During the year under review, Mr. Mukesh Verma
bearing IP Registration Number IBBI Reg. no. IBBI/IPA-
001/IP-P01665/2019-2020/12522 was the Resolu¬
tion Professional of the Company upto December 18,
2023.

Further, pursuant to the Order dated December 19,

2023, Liquidation of IMP Powers Limited (‘the Compa¬
ny’) was ordered by the Hon’ble National Company
Law Tribunal, Ahmedabad Bench and Mr. Ravindra
Kumar Goyal bearing IBBI Reg. No. IBBI/ IPA-001 /IP-
P-02019/ 2020-2021/13098 was appointed as the
Liquidator of the Company. Accordingly, the day to day
affairs of the Company w.e.f. December 19, 2023 are
being managed by the Liquidator under overall super¬
vision of stake holders committee. As on March 31,

2024, the Company was under Liquidation.

The current status of the Liquidation of the Company
is given under the para “MATERIAL CHANGES AND
COMMITMENTS AFFECTING THE FINANCIAL POSITION
OF THE COMPANY" forming part of this report.

Pursuant to Section 17 of the Insolvency and Bank¬

ruptcy Code, 2016, the powers of Board of Directors of
the Company stand suspended effective from the CIRP
commencement date i.e. March 29, 2022 and such
powers along with the management of affairs of the
company were vested with the Resolution Professional
till December 18, 2023 and subsequently with the Liq¬
uidator w.e.f. December 19, 2023.

Accordingly, Company has prepared Liquidators’ Re¬
port instead of Board report and said report has been
signed by Liquidator only instead of Chairman or any
director on behalf of Board of Directors (SUSPENDED)
as required u/s 134 of the Companies Act, 2013.

The Liquidator has pleasure in presenting the 62^nd
Annual Report on the business and operations of
the Company together with the Audited Financial
Statements along with the report of the Auditors for
the year ended 31^st March, 2024.

FINANCIAL SUMMARY

Your Company’s Standalone and Consolidated Per¬
formance during the Financial Year (F.Y.) 2023-24
as compared with that of the previous Financial
Year (F.Y.) 2022-23 is summarized below.

The financial highlights of the Company are as fol¬
lows:

(Rs. In Lakhs)

STATE OF COMPANY’S AFFAIRS

During the Financial Year 2023-24, the Company
was under CIRP till December 18, 2023 and under
Liquidation w.e.f. December 19, 2023.

For the financial year ended 31^st March, 2024,
your Company has reported standalone total reve¬
nue of Rs. 229.31 Lakhs and incurred net loss of
Rs. 2048.99 Lakhs as compared to previous year's
total revenue of Rs. 2839.61 Lakhs and net loss of
Rs. 5195.95 Lakhs.

SHARE CAPITAL

The Share Capital of the Company, as on 31^st
March, 2024 was 8,63,87,630/- (Rupees Eight
Crores Sixty Three Lakhs Eighty Seven Thousand
Six Hundred and Thirty only).

The Company has neither issued shares with dif¬
ferential rights as to the dividend, voting or other¬
wise nor issued sweat equity shares. There is no
scheme for employee stock option or provision of
money for shares of the Company to the employ¬
ees or Directors of the Company during the afore¬
said period.

TRANSFER TO GENERAL RESERVES AND DIVIDEND

Owing to the losses and ongoing Liquidation, no
Dividend is possible for the year ended March 31,
2024 and it is not recommended to transfer any
amount to General Reserve for the year ended
March 31, 2024.

PARTICULARS OF LOANS, GUARANTEES
AND INVESTMENTS

Details of Loans, Guarantees and Investments cov¬
ered under the provisions of Section 186 of the
Companies Act, 2013 are given in the notes to the
Financial Statement.

FUTURE OUTLOOK

The Successful Purchaser of the Company has suc¬
cessfully deposited the consideration as per the
Letter of Intent (LOI) issued by the Liquidator of the
Company for selling the Company as a “Going Con¬
cern" as per Regulation 32(e) of the Insolvency and
Bankruptcy Board of India (Liquidation Process)

Regulations, 2016 on “As is where is, as is
what is, whatever there is and without re¬
course basis". The Liquidator has issued a
Sale Certificate in favour of Successful Pur¬
chaser as per the order of Honourable NCLT,
Ahmedabad.

