TO THE MEMBERS OF IMP POWERS LIMITED
Resolution Professional has pleasure in presenting the 61st
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 31st
March, 2023.
CORPORATE INSOLVENCY RESOLUTION PROCESS (CIRP)
Pursuant to the Order dated 29th March, 2022 of the
Hon'ble National Company Law Tribunal, Ah- medabad Bench, Corporate Insolvency
Resolution Process ("CIRP') has been Initiated against the Company in accordance with
the provisions of the Insolvency and Bankruptcy Code, 2016, ("the Code") and
related rules and regulations issued thereunder with effect from 29th March,
2022 (CIRP Commencement Date). Pursuant to Section 17 of the Code, the powers of Board of
Directors of
the Company stand suspended effective from the CIRP commencement date
and such powers along with the management of affairs of the company are vested with the
Resolution Professional ("RP") viz Mr. Mukesh Verma bearing IP Registration
Number IBBI Reg. no. IBBI/IPA-001/IP-P01665/2019- 2020/12522. Accordingly, day to day
affairs are being managed by resolution professional under overall supervision of
committee of creditors. Presently, Corporate Insolvency Resolution Process (CIRP) is in
advanced stage as CoC is looking into the resolution plan(s) received in the matter.
Accordingly, Company has prepared Resolution Professional report
instead of Board report and said report has been signed by RP only instead of Chairman or
any director on behalf of Board of Directors as required u/s 134 of the Companies Act,
2013.
FINANCIAL SUMMARY
Your Company's Standalone and Consolidated Performance during the
Financial Year (F.Y.) 2022 - 23 as compared with that of the previous Financial Year
(F.Y.) 2021 - 22 is summarized below
The financial highlights of the Company are as follows:
Particulars |
Standalone |
Standalone |
Consolidated |
Consolidated |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Turnover |
2839.61 |
6673.99 |
2839.61 |
6673.99 |
Other Income |
- |
- |
- |
- |
Total Revenue from Operations |
2839.61 |
6673.99 |
2839.61 |
6673.99 |
Profit/ (Loss) before Finance
Cost, Depreciation & Taxes |
(5793.32) |
(14112.35) |
(5798.58) |
(14101.50) |
Less: Depreciation |
627.89 |
700.71 |
630.27 |
707.63 |
Less: Finance Cost |
30.52 |
770.71 |
28.63 |
806.03 |
Profit/ (Loss) before Exceptional
Item & Tax |
(5195.95) |
(15583.77) |
516.94 |
15615.16 |
Exceptional Item |
- |
(3433.25) |
- |
(3433.25) |
Profit/ (Loss) before Tax |
(5195.95) |
(19017.02) |
(5196.94) |
(16826.73) |
Less: Current Tax |
- |
- |
- |
- |
Less: Deferred Tax |
- |
3274.03 |
- |
3266.05 |
Profit/ (Loss) after Tax |
(5195.95) |
(22291.05) |
(5196.94) |
(22314.46) |
Earnings Per Share |
|
|
|
|
Basic |
(60.16) |
(258.10) |
(60.17) |
(258.28) |
Diluted |
(60.16) |
(258.10) |
(60.17) |
(258.28) |
STATE OF COMPANY'S AFFAIRS
During the Financial Year 2022-23, the Company was under CIRP.
For the financial year ended 31st March, 2023, your Company has
reported standalone total revenue of Rs. 2839.61 Lakhs and incurred net loss of Rs.
5195.95 Lakhs as compared to previous year's total revenue of Rs. 6673.99 Lakhs and net
loss of Rs. 22291.05 Lakhs.
SHARE CAPITAL
The Share Capital of the Company, as on 31st March, 2023 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 differential rights as to
the dividend, voting or otherwise nor issued sweat equity shares. There is no scheme for
employee stock option or provision of money for shares of the Company to the employees or
Directors of the Company during the aforesaid period.
