As on: Sep 23, 2023 09:40 AM
DEAR MEMBERS,
As informed to the members last year, the National Company Law Tribunal ("NCLT") Allahabad Bench, vide order dated 25th July, 2018 ("Insolvency Commencement Order") has initiated Corporate Insolvency Resolution Process ("CIRP") based on the petition !led by the Standard Chartered Bank under Section 7 of the Insolvency and Bankruptcy Code, 2016 ("the Code"). Subsequently, the Hon'ble Tribunal vide order dated 10th September, 2018, appointed Mr. Supriyo Kumar Chaudhuri (IP Registration No. IBBI/ IPA-001/IP-P00644/2017-18/11098) as Resolution Professional (RP) to manage the a"airs of the Company in accordance with the provisions of the Code.
The Committee of Creditors has not approved any Resolution Plans for the Company, hence, the Resolution Professional (RP) has !led an application for Liquidation under Section 33(1) of the Insolvency and Bankruptcy Code, 2016 on 29th July, 2019 before the Hon'ble National Company Law Tribunal, Allahabad Bench. The same is yet to be decided by the afore-mentioned Tribunal.
Presentation on Thirtieth Annual Report on the business and operations of your Company along with the summary of the Standalone and Consolidated Financial Statements for the year ended 31st March, 2019.
FINANCIAL HIGHLIGHTS
The summarized standalone and consolidated financial results of your Company are given in the table below:
Standalone
Consolidated
The year under review has been quite challenging. During the period, based upon the Standalone Financial Statements, the Revenue of the Company stood at ` 1,187.56 crores, the Net Loss at ` 921.46 crores and the Reserve & Surplus position (Other Equity as per IND-AS) at ` (1,319.21) crores.
The Consolidated Revenue and the Reserve & Surplus position of the Company stood at ` 1,195.36 crores and ` (1,321.47) crores respectively.
STATE OF COMPANY'S AFFAIRS
The Company is presently undergoing CIRP and is being operated as a going concern under the control and supervision of Resolution Professional.
DIVIDEND
In view of the loss for the period and the undergoing CIRP, no dividend has been recommended for the financial year ended 31st March, 2019.
TRANSFER TO RESERVES
The Company has not transferred any amount to Capital Reserves for the financial year ended on 31st March, 2019.
SHARE CAPITAL
During the year under review, there has been no change in the capital structure of the Company.
DEPOSITS
The Company has not accepted any deposits from the public within the meaning of the provisions of Section 73 of the Companies Act, 2013 and rules made thereunder.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review, Ms. Rajani Pandey (DIN: 08156509) was appointed as an Independent Director of the Company w.e.f. 28th June, 2018, whose appointment had since been approved by the members at the Annual General Meeting for Financial Year 2017-18, held on 21st January 2020. Barring this, there has been no change in the composition of the Board of Directors or the Key Managerial Personnel during the period.
Mr. Adarsh Jhunjhunwala (DIN: 01602305), Director of the Company will be retiring by rotation at the ensuing Annual General Meeting.
As per Section 196 of the Companies Act, 2013, the tenure of Mr. Dina Nath Jhunjhunwala and Mr. Adarsh Jhunjhunwala, Whole-time Directors of the Company have expired w.e.f. 1st October, 2018. The Company had proposed to re-appoint them for a further period of five years but the existing directors have expressed their unwillingness to continue as Whole-time Directors.
Further, the tenure of Mr. S. N. Jhunjhunwala, Managing Director has also expired on the same date and he has been disqualified under Section 164(2) by the Ministry of Corporate A!airs.
At present, the power of the Board is suspended due to commencement of CIRP and also the management of the Company cannot be changed without the prior approval of the Committee of Creditors.
It may further be noted that, pursuant to the order passed by the Hon'ble NCLT for commencement of the CIRP and in line with the provisions of the Code, the powers of the Board of Directors stand suspended and is being exercised by the Resolution Professional.
