shree rajeshwaranand paper mills ltd Directors report

To,

The Members,

An application for initiation of Corporate Insolvency Resolution Process was filed by Bank of India under Section 7 of Insolvency and Bankruptcy Code, 2016 before Honble NCLT, Ahmedabad Bench. The said application was admitted vide its order dated 07^th December, 2022 in its CP (IB) 09 of 2021 and appointed Ms. Vineeta Maheshwari as the Interim Resolution Professional of the Company. Accordingly, a public announcement dated 16^th December, 2022 was effected inviting claims of the creditors against the Company. Pursuant to Section 14 of Insolvency and Bankruptcy Code, 2016 on initiation of Corporate Insolvency Resolution Process of the Company, the moratorium was declared and in accordance with Section 17 of the Code, 2016 the powers of Board of Directors were suspended and are vested with Resolution Professional of the Company.

Further, Committee of Creditors in their 04^th meeting dated 02^nd February, 2023 resolved to appoint Mr. Sunit Shah having IP Registration No.: IBBI/IPA-001/IP-P00471/2017-18/10814 as the Resolution Professional of the Company to carry out the functions entrusted by the provisions of the Insolvency and Bankruptcy Code, 2016, Rules and Regulations thereto. Further, in accordance with the provisions of Section 23 of the IBC, 2016, the resolution professional shall conduct the entire corporate insolvency resolution process and manage the operations of the corporate debtor during the corporate insolvency resolution process period. Accordingly, your Company is presently undergoing CIRP under the provisions of the Code along with the Regulations and Rules thereunder.

During the corporate insolvency resolution process, the board of directors have failed to provide cooperation due to which inadvertent delay has been caused in conducting the process on timely basis. No documents/ information were provided to the Resolution Professional by the suspended board of directors of the Company, considering which the Resolution Professional had filed an application before Honble NCLT under Section 19(2) of Insolvency and Bankruptcy Code, 2016 having its IA No. 158 of 2023.

In accordance with "IBC, 2016" and "CIRP Regulations" Resolution Professional has invited expression of Interested (EOI) from prospective Resolutions Applicants (PRAs) to submit the Resolution Plan for the Company. The Resolution Professional till date had received 04 Resolution Plans from the prospective Resolution Applicants. The Resolution Professional is under the process of verification of the said resolution plans and subsequently the complied plans shall be kept before the committee of creditors for their approval.

1. FINANCIAL RESULTS:

PARTICULARS	2022-23	2021-22
Revenue from Operation	0	0
Other Income	0	0
Total Income	0	0
Total Expenses	4,79,549	0
Profit / (Loss) before Tax	(4,79,549)	0
Balance of Profit/ (Loss) for the Period	(4,79,549)	0

2. OPERATION & REVIEW:

The operations of the Company were shut down since 2020 due to closure of the newsprint factory due to lack of demand caused because of sudden lockdown imposed due to Covid-19 pandemic. Since then the Company had not regained the operations.

3. DIVIDEND:

In view of losses suffered during the year, the Board of Directors has not recommended any dividend on the Equity Shares for the year under review ended 31^st March, 2023.

4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Since there was no unpaid/unclaimed dividend, the provisions of Section 125 of the Companies Act, 2013 do not apply.

5. PRODUCTION, SALES AND WORKING RESULTS:

The operations and working of the Company are suspended since the year 2020 due to nationwide lockdown imposed in the view of the Covid-19 and since then the financial position of the Company is deteriorating considering that the financial creditors had also served the notices and filed an application against the Company for their pending dues.

6. CORPORATE INSOLVENCY RESOLUTION PROCESS:

The Company was admitted under corporate insolvency resolution process vide the NCLT order dated 07^th December, 2022 having order no. CP (IB) 09 of 2021, based on the application filed by Bank of India under Section 7 of Insolvency and Bankruptcy Code, 2016. Ms. Vineeta Maheshwari was appointed as the Interim Resolution Professional of the Company and subsequently a public announcement was effected inviting claims from the creditors of the company.

