IMEC Services Ltd
Directors Reports
To,
The Members of IMEC Services Limited
Your Directors have pleasure in presenting the 35th Annual Report together
with Audited Financial Statements of the Company for the year ended March 31, 2023.
1. FINANCIAL PERFORMANCE AND STATE OF COMPANY'S AFFAIRS:
(Rs. in Lac
Particulars |
Standalone |
Consolidated |
|
31.03.2023 |
31.03.2022 |
31.03.2023 |
31.03.2022 |
| Revenue from Operations & Other Income |
400.00 |
338.41 |
1298.30 |
3612.61 |
| Earning before finance cost and depreciation |
160.68 |
(4.45) |
180.49 |
(35.58) |
| Depreciation and Financial Charges |
0.74 |
0 |
44.19 |
337.24 |
| Profit/(Loss)before exceptional items & Tax |
159.94 |
(4.45) |
136.30 |
(372.82) |
| Exceptional items |
- |
- |
10.56 |
31.18 |
| Profit/(Loss) before Tax |
159.94 |
(4.45) |
125.74 |
(404.00) |
| Current Tax |
- |
- |
- |
- |
| Deferred T ax |
- |
0.04 |
0.02 |
0.04 |
| Income tax for earlier year |
- |
- |
- |
1.38 |
| Profit/(Loss) After Tax |
159.94 |
(4.49) |
125.72 |
(405.42) |
| Other Comprehensive Income/(Loss) |
0.07 |
(0.17) |
4.39 |
4.64 |
Total Comprehensive Income/(Loss) |
159.99 |
(4.32) |
130.11 |
(400.78) |
The Company is engaged in providing management and consultancy services and also in the
business of trading of all kinds of goods including agricultural products, metal &
metal alloys etc. The Company's total turnover (including other income) on standalone
basis stood at Rs. 400.00 lac for the year ended March 31, 2023 as compared to Rs. 338.41
Lac in the previous year. The Company reported Comprehensive Profit of Rs.159.99 Lac as
compared to loss of Rs. 4.32 Lac in the previous year on standalone basis. The Company's
total turnover (including other income) on consolidated basis stood at Rs.1298.30 Lac for
the year ended March 31, 2023 as compared to Rs. 3612.61 Lac in the previous year. The
Company reported Comprehensive Profit of Rs.130.11 as compared to loss of Rs. 400.78 Lac
in the previous year on consolidated basis. Management is evaluating various propositions
to improve the financial situation and is hopeful of arriving out of the distressed
financial position.
2. DIVIDEND:
Considering the continued weak performance of the Company, the Board of Directors of
your Company expresses their inability to recommend any dividend for the year under
report.
3. AMOUNT TRANSFERRED TO RESERVES:
The Company has not transferred any amount to its reserves during the year.
4. DEPOSITS:
The Company has not accepted any Deposits within the meaning of Section 73 of the
Companies Act, 2013 ("the Act”) and the Rules framed thereunder. As on March 31,
2023, there were no deposits lying unpaid or unclaimed.
5. SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANY:
The Company has one Subsidiary i.e. RSAL Steel Private Limited (RSPL).
RSPL is engaged in manufacturing of Cold Rolled Close Annealed and other steel products
and trading of Hot Rolled Coils, Cold Rolled Close Annealed, other steel products and Agro
Commodities. The Consolidated Financial Statements presented by the Company includes the
Financial Statements of its subsidiary company as well.
The Total turnover (including other income) of the subsidiary company stood at
Rs.3,502.28 Lac as compared to Rs. 3274.19 Lac in the previous year. The total
Comprehensive Loss for the year stood at Rs. 456.65 Lac as compared to Rs. 396.47 Lac in
the previous year.
The National Company Law Tribunal (“NCLT”), Mumbai Bench, vide Order dated
September 3, 2019 (“Insolvency Commencement Order”) has initiated Corporate
Insolvency Resolution Process (“CIRP”) based on petition filed by Dena Bank
under Section 7 of the Insolvency and Bankruptcy Code, 2016 (“the Code”). Mr.
Rajender Kumar Girdhar, IP Registration No. IBBI/IPA-003/IP-N00048/2017-18/10396, was
appointed as Interim Resolution Professional (“IRP”) to manage the affairs of
the Company in accordance with the provisions of the Code. In the first meeting of the
Committee of Creditors held on October 9, 2019, Mr. Rajender Kumar Girdhar had been
confirmed as Resolution Professional (“RP”/ “Resolution Professional”)
for the Company. The Resolution Plan duly approved by the Committee of Creditors of the
Corporate Debtor has been filed before Hon'ble NCLT, Mumbai Bench and the the Hon'ble
NCLT, Mumbai Bench by an oral Order pronounced on June 26, 2023, that it has approved the
Resolution Plan in respect of the Company's subsidiary under Section 31 of IBC, as
amended. The written Order of the Hon'ble NCLT is awaited.
Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts)
Rules, 2014, the statement containing salient features of the Financial Statement of the
Company's subsidiary i.e. RSPL in Form AOC-1 is attached to the Financial Statements. The
Company has no joint venture or associate company.
Further, pursuant to the provisions of Section 136 of the Act, the Financial Statements
of the Company, Consolidated Financial Statements along with relevant documents and
separate Audited Financial Statements in respect of subsidiary of the Company, are
available on the website of the Company viz. www.imecservices.in.
None of the companies, which have become/ceased to be subsidiary (ies), joint ventures
or associate companies during the year. However, Upon receipt of the certified true copy
of the Order of the NCLT and implementation of the Resolution Plan by the Resolution
Applicant, RSAL Steel Private Limited will cease to be the Subsidiary of IMEC Services
Limited and the Company shall not have any control over the affairs/management of RSAL
Steel Private Limited.
6. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARDS' REPORT AND END OF FINANCIAL YEAR:
The Hon'ble National Company Law Tribunal, Mumbai Bench (NCLT) in Company Petition No.
CP/41(MB) 2022 vide order dated February 10, 2023 (the certified true copy of the same was
received on March 29, 2023) approved the Scheme of Reduction of share capital of the
Company, accordingly the Board of Directors have complied with the directions mentioned in
order and have also issued and allotted the 19,00,000 fully paid- up Equity Share(s) of
Rs. 10/- each, in ratio of 5 (five) equity shares, against every 132 (one hundred thirty
two) already allotted equity shares. The e-Form INC 28 filed by the Company has also been
approved/taken on record by the ROC, Mumbai and accordingly the issued, subscribed and
paid-up equity share capital of the Company stands reduced to Rs. 1,90,00,000/-
constituting 19,00,000 fully paid-up Equity Share(s) of Rs. 10/- each in ROC records/MCA
portal. The Company has also filled Listing Application with BSE and it also has been
approved by BSE. The Company has also obtained new ISIN from depositories and has filed
the corporate action with depositories. The Company is in process of completing the
necessary activities post receipt of the NCLT Order, which shall be completed in due
course of time.
7. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO:
Your Directors have nothing to report on the aforesaid matters as your Company is not
engaged in manufacturing activities and has no foreign collaboration and has not exported
or imported any goods or services during the year.
8. BUSINESS RISK MANAGEMENT:
Pursuant to Section 134(3)(n) of the Act and Listing Regulations, the Company has
framed a detailed Risk Management Policy for assessment of risk and determine the
responses to these risks so as to minimize their adverse impact on the organization. The
functional head of the Company is responsible for implementation of the risk management
system as may be applicable to their respective areas of functioning and report to the
Board/Audit Committee.
9. DIRECTORS & KEY MANAGERIAL PERSONNEL:
A. DIRECTORS:
As on March 31, 2023 the Board of Directors of the Company consists of Ms. Swati
Kushwah - (DIN: 08494474) - Woman Independent Director (Non-Executive), Mr. Negendra Singh
(DIN: 07756704) - Independent Director (Non-Executive) and Mr. Rajesh Soni (DIN: 00574384)
- Non-Executive Director.
During the year under review, Mr. Rajesh Soni (DIN: 00574384) - Non-Executive Director
of the Company had resigned from the Company w.e.f. May 9, 2022.
Further The Board of Directors at its Meeting held on May 12, 2022 pursuant to the
applicable provision of the Act and Listing Regulations appointed Mr. Vishal Goswami (DIN:
05221338) as a Non-Executive Director of the Company, who has resigned from the
Directorship of the Company w.e.f. the closure of business hours on August 12, 2022.
The Board of Directors at its Meeting held on August 12, 2022 had appointed Mr. Rajesh
Soni (DIN: 00574384) as a Non-Executive Director of the Company. Mr. Rajesh Soni has been
confirmed as a Director, liable to retire by rotation; by the Members of the Company at
the 34th Annual General Meeting held on September 29, 2022.
The Board of Directors has recommended to the Members to re-appoint the Mr. Rajesh Soni
as the Director liable to retire by rotation at the ensuing Annual General Meeting of the
Company.
