IVRCL Director Discussions


To

The Members,

IVRCL Limited

Pursuant to the orders of Honble National Company Law Tribunal (NCLT), Hyderabad, Corporate Insolvency Resolution Process (CIRP) had been initiated in respect of IVRCL Limited ("the Company") under the provisions of the Insolvency and Bankruptcy Code, 2016 ("the Code") with effect from 23rd February, 2018.

In this connection, Mr. Sutanu Sinha had been appointed as Resolution Professional (RP) to carry out the activities relating to CIRP as per the rules, regulations and guidelines prescribed by the Code.

Since the company was under Corporate Insolvency Resolution Process (CIRP), as per Section 17 of the Insolvency & Bankruptcy Code, from the date of appointment of the Resolution Professional -

(a) the management of the affairs of the company was vest in the Resolution Professional.

(b) the powers of the Board of Directors company stood suspended and exercised by the Resolution Professional.

(c) the officers and managers of the company to report to the resolution professional and provide access to such documents and records of the company as may be required by the Resolution Professional.

1. LIQUIDATION

The Honble National Company Law Tribunal, Hyderabad Bench ("NCLT") has passed its order dated July 26, 2019 read with corrigendum order issued on July 31, 2019 for "Liquidation of M/s IVRCL Limited as going concern" and appointed Mr. Sutanu Sinha as the Liquidator of the Company.

Claims and Distribution of assets in Liquidation under Insolvency and Bankruptcy Code (IBC).

The proceeds from the sale of the Company for "Liquidation as going concern" shall be distributed as per section 53 of the Insolvency and bankruptcy Code 2016 (IBC). Updated list of Stakeholders is hosted at the Companys website.

During liquidation Period, all of the powers of Board of Directors and Key managerial persons and the partners of the Corporate debtors, as the case may be, at cease to have effect and vested in the During liquidation Period, all of the powers of Board of Directors and Key managerial persons and the partners of the Corporate debtors, as the case may be, at cease to have effect and vested in the Company Liquidator.

E-auction Process and Distribution of Sale Proceeds of IVRCL Limited under Liquidation as Going Concern

1. First E-auction Process: As per order dated 26th August 2021 of the Honble National Company Law Tribunal (NCLT), Hyderabad Bench after exclusion of time period from which Successful bidder in First E-Auction who eventually failed to pay the sale price and as a result entire bid process stood cancelled.

2. Second E-auction Process: The Second E-auction Process for the sale of the IVRCL Limited/Company as a going concern was to be conducted on 04th October 2021. However, in view of non-deposit of Earnest Money Deposit by prospective bidders within the timeline, i.e., by 30th September 2021, the entire bid process under the Second E-Auction Process for sale of IVRCL Limited as a going concern stood cancelled.

3. Third E-auction Process: Pursuant to the Invitation for EOI issued on 20th November 2021, Mr. Ponguleti Prasad Reddy, along with other Members through SPV ("Qualified Bidder") submitted EOI along with documents and EMD amount of INR 50 Crores to participate in the Third E-Auction Process for sale of IVRCL Limited under Liquidation as going concern. The third E-Auction for sale of IVRCL Limited as going concern was conducted on 15th December 2021 where no bid was received on E-Auction portal. In terms of Third E-Auction Process Information Document issued by Liquidator, Qualified Bidder offer at minimum Reserve Price of INR 1200 Crores was considered as successful Bid and Qualified Bidder was declared as ("Successful Bidder").

The Honble NCLT vide its order dated 15th June 2022 directed the payment schedule within which the successful bidder is required to make the payment of the balance sale consideration of Rs. 1150 crores in 6 tranches of INR 200 Crore each and directed to make strict adherence to the timelines as provided in the table detailing the payment schedule and failure or any delay on part of Successful Bidder to make payment in time shall attract the interest @12% p.a. for such delayed period.

The Successful bidder had already paid INR 50 Crore as part of EMD amount and INR 100 Crore as part of 1st Tranche payment, and the same has been distributed among the secured financial creditors upon receipt of executed undertaking after keeping aside the CIRP and Liquidation Cost as per Section 53 of the IBC, 2016.

