Key Quantitative Figures

Financial Performance (₹ in Lakhs):

  • Turnover: Nil for both FY26 and FY25
  • Loss before interest, depreciation & taxes: (43.34) in FY26 vs profit of 249.43 in FY25
  • Depreciation & amortization: (1.27) in FY26 vs (3.20) in FY25
  • Net Loss for FY26: (42.07) vs Net Profit of 246.23 in FY25
  • Accumulated losses brought forward: (1,224.00) in FY26 vs (463.54) in FY25
  • Loss carried to balance sheet: (42.07) in FY26 vs 145.23 in FY25
  • Earnings per share: (0.60) in FY26 vs 3.53 in FY25

Capital Structure:

  • Authorized capital: ₹1,500 lakh (120 lakh equity shares of ₹10 each + 30 lakh preference shares of ₹10 each)
  • Issued capital: ₹940.63 lakh
  • Subscribed capital: ₹933.40 lakh
  • Paid-up capital: ₹700.92 lakh (69,79,610 equity shares + 23,40,355 preference shares)
  • Negative other equity: (1,366.06) lakh

Borrowings:

  • Current borrowings: ₹346.12 lakh (unsecured, interest-free from related parties)
  • Non-current borrowings: ₹234.04 lakh (preference share capital treated as borrowing)
  • Shareholder approval sought for additional borrowing: ₹2 crore

Assets and Liabilities:

  • Total assets: ₹457.84 lakh
  • Fixed deposits: ₹383.96 lakh (maturing >12 months)
  • Cash and cash equivalents: ₹51.93 lakh
  • Current liabilities: ₹888.96 lakh
  • Contingent liabilities: ₹793.19 lakh (disputed taxes and duties)

Dates of Action

  • AGM Date: 17th September 2026 at 11:00 AM through VC/OAVM
  • Remote e-voting period: 14th September 2026 (9:00 AM) to 16th September 2026 (5:00 PM)
  • Cut-off date for voting rights: 10th September 2026
  • Board meetings held during FY26: 27th May 2025, 6th August 2025, 13th November 2025, 12th February 2025

Parties Involved

  • Promoter directors: Sunil Khetawat (MD & CEO), Sandeep Khetawat (Whole Time Director)
  • Other directors: Jahar Bagchi (Independent), Amita Saha (Non-Executive), Soma Chakraborty (Independent)
  • Key managerial personnel: Ranjan Sen (CFO), Subrata Kumar Ray (Company Secretary)
  • Statutory auditors: M/s G Basu and Co., Chartered Accountants
  • Secretarial auditor: Soma Saha, Practicing Company Secretary
  • Related parties: Kumi Agro Private Ltd, Sulabh Sales Pvt. Ltd, Bhubneswari Investment Pvt Ltd

Purpose and Rationale

Company requires borrowing approval to meet regular expenditures as it has no income since operations suspended in 2008. Expenditures are being met through borrowings from promoter directors and their relatives. Due to negative net worth, shareholder approval is required for borrowing beyond threshold limits.

Financial and Operational Impact

  • Operations suspended since 2008, no production activity
  • Management exploring possibilities to enter new product line by relocating unit after transfer of leasehold rights of land
  • No material changes affecting the company during the year
  • No women employees, hence no sexual harassment cases

Capital Structure Impact

Borrowing resolution, if approved, will increase company's debt burden but provide necessary funds for operational expenses. No immediate impact on share capital structure.

Cash Flow Implications

Borrowing will provide cash inflow for meeting operational expenses. Company currently relies on promoter funding for cash requirements.

Litigations and Contingencies

Pending Litigations:

1. Raw material case: SLP dismissed at Supreme Court on 20/02/2026

2. Jaspal Singh matter at Delhi Court: Arguments concluded, judgment reserved

3. Matter against DIC at Chhattisgarh HC: Still pending

4. Pollution issue: Case dismissed but restored on 27/3/26

5. Sales Tax matter: No change

6. MOU for land sale: Extended up to 30/06/2026 with Jaishree Shyam and Associates

Contingent Liabilities (not provided for):

  • Sales tax and entry tax: ₹654.95 lakh
  • Custom duty: ₹5.81 lakh
  • ESI authorities: ₹132.43 lakh

Auditor Qualifications

Auditors issued qualified opinion with emphasis on:

1. Non-provision of gratuity as per actuarial computation

2. Operation of plant suspended for long period but accounts maintained under going concern basis

3. Physical verification of fixed assets and inventories not made available by management

Corporate Governance

  • Board comprises 5 directors (2 executive, 3 non-executive including 3 independent)
  • 4 board meetings and 4 audit committee meetings held during FY26
  • Whistle-blower policy/vigil mechanism established
  • Code for prevention of insider trading practices implemented

Related Party Transactions

Company has taken loans from related parties including promoter directors and their entities. Rent paid to Bhubneswari Investment Pvt Ltd for office space at ₹60,000 annually.

Compliance Issues

  • Securities still held in physical mode despite SEBI mandate for dematerialization
  • Non-compliance with Regulation 47(3) of SEBI LODR regarding uploading of board meeting notices and financial results
  • Unable to conduct e-voting due to financial constraints and non-availability of shareholder details
  • Penalties paid for some non-compliances