Pursuant to provisions of sub-section (6) of Section 149 of the Act and Regulation 17
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing
Regulations), each of the Independent Directors of the Company have submitted a
declaration that each of them continue to meet the criteria of independence as provided in
the Act and the Listing Regulations.
During the year under review, there was no re-appointment of any of the Independent
Directors in the Company.
In compliance with Regulation 36(3) of the Listing Regulations, brief resume, expertise
and other details of the Director proposed to be appointed is given in the Notice
convening the ensuing Annual General Meeting.
B. KEY MANAGERIAL PERSONNEL:
As on March 31, 2023, the office of Key Managerial Personnel comprised of Mr. Abhishek
Saxena - Chief Financial Officer and Ms. Nidhi Arjariya - Company Secretary and Compliance
Officer of the Company. The Company is looking for suitable candidate for the post of
Chief Executive Officer of the Company.
Further during the year under review, Mr. Rinish Jain had resigned from the post of
Chief Financial Officer of the Company w.e.f May 6, 2022 and the Board of Directors at its
meeting held on August 12, 2022 appointed Mr. Abhishek Saxena as Chief Financial Officer
(designated as Key Managerial Personnel) of the Company w.e.f. August 12, 2022 to fill the
vacancy caused due to the resignation of Mr. Rinish Jain. At the same meeting the Board
has also appointed Ms. Nidhi Arjariya as a Company Secretary and Compliance Officer
(designated as Key Managerial Personnel) w.e.f. August 19, 2022 to fill the vacancy caused
due to the resignation caused by Mr. Parag Gupta from the post of Company Secretary and
Compliance Officer who relieved from his services w.e.f. the closure of business hours on
August 18, 2022.
10. BOARD EVALUATION:
The current composition of the Board of the Company comprises of two Independent
directors and only one non-executive director. Hence, to evaluate the performance of
independent directors at a meeting there should be at least two member quorum consisting
of two non-executive directors has to be available as per Regulation 17(10) of
Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, therefore proper meeting could not be conducted for such
evaluation. The Company is in process to induct one non-executive director on its Board.
11. MEETINGS:
A calendar of Meetings is prepared and circulated in advance to the Directors. During
the year, Five Board Meetings, Four Audit Committee Meetings, Two Stakeholders'
Relationship Committee Meetings and Two Nomination and Remuneration Committee Meetings
were convened and held. The details of which are given in the Corporate Governance Report
to this Annual Report of the Company. The intervening gap between the two Meetings was
within the period prescribed under the Act/Listing Regulations.
The details of composition of the Board of Directors and its Committees are given in
the Corporate Governance Report to this Annual Report of the Company.
12. POLICY FOR APPOINTMENT OF DIRECTORS, KMPs AND SENIOR MANAGEMENT AND THEIR
REMUNERATION:
The Board has adopted a policy for appointment of Directors, Key Managerial Personnel's
and Senior Management and their remuneration. The extract of the said Policy is reproduced
in the Corporate Governance Report.
13. DIRECTOR'S RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134 (5) of the Act, the Board of Directors of the
Company hereby state and confirm that:
i) In the preparation of the annual accounts for the financial year ended on March 31,
2023, the applicable accounting standards have been followed and no material departures
have been made from the same;
ii) we have selected such accounting policies and applied them consistently and made
judgments and estimates that were reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company at the end of the financial year and of the
loss of the Company for the year under review;
iii) we have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
iv) we have prepared the annual accounts/financial statements on a going concern basis;
v) we have laid down internal financial controls to be followed by the Company and that
such internal financial controls are adequate and were operating effectively; and
vi) we have devised proper system to ensure compliance with the provisions of all
applicable laws and that such system were adequate and operating effectively.
14. STATUTORYAUDITORS:
At the 31st Annual General Meeting held on September 25, 2019, the Members of the
Company had appointed M/s. M.S. Singhatwadia & Co (now known as SCAN &Co.),
Chartered Accountants, Indore, as Statutory Auditors of the Company for a term of five
consecutive years to hold office from the conclusion of that meeting till the conclusion
of the 36th Annual General Meeting of the Company to be held in 2024.
The Standalone and Consolidated Auditors' Report issued by M/s. SCAN & Co.
(formerly known as M.S. Singhatwadia & Co.), Chartered Accountants, Indore for the
financial year ended March 31, 2023, does not contain any qualifications, reservations or
adverse remarks. However, the Statutory Auditors have in their Audit Reports have put few
Emphasis of Matters drawing attention of the Members of the Company.
