AND
#MDStart#
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Your Directors are pleased to present the 40th Annual Report on the
business and operations of the Company and the Audited Financial Statement of the Company
for the financial year ended 31st March, 2023.
FINANCIAL PERFORMANCE
Financial Results of the Company for the year 2023 along with figures
for the previous year are as follows:
(Rs. in Lacs)
|
For Year ended 31.3.2023 |
For Year ended 31.03.2022 |
Revenue from Operation and Other Income: |
|
|
Export Sales (Net of Freight) |
|
|
Domestic Sales |
|
6.06 |
Other Operating Revenue |
|
|
Other Income |
3.22 |
455.83 |
|
3.22 |
461.89 |
Profit/Loss before |
(79.71) |
(33.48) |
Finance Costs, |
|
|
Depreciation & Amortization, |
|
|
Extra-Ordinary Item and Tax |
|
|
Finance Cost |
23.27 |
28.51 |
Depreciation & Amortization |
1.64 |
1.68 |
Profit/(Loss) before Extra-Ordinary Item and Tax |
(104.63) |
(63.67) |
Provision for Tax |
|
|
Current Tax |
|
0.85 |
Current Tax for earlier year |
|
|
Deferred Tax |
(0.62) |
11.40 |
Profit/(Loss) after Tax |
(122.01) |
(75.92) |
Other Comprehensive Income/(Loss) for the year |
1.44 |
0.71 |
Total Comprehensive Income/(Loss) for the Period |
(120.58) |
(75.21) |
Surplus brought forward from Previous Year |
(1341.55) |
(1266.35) |
Available Surplus/(Deficit) for Appropriation |
(1462.13) |
(1341.55) |
Surplus/(Deficit) Carried to Balance Sheet |
(1462.13) |
(1341.55) |
STATE OF COMPANY'S AFFAIRS AND FINANCIAL REVIEW
During the financial year ended 31st March, 2023 the Company has
achieved total revenue from operations and other income of Rs 3.22 lacs against Rs 461.89
lacs in the previous year. The loss before Finance Cost, Depreciation & Amortization,
Extra-Ordinary Item and Tax was Rs 79.71 lacs against Rs 33.48 lacs in the previous year.
The loss before Extra-Ordinary Item and Tax was Rs 104.63 lacs against a loss of Rs 63.67
lacs in F.Y. 2022-2023. The loss after tax was Rs 122.01 lacs against a loss of Rs 75.92
lacs in F.Y. 2022-2023. Total Comprehensive Loss for the period was Rs 120.58 lacs against
a loss of Rs 75.21 lacs in the previous year.
CHANGES IN THE NATURE OF BUSINESS
The Company has been able to settle and pay off a majority of the
Creditors and the few which are remaining are under negotiations for settlement and the
Company is contemplating sale of the remaining assets to pay off the creditors. Due to non
availability of finance the operations of the Company have stopped and the Company is
following up on the pending dues from the Government to augment its finances.
MANAGEMENT DISCUSSION AND ANALYSIS
INDUSTRY STRUCTURE AND DEVELOPMENT
The Global ocean freight scenario improved over the year and became
steady in the later part. The metal prices which had reached the highest levels also
softened and availability improved. However, the recessionary trends in Europe and the
slow-down in the USA economy have affected the markets severely.
OPPORTUNITIES AND THREAT
India is still one of the favoured sources of engineering goods as
China is becoming less favourable as the sourcing country, however, the continuing war
between Russia and Ukraine is still posing a major threat in the global markets as
economies of all countries are affected.
SEGMENT-WISE PERFORMANCE
As a matter of policy the Management reviews the disclosure requirement
of segment wise reporting and as the Company was into Manufacturing of Casting and MS
Products which are subject to same risk and returns, hence there is one primary segment in
terms of AS-17, a separate disclosure on reporting by business segments is not required.
The analysis of geographical segments is based on the areas in which the Company operates.
As the operations have stopped no such reporting has been done.
