To,
The Members of
ARSS Infrastructure Projects Limited,
Presentation on the 23rd Annual Report highlighting the business and operations of the
Company on a standalone and consolidated
basis and the audited financial statements for the financial year ended 31st March,
2023.
Pursuant to the Order dated 30th November, 2021 of the Hon'ble National Company
Law Tribunal, Cuttack ("NCLT Order"), Corporate Insolvency Resolution Process
("CIR Process") has been initiated against the Company in accordance with the
provisions of the Insolvency and Bankruptcy Code, 2016, ("Code") and related
rules and regulations issued there under with effect from 30th November, 2021 (Corporate
Insolvency Resolution Process Commencement Date). Mr. Uday Narayan Mitra (IBBI/IP
A-001/IP-P00793/2017-18/11360) has been appointed as Interim Resolution Professional
("IRP") in terms of the NCLT Order. Subsequently COC has approved through
e-voting dated 25.02.2022 as Resolution Professional ("RP") in conformity with
sub section (2) of section 22 of the Insolvency and Bankruptcy Code, 2016.
The powers of Board of Directors of the Company stand suspended effective from the CIR
Process commencement date and such powers along with the management of affairs of the
Company are vested with the RP in accordance with the provisions of Section 17 and 23 of
the Insolvency Code read with Regulation 15(2A) & (2B) of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Resolution plan submitted by SRA i.e. Ocean Capital Market Limited which was
approved by the COC with 76.67% votes which was not approved by Hon'ble NCLT, Cuttack
Bench, Cuttack and liquidation was initiated against the Corporate Debtor.
However the Resolution Applicant has filed an appeal with Hon'ble NCLAT, New Delhi
against the order rejecting the Resolution Plan. The Hon'ble NCLAT passed an order
dated 25th April, 2023, directing for liquidation shall remain stayed and resolution
professional shall continue to manage the affairs of the company as a going concern.
The Application has been allowed by the Hon'ble NCLAT, New Delhi vide its order
dated 09-08-2023 by setting aside the order rejecting the resolution plan passed by the
Hon'ble NCLT, Cuttack bench vide its order dated 18.04.2023 and allowed the
Resolution Applicant to prepare an addendum as per the said order.
In terms of Section 25 of the Code, the Company is continuing to operate as a going
concern. Further, since the application for approval of the Resolution Plan is pending
adjudication before the Tribunal after reconsidering by COC, the financial statements are
being presented on a going concern basis.
A. Financial Highlights:
The financial highlights of the Company, on standalone and consolidated basis, for the
financial year ended March 31, 2023
is summarized below:
(INR In Crores)
|
|
Standalone |
Co |
nsolidated |
Particulars |
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Sales |
402.52 |
288.81 |
402.52 |
288.81 |
Profit before Depreciation, Interest and Tax |
8.93 |
(106.17) |
8.92 |
(106.18) |
Less : Depreciation |
0.84 |
0.74 |
0.84 |
0.74 |
Interest |
0.52 |
1.43 |
0.52 |
1.43 |
Share of net profit or associates and joint
ventures accounted using equity method |
- |
- |
0.52 |
0.39 |
Profit Before Tax |
7.57 |
(108.34) |
8.08 |
(107.96) |
Less : Tax Expenses |
|
|
|
|
a) Current Year |
- |
- |
- |
- |
b) Earlier Year |
- |
- |
- |
- |
|
|
Standalone |
Co |
nsolidated |
Particulars |
2022-23 |
2021-22 |
2022-23 |
2021-22 |
c) Deferred Tax |
2.16 |
2.45 |
2.16 |
2.45 |
Profit/Loss After Tax |
5.41 |
(110.78) |
5.91 |
(110.41) |
Balance brought forward from previous year |
(353.83) |
(243.05 |
(362.29) |
(251.88) |
Add : Re-measurement of defined employee benefit
plans through OCI |
- |
- |
- |
- |
Amount Available for Appropriation |
(348.42) |
(353.83) |
(356.37) |
(362.29) |
Appropriations |
|
|
|
|
a) Dividend |
- |
- |
- |
- |
b) Tax on Dividend |
- |
- |
- |
- |
c) Transfer to General Reserve |
- |
- |
- |
- |
Balance Carried to Balance Sheet |
(348.42) |
(353.83) |
(356.37) |
(362.29) |
Earnings per Share (In INR) (Weighted) Basic
(Equity Shares of face value of INR 10/- each) |
2.38 |
(48.72) |
2.60 |
(48.56) |
Earnings per Share (In INR) (Weighted) Diluted
(Equity Shares of face value of INR 10/- each) |
2.38 |
(48.72) |
2.60 |
(48.56) |
Note: Previous years figures have been regrouped/re-classified, wherever required.
B. Subsidiary/ Associate & Joint Venture Company
(INR In Crores)
Error! Reference source not found.
Particulars
ARSS Damoh Hirapur Tolls Pvt. Ltd. (Subsidiary Company)
ARSS Developers Limited
(Associate Company)
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Sales |
- |
- |
0.31 |
0.12 |
Profit before Depreciation, Interest and Tax |
(0.02) |
(0.02) |
0.05 |
(0.06) |
Less : Depreciation |
- |
- |
0.26 |
0.24 |
Interest |
- |
- |
0.39 |
0.58 |
Profit Before Tax |
(0.02) |
(0.02) |
(0.60) |
(0.89) |
Less : Tax Expenses |
|
|
|
|
a) Current Year |
- |
- |
- |
- |
b) Earlier Year |
- |
- |
- |
0.001 |
c) Deferred Tax |
- |
- |
0.005 |
0.02 |
Profit/Loss After Tax |
(0.02) |
(0.02) |
(0.06) |
(0.92) |
Balance brought forward from previous year |
(0.02) |
- |
(30.53) |
(29.62) |
Amount Available for Appropriation |
(0.04) |
(0.02) |
(30.53) |
(29.62) |
Appropriations |
|
|
|
|
a) Dividend |
- |
- |
- |
- |
b) Tax on Dividend |
- |
- |
- |
- |
c) Transfer to General Reserve |
- |
- |
- |
- |
Balance Carried to Balance Sheet |
(0.04) |
(0.02) |
(31.14) |
(30.54) |
Earnings per Share (In INR) (Weighted) Basic
(Equity Shares of face value of INR 10/- each) |
(0.01) |
(0.01) |
(0.93) |
(1.42) |
Earnings per Share (In INR) (Weighted) Diluted
(Equity Shares of face value of INR 10/- each) |
(0.01) |
(0.01) |
(0.93) |
(1.42) |
23rd Annual Report 2022-2023 005
Error! Reference source not found.
Indian Accounting Standards (Ind AS)
As per the requirements of notification dated 16th February, 2015 issued by the
Ministry of Corporate Affairs (MCA), Standalone and Consolidated Financial Statements of
the Company for the Financial Year 2022-23 have been prepared as per Ind AS.
Dividend
Your Directors did not recommend any dividend for the financial year ended March 31,
2023.
