Board Meeting Outcomes

The Board meeting commenced at 11:00 AM and concluded at 2:00 PM on May 28, 2026. The Board:

  • Approved the audited financial results for the quarter and year ended March 31, 2026
  • Re-designated Mrs. Hema Thakur as Independent Non-Executive Women Director effective May 28, 2026
  • Reconstituted the Audit Committee, Nomination and Remuneration Committee, and Stakeholders Relationship Committee

Financial Results Highlights (Amounts in ₹ lakhs)

Year Ended March 31, 2026 (Audited):

  • Total Income: ₹0.02
  • Total Expenditure: ₹90.27
  • Profit before exceptional items: Loss of ₹90.25
  • Exceptional Items: ₹803.39 (notional gain from property auction)
  • Profit after exceptional items: ₹434.50
  • EPS: Not explicitly stated in numerical terms

Quarter Ended March 31, 2026 (Audited):

  • Total Income: ₹0.02
  • Total Expenditure: ₹90.27
  • Profit before exceptional items: Loss of ₹90.25
  • Exceptional Items: Not specified for quarter
  • Profit after exceptional items: Loss of ₹90.25
  • EPS: (₹3.01)

Balance Sheet Position (as of March 31, 2026)

  • Total Assets: ₹141.55 lakhs
  • Total Liabilities: ₹4,605.02 lakhs
  • Negative Net Worth: Liabilities exceed assets by ₹4,463.55 lakhs

Critical Audit Matters and Qualifications

Auditors M/s. JM & Associates issued an Adverse Opinion with multiple qualifications:

1. NPA Status and Operational Shutdown:

  • Company accounts declared NPA by Indian Bank, Bank of Maharashtra, and Union Bank of India in October 2018
  • Received notices under Sections 13(2) and 13(4) of SARFAESI Act for symbolic attachment of properties
  • All business operations ceased due to blocked bank accounts
  • During FY 2020-21, closed all branches except Mumbai branch, disposed of fixed assets, and laid off majority of employees
  • Revenue from operations during current year is nil

2. Property Auctions and Notional Gain:

  • Properties in Mumbai, Kolkata, and Chennai auctioned by banks following non-payment
  • Company voluntarily handed over possession
  • Notional gain of ₹803.39 lakhs recognized from auction of office premises
  • Properties of Brent Properties Investment Pvt. Ltd. and Cheshire Properties Investment Pvt. Ltd. (corporate guarantees) auctioned by Indian Bank for ₹4.56 crore each
  • Company's properties under collateral securities auctioned by Indian Bank for ₹9.03 crore
  • Company became aware of transactions through Form 26AS statements
  • No provision for tax made, relying on IT judgments that capital gains tax not applicable when asset appropriated toward security/guarantee

3. Willful Defaulter Declaration:

  • Indian Bank, Bank of Maharashtra, and Union Bank of India declared the company, promoters, directors, and corporate guarantors as willful defaulters
  • Management has formally contested this classification

4. Settlement Proposals:

  • Company submitted one-time settlement proposals dated November 26, 2024, and June 26, 2025
  • Deposited ₹1.75 crore in "No Lien Account" with Indian Bank against proposed settlement amount of ₹22.81 crore

5. Doubtful Debt Provision:

  • Aggregate provision of ₹3,953.81 lakhs for doubtful debtors (expected credit loss) relating to export sales
  • Management has not approached RBI & FEMA for approval to write off said amount

6. Chief Financial Officer Vacancy:

  • Casual vacancy for CFO since December 1, 2022
  • Company couldn't appoint new CFO within prescribed six-month timeframe

7. Related Party Insolvency:

  • VXL Instruments Limited (CIRP commencement: November 26, 2024) and VXL Software Solutions Pvt. Ltd. (CIRP commencement: February 26, 2025) under Corporate Insolvency Resolution Process

8. Interest Provision Issues:

  • Company recognized notional interest aggregating ₹7357.05 lakhs on NPA accounts
  • Cumulative outstanding interest payable: ₹2,763.82 lakhs as of March 31, 2026
  • No bank statements or confirmations available to verify interest rates and computations

9. Other Emphasis Matters:

  • Advance tax refund receivable of ₹47.58 lakhs pertaining to ten assessment years - refunded per IT records but unable to record due to unavailable bank statements
  • Gratuity liability of ₹66.25 lakhs outstanding to employees due to unavailability of funds

Capital Structure and Shareholding

  • Equity shares of face value ₹10 each
  • Promoter has pledged 2,010,500 equity shares with Indian Bank as collateral security against credit facilities

Committee Reconstitution

Audit Committee:

1. Ms. Rajeshree Chougule (Independent Director) - Chairperson

2. Mr. Sushil Sakpal (Independent Director) - Member

3. Mr. Arunkumar Bhuwania (Non-Executive Director) - Member

Nomination & Remuneration Committee:

1. Ms. Rajeshree Chougule (Independent Director) - Chairperson

2. Mr. Sushil Sakpal (Independent Director) - Member

3. Mr. Arunkumar Bhuwania (Non-Executive Director) - Member

Stakeholders Relationship Committee:

1. Ms. Rajeshree Chougule (Independent Director) - Chairperson

2. Mr. Sushil Sakpal (Independent Director) - Member

3. Mr. Arunkumar Bhuwania (Non-Executive Director) - Member

Financial Impact Assessment

  • The adverse audit opinion indicates material uncertainties about the company's ability to continue as a going concern
  • Multiple audit qualifications have unquantified impact on financial statements
  • The notional gain of ₹803.39 lakhs presents an artificial profit while the company has substantial operational losses and negative net worth