Change in Key Financial Ratios Ratio Analysis
Particulars |
Year ended 31-03-2023 |
Year ended 31-03-2022 |
Change (%) |
Explanation for change in ratios more than 25% as compared
to Previous Year |
(a) Current Ratio |
0.09 |
0.73 |
-64.64% |
Refer to note number 14.1 regarding recall of Credit Facility
by lender |
(b) Debt-Equity Ratio |
(0.72) |
(1.32) |
59.04% |
Refer to note number 29.16 regarding discontinuation of
operations of Company |
(c) Debt-Service Coverage Ratio |
(2.33) |
(1.39) |
-93.91% |
|
(d) Return on Equity Ratio |
0.51 |
0.63 |
-12.37% |
|
(e) Inventory Turnover Ratio |
NA |
2.01 |
NA |
|
(f) Trade Receivables Turnover Ratio |
NA |
0.10 |
NA |
|
(g) Trade Payables Turnover Ratio |
NA |
- |
NA |
|
(h) Net Capital Turnover Ratio |
NA |
(0.14) |
NA |
|
(i) Net Profit Ratio |
NA |
(12.54) |
NA |
|
(j) Return on Capital Employed |
0.22 |
(0.22) |
43.53% |
|
(k) Return on Investment |
0.12 |
0.01 |
11.19% |
|
FUTURE OUTLOOK
Under the difficult circumstances prevailing and as described in the
earlier paragraphs and because of the need to resolve the creditors' issues there is
less likelihood of bringing back orders and shipments immediately. However, the Management
has plans to review resumption of sales once the creditors are taken care of and fresh
funds are brought into the Company by way of loan or by other means of fund raising.
RISKS AND CONCERN
The major concern of the Company is settling the liabilities of the
creditors and subsequently reviewing the market situation. Since the stoppage of
production and supply has affected our relation with the customers this is to be revived.
Further, funding for procurement of materials is a matter of concern which shall be
addressed subsequently.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
Internal Financial Control System
The Company has proper and adequate Internal Financial Controls which
ensures that all assets are safeguarded and protected and that the transactions are
authorized, recorded and reported correctly. The Internal Auditors independently evaluates
the adequacy of internal controls.
Independence of the audit and compliance is ensured by direct reporting
to the Audit Committee of the Board. The Company has taken adequate internal control
systems and procedures for hygiene, creating awareness on save distancing, hand
sanitization to minimize the risk of infection among the staff and labours.
Adequacy of Internal Financial Controls With Reference to the Financial
Statements
To ensure effective Internal Financial Controls the Company has laid
down the following measures:
1. All legal and statutory compliances are ensured on a monthly basis.
2. Transactions are pre-approved at the levels designated by the
Management and this is audited and reviewed periodically.
3. Transaction audits are conducted periodically to ensure accuracy of
financial reporting, safeguard and protection of all the assets. Stock audit is conducted
on an annual basis at all locations. Fixed Asset Verification is done on an annual basis
at all locations.
4. The Company's Books of Accounts are maintained in Oracle (ERP)
and transactions are executed through Oracle (ERP) setups to ensure
correctness/effectiveness of all transactions, integrity and reliability of reporting.
5. The Company has in place a well-defined Whistle Blower Policy.
6. Compliance of secretarial functions is ensured by way of Secretarial
Audit.
Your Company's Statutory Auditors have in their report confirmed
the adequacy of the internal control procedures.
Fraud Reporting By Auditors
No fraud has been detected by the Auditors and hence not reported
during the relevant financial year.
FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE
Since the last year has not been profitable there are serious cash flow
issues. The main focus of the Company will be to regain its strength and hence no
expansion on new projects is planned for the coming year. The focus currently is primarily
on taking care of paying all the creditors through one time settlement.
HUMAN RESOURCES DEVELOPMENT
Your Company continued to have cordial and harmonious relations with
its employees at all levels during the period under review. Due to non operations, the
Company had to release most of the employees. As on 31st March, 2023 there are 2 employees
on the rolls of the Company and the other functions of the Company are done by people who
are on Service Contract.
