The Resolution Professional presents to the Members the Seventeenth Annual Report ofthe Company together with the Director's Report, Audited Standalone and ConsolidatedFinancial Statements and Auditor's Report for the year ended March 31, 2024.
The members are hereby informed that pursuant to the order dated October 10, 2019, ofthe Hon'ble National Company Law Tribunal - Mumbai Bench, at Mumbai (“NCLT Order”),Corporate Insolvency Resolution Process (“CIRP”) has been initiated for the Company inaccordance with the provisions of the Insolvency and Bankruptcy Code, 2016, (“the Code”)and related rules and regulations issued thereunder. Mr. Rajendra K. Bhuta, havingRegistration No. (IBBI/IPA-001/IP-P00141/2017-18/10305) was appointed as InterimResolution Professional (“IRP”) and was subsequently appointed as the ResolutionProfessional (“RP”) in terms of the NCLT Order.
Members are further informed that pursuant to Section 17 of the Code, the powers ofBoard of Directors of the Company stand suspended effective from the CIRPcommencement date and such powers along with the management of affairs of theCompany are vested with the Resolution Professional, viz., Mr. Rajendra K. Bhuta.
A Summary of the Company's financial performance as per the financial statementsprepared according to the Ind AS for the FY 2023-24 as compared to the previousfinancial year is given below:
(Figures in lakhs except EPS)
Particulars
Standalone
Consolidated
Financial Year
2023-24
2022-23
Revenue from operations(Net)
154.59
176.38
655.47
179.87
Other Income
79.70
88.76
88.81
Total Income
234.30
265.14
735.18
268.68
Depreciation &Amortization
46.06
43.47
47.42
45.17
Finance Cost
0.05
-
13.22
9.41
Other Expenses
249.85
300.33
787.85
390.93
Extraordinary Items
Profit/Loss AfterDepreciation & Interest& Extraordinary Items
(61.66)
(78.66)
(113.31)
(176.83)
Provision for Tax
Deferred Tax
32.53
41.09
45.59
Profit After Tax
(29.13)
(37.57)
(67.72)
(135.74)
EPS
(Basic and diluted)
(0.27)
(0.35)
(0.63)
(1.27)
Note:
The RP approved these financial results only to the limited extent of discharging powersof Board of Directors of the Company conferred on him in terms of Section 17 of the Code.The Statutory Audit for the quarter and year ended on March 31, 2024, as required underRegulation 33 of SEBI (Listing Obligation and Disclosure requirements) Regulation 2015(“SEBI LODR”), has been carried out by Statutory Auditors of the Company.
As per Consolidated Financial Statements, the Company earned a total income of Rs.735.18 Lakhs during the Financial Year 2023-24, as compared to the total income of Rs.268.68 Lakhs earned in the previous Financial Year 2022-23. The Company's net loss forthe financial year ended March 31, 2024, stood at Rs. 67.72 lakhs as against the net loss ofRs. 135.74 lakhs in the previous year.
The Standalone Financial Statements of the Company states that, the Company earned atotal income of Rs. 234.30 Lakhs during the Financial Year 2023-24, as compared to thetotal income of Rs 265.14 Lakhs earned in the previous Financial Year 2022-23. TheCompany's net loss for the Financial Year ended March 31, 2024 stood at Rs. 29.13 Lakhsas against the net loss of Rs. 37.57 Lakhs in the previous year.
As stated above, pursuant to the order dated October 10, 2019, of the NCLT, CIRP hasbeen initiated for the Company in accordance with the provisions of the Insolvency andBankruptcy Code, 2016 and related rules and regulations issued thereunder. Mr.Rajendra K. Bhuta, having registration no. IBBI/IPA-001/IP-P00141/2017-18/10305 wasappointed as the IRP with effect from October 10, 2019 in terms of the NCLT Order andthe powers of the board of directors has been suspended and the same are exercisable byMr. R.K. Bhuta, the RP pursuant to Section 17 of the Code.
Further, the Hon'ble National Company Law Tribunal in its order dated January 9, 2024ordered liquidation of the Company pursuant to which the Company has filed an appealin the Hon'ble National Company Law Appeallant Tribunal (NCLAT). The furtherproceedings of Corporate Insolvency Resolution Process (CIRP) is carried on by NCLAT.
The Authorized Share Capital of the Company is Rs. 12,00,00,000/- and the paid-up share capitalof the Company is Rs. 10,70,62,770/-. There was no change in the share capital of the Companyduring the year under review.
There was no transfer to general reserve and surplus during the year ended March 31,2024.
During the year under review, there has been no change in the nature of the business ofthe Company.
