Corporate Insolvency Resolution Process (CIRP) Background

The Corporate Insolvency Resolution Process (CIRP) of the Company was admitted by the Hon'ble National Company Law Tribunal, Kolkata Bench, vide order dated November 2, 2022 under Section 10 of the Insolvency and Bankruptcy Code, 2016.

During the entire CIRP period, the affairs of the Company were managed by the Interim Resolution Professional/Resolution Professional, and the powers of the Board of Directors remained suspended.

The Resolution Plan submitted by Candid Resources Limited was approved by the Hon'ble NCLT on February 26, 2024. Pursuant to such approval, the new management has taken charge as per the terms of the approved Resolution Plan.

The Resolution Plan has been successfully implemented and all necessary compliances are being taken care under the supervision of the reconstituted Board of Directors.

Financial Performance (Standalone)

For the financial year ended March 31, 2026:

  • Revenue from Operations: ₹0 lakh (Previous year: ₹0 lakh)
  • Other Income: ₹0 lakh (Previous year: ₹0 lakh)
  • Total Expenses: ₹5.04 lakh (Previous year: ₹25.91 lakh)
  • EBIDTA: (₹5.02) lakh (Previous year: (₹25.90) lakh)
  • Finance Cost: ₹0.02 lakh (Previous year: ₹0.01 lakh)
  • Profit/(Loss) before Exceptional Items and Taxes: (₹5.04) lakh (Previous year: (₹25.91) lakh)
  • Deferred Tax: ₹25.91 lakh (Previous year: (₹6.52) lakh)
  • Net Profit/(Loss) After Tax: (₹30.95) lakh (Previous year: ₹6.52 lakh)

The Company has not carried out any business operations for several preceding financial years and had no operational segments during the year under review.

Capital Structure Impact

Pursuant to the NCLT order dated February 26, 2024 and Board resolution dated January 2, 2025:

  • The entire equity share capital of the Promoter and Promoter group stands cancelled and reduced to zero without any payout
  • Public shareholding reduced to 1 share against existing 100 shares held on record date December 20, 2024
  • Total share capital reduced from ₹6,75,01,000 (67,50,100 equity shares of ₹10 each) to ₹3,31,780 (33,178 equity shares of ₹10 each)
  • Post-reduction paid-up share capital: ₹53.32 lakh

Shareholding Pattern as on March 31, 2026:

  • Promoter & Promoter Group: 5,00,000 shares (93.78%)
  • Public: 33,178 shares (6.22%)
  • Total: 5,33,178 shares (100%)

Board Composition and Changes

As on March 31, 2026, the Board comprised:

  • Mr. Yogesh Ramniwas Mandhani (DIN: 01691583) – Non-Executive Director
  • Mr. Dipesh Nandkishorji Mandhani (DIN: 06753263) – Non-Executive Director
  • Mr. Gaurav Kasat (DIN: 08486191) – Whole-Time Director & CFO
  • Ms. Neha Punit Agrawal (DIN: 02331456) – Independent Director
  • Ms. Pratiksha Santosh Rathi (DIN: 10849501) – Independent Director

Management Changes:

  • Ms. Mitali Rajendra Mittal resigned as Company Secretary effective January 30, 2026
  • Ms. Poonam Gaurav Chandak appointed as Company Secretary and Compliance Officer effective May 16, 2026

No director received any remuneration during the financial year.

Operational Status

The Company has not carried out any business operations for several preceding financial years. The new management is in the process of assessing the condition of the Company and reviewing available options for revival. No decision has yet been taken in respect of the future business model, business verticals, or operational direction of the Company.

The Company did not have active operations during the financial year under review, with no human resources or industrial relations developments.

Key Financial Ratios

Key financial ratios such as Debtors Turnover, Inventory Turnover, Interest Coverage Ratio, Operating Profit Margin, and Net Profit Margin are not meaningful due to absence of operations. Return on Net Worth is also not meaningful for the financial year under review.

AGM Details

The 45th Annual General Meeting is scheduled for Wednesday, September 30, 2026 at 11:30 A.M. (IST) through video conferencing mode.

Business to be transacted:

1. Adoption of audited financial statements for FY 2025-26

2. Re-appointment of Mr. Dipesh Nandkishorji Mandhani as Director

3. Special Resolution: Alteration of Objects Clause of MOA for new business ventures

4. Special Resolution: Shifting of Registered Office from West Bengal to Maharashtra

Book closure: September 23, 2026 to September 30, 2026 (both days inclusive)

Auditor Reports

Statutory Auditors: M/s. Vinod Kumar Jain & Co., Chartered Accountants (FRN: 111513W)

  • Appointed for 5 years from 44th AGM (until 49th AGM)
  • Audit report does not contain any qualification, reservation, adverse remark or disclaimer

Secretarial Auditors: Prakul & Kunwarpreet LLP, Practicing Company Secretaries (FRN: L2021DE010500)

  • Appointed for 5 years from 44th AGM (until 49th AGM)
  • Secretarial Audit Report annexed to Board's Report

Audit Qualifications/Observations:

  • Audit trail feature of accounting software not operated throughout the year
  • Certain MCA forms filed belatedly due to transition issues
  • Legacy income tax liabilities of ₹263.89 lakhs (AY 2005-06 to 2011-12) noted, though extinguished per NCLT order
  • Company had no internal audit system during the period under audit

Internal Financial Controls

The Company has internal financial control systems commensurate with its size and nature of current operations. Although the Company did not have active business operations, internal controls relating to financial reporting, compliance processes, and statutory obligations remained in place and were found to be adequate.

The new management is reviewing the existing framework and will strengthen internal control systems when business operations revive.

Related Party Transactions

There were no related party transactions of a materially significant nature that could have potential conflict with the interests of the Company. Details are provided in Note 17 of the financial statements.

Corporate Governance

The Company is committed to upholding principles of good corporate governance including integrity, transparency, accountability, and fairness. The reconstituted Board is focused on strengthening governance and ensuring compliance with all applicable laws.

The Company has complied with applicable provisions of Secretarial Standards and has all mandatory committees in place (Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee).

Trading Status

Trading in the Company's shares remains suspended as of the report date. Necessary applications have been moved and associated fee paid for revocation of suspension in trading of shares.