Company Overview

AGM Details

The 39th Annual General Meeting will be held on Wednesday, 30th September, 2026 at 10:00 AM at Daji Parab Sabhagruh, Near Ramdhut Building, Mahadev Palav Marg, Curry Road (East), Mumbai 400012.

Register of Members Closure: 24th September, 2026 to 30th September, 2026 (both days inclusive)

Ordinary Business:

1. To receive, consider and adopt audited financial statements for FY 2025-26 with reports of Board and Auditors

2. To consider re-appointment of Mr. Aditya Bhuwania (DIN: 00018911) who retires by rotation

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

| Particulars | FY 2025-26 (₹ Lakhs) | FY 2024-25 (₹ Lakhs) |

| Revenue from operations | 0.00 | 0.00 |

| Other Income | 0.10 | 2.10 |

| Profit/(Loss) before Tax | 434.50 | (391.71) |

| Profit/(Loss) After Tax | 434.50 | (391.71) |

| Total Comprehensive Income | 434.40 | (392.67) |

Key Financial Position (as at 31st March, 2026):

  • Paid-up equity capital: ₹300.23 lakhs
  • Negative net worth: ₹(4,463.55) lakhs
  • Total borrowings: ₹1,716.96 lakhs
  • Cumulative interest payable on NPA accounts: ₹2,763.82 lakhs
  • Cash and cash equivalents: ₹0.92 lakhs

Critical Audit Qualifications

Statutory Auditors (JM & Associates) issued an adverse opinion with 10 key qualifications:

1. NPA Status & Legal Proceedings: Company accounts declared NPA with notice under Section 13(4) of SARFAESI Act for symbolic attachment of properties. Received summons from Debts Recovery Tribunal, Mumbai from all three lender banks.

2. Property Auctions: Properties in Mumbai, Kolkata, and Chennai auctioned by banks without complete information on auction proceeds. Properties of Brent Properties and Cheshire Properties (invoked under corporate guarantees) auctioned by Indian Bank for ₹4.56 crore each. Company's properties under collateral securities auctioned for ₹9.03 crore.

3. Exceptional Items: Company reported profit primarily due to notional gain of ₹803.39 lakhs from auction of office premises. No provision made for tax on auction gains citing judicial precedents.

4. Wilful Defaulter Declaration: Bank of Maharashtra, Indian Bank and Union Bank of India declared company, promoters, directors and corporate guarantors as wilful defaulters.

5. One-Time Settlement: Deposited ₹175 lakhs in "non-lien account" with Indian Bank as part of proposed OTS of ₹22.81 crores.

6. Going Concern: Auditors supported management's going concern assessment despite severe financial stress.

7. Doubtful Debtors: Aggregate provision of ₹3,953.81 lakhs for doubtful debtors relating to export sales without RBI/FEMA approvals for write-off.

8. CFO Vacancy: Casual vacancy for Chief Financial Officer since 1st December 2022 not filled within prescribed 6-month period.

9. Related Party Insolvency: VXL Instruments Limited (CIRP commencement: 26.11.2024) and VXL Software Solutions Pvt. Ltd. (CIRP commencement: 26.02.2025) under corporate insolvency resolution process.

10. Interest Provision Accuracy: Recognized notional interest of ₹357.05 lakhs on NPA accounts without bank statements or confirmations, potentially misstating finance costs and borrowings.

Secretarial Audit Observations

SPRS & Co. LLP identified 21 compliance issues including:

  • Loans from directors and related parties without proper compliance
  • Non-functional company website
  • Delay in appointment of CFO beyond statutory timeline
  • Delay in payment of BSE listing fees
  • Appointment of former Company Secretary as Independent Director in potential contravention of Section 149
  • Multiple delays in regulatory filings and disclosures
  • Non-publication of newspaper advertisements as required
  • Non-dispatch of KYC letters to physical shareholders

Operational Status

  • No business operations during FY 2025-26 (revenue ₹0.00)
  • All branches except Mumbai closed since FY 2020-21
  • Majority employees laid off across all branches
  • Bank accounts blocked due to NPA status
  • Accumulated losses exceed net worth, resulting in negative net worth

Board and Committee Composition

Directors as on 31st March, 2026:

  • Mr. Arunkumar Bhuwania (Chairman & Director)
  • Mr. Aditya Bhuwania (Whole Time Director)
  • Mrs. Hema Thakur (Independent Director - resigned w.e.f. 25th May, 2026)
  • Mrs. Rajeshree Chougule (Independent Director)
  • Mr. Sushil Sakpal (Independent Director - appointed 13th August, 2025)

Key Managerial Personnel:

  • Mr. Aditya Bhuwania (Whole-time Director)
  • Mr. Hussain Bohra (Company Secretary & Compliance Officer)

Bankers: Indian Bank, Bank of Baroda, Union Bank of India

Auditors: JM & Associates, Chartered Accountants, Mumbai

RTA: Bigshare Services Pvt. Ltd.

Shareholding Pattern

  • Promoter holding: 74.45% (22,35,160 shares)
  • Public holding: 25.55%
  • Equity shares listed on BSE Limited (BSE)
  • Delisting application from Calcutta Stock Exchange in process