During the year under review, there was no change in the name of the Company.
With a view of losses to the Company, your Board have not recommended any dividendfor the Financial Year 2023-24.
There are no underlying shares for which dividend has remained unpaid or unclaimed fora consecutive period of seven years. Therefore, there is no transfer of the same to theInvestor Education Protection Fund.
The Company has not accepted any public deposits during the Financial Year 2023-24.
Sr.
No.
Name and address ofthe Company
CIN / GLN
Holding/
Subsidiary
/
Associate
% ofshareholding
Appli
cable
Sectio
n
1.
Prabhatech GlobalIndustries PrivateLimited
U32302MH2018PTC3093
77
100
2(87)
2.
Prabhat TelecomsHong Kong Limited*
*Prabhat Telecoms Hong Kong Limited is a Defunct Company.
There are no Companies/ Body Corporate which have become or ceased to be subsidiary/Joint Venture/ Associate during the Financial Year 2023-24.
Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 (“Act”) read withthe Companies (Accounts) Rules, 2014, a statement containing salient features offinancial statements of subsidiaries and joint venture companies in Form AOC- 1 andforms part of this report as “Annexure-I". The separate financial statements in respect ofeach of the subsidiary shall be kept open for inspection at the Registered Office of theCompany. The Company will also make available these documents upon request by anyMember of the Company interested in obtaining the same.
The Company has formulated a Policy for determining Material Subsidiaries. The Policy isput up on the Company's website at www.prabhatgroup.net.
Particulars of loans, guarantees given and investments made during the year, as requiredunder Section 186 of the Act and Schedule V of the SEBI LODR, if any is provided in thenotes of the financial statements of the Company for the year ended March 31, 2024.
The particulars of contracts or arrangements with related parties as prescribed in Form No. AOC -2 of the Companies (Accounts) Rules, 2014, is annexed to this report as “ Annexure -II”. Further,the details of the transactions with Related Party are provided in the Company's financialstatements in accordance with the Accounting Standards.
The policy on Related Party Transactions of the Company ensures proper approval andreporting of the concerned transactions between the Company and its related parties,which has been approved by the Board of Directors prior to the commencement of theCIRP and the same is uploaded on the website of the Company viz.www.prabhatgroup.net.
Pursuant to the commencement of the CIRP against your Company, the powers of theBoard of Directors stands suspended and the same are exercised by the RP, inaccordance with the provisions of the Code.
• During the period under review, Mr. Gunjan Jain was the Company Secretary andCompliance Officer of the Company. However, he has tendered his resignation fromthe post with effect from July 12, 2024.
• Mr. Parag Rameshchandra Malde is the Chief Financial Officer of the Company.
Not applicable, as the Company is in CIRP during the period under review.
As stated above, Members are informed that pursuant to Section 17 of the Code, thepowers of Board of Directors of the Company stands suspended w.e.f. October 10, 2019,such powers along with the management of affairs of the Company are vested with theResolution professional, viz., Mr. Rajendra K. Bhuta and no Board Meetings with thepresence of Board of Directors were held thereafter.
During the year under review, the Company had total of 6 meetings chaired by RP whichwas held on May 22, 2023, August 7, 2023, September 5, 2023, November 8, 2023,February 2, 2024 and February 12, 2024.
Mr. Parag Rameshchandra Malde, Chief Financial Officer and Mr. Rajendra K. Bhuta,Insolvency Resolution Professional of the Company have attended all the meetings.
As stated above, Members are informed that pursuant to Section 17 of the Code, thepowers of Board of Directors of the Company stand suspended with effect from October10, 2019, such powers along with the management of affairs of the Company are vestedwith the Resolution professional, viz., Mr. Rajendra K. Bhuta and no Committee Meetingswere held thereafter.
Pursuant to the provisions of Section 139 of the Act and rules made thereunder, M/s.Harish Arora & Associates, Chartered Accountants, (Firm Registration No. 015226C) wereappointed as the Statutory Auditor of the Company at the 12th AGM of the Company, for aperiod of five (5) consecutive years from the conclusion of 12th AGM till the conclusion ofthe 17th AGM of the Company, on such remuneration as may be mutually agreed betweenthe Board (Resolution Professional) and the Auditors plus out of pocket expenses as maybe incurred.
However, the tenure of the Statutory Auditor has expired and since the company is underCorporate Insolvency Resolution Process (“CIRP”), the new auditor can be appointed byCommittee of Creditors (“COC”).