The Company has taken following Operation¬
al Steps:

• Change in Business Mix - Movement
from Govt. business to Non Govt. Busi¬
ness

However, intermittent STOP-START-STOP flip¬
ping of business operations lead to lot of
uncertainty, impacting our liquidity.

INTERNAL FINANCIAL CONTROLS &
THEIR ADEQUACY

Your Company’s internal controls systems
commensurate with the nature and size of its
business operations. Adequate internal con¬
trols, systems and checks are in place and
the management exercises financial controls
on the operations through a well-defined
budget monitoring process and other stand¬
ard operating procedures.

DIRECTORS’ RESPONSIBILITY

STATEMENT

As stipulated under section 134(3)(c) read
with Section 134(5) of the Companies Act,
2013, your Directors hereby state and con¬
firm that:

a) in the preparation of the Annual Ac¬
counts for the financial year ended 31^st
March, 2024, the applicable account¬
ing standards have been followed.
There are no material departures from
the applicable accounting standards;

b) Accounting policies and applied them
consistently and made judgements
and estimates that are reasonable
and prudent so as to give a true and
fair view of the state of the affairs of

the Company as on 31^st March, 2024
and of the loss of the Company for that
period;

c) Proper and sufficient care for the mainte¬
nance of adequate accounting records in
accordance with the provisions of the
Companies Act, 2013 for safeguarding
the assets of the Company and for pre¬
venting and detecting fraud and other
irregularities;

d) Annual Accounts on a going concern ba¬
sis;

e) Internal financial controls to be followed
by the Company and that such internal
financial controls are adequate and were
operating effectively and

f) Proper systems to ensure compliance
with the provisions of all applicable laws
and such systems were adequate and
operating effectively.

BOARD OF DIRECTORS (Suspended) &
KEY MANAGERIAL PERSONNEL

Following are the changes in the Board of Direc¬
tors and Key Managerial Personnel during the
year under review:

As your Company is in Liquidation, No Change is
proposed. Power of Board of Directors have been
suspended pursuant to section 17 of the IBC
2016 on the commencement of the CIRP and
Liquidation.

Ms. Deepali Rohira was appointed as the Compa¬
ny Secretary and Compliance Officer of the Com¬
pany w.e.f. August 28, 2023.

As the Company was under CIRP/Liquidation dur¬
ing the year under review, the Board of Directors
stand suspended and hence annual declarations
of Independence from Independent Directors of
the Company were not received. Also, the second
term of Mr. Ramdas T. RajGuroo, Independent
Director (Suspended) is upto September 29,
2024.

MEETINGS OF THE BOARD OF DIREC¬
TORS

During the year under review, due to the ongoing
CIRP and Liquidation, the powers of the Board
remains suspended and accordingly, no meeting
of the Board of Directors or committees thereof
were held. Further, the duties and responsibilities
of the Board were fulfilled by the Resolution Pro¬

fessional upto December 18, 2023 and by the Liq¬
uidator w.e.f. December 19, 2023 and all decisions
were taken by the Resolution Professional/
Liquidator at its duly convened meeting. The inter¬
vening gap between the meetings was within the
prescribed period under the Companies Act, 2013
(“Act") and SEBI LODR Regulations.

BOARD EVALUATION

As the Company was under CIRP/Liquidation dur¬
ing the year under review, no formal annual eval¬
uation has been done for the directors perfor¬
mance and that of the committees and individual
directors as required under the provisions of Sec¬
tion 134 read with Rule 8(4) of the Companies
(Accounts) Rules, 2014 during the Financial Year
2023-24.

FAMILIARISATION PROGRAMME FOR IN¬
DEPENDENT DIRECTORS

The Familiarization Programme for Independent
Directors aims to provide them an opportunity to
familiarize with the Company, its Management
and its operations so as to gain a clear under¬
standing of their roles, rights and responsibilities
and contribute significantly towards the growth of
the Company. They have full opportunity to inter¬
act with Senior Management Personnel and are
provided all the documents required and sought
by them for enabling them to have a good under¬
standing of the Company, its business model and
various operations and the industry of which it is
a part. The details of such familiarization pro¬
grammes for Independent Directors are posted
on the website of the Company viz. www.imp-
powers.com.