DIVIDEND
Your Directors do not recommend any dividend for the financial year
ended 31st March, 2023.
POLLUTION CONTROL MEASURES
Since there are no production units hence pollution control measures
does not arise
SUBSIDIARY AND ASSOCIATE COMPANIES
Your Company does not have any Subsidiary or Associate Companies.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Companies Act, 2013 and as per
the Articles of Association of the Company Mr. Ravindra Prakash Sehgal (DIN: 00119477),
Managing Director would retire by rotation at the ensuing Annual General Meeting and being
eligible, offers himself for re-appointment. None of the Directors of the Company are
disqualified from being appointed / re-appointed as Directors, as specified in Section 164
of the Companies Act, 2013.
Pursuant to the provisions of Section 203 of the Companies Act, 2013,
the Key Managerial Personnel of the Company are Mr. Ravindra Prakash Sehgal, Managing
Director, Mr. Suvobrata Saha, Joint Managing Director, Mr. Somnath Pradhan, Chief
Financial Officer and Mr. Sanjay Agarwal, Company Secretary. * Mr. Suvobrata Saha, Joint
Managing Director has resigned w.e.f. 13th April, 2023 ** Mr. Sanjay Agarwal, Company
Secretary has resigned w.e.f. 09th May, 2023
WOMEN DIRECTOR
Dr. Sephali Roy (DIN: 07151823), appointed on 9th April, 2015 and
re-appointed on 13th February, 2020 continues as the Women Director on the Company's
Board in conformity with the requirements of Section 149(1) of the Companies Act, 2013 and
Regulation 17 of the Listing Regulations.
DECLARATION OF INDEPENDENCE
Your Company has received declaration from the Independent Directors as
prescribed under Section 149(7) of the Companies Act, 2013 that they meet the criteria of
independence as provided in Section 149(6) of the Act, read with Schedules and Rules
issued there under as well as Regulation 16 (1) (b) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The Independent Directors have complied with
the Code for Independent Directors prescribed in Schedule IV to the Act.
With regard to integrity, expertise and experience (including the
proficiency) of the Independent Director appointed/ re-appointed, the Board of Directors
are of the opinion that all the Independent Directors are persons of integrity and possess
relevant expertise and experience and their continued association as Directors will be of
immense benefit and in the best interest of the Company.
FAMILIARIZATION PROGRAMME UNDERTAKEN FOR INDEPENDENT DIRECTORS
The Independent Directors are familiarized with the Company, their
roles, rights, responsibilities in the Company, nature of the industry in which the
Company operates, business model of the Company, etc. On appointment, the Independent
Director is issued a Letter of Appointment setting out in detail, the terms of
appointment, duties and responsibilities.
ANNUAL EVALUATION
Pursuant to the provisions of Section 134, 149 and Section 178 of the
Companies Act, 2013 read with Rules framed thereunder and provision of Schedule IV of the
Act as well the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
the Board has carried out an annual performance evaluation of its own performance, that of
its Committees and Individual Directors. A separate exercise was carried out to evaluate
the performance of individual Directors, including the Chairman of the Board, on
parameters such as level of engagement and contribution, independence of judgement,
safeguarding the interest of the Company and its minority shareholders, etc. The
performance evaluation of the Non Independent Directors and Board as a whole was also
carried out by the Independent Directors. The Nomination and Remuneration Committee and
the Board carried out the performance evaluation of every Director of the Company. The
Directors of the Company expressed their satisfaction with the evaluation process.
NUMBER OF MEETINGS OF THE BOARD
During the Financial Year 2022-23, four meetings of the Board of
Directors were held on 27.05.2022, 12.08.2022, 11.11.2022 and 14.02.2023. The intervening
gap between the Board meetings were within the period prescribed under the Companies Act,
2013 and the Listing Regulations read with relaxations granted by Ministry of Corporate
Affairs and Securities and Exchange Board of India due to COVID-19 pandemic.