Due to non-adherence to the timelines as provided by NCLT for payment of the balance sale consideration, the Stakeholders Consultation Committee of the company vide its meeting held on July 28, 2023 has decided to cancel the bid. Accordingly the Liquidator issued letter to the Erstwhile Successful Bidder under Third E-auction process for cancellation of Demand Notice dated December 29, 2021 for proposed sale of the Company pursuant to the E-auction of the Company conducted on December 15, 2021. This has been challenged by M/s. Raghava Square Private Limited (Successful Bidder).

All these matters are pending before Honble NCLT for hearing.

2. FINANCIAL HIGHLIGHTS

The Liquidator presents the 36th Annual Report of IVRCL Limited ("Company") with Audited Financial Statements of the Company for the Financial Year 2022-2023.

Standalone
Particulars FY 2021-22 FY 2022-23
Total Revenue 2,865.18 740.43
Less: Interest 19,038.47 22302.51
Depreciation 180.38 131.92
Exceptional item NIL NIL
Provision for Tax / Reversal of Tax in Current Year (15.03) (15.03)
(Loss)/Profit after Tax (19,526.01) (23035.16)
Paid-up Capital 1,565.80 1565.80
Reserves & Surplus (1,00,596.76) (123631.67)

3. DIVIDEND

Since your company is under Liquidation as a going Concern and incurring losses the Liquidator expresses his inability to recommend any dividend for the financial year 2022-2023.

4. PERFORMANCE REVIEW

Your company achieved a gross turnover of Rs. 740.43 million for the financial year 2022 -23 as against Rs. 2865.18 million in the previous financial year. Profit/ (Loss) after Tax (PAT) stood at Rs. 23035.16 million as compared to Rs. (19526.01) million for the previous financial year.

During the year under review, there is no change in nature of business of the company and no material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company.

Shortage of working capital and initiation of liquidation process have negative impact on the performance of the company.

5. TRANSFER TO RESERVES

Since your company is under Liquidation as a going Concern and incurring losses no reserves to be transferred for the financial year 2022 2023.

6. BUSINESS REVIEW

The Management Discussion and Analysis Section of the Annual Report present a detailed business review of the company.

7. CHANGE IN SHARE CAPITAL

There is no change in the share capital of the Company during the year under review. The trading in the shares has been suspended by NSE & BSE from 3rd September 2019 due to Liquidation of the Company as a going concern.

8. SUBSIDIARY COMPANIES

The Company has 26 direct subsidiaries and 3 associate companies within the meaning of Section 2(87) and 2(6) of the Companies Act, 2013 respectively (hereinafter referred as "Act). There has been no material change in nature of business of the subsidiaries. Pursuant to Proviso to Section 129(3) of the Act, a statement containing the salient features, brief details of performance and financials of the Subsidiaries, Associates and Joint Venture Companies, for the financial year ended March 31, 2022 is attached to Financial Statements of the Company.

M/s. IVRCL Chengapalli Tollways Limited, one of the subsidiaries of IVRCL Limited was admitted into Corporate Insolvency Resolution Process on April 20, 2022 and Resolution Professional was appointed. The Resolution process of the company was successfully completed and the Resolution plan was approved by the National Company Law Tribunal (NCLT) on 1st May 2023.

In view of approval of the resolution plan by the NCLT, M/s. IVRCL Chengapalli Tollways Limited ceased to be a subsidiary of IVRCL Limited from the date of approval.

Pursuant to Section 136 of the Act, the financial statements including consolidated financial statements, other relevant documents and audited accounts of subsidiaries of the company are available at website of the Company www.ivrcl.com under Financials Section and will be available for inspection by any member at the Registered office of the Company on all working days during business hours.

The Board has adopted a policy for determining material subsidiaries of the Company, as per SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015. The said policy is hosted at the Companys website at the link http://www.ivrcl.com/downloads/PolicyonMaterialSubsidiaries_New.pdf

9. CONSOLIDATED FINANCIAL STATEMENTS

In terms of Section 129(3) of the Companies Act, 2013 and Regulation 34 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015, Consolidated Financial Statements of the Company prepared in accordance with Accounting Standards issued by Institute of Chartered Accountants of India, are attached and forms part of the Annual Report.

10. FIXED DEPOSITS

During year under review, your company has neither invited nor accepted any Fixed Deposits from the public.

