Key Financial Figures

Financial Performance (FY 2025-26 vs FY 2024-25):

  • Net Loss: ₹7.92 lakh (Previous year: ₹8.15 lakh)
  • Accumulated Losses: ₹323.36 lakh (Previous year: ₹315.44 lakh)
  • Negative Net Worth: ₹223.36 lakh (Previous year: ₹215.44 lakh)
  • Current Liabilities Exceed Current Assets by: ₹223.36 lakh (Previous year: ₹215.44 lakh)
  • Revenue from Operations: Nil (Previous year: Nil)

Balance Sheet Position as at 31st March 2026:

  • Share Capital: ₹100.00 lakh (10,00,000 equity shares of ₹10 each)
  • Cash and Cash Equivalents: ₹0.33 lakh
  • Bank Balances (other than cash): ₹0.19 lakh
  • Unsecured Loans from Directors: ₹98.66 lakh (interest free, repayable on demand)
  • Trade Payables: ₹1.70 lakh
  • Other Financial Liabilities (Assigned Debt): ₹123.52 lakh

Significant Contingent Liability

Unprovided Interest on Assigned Bank Debt: ₹20,497.77 lakh (including current year interest of ₹3,341.46 lakh)

Background on Debt Assignment:

  • Original debt from Canara Bank declared NPA in 1994
  • Debt Recovery Tribunal (DRT) order dated 8th October 2002 determined ₹135.07 lakh due with interest @18% p.a. quarterly rests from September 1997
  • Debt assigned multiple times: Canara Bank → Green Malabar Finance Ventures Ltd (29-Sep-2017) → Capri Global Capital Ltd (27-Jul-2018) → Alchemist ARC as trustee for Alchemist XXXVI Trust (6-Aug-2018)
  • Principal amount approximately ₹70 lakh, balance represents compounded interest

Operational Review

The company has been inactive since 1997 with no business operations conducted during FY 2025-26. Management does not foresee any immediate prospects of recommencing business operations until the financial position improves significantly.

Dividend and Reserves

No dividend recommended due to accumulated losses. No amount transferred to general reserves.

Board of Directors and Governance

Current Composition (as on 31st March 2026):

1. Mr. Hemant D. Shah - Managing Director (DIN: 02303535)

2. Mr. Samir H. Shah - Executive Director (DIN: 00890587)

3. Mr. Jiten S. Patel - Executive Director (DIN: 08372558) - Retiring by rotation, seeking re-appointment

4. Mr. Sanket H. Shedge - Independent Director (DIN: 08372538)

5. Ms. Marina S. Pawar - Non-Executive Woman Director (DIN: 11186625) - Appointed w.e.f. 7th July 2025

Changes During the Year:

  • Appointed: Ms. Marina S. Pawar as Additional Non-Executive Woman Director (7-Jul-2025)
  • Resigned: Mr. Prakash P. Kanungo as Independent Director (2-Sep-2025)

Governance Issues:

  • Only one independent director against requirement of one-third of total directors
  • Audit Committee and Nomination & Remuneration Committee composition non-compliant with majority independent director requirement
  • Company facing practical difficulties in attracting independent directors due to financial position and lack of operations

Key Managerial Personnel

Current KMPs:

1. Mr. Hemant D. Shah - Managing Director

2. Mr. Sanskar M. Goyal - Company Secretary & Compliance Officer (Appointed w.e.f. 7-Jul-2025)

3. Ms. Ashwini S. Nirmal - Chief Financial Officer (Appointed w.e.f. 3-Sep-2025)

Changes During the Year:

  • Mrs. Rasika R. Wadkar resigned as CFO (3-Sep-2025)
  • Mr. Sanskar M. Goyal appointed as Company Secretary & Compliance Officer (7-Jul-2025)

Board and Committee Meetings

  • Board Meetings: 7 meetings held during FY 2025-26
  • Audit Committee: 4 meetings, all members attended all meetings
  • Nomination & Remuneration Committee: 4 meetings, all members attended all meetings
  • Stakeholders Relationship Committee: 1 meeting, all members attended

Auditors and Their Reports

Statutory Auditors:

M/s. N N K & Co, Chartered Accountants (FRN: 143291W) - Appointed for 5 years from FY 2023-24 to FY 2027-28

Secretarial Auditors:

M/s. Nishtha Khandelwal & Associates, Practicing Company Secretaries - Appointed for 5 years from FY 2025-26 to FY 2029-30 at remuneration of ₹50,000 per annum plus taxes

Audit Qualifications:

Statutory Auditors issued qualified opinion regarding:

  • Going concern uncertainty due to accumulated losses, negative net worth, and unprovided interest liability
  • Unprovided interest of ₹20,497.77 lakh on assigned bank debt

Secretarial Auditors observed:

  • Non-compliance with board composition requirements (insufficient independent directors)
  • Non-compliant committee compositions

Annual General Meeting Details

  • 42nd AGM Date: 30th September 2026 at 2:00 PM
  • Venue: Registered Office - 209, Maker Bhavan III, 21, New Marine Lines, Mumbai - 400 020
  • Business:

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

2. Re-appointment of Mr. Jiten S. Patel as director retiring by rotation

E-voting Schedule:

  • Commences: 25th September 2026 at 9:00 AM
  • Ends: 29th September 2026 at 5:00 PM
  • Cut-off Date: 23rd September 2026

Other Disclosures

  • Deposits: No deposits accepted or renewed during the year
  • CSR: Not applicable due to net worth/turnover below threshold limits
  • Internal Financial Controls: Considered adequate and operating effectively
  • Related Party Transactions: All transactions in ordinary course of business at arm's length
  • Whistleblower Policy: Implemented and operational
  • Dematerialization: 35.40% shares still in physical form
  • Investor Complaints: No complaints received during FY 2025-26

Capital Structure Impact

No change in share capital during the year. Paid-up capital remains at ₹100.00 lakh (10,00,000 equity shares of ₹10 each).

Cash Flow Implications

  • Net Cash Used in Operating Activities: ₹7.56 lakh
  • Net Cash from Financing Activities: ₹7.65 lakh (from director loans)
  • Net Increase in Cash: ₹0.09 lakh

Forward-looking Statements

Management acknowledges the challenging financial position but remains optimistic about various measures to arrange resources and continue as a going concern. However, no specific business revival plan or guidance provided.