The composition, number of meetings held and the attendance of the
members at these meetings are as follows:
Name of the Directors |
Category of Directorship |
No. of Board Meeting Held During
2021-2022 |
No. of Meetings Attended |
Dr. Sephali Roy |
Chairman and Independent Director |
4 |
4 |
Mr. Ravindra Prakash Sehgal |
Managing Director |
4 |
4 |
Mr. Suvobrata Saha |
Joint Managing Director |
4 |
3 |
Mr. Subir Chatterjee |
Independent Director |
4 |
3 |
Mr. Arun Kumar Bose |
Non Executive Director |
4 |
4 |
COMMITTEES OF THE BOARD
The Company has constituted / re-constituted the Audit Committee,
Nomination and Remuneration Committee and Stakeholders Relationship Committee in
accordance with the requirements of Companies Act, 2013. Details of all the above
Committees along with composition and meetings held during the year under review are
provided below:
AUDIT COMMITTEE
During the financial year ended 31st March, 2023 four Audit Committee
meetings were held on 27.05.2022, 12.08.2022, 11.11.2022 and 14.02.2023. All the
recommendations made by the Audit Committee during the year were accepted by the Board.
The composition, number of meetings held and the attendance of the members at these
meetings are as follows:
Name of the Member |
No. of Meetings Held |
No. of Meetings Attended |
Dr. Sephali Roy, Chairman |
4 |
4 |
Mr. Ravindra Prakash Sehgal |
4 |
4 |
Mr. Subir Chatterjee |
4 |
3 |
NOMINATION AND REMUNERATION COMMITTEE
During the financial year ended 31st March, 2023 one meeting was held
on 23.05.2022. The composition, number of meetings held and the attendance of the members
at these meetings are as follows:
Name of the Member |
No. of Meeting Held |
No. of Meeting Attended |
Mr. Subir Chatterjee, Chairman |
1 |
1 |
Dr. Sephali Roy |
1 |
1 |
Mr. Arun Kumar Bose |
1 |
1 |
STAKEHOLDERS RELATIONSHIP COMMITTEE
During the financial year ended 31st March, 2023 one meeting was held
on 14.02.2023. The composition, number of meeting held and the attendance of the members
at this meeting is as follows:
Name of the Member |
No. of Meeting Held |
No. of Meeting Attended |
Dr. Sephali Roy, Chairman |
1 |
1 |
Mr. Ravindra Prakash Sehgal |
1 |
1 |
Mr. Subir Chatterjee |
1 |
1 |
MEETING OF INDEPENDENT DIRECTORS
During the year under review, a meeting of the Independent Directors
was held on 14th February, 2023 wherein the performance of the Non-Independent Directors
and the Board as a whole was reviewed. The Independent Directors at their meeting also
assessed the quality, quantity and timeliness of flow of information between the
Company's management and the Board of Directors of the Company.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(3)(c) and Section 134(5)
of the Companies Act, 2013 with respect to Directors' Responsibility Statement, the
Directors to the best of their knowledge hereby state and confirm that: i) In the
preparation of the annual accounts for the year ended 31st March, 2023 the applicable
accounting standards read with the requirements set out under Schedule III to the
Companies Act, 2013, had been followed along with proper explanation and there were no
material departures from the same; ii) The Directors have selected such accounting
policies and applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company as at 31st March, 2023 and of the profit and loss of the Company for the year
ended on that date; iii) The Directors have taken 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; iv) The Directors have prepared the annual
accounts of the Company on a "going concern" basis; v) Proper internal financial
controls laid down by the Directors were followed by the Company and that such internal
financial controls are adequate and are operating effectively; and vi) Proper systems to
ensure compliance with the provisions of all applicable laws are in place and that such
systems are adequate and operating effectively.
TRANSFER TO RESERVES
The Company did not transfer any amount to reserves.
PUBLIC DEPOSITS
During the financial year 2022-23, your Company has not accepted any
deposits within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together
with the Companies (Acceptance of Deposits) Rules, 2014.