During the proceedings, one of the Financial Creditors raised the objection to theresolution plan before the Hon'ble National Company Law Tribunal (NCLT), Mumbai andpleaded to withdraw the Resolution Plan. Subsequently, NCLT Mumbai ordered forliquidation of the Corporate Debtor.
Further, a Financial Creditor filed an appeal against the Liquidation order before TheHon'ble National Company Law Appellant Tribunal (“NCLAT”). The NCLAT vide its orderdated 29th January 2024 stayed the Liquidation Order. The further proceedings is carriedon by NCLAT and the next date for outcome of appeal is October 18, 2024.
In view of these developments, the COC will appoint the new auditor after the outcome ofthe next hearing.
The Auditors' Report annexed to the financial statement for the year under reviewcontain a qualified Opinion.
As per notes mentioned in the Financial Results which states that the Company hasrecognized Non-Sustainable Debt pursuant to CIRP as part of Reserves on the basis ofthe decision taken as part of COC resolution meeting, approved by 98.15% COCMembers through vote. This adjustment is considered as per COC Committee and isrecognized in the financial results. However, such transactions are subject to NCLTapproval and should have been acknowledged on duly confirmation/acceptance fromthe NCLT court.
Under the CIRP, a resolution plan was submitted for the consideration of Committee(COC), e-voting has taken place after 9th CoC Meeting, the RP has placed on record theresults of Evoting and informed the Members and Shareholders that Resolution hasbeen approved with 98.15% votes in favour of resolution plan. The said resolutionplan filed for approval of National Company Law Tribunal (NCLT), Mumbai Bench forits approval vide order dated November 08, 2020.
In Auditors opinon, such transactions are subject to NCLT approval and should havebeen acknowledged on duly confirmation/acceptance from the NCLT court.Management believes that the aforesaid adjustment is important and could impactthe decision of the reader of the Financial Statement.
The Corporate Debtor is under Insolvency and due to cost constraints and Cash Flowissues, RP has delayed the process of appointing Internal Auditor.
In compliance with the provisions of Section 204 of the Act, Rule 9 of Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014 andRegulation 24A of SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015, the Company had appointed M/s. NVB & Associates, PracticingCompany Secretaries (Membership No: 12268; CP No. 16069) as the SecretarialAuditor to conduct the Secretarial audit of the Company for the Financial year 2024¬25.
The Secretarial Audit Report for the Financial Year 2023-24 forms part of the AnnualReport in "Annexure III". The Secretarial Audit report for the current year is self¬explanatory, therefore does not require any further explanation.
The Statutory Auditor and Secretarial Auditor of your Company have not reported anyfrauds to the Audit Committee or to the Board of Directors under Section 143(12) of theAct including rules made thereunder.
The provisions of the CSR expenditure and Composition of Committee, as provided inSection 135 of the Act is not applicable to the Company.
As per regulation 15(2A) and (2B) of SEBI LODR, the provisions as specified in Regulation17 to 21 of SEBI LODR are not applicable during the Corporate Insolvency ResolutionProcess in respect of a listed entity which is undergoing Corporate Insolvency ResolutionProcess under the Insolvency Code. Hence, Managerial Remuneration and Particulars ofEmployees is not applicable to the Company during the period under review.
As required under section 92(3) of the Act and rules framed thereunder and amendedfrom time to time, the Annual Return of the Company in prescribed Form MGT-7 isavailable on the website of the Company i.e. at www.prabhatgroup.net.
Pursuant to provisions of Section 134 of the Companies Act, 2013 read with Rule 8(3) ofthe Companies (Accounts) Rules, 2014 the details of Conservation of Energy andTechnology Absorption are as follows:
The Company has taken adequate measures to conserve energy by continuousmonitoring and effective use of energy, which is a continuous process.
No additional investment proposed.
Since it is continuous process of monitoring and usage, the impact is notquantifiable.
plprtriritv fAmnnnt in T.akfiO
2022-2023
Total Electricity Expenses
5.58
5.63
Particulars with respect to technology absorption are given below:
i. Specific areas in which R & D carried out by the Company: The Companyhas not carried out any research and development activities during theperiod under review.
ii. Benefits derived as a result of the above R & D: Not Applicable
iii. Future plan of Action: NIL
iv. Expenditure on R & D.: NIL
The Company does not have any Foreign exchange earnings / expenses during the yearunder review and therefore the information in respect of Foreign Exchange Earnings andOutgo as required by Companies (Disclosure of Particulars in the Report of Board ofDirectors) Rules, 1988 is not provided.
During the year under review, the Company has complied with the applicable provisionsof Secretarial Standards issued by The Institute of Company Secretaries of India.