Mr. Sunit Shah was appointed as the Resolution Professional by the Honble NCLT, Ahmedabad Bench through its IA No. 282 of 2023 dated 13^th March, 2023. After taking charge as the Resolution Professional, the list of creditors were updated time and again based on the new information made available to the RP. In accordance with the provisions of the Insolvency and Bankruptcy Code, 2016, RP has conducted the process of CIRP by conducting 24 meetings of Committee of Creditors as on date of this report.

7. LISTING:

The Equity Shares of the Company are listed on BSE Limited.

8. SUSPENSION OF TRADING IN EQUITY SHARES:

The Companys Equity Shares has been suspended for trading due to non-payment of Annual Listing Fees.

9. SHARE CAPITAL:

The Paid up Share Capital of the Company as on 31^st March, 2023 was Rs. 1245.00 Lakh. As on 31^st March, 2023, the Company has not issued shares with differential voting rights nor granted stock options nor do sweat equity and none of the Directors of the Company hold any convertible instruments.

10. RESERVES:

During the financial year, the Company has transferred loss of Rs. 4,79,549/- to the general reserve of the Company.

11. CHANGE IN THE NATURE OF THE BUSINESS:

During the period under review, there is no change in the nature of the business of the Company.

12. DIRECTORS & KMP:

The provisions as specified in Regulation 17 of SEBI (LODR) Regulations, 2015 related to "Composition of Board of Directors" shall not be applicable during the Insolvency Resolution Process period in respect of a listed entity, which is undergoing Corporate Insolvency Resolution Process.

The suspended management of the Company as on date of this report are:

Sr. No.	Name of the Director	DIN	Designation
1.	Prakashchandra Rasiklal Vora	00612357	Managing Director
2.	Ashit Lilchand Modi	08751527	Independent Director
3.	Jayeshkumar Tulsidas Surati	AVHPS8050Q	Chief Financial Officer
4.	Hemali Shripal Vora*	08751537	Director

*Note: Ms. Hemali Shripal Vora had resigned from the management vide its letter dated 16^th October, 2020 but the said resignation has not been accepted by the board of directors.

Balkrushna Ganapatbhai Kahar having DIN: 08757068 had tendered his resignation vide 11^th March, 2021 from his position as Non-Executive Independent Director.

13. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

The Board may have adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

The Company is undergoing Corporate Insolvency Resolution Process and the affairs of the Company are being managed by the Resolution Professional. Due to inadequate data and information and consistent non-cooperation by the suspended management, the RP is unable to comment upon the internal controls and their adequacy.

14. KEY MANAGERIAL PERSONNEL:

Your Company is presently undergoing CIRP under the provisions of the Code along with the Regulations and Rules there under.

Balkrushna Ganapatbhai Kahar having DIN: 08757068 had tendered his resignation vide 11^th March, 2021 from his position as Non-Executive Independent Director.

The Board of Directors of your Company as at 07^th December, 2022(i.e. the date of supersession of the erstwhile board of directors) consisted of 04 Directors, out of which 03 were Independent Directors.

All these directors were suspended by the Honble NCLT, Ahmedabad Bench and the powers of Board of Directors are now vested with the Resolution Professional.

15. PERFORMANCE EVALUATION OF THE BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

Since the powers of the Board of Directors have been suspended with effect from 07^th December, 2022 pursuant to the order dated 07^th December, 2022 passed by Honble National Company Law Tribunal (NCLT), Ahmedabad Bench evaluation of Board has not taken place for the year 202223.

16. INDUSTRIAL RELATIONS:

The industrial relations continued to remain cordial and peaceful. However, the Companys Newsprint Paper Manufacturing Plant which contributed majority of the revenues had been shut down in March, 2020 since there was no demand for newsprint paper since the implementation of countrywide lockdown. Owing to the uncertainty regarding the resumption of the plant and scale of viable operations, most of the workers and employees have left the Company to seek better opportunities.

During the period under review, the operations of the Company continue to be non-operative.

17. PARTICULARS OF EMPLOYEES:

There is no Employee drawing remuneration requiring disclosure under Rule 5(2) of Companies Appointment & Remuneration of Managerial personnel) Rules, 2014.

18. RELATED PARTY TRANSACTION AND DETAILS OF LOANS, GUARANTEES, INVESTMENT & SECURITIES PROVIDED:

Details of Related Party Transactions and Details of Loans, Guarantees and Investments covered under the provisions of Section 188 and 186 of the Companies Act, 2013 respectively are given in the notes to the Financial Statements attached to the Directors Report in Note No. 30.

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

a) Conservation of energy: Not Applicable as the Company under the CIRP and there are not any business operations during the year.

b) Technology absorption: Not Applicable as the Company under the CIRP and there are not any business operations during the year.

c) Foreign exchange earnings and outgo: Not Applicable

20. CORPORATE GOVERNANCE:

As provided under Regulation 15(2) of the SEBI (LODR) Regulations, 2015, the compliance with Corporate Governance as specified in Regulation 17 to 27, 46 (2)(b) to (i) & para c, d & e of Schedule V are not applicable to the Company as paid-up share capital doesnt exceed Rs. 10 Crore and Net Worth doesnt exceed Rs. 25 Crore, as on the CIRP commencement date.

21. EXTRACT OF ANNUAL RETURN

The extract of Annual Return as per section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and administration) Rules, 2014 in Form MGT-9 is annexed herewith to this report as "Annexure - B"

22. MANAGEMENT DISCUSSION ANALYSIS:

The Management Discussion and Analysis Report on the operations of the Company, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not provided in view the Company is under CIRP.

23. SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Resolution Professional had appointed M/s Prachi Prajapati & Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company.

The Secretarial Audit Report is attached herewith as Annexure A.

Pursuant to circular No CIR/CFD/CMD1/27/2019 dated February 08, 2019, issued by the Securities and Exchange Board of India (SEBI) the Company has obtained Annual Secretarial Compliance Report, from a Practicing Company Secretary (PCS) on compliance of all applicable SEBI Regulations and circulars/ guidelines issued there under and the copy of the same shall be submitted with the Stock Exchanges within the prescribed due date.

24. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS RELATIONSHIP COMMITTEE:

The provisions as specified in Regulations 18, 19, 20 and 21 of SEBI (LODR) Regulations, 2015 shall not be applicable during the insolvency resolution process period in respect of a listed entity.

25. AUDITORS:

a. STATUTORY AUDITORS:

M/s. MAAK & Associates, (Firm Registration No. 135024W), Chartered Accountants was appointed as Statutory Auditors of your Company at the Annual General Meeting held on 28^th September, 2020 for a term of 5 (Five) consecutive years.

The modified Report given by the Auditors on the financial statements of the Company is part of the Annual Report.

The observations and comments, if any appearing in the auditors Report are selfexplanatory and do not call for any further explanation/clarification.

b. SECRETARIAL AUDITOR:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s Prachi Prajapati & Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as "Annexure A".

The qualifications, adverse remark, if any appearing in the Secretarial Auditors Report are annexed in the report.

c. COST AUDITOR:

Due to discontinuance of operations of the factory of the Company and further no operating activity during the period under review, No Cost Auditor was appointed.

26. INSURANCE:

The Companys properties including building, plant and machinery, stocks, stores etc. continue to be adequately insured against risks such as fire, riot, strike, civil commotion, malicious damages, machinery breakdown etc. as per the consistent policy of the Company.

27. DEPOSITS:

The Company has not accepted during the year under review any Deposits and there were no overdue deposits.

28. SUBSIDIARIES/ ASSOCIATES/ JVs:

As on 31^st March, 2023, the Company does not have any Subsidiary, Associate or Joint Venture company. Hence, preparation of consolidated financial statements and statement containing salient features of the Subsidiary/ Associate or Joint Ventures companies in Form AOC-1 as per the provisions of Section 129 of the Companies Act, 2013 is not applicable to the Company.

29. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

During the period under review, an application for admission of the Company under Corporate Insolvency Resolution Process was filed by Bank of India under Section 7 of Insolvency and Bankruptcy Code, 2016. The said application was admitted by Honble NCLT, Ahmedabad Bench vide its CP (IB) 09 of 2021 dated 07^th December, 2022. Pursuant to Section 14 of the Insolvency and Bankruptcy Code, 2016, moratorium is being levied on the corporate debtor and further in accordance with Section 17 of the Code, the powers of board of directors were suspended and are vested with the Resolution Professional.

As on the date of this report, IP Sunit Shah has been appointed as the Resolution Professional of the Corporate Debtor and the affairs of the Company are being managed by the RP.

30. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

Except as disclosed in this report, there were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this report.

31. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has constituted Internal Complaints Committee (ICC) which is responsible for redressal of complaints related to sexual harassment. During the year under review, there were no complaints pertaining to sexual harassment.

32. SECRETARIAL STANDARDS:

The Company complies with the Secretarial Standards issued by the Institute of Company Secretaries of India which are mandatorily applicable to the Company.

33. DISCLOSURE OF ACCOUNTING TREATMENT:

In the preparation of the financial statements, the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act, 2013. The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements.

The Resolution Professional while discharging his duties has prepared the financial statements of the Company. Detailed verification and authentication of the facts has provided in the Audit report is not been conducted by the RP and shall not be held liable for any irregularities, if any.

34. DISCLOSURE OF MAINTENANCE OF COST RECORDS:

The suspended management of the Company had failed to cooperate with the Resolution Professional during the process of corporate insolvency resolution by not providing the adequate information and data related to the Company.

Considering which the Resolution Professional had filed an application before Honble NCLT, Ahmedabad Bench against the suspended management under Section 19(2) of Insolvency and Bankruptcy Code, 2016 vide its IA No. 158 of 2023. Due to lack of information, the Resolution Professional is unable to comment on the maintenance of the cost records of the Company.

35. DIRECTOR RESPONSIBILITY STATEMENT:

The financial statements of your Company for the financial year ended March 31, 2023 have been prepared by the RP while discharging his duties by complying with every applicable laws of the Company. With respect to the financial statements for the financial year ended March 31, 2023, the RP has signed the same solely for the purpose of ensuring compliance by the Corporate Debtor with applicable laws, and subject to the following disclaimers:

The Resolution Professional has however not authenticated the correctness of the financial statements for the FY 2022-23 in all respect including but not limited to the Company Act, 2013 and the Income Tax Act, 1961, especially when they belong to the period before appointment of the undersigned i.e. before 13^th March, 2023.

In certain instances, the amount of the claim admitted or to be admitted by the RP under CIRP process may differ from the amount reflecting in the books of accounts of your Company. The audited financial statements are drawn on the basis of figures appearing in the books of accounts of your Company as on March 31, 2023.

The RP has signed the financial statements solely for the purpose of compliance and discharging his duties during CIRP period of your Company and in accordance with the provisions of the IBC, read with the regulations and rules there under, and based on the explanations, clarifications, certifications, representations and statement made by the existing staff of your Company in relation to the data pertaining to the period prior to the joining of the present management and does not have knowledge of the past affairs, finances and operations of your Company.

36. ACKNOWLEDGMENT:

The Resolution Professional express his sincere appreciation for the co-operation and assistance received from shareholders, bankers, financial institutions, regulatory bodies, government Authorities and other business constituents during the year under review. The Resolution Professional also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff and look forward to their continued support in future.

FOR, SHREE RAJESHWARANAND PAPER MILLS LIMITED (IN CIRP)

Sd/- Sunit J. Shah	Prakashchandra Rasiklal Vora
Resolution Professional	Managing Director
IP Reg. No: IBBI/IPA-001/IP-P00471/2017-18/10814	DIN:00612357
AFA Valid till: 22/11/2024	Suspended Board of Management
Place: Ahmedabad
Date: 19th January, 2024