DETAILS OF COMMITTEES OF THE
BOARD

1. Audit Committee

Pursuant to the provisions of Section 177(8)
of the Companies Act, 2013, Rule 6 of the
Companies (Meetings of Board & its Powers)
Rules, 2014 and Regulation 18 read with
Part C of Schedule II of the Securities and
Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations,
2015, your Company has constituted an Au¬
dit Committee of the Board of Directors. The
details regarding the composition and terms

of reference of Audit Committee of the Com¬
pany are disclosed in the report of Corporate
Governance, which forms part of this Annual
Report.

During the Financial Year 2023-24, no meet¬
ings of the Audit Committee were held due to
the Company being under CIRP/Liquidation.

2. Nomination & Remuneration Committee

Pursuant to the provisions of Section 178 of
the Companies Act, 2013, Rule 6 of the
Companies (Meetings of Board & its Powers)
Rules, 2014 and Regulation 19 read with
Part D of Schedule II of the Securities and
Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations,
2015, your Company has constituted a Nom¬
ination and Remuneration Committee of the
Board of Directors. The details regarding the
composition and terms of reference of Nomi¬
nation & Remuneration Committee (“NRC")
of the Company are disclosed in the report of
Corporate Governance, which forms part of
this Annual Report.

Further, due to the Company being under
CIRP/Liquidation during FY 2023-24, no
meeting of NRC was held during the year
under review.

3. Stakeholders Relationship Committee

Pursuant to the provisions of Section 178 of
the Companies Act, 2013 and Regulation 20
read with Part D of Schedule II of the Securi¬
ties and Exchange Board of India (Listing
Obligations and Disclosure Requirements)
Regulations, 2015, your Company has con¬
stituted a Stakeholders’ Relationship Com¬
mittee (“SRC" ) of the Board of Directors. The
details regarding the composition and terms
of reference of Stakeholders Relationship
Committee of the Company are disclosed in
the report of Corporate Governance, which
forms part of this Annual Report.

Further, due to the Company being under
CIRP/Liquidation during FY 2023-24, no
meeting of SRC was held during the year un¬
der review.

4. Corporate Social Responsibility
Committee

Pursuant to the provisions of Section 135
of the Companies Act, 2013 and the
Companies (Corporate Social Responsibil¬
ity Policy) Rules, 2014, your Company has
constituted a Corporate Social Responsi¬
bility (CSR) Committee of the Board of
Directors. However, company is not re¬
quired to incur any expenditure on CSR
due to accumulated loses.

DEPOSITS

Your Company has not accepted any depos¬
its within the meaning of Section 73 of the
Act and the Companies (Acceptance of De¬
posits) Rules, 2014 and no amount on ac¬
count of principal or interest on public de¬
posits was outstanding as on March 31,
2024.

EXTRACT OF ANNUAL RETURN

As required under Section 134(3)(a) and
Section 92(3) of the Act, the data on Annual
Return has been uploaded on the Compa¬
ny’s website viz. www.imp-powers.com.

SUBSIDIARY

The Company has one subsidiary, namely,
IMP Energy Limited (IEL). IEL is engaged in
complete EPC Work of small hydro Power
(SHP) business. IEL sets up small hydro pow¬
er plants of upto 5 MW capacity and does
the entire EPC work. IEL has already suc¬
cessfully commissioned its 1st hydro project
on EPC basis at Bairas (2 x 750KW) in Octo¬
ber 2017 and 2nd EPC Hydro Project at San-
grah (2 x 750KW).

The Company has attached along with its
financial statements, a separate statement
containing the salient features of the finan¬
cial statements of the said subsidiary in
“Form AOC-1" which is annexed as
“Annexure - A".

As required under Regulation 16(1)(c) of the
Listing Regulations, the Company has formulat¬
ed the Policy on Materiality of Subsidiaries and
the same is published on the Company’s web¬
site viz. www.imp-powers.com.

As per Section 134 of the Act and Rule 8(1) of
the Company (Account) Rules, 2014, the con¬
solidated financial statements have been pre¬
pared by the Company in accordance with the
Indian Accounting Standards. The audited con¬
solidated financial statements together with
the Auditor’s Report forms part of this Annual
Report.

DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the Listing Regu¬
lations as amended upto date, the Company
has adopted a Dividend Distribution Policy. The
same is published on the Company’s website
at www.imp-powers.com.

CHANGE IN THE NATURE OF BUSINESS

During the year under review, there was no
change in the nature of business of the Compa¬
ny.

