To the Members,
Presentation on the 29th Annual Report highlighting the business and operations of the Company on a standalone basis and the audited financial statements for the financial year ended 31st March, 2022.
Pursuant to the Order dated 11th February, 2022 of the Hon'ble National Company Law Tribunal, Chennai ("NCLT Order"), Corporate Insolvency Resolution Process ("CIR Process") has been initiated against the Company in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016, ("Code") and related rules and regulations issued thereunder with effect from 19th March, 2022 (Corporate Insolvency Resolution Process Commencement Date). Mr. B Ramana Kumar has been appointed as Interim Resolution Professional ("IRP") & Resolution Professional ("RP") in terms of the NCLT Order.
The powers of Board of Directors of the Company stand suspended effective from the CIR Process commencement date and such powers along with the management of affairs of the Company are vested with the IRP in accordance with the provisions of Section 17 and 23 of the Insolvency Code read with Regulation 15(2A) & (2B) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
1. FINANCIAL RESULTS
The Company's financial performance for the year under review along with previous year's figures are given hereunder:
(Audited) (Amount in Rs. Lakhs )
2. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS
The turnover of the financial year 2021-2022 was Rs 161.7 Lakhs and the turnover of the Previous financial year 2020-2021 was Rs. 146.91 Lakhs. During the Year the Company was in loss of Rs. (515.88) Lakhs.
Transfer to Reserves:
The Company has not transferred any amount to the general reserve during the current financial year.
2. STATE OF COMPANY'S AFFAIRS
The Company has not undertaken worthwhile business activity.
Corporate Insolvency Resolution Process (CIRP):
A petition for initiation of Corporate Insolvency Resolution Process under Section 10 of the Insolvency and Bankruptcy Code, 2016 filed by Mr. A.S. Sathish Kumar, Practicing Company Secretary (PCS) on behalf of the Company (Corporate Applicant) has been admitted against the Company vide Honorable National Company Law Tribunal, Chennai bench order dated 11/02/2022 and Mr. B Ramana Kumar has been appointed as IRP/RP by NCLT, Chennai Bench under Section 13(1) (c) of the Insolvency and Bankruptcy Code, 2016. As a part of CIRP, financial and operational creditors were called upon to submit their claims to the IRP on or before 2nd April, 2022, being the last date of submission.
Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR), and in accordance with the requirements of sub-clause 16(h) of Para A of Part A of Schedule III of LODR read with Section 25(2)(h) of Insolvency & Bankruptcy Code, 2016 and Regulation 36A of IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016, the Invitation for Expression of Interest in Form - G was published on 24th April, 2022 for its submission to the RP on or before 11 th May, 2021.
3. DIRECTORS AND KEY MANAGERIAL PERSONNEL
There are no changes in the board of directors of the company, as per CIRP regulation after an appointment of IRP/RP the existing board were suspended and IRP/RP mange the company. As per Hon'ble NCLT Chennai Bench order dated 11th February, 2022 the company went in to CIRP and IP Mr. B Ramana Kumar was appointed as an Interim/Resolution Profession.
Further, as per Regulation 15(2A) of SEBI LODR, the provisions of regulation 17 shall not be applicable during the insolvency resolution process period in respect of a listed entity which is undergoing corporate insolvency resolution process under the Insolvency Code and that the role and responsibilities of the board of directors as specified under regulation 17 shall be fulfilled by the interim resolution professional or resolution professional in accordance with sections 17 and 23 of the Insolvency Code.
4. DIRECTORS RESPONSIBILITY STATEMENT
The directors are suspended subsequent to the order of the NCLT, Chennai Bench, however in accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement: —
(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis; and
(e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. Internal financial control means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.
(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report as stipulated under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2018 ("SEBI LODR Regulations") is given separately forming part of this Annual Report.
7. REPORT ON CORPORATE GOVERNANCE
Since the paid up capital of the Company is less than Rs. 10.00 Crore and Net Worth of the Company is Less than Rs. 25.00 Cr, the Provisions of Corporate Governance are not applicable on the Company in terms of Securities and Exchange Board of India (Listing Obligation and Disclosure requirement) Regulations, 2015.
8. AUDITORS
(i) Statutory Auditors
Pursuant to Section 139 of the Companies Act, 2013 and Rules made thereunder, the appointment of M/s. R. Chandrasekar & Co., Chartered Accountants, as the statutory auditors was approved by the Shareholders of the Company for five years till Annual General Meeting scheduled to be held in the year 2024 to act as Statutory Auditors of the Company.
(ii) Secretarial Auditor & the Secretarial Audit Report
Mr. Shalu Singhal prop of M/s Shalu Singhal & Associates, Practicing Company Secretary was appointed as Secretarial Auditor by the Board of Directors for the financial year 2021-22 and her report is attached separately to this report. There were certain qualifications, observations, reservation or comments or other remarks in the Secretarial Audit Reports.
9. DIVIDEND
No Dividend recommended for financial 2021-22 due to loss (Company under CIRP).
10. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND
The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.
11. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
Apart from the Orders of NCLT and other Court(s) Orders, completion of CIRP process under IBC, and State of Company's Affairs as stated earlier, no material changes and commitments, affecting the financial position of the Company have occurred after the end of the financial year 2021 -22 and till the date of this report.
12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to conservation of energy, technology absorption, Foreign exchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished as an Annexure to this report.
13. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY
As the element of risk threatening the Company's existence is very minimal, the risk management system has yet to be implemented.
14. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable due to carried forward loss.
15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.
16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
There was no contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review. Disclosure in Form AOC2 is furnished as an annexure to this report.
17. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS IN THEIR REPORTS
There were no qualification, reservation or adverse remarks made by the either by the Auditors.
18. COMPANY'S POLICY RELATING TO DIRECTORS' APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES
Not Applicable since the Company is under CIRP.
19. ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is updated at the website of the Company i.e. www.jrfoods.in.
20. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
The Company held 5 Board meetings during the financial year under review on following dates.
- 29th June, 2021;
- 13th August, 2021;
- 6th September, 2021;
- 14th November, 2021;
- 9th February, 2022.
21. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint venture or Associate Company.
22. DEPOSITS
The Company has neither accepted nor renewed any deposits during the year under review.
23. DECLARATION OF INDEPENDENT DIRECTORS
The Company is under CIRP and accordingly power of the Board has been suspended. Further, the Company has not received declaration(s) from any independent director as required to be obtained under section 149(7) of Companies Act 2013 after the appointment of RP.
24. RISK MANAGEMENT POLICY
Pursuant to Section 134(3)(n) of the Companies Act, 2013, the Company has developed and implement the Risk Management Policy for the Company including identification therein of elements of risk, if any, which is in the opinion of the Board may threaten the existence of the Company.These are discussed at the meeting of the Audit Committee and the Board of Directors of the Company.
At present the Company has not identified any element of risk which may threaten the existence of the Company.
25. DISCLOSURE OF COMPOSITION OF COMMITTEE AND PROVIDING VIGIL MECHANISM
Your Company has constituted the following committees:
- Audit Committee;
- Stakeholders Relationship Committee;
- Nomination and Remuneration Committee
26. SHARES
a. BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year under review.
c. SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year under review.
d. BONUS SHARES
No Bonus Shares were issued during the year under review.
e. EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
27. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has a formal system of internal control testing which examines both the design effectiveness and operational effectiveness to ensure reliability of financial and operational information and all statutory / regulatory compliances. The Company has a strong monitoring and reporting process resulting in financial discipline and accountability.
28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
A petition for initiation of Corporate Insolvency Resolution Process filed by Corporate Applicant, and the same has been admitted against the Company vide NCLT, Chennai bench order dated 11th February, 2022 and Mr. B Ramana Kumar has been appointed as Interim Resolution Professional/Resolution Professional by NCLT, Chennai Bench.
29. HUMAN RESOURCES
There are no employees as on date on the rolls of the Company who are in receipt of Remuneration which requires disclosures under Section 134 of the Companies Act, 2013 and Companies (Particulars of Employees) Rules, 1975.
During the year under review, relationship with the employees is cordial.
30. FORMAL ANNUAL EVALUATION
The provisions of section 134(3)(p) of the Act read with rule 8(4) of the Companies (Accounts) Rules, 2014 for having formal self-annual evaluation by the Board of Directors is applicable to the Company. However, the Company is under Corporate Insolvency Resolution Process (CIRP) and the entire Board is suspended, hence no formal evaluation of the Board has taken place.
31. FAMILIARISATION PROGRAM
The company regularly communicates with all Independent Directors to provide detailed understanding of the activities of the company including specific projects either at the meeting of the Board of Directors or otherwise. However, there has been no such program after the appointment of CIRP order and appointment of RP.
32. DISCLOSURES BY DIRECTORS
The Board of Directors have submitted notice of interest in Form MBP 1 under Section 184(1) as well as intimation by directors in Form DIR 8 under Section 164(2) and declarations as to compliance with the Code of Conduct of the Company. However, there has been no such disclosure after the appointment of CIRP order and appointment of RP.
33. ACKNOWLEDGEMENTS
Your Directors wishes to take this opportunity to place on record their gratitude and sincere appreciation for the timely and valuable assistance and support received from Bankers, Central & State Government, Local Authorities, Share Transfer Agents, Auditors, Customers, Suppliers, Advisors, Consultants, Associates and Regulatory Authorities and Resolution Professional, and their team as well as their deep appreciation and dedication of company's employees at all levels and look forward to their continued support in the future as well.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS (Suspended during CIRP)