11. CORPORATE GOVERNANCE

Detailed Report on Corporate Governance as stipulated under Schedule V of SEBI LODR Regulations is provided under separate section and forms part of this Report.

The requisite certificate from Practicing Company Secretaries, confirming the compliance of the conditions stipulated under SEBI LODR Regulations is attached to the Report on Corporate Governance.

12. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As stipulated under SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 the Report on Management Discussion and Analysis is annexed to this report and forms part of the Annual Report.

13. POLICY ON CODE OF CONDUCT

The Company laid down a "Code of Conduct" for all Board members and Senior Management Personnel. The said code of conduct is hosted at the Companys website.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL.

The Company is under Liquidation as a going concern since 26th July 2019 vide NCLT order read with corrigendum order dated 31st July 2019. By virtue of NCLT order all the powers of the Board of Directors and Key managerial personnel shall cease to have effect and shall be vested with the Liquidator. In addition to the above powers the Liquidator shall exercise the powers and duties as enumerated in section 35 to 50, 52 to 54 of the Insolvency and Bankruptcy Code 2016 read with Insolvency and Bankruptcy Board of India (Liquidation Process) Regulations 2016.

There are no changes in Directors and Key Managerial Personnel of the Company during the year.

15. MEETINGS OF THE BOARD

No meetings were conducted by the Board of Directors since the powers of the Board of Directors have been suspended w.e.f. 23.02.2018 pursuant to the orders dated 23.02.2018 of Honble National Company Law Tribunal (NCLT) on commencement of CIRP and subsequently on Liquidation of the Company as a going concern dated 26th July 2019 read with corrigendum order dated 31st July 2019.

16. BOARD COMMITTEES

Since the powers of the Board of Directors have been suspended w.e.f. 23.02.2018 pursuant to the orders dated 23.02.2018 of Honble National Company Law Tribunal (NCLT), the powers of the various committees have also been suspended w.e.f. the same date on commencement of CIRP and subsequently on Liquidation of the Company as a going concern. Hence no meetings have been conducted.

17. BOARD EVALUATION

Since the powers of the Board of Directors have been suspended w.e.f. 23.02.2018 pursuant to the orders of Honble National Company Law Tribunal (NCLT) dated 23.02.2018 on commencement of CIRP and subsequently on Liquidation of the Company as a going concern, evaluation of Board has not taken place.

18. AUDITORS AND THEIR REPORTS

Statutory Auditors

M/s. Chaturvedi & Co., Chartered Accountants (Firm Registration No. 302137E) were appointed as Statutory Auditors of the company at the Annual General Meeting held on 31st day of December, 2022, for a period of 5 years [i.e. from the F.Y 2022-23 to F.Y 2026-27].

During the year under review, no fraud has been reported by auditors under sub-section(12) of Section 143 of the Act.

The Comments for the qualifications in the Auditors Report on the financial statements of the Company for financial year 2022-23 are as provided in the "Statement on Impact of Audit Qualifications" which is annexed hereafter and forms part of this report.

Secretarial Auditor

As per the provisions of Section 204 of the Act, the Company appointed M/s. D. Hanumanta Raju & Co, Practicing Company Secretaries as Secretarial Auditor for the purpose of auditing the Secretarial activities of the Company for the financial year 2022-23.

The Secretarial audit report issued by the said auditor has been annexed to this report as Annexure A. The Secretarial Audit Report contains qualifications. Since the Board is suspended and the Company is in Liquidation as a going concern comments on the qualifications are not provided.

Cost Auditor

As per the provisions of Section 148 of the Act read with Rules made thereunder, the company appointed M/s. Sagar & Associates, Practicing Cost Accountants as Cost Auditor for the purpose of auditing the Cost accounting records maintained by the company for the financial year 2022-23.

19. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES

The particulars of loans, investments made and guarantees issued under Section 186 of the Act, during year under review, are provided in notes to financial statements, which forms part of this report.

20. RELATED PARTY TRANSACTION

As per the requirement of provisions of the Act and SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015, the Company has formulated a policy on Related Party Transactions (RPT) to ensure the transparency in transactions between the company and related parties. The said RPT Policy is also available at Companys website at the link http://www.ivrcl.com/downloads/RelatedPartyTransactionPolicy.pdf

All Related Party Transactions entered by the Company during the year under review were in ordinary course of business and on Arms length basis. There were no materially significant related party transactions entered by the company during year under review.