MATERIAL CHANGES AFFECTING THE
FINANCIAL POSITION OF THE COMPA¬
NY

Pursuant to the Order dated December 19,
2023, Liquidation of IMP Powers Limited (‘the
Company’) was ordered by the Hon’ble Nation¬
al Company Law Tribunal, Ahmedabad Bench
and Mr. Ravindra Kumar Goyal bearing IBBI
Reg. No. IBBI/ IPA-001 /IP-P-02019/ 2020-
2021/13098 was appointed as the Liquidator
of the Company. Accordingly, the day to day
affairs of the Company w.e.f. December 19,
2023 are being managed by the Liquidator un¬
der overall supervision of committee of credi¬
tors (SCC).

At present, your company is under Liquidation.
The Successful Purchaser of the Company has
successfully deposited the consideration as per
the Letter of Intent (LOI) issued by the Liquida¬
tor of the Company for selling the Company as
a “Going Concern" as per Regulation 32(e) of

the Insolvency and Bankruptcy Board of India
(Liquidation Process) Regulations, 2016 on “As
is where is, as is what is, whatever there is and
without recourse basis". The Liquidator has is¬
sued a Sale Certificate in favour of Successful
Purchaser as per the order of Honourable NCLT,
Ahmedabad.

In the Para “Future Outlook", the Company has
already stated the challenges, opportunities,
key steps taken by the Company and the Future
Outlook.

SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS, COURTS
OR TRIBUNALS

Pursuant to the Order dated December 19,
2023, Liquidation of IMP Powers Limited (‘the
Company’) was ordered by the Hon’ble National
Company Law Tribunal, Ahmedabad Bench and
Mr. Ravindra Kumar Goyal bearing IBBI Reg.
No. IBBI/ IPA-001 /IP-P-02019/ 2020-

2021/13098 was appointed as the Liquidator
of the Company. Accordingly, the day to day af¬
fairs of the Company w.e.f. December 19, 2023
are being managed by the Liquidator under
overall supervision of committee of creditors.

Prior to this, the Company was under CIRP upto
December 18, 2023.

VIGIL MECHANISM & WHISTLE BLOWER
POLICY

The Company has a vigil mechanism/whistle
blower policy to deal with instance of fraud and
mismanagement. The details of the said policy
are explained in the Corporate Governance Re¬
port and also posted on the website of the Com¬
pany viz. www.imp-powers.com .

CONSERVATION OF ENERGY, TECHNOL¬
OGY ABSORPTION AND FOREIGN EX¬
CHANGE EARNINGS AND OUTGO

The information as per Section 134(3)(m) of the
Companies Act, 2013 read with the Companies
(Account) Rules, 2014 with respect to conserva-

tion of energy, technology absorption & foreign
exchange earnings and outgo are given in
“Annexure - B" to this report.

MANAGERIAL REMUNERATION AND PAR¬
TICULARS OF EMPLOYEES

Disclosure pertaining to the remuneration and
other details as required under Section 197(12)
of the Act read with Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is given in annexure and
forms part of this report. However, as per the pro¬
visions of the section 136(1) of the Act, this Re¬
port is sent to the shareholders excluding the
said information. Any shareholder interested in
obtaining such particulars may write to the Com¬
pany at the Registered Office of the Company.

PARTICULARS OF CONTRACTS AND AR¬
RANGEMENTS WITH RELATED PARTIES

The details of related party transactions are pro¬
vided in the accompanying financial statements.
In conformity with the requirements of the Act
read with SEBI LODR Regulations, the Policy on
Related Party Transactions as approved by the
Board is available on the Company’s website and
can be accessed through www.imp-powers.com.

None of the Directors nor KMP had any pecuni¬
ary relationships or transactions vis-a-vis the
Company except the sitting fees paid to Directors
and remuneration paid to KMPs, if any.

During the year under review, no transactions
were entered into with any Related Parties. Ac¬
cordingly, the disclosure of Related Party Trans¬
actions as required under Section 134(3)(h) of
the Act, in Form AOC-2 is not applicable to your
Company.

PARTICULARS OF LOANS GIVEN, IN¬
VESTMENT MADE, GUARANTEES GIVEN
AND SECURITIES PROVIDED

Pursuant to the provisions of Section 186 of the
Act, the details of Loans, Guarantees and Invest¬
ments made by the Company as at 31^st March,
2023 are given in the notes to the Financial
Statements.