FORMATION OF VARIOUS COMMITTEES
The composition of the Board Committees is not in accordance with the provisions of the Companies Act, 2013 read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 {hereinafter referred as "SEBI (LODR) Regulations, 2015"}. However, the details of various committees constituted under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 are given in the Corporate Governance Report which forms part of this report.
Further, it may be noted that since the powers of the Board of Directors have been suspended pursuant to the order dated 25th July, 2018, issued by the Hon'ble National Company Law Tribunal (NCLT), Allahabad Bench, the powers of the various committees have also been suspended and hence no meetings have been conducted after commencement of CIRP.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has not received any declarations from Independent Directors under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (LODR) Regulations, 2015.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
In the past, prior to commencement of CIRP, the Independent Directors were provided with necessary documents/brochures, reports and internal policies to enable them to familiarize with the Company's procedures and practices.
PERFORMANCE EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
Since the Company is under CIRP and the entire Board is suspended, no formal evaluation of the Board has taken place for the financial year 2018-19.
DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL
As disclosed earlier year, the Hon'ble National Company Law Tribunal, Allahabad Bench, vide its order dated 25th July, 2018, has initiated Corporate Insolvency Resolution Process as per the Insolvency and Bankruptcy Code, 2016 and appointed Mr. Supriyo Kumar Chaudhuri as Resolution Professional.
The Resolution Professional had filed an application before the Hon'ble Tribunal for liquidation of the Company.
MEETINGS OF THE BOARD
Before the commencement of CIRP, three meetings of the Board of Directors were held on 2nd April, 2018, 5th May, 2018 and 28th June, 2018.
The power of Board of Directors of the Company stood suspended but for updation of financial results, Resolution Professional held the meeting with Key Managerial Personnel during the period under the review.
EXTRACT OF ANNUAL RETURN OF THE COMPANY
As provided under Section 92(3) of the Companies Act, 2013, the extract of Annual Return is given as Annexure-I in the prescribed Form MGT-9, which forms part of this report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All the Related Party Transactions (RPT) that were entered into by the Company during the financial year under review were on an arm's length basis and in the ordinary course of business and hence disclosure in Form AOC-2 in terms of Section 134 read with Section 188 of the Companies Act, 2013 is not required and does not form part of this report. Further, no material significant related party transactions during the period under review were entered by the Company with Promoters, Directors or other designated person which may have a potential conflict with the interest of the Company at large. However, details of all related party transactions are given in notes to Accounts.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186
The particulars of loans, guarantees and investments are given in notes to Financial Statements.
AUDITORS & AUDITOR'S REPORT
Statutory Auditor
At the 29th Annual General Meeting (AGM) held on 21st January, 2020, the Company had appointed M/s. A. K. Agrawal & Co., Chartered Accountants, as Statutory Auditors of the Company for a period of five years till the conclusion of 34th AGM of the Company. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the Auditors shall be placed for ratification at every Annual General Meeting. However, the Companies Amendment Act, 2017 has come into force on 7th May, 2018 and the requirement of ratification of auditors in every AGM has been done away with. Hence, M/s. A. K. Agrawal & Co., Chartered Accountants, will hold o"ce for 5 years and they would not be subject to ratification during their continuation in the o"ce of the Auditors of the Company.
The Auditors have audited standalone and consolidated financial statements of the Company for the Financial Year ended 31st March, 2019 and no fraud has been reported by the Auditors under Section 143(12) of the Companies Act, 2013 requiring disclosure in the Board's Report.
The notes referred to in the Auditors Report are self-explanatory and therefore do not call for any further comments. However, the Auditors have issued a qualified audit report in the respect of the Financial Statements for the year 2018-19 specifying certain matters relating to the period prior to commencement of Corporate Insolvency Resolution Process (CIRP) of the Company pursuant to the order passed by the Hon'ble NCLT, Allahabad Bench, dated 25th July, 2018 for which the erstwhile Directors are obligated to clarify and respond which have not been forthcoming.
