IMP Powers Ltd Directors Report

TO THE MEMBERS OF IMP POWERS LIMITED LIQUIDATION AND CORPORATE INSOLVENCY RESOLUTION PROCESS (CIRP)

During the year under review, Mr. Mukesh Verma bearing IP Registration Number IBBI Reg. no. IBBI/IPA-001/IP-P01665/2019-2020/12522 was the Resolution Professional of the Company upto December 18, 2023.

Further, pursuant to the Order dated December 19, 2023, Liquidation of IMP Powers Limited (‘the Company) was ordered by the Honble National Company Law Tribunal, Ahmedabad Bench and Mr. Ravindra Kumar Goyal bearing IBBI Reg. No. IBBI/ IPA-001 /IP-P-02019/ 2020-2021/13098 was appointed as the Liquidator of the Company. Accordingly, the day to day affairs of the Company w.e.f. December 19, 2023 are being managed by the Liquidator under overall supervision of stake holders committee. As on March 31, 2024, the Company was under Liquidation.

The current status of the Liquidation of the Company is given under the para “MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY” forming part of this report.

Pursuant to Section 17 of the Insolvency and Bankruptcy Code, 2016, the powers of Board of Directors of the Company stand suspended effective from the CIRP commencement date i.e. March 29, 2022 and such powers along with the management of affairs of the company were vested with the Resolution Professional till December 18, 2023 and subsequently with the Liquidator w.e.f. December 19, 2023.

Accordingly, Company has prepared Liquidators Report instead of Board report and said report has been signed by Liquidator only instead of Chairman or any director on behalf of Board of Directors (SUSPENDED) as required u/s 134 of the Companies Act, 2013.

The Liquidator has pleasure in presenting the 62^nd Annual Report on the business and operations of the Company together with the Audited Financial Statements along with the report of the Auditors for the year ended 31^st March, 2024.

FINANCIAL SUMMARY

Your Companys Standalone and Consolidated Performance during the Financial Year (F.Y.) 2023 24 as compared with that of the previous Financial Year (F.Y.) 2022 23 is summarized below. The financial highlights of the Company are as follows:

(Rs. In Lakhs)

Particulars	Standalone	Standalone	Consolidated	Consolidated
.	2023-24	2022-23	2023-24	2022-23
Turnover	154.82	2805.01	154.82	2805.01
Other Income	74.49	34.60	74.49	34.60
Total Revenue from Operations	229.31	2839.61	229.31	2839.61
Profit/ (Loss) before Finance Cost, Depreciation &	(1420.49)	(4537.54)	(1420.99)	(4538.04)
Taxes
Less: Depreciation	607.82	627.89	609.81	629.27
Less: Finance Cost	20.68	30.52	20.68	28.63
Profit/ (Loss) before Exceptional Item & Tax	(2048.99)	(5195.95)	(2051.48)	(5195.94)
Exceptional Item	-	-	-	-
Profit/ (Loss) before Tax	(2048.99)	(5195.95)	(2051.48)	(5195.94)
Less: Current Tax	-	-	-	-
Less: Deferred Tax	-	-	-	-
Profit/ (Loss) after Tax	(2048.99)	(5195.95)	(2051.48)	(5195.94)
Earnings Per Share
Basic	(23.72)	(60.16)	(23.75)	(60.17)
Diluted	(23.72)	(60.16)	(23.75)	(60.17)

STATE OF COMPANYS AFFAIRS

During the Financial Year 2023-24, the Company was under CIRP till December 18, 2023 and under Liquidation w.e.f. December 19, 2023. For the financial year ended 31^st March, 2024, your Company has reported standalone total revenue of Rs. 229.31 Lakhs and incurred net loss of Rs. 2048.99 Lakhs as compared to previous years total revenue of Rs. 2839.61 Lakhs and net loss of Rs. 5195.95 Lakhs.

SHARE CAPITAL

The Share Capital of the Company, as on 31^st March, 2024 was 8,63,87,630/- (Rupees Eight Crores Sixty Three Lakhs Eighty Seven Thousand Six Hundred and Thirty only).

The Company has neither issued shares with differential rights as to the dividend, voting or otherwise nor issued sweat equity shares. There is no scheme for employee stock option or provision of money for shares of the Company to the employees or Directors of the Company during the aforesaid period.