TRANSFER TO GENERAL RESERVES AND DIVIDEND
Owing to the losses and ongoing CIRP, no Dividend is possible for the
year ended March 31, 2023 and it is not recommended to transfer any amount to General
Reserve for the year ended March 31, 2023.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the notes to the
Financial Statement.
FUTURE OUTLOOK
At present, your company is under CIRP. Committee
of creditors has not approved the resolution plan(s) received in the
matter. Accordingly, the Resolution Professional has filed an application with the
Hon'ble NCLT under Section 33(1) of IBC and the decision of Hon‘ble NCLT will
have binding effect on all stakeholders.
The Company has taken following Operational Steps:
Change in Business Mix - Movement from Govt. business to Non Govt.
Business
However, intermittent STOP-START-STOP flipping 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 controls, systems and checks
are in place and the management exercises financial controls on the operations through a
well-defined budget monitoring process and other standard 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 confirm that:
a) in the preparation of the Annual Accounts for the financial year
ended 31st March, 2023, the applicable accounting 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 31st March, 2023 and of the loss of the Company for that period;
c) Proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
d) Annual Accounts on a going concern basis;
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 & KEY MANAGERIAL PERSONNEL
Following are the changes in the Board of Directors during the year
under review:
Mr. Shantilal Surana was appointed as Chief Financial Officer (CFO) of
the Company w.e.f. 29th January, 2021. Mr. Surana resigned as CFO w.e.f. 04th
July, 2022.
Ms. Deepali Rohira has been appointed as the Company Secretary and
Compliance Officer of the Company w.e.f. August 28, 2023.
Shri Ajay R. Dhoot, Vice - Chairman & Wholetime Director and Shri
Aditya R. Dhoot, Managing Director are the Key Managerial Personnel (KMPs) of the Company
as on the date of this report.
Though, power of Board of Directors have been suspended pursuant to
section 17 of the IBC
2016 on the commencement of the CIRP, but as statutory compliance,
re-appointment of directors are necessary.
RETIREMENT BY ROTATION
Shri Ajay R. Dhoot (DIN: 00210424) shall retire by rotation at the
ensuing 61st Annual General Meeting (AGM) of the Company in accordance with the provisions
of the Section 152 of Companies Act, 2013 and being eligible offers himself for
re-appointment.
INDEPENDENT DIRECTORS
Mr. Ramdas T. RajGuroo, and Mr. Praveen Saxena are the Independent
Directors as on date of this report. The Company has received annual declarations of
Independence from Independent Directors of the Company and the Company can confirm that
the Independent Directors fulfill the conditions specified in the Act and the Listing
Regulations and are independent of the management.
MEETINGS OF THE BOARD OF DIRECTORS
During the year under review, due to the ongoing CIRP, 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 Professional and all decisions were taken by the Resolution
Professional at its duly convened meeting. The intervening gap between the meetings was
within the prescribed period under the Companies Act, 2013 ("Act") and SEBI LODR
Regulations.
BOARD EVALUATION
As the Company is under CIRP since March 29, 2022, no formal annual
evaluation has been done for the directors performance and that of the committees and
individual directors as re-
quired under the provisions of Section 134 read with Rule 8(4) of the
Companies (Accounts) Rules, 2014 during the Financial Year 2022-23.
FAMILIARISATION PROGRAMME FOR INDEPENDENT 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 understanding of their roles, rights and responsibilities and
contribute significantly towards the growth of the Company. They have full opportunity to
interact with Senior Management Personnel and are provided all the documents required and
sought by them for enabling them to have a good understanding of the Company, its business
model and various operations and the industry of which it is a part. The details of such
familiarization programmes 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 Audit Committee of the Board of Directors. The details regarding the
composition and terms of reference of Audit Committee of the Company are disclosed in the
report of Corporate Governance, which forms part of this Annual Report.
During the Financial Year 2022-23, no meetings of the Audit Committee
were held due to the Company being under CIRP.