Since all the related party transactions entered into by the Company, were in ordinary course of business and were on Arms length basis, disclosure in form AOC- 2 as required under Section 134(3)(h) of the Act is not applicable.

The details of related party transactions pursuant to Accounting Standards are provided in notes to financial statements.

21. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of operations. The details relating to internal financial controls and their adequacy are included in the Management Discussion and Analysis Report, which forms part of this Report.

22. RISK MANAGEMENT

The company has established Risk Management process to manage risks with the objective of maximizing shareholders value. The details of various risks that are being faced by the Company are provided in Management Discussion and analysis Report, which forms part of this Report.

23. WHISTLE BLOWER POLICY

The Board has adopted a Whistle Blower Policy as stipulated under Section 177(9) of the Act and SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 to report the genuine concerns of the employees and Directors.

The Whistle Blower Policy adopted by the Company is hosted on Companys website at the link http://ivrcl.com/downloads/WhistleBlowerPolicy.pdf

24. SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or tribunals impacting the going concern status and Companys operations in future.

25. CASES FILED UNDER SEXUAL HARASSMENT ACT

No cases were filed pursuant to the Sexual Harassment of Women at work Place (Prevention, Prohibition and Redressal) Act, 2013, during the year under review.

26. PARTICULARS OF EMPLOYEES

The statement containing the information pertaining to employees as required under Section 197(12) of the Act read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, is annexed to this report. Having regard to provisions of Section 136 of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining the said information may write to Company Secretary and the same will be furnished on request.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure B to this Report.

27. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo:

Conservation of Energy is an ongoing process in the Companys activities. The core activity of the company is civil construction which is not an energy intensive activity.

There is no information to be furnished regarding Technology Absorption as your Company has not undertaken any research and development activity in any manufacturing activity nor any specific technology is obtained from any external sources which needs to be absorbed or adapted.

Innovation is a culture in the Company to achieve cost efficiency in the construction activity to be more and more competitive in the prevailing environment and the effect of the same cannot be quantified.

The particulars of expenditure and earnings in Foreign currency are provided in notes to financial statements.

28. CORPORATE SOCIAL RESPONSIBILITY

As per the provisions of Section 135 of the Act, the Company has constituted the CSR committee to formulate, implement and monitor the CSR Policy of the Company. However as the Company does not have average net profits for the three immediately preceding financial years, the Company was not required to make any expenditure on CSR activities during financial year 2022 -23 as specified under Section 135(5) of the Act.

Hence the information on CSR activities as required under Section 135(5) of the Act and Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014, has not been provided by the Company, for the financial year 2022-23.

29. EXTRACT OF ANNUAL RETURN

The Annual Return in form MGT- 9 as required under Section 92 of the Companies Act, 2013 is provided at the company website. For details please click www.ivrcl.com.

30. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS.

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board meetings and Annual General Meetings.

31. INDUSTRIAL RELATIONS

The Company enjoyed cordial relations with the employees during the year under review and the Management appreciates the employees of all cadres for their dedicated services to the Company.

32. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the Liquidator hereby state that:

(a) in preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(b) the Liquidator had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the Liquidator had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the Liquidator had prepared the annual accounts on a going concern basis; and

e) the Liquidator , in the case of a listed company, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(e) the Liquidator had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

(f) The Company being liquidated as going concern, all Disclosers are done in accordance with Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (‘the Act) read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015, and presentation requirements of Division II to Schedule III subject to various overriding provisions of IBC 2016 as and where applicable.

33. CORPORATE INSOLVENCY RESOLUTION PROCESS (CIRP) AND LIQUIDATION AS A GOING CONCERN

The Company was under CIRP and subsequently under liquidation as going concern and information pertaining to the process is available at the Company website www.ivrcl.com.

34. ACKNOWLEDGEMENTS AND APPRECIATIONS

The Liquidator wishes to express appreciation of the support and co-operation of the Stakeholders, various departments of Central and the State Governments, Bankers, Financial Institutions, Suppliers, Employees, Associates , Subcontractors and others.