CHANGES IN SHARE CAPITAL
The paid up share capital of the Company as on 31st March, 2023 was Rs
3,45,71,600 divided into 3457160 equity shares of Rs.10/- each. There were no changes in
the share capital of the Company in the F.Y. 2022-2023.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY HAVING OCCURRED AFTER THE BALANCE SHEET DATE TILL THE DATE OF THIS REPORT
No material changes affecting the financial position of the Company
occurred between the end of the financial year to which this financial statements relate
on the date of this report.
CORPORATE GOVERNANCE
Your Company complies with the provisions relating to Corporate
Governance to the extent applicable to it. Pursuant to Regulation 15(2) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company is
exempted from Para C of Schedule V which requires disclosures to be made in the section on
Corporate Governance of the Annual Report, Para D of Schedule V relating to declaration by
CEO on compliance with the Code of Conduct and Para E of Schedule V relating to Compliance
Certificate on Corporate Governance. In view thereof, the Corporate Governance report,
declaration by CEO on Code of Conduct and Compliance Certificate has not been included in
this Annual Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND RESEARCH AND
DEVELOPMENT
The information relating to conservation of energy, technology
absorption and foreign exchange earnings and outgo as per Section 134(3)(m) of the
Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is provided
in "Annexure - A" to this report.
RELATED PARTY TRANSACTIONS
During the financial year 2022-23, your Company has entered into
transactions with related parties as defined under Section 2(76) of the Companies Act,
2013 read with Companies (Specification of Definition Details) Rules, 2014 and which are
in the ordinary course of business and on arms' length basis and in accordance with
the provisions of the Companies Act, 2013. During the financial year 2022-23, there were
transactions with related party which do not qualify as material transactions under the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Accordingly the
disclosure required under Section 134 (3) (h) of the Act read with Rule 8(2) of the
Companies (Accounts) Rules, 2014 in Form AOC 2 is not applicable to your Company.
DISCLOSURES RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL
PERSONNEL AND PARTICULAR OF EMPLOYEES
In accordance with Section 178 and other applicable provisions, if any,
of the Companies Act, 2013 read with Rules issued thereunder and Regulation 34 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board of Directors
at its meeting held on 13th November, 2014 formulated the Remuneration Policy of the
Company. The Remuneration Policy of the Company is being set out as "Annexure -
B" to this report and this has also been uploaded on the website:
www.carnationindustries.com 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 is set out as "Annexure
- C" to this report.
In terms of the provisions of Section 197(12) of the Act read with
Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, a statement showing the names and other particulars of top ten
employees forms part of the Annual Report. None of the employees of the Company are in
receipt of remuneration in excess of that drawn by the Managing Director. Having regard to
the provisions of the first proviso to Section 136(1) of the Act and as advised, the
Annual Report excluding the aforesaid information is being sent to the members of the
Company. The said information is available for inspection at the Registered Office of the
Company during working hours and any member interested in obtaining such information may
write to the Company Secretary and the same shall be furnished on request.
ANNUAL RETURN
Pursuant to the provisions of Section 92 (3) read with Section 134 (3)
(a) of the Companies Act, 2013 the Annual Return of the Company as on March 31, 2023 is
available on the Company's website and can be accessed at
https://www.carnationindustries.com/Investors/Annual Return 2022-2023.
STATUTORY AUDITORS
In the Annual General Meeting held on 28th September, 2022, M/s. Jain
Saraogi & Co, LLP, Chartered Accountants having Firm Registration No. 305004E/E300281,
were appointed as Statutory Auditors for the Company's Financial Years 2022- 2023 to
2026-2027.
The Statutory Auditors have given an adverse opinion which is given
below, along with the reply by the Management: As stated in Note no.31(xvii) of the
Financial Statement, regarding preparation of Financial Statement on Going Concern basis
for the reasons stated therein. The Company has discontinued its manufacturing operations
and as represented has plans to resume the trading activity but necessary and evident
steps to start the same is not being transformed into action and or no substantive effort
is reflected in the action. As stated in Note no. 31(xvii) the appropriateness of Going
Concern is dependent upon various initiatives undertaken by the company including claim
from ECGC, feasibility and sustainability of the proposed trading activities, arrangement
for financial resources in order to meet working/ long term capital requirement of the
trading activity and payment/ settlement of existing unsecured creditors as well as
various demands raised by different regulatory authorities and financial institution.
