Hindusthan National Glass & Industries Ltd

Dear Members,

We hereby present the Annual Report together with the Audited Accounts of our business and operations for the financial year ended 31st March, 2024.

The Hon'ble National Company Law Tribunal (NCLT), Kolkata Bench, vide its order dated October 21, 2021 had admitted the Company for initiation of Corporate Insolvency Resolution Process (CIRP) under the Insolvency and Bankruptcy Code, 2016 (IBC) ("the Code") and had appointed Mr. Girish Siriram Juneja having Registration no IBBI/IPA-001/IP-P00999/2017-18/11646 as the Interim Resolution Professional. In an appeal filed by the promoters with NCLAT opposing the admission of the Company to Insolvency the Hon'ble NCLAT New Delhi stayed the Constitution of the CoC (Committee of Creditors) by its order dated October 28, 2021. Further NCLAT vide its order dated January 18, 2022 vacated the stay on the formation of COC. Thereafter at the 1st Meeting of the Committee of Creditors of the Company held on January 28, 2022 the e-voting results of which concluded on February 9, 2022, the appointment of the Interim Resolution Professional Mr. Girish Siriram Juneja was confirmed as the Resolution Professional (RP) and he is being supported in the CIRP process by EY Restructuring LLP as the Insolvency Professional Entity.

As per the provision of the Code, the RP had initiated the resolution process of the Company and had invited expression of interest through publication of Form G on March 25, 2022. The RP received various Expression of Interests from different applicants and he had received resolution plans on July 25,2022. On October 28, 2022, the resolution plan submitted by AGI Greenpac Limited (AGI) has been approved by the CoC and accordingly, the RP had filed the plan for approval with the Hon'ble NCLT, the outcome of which is pending as on the date of finalization of this report.

FINANCIAL HIGHLIGHTS* (INR in Lakhs)

*figures have been regrouped and rounded off.

RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS

During the financial year under review, your Company reported gross sales of Rs. 2,55,235 Lakhs in F.Y. 2023-24 compared to Rs. 2,45,735 Lakhs in F.Y. 2022-23. Your Company recorded a positive EBITDA of Rs. 35,650 Lakhs in comparison to loss of Rs. 9,926 Lakhs in the last financial year 2022-23, thereby improving its performance to a great extent. Further, your Company has strengthen its financial position and reported a net profit of Rs. 16,337 Lakhs in the financial year under review in comparison to a net loss of Rs. 23,332 Lakhs during the last financial year 2022-23.

The financial position of the Company has improved significantly in the current financial year. The Company has generated sufficient funds and is in discussion with the Committee of Creditors ("CoC") to undertake capex on select furnaces in a phased manner.

DIVIDEND & RESERVE

Your Directors do not recommend any dividend for the financial year ended 31st March, 2024. Further, during the financial year under review, no amount was transferred to General Reserve.

ISSUE OF SHARES

The paid up Equity Share Capital as at 31st March, 2024 stood at 17,91,07,130 i.e. 8,95,53,565 equity shares of Rs. 2/- each. The Company has not issued shares with differential voting rights, nor has granted any stock options or sweat equity. As on 31st March, 2024, none of the Directors of the Company, hold instruments convertible into equity shares of the Company.

SUBSIDIARY COMPANY

As on 31st March, 2024, your Company does not have any Subsidiary Company.

DIRECTORS & KEY MANAGERIAL PERSONNEL

Since the Company is undergoing Corporate Insolvency Resolution Process (CIRP) w.e.f 21st October 2021, the powers of the Board of Directors have been suspended and such powers are vested with Mr. Girish Siriram Juneja, in the capacity of Resolution Professional.

Shri Sanjay Somany (DIN:- 00124538) was the Chairman & Managing Director of the Company. At present his powers to act for the company as a Director is suspended.

Shri Mukul Somany (DIN:- 00124625) was Vice - Chairman & Managing Director of the Company. At present his powers to act for the company as a Director is suspended. Shri Ratna Kumar Daga (DIN: 00227746), Smt. Rita Bhimani (DIN: 07106069) & Shri Amal Chandra Saha (DIN: 00443348) are the Independent Directors of the Company as on 31st March, 2024.

Shri Ratna Kumar Daga ceased to be Independent Director w.e.f. the close of business hours on 31st March, 2024, upon completion of two consecutive terms as Independent Director of the Company. Further, pursuant to the approval of the Committee of Creditors (CoC) and upon the recommendation of the Nomination and Remuneration Committee of the Company, the RP and Directors at their meeting held on 20th June, 2024, approved the appointment of Mr. Neeraj Kumar Sureka (DIN: 02231914) as the Additional Non Executive Independent Director of the Company, subject to the approval of shareholders at the ensuing AGM of the Company.

The Company has received declarations from all the Independent Directors of the Company, confirming that they meet the criteria of Independence, as prescribed under Section 149(6) of the Companies Act, 2013. Roles, responsibilities and duties of Independent Directors are uploaded on the Company's website at the link https://www.hngil.com/ uploads/0c768d3f360c86deb947e544428b07dc.pdf Pursuant to the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a structured questionnaire was prepared, after taking into consideration the various aspects of the Board's functioning, composition of the Board, its Committees, culture, execution and performance of specific duties, obligations and governance. The Company has devised a Policy for performance evaluation of Independent Directors and Board, which include criteria for performance evaluation of the non-executive directors and executive directors.

The performance evaluation of the Independent Directors, Chairman and the Non Independent Directors were carried out. The RP and Directors expressed their satisfaction with the evaluation process, on the basis of recommendations from Nomination and Remuneration Committee.

The following policies of the Company are attached herewith and marked as "Annexure I": A. Nomination & Remuneration Policy.

B. Board Evaluation Policy.

KEY MANAGERIAL PERSONNEL

Shri Jit Roy Choudhury has been appointed as the Company Secretary & Compliance Officer of the Company with effect from 16th April, 2024 and Smt. Pritha Bose had resigned with effect from 30th January, 2024.Shri Bimal Kumar Garodia is acting as the Chief Financial Officer of the Company since 26th April, 2008 and continues to act so.

The details of Key Managerial Personnel of the Company are as follows:-

DIRECTORS' RESPONSIBILITY STATEMENT

The financial statements of your Company for the financial year ended March 31, 2024 have been taken on record by the Resolution Professional while discharging the powers of the erstwhile Board of Directors of your Company which were conferred upon him in accordance with the Hon'ble NCLT Order dated October 21, 2021 to run your Company as a going concern during CIRP. Hence the financial statements for the financial year ended March 31, 2024, have been prepared on "going concern" assumptions.

Further, pursuant to Section 134(5) of the Act, the Directors and the RP hereby confirm that –a) In the preparation of the annual accounts for the financial year ended 31st March, 2024, the applicable Accounting Standards had been followed along with proper explanation relating to material departures. b) They have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2024 and of the profit of the Company for the financial year ended on that date. c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. d) As stated above, the annual accounts have been prepared on a ‘going concern basis'. e) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and f ) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to Rule 3 of the Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with Companies) Rules, 2012, including any till date amendments, the Company has uploaded the details of unpaid and unclaimed amounts lying with it on the Ministry of Corporate Affairs website.

The Company has transferred the unpaid dividend amount for FY 2012-13 amounting to INR 12,792/- to the IEPF account. However, the linking of the amount transferred by the Bank to the MCA/IEPF account is pending due to some technical glitch. The Company is continuously communicating with the Bank/ MCA and taking steps to resolve the issue. Equity shares in respect of which, the dividend for the year 2012-13 remained unclaimed for seven consecutive years has been transferred to the IEPF Authority, in compliance with Section 124 of the Companies Act, 2013, read with rule 6 of the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2017, after giving individual notices to concerned Shareholders and advertisements in newspapers.

CORPORATE GOVERNANCE

The Company has been practicing the principles of good corporate governance with a view to achieve transparent, accountable and fair management. The Report on Corporate Governance, along with the Certificate from a firm of Practicing Company Secretaries M/s. M. Rathi & Co., confirming the compliance of Corporate Governance, as stipulated in Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations & Disclosures Requirement) Regulations, 2015, forms an integral part of the Annual Report.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

The contracts/arrangements/transactions entered by the Company during the financial year 2023-24 with the related parties were in the ordinary course of business and on an arm's length basis. All the related party transactions are undertaken with the approval of the Audit Committee and are periodically placed before the RP and Directors for their review. During the financial year 2023-24, the Company has not entered into any contracts/arrangements/transactions with related parties, which could be considered material in accordance with the policy on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions, as approved by the Board may be accessed on the Company's website at the link: https://www.hngil.com/uploads/c90668a5f25a922faa07d164c0a9568c. pdf

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility Committee has been formulated and comprises of Shri Mukul Somany (Chairman), Shri Sanjay Somany and Smt. Rita Bhimani as members. Since, the average net profits of the Company made during the three immediately preceding financial years is negative, the Company, was not required to incur any expenditure on CSR activities. The CSR Policy may be accessed on the Company's website at the link: https://www.hngil.com/ uploads/93ba57f26619b9fa9dae1ca3538f3446.pdf

DEBT MANAGEMENT

The Hon'ble National Company Law Tribunal (NCLT), Kolkata Bench, vide its order dated October 21, 2021 had admitted the Company for initiation of Corporate Insolvency Resolution Process (CIRP) under the Insolvency and Bankruptcy Code, 2016 (IBC) ("the Code") and appointed Mr. Girish Siriram Juneja having Registration no IBBI/IPA-001/IP-P00999/2017-18/11646 as the Interim Resolution Professional. In an appeal filed by the promoters with NCLAT opposing the admission of the Company to Insolvency the Hon'ble NCLAT New Delhi stayed the Constitution of the CoC (Committee of Creditors) by its order dated October 28, 2021. Subsequently NCLAT vide its order dated January 18, 2022 vacated the stay on the formation of COC. Thereafter at the 1st Meeting of the COC of the Company held on January 28, 2022 the e-voting results of which concluded on February 9, 2022, the appointment of the Interim Resolution Professional Mr. Girish Siriram Juneja was confirmed as the Resolution Professional (RP) and he is being supported in the CIRP process by EY Restructuring LLP as the Insolvency Professional Entity.

As per the CIRP timelines, the 180 days of the CIRP period (excluding 82 days of stay period) expired on July 10, 2022. The RP had filed an application for an extension with the Hon'ble National Company Law Tribunal, Kolkata Bench seeking an extension of 90 days i.e. till October 08, 2022 under Section 12(2) of the Code and the same was approved. The RP had filed for further extension of another 30 days and the same was also approved extending the last date of CIRP to November 06, 2022. As per the provision of IBC 2016, the RP had initiated the resolution process for the Company by inviting expression of interest through publication of Form G on March 25, 2022. RP received various Expression of Interests from different applicants and he received the resolution plans on July 25,2022. On October 28, 2022, the resolution plan submitted by AGI Greenpac Limited (AGI) has been approved by the CoC and accordingly, the RP has filed the plan for approval with the Hon'ble NCLT, Kolkata bench on November 05, 2022 which is pending as on the date of finalization of this report. Further some related applications have been filed with Hon'ble Supreme Court, the outcome of which is pending as on date.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis under Schedule V read with Regulation 34(3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 has been presented in a separate section and forms part of this Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

During the financial year under review, the Company has no subsidiary and/or joint venture and/or associate Company and accordingly, your Company is not required to prepare consolidated financial statements, including Form AOC-1 for the F.Y.2023-24.

RISK MANAGEMENT

Risk management is embedded in your Company's operating framework. The Company manages and monitors various risks and uncertainties that can have some adverse impact on the Company's business. Your Company believes that managing risks helps in maximising returns. Your Company is giving major thrust in developing and strengthening its internal audit, so that risk threat can be mitigated. The Company's approach to address business risks is comprehensive and includes periodic review, mitigating controls and reporting mechanism.

Since, your Company is not among top 1000 listed companies based on market capitalization as on 31st March, 2024, constitution of Risk Management Committee is not required, in accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, However the provisions of Section 177(4) (vii) of the Companies Act, 2013 requires that every Audit Committee shall act in accordance with the terms of reference specified in writing by the Board, which shall inter alia include evaluation of risk management systems. In line with above, it is therefore, required for the Company to frame and adopt a "Risk Management Policy"(this Policy) in accordance with Section 134(3)(n), 177 (4)(vii) and other applicable provisions of the Companies Act,2013, read with regulation 17(9), 21 and other applicable regulations of the SEBI (Listing Obligations Disclosure Requirements) Regulations, 2015.

The Company has a formal Risk Management Policy and the same may be accessed on the Company's website at the link https://www.hngil.com/uploads/10250602fdfe89b1148677226c6055fd.pdf

INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

Your Company has a comprehensive and effective internal control and risk mitigation system, including internal financial control, for all the major processes, to ensure reliability of financial reporting, timely feedback on operational and strategic goals, compliance with policies, procedures, law and regulations, safeguarding of assets and economical and efficient use of resources. The Company's internal control system is commensurate with its size, scale and complexities of its operations. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

The Audit Committee of the Company actively reviews the adequacy and effectiveness of the Internal Control Systems and suggests improvements. The Company has a robust Management Information System (MIS), which is an integral part of the control mechanism.

AUDITORS AND AUDITORS' REPORT Statutory Auditors

The Company has the following joint Statutory Auditors namely: -

M/s Lodha & Co LLP, Chartered Accounts (ICAI Registration Number 301051E/E300284), who were appointed as the Joint Statutory Auditors of the Company, to hold office for a term of 5 (five) consecutive years from the conclusion of the 76th Annual General Meeting (AGM) till the conclusion of the 81st AGM of the Company to be held in the year 2027.

M/s JKVS & Co, (Formerly M/s Jitendra K Agarwal & Associates) Chartered Accountants (Firm Registration No. 318086E). who were appointed as the Joint Statutory Auditors of the Company at the AGM held on 12th September, 2023 to hold office for a term of 5 (five) consecutive years from the conclusion of the 77th AGM until the conclusion of the 82nd AGM of the Company to be held in the year 2028.

Statutory Auditors' Report

The following audit qualification were given by the Auditors in their Audit Report dated 28th May, 2024: Details of Audit Qualification: (i) Qualification regarding Going Concern. (ii) Qualification regarding adjustment against outstanding loan balances. (iii) Qualification regarding non accounting of interest post initiation of CIRP. (iv) Qualification regarding reinstatement of ECB Borrowing and related interest. (v) Qualification regarding set aside corpus fund by consortium lenders for meeting legal expenses. (vi) Qualification regarding non-reconciliation of certain debit and credit balances. (vii) Qualification regarding final decision and outcome of Corporate Insolvency Resolution Process (CIRP). (viii) Qualification regarding written back interest on MSME Vendors on PRE ICD Balance.

Further, the Statutory Auditor of the Company have not reported any fraud to the Audit Committee of the Company as specified Section 143(12) of the Companies Act, 2013, during the financial year under review. The management response to the following qualifications / observations made in the Independent Auditors Report is stated as under:

Management Response

The Management/RP is of the view that they are making best efforts to achieve favorable order in ongoing litigations in order to protect the value of the assets and is continuously working on making efforts to improve operations. As per rules and regulations of the Corporate Insolvency Resolution Process (CIRP) stipulated under the Insolvency and Bankruptcy Code 2016 (‘the code'), RP had invited resolution plans from the eligible prospective resolution applicants and he received resolution plan on July 25, 2022, On October 28, 2022 the Resolution plan submitted by AGI Greenpac Limited (AGI) had been approved by the CoC and accordingly, the RP filed the plan for approval with the Hon'ble NCLT, Kolkata Bench on November 05, 2022, which is pending as on date. In line with the objective of the code to run the Company as Going Concern, the financial results for the financial year ended 31st March, 2024 have been prepared on Going Concern basis. In view of the Management and RP, the Going Concern assumption considered for the preparation of financial results has not been vitiated. The ultimate outcome can only be ascertained after initiation of Resolution Plan.

Further, the management is of the view that based on the written representations received from the Directors as on March 31, 2024, taken on record by the RP & the directors and the legal opinion obtained by the Company from a Senior Advocate who is a Government Pleader – High Court for the State of West Bengal, none of the Directors are disqualified from being appointed as a Director in terms of Section 164 (2) of the Act as on March 31, 2024.

INTERNAL AUDITORS

The Company previously had an In-house management team to review and report on Internal Control Systems until July 2023. Subsequently, upon recommendation of the Audit Committee in August 2023, M/s Grant Thornton Bharat LLP (‘GT') was appointed as the Internal Auditors of the Company to review and report on efficacy of the Internal Control System. GT team presents its Internal Audit Reports to the Audit Committee of the Company and the Committee reviews and recommends actions to be taken pursuant to the observations and findings of the auditors.

The Committee mandatorily reviews information such as Internal Audit Reports related to internal control weakness, management discussion & analysis of financial condition and result of operations, statement of significant related party transactions and such other matters as prescribed.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder, the Company has appointed Shri Babu Lal Patni (F.C.S. No. 2304, C.P. No. 1321), Practicing Company Secretary, to conduct the Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report for the financial year ended 31st March, 2024, is annexed herewith and marked as "Annexure II" to this report.

ANNUAL SECRETARIAL COMPLIANCE REPORT

Pursuant to Circular CIR/CFD/CMD1/27/2019 dated February 8, 2019 issued by the SEBI, the Company has received Annual Secretarial Compliance Report from Shri Babul Lal Patni, Practicing Company Secretary on compliance of all applicable SEBI Regulations and Circulars/Guidelines issued thereunder and the same has been submitted to the Stock Exchanges within the timelines specified in Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DISCLOSURES Audit Committee

As on 31.03.2024, the Audit Committee comprises of 2(Two) Independent Directors namely Shri Ratna Kumar Daga (Chairman and Independent Director) & Shri Amal Chandra Saha (Member and Independent Director) and 1 (One) Executive Director, namely Shri Mukul Somany as member. All the recommendations made by the Audit Committee were accepted by the RP and Directors, during the financial year 2023-24.

The composition of the Audit Committee as on 31st March, 2024 is as follows:

Further, Shri Ratna Kumar Daga ceased to be Independent Director w.e.f close of business hours on 31st March, 2024 upon completion of two consecutive terms as Independent Director of the Company and accordingly his position as a Chairman of the Audit Committee got relinquished and subsequently the Company at the meeting of the RP and Directors held on 16th April, 2024 appointed Smt. Rita Bhimani as a member of the Audit Committee and redesignated Shri Amal Chandra Saha as the Chairman of the Audit Committee. Moreover, the Company at the meeting of the RP and Directors held on 20th June, 2024 appointed Mr. Neerj Kumar Sureka as a member in place of Smt. Rita Bhimani.

It is also to be noted that after the initiation of CIRP, all meetings of the Committee are chaired by the RP.

Vigil Mechanism/Whistle Blower Policy

The Company has a Vigil Mechanism, which also incorporates a Whistle Blower Policy for Directors and Employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of conduct. Disclosures can be made by a Whistle Blower, through an email to the Chairman of the Audit Committee.

The Policy may be accessed on the Company's website at the link: https://www.hngil.com/ uploads/6d68cf57fb915efa23aa97c7b76c0301.pdf

Secretarial Standards

During the financial year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Meetings of the RP & Directors

During the financial year under review 5 (five) meetings of the RP and the Directors (Suspended) have been held Physically and through Video Conferencing (VC) or Other Audio Visuals Means (OAVM) in accordance with various Circulars issued by Securities Exchange Board of India and Ministry of Corporate Affairs in view of COVID-19 pandemic situation. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013. Details of compositions of the Board and other Board Committees and other information are provided in the Corporate Governance Report.

Annual Return

The Annual Return as required under Section 92 and Section 134 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is posted on Company's website at www.hngil.com.

Particulars of Loans, Guarantees or Investment made, guarantee given and securities provided.

Particulars of Loans given, Investments made, Guarantees given and securities provided along with the purpose for which, the Loan or Guarantee or Security is proposed to be utilized by the recipient are provided in the Financial Statements.

Change in nature of Business

During the financial year under review, there has been no change in the nature of business of the Company.

Remuneration from Subsidiary

Since the Company has no Subsidiary, this is not applicable.

Significant or Material Order

Except as disclosed in this Report, no significant and material order was passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have any bearing on Company's operations in future.

Material Event

A severe accidental fire incident occurred at the manufacturing facility of the Company situated at Sinnar, Malegaon, Maharashtra on December 29, 2023. The fire caused severe damages to various property, plant and equipment and work in progress, resulting in disruptions in the day-to-day operations and suspension of the manufacturing process. Although the fire caused damages to property and plant and machinery, it did not lead to any injury or loss of human lives. Further, the Company was adequately covered with an Industrial All Risk Insurance Policy, which included coverage on reinstatement value of the damage and Business Interruption Loss. The Company had timely initiated the process of intimating the insurance company which appointed a surveyor to assess the extent of loss incurred. Pending final estimate of the loss, the Company has made provisions on account of property, plant and equipment, molten glass as work in progress and some spares.

Material Changes and Commitments

The Hon'ble National Company Law Tribunal (NCLT), Kolkata Bench, vide its order dated October 21, 2021 had admitted the Company for initiation of Corporate Insolvency Resolution Process (CIRP) under the Insolvency and Bankruptcy Code, 2016 (IBC) ("the Code") and the management of the affairs of the Company is vested with the RP.

Sexual Harassment

The company has in place a Policy for Prevention of Sexual Harassment at the Workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaint was pending at the beginning of the year, no complaint was received during the year, and hence, no complaint was pending at the end of the year.

Annual Listing Fees

The Company's shares continue to be listed at the National Stock Exchange of India Limited, BSE Limited and The Calcutta Stock Exchange Limited.

The Annual Listing fee for the F.Y. 2024-25 has been paid to all these Exchanges.

Particulars of Employees and Related Disclosures

In terms of Section 197(12) of the Act, read with Rule 5(1) (2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rule 2014, a Statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set-out and other details as required in the said rule are provided as "Annexure III".

Conservation of Energy, Technology Absorption And Foreign Exchange Earnings And Outgo

The statements containing the required particulars under the Act are provided as "Annexure IV" and forms a part of this report.

DISCLOSURE IN RESPECT OF STATUS OF APPLICATION OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE

The Hon'ble National Company Law Tribunal (NCLT), Kolkata Bench, vide its order dated October 21, 2021 had admitted the Company for initiation of Corporate Insolvency Resolution Process (CIRP) under the Insolvency and Bankruptcy Code, 2016 (IBC) ("the Code") and had appointed Mr. Girish Siriram Juneja having Registration no IBBI/IPA-001/IP-P00999/2017-18/11646 as the Interim Resolution Professional. In a appeal filed by the promoters with the NCLAT opposing the admission of the Company to Insolvency the Hon'ble NCLAT New Delhi stayed the Constitution of the CoC (Committee of Creditors) by its order dated October 28, 2021. Subsequently NCLAT vide its order dated January 18, 2022 vacated the stay on the formation of COC. Thereafter at the 1st Meeting of the Committee of Creditors of the Company held on January 28, 2022 the e-voting results of which concluded on February 9, 2022, the appointment of the Interim Resolution Professional Mr. Girish Siriram Juneja was confirmed as the Resolution Professional (RP) and he is being supported in the CIRP process by EY Restructuring LLP as the Insolvency Professional Entity. As per the CIRP timelines, the 180 days of the CIRP period (excluding 82 days of stay period) had expired on July 10, 2022. The RP had filed an application for extension with the Hon'ble National Company Law Tribunal, Kolkata Bench seeking an extension for a period of 90 days i.e. till October 08, 2022 under Section 12(2) of the Code and the same was approved. The RP had filed for obtaining further extension of 30 days and the same was also approved extending the last date of CIRP as

November 06, 2022. As per the provision of IBC 2016, the RP had initiated the resolution process for the Company by inviting expression of interest through publication of Form G on March 25, 2022. The RP received various Expression of Interests from the different applicants and finally he had received resolution plans on July 25, 2022. On October 28, 2022, the resolution plan submitted by AGI Greenpac Limited (AGI) had been approved by the CoC and accordingly, the RP had filed the plan for approval with the Hon'ble NCLT, Kolkata bench on November 05, 2022 which is pending as on the date of finalization of this report. Pending this, related applications were filed before Hon'ble NCLAT, New Delhi, which have been dismissed. Consequent to this, applications were filed before the Hon'ble Supreme Court of India and the matter is still pending before the apex court.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the financial year under review, no such instances took place.

Personnel and Industrial Relations

Your Company takes pride in the commitment, competence and dedication shown by its employees in all the areas of business. People are the Company's key assets. The focus in F.Y. 2023-24, was on enhancing employee engagement and driving performance excellence, to achieve the Company's long term vision. Your Company is consolidating the human resource operations and the internal systems, to enhance the operations of the Company. The Company continued to actively drive the Ethics and Compliance agenda via trainings, programs and employee engagements, focusing on non-retaliation and zero tolerance to non-compliance. HR function is a critical pillar to support the organization's growth and its sustainability in the long run.

Acknowledgements

Your Directors & RP would like to place on record, their appreciation to the employees, at all levels, for their contribution to the Company's performance, but for whose hard work and support, your Company's achievements would not have been possible. Your Directors & RP also wish to thank its customers, dealers, agents, suppliers, investors and bankers, for their continued support and faith reposed in the Company.