As per regulation 15(2A) and (2B) of SEBI LODR, the provisions as specified in Regulation17 to 21 of SEBI LODR are not applicable during the Insolvency resolution process periodin respect of a listed entity which is undergoing Corporate Insolvency Resolution Processunder the Insolvency Code. Hence, compliance certificate from the practicing companysecretaries regarding compliance of conditions of corporate governance is not applicableto the Company during the period under review.
The Company has a well-placed, proper and adequate internal financial control systemwhich ensures that all assets are safeguarded and protected and that the transactions areauthorized recorded and reported correctly. The Company's internal financial controlsystem also comprises due compliances with Company's policies and Standard OperatingProcedures (SOPs).
The Board of the Company had, prior to commencement of the CIRP, laid down a RiskManagement framework to identify, measure, mitigate and articulate business risk andopportunities. This framework seeks to create transparenc, minimize adverse impact onthe business objective and enhance the Company's competitive advantage. This riskmanagement framework helps in managing market, credit and operations risks.
33. MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIALPOSITION OF THE COMPANY WHICH HAS OCCURRED BETWEEN THE END OF THEFINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT:
No specific material changes and commitments affecting the financial position of yourCompany have occurred between the end of the financial year under review, i.e. March31, 2024 and the date of this Report.
The Company had, prior to the commencement of the CIRP, put in place a VigilMechanism/Whistle Blower Policy in terms of the provisions of Act and the SEBI LODR,to provide a formal mechanism to the Directors and employees of the Company to reporttheir genuine concerns and grievances about unethical behaviour, actual or suspectedfraud or violation of the Company's Code of Conduct or Ethics. The details ofestablishment of Vigil Mechanism / Whistle Blower Policy are posted on the website ofthe Company at www.prabhatgroup.net.
No employee has been denied access to the Resolution Professional and that nocomplaints were received during the year and the Resolution Professional has relied onsuch representation.
As per SEBI (Prohibition of Insider Trading) Regulations, 2015, the Board of the Companyhad, prior to commencement of the CIRP, laid down a Code of Conduct for Prohibition ofInsider Trading. The Code is applicable to Promoters and Promoter's Group, suchDesignated Employees who are expected to have access to price sensitive informationrelating to the Company. The details of establishment of Code of Conduct for Preventionof Insider Trading SEBI (PIT) Regulation, 2015, are posted on the website of the Companyat www.prabhatgroup.net.
Your Company has always believed in providing a safe and harassment free workplacefor every women employee working with your Company. Your Company alwaysendeavors to create and provide an environment that is free from discrimination andharassment including sexual harassment.
Your Company has a zero tolerance for sexual harassment at workplace and, thereforehas in place a policy on prevention of sexual harassment at workplace. The said policy isin line with the provisions of the Sexual Harassment of Women at Workplace (Prevention,Prohibition and Redressal) Act, 2013 and the Rules made thereunder.
The Company's policy on the same is placed on the Company's website atwww.prabhatgroup.net.
37. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTSOR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’SOPERATIONS IN FUTURE:
In terms of the order dated October 10, 2019 of the Hon'ble National Company LawTribunal - Mumbai Bench at Mumbai (“NCLT Order”), Corporate Insolvency ResolutionProcess (“CIRP”) has been initiated against the Company in accordance with theprovisions of the Insolvency and Bankruptcy Code, 2016, (“Code”) and related rules andregulations issued thereunder and had appointed Mr. Rajendra K. Bhuta havingRegistration No. (IBBI/IPA-001/IP-P00141 /2017 /18/10305) as Insolvency ResolutionProfessional vide its order dated October 10, 2019 to manage affairs of the Company inaccordance with the provisions of the Code.
The Committee of Creditors (CoC) had approved the resolution plan on October 27, 2020,and the resolution plan was filed for approval of Hon'ble National Company Law Tribuna l(NCLT), Mumbai Bench vide dated November 08, 2020. However, due to objection from afinancial creditor having majority voting power, the approval from Committee ofCreditors lapsed.
Further, Hon'ble National Company Law Tribunal vide its order dated January 9, 2024ordered liquidation of the Company pursuant to which the trading of securities aresuspened. The Company had filed an appeal in Hon'ble National Company Law AppeallantTribunal (NCLAT). The further proceedings of Corporate Insolvency Resolution Process(CIRP) is carried on by NCLAT.
To the best of our knowledge, during the year under review, the Company has notreceived any other order from the Regulators, Courts or Tribunals which may impact theGoing Concern status or the Company's operations in future and that the Company hascomplied with all the requirements of the Listing Regulations with the Stock Exchanges aswell as regulations and guidelines of SEBI.
