representations received from the Directors as on March 31, 2023, taken on record by the
RP & the directors and the legal opinion obtained by the Company from a Senior
Advocate who is a Government Pleader – High Court for the State of West Bengal, none
of the Directors are disqualified from being appointed as a Director in terms of Section
164 (2) of the Act.
INTERNAL AUDITORS
During the year under review, the Company had an In-house audit team
for conducting the in-house audit of the Company, which was headed by Shri Somnath
Sengupta, Sr. Vice President (Management Audit), However, due to superannuation of Shri
Sengupta, the audit team has been dismantled and the internal audit is outsourced.
Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the rules made thereunder, the Company has appointed Shri Babu Lal Patni (F.C.S. No.
2304, C.P. No. 1321), Practising Company Secretary to conduct the Secretarial Audit for
the financial year 2022-23. The Secretarial Audit Report for the financial year ended 31st
March, 2023, is annexed herewith and marked as "Annexure II" to this report.
Annual Secretarial Compliance Report
Pursuant to Circular CIR/CFD/CMD1/27/2019 dated February 8, 2019 issued
by the SEBI, the Company has received Annual Secretarial Compliance Report from Babul Lal
Patni, Practising Company Secretary on compliance of all applicable SEBI Regulations and
Circulars/Guidelines issued thereunder and the same has been submitted to the Stock
Exchanges.
DISCLOSURES
Audit Committee
The Audit Committee comprises of 2(two) Independent Directors namely
Shri Ratna Kumar Daga (Chairman and Independent Director) & Shri Amal Chandra Saha
(Member and Independent Director) and 1 (One) Executive Director, namely Shri Mukul Somany
as member. All the recommendations made by the Audit Committee were accepted by the RP
& the Directors, during the financial year 2022-23.
Presently, the composition of the Audit Committee is as follows:
Sl No. |
Name of
Key Managerial Personnel |
Designation |
1 |
Shri
Ratna Kumar Daga |
Chairman |
2 |
Shri Amal
Chandra Saha |
Member |
3 |
Shri Mukul
Somany |
Member |
Vigil Mechanism/Whistle Blower Policy
The Company has a Vigil Mechanism, which also incorporates a Whistle
Blower Policy for Directors and Employees to report their concerns about unethical
behavior, actual or suspected fraud or violation of the Companys Code of conduct.
Disclosures can be made by a Whistle Blower, through an email to the Chairman of the Audit
Committee.
The Policy may be accessed on the Companys website at the link:
https://www.hngil.com/ uploads/6d68cf57fb915efa23aa97c7b76c0301.pdf
Secretarial Standards
During the year under review, the Company has complied with the
applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
Meetings of the RP & the directors
During the year under review 4 (four) meetings of the RP and the
Directors have been held through Video Conferencing (VC) or Other Audio Visuals Means
(OAVM) in accordance with various Circulars issued by Securities Exchange Board of India
and Ministry of Corporate Affairs in view of COVID-19 pandemic situation. The maximum
interval between any two meetings did not exceed 120 days, as prescribed in the Companies
Act, 2013. Details of compositions and other information are provided in the Corporate
Governance Report.
Annual Return
The Annual Return as required under Section 92 and Section 134 of the
Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration)
Rules, 2014 is posted on Companys website at www.hngil.com.
Particulars of Loans, Guarantees or Investment made, guarantee given
and securities provided.
Particulars of Loans given, Investments made, Guarantee given and
securities provided along with the purpose for which, the Loan or Guarantee or Security is
proposed to be utilized by the recipient are provided in the Financial Statements.
Change in nature of Business
During the year under review, there has been no change in the nature of
business of the Company.
Remuneration from Subsidiary
Since the Company has no Subsidiary, this is not applicable.
Significant or Material Order
Except as disclosed in this Report, no significant and material order
was passed by any regulator or court or tribunal, which impacts the going concern status
of the Company or will have any bearing on Companys operations in future.
Material Changes and Commitments
The Honble National Company Law Tribunal (NCLT), Kolkata Bench,
vide its order dated October 21, 2021 had admitted the Company for initiation of Corporate
Insolvency Resolution Process (CIRP) under the Insolvency and Bankruptcy Code, 2016 (IBC)
("the Code") and the management of the affairs of the Company vested on RP.