RISK MANAGEMENT

Business risks exist for any enterprise hav¬
ing national and international exposure. Your
Company also faces such risks, the key ones
being - a longer than anticipated delay in
economic revival, unfavorable exchange rate
fluctuations, emergence of inflationary con¬
ditions, rise in counterfeits and look-alikes
and any unexpected changes in regulatory
framework.

The Company is well aware of these risks
and challenges and has put in place mecha¬
nisms to ensure that they are managed and
mitigated with adequate timely actions.

MANAGEMENT DISCUSSION AND
ANALYSIS REPORT

A report on Management Discussion and
Analysis which includes details on the state
of affairs of the Company as required under
the Regulation 34(2)(e) of SEBI LODR Regu¬
lations, forms part of this Annual Report.

CORPORATE GOVERNANCE

Report on Corporate Governance duly ap¬
proved by the Liquidator/Board of Directors
(Suspended) in accordance with SEBI LODR
Regulations, along with a certificate from the
Statutory Auditors confirming the compli¬
ance is given separately in this Annual Re¬
port.

AUDITORS
1. Statutory Auditors

Pursuant to Section 139 to 144 of the Com¬
panies Act, 2013 and Rules 3 to 6 of the
Companies (Audit and Auditors) Rules, 2014
the Members of the Company had at their
61st Annual General Meeting held on 30th
September, 2023, approved the appoint¬
ment of M/s. Shyam S. Gupta as the Statuto¬
ry Auditors of the Company to hold the office
from the conclusion of ensuing 61st AGM till
the conclusion of the 62nd AGM of the Com¬
pany.

Accordingly, the tenure of M/s. Shyam S.

Gupta as the Statutory Auditors expires at this en¬
suing 62^nd AGM. The Liquidator has proposed the
appointment of M/s. BJS and Associates, Char¬
tered Accountants (Firm Regn. No. 113268W) as
the Statutory Auditors of the Company for a period
of 5 years from the conclusion of this 62^nd Annual
General Meeting (“AGM") upto the conclusion of
67^th AGM of the Company to the shareholders for
their approval.

Below are the details of Disclaimer of Opinion in
the Auditors Report and the Liquidator response in
respect of the same:

1. As per SA 510, para 10, read with SA 705
(Revised) as applicable, when an auditor is unable
to obtain sufficient appropriate audit evidence re¬
garding the opening balances, the auditor shall
express an opinion (qualified opinion or a disclaim¬
er of opinion), as appropriate, in accordance with
SA 705 (Revised). Since we were unable to obtain
appropriate audit evidences pertaining to opening
balances to the extent as mentioned in subsequent
paras and other financial information, (where appli¬
cable), we express a disclaimer of opinion—
Remarks are self-explanatory and hence does not
require further explanation from Ex-management/
Liquidator.

2. The company has not carried out detailed as¬
sessment of the useful life of Company’s assets as
company is in progress of updating fixed assets
register, so assets wise useful life working is not
possible, hence depreciation has been adjusted,
based on past historical trend and not as per the
notification to Schedule II of the Companies Act,
2013. We are unable to comment on the impact on
statement of Profit & Loss Account—The Company
is under Liquidation. Remarks are self-explanatory
and hence does not require further explanation
from Ex-management/Liquidator. Depreciation is
provided as per Schedule II.

3. The company has not complied with Ind AS - 19,
with respect to employee benefits. Actuarial valua¬
tion certificate has not been obtained for gratuity
and other post-employment benefits—Already tak¬
en the certificate and provision is made according
to the Acturian Certificate. Ind AS-19 has been
complied.

4. The Company has, on the basis of their inter¬
nal evaluation, valued inventories for the period
ended 31st March, 2024 at Rs. 9,85,22,485.
In the view of current Liquidation Process fol¬
lowed by liquidation process, and no production
activities since long time and in absence of val¬
uation report and any supporting papers, we
are unable to comment on the realizability of
the inventories—The Company is under Liquida¬
tion. Remarks are self-explanatory and hence
does not require further explanation from ex-
management/Liquidator.