The Company has accumulated losses of Rs. 1462.13 Lacs (Previous year
Rs. 1341.55 Lacs) leading to negative net worth of Rs. 241.14 Lacs (Previous Year Rs.
120.56 Lacs) as at 31st March, 2023, which has resulted in complete erosion of the net
worth of the Company. The Company's current liabilities exceeds its current assets by
Rs. 306.10 Lacs (Previous Year Rs. 42.63 Lacs) as at 31st March, 2023. Considering matters
described above including possible impact of the matters described in "Emphasis of
matter" paragraph of this report; pending the pronouncement of final order in the
petition filed with Hon'ble NCLT, Kolkata Bench under IBC, 2016; and in absence of
necessary and adequate evidence with respect of the Company's assessment of going
concern, as per our judgement, management's use of going concern basis of accounting
in the statement is inappropriate.
In respect to the above qualification the Board states that the
qualifications made by the statutory auditors are primarily futuristic and is being given
as a mark of caution. The management has taken extensive steps to settle the liabilities
of all the creditors and as far as remaining creditors are concerned negotiations are
continuing with them. The company has also drastically cut down the staff strength. The
company is also proposing to revive itself by commencing the trading activities and is
focusing on realization of dues from ECGC /Vat department. As far as settlement of secured
creditor ICICI bank is concerned the company proposes to dispose the mortgaged property
and settle the outstanding loan amount. Furthermore the NCLT case filed by an operational
creditor is concerned efforts are on to settle the matter out of court.
COST AUDITOR
Ministry of Corporate Affairs notification on 31.12.2014 under the
Companies (Cost Records and Audit) Amendment Rules, 2014 has exempted your Company, from
the purview of Cost Audit. Your Company is not required to maintain cost records as
specified by the Central Government under sub section (1) of Section 148 of the Companies
Act, 2013.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013
read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
your Company had appointed M/s MKB & Associates, Practicing Company Secretaries to
conduct the Secretarial Audit of your Company. The Secretarial Audit Report is annexed
herewith as "Annexure-D" to this report. The Secretarial Auditors have given
that-a) The Company has not complied with the provisions of Regulation 3(5) and 3(6) of
Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015
b) The company has not taken special contingency insurance policy towards the risk arising
out of the requirements relating to issuance of duplicate securities in order to safeguard
and protect the interest of the listed company as required under SEBI circular
SEBI/HO/MIRSD/ MIRSD_RTAMB/P/CIR/2022/70 dated 25.05.2022; c) The company has not opened
suspense escrow demat account as required under SEBI circular SEBI/HO/
MIRSD/PoD-1/OW/P/2022/64923 dated 30th December 2022.
In respect to the above qualification the Board states that the Company
has already intimated the Stock Exchange about the non- compliance of regulation 3(5)
& 3(6) Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015 and has submitted the Structured Digital Database for the quarter ended
30.06.2023
INTERNAL AUDITOR
In accordance with the provisions of Section 138 of the Companies Act,
2013, M/s Prithwiraj Pal & Associates, Chartered Accountants, were appointed on 13th
February, 2020 for a period of three years, as the Internal Auditors of the Company.
CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY
AND BANKRUPTCY CODE 2016 (IBC)
One of the Creditor has filed an application before National Company
Law Tribunal (NCLT) - Kolkata Bench, u/s 9 of Insolvency and Bankruptcy Code, 2016 and to
whom a sum of Rs.6.64 Lacs is due. On 7th February, 2023 the Tribunal has reserved for
Order. Still Order has not been pronounced.
LOANS, GUARANTEES AND INVESTMENTS
The Company has not lent out any money or made any investment or
provided any guarantee during the year under review as covered under the provisions of
Section 186 of the Companies Act, 2013.
SIGNIFICANT MATERIAL ORDERS PASSED BY REGULATORS/COURT/TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There are no significant material orders passed by the
regulators/courts/tribunals which would impact the going concern status of the Company and
its future operations.
CORPORATE SOCIAL RESPONSIBILITY
Corporate Social Responsibility is not applicable to your Company
pursuant to Section 135 of the Companies Act, 2013.
WHISTLE BLOWER POLICY/ VIGIL MECHANISM
Your Company has formulated a Whistle Blower Policy pursuant to the
provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy provides
for a framework and process whereby employees can raise their issue against any kind of
harassment, victimization or any other unfair practices being adopted against them. The
Whistle Blower Policy has been uploaded on the Company's website:
www.carnationindustries.com.The Company endeavors to provide complete protection to the
Whistle Blowers against any unfair practices. The Audit Committee oversees the genuine
concerns and grievances reported in conformity with this policy. It is affirmed that no
personnel of the Company has been denied access to the Audit Committee and no case was
reported under this policy during the year.
STOCK EXCHANGE
The Equity Shares of the Company are listed with BSE Limited and The
Calcutta Stock Exchange Limited.
COMPLIANCE WITH SECRETARIAL STANDARDS
Your Company has complied with the Secretarial Standards on Board
Meetings and General Meetings issued by the Institute of Company Secretaries of India.
RISK MANAGEMENT
Your Company has built a comprehensive risk management framework that
seeks to identify all kinds of observable as well as anticipated risks to minimize any
kind of adverse impact on the Company by taking remedial actions.
DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM BANKS OR FINANCIAL INSTITUTIONS.
Not Applicable
POLICY ON PREVENTION OF SEXUAL HARASSMENT
The Company has adopted a policy on Prevention of Sexual Harassment of
Women at Workplace in accordance with The Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. During the financial year ended 31st
March, 2023 your Company has not received any complaints pertaining to sexual harassment.
The Company has complied with the provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013.
GENERAL INFORMATION
Annual General Meetings
The last three Annual General Meetings of the Company were held as
under:-
Financial Year ended |
Date |
Time |
Venue |
31-03-2022 |
28-09-2022 |
11 A.M. |
Through Video conference |
31-03-2021 |
29-09-2021 |
10 A.M. |
Through Video conference |
31-03-2020 |
28-09-2020 |
3 P.M. |
Through Video conference |
Means of Communication
The Quarterly /half yearly/ yearly financial results during the year
under review were published in English in the Financial Express' and in Bengali
in the Duranta Barta', both circulated in Kolkata where the Registered Office
of the Company was situated. The results are displayed on the Company's website
www.carnationindustries.com but are not sent individually to the Shareholders. No separate
presentations were made to institutional investors or the analysts.
General Shareholder Information
Date : 15.09.2023 |
|
Time : 11.30 A.M. |
|
Venue : Video Conferencing ("VC")/ Other Audio
Visual Means ("OAVM") |
|
i) (a) Financial year : 2022 23 |
|
(b) Financial Calendar : |
|
The Financial Calendar for the year 2023-24 (Provisional) is
as under :- |
|
a. Results for the first quarter ending 30th June, 2023 |
By middle of August, 2023 |
b. Results for the second quarter ending 30th September, 2023 |
By middle of November, 2023 |
c. Results for the third quarter ending 31st December, 2023 |
By middle of February, 2024 |
d. Results (Audited) for the Financial year ending 31st
March, 2024 |
By end of May, 2024 |
e. Annual General Meeting for the year ending 31st March,
2024 |
By end of September, 2024 |