Sexual Harassment
During the year under review, no case was reported pursuant to the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Annual Listing Fees
The Companys shares continue to be listed at the National Stock
Exchange of India Limited, BSE Limited and The Calcutta Stock Exchange Limited.
The Annual Listing fee for the F.Y. 2023-24 has been paid to all these
Exchanges.
Particulars of Employees and Related Disclosures
In terms of Section 197(12) of the Act, read with Rule 5(1) (2) &
(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rule 2014, a
Statement showing the names and other particulars of the employees drawing remuneration in
excess of the limits set-out and other details as required in the said rule are provided
as "Annexure III".
Conservation of Energy, Technology Absorption And Foreign Exchange
Earnings And Outgo
The statements containing the required particulars under the Act are
provided as "Annexure IV" and forms a part of this report.
DISCLOSURE IN RESPECT OF STATUS OF APPLICATION OR PROCEEDING PENDING
UNDER THE INSOLVENCY AND BANKRUPTCY CODE
The Honble National Company Law Tribunal (NCLT), Kolkata Bench,
vide its order dated October 21, 2021 had admitted the Company for initiation of Corporate
Insolvency Resolution Process (CIRP) under the Insolvency and Bankruptcy Code, 2016 (IBC)
("the Code") and appointed Mr Girish Siriram Juneja having Registration no
IBBI/IPA-001/IP-P00999/2017-18/11646 as the Interim Resolution Professional. In a appeal
filed by the promoters with NCLAT opposing the admission of the Company to Insolvency the
Honble NCLAT New Delhi stayed the Constitution of the CoC (Committee of Creditors)
by its order dated October 28, 2021. Subsequently NCLAT vide its order dated January 18,
2022 vacated the stay on the formation of COC. Thereafter at the 1st Meeting of the
Committee of Creditors of the Company held on January 28, 2022 the evoting results of
which concluded on February 9, 2022, the Interim Resolution Professional Mr Girish Siriram
Juneja was appointed as the Resolution Professional (RP) and he is being supported in the
CIRP by EY Restructuring LLP as the Insolvency Professional Entity.
As per the CIRP timelines, the 180 days of the CIRP period (excluding
82 days of stay period) expired on July 10, 2022. The RP had filed an application for
extension with the Honble National Company Law Tribunal, Kolkata Bench seeking an
extension of a period of 90 days till October 08, 2022 under Section 12(2) of the Code and
the same was approved. RP filed for further extension of a period of 30 days and the same
was also approved making the last date of CIRP as November 06, 2022. As per the provision
of IBC 2016, the RP had initiated the resolution process for the Company by inviting
expression of interest through publication of Form G on March 25, 2022. RP received
various Expression of Interests from different applicants and he received resolution plans
on July 25,2022. On October 28, 2022, the resolution plan submitted by AGI Greenpac
Limited (AGI) has been approved by the CoC and accordingly, the RP has filed the plan for
approval with the Honble NCLT, Kolkata bench on November 05, 2022 which is pending
as on date. However, some applications has been filed with Honble NCLAT, New Delhi,
the outcome of same is pending till date.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME
OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
During the year under review, no such valuation was done at the time of
one time settlement and while taking loan from bank or financial institution.
Personnel and Industrial Relations
Your Company takes pride in the commitment, competence and dedication
shown by its employees in all the areas of business. People are the Companys key
assets. The focus in F.Y. 2022-23, was on enhancing employee engagement and driving
performance excellence, to achieve the Companys long term vision. Your Company is
consolidating the human resource operations and the internal systems, to enhance the
operations of the Company. The Company continued to actively drive the Ethics and
Compliance agenda via trainings, programs and employee engagements, focusing on non-
retaliation and zero tolerance to non-compliance. HR function is a critical pillar to
support the organizations growth and its sustainability in the long run.
Acknowledgements
Your Directors & RP would like to place on record, their
appreciation to the employees, at all levels, for their contribution to the Companys
performance, but for whose hard work and support, your Companys achievements would
not have been possible. Your Directors & RP wish to thank its customers, dealers,
agents, suppliers, investors and bankers, for their continued support and faith reposed in
the Company.
For and on behalf of the Company
Sanjay Somany
Place : Kolkata Director
Date : 08.08.2023 (DIN: 00124538)
+91-9892691696