5. For the period ended 31st March 2024, the
company has Gross Trade Receivables for Rs.
39,82,93,341 out of which no provision for
doubtful debt/ECL has been created in the pre¬
vious financial years. Further the said balances
are aged more-than three years hence, In the
view of current Liquidation Process followed by
liquidation process, and no production activities
during review period and in absence of valua¬
tion report and any supporting papers, we are
unable to comment on the carrying value of the
said receivables. Further in the absence of suf¬
ficient appropriate audit evidence we are una¬
ble to review said receivables and accordingly
necessary audit procedures couldn’t be per¬
formed on the same—The Company is under
Liquidation. Remarks are self-explanatory and
hence does not require further explanation
from ex-management/Liquidator.

6. In absence of independent bank confirma¬
tions for 4 current accounts, as required under
SA 505 - External Balance Confirmation, hav¬
ing a book balance of Rs. 1,52,464.88 as on
March 31, 2024 also non-availability of Bank
account statements for 4 current accounts hav¬
ing a book balance of Rs. 1,52,464.88 as on
March 31, 2024 led to incomplete supporting
for our audit opinion. Hence, we are unable to
comment on the bank transactions as well as
the closing balances as appearing in the books
of accounts for the said bank balances—The
Company is under Liquidation and Bank has
not provided relevant information. The claims
are already approved and put on respective
website by the Liquidator.

7. For the period ended 31st March 2024, the com¬
pany has reported “Other Current Assets" includes
interest accrued/receivables Rs. 6,81,34,772,
EMD/ Margin Money and Other Deposits Rs.
1,26,09,438 and Balance with Government Author¬
ities Rs. 49,98,779. The said balances are aged
and are subject to confirmations. In the view of cur¬
rent Liquidation Process followed by liquidation pro¬
cess, and no production activities during review pe¬
riod and in absence of any supporting papers, we
are unable to comment on the carrying value of the
said balances of “Other Current Assets". Further in
the absence of sufficient appropriate audit evi¬
dence we are unable to review said receivables and
accordingly necessary audit procedures couldn’t be
performed on the same—The Company is under Liq¬
uidation. Remarks are self-explanatory and hence
does not require further explanation from ex-
management/Liquidator.

8. Property, Plant & Equipment - The company has
not carried out detailed assessment of the useful
life of Company’s assets as company is in progress
of updating fixed assets register, so assets wise
useful life working is not possible, hence deprecia¬
tion has been adjusted, based on past historical
trend and not as per the notification to Schedule II
of the Companies Act, 2013. We are unable to com¬
ment on the impact on statement of Profit & Loss
Account—The Company is under Liquidation. Re¬
marks are self-explanatory and hence does not re¬
quire further explanation from ex-management/
Liquidator. Depreciation is provided as per Sched¬
ule II.

9. In respect of Finance cost we draw attention to
note no. 47 of the standalone financial statement
of the Company, that it has not provided finance
cost related with interest expenses for the year end¬
ed on March 31, 2024 as the account of the Com¬
pany has been classified as Non-Performing Assets
(NPA) by all lenders on financial facilities availed
from them. Due to non-provision of the interest ex¬
penses, Loss for the year ended on March 31,
2024 is understated. Amount is not determinable—
Remarks are self-explanatory and hence does not

require further explanation from ex-management/
Liquidator.

10. The Company is in the process of reconciling
direct/indirect tax related balances as per books
of account and as per tax records. Accordingly, we
are unable to comment whether these balances
are fairly stated in the books - Remarks are self¬
explanatory and hence does not require further
explanation from ex-management/Liquidator.

11. Material Uncertainty related to Going Concern:

a) the company has accumulated losses and
its net worth has been eroded. The company has
incurred net loss during the current year and in the
earlier year(s), the company’s current liabilities
exceed its current assets and the company has a
high debt-equity ratio as at 31st March, 2024,
earnings per share is negative.

b) Uncertainty in Going Concern due to initia¬
tion of liquidation vide order date 19th December,
2023 of Hon’ble NCLT Ahmedabad Bench. Accord¬
ingly, audited consolidated financial results of the
Company for year ended March 31, 2024 have
been reviewed by Liquidator. The status of the
Company being under liquidation and impact aris¬
ing therefrom as such cannot be commented upon
by us. However, the standalone financial state¬
ments are prepared on the going concern assump¬
tion.

The Liquidator is striving to maintain the going
concern status till a final decision is taken by
Hon’ble NCLT.

