Viksit Engineering Ltd Directors Report

To The Members,

Viksit Engineering Limited

(Company Under Corporate Insolvency Resolution Process)

The National Company Law Tribunal (“NCLT”), Mumbai Bench, vide its order dated December 08, 2023 (“Insolvency Commencement Date & NCLT Order”) has admitted the application for initiation of Corporate Insolvency Resolution Process (“CIRP”) filed by Epoch Merchantiles Pvt. Ltd (“Financial Creditor”) under Section 7 of Insolvency and Bankruptcy Code, 2016 (“Code”). Mr. Dinesh Kumar Deora (IP Registration No. IBBI/IPA-002/IP-N00958/2020-2021/13041) was appointed as Interim Resolution Professional (“IRP”) to manage affairs of the Company in accordance with the provisions of Code. Thereafter, in the first meeting of Committee of Creditors held on January 05, 2024, Mr. Dinesh Kumar Deora had been confirmed as Resolution Professional (“RP”) with respect to the Company.

Pursuant to the NCLT Order and in line with the provisions of the Code, the powers of the Board of Directors are suspended and the same are to be exercised by Mr. Dinesh Kumar Deora, Resolution Professional.

In terms of Regulation 15 (2A) & (2B) of SEBI (LODR) Regulations, 2015, though the provisions of Regulations 17,18 and 19 in relation to Board of Directors, Audit Committee, and Nomination and Remuneration Committee respectively, shall not be applicable during the insolvency resolution process period in respect of a listed entity which is undergoing CIRP under the Insolvency and Bankruptcy Code as the role and responsibilities of the Board of Directors as specified under regulation 17 shall be fulfilled by the interim resolution professional or resolution professional in accordance with sections 17 and 23 of the Insolvency and Bankruptcy Code, the Resolution Professional deems fit to continue with the Audit Committee and Nomination and Remuneration Committee in order to continue the operations of the Corporate Debtor as a going concern.

Since the powers of Board of Directors has been suspended and vested with Resolution Professional all the Board and Committee meetings were held after obtaining authority from Resolution Professional. Decisions at the Board Meetings and committee meetings were taken unanimously.

The Audited Financial Statements for the year ended March 31, 2024 have been reviewed by the Audit Committee in their meeting held on May 28, 2024 and the Audited Financial Statements for the year ended March 31, 2024 have been certified and approved by the Board of Directors and Key Managerial Personnel namely, Mr. Raghunandan Khandelwal, Managing Director and CFO, Mr. Gyandatt Mandoli, Director, Mr. Rajesh Porwal, Director, and Ms. Chandni Khatri, Company Secretary, respectively in the meeting held on May 28, 2024.

On the basis of such approvals from the Board of Directors in the meeting held on May 28, 2024, the Resolution Professional Mr. Dinesh Kumar Deora (IP Registration No. IBBI/IPA-002/IP-N00958/2020-2021/13041) has approved Audited Financial Statements for the year ended March 31, 2024 without prejudice and without any guarantee on the accuracy, adequacy, correctness, completeness or reliability of the financial statements as the same pertains to period prior to the CIRP Commencement Date.

It is important to note that such approval by the Resolution Professional of these financial statements is to comply with the provisions of the Insolvency and Bankruptcy Code, 2016 and this is without prejudice to the rights and contentions of the Resolution Professional under applicable laws and the Resolution Professional reserves/retains his right to file avoidance transactions under Section 43, 45, 66, and 50 of the Code at a later date and that such approval of these financial statements shall not be in conflict with such proceedings that may be initiated before relevant court / tribunal.

The 42^nd Annual Report on the business and operations of the Company together with the Audited Financial Statements for the year ended March 31, 2024, is hereby submitted:

FINANCIAL RESULTS

Your Companys performance for the financial year ended 31^st March, 2024 as compared to the previous year is as below:

( in Lacs)

PARTICULARS	Year ended 31.03.2024	Year ended 31.03.2023
Revenue from Operations and Other Income	2	0 -
Earning before, Interest, Tax, Depreciation a nd	(10.51)	(10.35)
Amortisation (EBITDA)
Less: Finance Cost	-	12.38
Less: Depreciation	2.09	0.54
Profit / (Loss) before exceptional items and tax (PBET)	(12.59)	(23.27)
Exceptional item	(82.69)	(535.23)
Profit / (Loss) before tax (PBT)	(95.28)	(558.50)
Profit / (Loss) after Taxation (PAT)	(95.63)	(560.22)
Net Worth	(101.12)	(5.48)

FINANCIAL HIGHLIGHTS

During the year under review, the turnover of the Company is 139.64 Lacs. The financials depicting loss in the company. The loss before tax is of 95.28 Lacs as against loss of 558.50 Lacs for the previous financial year. The loss after tax is of 95.63 Lacs as against loss of Rs. 560.22 Lacs for the previous financial year.