TRANSFER TO GENERAL RESERVES AND DIVIDEND

Owing to the losses and ongoing Liquidation, no Dividend is possible for the year ended March 31, 2024 and it is not recommended to transfer any amount to General Reserve for the year ended March 31, 2024. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.

FUTURE OUTLOOK

The Successful Purchaser of the Company has successfully deposited the consideration as per the Letter of Intent (LOI) issued by the Liquidator of the Company for selling the Company as a “Going Concern” as per Regulation 32(e) of the Insolvency and Bankruptcy Board of India (Liquidation Process)

Regulations, 2016 on “As is where is, as is what is, whatever there is and without recourse basis”. The Liquidator has issued a Sale Certificate in favour of Successful Purchaser as per the order of Honourable NCLT, Ahmedabad.

The Company has taken following Operational Steps:

? Change in Business Mix Movement from Govt. business to Non Govt. Business

However, intermittent STOP-START-STOP flipping of business operations lead to lot of uncertainty, impacting our liquidity. INTERNAL FINANCIAL CONTROLS & THEIR ADEQUACY

Your Companys internal controls systems commensurate with the nature and size of its business operations. Adequate internal controls, systems and checks are in place and the management exercises financial controls on the operations through a well-defined budget monitoring process and other standard operating procedures. DIRECTORS RESPONSIBILITY STATEMENT

As stipulated under section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, your Directors hereby state and confirm that:

a) in the preparation of the Annual Accounts for the financial year ended 31^st March, 2024, the applicable accounting standards have been followed. There are no material departures from the applicable accounting standards;

b) 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 the affairs of the Company as on 31^st March, 2024 and of the loss of the Company for that period; c) Proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) Annual Accounts on a going concern basis; e) Internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively and f) Proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

BOARD OF DIRECTORS (SUSPENDED) & KEY MANAGERIAL PERSONNEL

Following are the changes in the Board of Directors and Key Managerial Personnel during the year under review: As your Company is in Liquidation, No Change is proposed. Power of Board of Directors have been suspended pursuant to section 17 of the IBC 2016 on the commencement of the CIRP and Liquidation. Ms. Deepali Rohira was appointed as the Company Secretary and Compliance Officer of the Company w.e.f. August 28, 2023. As the Company was under CIRP/Liquidation during the year under review, the Board of Directors stand suspended and hence annual declarations of Independence from Independent Directors of the Company were not received. Also, the second term of Mr. Ramdas T. RajGuroo, Independent Director (Suspended) is upto September 29, 2024.

MEETINGS OF THE BOARD OF DIRECTORS

During the year under review, due to the ongoing CIRP and Liquidation, the powers of the Board remains suspended and accordingly, no meeting of the Board of Directors or committees thereof were held. Further, the duties and responsibilities of the Board were fulfilled by the Resolution Professional upto December 18, 2023 and by the Liquidator w.e.f. December 19, 2023 and all decisions were taken by the Resolution Professional/ Liquidator at its duly convened meeting. The intervening gap between the meetings was within the prescribed period under the Companies Act, 2013 (“Act”) and SEBI LODR Regulations.

BOARD EVALUATION

As the Company was under CIRP/Liquidation during the year under review, no formal annual evaluation has been done for the directors performance and that of the committees and individual directors as required under the provisions of Section 134 read with Rule 8(4) of the Companies (Accounts) Rules, 2014 during the Financial Year 2023-24.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Familiarization Programme for Independent Directors aims to provide them an opportunity to familiarize with the Company, its Management and its operations so as to gain a clear understanding of their roles, rights and responsibilities and contribute significantly towards the growth of the Company. They have full opportunity to interact with Senior Management Personnel and are provided all the documents required and sought by them for enabling them to have a good understanding of the Company, its business model and various operations and the industry of which it is a part. The details of such familiarization programmes for Independent Directors are posted on the website of the Company viz.

DETAILS OF COMMITTEES OF THE BOARD

1. Audit Committee

Pursuant to the provisions of Section 177(8) of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board & its Powers) Rules, 2014 and Regulation 18 read with Part C of Schedule II of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted an Audit Committee of the Board of Directors. The details regarding the composition and terms of reference of Audit Committee of the Company are disclosed in the report of Corporate Governance, which forms part of this Annual Report.