State of Company's affairs and financial performance :
ARSS is renowned name in infrastructure sector in India. The Company is engaged into
the construction services of Roads, Railways, Irrigation etc. though the Company is
presently undergoing substantial financial stress and severe liquidity constraints. In
spite of Company under CIRP, it has shown a remarkable growth and turnaround the loss into
a profit of INR
7.57 cr. as compared to INR (-) 108.34 crores for the previous financial year with a
remarkable growth of 106.98%. The turnover of the Company in the year is INR 402.52 crores
as compared to INR 288.81 crores in the previous financial year with a remarkable growth
of 39.37% in sales even during CIRP.
Details of Subsidiary, Joint Venture or Associates
Details of Subsidiary and Associate Companies
The Company has 1 subsidiary, 1 Associates and 15 Joint Ventures as on March 31, 2023.
There has been no material change in the nature of the business of the subsidiaries.
During the year under review no companies have become or ceased to be company's
subsidiary, or associate companies or Joint Ventures (JVs). A report on the Company's
subsidiary, joint ventures or associate companies as per Companies Act, 2013 is provided
hereunder:
Sl.
No. |
Name of the company |
Address of the company |
CIN/GLN/ PAN |
Holding / subsidiary
/associate |
% of shares held/ share
in JV |
Applicable
section |
1 |
ARSS Damoh- Hirapur Tolls Private limited |
Plot No-38, Sector-A, Zone-D, Mancheswar
Industrial Estate, Bhubaneswar- 751010 |
U45201OR2011PTC013524 |
Subsidiary Company |
99.82 % |
2 (87) |
2 |
ARSS Developers Limited |
Plot No-38, Sector-A, Zone-D, Mancheswar
Industrial Estate, Bhubaneswar- 751010 |
U45209OR2007PLC009201 |
Associate Company |
38.41% |
2 (6) |
Joint Venture (AOP)
Sl. No. |
Name of the company |
Address of the company |
CIN/GLN/ PAN |
Holding / subsidiary /associate |
% of shares held/ share in JV |
1 |
ARSS-ATLANTA JV. |
Plot No-38, Sector-A, Zone-D, Mancheswar
Industrial Estate, Bhubaneswar- 751010 |
AAQFA8726P |
Joint Venture |
51.00% |
2 |
HCIL-ADHIKARYA- ARSS JV |
Plot No-38, Sector-A, Zone-D, Mancheswar
Industrial Estate, Bhubaneswar- 751010 |
AAEFH3757R |
Joint Venture |
30.00% |
3 |
ARSS - SIPS (JV) |
129, Transport Centre, Rohtak Road, Punjabi Bagh,
New Delhi 110 035 |
AAEAA3620K |
Joint Venture |
51.00% |
4 |
ARSS - SCPL (JV) |
Plot No-38, Sector-A, Zone-D, Mancheswar
Industrial Estate, Bhubaneswar- 751010 |
AAEAA3621J |
Joint Venture |
51.00% |
5 |
ARSS - BMS (JV) |
Plot No-38, Sector-A, Zone-D, Mancheswar
Industrial Estate, Bhubaneswar- 751010 |
AAEAA4835G |
Joint Venture |
51.00% |
|
|
|
|
|
|
Sl. No. |
Name of the company |
Address of the company |
CIN/GLN/ PAN |
Holding / subsidiary /associate |
% of shares held/ share in JV |
6 |
ARSS- TECHNOCOM- PRIYASHI ASHI JV. |
Kamrup Chamber road, Fancy
Bazar,Guwahati-781001- Assam |
AAHAA8492L |
Joint Venture |
51.00% |
7 |
ARSS-SNKI JV |
Plot No-38, Sector-A, Zone-D, Mancheswar
Industrial Estate, Bhubaneswar- 751010 |
AAEAA8546Q |
Joint Venture |
51.00% |
8 |
ARSS-THAKUR JV. |
Plot No-38, Sector-A, Zone-D, Mancheswar
Industrial Estate, Bhubaneswar- 751010 |
AAJAA0912F |
Joint Venture |
80.00% |
9 |
ARSS ROYAL (JV) |
Plot No. 38, Sector-A, Zone-D, Mancheswar
Industrial Estate, Bhubaneswar, Odisha, 751010 |
AAJAA1996R |
Joint Venture |
75.00% |
10 |
ARSS-BDPL (JV) |
Plot No-38, Sector-A, Zone-D, Mancheswar
Industrial Estate, Bhubaneswar- 751010 |
AAJAA6181C |
Joint Venture |
51.00% |
11 |
ARSS - NTLLP (JV) |
Short- Cut, P.O.- Nirjuli, Dist- Papumpare, Pin-
791109, Arunachal Pradesh. |
AAJAA9902B |
Joint Venture |
51.00% |
12 |
SCPL - ARSS (JV) |
OU-522, 5th Floor, Esplanade Commercial
Development, Unit No. 32, 721, Rasulgarh, Bhubaneswar -751010 |
ABLAS3263J |
Joint Venture |
20.00% |
13 |
ARSS - KKMPL (JV) |
Plot No-38, Sector-A, Zone-D, Mancheswar
Industrial Estate, Bhubaneswar- 751010 |
AAHAA8368B |
Joint Venture |
49.00% |
14 |
ATLANTA-ARSS (JV) |
504, Samarpan, New Link Road, Chakala, Near
Mirador Hotel, Andheri East, Mumbai 400 099 |
AABAA0048E |
Joint Venture |
49.00% |
15 |
ARSS-LGPPL (JV) |
Plot No-38, Sector-A, Zone-D, Mancheswar
Industrial Estate, Bhubaneswar- 751010 |
AAGAA3633G |
Joint Venture |
51.00% |
The name of the Joint Venture which have become JV during the year : NIL
The name of the Joint Venture which has been inoperative during the year under review:
NIL
Consolidated Financial Statements:
The RP reviewed the affairs of the Company's subsidiary during the year at regular
intervals. Consolidated financial statements (consolidating financials of ARSS Damoh -
Hirapur Tolls Private Limited being its subsidiary company and of ARSS Developers Limited
being its associate company) in terms of Section 129 (3) of the Companies Act, 2013 read
with rule 6 of Companies (Accounts) Rules, 2014 and under Regulation 33 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as
"SEBI Listing Regulations") and as per requirements of Ind AS 110
consolidated financial statements read with Ind AS 28- Investment in associates and Joint
ventures and Ind AS 31 interest in Joint ventures, the Audited Consolidated
Financial Statements are provided in this Annual Report. The consolidated Financial
Statements have been prepared on the basis of audited financial statements of the Company
and its subsidiary, as approved by the RP.
Pursuant to the Section 129 (3) of the Companies Act, 2013 read with rule 5 of
Companies (Accounts) Rules, 2014, a statement containing the salient features of the
financials statements of each of the subsidiary and associate company in the prescribed
form AOC-1 is annexed to this annual report.
Pursuant to the Section 136 of the Companies Act, 2013 financial statements of
subsidiary/ associate companies are kept for inspection by the shareholders at the
Registered Office of the Company. The said financial statements of the subsidiaries are
also available on the website of the Company www.arssgroup.in under the Investor
Relations Section.
