Note 9.1: In terms of resolution passed by the Board of Directors of the company in its meeting dated 18th November 2024, the company on Dt. 28.11.2024 catagorised itsProperty plant and Equipments and Intangible assetsas detailed above.
The company has shifted its corporate office to New Delhi on and with effect from Dt: 18.11.2024.
Based on the current market expectation, the anticipated sales value of the assets exceeds its written down value. Consequently, no impairment has been recognised or recorded in relation to the assets. This assessment aligns with applicable accounting principles, and as the assets's recoverable amount surpasses its carrying value, no adjustment for impairment is deemed necessary at this time.
*The company was acquired by the SRA consequent to NCLT order dt: 5th June 2024. The entire existing Shares of the Company was cancelled and new shares were issued as per the approved resolution plan as per the order of the Kolkata Bench of the Hon'able of NCLT . Total Number of existing shares cancelled 3457160 of Rs 10 each. The Company issued fresh shares in place of the existing shares. Total no of fresh share issued by the Company are 3457160 of Rs. 10 each. Out of the total numbers of fresh shares issued (3457160) 3110864 number of shares of Rs 10 each were issued to Shri Vikas Garg, and 346296 number of shares of Rs. 10/- each were issued to existing shareholders on pro rata basis in place of cancelled shares.
Note: 10.2: Terms/ rights attached to equity shares
The company has only one class of equity shares having face value of Rs. 10 per share. Each holder of equity shares is entitled to one vote per share. The company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.
In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
Note: 10.3: Details of shareholders holding more than 5% shares in the company
The Company has received Listing Approval on March 26, 2025 from Bombay Stock Exchange (BSE). The corporate action for credit of shares in the respective accounts of the shareholders is in process accordingly list of shareholders as on 31-03-2025 is not yet updated.
Note:10.4: Details of shareholding of Promotors
The Company has received Listing Approval on March 26, 2025 from Bombay Stock Exchange (BSE). The corporate action for credit of shares in the respective accounts of the shareholders is in process accordingly list of shareholders as on 31-03-2025 is not yet updated.
Note 14.1: In terms of the Hon'ble National Company Law tribunal NCLT, Kolkata Bench (NCLT) Dt: 5th June 2024, the financial creditor i.e., ICICI Bank Limited (the lender) outstanding were settled. Satisfaction of charge at the Ministry of Corporate Affairs, Registrar of Companies, West Bengal is yet to be complied with.
Note 14.2: Unsecured Loans from Directors Outsatanding as on 31.3.2024 amounting Rs. 21.86 lacs has been written back.
Note 15.1: Identification of micro and small enterprises creditors are as per information received by the company from the sundry creditors and have been relied thereon by the auditor.
Note 15.2: Interest paid in terms of section 16 of Micro, Small and Medium Enterprises Development Act, 2006 (MSME Act, 2006) during the year is NIL (P.Y. NIL).
Note 15.3: Amount paid to the supplier beyond the appointed day during the year is Rs. NIL (P.Y. Rs.NIL).
Note 15.4: Amount of interest due and payable for the period of delay in making payment (which has been paid but beyond the appointed day during the year) but without adding the interest specified under the MSME Act, 2006 is NIL (P.Y. NIL).
Note 15.5 Amount of Interest accrued and remaining unpaid at the end of the year is Nil (P.Y. Rs. 17.56 Lacs).
