We are pleased to present the 42nd Annual Report of the Company as follows:
UPDATE ON CORPORATE INSOLVENCY RESOLUTION PROCESS (C1RP)
Pursuant to order dated 10th March 2023 of the Hon’ble National Company Law Tribunal - Mumbai Bench (“NCLT Order”), Corporate Insolvency Resolution Process (“CIRP”) was initiated against the Company in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016, (“Code”) and related rules and regulations issued thereunder with effect from 10lh March 2022 (Corporate Insolvency Resolution Process Commencement Date).
The Resolution Plan for the Company submitted by East India Drums & Barrels Mfg. Pvt. Ltd. (Group Company) has been approved by the Hon’ble NCLT, Mumbai Bench, vide Order dated 02-05-2023. Brief details of the Resolution Plan and its implementation status as on date is given in the Notice of the AGM and hence, the same are not repeated.
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FINANCIAL RESULTS
(Amount in Lacs.)
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Year ended 31.3.2023
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Year ended
31.3.2022
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Income
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7.77
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32.93
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Profit/(Loss) Before Depreciation, Finance Charges & Taxation
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(18.00)
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3.09
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Profit/(Loss) before Depreciation & Taxation
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(18.00)
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(22.65)
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Profit/(Loss) after Depreciation & Taxation
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(21.00)
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(19.01)
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Balance carried over to Balance sheet
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(21.00)
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(18.92)
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DIVIDEND
Due to losses in the current year, no dividend is recommended.
INDIAN ACCOUNTING STANDARDS
As per the requirements of the Notification dated 16.02.2015 issued by the Ministry of Corporate Affairs (MCA) Standalone and the Financial Statement of the Company for the Financial Year 20222023 have been approved as per Ind AS.
AMOUNT TRANSFERRED TO RESERVES
No Amount is proposed to the transferred to the reserves.
NATURE OF INDUSTRY
The Company is in the industry of manufacturing of Drums and Barrels.
STATEMENT ON COMPANY'S AFFAIRS
The Resolution Plan is under implementation.
MATERIAL CHANGES SINCE END OF FINANCIAL YEAR TILL DATE OF THIS REPORT
Approval of the Resolution Plan by the Hon’ble NCLT vide order dated 02.05.2023 as dated above.
DEPOSITS
The company has not invited or accepted any Deposits as required under section 73 of the Co’s Act from the public during the year under review.
ASSOCIATES COMPANIES
NIL
SUBSIDIARY COMPANY
The Company does not have any Subsidiary/Joint Venture/Associate Company as on the year ended 31st March, 2023.
NO FRESH LOAN TAKEN FROM FINANCIAL INSTITUTIONS
The Company has not availed any fresh loan/Working Capital facility during the year 2022-2023 and therefore the company has not carried any Valuation Report on the stock /other assets during the year.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT
Particulars of the loans given, Investment made or guarantee given or security provided and the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient of the loan or security are provided, if any to the Financial Statement.
PARTICULARS OF CHANGE IN BUSINESS
There is no change in the business operations of the Company.
VOLUNTARY REVISION OF FINANCIAL STATEMENTS
We state that there is no Voluntary Revision of Financial Statements during the Financial Year 20222023.
WEB ADDRESS
Our Web address is www.nrecisioncontaineurltd.com and all the datas including Annual Report and various others matters are displayed on our website.
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 and can be accessed at www.precisioncontaineurltd.com under Investor Relation.
COMMODITY PRICE RISK OR FOREIGN EXCHANGE
There is no commodity price risk or foreign exchange risk to the company as there are no business activities in the Company.
STATUTORY AUDITORS
At the 41st AGM held on December 31, 2022, M/s. APMH & Associates LLP, Firm Regn. No. 102699WAV100142, Chartered Accountants, Mumbai, were appointed as Statutory Auditors of the Company. Accordingly, the Audit Committee again recommended M/s. APMH & Associates LLP, Finn Regn. No. 102699W/W100142 Chartered Accountants, Mumbai, as the Company’s Statutory Auditors for a (2nd Year - lsl Tenn) Financial Year 2023-2024. Further, the Statutory Auditors have issued a Modified Opinion on the Financial Statement for the Financial Year 2022-2023 and the Auditors Report forms part of this Annual Report.
Accordingly M/s. APMH & Associates LLP, Mumbai, are proposed to be Re-appointed as Auditors (2nd Year - 1st Term) to hold office from the conclusion of this AGM till the conclusion of the next AGM to be held on or before September 2024, on such remuneration including out of pocket expenses as may be mutually agreed upon by the Board of Directors & Auditors
Except the following qualifications/adverse remarks, the Notes and Remarks on the Financial Statement referred to in the Auditors Report issued by M/s. APMH & Associates LLP, Chartered Accountants, Mumbai for the Financial Year ended 31st March, 2023 are already explained by the Auditors.