Reserve
No amount was proposed to be transferred to general reserve.
Operations- Work Orders
Your Directors are pleased to inform that during the year under report, the Company has
secured the following contracts (work order):
1. At Paradip: Temporary Rail connectivity to MMLP Paradip which is awarded in
favour of your company by Dy. General Manager /Engg., Container Corporation of India
Limited, New Delhi on 6th April, 2022 with a Contract Value of INR 2.20 Crores
Performance and financial position of each of the subsidiaries and associates
companies are included in the consolidated
financial statement.
CREDIT Rating
The accounts of the Company is NPA since 2012, therefore no rating has been assigned to
the Company.
Listing with stock exchanges
The Company confirms that it has paid the Annual Listing Fees for the financial year
2023-2024 to The Bombay Stock
Exchange Limited and National Stock Exchange of India Limited where the Company's
Shares are listed.
Management Discussion and Analysis Report:
As required under regulation 34 SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Management Discussion and Analysis Report is enclosed as a part of
this report as Annexure A'.
Corporate Governance and Shareholders Information:
The Company is committed to maintaining high standards of Corporate Governance and
adheres to the Corporate Governance requirements set out by the Securities and Exchange
Board of India (SEBI). The Company continues to lay a strong emphasis on transparency,
accountability and integrity and has also implemented several corporate governance
practices in this regard. A separate report on Corporate Governance in terms of Regulation
34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (the Listing Regulations') is provided in this Annual Report.
The requisite certificate from the Auditors of the Company confirming compliance with the
conditions of Corporate Governance along-with a declaration signed by Resolution
Professional stating that the members of the Board of Directors and Senior Management
Personnel have affirmed compliance with the respective codes of conduct of the Board of
Directors and Senior Management is attached to the report on Corporate Governance. A
report on Corporate Governance is included as a part of this Annual Report as Annexure
B'.
A company undergoing insolvency resolution process, however, is exempted from the
requirement of, amongst others, composition of board of directors, constitution, meetings
and terms of reference of the audit committee, constitution, meetings and terms of
reference of the nomination and remuneration committee, constitution, meetings and terms
of reference of the stakeholders' relationship committee as required under SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
Annual Return
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as
on 31st March, 2023 is hosted on the Company's website i.e. http://arssgroup.in/PDF/AnnualReturn/2023/ARSS_ANNUAL_RETURN_2023.pdf
Board Committees
The Board of Directors of your Company had already constituted various Committees in
compliance with the provisions of the Companies Act, 2013 and SEBI Listing Regulations
viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship
Committee and CSR Committee.
During financial year 2014-15, in accordance with the provisions of the erstwhile
Clause 49 of the Listing Agreement, the
Board had voluntarily constituted the Risk Management Committee.
All decisions pertaining to the constitution of Committees, appointment of members and
fixing of terms of reference / role
of the Committees are taken by the Board of Directors.
Details of the role and composition of these Committees, including the number of
meetings held during the financial year
and attendance at these meetings, are provided in the Corporate Governance Section of
the Annual Report.
However the Financial Creditors, State Bank of India has filed a petition bearing CP
(IB) No. 34/CB/2021 under section 7 of Insolvency and Bankruptcy Code, 2016
("IBC"), before the National Company Law Tribunal Cuttack Bench
("NCLT, Cuttack") and subsequently the corporate insolvency resolution process
(CIRP) has been initiated against the company by the NCLT Cuttack Bench, Cuttack vide
order dated 30th November, 2021. vide this order Mr. Uday Narayan Mitra (Reg. No.
IBBI/IPA001/IP-P00793/2017-18/11360) having address at 72/1, Dawnagazi Road, Bally,
Kolkata, West Bengal -711201 (Email- udaynarayanmitra@yahoo.co.uk) has been
appointed as Interim Resolution Professional (IRP) and accordingly the power of the Board
and committees thereof are suspended and vested in the RP w.e.f. 30.11.2021 and he is
performing the functions as mentioned under Insolvency and Bankruptcy Code, 2016 (the IBC
Code).
Number of Board Meetings:
The powers of the Board of Directors remained suspended during CIRP period from
30.11.2021 onwards and no Board/ Committee meetings were held during the Financial Year
2022-23. The powers of board of directors were being exercised by the Resolution
Professional (RP) in accordance with Sections 17 and 23 of the Insolvency Code. Further
details are given in the Corporate Governance Report.
Committees of the Board of Directors
The Board had five committees namely, the Audit Committee, Nomination and Remuneration
Committee, Stakeholders' Relationship Committee, Corporate Social Responsibility
Committee, Operation and Management Committee prior to CIRP period. The Board had a
defined set of guidelines, duties and responsibilities and an established framework
commensurate with the applicable provisions of the Companies Act, 2013 and Listing
Regulations for conducting the meetings of the said Committees. A detailed note on the
Board of Directors and its committees, their scope etc. is provided under the Corporate
Governance Report section of this Annual Report. The powers of board of directors and its
committees remained suspended during period under review and were being exercised by the
RP in accordance with Sections 17 and 23 of the Insolvency Code. Accordingly, no meetings
of the Committees were held during the Financial Year 2022-23. Further details are given
in the Corporate Governance Report.
Audit Committee
The Company has in place an Audit Committee in terms of the requirements of the
Companies Act, 2013 read with the rules made there under and Regulation 18 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. The details relating
to the same are given in Annexure B' of the Board Report on the Corporate
Governance forming part of this report. Members are requested to refer to point No. 6 of
Corporate Governance Report attached with this annual report.
Nomination and Remuneration Committee
The Company has in place Nomination and Remuneration Committee in terms of the
requirements of the Companies Act, 2013 read with the rules made thereunder and Regulation
19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The
details relating to the same are given in Annexure B' of the Board Report on
the Corporate Governance forming part of this report. Members are requested to refer to
point No. 7 of Corporate Governance Report attached with this annual report.
Corporate Social Responsibility Committee (CSR):
The company has in place Corporate Social Responsibility Committee (CSR) in terms of
the requirements of section 135 and Schedule VII of the Companies Act, 2013. The details
relating to the same are given in Annexure B' of the Board Report on the
Corporate Governance forming part of this report. Members are requested to refer to point
No. 8 of Corporate Governance Report attached with this annual report.
Shareholders Relationship Committee
The company has in place Shareholders Relationship Committee in terms of the
requirements of the Companies Act, 2013 read with the rules made thereunder and Regulation
20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The
details relating to the same are given in Annexure B' of the Board Report on
the Corporate Governance forming part of this report. Members are requested to refer to
point No. 9 of Corporate Governance Report attached with this annual report.
23rd Annual Report 2022-2023 009
Dematerialization of shares:
Physical/ NSDL/ CDSL/Summary Report as on 31st March, 2023, representing 99.94% of
total Equity Share Capital of the Company were held in dematerialized form. The
Company's Registrars is Bigshare Services Private Limited, Office No. S6-2, 6th
Floor, Pinnacle Business Park, Next to Ahura Centre, Mahakali Caves Road, Andheri (East)
Mumbai 400093, Maharashtra, India.