Note 24 OTHER NOTES
i) The Hon'ble National Company Law Tribunal NCLT, Kolkata Bench (NCLT) admitted the Corporate Insolvency Resolution Process (CIRP) application filed by a financial creditor of Carnation Industries Limited (the Company) and appointed an interim resolution professional (IRP) in terms of the Insolvency and Bankruptcy Code, 2016 (the Code) to manage the affairs of the Company. Pursuant to this, based on the application made by the Committee of Creditors of the Company (COC), the Hon'ble NCLT appointed Anubrata Gangoly (RP) as the Resolution Professional for conducting Corporate Insolvency Resolution Process. Pursuant to COC's approval of resolution plan dated April 13, 2024 as submitted by the Resolution Applicant, Mr. Vikas Garg , RP has filed an application for the approval of the resolution plan as submitted by SRA before Hon'ble NCLT. The company has recived the order on 5th day of June 2024 from the Honerable NCLT, Kolkata ,Wherein the successful resolution applicant will get the shares in the manner prescribed in the resolution plan. Accordingly the company has write back all ther liabilities appearing in the books of accounts which was not admitted and considered by the honorable NCLT while passing order under section-9 of the Insolvency and Bankrupcy Code 2016.
The entire existing Shares of the Company was cancelled and new shares were issued as per the approved resolution plan as per the order of the Kolkata Bench of the Hon'able of NCLT . Total Number of existing shares cancelled 3457160 of Rs 10 each. The Company issued fresh shares in place of the existing shares. Total no of fresh share issued by the Company are 3457160 of Rs. 10 each. Out of the total numbers of fresh shares issued (3457160) 3110864 number of shares of Rs 10 each were issued to Shri Vikas Garg, and 346296 number of shares of Rs. 10/- each were issued to existing shareholders on pro rata basis in place of cancelled shares.
ii) Estimated amount of contracts remaining to be executed on Capital Account is NIL (Previous year NIL).
iii) In terms of the Hon'ble National Company Law tribunal NCLT, Kolkata Bench (NCLT) Dt: 5th June 2024, the financial creditor i.e., ICICI Bank Limited (the lender) outstanding were settled. Satisfaction of charge at the Ministry of Corporate Affairs, Registrar of Companies, West Bengal is yet to be complied with.
iv) Contingent liability :
Refer to note 24(i) above, company has come out of Insolvancy process as per the Hon'ble National Company Law tribunal NCLT, Kolkata Bench (NCLT) Dt: 5th June 2024. In the management view there are no contingent liabilites as on the last date of financial year.
v) Gratuity and Other Post-Employment Benefit Plans:
Refer to note 24(i) above, company has come out of Insolvancy process as per the Hon'ble National Company Law tribunal NCLT, Kolkata Bench (NCLT) Dt: 5th June 2024. As on the end of the financial year, the employees have not completed the requisite period to be entitled for Gratuity and Leave encashment accordingly the Provision for Gratuity and Other Post-Employment Benefit Plans are not made
vi) In the opinion of the board, all Current Assets and Non-Current Assets have a value on realisation in the ordinary course of business at least equal to the amount at which they are stated in the accounts.
vii) The assets and liabilities which are expected to be realised and payable in the ordinary course of business not later than 12 months from the reporting date have been classified as current assets and current liabilities in the Balance Sheet. All other assets and liabilities have been classified as non-current .
viii) The company has not commenced the Business Operations except administrative operations and accordingly there is no reportable segment for the purpose of IND-AS-108.
ix) Related party disclosures and transactions: for F.Y 2024-25
xi) Financial Instrument
Financial Instrument by category
Level-1 Quoted Price (unadjusted) is active markets for identical assets or liabilities
Level-2 Inputs other than quoted prices included within Level-1 that are observable for the asset or
liability, either directly (i.e as prices) or indirectly (i.e.) derived from prices).
Level-3 Inputs are unobservable inputs for the assets or Liability.
xii) Financial risk management objective and policies
The Company's financial liabilities include Loan and borrowing, and Trade & other payables. The main purpose of these financial liabilities is to finance the Company's operations. The Company's financial assets include investments, trade & other receivables, deposits and cash & cash equivalents.
The Company's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Company's financial performance. The Company uses derivative financial instruments to hedge certain risk exposures. The Company does not acquire or issue derivative financial instruments for trading or speculative purposes.
The Company's activities expose it to Credit Risk, Liquidity Risk, Market Risk, and Equity Price Rise. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarised below.