Qualification/adverse remarks, if any, of the Auditor are self explanatory and do no require any further comments from the side of management.
Cost Auditor
As per Sec. 148 of the Companies Act, the Company is not required to maintain the cost Audit records, as the same is not applicable to our Company.
SECRETARIAL AUDITORS REPORT
The Secretarial Auditors' Report dated May 30,2023, issued by M/s. Kaushal Bajaj are attached as per ANNEXURE 'A' forming part of Directors' Report. As regards the Qualification, the same are selfexplanatory. As regards the other Qualifications, we have to state as under :
The said 7700 Equity Shares (physical) are under the custody of Income Tax Department, Mumbai and matter is followed by the Company. Company Secretary will be appointed by the Resolution Applicant as and when take over is given.
As regards other SEBI/SAT observations, Sr. (ii) the same are self-explanatory as per Secretarial Report dated May 30, 2023.
Further in the matter of SEBI and as per Qualification Report of Secretarial Auditor Report Sr. No.l dated May 30, 2023, we have to state that
The same has been clarified under Directors’ Report - Non Compliance by the Company Penalties imposed on the Company
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO
Information in accordance with Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 2014 is given as below. The disclosure of particulars with respect to Conservation of Energy is not applicable in the case of your Company.
Particulars as required under Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988 and forming part of Directors' Report for the year ended 31st March, 2023.
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Current
Year
Rs.
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Previous Year Rs.
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I.
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RESEARCH & DEVELOPMENT (R & D)
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a)
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Specific areas in which R & D carried out by the Company
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None
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None
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b
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Benefits derived as a result of the above R&D (Generation of Solar)
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None
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None
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c
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Further plan of action:-
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None
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None
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d
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Expenditure on Research & Development
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Nil
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Nil
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II
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TECHNOLOGY ABSORPTION, ADAPTATION & INNOVATION
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a
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Efforts in brief made towards Technology Absorption, Adaptation and Innovation
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Nil
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Nil
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b
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Benefit derived as a result of solar *
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Nil
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Nil
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c
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Particulars of Technology (solar) Amount, spent * Saving in Electricity consumption will be continuous available to the Company
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Nil
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Nil
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Current
Year
Rs.
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Previous Year Rs.
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III
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FOREIGN EXCHANGE EARNINGS & OUTGO
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a
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Activities relating to exports and export plans
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b
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Total Foreign Exchange Used & Earned:
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i) Foreign Exchange Used
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Nil
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Nil
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ii) Foreign Exchange Earned
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Nil
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Nil
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STOCK EXCHANGE
The Company is listed on the Stock Exchange, and duly paid Listing Fees for the year 2023-2024. 1. Bombay Stock Exchange Ltd.
Board of Directors and KMPs
As on 31.03.2023, our Board of Directors and KMP’s are as under.:
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Sr.
No.
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Name
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Designation
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Date of Appointment
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Date of cessation
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1.
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Mr. Sunil Vasantrao Patil
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Executive Director
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06-09-2021
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Not
Applicable
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2.
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Mrs. Madhu Kanadia
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Independent Director
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01-11-2021
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Not
Applicable
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3
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Mr Shivram Singh
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Independent Director
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26-08-2020
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Not
Applicable
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4
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Mr. Jayesh Palsanekar
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CFO
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01-04-2019
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Not
Appliable
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EVALUATION OF BOARD, COMMITTEES & DIRECTORS
Pursuant to the provisions of the Act and the Listing Regulations, the Board had carried out performance, evaluation of its own, the Board Committee and of the Independent Directors and found to be very satisfactory.
REPORTING OF FRAUD
The Auditors of the Company have not reported any instances of Fraud committed against the Company by its officers or employees as specified Under Section 143(12) of the Companies Act, 2013.
FAMILIARIZATION PROGRAMME
The details of programes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the company and related matters are put on the website of the company at www. preci sioncontaineurltd. com
RISK MANAGEMENT
Pursuant to Section 134(3)(n) of the Companies, Act, 2013 and relevant Regulation of Listing Regulation 2015, the Company has adopted a Risk Management Policy for the identification and implementation of a Risk Mitigation Plan for the Company. The company has included appropriate procedures to inform the Board about the Risk Assessment and minimization procedures. The Board periodically revisits and reviews the overall Risk Management Plan for making desired changes in response to the dynamics of the business.
VIGIL MECHANISM AND WHISTLE BLOWER POLICY
Details in respect of Vigil Mechanism and Whistle Blower Policy are provided in the Corporate Governance report forming Part of this Report.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORY / JUDICIAL AUTHORITY
There are no significant materials orders passed by The Regulatory or Courts or Tribunal, which would impact the going concern status of the company and in its future except approval of the Resolution Plan vide NCLT order dated 02.05.2023 as stated above.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Corporate Social Responsibility are not applicable to our Company.
