As on: Mar 22, 2023 09:15 AM
Dear Members,
Presentation of 76th Annual Report together with the Audited Financial Statements of the Company for the year ended 31st March, 2022 is hereby submitted as under:
INITIATION OF CORPORATE INSOLVENCY RESOLUTION PROCESS (CIRP)
The National Company Law Tribunal ("NCLT"), Mumbai Bench, vide order dated 29th January 2021 ("Insolvency Commencement Order") has initiated corporate insolvency resolution process ("CIRP") based on petition filed by Anand Rathi Global Finance Limited under section 7 of the Insolvency and Bankruptcy Code, 2016 ("the Code"). Ms. Kanak Jani IP Registration No. IBBI/IPA-001/IP-P-01757/2019-2020/12685 was appointed as Interim Resolution Professional ("IRP") to manage affairs of the Company in accordance with the provisions of the Code. At the first meeting of the committee of creditors held on 04th March 2021, Ms. Kanak Jani had been continued as Resolution Professional (RP/ Resolution Professional) for the Company. Pursuant to the Insolvency Commencement Order and in line with the provisions of the Code, the powers of the Board of Directors were suspended and the same were to be exercised by RP. Further, in the 18th meeting of the Committee of Creditors, the resolution plan was duly approved by the members of the Committee of Creditors which is pending for approval before the Hon'ble NCLT, Mumbai Bench.
Since the company is 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 shall vest in the Resolution Professional.
(b) the powers of the Board of Directors of the company shall stand suspended and be exercised by the Resolution Professional.
(c) the officers and managers of the company shall report to the Resolution Professional and provide access to such documents and records of the company as may be required by the Resolution Professional.
(d) the financial institutions maintaining accounts of the company shall act on the instructions of the Resolution Professional in relation to such accounts and furnish all information relating to the company available with them to the Resolution Professional.
FINANCIAL RESULTS
The summarized financial performance highlight is presented in the table below:
(Rs. in Lakhs)
PERFORMANCE REVIEW
Your company has incurred a net loss of Rs.2248 lakhs during the year under review as against Rs. 8292 lakhs in the previous financial year.
DIVIDEND
Your Company is under Corporate Insolvency Resolution Process (CIRP) and incurring losses, the Board of Directors (suspended during CIRP) does not recommend any dividend for the year 2021-22.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
The provisions of Section 125(2) of the Companies Act, 2013, there was dividend transferred to the unpaid dividend account for the period of 7 years. Further, dividend remains unclaimed for F.Y 2013-14.
TRANSFER TO RESERVES
The Company has not transferred any amount to reserves during the year under review.
CHANGE IN SHARE CAPITAL
There is no change in the share capital of the Company during the year under review.
ANNUAL RETURN
As per Section 92(3) read with 134(3)(a) of the Companies Act, 2013, the Annual return as on March 31, 2022, is available on the website of the Resolution Professional ("RP") i.e https://sunresolution.in
NUMBER OF BOARD MEETINGS
The Corporate Insolvency Resolution Process (CIRP) of the Company has been in effect from January 29th, 2021, as per the Orders passed by Hon'ble National Company Law Tribunal, Mumbai Bench. The powers of the Board of Directors have been suspended during the CIRP period. Therefore, no board meeting was held during the year 2021-2022.
OPERATIONS & MANAGEMENT DISCUSSION AND ANALYSIS
The current year's operations are covered in the Management Discussion and Analysis Report. This Report, as stipulated under Schedule V to the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of this annual report.
CORPORATE GOVERNANCE
The Report on Corporate Governance, as stipulated in Schedule V to the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, forms part of this Report. Further, it is stated that:
(i) The corporate insolvency resolution process (CIRP) of the Company has been in effect from January 29th, 2021, as per the Orders passed by Hon'ble NCLT, Mumbai Bench. Therefore, no board meetings were held during the period under review.
(ii) The composition of Audit Committee and other particulars are given in item No 7 of the Corporate Governance Report.
(iii) The Company has established a vigil mechanism for directors and employees to report their genuine concern and grievances. No personnel had been denied access to the Audit Committee.
(iv) The Company has adopted Risk Assessment Procedure which provides an approach by the Management to identify potential events that may affect the Company, to manage the risk within its risk appetite and to provide reasonable assurance regarding the achievement of the objectives of the Company. The Management prioritizes the risk and finalizes the action plan for mitigation of the key risks. The Board is of the opinion that there are no elements of risk which may threaten the existence of the Company.
(v) The numbers of shares held by non-executive directors as on 31.03.2022 have been disclosed in item No 12 of the Corporate Governance Report.
(vi) The meeting of Independent Directors was not held during the year 2021-2022 as the company was under CIRP and powers of board of directors stood suspended.