Particulars |
No. of Shareholders |
Percentage (%age) |
No. of Shares |
Percentage (%age) |
CDSL |
8,432 |
52.05% |
1,39,98,227 |
61.56% |
NSDL |
7,760 |
47.90% |
87,27,012 |
38.38% |
PHYSICAL |
8 |
0.05% |
12,727 |
0.06% |
TOTAL |
16,200 |
100.00% |
2,27,37,966 |
100.00% |
E-voting facility at AGM
In terms of Regulation 44 of SEBI Listing Regulations and in compliance with the
provisions of Section 108 of the Act read with Rule 20 and other applicable provisions of
the Companies (Management and Administration) Rules, 2014 (as amended), the items of
business specified in the Notice convening the 23rd AGM of the Company shall be transacted
through electronic voting system only and for this purpose the Company is providing
e-Voting facility to its' Members whose names will appear in the register of members
as on the cut-off date (fixed for the purpose), for exercising their right to vote by
electronic means through the e-Voting platform to be provided by National Securities
Depository Ltd ("NSDL"). The detailed process and guidelines for e-voting have
been provided in the notice convening the meeting.
Public deposits, covered under Chapter V of the Act
Your Company has not invited any deposit from public and shareholders. So, the
provisions of the Chapter V of the Companies Act, 2013 are not attracted.
Auditors: Statutory Auditors:
At the Nineteenth AGM held on September 25, 2019 the Members approved appointment of
M/s. A R M S & Associates, Chartered Accountant (Firm's Registration No. 013019N)
of Gurugram as Statutory Auditors of the Company to hold office for a period of five years
from the conclusion of that AGM till the conclusion of the twenty-forth AGM.
Cost Auditors:
As per the requirements of the Section 148 of the Act read with the Companies (Cost
Records and Audit) Rules, 2014 as amended from time to time, your Company is required to
maintain cost records and accordingly, such accounts are made and records have been
maintained every year. The Cost Audit for the financial year 2022-2023 was completed and
the report submitted by the cost auditor has been duly taken on record by the resolution
professional.
During the year under review, M/s. MAK & Co., Cost Accountants, Bhubaneswar (Firm
Registration Number 004499) has resigned due to his pre occupation. The Resolution
Professional has appointed M/s. I C Kundu & Co, Cost Accountants, FRN 700778 as Cost
Auditor to audit the cost records of the Company for the financial year 2022-23 to fill
the casual vacancy created on resignation of earlier cost auditor. Resolution Professional
also appointed M/s. I C Kundu & Co, Cost Accountants, FRN 700778 as Cost Auditor to
audit the cost records of the Company for the financial year 2023-24. The Cost Auditors
have submitted a certificate of their eligibility for such appointment and confirmed that
their appointment is within the limits of section 141(3)(g) of the Companies Act, 2013 and
have also certified that they are free from any disqualifications specified under section
141(3) and proviso to section 148(3) read with section 141(4) of the Companies Act, 2013.
As required under the Companies Act, 2013, the remuneration payable to the cost auditor
is required to be placed before the Members in a General Meeting for their ratification.
Accordingly, a Resolution seeking Member's ratification for the remuneration payable
for FY 2022-23 and 2023-24 to M/s. I C Kundu & Co, as Cost Auditor, Bhubaneswar (Firm
Registration Number 100778), is included in the Notice convening the Annual General
Meeting.
010 ARSS INFRASTRUCTURE PROJECTS LIMITED
Cost Records
Company has maintained proper cost records and books of account pursuant to the Rules
made by the Central Government for the maintenance of cost records under sub-section (1)
of Section 148 of the Act in respect of Company's products/ services.
Secretarial Auditors:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed M/s Sunita Jyotirmoy & Associates., a firm of practicing Company
Secretaries, Bhubaneswar to undertake the Secretarial Audit of the Company. The
Secretarial Audit Reports for the financial year 2022-23 of the Company and its material
subsidiary company i.e. ARSS Damoh Hirapur Tolls Private Limited are annexed herewith as
Annexure C & D'. There were no qualifications, observations,
reservation or comments or other remarks in the Secretarial Audit Reports, which have any
adverse effect on the functioning of the Company and its material subsidiary.
Annual Secretarial Compliance Report
The Company has undertaken an audit for the Financial Year 2022-2023 for all applicable
compliances as per Securities and Exchange Board of India Regulations and
Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report duly
signed by CS Jyotirmoy Mishra Partner of M/s Sunita Jyotirmoy & Associates has been
submitted to the Stock Exchanges.
Internal Auditors:
The Internal Auditors, M/s. PR & Associates, Cost Accountants, Bhubaneswar conduct
internal audits periodically and submit their reports to the Resolution Professional and
he has reviewed the report from time to time. For Financial Year 2023-24, M/s. PR &
Associates, Cost Accountants, Bhubaneswar has been appointed as Internal Auditors of the
Company by the Resolution Professional pursuant to the Section 138 of the Companies Act,
2013 read with Companies (Accounts) Rules, 2014.
Reporting of Frauds by Auditors
During the year under review, the Statutory Auditors, Cost Auditors and Secretarial
Auditor have not reported any instances of frauds committed in the Company by its Officers
or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013.
Report of Auditors:
Statutory Auditors
Our reply to the qualifications of Auditors: -
Basis for Qualified Opinion on standalone Financial Statements
a) In absence of relevant records, Contract-wise surplus/loss has neither been
ascertained nor recognized in compliance with Ind AS-115 Revenue from contract with
customers'.
Company Reply: During the work execution period there is escalation claim, revision
of contact value, extension of completion period, etc. due to which unpredictable
variation in reliable estimation of revenue and cost. Also the allocation of combine
Operating overhead, Head office overhead and Financial Cost is not possible due to combine
use or high swapping of resources, size of the Contracts. Hence financial implication of
the qualification is not quantifiable.
Basis for Qualified Opinion on Consolidated Financial Statements
In absence of relevant records, Contract-wise surplus/loss of holding company has
neither been ascertained nor recognized in compliance with Ind AS-115 Revenue from
contract with customers'.
Company Reply: During the work execution period there is escalation claim, revision
of contact value, extension of completion period, etc. due to which unpredictable
variation in reliable estimation of revenue and cost. Also the allocation of combine
Operating overhead, Head office overhead and Financial Cost is not possible due to combine
use or high swapping of resources, size of the Contracts. Hence financial implication of
the qualification is not quantifiable.
23rd Annual Report 2022-2023 011
Error! Reference source not found.
In the absence of audited books of accounts of ARSS-SIPS JV, ARSS Technocom
Priyashi Aashi JV and ARSS-BMS JV, ARSS-KKMPL JV and ARSS NTLLP JV, financial data from
these entity have not been included in consolidation of financial statement.
Company Reply: The accounts of the JVs are under the control of respective JV
Partners i.e. Shyam Indus Power Solutions Pvt. Ltd, BMS Projects, M/s. Technocom, NTLLP
and K K Minerals Private Limited. The accounts of these JVs are yet to be finalized from
their end. Hence financial implication for the JV is not quantifiable. However the
accounting effect of the discrepancies, if any after the finalization of its accounts will
be given at current date.
Directors and Key Managerial Personnel
The Hon'ble NCLT vide order dated November 30, 2021 had initiated the CIRP
Proceedings against the Company and pursuant to Section 17 of the IBC, the powers of the
Board of Directors of the Company stood suspended, and such powers are vested with the
Resolution Professional, Mr. Uday Narayan Mitra.
The outcome of the CIRP may result in change in the Board of Directors of the Company
followed by reconstitution of the statutory committees of the Board of Directors of the
Company. In accordance with the provisions of the Act and the Articles of Association of
the Company, Shri Subash Agarwal, Director (Chairman) of the Company, retire by rotation
at the ensuing Annual General Meeting and being eligible, offers himself for
re-appointment, However, his Power as director shall stand suspended during CIRP.
During the year, the non-executive directors of the Company had no pecuniary
relationship or transactions with the Company, other than sitting fees, and reimbursement
of expenses incurred by them for the purpose of attending meetings of the Board/ Committee
of the Company.
Key Managerial Personnel
Following persons are the Key Managerial Personnel of the Company pursuant to Section
2(51) and Section 203 of the Act, read with the Rules framed thereunder:
Mr. Rajesh Agarwal, Managing Director; (suspended during CIRP w.e.f. 30.11.2021)
Mr. Uday Narayan Mitra, Resolution Professional (appointed by NCLT w.e.f. 30.11.2021)
Mr. S. K. Pattanaik, Chief Financial Officer and
Mr. Prakash Chhajer, Company Secretary & Compliance officer
Declaration given by independent directors under sub-section (6) of section 149;
Since the company is under CIRP, the Board of directors is suspended w.e.f. 30.11.2021
therefore no such declaration has been received from Independent director.
In view of above the statement regarding opinion of the Board with regard to integrity,
expertise and experience (including
the proficiency) of the independent directors during the financial year is not
provided.
Secretarial Standards
Pursuant to the provisions of Section 118 of the Companies Act, 2013, the Company has
complied with the applicable provisions of the Secretarial Standards issued by the
Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs.
Director's Responsibility Statement/ Statement by the Chief Financial Officer
(CFO) and taken on record by the
Resolution Professional:
To the best of their knowledge and belief and according to the information and
explanations obtained by them/CFO of the Company, your Directors and CFO make the
following statements in terms of Section 134(3)(c) of the Companies Act, 2013 that:-
in the preparation of the annual accounts for the financial year ended March 31, 2023,
the applicable accounting standards read with requirements set out under Schedule III of
the Companies Act, 2013 have been followed and there are no material departures from the
same;
012 ARSS INFRASTRUCTURE PROJECTS LIMITED
the directors/ CFO had 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 at the end of the
financial year and of the profit and loss of the company for that period;
the directors/ CFO had 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;
the directors/ CFO had prepared the annual accounts on a going concern basis;
the directors/ CFO had laid down internal financial controls and such internal
financial controls are adequate and are
operating effectively; and
the directors/ CFO had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
Code of Conduct
The Code of Conduct (hereinafter referred to as Code') is applicable to all
its Board Members and Senior Management Personnel of the Company. A Code of Conduct for
the Directors and Senior Management Personnel has already been approved by the Resolution
professional of the Company. All Board Members and Senior Management Personnel had
affirmed compliance with the Code during the year and no violation of the same was
reported. A declaration to the effect that all Board Members and Senior Management
Personnel have complied with the Code during the financial year 2022-2023, duly signed by
Resolution professional of the Company is herein below enclosed with Corporate Governance
Report. The Code has also been posted on the Company's Web-site.
Particulars of employees (rule 5(2), and 5(3)) and managerial remuneration ( rule
5(1) ) of the companies (appointment and remuneration of managerial personnel) rules, 2014
, and under section 197(12) of the act
The total number of employees as on 31st March, 2023 stood at 573.
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Act read with Rule 5(1), 5(2) and 5 (3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, are provided as follows:
The percentage increase in remuneration of each director, Chief Financial Officer,
Company Secretary during the financial year 2022-2023 and ratio of the remuneration of
each director to the median remuneration of the employees of the company for the financial
year 2022-2023 are as under;
Sr.
No. |
Name of the Director/ KMP and designation |
Remuneration of Director/ KMP for the FY
2022-23 (INR in Lacs) |
% increase in remuneration
in the FY 2022-23 |
Ratio of remuneration of each Director/ to
median remuneration of employees |
1 |
Mr. Subash Agarwal, Chairman (suspended during
CIRP) |
Nil |
Nil |
Nil |
2 |
Mr. Rajesh Agarwal, Managing Director (suspended
during CIRP) |
Nil |
Nil |
Nil |
3 |
Mr. S. K. Pattanaik, Chief Financial officer |
30.00 |
Nil |
Not Applicable |
4 |
Mr. Prakash Chhajer, Company Secretary &
Compliance Officer |
16.50 |
Nil |
Not Applicable |
The median remuneration of employees of the company during the financial year was INR
1,68,000;
In the Financial year, there was decrease of (-) 5.72% in the median remuneration of
employees;
There were 573 permanent employees on the rolls of Company as on March 31, 2023
23rd Annual Report 2022-2023 013
During the financial year 2022-2023, the average percentage decrease in salary of
the Company's employee, excluding the key managerial Personnel (KMP') was
1.68%. and there was no change in the salary of KMPs during the year under review. and
It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for
Directors, Key Managerial
Personnel and other Employee.
THE INFORMATION REQUIRED UNDER SECTION 197 OF THE ACT READ WITH RULE 5(2) & (3)
OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 ARE
GIVEN BELOW:
Sl. No. |
Name |
Age In Years |
Qualification |
Date of Comencement of Employment |
Designation |
Remuneration (Amount in INR) |
Total Experience (No. of yrs.) |
Previous Employment (Designation) |
Percentage of equity share held by employee in
company |
1 |
Mr. S .K. Pattanaik |
51 |
M.Com, LLB, PGDM |
01.04.2015 |
CFO |
30,00,000 |
20 |
ARSS I.P.L. DF |
0.00005 |
2 |
Mr. K.P. Verma |
54 |
BE-CIVIL |
01.04.2016 |
Project Director |
21,60,000 |
24 |
Aravali Infra Power Ltd. - Project Manager |
- |
3 |
Mr. Sanjay Peshion |
54 |
B.TECH.-CIVIL |
01.05.2016 |
VP |
18,00,000 |
29 |
Harishchandra India Ltd. Additional GM |
- |
4 |
Mr. Rashmi Ranjan Singh |
49 |
CA |
01.08.2007 |
AVP-Finance & Accounts |
16,80,000 |
17 |
ARSS I.P.L. - Financial Advisor |
- |
5 |
Mr. Prakash Chhajer |
41 |
CS |
28.05.2019 |
Company Secretary |
16,50,000 |
13 |
Scan Energy & Power Limited |
- |
6 |
Mr. Ramesh Kumar Ranjan |
49 |
Bachelor of Eng. Civil |
01.04.2005 |
Project Manager- Mizoram |
16,20,000 |
17 |
Triveni Engicon, Jamshedpur, Sr Engg. |
- |
7 |
Mr. Kedar Gouri Padhy |
46 |
DCE, B Tech Civil |
08.11.2017 |
Project Manager |
15,00,000 |
17 |
Reliance Industries Ltd. Senior Manager |
- |
8 |
Mr. Surendra Kumar Khare |
57 |
B.Tech Civil |
15.03.2012 |
Vice President |
13,20,000 |
32 |
- |
- |
9 |
Mr. Amarkant Pathak |
47 |
BA |
20.10.1996 |
Site In Charge |
12,00,000 |
25 |
- |
- |
10 |
Mr Parag Purkait |
37 |
Diploma |
09.10.2021 |
Project Manager |
12,00,000 |
14 |
Lea Associates |
- |
Company's policy on directors' appointment and remuneration including
criteria for determining qualifications,
positive attributes, independence of a director and other matters provided under
sub-section (3) of section 178;
The Company has a policy for remuneration of Directors, Key Managerial Personnel and
Senior Management Personnel as well as well-defined criteria for the selection of
candidates for appointment to the said positions which has been approved by the Board. The
Policy broadly lays down the guiding principles for determining qualifications, positive
attributes, independence of a Director and other matters provided under sub-section (3) of
section 178 of Companies Act, 2013.