During the Financial Year 2023-24, no meetings of the Audit Committee were held due to the Company being under CIRP/Liquidation.

2. NOMINATION & REMUNERATION COMMITTEE

Pursuant to the provisions of Section 178 of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board & its Powers) Rules, 2014 and Regulation 19 read with Part D of Schedule II of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Nomination and Remuneration Committee of the Board of Directors. The details regarding the composition and terms of reference of Nomination & Remuneration Committee (“NRC”) of the Company are disclosed in the report of Corporate Governance, which forms part of this Annual Report. Further, due to the Company being under CIRP/Liquidation during FY 2023-24, no meeting of NRC was held during the year under review.

3. STAKEHOLDERS RELATIONSHIP COMMITTEE

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 read with Part D of Schedule II of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Stakeholders Relationship Committee (“SRC” ) of the Board of Directors. The details regarding the composition and terms of reference of Stakeholders Relationship Committee of the Company are disclosed in the report of Corporate Governance, which forms part of this Annual Report. Further, due to the Company being under CIRP/Liquidation during FY 2023-24, no meeting of SRC was held during the year under review.

4. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Pursuant to the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company has constituted a Corporate Social Responsibility (CSR) Committee of the Board of Directors. However, company is not required to incur any expenditure on CSR due to accumulated loses.

DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 and no amount on account of principal or interest on public deposits was outstanding as on March 31, 2024.

EXTRACT OF ANNUAL RETURN

As required under Section 134(3)(a) and Section 92(3) of the Act, the data on Annual Return has been uploaded on the Companys website viz.

SUBSIDIARY

The Company has one subsidiary, namely, IMP Energy Limited (IEL). IEL is engaged in complete EPC Work of small hydro Power (SHP) business. IEL sets up small hydro power plants of upto 5 MW capacity and does the entire EPC work. IEL has already successfully commissioned its 1st hydro project on EPC basis at Bairas (2 x 750KW) in Octo-ber 2017 and 2nd EPC Hydro Project at San-grah (2 x 750KW).

The Company has attached along with its financial statements, a separate statement containing the salient features of the financial statements of the said subsidiary in “Form AOC-1” which is annexed as “Annexure - A”.

As required under Regulation 16(1)(c) of the Listing Regulations, the Company has formulated the Policy on Materiality of Subsidiaries and the same is published on the Companys web-site viz.

As per Section 134 of the Act and Rule 8(1) of the Company (Account) Rules, 2014, the consolidated financial statements have been prepared by the Company in accordance with the Indian Accounting Standards. The audited consolidated financial statements together with the Auditors Report forms part of this Annual Report.

DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the Listing Regulations as amended upto date, the Company has adopted a Dividend Distribution Policy. The same is published on the Companys website at

CHANGE IN THE NATURE OF BUSINESS

During the year under review, there was no change in the nature of business of the Company. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Pursuant to the Order dated December 19, 2023, Liquidation of IMP Powers Limited (‘the Company) was ordered by the Honble National Company Law Tribunal, Ahmedabad Bench and Mr. Ravindra Kumar Goyal bearing IBBI Reg. No. IBBI/ IPA-001 /IP-P-02019/ 2020-2021/13098 was appointed as the Liquidator of the Company. Accordingly, the day to day affairs of the Company w.e.f. December 19, 2023 are being managed by the Liquidator under overall supervision of committee of creditors (SCC).

At present, your company is under Liquidation. The Successful Purchaser of the Company has successfully deposited the consideration as per the Letter of Intent (LOI) issued by the Liquidator of the Company for selling the Company as a “Going Concern” as per Regulation 32(e) of the Insolvency and Bankruptcy Board of India (Liquidation Process) Regulations, 2016 on “As is where is, as is what is, whatever there is and without recourse basis”. The Liquidator has issued a Sale Certificate in favour of Successful Purchaser as per the order of Honourable NCLT, Ahmedabad.

In the Para “Future Outlook”, the Company has already stated the challenges, opportunities, key steps taken by the Company and the Future Outlook.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS

Pursuant to the Order dated December 19, 2023, Liquidation of IMP Powers Limited (‘the Company) was ordered by the Honble National Company Law Tribunal, Ahmedabad Bench and Mr. Ravindra Kumar Goyal bearing IBBI Reg. No. I BBI/ I-001PA /IP-P-02019/ 2020-2021/13098 was appointed as the Liquidator of the Company. Accordingly, the day to day affairs of the Company w.e.f. December 19, 2023 are being managed by the Liquidator under overall supervision of committee of creditors.

Prior to this, the Company was under CIRP upto December 18, 2023.

VIGIL MECHANISM & WHISTLE BLOWER POLICY

The Company has a vigil mechanism/whistle blower policy to deal with instance of fraud and mismanagement. The details of the said policy are explained in the Corporate Governance Report and also posted on the website of the Company viz. .

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information as per Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Account) Rules, 2014 with respect to conservation of energy, technology absorption & foreign exchange earnings and outgo are given in “Annexure B” to this report.

MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES

Disclosure pertaining to the remuneration and other details as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in annexure and forms part of this report. However, as per the provisions of the section 136(1) of the Act, this Report is sent to the shareholders excluding the said information. Any shareholder interested in obtaining such particulars may write to the Company at the Registered Office of the Company.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

The details of related party transactions are provided in the accompanying financial statements. In conformity with the requirements of the Act read with SEBI LODR Regulations, the Policy on Related Party Transactions as approved by the Board is available on the Companys website and can be accessed through

None of the Directors nor KMP had any pecuniary relationships or transactions vis-a-vis the Company except the sitting fees paid to Directors and remuneration paid to KMPs, if any.

During the year under review, no transactions were entered into with any Related Parties. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act, in Form AOC-2 is not applicable to your Company.

PARTICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Pursuant to the provisions of Section 186 of the Act, the details of Loans, Guarantees and Investments made by the Company as at 31^st March, 2023 are given in the notes to the Financial Statements.

RISK MANAGEMENT

Business risks exist for any enterprise having national and international exposure. Your Company also faces such risks, the key ones being - a longer than anticipated delay in economic revival, unfavorable exchange rate fluctuations, emergence of inflationary conditions, rise in counterfeits and look-alikes and any unexpected changes in regulatory framework.

The Company is well aware of these risks and challenges and has put in place mechanisms to ensure that they are managed and mitigated with adequate timely actions.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A report on Management Discussion and Analysis which includes details on the state of affairs of the Company as required under the Regulation 34(2)(e) of SEBI LODR Regulations, forms part of this Annual Report.

CORPORATE GOVERNANCE

Report on Corporate Governance duly approved by the Liquidator/Board of Directors (Suspended) in accordance with SEBI LODR Regulations, along with a certificate from the Statutory Auditors confirming the compliance is given separately in this Annual Report.

AUDITORS

1. Statutory Auditors

Pursuant to Section 139 to 144 of the Companies Act, 2013 and Rules 3 to 6 of the Companies (Audit and Auditors) Rules, 2014 the Members of the Company had at their 61st Annual General Meeting held on 30th September, 2023, approved the appointment of M/s. Shyam S. Gupta as the Statutory Auditors of the Company to hold the office from the conclusion of ensuing 61st AGM till the conclusion of the 62nd AGM of the Company.

Accordingly, the tenure of M/s. Shyam S.

Gupta as the Statutory Auditors expires at this ensuing 62^nd AGM. The Liquidator has proposed the appointment of M/s. BJS and Associates, Chartered Accountants (Firm Regn. No. 113268W) as the Statutory Auditors of the Company for a period of 5 years from the conclusion of this 62^nd Annual General Meeting (“AGM”) upto the conclusion of 67^th AGM of the Company to the shareholders for their approval.

Below are the details of Disclaimer of Opinion in the Auditors Report and the Liquidator response in respect of the same:

1. As per SA 510, para 10, read with SA 705 (Revised) as applicable, when an auditor is unable to obtain sufficient appropriate audit evidence regarding the opening balances, the auditor shall express an opinion (qualified opinion or a disclaimer of opinion), as appropriate, in accordance with SA 705 (Revised). Since we were unable to obtain appropriate audit evidences pertaining to opening balances to the extent as mentioned in subsequent paras and other financial information, (where applicable), we express a disclaimer of opinion Remarks are self-explanatory and hence does not require further explanation from Ex-management/ Liquidator.