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
Nomination and Remuneration Committee of the Board of Directors. The details regarding the
composition and terms of reference of Nomination & 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 during FY 2022-23, 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 Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company
has constituted a Stakeholders' Relationship Committee ("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 during FY 2022-23, no
meeting
of SRC was held during the year under review.
4. Corporate Social Responsibility Committee
Pursuant to the provisions of Section 135 of the Companies Act, 2013
and the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company has
constituted a Corporate Social Responsibility (CSR) Committee of the Board of Directors.
However, since the Company does not fall under the requirements of Section 135 of the
Companies Act, 2013, it is not liable to spend any amount on CSR activity during the year
DEPOSITS
Your Company has not accepted any deposits within the meaning of
Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 and no amount
on account of principal or interest on public deposits was outstanding as on March 31,
2023.
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 Company'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 power plants of upto 5 MW capacity and does the entire EPC work. IEL has already
successfully commissioned its 1st hydro project on EPC basis at Bairas (2 x 750KW) in
October 2017 and 2nd
EPC Hydro Project at Sangrah (2 x 750KW). The Company has attached
along with its financial statements, a separate statement containing the salient features
of the financial 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 formulated the Policy on Materiality of Subsidiaries and the same is published
on the Company's website viz. www.imp-powers.com.
As per Section 134 of the Act and Rule 8(1) of the Company (Account)
Rules, 2014, the consolidated financial statements have been prepared by the Company in
accordance with the Indian Accounting Standards. The audited consolidated financial
statements together with the Auditor's Report forms part of this Annual Report.
CHANGE IN THE NATURE OF BUSINESS
During the year under review, there was no change in the nature of
business of the Company.
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY
Pursuant to the Order dated 29th March, 2022 of the
Hon'ble National Company Law Tribunal, Ahmedabad Bench, Corporate Insolvency
Resolution Process ("CIRP') was initiated against the Company in accordance with the
provisions of the Insolvency and Bankruptcy Code, 2016, ("the Code") and related
rules and regulations issued thereunder with effect from 29th March, 2022 (CIRP
Commencement Date). Pursuant to Section 17 of the Code, the powers of Board of Directors
of the Company stand suspended effective from the CIRP commencement date and such powers
along with the management of affairs of the company are vested with the Resolution
Professional ("RP") viz Mr. Mukesh Ver-
ma bearing IP Registration Number IBBI Reg. no.
IBBI/IPA-001/IP-P01665/2019-2020/12522.
Committee of creditors has not approved the resolution plan(s) received
in the matter. Accordingly, the Resolution Professional has filed an application with the
Hon'ble NCLT under Section 33(1) of IBC and the decision of Hon'ble NCLT will have
binding effect on all stakeholders.
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 29th March, 2022 of the
Hon'ble National Company Law Tribunal, Ah- medabad Bench, Corporate Insolvency
Resolution Process ("CIRP') was Initiated against the Company in accordance with the
provisions of the Insolvency and Bankruptcy Code, 2016, ("the Code") and related
rules and regulations issued thereunder with effect from 29th March, 2022 (CIRP
Commencement Date). Pursuant to Section 17 of the Code, the powers of Board of Directors
of the Company stand suspended effective from the CIRP commencement date and such powers
along with the management of affairs of the company are vested with the Resolution
Professional ("RP") viz Mr. Mukesh Verma bearing IP Registration Number IBBI
Reg. no.IBBI/IPA-001/IP-P01665/2019- 2020/12522.
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 Report and also posted on the website of the Company viz.
www.imp-powers.com .
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
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 conservation of energy,
technology absorption & foreign exchange earnings and outgo are given in
"Annexure - B" to this report.
MANAGERIAL REMUNERATION AND PARTICULARS 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 provisions of the section 136(1) of the Act, this Report
is sent to the shareholders excluding the said information. Any shareholder interested in
obtaining such particulars may write to the Company at the Registered Office of the
Company.
PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
The details of related party transactions are provided 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 pecuniary relationships or
transactions vis-a-vis the Company except the sitting fees paid to Directors and
remuneration paid to KMPs, if any.
Accordingly, the disclosure of Related Party Transactions as required
under Section 134(3)(h) of the Act, in Form AOC-2 is not applicable to your Company.
PARTICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND
SECURITIES PROVIDED
Pursuant to the provisions of Section 186 of the Act, the details of
Loans, Guarantees and Investments made by the Company as at 31st March, 2023 are given in
the notes to the Financial Statements.
RISK MANAGEMENT
Business risks exist for any enterprise having 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 conditions, 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 mechanisms 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 Regulations, forms part of this Annual Report.
CORPORATE GOVERNANCE
Report on Corporate Governance duly approved by the Board of Directors
in accordance with SEBI LODR Regulations, along with a certificate from the Statutory
Auditors confirming the compliance is
given separately in this Annual Report.
AUDITORS 1. Statutory Auditors
Pursuant to Section 139 to 144 of the Companies Act, 2013 and Rules 3
to 6 of the Companies (Audit and Auditors) Rules, 2014, the Members of the Company had at
their 60th Annual General Meeting held on 02nd February, 2023, approved the appointment of
M/s. Shyam S. Gupta as the Statutory Auditors of the Company to hold the office from the
conclusion of ensuing 60th AGM till the conclusion of the 61st AGM of the Company.
Accordingly, the tenure of M/s. Shyam S. Gupta as the Statutory
Auditors expires at this ensuing 61st AGM. The Resolution Professional propose the
continuation of M/s. Shyam S. Gupta & Associates, Chartered Accountants (Firm Regn.
No. 0007309C) as the Statutory Auditors of the Company for a period of 1 year (FY
2023-24), from the conclusion of the ensuing 61st AGM till the conclusion on 62nd AGM of
the Company to the shareholders for their approval.
Below are the details of Qualified Opinion in the Auditors Report and
the Management response in respect of the same:
Basis of Qualified Opinion |
Management Response |
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 ended on March 31, 2023 as the account of the Company has been reclassified as Non-
Performing Assets (NPA) by all lenders on financial facilities availed from them. Due to
non-provision of the interest expenses, Loss for the year ended on March 31, 2023 is
understated. Amount is not determinable. |
Remarks are self-explanatory
and hence does not require further explanation from management |
Material Uncertainty related to
Going Concern:
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, 2023, earnings per share is negative.
In our opinion, based on the above, the company does not appear to be a
going concern. The status of the Company being going concern and impact arising therefrom
as such cannot be commented upon by us.
However, the standalone financials statements are prepared on the going
concern assumption. |
The COC and RP are striving to
maintain the going concern status till a final decision is taken by Hon'ble NCLT, as per
the CIRP guidelines. |
Tax related Balances:
The Company is in the process of reconciling direct/indirect tax related
balances as per books of account and as per tax records. |
The same has been provided in
the Contingent Liability. |
Other Current Assets:
It mainly includes advances to vendors, balances with government
authorities and other recoverable. In the absence of confirmations from such parties, we
are unable to comment on it including its recoverable value etc. Bank Guarantees amounting
Rs.39.15 Crores issued to the customers are invoked by them during the year ended on March
31, 2023. The entire amount is retained as receivable based on the RP/management |
Most of the parties are
government parties and they have not confirmed their balances. Bank Guarantee has been
shown in Contingent Liability. |
Cash and Cash Equivalents:
To confirm the balances of the Company, held as on March 31, 2023 from the
records of the Banks we had only 2 bank statements of balances held as on that date, no
other bank's statements were provided. As there was no transaction during the year in
those remaining banks of which bank statements not provided, we have to rely on the
audited opening balances carried forward from previous year for the reconciliation with of
books of account of the Company. |
Remarks are self-explanatory
and hence does not require further explanation from management |
Borrowings:
The Company has been categorised as Non-Performing Asset by the lender
banks and majority of the Lender Banks stopped debiting interest on their outstanding
debts. Accordingly, the Company had not recognised interest expense on the borrowings.