The Pre CIRP matters commented upon by the Auditors be issuing a qualified audit report where beyond the control of the Resolution Professional (RP).
Internal Auditor
Based on the decision of Committee of Creditors (CoC) meeting dated 2nd May, 2019, the Company had not appointed any Internal Auditor as per Section 138 of the Companies Act, 2013 for the financial year 2018-19.
Cost Auditor
In terms of Section 148 of the Companies Act, 2013, the Company is required to maintain cost records and get audit of its cost records conducted by a Cost Accountant. The Company has appointed Mr. Sachin Chhaparia., Cost Accountant, as the Cost Auditor to conduct the cost audit for the Financial Year 2018-19 in place of earlier Cost Auditor, M/s. S. K. Saxena Verma & Co., as they are unwilling to give their report for financial year 2018-19.
Secretarial Auditor
The Resolution Professional in its meeting with Key Managerial Personnel had appointed M/s. KPA & Co., Practicing Company Secretaries Firm (represented by Mr. Koshal Agarwal, Practicing Company Secretary and Partner of the Firm), as the Secretarial Auditor of the Company for the financial year 2018-19. The report of the Secretarial Auditor in Form MR-3 is annexed to this Report as Annexure-II.
The Secretarial Audit Report is self-explanatory and therefore do not call for any further comments.
The Company has failed to comply with the provisions of applicable acts and laws due to non-cooperation of the Board and Company Secretary which in turn resulted in qualified Secretarial Audit Report.
DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATES
The particulars of subsidiary and associates are given in Form MGT-9 which forms part of this report. In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements which forms part of this Annual Report. Further, a statement containing the salient features of the financial statement of the subsidiary are given in Form AOC-1 (Annexure-III) which forms part of this annual report. The financial statements of the associate companies are not available with the Company.
In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiary, are available on the website of the Company i.e. www.jvlagro.com.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed are provided in Annexure-IV to this report.
RISK MANAGEMENT POLICY
Hedging, in finance, is a risk management strategy. It deals with reducing or eliminating the risk of uncertainty. The aim of this strategy is to restrict the losses that may arise due to unknown fluctuations in the investment prices and to lock the profits therein. It works on the principle of o!setting i.e. taking an opposite and equal position in two di!erent markets. The company mitigates its risk through some extent through hedging.
MANAGERIAL REMUNERATION
The information required pursuant to Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is attached here as Annexure-V and forms a part of the Board's Report.
There are no employees who are in receipt of remuneration in excess of the limit specified under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. However, the remuneration paid to executive directors is in violation of Section 197 read with Schedule V of the Companies Act, 2013.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has adopted a Vigil Mechanism (Whistle Blower Policy). This policy is formulated to provide a secure environment and to encourage the individuals to report unethical, unlawful or improper practices, acts or activities that may be taking place in the Company and to prohibit senior managerial personnel from taking any adverse action against those individuals who report such practices in good faith.
CORPORATE GOVERNANCE
The Company has always taken adequate steps to adhere to all the stipulations laid down in SEBI (LODR) Regulations, 2015. A report on Corporate Governance is included as a part of this Annual Report. Compliance Certificate from M/s. KPA & Co., Practicing Company Secretaries Firm confirming the compliance with the conditions of Corporate Governance as stipulated under SEBI (LODR) Regulations, 2015 is included as a part of this report.
SYSTEM FOR PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has in place the system for prevention of sexual harassment of women at workplace in line with Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 notified by the Ministry of Women & Child Development. This system prohibits, prevents or deters the commission of acts of sexual harassment of women at workplace and adequate procedures are in place for redressal of complaints pertaining to sexual harassment. The Internal Audit Committee of the Company is authorized to investigate the cases of sexual harassment of women at workplace.
During the year under review, no complaints have been received from any of the women employees from any location or unit of the Company under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.
CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY
As required under Section 135 of Companies Act, 2013, the Company has constituted CSR Committee. However, it is not required to spend any amount as CSR activities as the Company is under loss.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS
The Company does not have adequate internal financial controls with reference to financial statements. During the year under review, such controls were tested and the auditors have reportable material weakness in their report which is self explanatory and does not require any further comments.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013 and based on the reviews performed by the management, the confirmation is hereby given for the Company having: a) followed in the preparation of the annual accounts, the applicable accounting standards with proper explanation relating to material departures; b) 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 a!airs of the Company at the end of the financial year and of the profit and loss of the Company for that period; c) taken proper and su"cient 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) prepared the annual accounts on a going concern basis; e) not laid down internal financial controls to be followed by the Company and that such internal financial controls are inadequate and were not operating e!ectively; and f) not devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were inadequate, not operating e!ectively and the same are not being strengthened on continuous basis from time to time.
INTEGRITY, EXPERTISE AND EXPERIENCE OF THE INDEPENDENT DIRECTORS
The Independent Directors of the Company are not available hence no opinion can be given on their integrity, expertise and experience.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required under SEBI (LODR) Regulations, 2015, the Management Discussion and Analysis Report is presented in separate section forming part of the Annual Report.
MATERIAL CHANGES & COMMITMENTS
On 29th July, 2019, the Resolution Professional had applied to Hon'ble National Company Law Tribunal, Allahabad Bench for liquidation of Company since no Resolution Plan was approved by the Committee of Creditors.
OTHER DISCLOSURE REQUIREMENTS
• The disclosures and reporting with respect to issue of equity shares with di!erential rights as to dividend, voting or otherwise is not applicable as the Company has not issued any such shares during the reporting period.
• The disclosures and reporting on issue of shares (including sweat equity shares and issue of shares under Employees Stock Option Scheme) to employees of the Company under any scheme are not applicable as the Company has not issued any such shares during the reporting period.
• As far as possible, the Company has complied with the applicable provisions of Secretarial Standards SS-1 and SS-2.
• There is no change in the nature of the business of the Company.
ACKNOWLEDGMENT
The Board of Directors (suspended during CIRP) wish to express appreciation for the support and co-operation of the Committee of Creditors, various departments of Central and State Governments, Bankers, Financial Institutions, Suppliers, Employees and Associates.
For JVL Agro Industries Limited
(Company under Corporate Insolvency Resolution Process)
Ramesh Chander Garg
(Chief Financial O!cer)
Date: 16th March, 2020 Place: Kolkata
Form No. MGT-9
EXTRACT OF ANNUAL RETURN
As on the Financial Year ended on 31st March, 2019
[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]
I. REGISTRATION AND OTHER DETAILS
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 10% or more of the total turnover of the company shall be stated
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) (i) Category-wise Share Holding
Statement Showing Shareholding Pattern
Total shareholding as a percentage of total number of shares As a % of As a % of
Shares pledged or otherwise encumbered Number of As a
Total shareholding as a percentage of total number of shares
Shares pledged or otherwise encumbered
(ii) Shareholding of Promoters
Shareholding at the beginning of the year
Shareholding at the end of the year
(iii) Change in Promoter's Shareholding as on 31/03/2019 (please specify, if there is no change)
Cumulative Shareholding during the year
No changes during the year (92786025 fully paid equity shares of `1/- each)
(iv) Shareholding Pattern of top ten Shareholders as on 31/03/2019 (other than Directors, Promoters and Holders of GDRs and ADRs)
(v) Shareholding of Directors and Key Managerial Personnel
V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding / accrued but not due for payment
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELS
A. Remuneration to Managing Director, Whole-time Directors and/or Manager
B. Remuneration to other Directors
I. Independent Directors :
II. Other Non-Executive Directors :
C. Remuneration to Key Managerial Personnel other than MD /MANAGER / WTD :
Name of Key Managerial Personnel
VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES