Detailed Summary

Key Quantitative Figures

  • Revenue from Operations (FY26): ₹328.98 lakhs
  • Other Income (FY26): ₹20.68 lakhs
  • Total Income (FY26): ₹349.66 lakhs
  • Total Expenses (FY26): ₹61.18 lakhs
  • Profit Before Tax (FY26): ₹288.48 lakhs
  • Net Profit (FY26): ₹288.48 lakhs
  • Paid-up Equity Share Capital: ₹643.99 lakhs (face value ₹10.00)
  • Earnings Per Share (Discontinued Operations, Basic & Diluted, FY26): ₹4.48
  • Total Assets (31-Mar-2026): ₹3,825.18 lakhs
  • Total Liabilities (31-Mar-2026): ₹1,752.30 lakhs
  • Net Worth (31-Mar-2026): ₹2,072.88 lakhs
  • Cash and Cash Equivalents (Year-end): ₹382.50 lakhs

Dates of Action

  • Board Meeting Date: 30th May 2026 (11:30 AM to 12:30 PM)
  • Financial Year Ended: 31st March 2026
  • Effective Date for New MD Appointment: 30.05.2026 (subject to shareholder approval)
  • NCLT Order Date: 18th August 2025
  • Application for Revocation of Trading Suspension Filed: 16th April 2025

Parties Involved

  • Statutory Auditor Appointed: M/s. Patel Soni Shah & Co, Chartered Accountants (FRN:127904W)
  • Secretarial Auditor Appointed: M/s. Ronak Jhuthawat & Co., Practicing Company Secretaries (COP No.12094)
  • Internal Auditor Appointed: M/s. Dhruvan Dalwadi & Co, Chartered Accountants (FRN:145106W)
  • Current Auditor (Issuing Disclaimer): S Parth & Co (Firm Registration Number: 154463W), CA Parth Shah (Proprietor, Membership Number: 198530)
  • Managing Director Appointed: Mr. Ravi Dhirajlal Vagadiya (DIN: 09187005)
  • Director & CFO: Mr. Prashant Ghanshyambhai Ukani (DIN: 03406521)
  • Regulator: Hon'ble NCLT, Mumbai Bench-IV
  • Stock Exchange: BSE Limited (Scrip Code: 539833)

Purpose/Rationale

  • Statutory Auditor Appointment: For a five-year term (1st April 2026 to 31st March 2031) as recommended by the Audit Committee.
  • Secretarial Auditor Appointment: For a five-year term (1st April 2026 to 31st March 2031) as recommended by the Audit Committee.
  • Internal Auditor Appointment: For the financial year 2026-2027 as recommended by the Audit Committee.
  • MOA/AOA Amendment: To align with the format prescribed under the Companies Act, 2013.
  • MD Appointment: To formalize the tenure and remuneration of Mr. Ravi Dhirajlal Vagadiya.

Financial/Operational Impact

  • Audit Opinion: Disclaimer of Opinion due to unresolved matters related to the implementation of the Resolution Plan under IBC.
  • Business Change: The company has ceased NBFC activities and surrendered its NBFC license pursuant to the NCLT order. It proposes to start business in "manufacturing of metal & metal based products" but had not commenced any such business as of 31st March 2026.
  • Capital Restructuring: The existing paid-up equity share capital of ₹6,995.13 lakhs (6,99,51,325 shares of ₹10 each) is to be cancelled. Post-restructuring:
  • Existing public shareholders shall be issued 1 equity share for every 1,000 equity shares held.
  • 3,00,000 equity shares shall be allotted to unsecured financial creditors.
  • 60,00,000 fresh equity shares shall be subscribed by the Resolution Applicant/promoter group.
  • The Resolution Applicant/promoter group shall hold approximately 94.99% post-resolution.
  • The company shall comply with minimum public shareholding requirements within permitted timelines.
  • Settlement Instrument: 0% Compulsorily Convertible Debentures (CCDs) of face value ₹1,00,000 each, aggregating to ₹21.46 crore, to be issued to unsecured financial creditors.

Capital Structure Impact

Significant dilution and change in shareholding pattern is pending. The current paid-up capital is reported as ₹643.99 lakhs, but the restructured capital is not yet reflected in the financial statements or demat holdings.

Cash Flow Implications

Not specifically quantified in the disclosure beyond the figures presented in the cash flow statement.

Basis for Audit Disclaimer of Opinion

The auditor issued a disclaimer due to:

1. Pending Capital Restructuring: Implementation of the Resolution Plan's equity restructuring is incomplete, pending approvals from Stock Exchanges, NSDL/CDSL, and other authorities. Effects are not reflected in the financials or shareholding pattern.

2. Cessation of NBFC Business: The company ceased NBFC activities post-NCLT order, and financial results have been restated under Ind AS, but the full impact may not be captured.

3. Incomplete Management Handover: The current management lacks complete access to all historical books, records, and supporting documents. Detailed verification, reconciliation, and fair valuation of assets/liabilities under Ind AS is still in progress.

4. Lack of Sufficient Audit Evidence: Due to the above, the auditor could not obtain sufficient appropriate evidence regarding completeness, valuation, classification, and financial effects, making it impossible to determine required adjustments or disclosures.

Additional Notes from Financials

  • The company was primarily engaged in financing in India. Post-CIRP, it has not started any new business.
  • Figures for previous periods have been regrouped and rearranged for comparison.
  • The trading of the company's shares remains suspended, with an application for revocation filed and under process.

Annexures Disclosed

  • Annexure-I: Audited Financial Results for Q4 and FY ended 31-Mar-2026
  • Annexure-IA: Statement on Impact of Audit Qualifications (Disclaimer of Opinion)
  • Annexure-II: Details for Appointment of Statutory Auditors
  • Annexure-III: Details for Appointment of Secretarial Auditors
  • Annexure-IV: Details for Appointment of Internal Auditors
  • Annexure-V: Details for Amendment in Memorandum of Association
  • Annexure-VI: Details for Amendment in Articles of Association
  • Annexure-VII: Details for Appointment of Managing Director