2. The company has not carried out detailed assessment of the useful life of Companys assets as company is in progress of updating fixed assets register, so assets wise useful life working is not possible, hence depreciation has been adjusted, based on past historical trend and not as per the notification to Schedule II of the Companies Act, 2013. We are unable to comment on the impact on statement of Profit & Loss Account The Company is under Liquidation. Remarks are self-explanatory and hence does not require further explanation from Ex-management/Liquidator. Depreciation is provided as per Schedule II.

3. The company has not complied with Ind AS 19, with respect to employee benefits. Actuarial valuation certificate has not been obtained for gratuity and other post-employment benefits Already taken the certificate and provision is made according to the Acturian Certificate. Ind AS-19 has been complied.

4. The Company has, on the basis of their internal evaluation, valued inventories for the period ended 31st March, 2024 at Rs. 9,85,22,485. In the view of current Liquidation Process followed by liquidation process, and no production activities since long time and in absence of valuation report and any supporting papers, we are unable to comment on the realizability of the inventories The Company is under Liquidation. Remarks are self-explanatory and hence does not require further explanation from ex-management/Liquidator.

5. For the period ended 31st March 2024, the company has Gross Trade Receivables for Rs. 39,82,93,341 out of which no provision for doubtful debt/ECL has been created in the previous financial years. Further the said balances are aged more-than three years hence, In the view of current Liquidation Process followed by liquidation process, and no production activities during review period and in absence of valuation report and any supporting papers, we are unable to comment on the carrying value of the said receivables. Further in the absence of sufficient appropriate audit evidence we are unable to review said receivables and accordingly necessary audit procedures couldnt be performed on the same The Company is under Liquidation. Remarks are self-explanatory and hence does not require further explanation from ex-management/Liquidator.

6. In absence of independent bank confirmations for 4 current accounts, as required under SA 505 External Balance Confirmation, having a book balance of Rs. 1,52,464.88 as on March 31, 2024 also non-availability of Bank account statements for 4 current accounts having a book balance of Rs. 1,52,464.88 as on March 31, 2024 led to incomplete supporting for our audit opinion. Hence, we are unable to comment on the bank transactions as well as the closing balances as appearing in the books of accounts for the said bank balances The Company is under Liquidation and Bank has not provided relevant information. The claims are already approved and put on respective website by the Liquidator.

7. For the period ended 31st March 2024, the company has reported “Other Current Assets” includes interest accrued/receivables Rs. 6,81,34,772, EMD/ Margin Money and Other Deposits Rs. 1,26,09,438 and Balance with Government Authorities Rs. 49,98,779. The said balances are aged and are subject to confirmations. In the view of current Liquidation Process followed by liquidation process, and no production activities during review period and in absence of any supporting papers, we are unable to comment on the carrying value of the said balances of “Other Current Assets”. Further in the absence of sufficient appropriate audit evidence we are unable to review said receivables and accordingly necessary audit procedures couldnt be performed on the same The Company is under Liquidation. Remarks are self-explanatory and hence does not require further explanation from ex-management/Liquidator.

8. Property, Plant & Equipment - The company has not carried out detailed assessment of the useful life of Companys assets as company is in progress of updating fixed assets register, so assets wise useful life working is not possible, hence depreciation has been adjusted, based on past historical trend and not as per the notification to Schedule II of the Companies Act, 2013. We are unable to comment on the impact on statement of Profit & Loss Account The Company is under Liquidation. Remarks are self-explanatory and hence does not require further explanation from ex-management/ Liquidator. Depreciation is provided as per Schedule II.

9. In respect of Finance cost we draw attention to note no. 47 of the standalone financial statement of the Company, that it has not provided finance cost related with interest expenses for the year ended on March 31, 2024 as the account of the Company has been classified as Non-Performing Assets (NPA) by all lenders on financial facilities availed from them. Due to non-provision of the interest expenses, Loss for the year ended on March 31, 2024 is understated. Amount is not determinable Remarks are self-explanatory and hence does not require further explanation from ex-management/ Liquidator.