INTERNAL CONTROL SYSTEMS
The Company has got internal control system commensurate to the size and the systems and operations.
It is supplemented by extensive internal audit procedures, reviewed by Management and Audit Committee. The internal audit covers all the activities of the company. Company reviews findings of internal audit system on regular basis and they are upgraded based on internal audit recommendations. Your company's statutory Auditors' have confirmed the adequacy of internal control systems.
DIRECTORS' RESPONSIBILITY STATEMENT UNDER SECTION 134 (51
The Board of Directors of the Company confirm that:
i. In the preparation of the Annual Account, the applicable accounting standards have been followed and wherever required, proper explanations relating to material departures have been given.
ii. Selected such 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 affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period.
iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
iv. The Accounts have been prepared on a going concern basis.
v. The Company had laid down internal financial controls and such internal financial controls are adequate and were operating efficiently.
vi. The Company had devised proper system to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating efficiently.
All documents referred to in the accompanying Notice are open for inspection at the Registered Office of the Company during the office hours of the Company on any working days upto 1st November 2023, between 12.00 noon to 4.00 p.m.
PARTICULARS OF REMUNERATION OF DIRECTORS/KMP/EMPLOYEES
The details as required under Sec. 197 of the Companies Act, 2013, and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel).
None of the Directors/KMP/Employees are drawing any remuneration during the year under review.
Details of remuneration paid during the Financial year 2022-2023
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S.no.
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Name
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Fees
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1.
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Mr. Shivram T. Singh -Independent (Non Executive) Director
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Only Sitting fees for attending the Board /Audit Meetings are being paid
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2
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Mr. Sunil Patil - Executive Director
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Only Sitting fees for attending the Board /Audit Meetings are being paid
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3.
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Mrs. Madhu Nitin Kanadia Independent (Non Executive) (Women) Director
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Only Allowances are paid for attending the Board /Audit Meetings etc. including AGM
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DIRECTOR & KEY MANAGERIAL PERSONNEL
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S.no.
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Name
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Salary
(Rs. In Lacs.)
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%increase/decre ase in remuneration
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1.
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Mr. Shivram T. Singh -Independent (Non Executive) Director
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NIL
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NIL
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2.
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Mr. Sunil Patil
- Executive Director (Not drawing any remuneration)
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NIL
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NIL
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3.
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Mrs. Madhu Nitin Kanadia
-Independent (Non Executive) (Women) Director
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NIL
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NIL
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4
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Mr. Jayesh Palsanekar (CFO)
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NIL
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NIL
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* The Company has not carried any manufacturing activity and hence Company does not have any employees except the above KMP.
DIRECTORS SEEKING APPOINTMENTS & RE-APPOINTMENT
Disclosure pursuant to Regulation 36 of SEBI (LODR) Regulation 2015 of the Directors proposed to be appointed in the AGM are enclosed separately.
SEXUAL HARASS MENT ON WOMEN (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
As there are no employees in the Company and hence, this is not applicable.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT OVERALL (MD&A)
The Management discussion and Analysis Report gives a detailed account of state of Affairs forms Part of this Annual Report
CORPORATE GOVERNANCE REPORT
A Report on Corporate Governance alongwith a Certificate from Auditors of the Company regarding the compliance with the conditions of Corporate Governance as stipulated under Pail E of Schedule V of SEBI LODR fonns Part of this Annual Report.
Since the details regarding composition and meetings of the Board of Directors and its committee are covered under the Corporate Governance Report, the same are not repeated here for the sake of brevity.
COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD
The applicable Secretarial Standard i.e. SS-1 and SS-2 relating to the meetings of the Board of Directors' and General Meetings have been duly complied by the company.
INSIDER TRADING REGULATIONS & CODE OF DISCLOSURE
The Board of Directors have adopted the Code of Practice and procedures for fair disclosure of Unpublished Price Sensitive Information and Code of Internal Procedures and conduct for Regulating Monitoring and Reporting of Trading by Insiders in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation 2015.
RELATED PARTY TRANSACTIONS
NIL
GREEN INITIATIVES
Electronic copies of the Annual Report 2022-2023 and the Notice of the AGM are sent to all the members whose email address are registered with the R&T Agents i.e. Link Intime (I) Pvt. Ltd.
ACKNOWLEDGEMENTS
Your Directors place on record their sincere thanks to the State and Central Government for their cooperation and dedicated and devoted services rendered by the employees of the Group of Company at all levels. Your Directors also thank the Bankers, customers, Stakeholders and the suppliers of services to your Company for their co-operation and valuable support.
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