DIVIDEND

In view of losses, your directors do not propose any dividend for the Financial Year ended 31^st March, 2024.

TRANSFER TO RESERVES

In view of losses, the board has not proposed to transfer any amount to reserve during the year under review.

SHARE CAPITAL

During the year under review, there was no change in issued and paid-up share capital of the company.

SUBSIDIARY AND ASSOCIATE COMPANIES

During the year under review, the company does not have any subsidiary and associate companies.

RECLASSIFICATION OF PROMOTERS

In the FY 2021-22, the Company has received requests from Promoters of the Company for reclassifying them to Public Category of Shareholders of the Company.

In concurrence with above-mentioned requisition the Company has made an application under Regulation 31A of SEBI (Listing Obligations and Disclosure Requirements), 2015 to the stock exchange on September 30, 2021. As on date of this Report the application is pending for approval.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on 31^st March, 2024, the Board comprises of the following Directors and KMP:

S.No. Name of Director	Category
1. Mr. Raghunandan Khandelwal	Managing Director and CFO
2. Mr. Gyandatt Mandoli	Non-Executive Independent Director
3. Mr. Rajesh Porwal	Non-Executive Independent Director
4. Ms. Chandni Khatri	Company Secretary and Compliance officer

INDPENDENT DIRECTOR

All the Independent Directors have given declaration to the Company that they meet the criteria of independence as provided in Section 149(6) of the Act. The Independent Directors have also confirmed that they have complied with the Companys Code of Conduct for Board Members and Senior Management. Further, all the Directors have also confirmed that they are not debarred to act as a Director by virtue of any SEBI order.

In terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

Your Company has also devised a Policy on Familiarization Programme for Independent Directors which aims to familiarize the Independent Directors with your Company, nature of the industry in which your Company operates, business operations of your Company etc.

RETIRE BY ROTATION

In accordance with the provision of the Companies Act, 2013 (“the Act”), Mr. Raghunandan Khandelwal, is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment.

KEY MANAGERIAL PERSONNEL

As per section 203 of Companies Act 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Key Managerial Personnel of the Company during the year are as under:

Sno. Name of Director	Category
1 Mr. Raghunandan Khandelwal	Managing Director and Chief Financial Officer
2 Ms. Chandni Khatri	Company Secretary and Compliance officer

BOARD EVALUATION

The provisions of the Companies Act, 2013 mandates formal evaluation of the Board of Directors, its Committees and individual Directors. Schedule IV of the Companies Act, 2013 also requires the performance evaluation of the Chairman, Executive Directors and Non-Executive Directors and Board as a whole to be carried out at a separate meeting by the Companys Independent Directors.

The Nomination and Remuneration Committee of the Company formulated the criteria for the evaluation of the performance of the Board of Directors, Independent Directors and the Managing Director of the Board.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as appropriate composition of the Board, manner in which Board Meetings are conducted, adequate information to the Board Members to consider the matter, overall effectiveness of the Board etc.

Based on that performance, valuation has been undertaken. The Independent Directors of the Company have also convened a separate meeting for this purpose.

AUDIT COMMITTEE

The constitution of the Audit Committee was as under:

1. Mr. Gyandatt Mandloi -	Chairperson
2. Mr. Raghunandan Khandelwal -	Member
3. Mr. Rajesh Porwal -	Member

There are no recommendations of the Audit Committee which have not been accepted by the Board during the period under review.

Five (5) meetings of the Committee were held during the year ended March 31, 2024. These meetings were held on 29^th May, 2023, 11^th August, 2023, 9^th November, 2023, 8^th December, 2023 and 14^th February, 2024. The gap between any two Audit Committee meetings during the year under review did not exceed one hundred and twenty days. The requisite quorum was present for all the meetings.