15. SECRETARIAL AUDIT REPORT AND SECRETARIAL COMPLIANCE REPORT:
Pursuant to the provisions of Section 204 of the Act, Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the Listing
Regulations, the Board of Directors of the Company at its meeting held on April 7, 2023,
had appointed M/s. Manish Jain & Co. Company Secretaries, Indore as the Secretarial
Auditor of the Company to undertake the Secretarial Audit of the Company for the financial
year 2022-23. The Secretarial Audit Report in the prescribed Form MR-3 is annexed to this
report as “Annexure-A”.
The said Secretarial Audit Report contains qualification as specified below on which
the opinion of the Board is also mentioned:
1. As per second proviso of Regulation 23(2) of SEBI (LODR) Regulations, 2015, the
audit committee of a listed entity shall define “material modifications” and
disclose it as part of the policy on materiality of related party transactions and on
dealing with related party transactions w.e.f. 01.04.2022 but the Company has not defined
material modifications in the Policy on Materiality of Related Party Transactions.
Boards Opinion: As required by the SEBI LODR, the Company has made suitable changes in
the policy and also defined material modifications in the Policy on Materiality of Related
Party Transactions and adopted a new related party transactions policy.
2. As per Regulation 24 of SEBI (LODR) Regulations, 2015, at least one independent
director on the board of directors of the listed entity shall be a director on the board
of directors of an unlisted material subsidiary, whether incorporated in India or not but
no Independent Director of the listed entity is appointed as a Director on the Board of
Directors of the unlisted material subsidiary.
Boards Opinion: The subsidiary company is under CIRP since September 3, 2019 and all
powers of the Board of the subsidiary company have been suspended and have been undertaken
by the Resolution Professional. In the present circumstances, the Company cannot
induct/appoint any Independent Director on the Board of the subsidiary company.
3. As per Regulation 17(10) of SEBI (LODR) Regulations, 2015, the evaluation of
Independent Directors is not done in Board meeting of the Company.
Boards Opinion: The current composition of the Board of the Company comprises of two
Independent directors and only one non-executive director. Hence, to evaluate the
performance of independent directors at a meeting there should be at least two member
quorum consisting of two non-executive directors has to be available as per Regulation
17(10) of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, therefore proper meeting could not be conducted for such
evaluation. The Company is in process to induct one nonexecutive director on its Board.
4. As per Regulation 30 read with Schedule III of SEBI (LODR) Regulations, 2015, the
Company has not submitted intimation regarding notice served to the Unsecured Creditors of
the Company pursuant to the NCLT Order dated 09.05.2022, for the purpose of scheme of
reduction of capital of the Company, is not submitted to the Stock Exchange.
Boards Opinion: The Company ensures to send the necessary intimation in terms of
Regulation 30 to the Stock Exchange depending upon the materiality of events.
5. As per Regulation 30 read with Schedule III of SEBI (LODR) Regulations, 2015, the
Company has not submitted intimation regarding resignation of Chief Financial Officer of
the Company w.e.f. 06.05.2022 to the Stock Exchange. Boards Opinion: The Company
ensures to send the necessary intimation in terms of Regulation 30 to the Stock Exchange
depending upon the materiality of events.
6. As per BSE Circular regarding filing of announcements in XBRL format on BSE listing
centre dated 27.01.2023, intimation for NCLT Order dated 24.03.2023 sanctioning scheme of
reduction is not submitted in XBRL mode to Stock Exchange.
Boards Opinion: As per SEBI LODR, the prior intimation of the Board Meeting in pdf file
was submitted to the Stock Exchange within the statutory time period.
7. As per Regulation 30 and Schedule III of SEBI (LODR) Regulations, 2015, the Company
had delayed in filing the intimation regarding NCLT Order, which was received on
09.05.2022, for the purpose of Reduction of Capital of the Company.
Board Opinion: The Company has filled the intimation regarding NCLT Order upon the
receipt of Certified True Copy of the orders. However, the Company will ensure the
compliances of SEBI Regulations in future.
8. As per Regulation 30 and Schedule III of SEBI (LODR) Regulations, 2015, the Company
had delayed in filing the intimation regarding appointment of Mr. Vishal Goswami as
Director of the Company w.e.f. 12.05.2022 and cessation of Mr. Rajesh Soni as Director of
the Company w.e.f. 09.05.2022.
Board Opinion: The said intimation was inadvertently missed by the Company. The Company
will ensure the compliances of SEBI Regulations in future.