During the year under review, no changes were made in the above policy. Salient
features of this policy are enumerated in the Corporate Governance Report which forms part
of the Annual Report. The above policy is available at the website of the Company at http://arssgroup.in/ArssPolicies.html
Industrial Relation:
Employee relations continued to be cordial throughout the year. The whole-hearted
support of employees and a sense of belongingness with the organization and solidarity
with the management of the Company have helped to cope with the present challenges of the
Company during the year.
Adequacy of internal financial controls with reference to the Financial Statements.
Management has put in place effective Internal Control Systems to provide reasonable
assurance for:
Safeguarding Assets and their usage.
Maintenance of Proper Accounting Records and
Adequacy and Reliability of the information used for carrying on Business Operations.
Key elements of the Internal Control Systems has been provided & explained in MDA
report attached with Director's Report.
014 ARSS INFRASTRUCTURE PROJECTS LIMITED
Annual Evaluation by the Board of Its Own Performance (Including Committees and
Individual Directors)
In terms of SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment)
Regulations, 2018, a company undergoing CIR process is not required to comply with the
requirement of conducting evaluation of the independent directors. Therefore, subsequent
to commencement of the CIR process the evaluation of the independent directors of the
Company was not required to be carried out under the provisions of the Regulation 17(10)
SEBI LODR Regulations. Further, in accordance with Rule 8(4) of Companies (Accounts)
Rules, 2014, the board of directors of a company are required to evaluate its own
performance and that of its committees and individual directors. However pursuant to
commencement of the CIR process of the Company, the powers of the board of directors stand
suspended and the affairs of the Company were being conducted by RP during Financial Year
under review. Consequently, no meeting of the Directors was held during the Financial Year
2022-23 for such evaluation.
Segment wise performance:
The Company is engaged in only one segment viz. Construction Business and as such there
is no separate reportable segments as per IND AS -108 "Operating Segment."
Independent Directors Meeting
Since the CIRP has been initiated and the board has been suspended w.e.f. 30.11.2021
therefore no meeting of the Independent Directors was held during the year under review.
Familiarisation Programme of Independent Directors
In compliance with the requirements of SEBI Listing Regulations, the Company has put in
place a familiarization program for Independent Directors to familiarize them with their
role, rights and responsibility as Directors, the operations of the Company, business
overview etc. The details of the familiarization program are explained in the Corporate
Governance Report and the same is also available on the website of the Company. During the
year under, the company is under CIRP no such familiarization program was conducted for
Independent directors.
Details of significant and material orders:
During the year under review one significant and material order passed by the
regulators or courts or tribunals impacting the going concern status and company's
operations in future. However subsequently the order was stayed by Appellate Tribunal -
The Resolution plan submitted by Successful Resolution Applicant (SRA) i.e.
Ocean Capital Market Limited which was approved by the COC with 76.67% votes has been
rejected by Hon'ble NCLT, Cuttack Bench, Cuttack and liquidation has been initiated
against the Corporate Debtor vides its order dated 18.04.2023. Ms. Payal Agarwal
Insolvency Resolution Professional has been appointed as liquidator of the company.
However the Resolution Applicant has filed an appeal with Hon'ble NCLAT, New Delhi
against the order rejecting the Resolution Plan. The Hon'ble NCLAT passed an order
dated 25th April, 2023, directing for liquidation shall remain stayed and resolution
professional shall continue to manage the affairs of the company as a going concern.
The Application has been allowed by the Hon'ble NCLAT, New Delhi vide its order
dated 09-08-2023 by setting aside the order rejecting the resolution plan passed by the
Hon'ble NCLT, Cuttack bench vide its order dated 18.04.2023 and allowed the
Resolution Applicant to prepare an addendum as per the said order.
The SEBI vide its Order no WTM/AB/IVD/ID19/47675/2021-22 dated 25.11.2021 has
debarred to the Company and executive director/KMP (Mr. Subash Agarwal, Mr. Rajesh Agarwal
and Mr. S. K. Pattanaik) from accessing the securities market and further prohibited from
buying, selling or otherwise dealing in securities, directly or indirectly, or being
associated with the securities market in any manner, whatsoever, for a period of one year,
from the date of coming into force of this order i.e. 25.11.2021; and Non executive
director were restrained for six months. The SEBI also levied the penalty to the Company
INR 25 lacs, to the executive directors INR 7.50 lacs each, to S. K. Pattanaik (CFO) INR 3
lacs and to non executive directors INR 1.50 lacs each.
However the Directors and KMP has filed an appeal with Hon'ble Securities
Appellate Tribunal (SAT) by depositing the equivalent amount of fine and a stay order was
passed by Hon'ble SAT against SEBI order.
At the final hearing Hon'ble SAT has passed an order for partially allowing the
appeals by waiver of fine imposed on Independent Directors and reducing fine imposed on
Mr. Subash Agarwal and Mr. Rajesh Agarwal from INR 7.5 Lacs to INR 4 Lacs each and Mr. S.
K. Pattanaik CFO from INR 3 Lacs to INR 1 Lac.
Further the Company is under moratorium period, no adverse action taken by SEBI against
the company.
Particulars of Loans, Guarantees or Investments under Section 186
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
Particulars of Contracts or Arrangements with Related Parties Referred To In
Sub-Section (1) of Section 188 in the Prescribed Form AOC-2
All contracts / arrangements / transactions entered by the Company during the financial
year with related parties were in its
ordinary course of business and on an arm's length basis. During the year, the
Company had not entered into any contract
/ arrangement / transaction with related parties which could be considered material in
accordance with the policy of the Company on materiality of related party transactions.
The Policy on Materiality of Related Party Transactions and on dealing with Related
Party Transactions as approved by the Board is put up on the Company's website and
can be accessed at
http://arssgroup.in/PDF/ArssPolicy/Related%2 Party%20Transaction%20Policy.pdf
All related party transactions are in compliance with Ind-AS 24, Section 188 and / or
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and are placed
before the Audit Committee as also before the Board for approval. Prior omnibus approval
of the Audit Committee was also sought for transactions which are of a foreseen and
repetitive nature.
There were no materially significant related party transactions which could have
potential conflict with interest of the
Company at large.
Members may refer Note 61 to the Standalone Financial Statement which sets out related
party disclosures pursuant to Ind AS 24.
The particulars of contracts entered into with related parties during the year as per
Form AOC-2 is enclosed as Annexure-E'.
Material changes and commitments, affecting the financial position of the company
which have occurred between the end of the financial year of the company to which the
financial statements relate and the date of the report:
There have been no material changes and commitments affecting the financial position of
the company between the end of the financial year and date of this report except the
Hon'ble NCLT/NCLAT order(s) related to matters under CIRP.
Compounding status
The Company has received show cause notices by the office of Regional Director, Eastern
Region and Registrar of Companies of Odisha at Cuttack. Pursuant to the inspection held
under section 209(A) of The Companies Act, 1956 in the year 2016-17 for the non compliance
of few section of the Companies Act. The Company has already compounded 13 sections out of
total Forty Four sections for which show cause notices were issued. Rest are under the
process and will be compounded in due course.
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
During the year under review, the Company has taken adequate measures for conservation
of energy and also has not gone for any technology absorption whatsoever in accordance
with the provisions of sub - Section (3) (m) section 134 of the Companies Act, 2013 read
with the Companies (Accounts) Rules, 2014. The Company has neither earned any income nor
incurred any expenditure in foreign currency during the financial year ended 31st March,
2023.
Business risk management
Pursuant to the provisions of Regulation 21 of the Listing Regulations, the Company is
not required to constitute a Risk Management Committee. The Company has however laid down
procedures to inform Board members about the risk assessment and minimization procedures.
The Company's management systems, organizational structures, processes, standards,
code of conduct, Internal Control and Internal audit methodologies and processes that
governs as to how the Company conducts its business and manages associated risks. The
Company also has in place a Risk Management Policy to identify and assess the key risk
areas. The Members of the Audit Committee monitors and reviews the implementation of
various aspects of the Risk Management Policy. Major risks identified by the Company are
systematically addressed through mitigating actions on a continuous basis. The Company has
also adopted Risk Assessment, Minimization and Control Procedures.
Pursuant to commencement of the CIR Process, the powers of the Board of Directors stand
suspended and are exercised by the interim resolution professional or resolution
professional, as the case may be, in accordance with the provisions of the Code.
Accordingly, the Board as well as the Audit Committee has not met during the year under
review. At present the company is under CIRP therefore the related risk is associated with
the company.
Corporate Social Responsibility
Terms of reference:
The Committee formulates CSR Policy. The role of the Committee is as under:
Formulate and recommend to the Board, a Corporate Social Responsibility Policy which
shall indicate the
activities to be undertaken by the Company as specified in Schedule VII of the
Companies Act, 2013.
Recommend the amount of expenditure to be incurred on the activities referred in the
CSR policy.
Monitor the CSR Policy of the Company and its implementation from time to time.
Such other functions as the Board may deem fit from time to time.
Composition, name of Members and attendance during the year:
The CSR Committee of the Company consists of 1 Non-Executive Independent Directors and
1 Executive Director.
Name of the member |
Position |
No. Of Meetings held during the
FY 2022-23 |
No. of meetings Attended
during the FY 2022-23 |
Mr. Rajesh Agarwal |
Chairman |
Nil |
Nil |
Mr. Pareswar Panda |
Member |
Nil |
Nil |
w.e.f. from 30.11.2021 the committee was suspended due to CIRP
No. of Meetings held during the year:
Since the Board and committee thereof has been suspended during CIRP, hence no meeting
was held during the year under review.
Amount incurred on CSR activities during the year:
Section 135 of the Companies Act, 2013 & Companies (Corporate Social Responsibility
Policy) Rules, 2014, (CSR Rules) makes it mandatory for certain companies who fulfill the
criteria as mentioned under Sub Section 1 of Section 135 to comply with the provisions of
Corporate Social Responsibility and accordingly the Company had constituted a CSR
committee and has also adopted the CSR Policy for the company as approved by the
committee.
Since the average of the last three years profit was in negative figures i.e. (INR
50.81) crores loss,the Company need
not to incur any amount towards CSR in the FY 2022-23.
A responsibility statement of the CSR Committee
The CSR Committee has confirmed that the implementation and monitoring of CSR Policy,
is in compliance with CSR
objectives and Policy of the Company.
Vigil Mechanism/ Whistle Blower Policy of the Company
Sd/-
Rajesh Agarwal (Chairman CSR Committee) (Suspended During CIRP)
The Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules prescribed
thereunder and the Listing Regulations is implemented through the Company's Whistle
Blower Policy to enable the Directors, employees and all stakeholders of the Company to
report genuine concerns, to provide for adequate safeguards against victimisation of
persons who use such mechanism and make provision for direct access to the Chairman of the
Audit Committee.
Error! Reference source not found.
Whistle Blower Policy of your Company is available on the Company's website and
can be accessed in the Governance section at the Web-link http://arssgroup.in/PDF/ArssPolicy/Vigil%20Mechanism%20and%20Whistle%20
Blower%20Policy.pdf
The Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 / Internal Complaint Committee
The Company has a detailed policy in place in line with the requirements of The Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
("Act"). Internal Complaints Committees ("ICC") have been set up to
redress complaints received regarding sexual harassment and the Company has complied with
provisions relating to the constitution of ICC under the Act. The objective of the policy
is to prohibit, prevent and address issues of sexual harassment at the workplace. This
policy has striven to prescribe a code of conduct for the employees and all employees have
access to the Policy document and are required to strictly abide by it. All employees
(permanent, contractual, temporary, trainees) are covered under this Policy. During the
year 2022-2023, no case of Sexual Harassment was reported.
Share Capital
The issued, subscribed and paid-up Share Capital of the Company stood at INR 22.73
crores as at 31st March, 2023 comprising of 2,27,37,966 (Equity) Shares of INR 10 each
fully paid-up. There was no change in Share Capital during the year under review.
Compliance with the provisions of Secretarial Standard 1 and Secretarial Standard 2
The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of
the Board of Directors' and General Meetings' respectively, have been duly
complied by your Company.
Policies
The details of the Key Policies adopted by the Company can be accessed in the
Governance section at the Web-link http://arssgroup.in/ArssPolicies.html
Remuneration policy
The Board has on the recommendation of the Nomination and Remuneration Committee framed
and adopted the Policy for selection and appointment of directors, senior management and
their remuneration. The Board recognizes that the various Committees of the Board have
very important role to play to ensure highest standards of corporate governance. The
remuneration policy is stated in the Corporate Governance Report.
Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive
Information
Pursuant to the amendments in the SEBI (Prohibition of Insider Trading) Regulations,
2015 vide The SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018 the
Board of Directors of the Company has adopted new code of Practices and Procedures for
Fair Disclosure of Unpublished Price Sensitive Information ("UPSI") ("Fair
Disclosure Code") incorporating a policy for determination of "Legitimate
Purposes" as per Regulation 8 and Schedule A to the said regulations w.e.f. 1st
April, 2019.
Whistle blower policy
The Company has adopted a Whistle Blower Policy through which the Company encourages
its employees to bring to the attention of Senior Management, including Audit Committee,
any unethical behavior and improper practices and wrongful conduct taking place in the
Company. The details of the same is explained in the Corporate Governance Report and also
posted on the website of the Company at the link http://arssgroup.in/PDF/ArssPolicy/Vigil%20
Mechanism%20and%20Whistle%20Blower%20Policy.pdf
Code of Conduct to Regulate, Monitor and Report Trading by Insiders
Pursuant to amendments in the Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015 vide the Securities and Exchange Board of India
(Prohibition of Insider Trading) (Amendment) Regulations, 2018, the Company adopted the
revised "Code of Conduct to Regulate, Monitor and Report Trading by Designated
Persons" as per Regulation 9 and Schedule B to the said regulations w.e.f. 1st April,
2019.
Policy for Determining Material Subsidiaries
Pursuant to amendments in the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, amended from time to time, the
Company has adopted the revised "Policy for Determining Material Subsidiaries"
for laying down a criterion for determining Material Subsidiaries and their governance as
per Regulation 16(1)(c) to the said regulations w.e.f. 1st April, 2019.
Insurance
The Company's plant, property, equipments, vehicles and stocks are adequately
insured against major risks. The Company has also taken Directors' and Officers'
Liability insurance Policy to provide coverage against the probable liabilities arising on
them. However due to CIRP the same has not been renewed.
Disclosure under Insolvency and Bankruptcy Code (Corporate Insolvency Resolution
Process (CIRP)
A petition for initiation of Corporate Insolvency Resolution Process under Section 7 of
the Insolvency and Bankruptcy Code, 2016 filed by State Bank of India (Financial Creditor)
has been admitted against the Company vide Honorable National Company Law Tribunal,
Cuttack bench order dated 30.11.2021 and Mr. Uday Narayan Mitra (Reg. No. IBBI/IPA001/
IP-P00793/2017-18/11360) having address at 72/1, Dawnagazi Road, bally, Kolkata West
Bengal -711201 (Email- udaynarayanmitra@yahoo.co.uk) has been appointed as Interim
Resolution Professional/ Resolution Professional by NCLT, Cuttack Bench under Section
13(1)(c) of the Insolvency and Bankruptcy Code, 2016. As a part of CIRP, financial and
operational creditors were called upon to submit their claims to the IRP on or before 16th
December, 2021, being the last date of submission.
Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (LODR), and in accordance with the requirements of sub-clause 16(h) of
Para A of Part A of Schedule III of LODR read with Section 25(2)(h) of Insolvency &
Bankruptcy Code, 2016 and Regulation 36A of IBBI (Insolvency Resolution Process for
Corporate Persons) Regulations, 2016, the Invitation for Expression of Interest in Form -
G was published on 13th April, 2022 for its submission to the RP on or before 28th April,
2022 pursuant to which the Resolution Professional has received one (1) resolution plan.
The matter is under active deliberation.
During the year under review, the power of the board was vested with Mr. Uday Narayan
Mitra (Reg. No. IBBI/IPA001/ IP-P00793/2017-18/11360) having address at 72/1, Dawnagazi
Road, bally, Kolkata West Bengal -711201 (Email- udaynarayanmitra@yahoo.co.uk) as
appointed as Resolution Professional by NCLT, Cuttack Bench under Section 13(1)(c) of the
Insolvency and Bankruptcy Code, 2016.
Total 17th COC meeting (Committee of Creditors Meeting) was conducted by the RP during
the year to take various decision to run the company as going concern and to approve the
resolution plan. The resolution plan submitted by RA has been approved by 76.67% votes in
favour. And the approved plan was submitted by RP with Adjudicating Authority (A/A) on
06.01.2023 which was rejected by Honb'le NCLT, Cuttack Bench, Cuttak vide its order
dated 18.04.2023.
The Resolution Applicant moved to Hon'ble National Company Law Appellate Tribunal,
New Delhi against the order rejecting the resolution plan passed by NCLT dated 18.04.2023.
The Hon'ble NCLAT passed an order dated 25th April, 2023, directing for liquidation
shall remain stayed and resolution professional shall continue to manage the affairs of
the company as a going concern.
The Application has been allowed by the Hon'ble NCLAT, New Delhi vide its order
dated 09-08-2023 by setting aside the order rejecting the resolution plan passed by the
Hon'ble NCLT, Cuttack bench vide its order dated 18.04.2023 and allowed the
Resolution Applicant to prepare an addendum as per the said order.
Disclosure requirements:
As per SEBI Listing Regulations, the Corporate Governance Report with the
Auditors' Certificate thereon, and the Management Discussion and Analysis Report are
attached, which forms part of this report. The Company has devised proper systems to
ensure compliance with the provisions of all applicable Secretarial Standards issued by
the Institute of Company Secretaries of India and that such systems are adequate and
operating effectively.
Green Initiatives & Acknowledgement :
As a responsible corporate citizen, the Company supports the Green
Initiative' undertaken by the Ministry of Corporate Affairs, Government of India,
enabling electronic delivery of documents including the Annual Report etc. to Members at
their
e-mail address registered with the Depository Participants ("DPs") and RTAs.
To support the Green Initiative', Members who have not registered their email
addresses are requested to register the same with the Company's Registrar and Share
Transfer Agent ("RTAs")/Depositories for receiving all communications, including
Annual Report, Notices, Circulars, etc., from the Company electronically.
Pursuant to the MCA Circular No. 10/2022 dated 28 December 2022 and SEBI Circular dated
05 January 2023, the Annual Report of the Company for the financial year ended 31 March
2023 including therein the Audited Financial Statements for the financial year 2022-23,
are being sent only by email to the Members.
The Board / Resolution Professional together with Key Managerial Personnel would like
to acknowledge and place on record their sincere appreciation for assistance and
co-operation received from the financial institutions, banks, Government authorities,
customers and members during the year under review. Your Directors also place on record
their deep sense of appreciation for the committed services by the executives, employees
at all levels.
Your Resolution Professional appreciate and value the contribution made by every member
of the ARSS family.
For and on behalf of the Board of Directors (suspended during CIRP)
|
Sd/- |
Sd/- |
Sd/- |
Place: Bhubaneswar |
Subash Agarwal Chairman (DIN:00218066) |
Rajesh Agarwal Managing Director (DIN:
00217823) |
(Uday Narayan Mitra) Resolution
Professional (IP Reg.No.IBBI/IPA001/ |
Dated: August 11, 2023 |
(Suspended during CIRP) |
(Suspended during CIRP) |
IP-P00793/2017-18/11360) |
|