(vii)The report on Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of this annual report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The directors and KMP of the company as on March 31, 2022, are as under:
Pursuant to the NCLT order for commencement of the CIRP and in line with the provisions of the Code, the powers of the Board of Directors stood suspended and exercised by RP.
DIRECTORS RESPONSIBILITY STATEMENT
As required by Section 134(3)(c) of the Companies Act, 2013, the Board of Directors (suspended during CIRP) state that:
(a) In the preparation of the annual accounts for the financial year ended March 31, 2022, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) The Directors 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 Directors 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 Directors had prepared the annual accounts on a going concern basis;
(e) The Directors had laid down internal financial controls to be followed by the Company and that 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 were adequate and operating effectively.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013
The Company have not given any loans or guarantees covered under the provisions of Section 186 of the Companies Act, 2013. The details of the investments made by the company are given in the notes to the Financial Statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
There were no material contracts or arrangements with related parties during the year under review as referred in sub-section (1) of section 188 of the Companies Act, 2013 and hence disclosure in Form AOC-2 is not attached.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The details as required under Clause-3 of Rule 8 of the Companies (Accounts) Rules, 2014, are provided in Annexure - I to the Directors' Report.
PARTICULARS OF EMPLOYEES
The information required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and remuneration of managerial personnel) Rules, 2014 and forming part of the Directors' Report for the year ended 31st March 2022 is given in a separately Annexure - II to the Directors' Report.
FIXED DEPOSITS
The Company has not either invited or accepted or renewed deposits from the members and public during the financial year ended 31st March 2022, under Chapter-V of the Companies Act, 2013.
STATUTORY AUDITOR
The tenure of statutory auditor M/s Jayesh Dadia & Associates, LLP, Chartered Accountants (ICAI Firm Registration Number 121142W / W100122) was expired, and is eligible for re appointed as Statutory Auditors of the Company for a period of five years at the 76th Annual General Meeting held on 30th September 2022. Further, the auditor has given consent for re appointment.
INTERNAL AUDITOR
The company has not appointed Internal auditor during the financial year 2021-2022.
COST AUDITOR
Maintenance of cost records as specified by the Central Government under Section 148 of the Companies Act 2013 is not applicable to the Company during the year under review.
OTHER DISCLOSURES
The particulars as required under Section 134(3) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, are given below:
(i) The Company has in place adequate internal financial controls with reference to financial statements and such controls are adequate and are operating effectively.
(ii) As per Section 92(3) read with 134(3)(a) of the Companies Act, 2013, the Annual return as on March 31, 2022 is available on the website of the Resolution Professional ("RP") i.e. https://sunresolution.in/premier-limited-agm/
(iii) The Nomination and Remuneration Policy under Section 178(3) of the Companies Act, 2013, is given in Annexure - III to the Directors' Report.
(iv) The report on the Corporate Social Responsibility under Companies (Corporate Social Responsibility Policy) Rules, 2014, is given in Annexure - IV to the Directors' Report.
(v) The Secretarial and Legal Compliance Audit Report in Form MR-3 prescribed under Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, read with Section 204(1) of the Companies Act, 2013, is given in Annexure - V to the Directors' Report.
(vi) There are qualified opinion/s made by the Statutory Auditors/secretarial auditor which are self-explanatory in their respective reports.
(vii) The Nomination & Remuneration Committee of the Board has laid down the policy on Director's appointment, remuneration and criteria for determining qualifications, independence of directors, etc. Para-1 of the Corporate Governance Report discloses the criteria for payment of remuneration to Non-Executive Directors and details of remuneration paid to the Managing Director and that the Company does not have Stock Option Scheme.
(viii) Certificate of Non-disqualification of Directors pursuant to Regulation 34(3) of SEBI(LODR), 2015 is given in Annexure - VI to the Director Report
(ix) The formal annual evaluation of the Board and individual directors has not been carried out during the year 2021-2022 as the company has been admitted to the CIRP with effect from 29.01.2021.
(x) The Company has not entered into contract with related parties within the meaning of Section 188(1) of the Companies Act, 2013, read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014.
(xi) The Company is not a subsidiary of any other company nor has a subsidiary company. The Company has existing associate company namely, PAL Credit & Capital Ltd.(PCCL). The consolidated financial statements presented herewith include the financials of PCCL. PCCL has discontinued its operations due to lack of funds.
(xii) Pursuant to provisions of Section 134(3) (ca) of the Companies Act, 2013, it is hereby confirmed that during the year 2021-22 there have been no frauds reported by the Auditor.
(xiii) No significant or material orders were passed by the Regulators or Courts or Tribunals.
(xiv) The Company has adopted policy under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act.
(xv) The Directors confirm that the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors' and ‘General Meetings', respectively have been duly followed by your Company.
ACKNOWLEDGMENTS
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 the State Governments, Bankers, Financial Institutions, Suppliers, Employees and Associates.