Number of Audit Committee Meetings attended by Directors during the year under review is as under:

Sno. Name	M
1. Mr. Gyandatt Mandloi	5
2. Mr. Raghunandan Khandelwal	5
3. Mr. Rajesh Porwal	5

NOMINATION AND REMUNERATION COMMITTEE

The constitution of the Nomination & Remuneration Committee (NRC) was as under:

1. Mr. Gyandatt Mandloi -	Chairperson
2. Mr. Raghunandan Khandelwal -	Member
3. Mr. Rajesh Porwal -	Member

One (1) meeting of the Committee were held during the year under review on August 11^th, 2023.

Number of NRC Meeting attended by Directors during the year under review are as under:

SNo Name of Directors	No. of NRC meeting attended
1. Mr. Gyandatt Mandloi	1
2. Mr. Raghunandan Khandelwal	1
3. Mr. Rajesh Porwal	1

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Nomination and Remuneration Policy is available on the Companys website.

The requisite quorum was present for all the meetings.

BOARD MEETINGS

The Board of Directors met 5 (Five) times during the financial year ended March 31, 2024 on 29^th May, 2023, 11^th August, 2023, 9^th November, 2023, 8^th December, 2023 and 14^th February, 2024.

SNo. Name	Category	Meeting Attended
1. Mr. Raghunandan Khandelwal	Managing Director and Chief Financial Officer	5
2. Mr. Gyandatt Mandloi	Non-Executive, Independent Director	5
3. Mr. Rajesh Porwal	Non-Executive, Independent Director	5

RESOLUTION PROFESSIONAL/ DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 of the Companies Act, 2013, your Board of Directors confirm the following:

a) in the preparation of the annual financial statements for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) the Directors had selected such accounting policies and applied them consistently and made judgement 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, 2024 and the loss of the Company for the year ended on that date;

c) the Directors had taken proper and sufficient care for the maintenance of a dequate 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) the annual accounts have been prepared on a going concern basis;

e) proper internal financial controls to be followed by the Company were laid down and such internal financial controls are adequate and were operating effectively; and

f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

REALTED PARTY TRANSACTIONS

During the year under review, the Company has not entered into any Related Party Transactions. Accordingly, the disclosure of Related Party transactions to be provided under Section 134(3)(h) of the Companies Act, 2013, in Form AOC 2 is not applicable.

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

RISK MANAGEMENT

The Company has a robust risk management framework to identify and mitigate risks arising out of internal as well as external factors.

The Board of Directors of the Company has also approved the Risk Management Plan. The objective of the plan is to oversee risk management systems, practices and procedures.

COST AUDIT

Your Company does not falls within the provisions of Section 148 of Companies Act, 2013 read with the Companies (Cost Records & Audit) Rules, 2014 as amended from time to time, therefore no such record are required to be maintained.

CORPORATE SOCIAL RESPONSIBILITY

Though the provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not attracted to the company; still the Company has positive gestures towards philanthropic activities in future.

AUDITORS

(a) Statutory Auditors

M/s. S. Ramanand Aiyar & Co., Chartered Accountants (FRN:000990N), Indore was appointed as Statutory Auditors of the Company for a term of 5 years (i.e. from FY 2022 to FY 2027) in the Annual General Meeting (AGM) of the Company held on September 30, 2022.

M/s. S. Ramanand Aiyar & Co., have resigned on November 10, 2023 leading to a casual vacancy. The Board of Directors at their meeting held on 8th December, 2023, on the recommendation of the Audit Committee and subject to the approval of shareholders at their meeting held on March 08, 2024 had approved the appointment of M/s. AKB Jain & Co., Chartered Accountants (ICAI Firm Registration No. FRN: 003904C) as Statutory Auditors of the Company to fill the casual vacancy till the conclusion of 42^nd Annual General Meeting of the Company to be held in Year 2023-24. The said appointment was pursuant to applicable provisions of the Companies, Act 2013 and the SEBI Listing Regulations, 2015.

Your Company is proposing to appoint M/s AKB Jain and Co., Chartered Accountants, (Firms Registration No. 003904C), as the Statutory Auditors of the Company to hold office for a period of five years i.e. until the conclusion of the ensuing 47^th Annual General Meeting of the Company to be held in the year 2029.