Credit Risk- A risk that counterparty may not meet its obligations under a financial instrument or customer contract, leading to a financial loss is defined as Credit Risk. The Company is exposed to credit risk from its operating and financial activities.
Customer credit risk is managed by the respective marketing department subject to the Company's established policy, procedures and control relating to customer credit risk management. The Company reviews the creditworthiness of these customers on an on-going basis. The Company estimates the expected credit loss on the basis of past data, experience and policy laid down in this respect. The maximum exposure to the credit risk at the reporting date is the carrying value of the trade receivables disclosed in Note No. 6 as the Company does not hold any collateral as security. The Company has a practice to provide for doubtful debts as per its approved policy.
Liquidity Risk- A risk that the Company may not be able to settle or meet its obligations at a reasonable price is defined as liquidity risks. The Company's finance department is responsible for managing liquidity, funding as well as settlement management. In addition, processes and policies related to such risks are overseen by senior management. Management monitors the Company's net liquidity position through rolling forecasts on the basis of expected cash flows.The Company's objective is to maintain a balance between continuity of funding and flexibility through the use of cash credits, Term loans among others.
Foreign Currency Risk- A risk that the fair value or future value of the cash flows of a forex exposure will fluctuate because of changes in foreign exchange rates is defined as Foreign Currency Risk. The Company's exposure to the risk of changes in foreign exchange rates relates primarily to the Company's export and derivatives operating activities. The Company, as per its risk management policy, uses foreign exchange and other derivative instruments primarily to hedge foreign exchange exposure. The management monitors the foreign exchange fluctuations on a continuous basis.
Market Risk- A risk that the fair value of future cash flows of a financial instrument may fluctuate because of changes in market prices is defined as Marketing Risk. Such changes in the value of financial instruments may result from changes in the foreign currency exchange rates, interest rates, credit, liquidity and other market changes.
xiii) Figures for the previous year are re-classified / re-arranged / re-grouped, wherever necessary, to correspond with the current year classification / disclosure.
xiv) Title Deeds of Immovable Property is held in name of the Company and the same is in the Corporate Office.
xv) The Company does not have any investment property.
xvi) The Company has not Revalued any of its Property, Plant and Equipment
xvii) The Company has not granted any Loans or Advances in the nature of loans to Promoters, Directors, KMPs and related parties.
xviii) No proceeding has been initiated or pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act,1988 (45 of 1988) and rules made thereunder.
xix) The Company has no borrowings from banks or financial institutions on the basis of security of current assets.
xx) The company has no transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956.
xxi) In terms of the Hon'ble National Company Law tribunal NCLT, Kolkata Bench (NCLT) Dt: 5th June 2024, the financial creditor i.e., ICICI Bank Limited (the lender) outstanding were settled. Satisfaction of charge at the Ministry of Corporate Affairs, Registrar of Companies, West Bengal is yet to be complied with.
xxii) Company doesnot have any Holding, Subsidiary or associate .
xxiv) (A) The Company has not advanced or loaned or invested funds (either borrowed funds or share
premium or any other sources or kind of funds) to any other person(s) or entity(ies), including foreign entities (Intermediaries).
(B) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the company shall (i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or (ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,
xxv) Undisclosed Income - The Company has not surrendered or disclosed any income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).
xxvi) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
xxvii) The Board of Directors has carefully reviewed the financial position of the Company following the successful completion of the Corporate Insolvency Resolution Process (CIRP). The Company has emerged from the resolution process with a restructured financial position and a clear path to profitability. Based on the current financial performance, the successful implementation of the approved resolution plan, and available liquidity, the Board is confident that the Company will continue as a going concern for the foreseeable future, including the next 12 months and beyond. The Company has taken all necessary steps to address its previous financial challenges, and there are no material uncertainties that would cast significant doubt upon its ability to continue operations.The management is committed to executing the business plan and delivering long-term value to shareholders, employees, and other stakeholders. The management is scouting for appropriate business opportunity and once it is available the management would commence the same. The company is expected to start business during the next year. The status of the Company is going concern.
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