Lender Banks. As per the IBC, the RP has received, collated, verified the claims submitted
by the creditors of the Company till May 01, 2023. The RP received claims amounting to Rs.
440.91 crores from Financial Creditors (including Rs. 42.21 crores from unsecured
financial creditors) and after verification admitted a sum of Rs. 408.24 crores (including
Rs. 37.10 crores from unsecured financial creditors). Further, RP has received claims from
the various classes of operational/ other creditors totalling to Rs.173.61 crores out of
which Rs. 86.80 crores been admitted against the company as per the provisions of IBC
2016. Pending reconciliation of the claims admitted with the books of accounts, the impact
of such claims, if any, that may arise has not been considered in the preparation of the
aforesaid financial results as on March 31, 2023. |
Remarks are self-explanatory
and hence does not require further explanation from management |
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 2023-24. 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 31st March, 2024 as
mentioned in the Notice convening 61st AGM.
3. Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies 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: 55111 and CP: 22951), to undertake the Secretarial Audit of the
Company for the financial year 202223 and issue Secretarial Audit Report. The Secretarial
Audit Report for the financial year ended 31st March, 2023 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 and as per Regulation
6(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Company has not appointed Company Secretary during the Financial Year 2022-23.
2. The Company has not paid listing fees to stock exchanges under
Regulations 14 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.
3. As per Section 170 of the Companies Act, 2013, DIR-12 has to be
filed for appointment or Resignation of CFO. Mr. Shanti Lal Surana resigned as the CFO fo
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.
4. As per Regulation 17 (b) and (c) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Board of Directors shall comprise of
atleast one Women Director and the Board shall comprise of not less than six Directors.
However, as on 31.03.2023, there was no Women Director on the Board and there were only
four Directors on the Board of the Company.
5. The Company has not submitted the Financial Statements for the
periods ended 30.06.2022 and
30.09.2022 to the Stock Exchanges within the stipulated time frame as
per Regulation 30 and 33 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
6. There was a delay in submission of Investor Grievance Report for the
quarter ended 30.06.2022 as per Regulation 13(3) to the Stock Exchanges by the Company.
7. There was a delay in submission of Related Party Transactions for
the half year ended 30.09.2022 as per Regulation 23(9) to the Stock Exchanges by the
Company;
8. There was a delay in submission of Share Holding Pattern for the
quarter ended 30.06.2022,
30.09.2022 and 31.12.2022 as per Regulation 31 (1)(b) to the Stock
Exchanges by the Company;
9. Website of the Company is not updated as per Regulation 46 of the
SEBI LODR.
10. The Company has not filed Form MSME-1 for the half year ended
31.03.2023.
Managements' 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 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 ongoing CIRP, Board stands suspended and hence no new
Directors are appointed.
5. The management of the Company has taken all necessary steps and
actions to do proper and timely compliance. It assures to do timely compliance in future
under various applicable acts & regulations.
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 REPORT:
The Company was not in the Top 1,000 companies as per Market
Capitalisation as on March 31, 2023, 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 Responsibility 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 Company for the FY ended March 31, 2023.
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).
DISCLOSURE UNDER THE SEXUAL HARASSMENT 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 incidental thereto covering all the aspects as contained under the Sexual
Harassment of Women at Work Place (Prohibition, Prevention and Redressal) Act, 2013.
During 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/RP 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 Directors would also like to express
their grateful appreciation for the assistance and support by all Shareholders, Government
Authorities, Auditors, Bankers, Financial Institutions, Cus
tomers, Employees, Suppliers, other business associates and various
other stakeholders.
For IMP Powers Limited
Sd/-
Mukesh Verma
Resolution Professional
IBBI Reg. no. IBBI/IPA-001/IP-P01665/2019-
2020/12522
Date: September 04, 2023
Place: Mumbai