Further, there are no frauds, details of which as
required to be reported under Section 143(12) of
the Act.

2. Cost Auditor

M/s. NNT & Co., Cost Accountant (Formerly known as
M/s. N. Ritesh & Associates) were appointed as Cost
Auditors by the Company under Section 148 of the Act.

The Resolution Professional has re-appointed M/s. NNT
& Co. as Cost Auditors of the Company for the Financial
Year 2024-25. The Company is seeking the ratification
of the remuneration to be paid to M/s. NNT & Co., Cost
Auditors of the Company in respect of Cost Audit for the
financial year ended 31^st March, 2025 as mentioned in
the Notice convening 62^nd AGM.

3. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Compa¬
nies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
the Resolution Professional had appointed M/s. Harsh
Kothari & Associates, Practicing Company Secretaries
(ACS: F12935 and CP: 22951), to undertake the Secre¬
tarial Audit of the Company for the financial year 2023¬
24 and issue Secretarial Audit Report. The Secretarial
Audit Report for the financial year ended 31^st March,
2024 is appended as “Annexure - C-1” to this Report.

The Secretarial Auditor has made following qualifica-
tions/observations:

1. As per Section 203 of the Companies Act, 2013
(“the Act”) and as per Regulation 6(1) of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“Listing Regulations”), the
Company had not appointed Company Secretary
till August 27, 2023.

2. As per Section 170 of the Act, DIR-12 has to be
filed for appointment or Resignation of CFO. Mr.
Shanti Lal Surana resigned as the CFO of the
Company w.e.f. 04.07.2022. However, DIR-12 for
the same is not filed as on the date of issue of
this Report.

3. The Company has not filed Form MGT-7 for the
year ended 31.03.2023 with the ROC.

4. The Company has not filed Form CRA-2 for the
year ended 31.03.2023 and 31.03.2024 with the
ROC.

5. The Company has not filed Form CRA-4 for the
year ended 31.03.2023 with the ROC.

6. Delay as observed infiling Form DIR-12 for ap¬
pointment of Company Secretary during the year
under review.

7. There was delay in payment of Listing Fees to
stock exchanges under Regulations 14 of the List¬
ing Regulations.

8. The Company has not filed Form MSME-1 for the
half year ended 31.09.2023 and 31.03.2024
with ROC.

9. As per Regulation 17 (b) and (c) of the Listing Regu¬
lations, the Board of Directors shall comprise of at-
least one Women Director and the Board shall com¬
prise of not less than six Directors. However, as on
31.03.2024, there was no Women Director on the
Board and there were only four Directors on the
Board of the Company.

10. The Company has not submitted the Financial State¬
ments for the period ended 30.06.2023 to the
Stock Exchanges within the stipulated time frame as
per Regulation 30 and 33 of the Listing Regulations.

11. There was a delay in submission of Investor Griev¬
ance Report for the quarter ended 30.06.2023 and

31.03.2024 as per Regulation 13(3) of the Listing
Regulations to the Stock Exchanges by the Compa¬
ny.

12. There was a delay in submission of Share Holding
Pattern for the quarter ended 30.06.2023 and

31.03.2024 as per Regulation 31(1)(b) of the List¬
ing Regulations to the Stock Exchanges by the Com¬
pany;

13. There was a delay in submission of Reconciliation of
Share Capital Audit Report for the quarter ended
30.06.2023 and 31.03.2024.

14. There was a delay in submission of Certificate under
Regulation 40(9) of the Listing Regulations for the
year ended 31.03.2024 to the Stock Exchanges by
the Company.

15. There was a delay in submission of Certificate under
Regulation 7(3) of the Listing Regulations for the
year ended 31.03.2024 to the Stock Exchanges by
the Company.

16. The Promoter Disclosure as per Regulation 31(4) of
the SEBI (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011 has not been submit¬
ted by the Promoters for the year ended March 31,
2024.

17. Website of the Company is not updated as per Regu¬
lation 46 of the SEBI LODR.

18. The Company has not submitted the SDD Compli¬
ance Certificate.

19. As per Regulation 24(1) of the SEBI (Listing Obliga¬
tions and Disclosure Requirements), 2015, atleast 1
Independent Director of the Holding Listed Company
shall be on Board of Directors of Material Unlisted
Subsidiary Company. No Independent Director of the
Company is appointed on the Board of IMP Energy
Limited ('Material Unlisted Subsidiary').