During the year under review, maintenance of cost records and requirements of costaudit as prescribed under the provisions of Section 148 (1) of the Act is not applicable forthe business activities carried out by the Company.
During the year under review, no postal ballot was conducted by the Company.
As per regulation 15(2A) and (2B) of SEBI LODR, the provisions as specified in Regulation17 to 21 of SEBI LODR are not applicable during the Corporate Insolvency ResolutionProcess in respect of a listed entity which is undergoing Corporate Insolvency ResolutionProcess under the Insolvency Code. Hence, Management Discussion and Analysis Reportis not applicable to the Company during the period under review.
As per regulation 15(2A) and (2B) of SEBI LODR, the provisions as specified in Regulation17 to 21 of SEBI LODR are not applicable during the Corporate Insolvency ResolutionProcess in respect of a listed entity which is undergoing Corporate Insolvency Resolution
Process under the Insolvency Code. Hence, Management Discussion and Analysis Reportis not applicable to the Company during the period under review.
42. OTHERS:
It is stated that no disclosure or reporting is required in respect of the following items as therewere no transactions on these items during the year under review:
i. BUY BACK OF SECURITIES: The Company has not bought back any of its securitiesduring the year under review.
ii. SWEAT EQUITY: The Company has not issued any Sweat Equity Shares during the yearunder review.
iii. BONUS SHARES: No Bonus Shares were issued during the year under review.
iv. EMPLOYEES STOCK OPTION PLAN: The Company has not provided any Stock OptionScheme to the employees.
v. FURTHER / RIGHT ISSUE: The Company has not issued any Equity Shares during theyear under review through Private Placement or on rights basis.
In accordance with the provisions of Section 134 of the Act, the Resolution professionalconfirms that:
i. In the preparation of annual accounts, the provisions of all applicable laws have beenfollowed and such systems were adequate and operating effectively for the financialyear ended March 31, 2024, the applicable accounting standards have also beenfollowed;
ii. Accounting policies selected have been applied consistently. Reasonable and prudentjudgments and estimates have been made so as to give a true and fair view of the Stateof affairs of the Company as at March 31, 2024, and of the profit and loss of theCompany for the year ended March 31, 2024;
iii. Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Act, for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;
iv. The annual accounts of the Company have been prepared on a going concern basis;
v. The Internal financial controls have been laid down to be followed by the Companyand such internal financial controls are adequate and operating effectively;
vi. Proper systems have been devised to ensure compliance effectively.
The Committee of Creditors (CoC) had approved the resolution plan on October 27, 2020,and the resolution plan was filed for approval of the Hon'ble National Company LawTribunal (NCLT), Mumbai Bench on November 08, 2020. However, due to objection from
a financial creditor holding majority voting power, the approval from Committee ofCreditors lapsed.
Further, Hon'ble National Company Law Tribunal vide its order dated January 9, 2024ordered liquidation of the Company pursuant to which the Company has filed an appealin Hon'ble National Company Law Appeallant Tribunal (NCLAT). The further proceedingsof Corporate Insolvency Resolution Process (CIRP) is carried on by NCLAT.
The said resolution plan is however pending for approval before the Hon'ble NationalCompany Law Tribunal (NCLT), Mumbai Bench whereas the Company's matter isinadvertently pushed to the next hearing as mentioned below:
Sr. no.
Date of hearing at NCLT during the year under review
May 10, 2023
June 12, 2023
3.
June 22, 2023
4.
July 24, 2023
5.
August 24, 2023
6.
September 04, 2023
7.
October 04, 2023
8.
October 19, 2023
9.
November 1, 2023
10.
November 23, 2023
11.
December 19, 2023
12.
January 9, 2024
13.
January 18, 2024
Date of hearing at NCLAT during the year under review
January 30, 2024
February 6, 2024
45. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE ATTHE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKINGLOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONSTHEREOF:
Resolution Plan has been put forth by the existing promoter however the same is yet tobe approved by the Hon'ble Tribunal
The securities are suspended from trading w.e.f. January 20, 2024 due to Proceduralreasons.
Your Company takes this opportunity to express deep and sincere gratitude to all thestakeholders of the Company.
For Prabhat Technologies (India) Limited(Company under Corporate InsolvencyResolution Process)
Sd/-
Rajendra K. BhutaResolution Professional
Registered Office: IBBI/IPA-001/IP-P00141/2017
402, Western Edge I, /18/10305
Kanakia Spaces, Western Express
Highway,
Borivali (East), Mumbai 400 066
Place: Mumbai
Date: September 2, 2024