ii) Dates of Book Closure |
: The Register of Members and the Share Transfer Books of the
Company will remain closed from 09.09.2023 to 15.09.2023 both days inclusive, for the
purpose of the Annual General Meeting of the Company to be held on 15.09.2023. |
iii) Dividend Payment Date |
: No Dividend is proposed. |
iv) Listing on Stock Exchanges |
: BSE Limited CSE Limited |
|
Annual Listing Fees to the BSE Limited & CSE Limited for
the year ended 31st March, 2023 has been paid. |
v) Stock Code
: Name of Stock |
Physical |
Demat |
Exchange |
|
ISIN No. |
Bombay Stock |
|
|
Exchange Ltd. |
530609 |
INE693E01016 |
The Calcutta Stock Exchange Limited |
13067 |
|
vi) Market Price Data : |
The High and Low prices in each month in the Bombay Stock
Exchange Ltd. (BSE) at which the Company's Shares are listed are given hereunder:- |
Price per Share
Month |
High (Rs.) |
Low (Rs.) |
April, 2022 |
7.34 |
4.75 |
May, 2022 |
6.65 |
5.38 |
June, 2022 |
6.80 |
4.97 |
July, 2022 |
5.25 |
4.07 |
August, 2022 |
4.86 |
4.07 |
September, 2022 |
5.83 |
4.19 |
October, 2022 |
8.56 |
5.29 |
December, 2022 |
8.10 |
5.98 |
January, 2023 |
5.69 |
4.13 |
February, 2023 |
5.32 |
3.74 |
March, 2023 |
4.37 |
3.25 |
vii) Registrars and Share |
R & D Infotech Pvt. Ltd. is acting as the Registrars of
the |
Transfer Agents |
: Company for both physical and dematerialized form of
Shares. The address of the above Registrars is given hereunder : |
|
R & D Infotech Private Limited |
|
15/C, Naresh Mitra Sarani, Formerly Beltala Road, |
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Kolkata - 700026 |
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Phone: (033) 2419 2641/2419 2642 |
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Email : info@rdinfotech.net |
viii) Share Transfer System |
: R & D Infotech Private Limited, the Registrar and Share |
|
Transfer Agents of the Company, processes transfer,
sub-division, consolidation, splitting, etc, of Shares in physical form in close
co-ordination with the Company and the same are approved by the Stakeholders Relationship
Committee of the Company. Share Transfers, etc. are registered and returned within a
period of 15 days and the Dematerialisation Requests are confirmed within 15 days from the
dates of lodgment thereof. |
ix) Distribution of Shareholding:
a) Shareholding Pattern as on 31st March, 2023 is as under :-
Category |
No. of Shares held |
Percentage of Shareholding |
Promoters |
1509523 |
43.66 |
Mutual Funds / UTI |
- |
- |
Banks, Financial Institutions and Insurance |
- |
- |
Companies |
|
|
Private Corporate Bodies |
128561 |
3.72 |
Indian Public |
1735900 |
50.21 |
NRIs / OCBs |
60202 |
1.74 |
ADRs/ GDRs |
-- |
-- |
IEPF Suspense Account |
22974 |
0.66 |
Total: |
3457160 |
100.00 |
x) Dematerialisation of Shares and Liquidity : |
As on 31st March, 2023, 95.94% of the Company's total
Shares representing 3317531 Shares were held in dematerialised form and the balance 4.04%
representing 139629 Shares were in physical form. |
xi) Outstanding GDR/ADRs/ Warrants or any convertible
instruments, conversion date and likely Impact on equity : |
The Company has not issued any GDR/ADRs. etc. |
xii) Plant Location |
: The Company does not have any Plant. |
xiv) Addresses for correspondence: |
Registered Office: |
|
9/C Kumar Para Road, 2nd Floor Liluah, |
|
Howrah - 711204, West Bengal |
ACKNOWLEDGEMENT
Your Directors wish to place on record their appreciation and thanks to
various Government Authorities and Banks for their valuable assistance and co-operation.
Your Directors also thank the Executives, Staff of the Company for
their efficient and dedicated services.
|
On Behalf of the Board of Director |
|
|
Ravindra Prakash Sehgal |
Arun Kumar Bose |
Place: Kolkata |
(Managing Director) |
(Non - Executive Director) |
Date: 11.08.2023 |
DIN- 00119477 |
DIN- 00131295 |
#MDEnd#
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