20. The Company has not transferred the funds to IEPF
as required under the provisions of the Act.

Ex-Managements'/ Liquidator response to Qualification/

Observations:

1. The delay/non-filing of returns/information/
disclosures to the ROC/other statutory or regulatory
authorities was due to ongoing CIRP/Liquidation of
the Company and limitation of resources and funds.

2. The Company had published an ad in newspaper
twice. However, due to the Company being under
CIRP, no applications were received. Further, the RP

has appointed Ms. Deepali Rohira as the Company
Secretary and Compliance Officer of the Company
w.e.f. August 28, 2023.

3. The information regarding resignation of CFO shall
be filed with the ROC at the earliest.

4. Due to the Company being under CIRP/Liquidation
during the year under review, Board stands sus¬
pended and hence no new Directors are appointed.

5. The management of the Company has taken all
necessary steps and actions to do proper and time¬
ly compliance. It assures to do timely compliance in
future under various applicable acts & regulations.

6. The delay in transfer to IEPF was on account of limi¬
tation of resources in the Company due to ongoing
CIRP. Company is in the process to comply with the
same at the earliest.

7. The Company is in the process of complying with all
the provisions of the Act and Listing Regulations as
mentioned in the Secretarial Audit Report.

8. The Company had filed Form MGT-7 for the year
ended 31.03.2023 as an attachment to Form GNL-
2. However, the said form was rejected by the ROC.
Further, as the Company went into Liquidation w.e.f.
19.12.2023, it is not allowed to file any forms on
the MCA V2 portal as its status is “Under Liquida¬
tion”. Hence, certain forms which are to be filed by
the Company on MCA V2 portal are pending to be
filed.

SECRETARIAL AUDIT OF MATERIAL SUBSIDIARY

In accordance with Reg. 24 A of the Listing Regulations,
the Secretarial Audit Report of IMP Energy Limited
(Material Subsidiary) is attached as Annexure C-2 to this
Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY RE¬
PORT:

The Company was not in the Top 1,000 companies as per
Market Capitalisation as on March 31, 2024, at both the
Stock Exchanges, where it is listed namely - BSE Limited
and National Stock Exchange of India Limited. Accordingly,
the Company is not required to submit a Business Re¬
sponsibility and Sustainability Report (which replaces the
earlier requirement of a Business Responsibility report) in
view of Regulation 34 read with Regulation 3(2) of the
SEBI (Listing Obligations and Disclosures Requirements)
Regulations, 2015.

MAINTENANCE OF COST RECORDS:

The provisions of Section 148(1) of the Act are applicable
to the Company. M/s. NNT & Co., Cost Accountant, had
been appointed to carry out the Cost Audit of the Compa¬
ny for the FY ended March 31, 2024.

COMPLIANCE WITH SECRETARIAL STANDARDS
ON BOARD AND GENERAL MEETINGS

During the Financial Year under review, your Company
has complied with the applicable Secretarial Standards
issued by the Institute of Company Secretaries of India
(ICSI), as far as applicable due to the Company being
under CIRP/Liquidation.

DISCLOSURE UNDER THE SEXUAL HARASS¬
MENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL)
ACT, 2013

The Company has formed a Committee and framed a
Policy on “Prevention of Sexual Harassment of Women
at Work Place” and matters connected therewith or inci¬
dental thereto covering all the aspects as contained
under the Sexual Harassment of Women at Work Place
(Prohibition, Prevention and Redressal) Act, 2013. Dur¬
ing the year under review, no complaints were received
pursuant to the Sexual Harassment of Women at Work
Place (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENTS

The Board of Directors/Liquidator places on record its
sincere appreciation for the dedicated services rendered
by the employees of the Company at all levels and the
constructive co-operation extended by them. Your Direc¬
tors would also like to express their grateful apprecia¬
tion for the assistance and support by all Shareholders,
Government Authorities, Auditors, Bankers, Financial
Institutions, Customers, Employees, Suppliers, other
business associates and various other stakeholders.

For IMP Powers Limited
Sd/-

Ravindra Kumar Goyal
Liquidator

IBBI Reg. No. IBBI/ IPA-001 /IP-P-02019/ 2020-
2021/13098

Date: September 2, 2024
Place: Mumbai