Nature of Event

Regulatory disclosure of Annual General Meeting notice, financial results for FY2024-25, and related corporate announcements.

Key Quantitative Figures

  • Net Loss after Tax: ₹6,61,990.00 for FY2024-25 (compared to ₹2,78,918.00 loss in previous year)
  • Total Income: ₹2,48,711.00 for FY2024-25 (compared to ₹3,42,660.00 previous year)
  • Total Expenditure: ₹8,90,472.00 for FY2024-25 (compared to ₹5,97,777.00 previous year)
  • Authorized Share Capital: ₹25,00,00,000.00 consisting of 2,50,00,000 equity shares of ₹10 each
  • Paid-up Share Capital: ₹23,94,52,000.00 consisting of 2,39,45,200 equity shares of ₹10 each fully paid-up
  • Cash and Cash Equivalents: ₹5,48,280.00 as of March 31, 2025
  • Dematerialized Shares: 83.15% of paid-up equity share capital

Dates of Action

  • AGM Date: Monday, September 29, 2025 at 04:00 PM
  • Record Date: Monday, September 22, 2025 (cut-off date for voting rights)
  • Remote E-voting Period: Friday, September 26, 2025 (9:00 AM) to Sunday, September 28, 2025 (5:00 PM)
  • Register of Members Closure: Tuesday, September 23, 2025 to Monday, September 29, 2025 (both days inclusive)
  • Board Meeting Dates: 24.05.2024, 08.08.2024, 13.11.2024, and 10.02.2025

Parties Involved

  • Statutory Auditors: M/s. PAMS & Associates, Chartered Accountants (Firm Reg. No. 316079E)
  • Secretarial Auditor: M/s. Suprabhat & Co, Practicing Company Secretaries (to be appointed)
  • Scrutinizer: Suprabhat Chakraborty (Membership No. A41030 AND COP. 15878)
  • RTA: Adroit Corporate Services Pvt. Ltd
  • E-voting Provider: Purva Sharegistry (India) Private Limited

Financial and Operational Impact

  • No Dividend Recommended: Due to inadequate profits
  • No Transfer to Reserves: Due to loss in current year
  • Company Delisted: Shares delisted from BSE Limited with imposed SOP fines
  • Pending Statutory Dues:
  • SEBI SOP fines: ₹43,26,833
  • Income Tax: ₹1,79,45,100 (pending with CIT(A))
  • VAT: ₹48,74,255 (IT Investigation Unit of Commercial taxes, West Bengal)
  • BSE processing fees: ₹29,500 and reinstatement fees: ₹1,77,000

Capital Structure Impact

No change in share capital during the year. Authorized capital remains at ₹25 crore and paid-up capital at ₹23.95 crore.

Cash Flow Implications

  • Net cash used in operating activities: ₹12,319.00
  • No cash flow from investing or financing activities reported

Governance Matters

  • Board Composition: 5 directors (Vikrant Kayan, Vikash Dubey, Debjit Banerjee, Bhaskar Paul, Girija Banerjee)
  • Board Meetings: 4 meetings held during FY2024-25
  • Committee Structure: Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee
  • Key Managerial Personnel: Company Secretary and CFO not appointed (noted in Secretarial Audit Report)

Auditor Qualifications

Qualified Opinion from statutory auditors citing:

  • Non-compliance with statutory filing requirements with ROC, SEBI, and Income Tax authorities for multiple years
  • Material uncertainty related to going concern due to continuous losses and suspended operations
  • Limitations in audit scope due to unavailability of sufficient appropriate audit evidence for prior periods
  • Non-holding of AGM within prescribed time and delay in signing of audit report
  • Balances of loans, advances, trade receivables, and trade payables subject to reconciliation and not confirmed

Secretarial Audit Observations

  • Company Secretary and Chief Financial Officer not appointed
  • Non-filing of AOC-4, MGT-7 and MGT-14 for approval of Director Report and Financial Report
  • Company under suspension at BSE Ltd with imposed fines under SEBI SOP procedures

Related Party Transactions

All related party transactions were on arm's length basis in ordinary course of business. Details provided in Form AOC-2 annexed to director's report.

Voting Arrangements

  • Remote e-voting facility available through CDSL/NSDL for demat shareholders and Purva Sharegistry for physical shareholders
  • Proxy forms to be deposited 48 hours before meeting
  • Scrutinizer appointed to oversee voting process

Other Material Information

  • Company engaged in trading of Iron & Steel and other commodities
  • 83.15% shares in dematerialized form as on March 31, 2025
  • Petition filed with Securities Appellate Tribunal (SAT) for revocation of delisting
  • No fraud reported during the year per auditor's report
  • No CSR activities as provisions not applicable to company

#Tags: #NeweverTradeWings #AGM2025 #FinancialResults #SEBIDisclosure #RegulatoryCompliance #DelistedCompany #QualifiedAuditOpinion #Negative