9. As per Regulation-2(1)(n) of SEBI (Prohibition of Insider Trading) Regulations,2015,
changes in Key Managerial Personnel is considered as unpublished price sensitive
information but the necessary Entries for Change in Key Managerial Personnel was not made
in the Structure Digital Database during the Financial Year 2022-23.
Board Opinion: All the entries have been made in the software timely. However, two
entries about the Change in KMPs who were appointed at the Board Meeting held on
12.08.2022, were inadvertently missed by the Company. Upon their appointment as KMPs
the names of new KMPs were already been added as insiders and Connected persons in SDD
Software but the entries about the changes were inadvertently missed
by the Company. The Company has appropriately added the same entries in the SDD
Software and will ensure the compliances of SEBI Regulations in future.
10. As per Regulation 17 of Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company was
not duly constituted during the period 09.05.2022 upto 12.05.2022 as Mr. Rajesh Soni
resigned from the directorship of the Company w.e.f. 09.05.2022 and Mr. Vishal Goswami was
appointed as director of the Company w.e.f. 12.05.2022. Board Opinion: Upon Receipt of
resignation of Mr. Rajesh Soni, the Company had immediately on a shorter notice called the
Committee and Board Meetings respectively to appoint Mr. Vishal Goswami as a director to
maintain the minimum constitution of Board of Directors of Company as per the provisions
of SEBI(LODR) and Companies Act, 2013.
11. As per Regulation 18(1)(a) of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 read with Section 177 of the
Companies Act, 2013, the audit committee does not have minimum three directors as members
during the period 09.05.2022 upto 12.05.2022 as Mr. Rajesh Soni resigned from the
directorship of the Company w.e.f. 09.05.2022 and Mr. Vishal Goswami was appointed as
director of the Company w.e.f. 12.05.2022.
Board Opinion: [As explained above at Item 10]
12. As per Regulation 19(1)(a) of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 read with Section 178 of the
Companies Act, 2013,the Nomination and Remuneration Committee does not have minimum three
directors as members during the period 09.05.2022 upto
12.05.2022 as Mr. Rajesh Soni resigned from the directorship of the Company w.e.f.
09.05.2022 and Mr. Vishal Goswami was appointed as director of the Company w.e.f.
12.05.2022.
Board Opinion: [As explained above at Item 10]
13. As per Regulation 20 (2A) of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Stakeholder Relationship
Committee does not have minimum three directors as members during the period 09.05.2022
upto 12.05.2022 as Mr. Rajesh Soni resigned from the directorship of the Company w.e.f.
09.05.2022 and Mr. Vishal Goswami was appointed as director of the Company w.e.f.
12.05.2022.
Board Opinion: [As explained above at Item 10]
14. As per Regulation 17(8) of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Listed entity has not
appointed Chief Executive Officer during the Review Period and the Chief Financial Officer
of the Company resigned w.e.f. 06.05.2022 and the Company has appointed new Chief
Financial Officer on 12.08.2022 therefore the Certificate under Regulation 17(8) of
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 was signed by Independent Director of the Company.
Board Opinion: The Company has not been able to find a suitable candidate for the post
of CEO and will fill such vacancy at the earliest possible.
15. As per the proviso of Regulation 33(2)(a) of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015,the Listed entity has
not appointed Chief Executive Officer during the Review Period and the Chief Financial
Officer of the Company resigned w.e.f. 06.05.2022 and the Company has appointed new Chief
Financial Officer on 12.08.2022 therefore the certificate for quarter ended 31.03.2022 was
signed by Independent Director of the Company and certificates for the quarter ended on
30.06.2022, 30.09.2022 and 31.12.2022 was signed by new Chief Financial Officer only.
Board Opinion: [As explained above at Item 14]
16. As per Schedule V (D) of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Listed entity has not
appointed Chief Executive Officer during the Review Period therefore such declaration is
not annexed with the Annual Report for the F.Y. 2021-22.
Boards Opinion: [As explained above at Item 14]
17. As per Regulation-14 of Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Listed Entity has paid Annual listing
Fees of BSE Limited on 09th July, 2022 i.e. after 30 days from the commencement
of Financial year 2022.
Boards Opinion: Due to stressed financial conditions of the Company, there was a slight
delay in payment of annual listing fees. The Company is regularly paying the Annual
Listing Fees to BSE Limited and there are no outstanding annual listing fees.
18. As per Regulation 27 of Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015,Corporate Governance Report for the quarter
ended 30.06.2022 was not filed with correct information as cessation and appointment of
Director during the quarter 30.06.2022 was not given in the report. Board Opinion: The
Company has filed with BSE Limited, the revised corporate governance report for the
quarter ended 30.06.2022 with the correct information.
19. As per Regulation 25(8) of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Declaration from
Independent Director as per Regulation 25(8) of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 was not received in
the first Board Meeting for the financial year 2022-23 which was held on
12.05.2022.
Board Opinion: Since, the meeting dated 12.05.2022 was held at a shorter notice for a
limited purpose i.e appointment of Mr. Vishal Goswami to maintain the constitution of
board and Committees. The Board considered to take up all other agenda items in the next
meeting. Hence, the declarations from Independent Directors were placed immediately in its
meeting held on 26.05.2022.
20. As per BSE Circular dated 27.01.2023 regarding filing of Disclosure under
Regulation 29 of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 in XBRL format, the Prior Intimation of the
Board Meeting pursuant to Regulation 29 of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 for the Quarter ended
31.12.2022 which was held on 14.02.2023 was not submitted in XBRL Mode.
Board Opinion: As per SEBILODR, the prior intimation of the Board Meeting in pdf file
was submitted to the Stock Exchange within the statutory time period. However, the said
intimation was inadvertently missed by the Company for its submission in XBRL mode. The
Company is now regular to comply with this requirement.
21. As per Regulation 18 read with Part C of Schedule II of Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
audit committee of the Company has not approved the appointment of Mr. Abishek Saxena as
Chief Financial Officer of the Company.
Board Opinion: Upon recommendation of Nomination and Remuneration Committee of the
Company, the Board of Directors of the Company had approved the appointment of Mr.
Abhishek Saxena as Chief Financial Officer of the Company. The Company will ensure in
future to comply with this Regulation.
22. As per BSE Circular dated 28.10.2022, the Company has delayed in filing of
quarterly compliance certificate regarding maintenance of Structured Digital Database for
the quarter ended 30.09.2022.
Board Opinion: The Company was required to file the quarterly compliance certificate
regarding maintenance of Structured Digital Database for the quarter ended 30.09.2022 by
November 18, 2022. However due to some technical issues it was filed within 5 days of
stipulated time period i.e. on November 26,2022. The Company is now regular to comply with
this requirement.
23. As per Section 149 of the Companies Act, 2013, the Company does not have minimum
number of three directors during the period 09.05.2022 upto 12.05.2022 as Mr. Rajesh Soni
resigned from the directorship of the Company w.e.f. 09.05.2022 and Mr. Vishal Goswami was
appointed as director of the Company w.e.f. 12.05.2022. Board Opinion: [As explained
above at Item 10]
24. As per Section 150 of the Companies Act, 2013 read with rule 6 of the Companies
(Appointment and Qualification of Directors) Rules, 2014, name of Ms. Swati Kushwah and
Mr. Negendra Singh, Independent Directors of the Company were removed from databank as
they did not give self-assessment test within prescribed time and therefore they restored
their names in the databank on payment of requisite fees during the Financial Year
2022-23.
Board Opinion: As per the MCA (Company Creation and Maintenance of databank of
Independent Directors) Amendment, Rules 2021 dated June 18, 2021 Rule 5 “(8) In case
of delay on the part of an individual in applying to the institute under sub-rule (7) for
inclusion of his name in the data bank or in case of delay in tiling an application for
renewal thereof, the institute shall allow such inclusion or renewal, as the case may be,
under rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014
after charging a further fees of one thousand rupees on account of such delay.” Since
the extension has been granted by the MCA, these Independent Directors will give
self-assessment test in due course.
25. As per Section 203 of the Companies Act, 2013, the Company has not appointed Chief
Executive Officer.
Boards Opinion: [As explained above at Item 14]
26. As per Section 149(7), 164(2) and 184(1) of the Companies Act, 2013, the Directors
have not given their declarations in the first meeting of the Board held during the
Financial Year 2022-23.
Boards Opinion: Since, the first meeting dated 12.05.2022 was held at a shorter notice
for a limited purpose i.e appointment of Mr. Vishal Goswami to maintain the constitution
of board and Committees. The Board considered to take up all other agenda items in the
next meeting. Hence, the declarations were placed immediately in its next meeting held on
26.05.2022.
27. The Company has not submitted the Annual Report under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Boards Opinion: The Company has properly constituted a policy and committee under
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Company has not submitted the Annual Report as no cases or complaints of sexual
harassments were received during the review period.
28. The payment of remuneration to the employees of the Company has not been made
within the time period specified under the Minimum Wages Act, 1948.
Boards Opinion: Due to financial stressed in the Company, sometimes the salary payment
get delayed by few days. The Company would ensure in future that the remuneration is paid
on time to its employees.
29. As per Section 4A of the Payment of Gratuity Act, 1972, the Company has not
obtained insurance for the payment of gratuity.
Boards Opinion: Due to financial stressed in the Company, the Company has not
obtained insurance for the payment of gratuity.
16. INTERNAL AUDITOR:
Pursuant to the provisions of Section 138 of the Act and rules made thereunder, the
Board of Directors at its meeting held on May 26, 2022, had appointed M/s. Nahata Mahajan
& Co., Chartered Accountants as the Internal Auditor of the Company for the Financial
Year 2022-23. The respective reports of the Internal Auditor were placed before the Audit
Committee Meeting of the Board of Directors of the Company for their review and necessary
action.
Further, the Board of Directors at its meeting held on May 29, 2023 had re-appointed
M/s. Nahata Mahajan & Co., Chartered Accountants, Indore as the Internal Auditor of
the Company for the financial year 2023-24.
17. MAINTENANCE OF COST RECORDS:
Maintenance of cost records as specified by the Central Government under sub section
(1) of Section 148 of the Companies Act, 2013, is not applicable to the Company.
18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY:
During the year under review, the Company has not made any loans or investments or
given any guarantees or provided any securities under the provisions of Section 186 of the
Act.
The existing loans given, investments made, guarantees given and/or securities provided
are incompliance with the provisions of the Act and Rules made thereunder and details
thereof are given in the Notes to the Financial Statements of the Company.
19. RELATED PARTY TRANSACTIONS:
All transactions entered during the financial year into by the Company with the related
party were in the ordinary course of the business and at arm's length basis. The Audit
Committee grants omnibus approval for the transactions that are in the ordinary course of
the business and repetitive in nature. For other transactions, the Company obtains
specific approval of the Audit Committee before entering into any such transactions.
Disclosures about the related party transactions which were in the ordinary course of
business and at arm's length basis have been made in Note No. 26 to the Financial
Statement. There are no materially significant related party transactions entered into by
the Company.
The policy on related party transactions as approved by the Board of Directors is
available on the website of the Company viz. www.imecservices.in.
20. CORPORATE SOCIAL RESPONSIBILITY:
The Company is not required to constitute a Corporate Social Responsibility Committee,
as it does not fall within purview of Section 135(1) of the Act and hence it is not
required to formulate policy on corporate social responsibility.
21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
1. During the year under review, there has been no such significant and material orders
passed by any Regulators or Courts or Tribunals impacting the going concern status of the
Company or its operations in future except that the Hon'ble National Company Law Tribunal,
Mumbai Bench (NCLT) in Company Petition No. CP/41(MB) 2022 vide order dated February 10,
2023 (the certified true copy of the same was received on March 29, 2023) approved the
Scheme of Reduction of share capital of the Company, accordingly the Board of Directors
have complied with the directions mentioned in order and have also issued and allotted the
19,00,000 fully paid-up Equity Share(s) of Rs. 10/- each, in ratio of 5 (five) equity
shares, against every 132 (one hundred thirty two) already allotted equity shares. The
Company has also filled Listing Application with BSE and it also has been approved by BSE.
The Company has also obtained new ISIN from depositories and has filed the corporate
action with depositories. The Company is in process of completing the necessary activities
post receipt of the NCLT Order, which shall be completed in due course of time.
2. The Company has received notice of the Customs/DGFT to provide documents against
fulfilment of export obligations under the advance licenses issued in 2010. The Company
has already assigned and transferred its all assets and liabilities/obligations, including
but not limited to duty free imported raw materials to RSAL Steel Private Limited (a
subsidiary of the Company / RSPL) through the
Slump Sale Agreement dated 30.03.2011. RSPL is presently under CIRP. The Company has
also filed Interim Application in NCLT, Mumbai in CP No. 2985 of 2018 in respect of the
said export obligations, which is pending before the NCLT. Since the said Contingent
Liability was already disclosed by the subsidiary company in their audited financial
statements subsequent to the slump sale agreement till March 31, 2022, the Company has not
disclosed said liability along with applicable interest as Contingent Liabilities in the
current Financial Statement.
22. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. The scope and authority of the Internal Audit function is
defined in the Internal Audit Manual. To maintain its objectivity and independence, the
Internal Auditor reports to the Chairman of the Audit Committee of the Board.
The Internal Auditor monitors and evaluates the efficacy and adequacy of internal
control system in the Company, its compliance with operating systems, accounting
procedures and policies of the Company.
Based on the report of internal audit function, process owners undertake corrective
action in their respective areas and thereby strengthen the controls. Significant audit
observations and recommendations along with corrective actions thereon are presented to
the Audit Committee of the Board. The Internal financial controls with reference to the
financial statements were adequate and operating effectively.
23. WHISTLE BLOWER POLICY/ VIGIL MECHANISM:
The Company has a mechanism called the ‘Vigil Mechanism' and a policy to
facilitate its employees and Directors to voice their concerns or observations without
fear or raise reports of instance of any unethical or unacceptable business practice or
event of misconduct/unethical behavior, actual or suspected fraud and violation of
Company's Code of Conduct etc. to the Committee. The said Policy ensures that strict
confidentiality is maintained whilst dealing with concerns and also that no discrimination
will be meted out to any person for a genuinely raised concern. The Whistle Blower Policy
is disclosed on the website of the Company viz. www.imecservices.in.
24. PARTICULARS OF EMPLOYEES:
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are provided in "Annexure-B” forming
part of the Board's Report.
25. CORPORATE GOVERNANCE:
Your Company is committed to maintaining the standards of Corporate Governance and
adhering to the Corporate Governance requirements as set out by the Securities and
Exchange Board of India. The Report on Corporate Governance as stipulated under the
Listing Regulations forms part of the Annual Report.
26. SECRETARIAL STANDARDS:
The Company complies with all applicable Secretarial Standards issued by the Institute
of Company Secretaries of India.
27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report for the year under review, as stipulated
under the Listing Regulations, is provided in a separate section forming part of the
Annual Report.
28. DETAILS OF SEXUAL HARASSMENT COMPLAINTS:
In accordance with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 (Sexual Harassment Act), the Company has
formed a Policy for prevention, prohibition and redressal of sexual harassment of women at
workplace. The provisions relating to the constitution of the
Internal Complaints Committee are not applicable to the Company.
The status of complaints as on March 31, 2023 under the Sexual Harassment Act is as
under:
1. Number of complaints pending as at the beginning of the year: NIL
2. Number of complaint received in the year: NIL
3. Number of complaint disposed off during the year: NIL
4. Number of complaints pending as at the end of the year: NIL
29. ANNUAL RETURN:
In compliance with the provisions of Section 92 of the Companies Act, 2013 In
compliance with the provisions of Section 92 of the Companies Act, 2013, the Annual Return
of the Company for the financial year ended 31st March, 2023 has been uploaded on the
website of the Company viz. www.imecservices.in
30. LISTING AT STOCK EXCHANGE:
The Company's Equity Shares are continued to be listed on BSE Limited.
31. SHARE CAPITAL:
The fully paid up Equity Share Capital of the Company as on March 31, 2023 was Rs.
49,99,57,010/- constituting 4,99,95,701 equity shares of Rs. 10/- each. There was no
change in the share capital during the year under review. However, post reduction of share
capital of the Company, the e-Form INC 28 was filed by the Company and that has also been
approved/taken on record by the ROC, Mumbai on May 11, 2023 and accordingly the issued,
subscribed and paid-up equity share capital of the Company stands reduced to Rs.
1,90,00,000/- constituting 19,00,000 fully paid-up Equity Share(s) of Rs. 10/- each in ROC
records/MCA portal.
32. CERTIFICATION BY CHIEF EXECUTIVE OFFICER & CHIEF FINANCIAL OFFICER:
The Board of Directors have received a certificate from Chief Financial Officer (due to
the vacancy in the office of the Chief Executive Officer of the Company, the said
Certificate was only signed by the CFO) of the Company as specified in Part B of Schedule
II of Regulation 17 (8) of the Listing Regulations.
33. INDUSTRIAL RELATIONS:
Relations with the employees continued to remain cordial throughout the year. Your
Directors wish to place on record their appreciation for sincere and dedicated services
rendered by the executives and staff at all levels.
34. ACKNOWLEDGEMENT:
The Directors wish to place on record their appreciation for the sincere cooperation
extended by the Members, Bankers, Employees of the Company and all other Government
Agencies in carrying out the business of the Company.
By order of the Board of Directors For IMEC Services Limited
|
Sd/- |
Sd/- |
Date: August 11, 2023 |
Negendra Singh |
Rajesh Soni |
Place: Indore |
Director |
Director |
|
DIN: 07756704 |
DIN:00574384 |
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