10. The Company is in the process of reconciling direct/indirect tax related balances as per books of account and as per tax records. Accordingly, we are unable to comment whether these balances are fairly stated in the books - Remarks are self-explanatory and hence does not require further explanation from ex-management/Liquidator.

11. Material Uncertainty related to Going Concern:

a) the company has accumulated losses and its net worth has been eroded. The company has incurred net loss during the current year and in the earlier year(s), the companys current liabilities exceed its current assets and the company has a high debt-equity ratio as at 31st March, 2024, earnings per share is negative.

b) Uncertainty in Going Concern due to initiation of liquidation vide order date 19th December, 2023 of Honble NCLT Ahmedabad Bench. Accordingly, audited consolidated financial results of the Company for year ended March 31, 2024 have been reviewed by Liquidator. The status of the Company being under liquidation and impact arising therefrom as such cannot be commented upon by us. However, the standalone financial statements are prepared on the going concern assumption.

The Liquidator is striving to maintain the going concern status till a final decision is taken by Honble NCLT.

Further, there are no frauds, details of which as required to be reported under Section 143(12) of the Act.

2.COST AUDITOR

M/s. NNT & Co., Cost Accountant (Formerly known as M/s. N. Ritesh & Associates) were appointed as Cost Auditors by the Company under Section 148 of the Act. The Resolution Professional has re-appointed M/s. NNT & Co. as Cost Auditors of the Company for the Financial Year 2024 25. The Company is seeking the ratification of the remuneration to be paid to M/s. NNT & Co., Cost Auditors of the Company in respect of Cost Audit for the financial year ended 31^st March, 2025 as mentioned in the Notice convening 62^nd AGM.

3. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Resolution Professional had appointed M/s. Harsh Kothari & Associates, Practicing Company Secretaries (ACS: F12935 and CP: 22951), to undertake the Secretarial Audit of the Company for the financial year 2023-24 and issue Secretarial Audit Report. The Secretarial Audit Report for the financial year ended 31^st March, 2024 is appended as “Annexure C-1” to this Report.

The Secretarial Auditor has made following qualifications/observations:

1. As per Section 203 of the Companies Act, 2013 (“the Act”) and as per Regulation 6(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Company had not appointed Company Secretary till August 27, 2023.

2. As per Section 170 of the Act, DIR-12 has to be filed for appointment or Resignation of CFO. Mr. Shanti Lal Surana resigned as the CFO of the Company w.e.f. 04.07.2022. However, DIR-12 for the same is not filed as on the date of issue of this Report.

3. The Company has not filed Form MGT-7 for the year ended 31.03.2023 with the ROC.

4. The Company has not filed Form CRA-2 for the year ended 31.03.2023 and 31.03.2024 with the ROC.

5. The Company has not filed Form CRA-4 for the year ended 31.03.2023 with the ROC. Observations:

6. Delay as observed infiling Form DIR-12 for appointment of Company Secretary during the year under review.

7. There was delay in payment of Listing Fees to stock exchanges under Regulations 14 of the Listing Regulations.

8. The Company has not filed Form MSME-1 for the half year ended 31.09.2023 and 31.03.2024 with ROC.

9. As per Regulation 17 (b) and (c) of the Listing Regulations, the Board of Directors shall comprise of at-least one Women Director and the Board shall comprise of not less than six Directors. However, as on 31.03.2024, there was no Women Director on the Board and there were only four Directors on the Board of the Company. 10. The Company has not submitted the Financial Statements for the period ended 30.06.2023 to the Stock Exchanges within the stipulated time frame as per Regulation 30 and 33 of the Listing Regulations. 11. There was a delay in submission of Investor Grievance Report for the quarter ended 30.06.2023 and 31.03.2024 as per Regulation 13(3) of the Listing Regulations to the Stock Exchanges by the Company. 12. There was a delay in submission of Share Holding Pattern for the quarter ended 30.06.2023 and 31.03.2024 as per Regulation 31(1)(b) of the Listing Regulations to the Stock Exchanges by the Company; 13. There was a delay in submission of Reconciliation of Share Capital Audit Report for the quarter ended 30.06.2023 and 31.03.2024. 14. There was a delay in submission of Certificate under Regulation 40(9) of the Listing Regulations for the year ended 31.03.2024 to the Stock Exchanges by the Company. 15. There was a delay in submission of Certificate under Regulation 7(3) of the Listing Regulations for the year ended 31.03.2024 to the Stock Exchanges by the Company. 16. The Promoter Disclosure as per Regulation 31(4) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 has not been submitted by the Promoters for the year ended March 31, 2024. 17. Website of the Company is not updated as per Regulation 46 of the SEBI LODR. 18. The Company has not submitted the SDD Compliance Certificate. 19. As per Regulation 24(1) of the SEBI (Listing Obligations and Disclosure Requirements), 2015, atleast 1 Independent Director of the Holding Listed Company shall be on Board of Directors of Material Unlisted Subsidiary Company. No Independent Director of the Company is appointed on the Board of IMP Energy Limited (‘Material Unlisted Subsidiary). 20. The Company has not transferred the funds to IEPF as required under the provisions of the Act.