Necessary resolution for appointment of the said Auditors is included in the Notice of AGM for seeking approval of members.

The Auditors Report and the notes on financial statement for the financial year 2023-24 referred to in the Auditors Report a re self-explanatory and does not contain any qualification, reservation or adverse remark, therefore, do not call for any further comments.

The auditors have not found any fraud as required to be reported by them under section 143(12) to the Central Government during the Financial Year 2023-24.

(b) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed M/s Kamlesh Purviya & Company, Practicing Company Secretaries (Membership No 10286/ CP 12960), to conduct the Secretarial Audit of the Company for the Financial Year 2023-24.

The Secretarial Audit Report for the year under review is annexed herewith as “Annexure A”. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer except as under:

1. In respect of Non-appointment of Women Director: The Company is undergoing Corporate Insolvency Resolution Process. Since the powers of the Board has been suspended, the Resolution Professional is in search of suitable candidate to be appointed as a Woman Director of the company;

2. In respect of promoters shareholding: The Company is in process of dematerializing the promoters shareholding in order to comply Regulation 31(2) of the SEBI (LODR) Regulations, 2015;

3. As per Regulation 47 of SEBI (LODR) Regulations, 2015, during the review period, the publication of quarter 1 financial results and notices of general meetings were delayed by one day in the newspaper: The Company has inadvertently published quarter 1 financial results and notices of general meetings delayed by one day.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has discontinued its operations therefore no information given in respect of energy conservation, technology absorption. The Company has not undertaken any export & import during the period under review therefore there is no foreign exchange earnings and expenditure.

EXTRACT OF ANNUAL RETURN

The draft Annual Return as required under Section 92(3) and Section 134(3)(a) of the Companies Act, 2013 read with Rule 1 2(1) of the Companies (Management a nd Administration) Rules, 2 014 is a vailable on the Companys website a https://www.viksit.in/pdf/Annual%20Return/DRAFT%20ANNUAL%20RETURN%2023-

24.pdf. The same shall be filed to Registrar of Companies after Annual General Meeting to be held on September 30, 2024.

PARTICULARS OF LOANS, GUARANTEES OR 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 Statements.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

The Company has an Internal Control System commensurate with the size, scale and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditor. Significant audit observations and corrective action are reported to the Audit Committee.

The concerned executives monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, a ccounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(10) of the Act, read with the Companies (Meetings of Board and its Powers) Rules, 2014, your Company has a Vigil Mechanism namely, Whistle Blower Policy for directors, employees and business partners to report genuine concerns about unethical behavior, actual or suspected fraud or violation of your Companys code of conduct or ethics policy and to ensure that whistleblower is protected.

DEPOSITS

The Company has not accepted any public deposits during the year under review.

INSURANCE

The Company continues to carry adequate insurance for all assets against unforeseeable perils.

CORPORATE GOVERNANCE

In terms of the Regulation 15(2)(a) of SEBI (LODR) Regulations, 2015, the compliance with the Corporate Governance provisions shall not apply in respect of the listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty five crore, as on the last day of the previous financial year.

As per the above mentioned criteria, provisions of Corporate Governance is not applicable on the Company and therefore the Company is not required to comply with the provisions of Corporate Governance a s specified in SEBI (LODR) Regulations, 2015. However, the Company is voluntarily complying with most of the provisions.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in "Annexure B", forming part of this report.

POLICY ON PREVENTION OF SEXUAL HARASSMENT

Your Company has in place a policy on prevention of sexual harassment at workplace in accordance with the provisions of Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013. The policy aims at prevention of harassment of women employees and lays down the guidelines for identification, reporting and prevention of sexual harassment. There is an Internal Complaints Committee which is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the policy.

Further, in terms of the provisions of the SEBI LODR, the details in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, for the financial year ended on 31^st March, 2024 are as under:

1. Number of complaints pertaining to sexual harassment filed during the financial year	NIL
2. Number of complaints pertaining to sexual harassment disposed off during the financial year	NIL
3. Number of complaints pertaining to sexual harassment pending as at the end of the financial year	NIL

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

The details of applications/petitions filed under the Insolvency and Bankruptcy Code, 2016 (IBC) by/ against the Company are as under:

S.No Particulars of Creditor	Type of Creditor	Forum before which the matter is/was pending.	Amount Involved (in )	Status as on date of this report
1. Bhagyashree Infrastructure Private Limited	Operational Creditor	National Company Law Appellate Tribunal	1 ,32,41,233.28	Disposed off by NCLT, Mumbai Bench
2. Epoch Merchantile Private Limited	Financial Creditor	National Company Law Tribunal Mumbai Bench	1,19,90,000	The CoC has approved the Resolution Plan. Further, the resolution plan is pending for filing with NCLT

DETAILS OF THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTION (FI) DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS:

During the year under review the company has not taken any loan from the Bank or FI, hence there was no such valuation done.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis, forming part of this report as required under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as SEBI (LODR) Regulations, 2015 is attached separately to this Annual Report “Annexure C”.

MATERIAL CHANGES AND COMMITMENTS

There is no material change and commitment has occurred, affecting the financial position of the Company, between the end of the financial year of the Company i.e. March 31, 2024 and the date of this report except that a Company Petition No. C.P. (IB) 811/MB/2023 filed by Epoch Merchantiles Pvt. Ltd. (Financial Creditors) under Section 7 of Insolvency and Bankruptcy Code, 2016 has been admitted by Honble National Company Law Tribunal, Mumbai Bench vide its Order dated December 08, 2023 and Corporate Insolvency Resolution Process (“CIRP”) has been initiated against the Company.

SIGNIFICANT AND MATERIAL ORDERS

A financial creditor of the Company, Epoch Mercantile Private Limited, has initiated proceedings against the Company under section 7 under Insolvency & Bankruptcy Code 2016, whereby application has been accepted by the Honble National Company Law Tribunal, Mumbai Bench. The Company is under the Corporate Insolvency Resolution

Process ("CIRP") under the provisions of the Insolvency & Bankruptcy Code 2016 ("The Code") vide order C.P.(IB)811(MB)/2023 dated December 08, 2023 passed by the National Company Law Tribunal ("NCLT") and Mr. Dinesh Kumar Deora, having Insolvency Professional Registration no. IBBI/IPA-002/IPN00958/2020-21/13041 has been appointed as Interim Resolution Professional (“IRP”). The powers of the Board of Directors stand suspended as per section 17 of the Code and such powers are being exercised by IRP/RP. Further, in the 1 st CoC, Mr. Dinesh Kumar Deora, having Insolvency Professional Registration no. IBBI/IPA-002/IPN00958/2020-21/13041 has been confirmed as Resolution Professional ("RP").

SECRETARIAL STANDARDS

The Company has in place proper systems to ensure compliance with the provisions of the applicable Secretarial Standards issued by The Institute of Companies Secretaries of India and such system are adequate and operating effectively.

GENERAL:

Your directors state that during the year under review:

a. The Company has not issued shares (including sweat equity shares) to employees of the Company under any scheme.

b. There is no requirement to conduct the valuation by the bank and Valuation done at the time of one-time Settlement during the period under review.

c. Neither the Managing Director nor the W hole-time Directors receive any remuneration or commission from its subsidiary.

d. The Company has complied with the applicable Secretarial Standards under the Companies Act, 2013.

e. There are no voting rights exercise by any employee of the Company pursuant to section 67(3) read with the Rule 16 of the Companies (Share Capital and Debenture) Rules, 2014.

f. Your Company has not declared and approved any Corporate Action viz dividend, mergers and de-mergers, split during the year under review.

g. There were no revisions in the Financial Statement and Boards Report.

ACKNOWLEDGMENT

Your Directors would like to express their gratitude for the valuable assistance and cooperation received from shareholders, banks, government authorities, customers and vendors. Your Directors also wish to place on record their appreciation for the committed services of all the employees of the Company.

The Board also wishes for better health of its stakeholders and hope for fast recovery from the current pandemic and look for prosperity, growth and constructive building of our country and world at large.

The Board specially thank to the shareholders for their continued confidence and faith in the Company.

For and on behalf of

Raghunandan	Gyandatt	Mr. Dinesh Kumar
Khandelwal	Mandloi	Deora
Managing Director	Director	Insolvency
and CFO		Professional
(DIN: 00401113)	(DIN: 08571134)	IP Registration no. IBBI/IPA-
(Member of the suspended Board)	(Member of the suspended Board)	002/IPN00958/2020-21/13041

 

Place: Mumbai

Date: 06-09-2024