Ex-Managements/ Liquidator response to Qualification/

1. The delay/non-filing of returns/information/ disclosures to the ROC/other statutory or regulatory authorities was due to ongoing CIRP/Liquidation of the Company and limitation of resources and funds.

2. The Company had published an ad in newspaper twice. However, due to the Company being under CIRP, no applications were received. Further, the RP

has appointed Ms. Deepali Rohira as the Company Secretary and Compliance Officer of the Company w.e.f. August 28, 2023.

3. The information regarding resignation of CFO shall be filed with the ROC at the earliest.

4. Due to the Company being under CIRP/Liquidation during the year under review, Board stands suspended and hence no new Directors are appointed.

5. The management of the Company has taken all necessary steps and actions to do proper and timely compliance. It assures to do timely compliance in future under various applicable acts & regulations.

6. The delay in transfer to IEPF was on account of limitation of resources in the Company due to ongoing CIRP. Company is in the process to comply with the same at the earliest.

7. The Company is in the process of complying with all the provisions of the Act and Listing Regulations as mentioned in the Secretarial Audit Report.

8. The Company had filed Form MGT-7 for the year ended 31.03.2023 as an attachment to Form GNL-2. However, the said form was rejected by the ROC. Further, as the Company went into Liquidation w.e.f. 19.12.2023, it is not allowed to file any forms on the MCA V2 portal as its status is “Under Liquidation”. Hence, certain forms which are to be filed by the Company on MCA V2 portal are pending to be filed.

SECRETARIAL AUDIT OF MATERIAL SUBSIDIARY

In accordance with Reg. 24 A of the Listing Regulations, the Secretarial Audit Report of IMP Energy Limited (Material Subsidiary) is attached as Annexure C-2 to this Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

The Company was not in the Top 1,000 companies as per Market Capitalisation as on March 31, 2024, at both the Stock Exchanges, where it is listed namely - BSE Limited and National Stock Exchange of India Limited. Accordingly, the Company is not required to submit a Business Responsibility and Sustainability Report (which replaces the earlier requirement of a Business Responsibility report) in view of Regulation 34 read with Regulation 3(2) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

MAINTENANCE OF COST RECORDS:

The provisions of Section 148(1) of the Act are applicable to the Company. M/s. NNT & Co., Cost Accountant, had been appointed to carry out the Cost Audit of the Company for the FY ended March 31, 2024.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

During the Financial Year under review, your Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI), as far as applicable due to the Company being under CIRP/Liquidation.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has formed a Committee and framed a Policy on “Prevention of Sexual Harassment of Women at Work Place” and matters connected therewith or incidental thereto covering all the aspects as contained under the Sexual Harassment of Women at Work Place (Prohibition, Prevention and Redressal) Act, 2013. During the year under review, no complaints were received pursuant to the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENTS

The Board of Directors/Liquidator places on record its sincere appreciation for the dedicated services rendered by the employees of the Company at all levels and the constructive co-operation extended by them. Your Directors would also like to express their grateful appreciation for the assistance and support by all Shareholders, Government Authorities, Auditors, Bankers, Financial Institutions, Customers, Employees, Suppliers, other business associates and various other stakeholders.

For IMP Powers Limited

Sd/-

 

Ravindra Kumar Goyal

Liquidator

IBBI Reg. No. IBBI/ IPA-001 /IP-P-02019/ 2020-

2021/13098

 

Date: September 2, 2024

Place: Mumbai