Nitin Fire Protection Industries Ltd

Consolidated Financial Statements Summary:

b. OPERATIONS:

The Corporate Debtor is inter alia engaged in the business of manufacturing of Fire Fighting Equipment (Gas based and Water based Fire Extinguishers) under the brand name NITIE, providing Turnkey Solutions including Procurements, designing, system integration, commissioning and installation of firefighting systems including Annual Maintenance Contracts (AMC) for fire protection systems.

Subsequent to the Company went under Liquidation and in view of the provisions of Section 20 of the IBC, 2016, the Liquidator is required to manage the affairs & operations of the Company as a going concern.

During the year under review, Liquidator was in charge of the operations or the management of the Corporate Debtor. Further, the erstwhile management and employees associated with the Corporate Debtors at that time have been co-operative and put their utmost efforts to gather the data / documents / information of the Company and providing access to Liquidator into the books of account and other records of the Company for the earlier years including for the period under review i.e. F.Y.2023-24. The accounts for the year ended 31^st March 2024 have been prepared on the basis of information / documents made available.

There was no change in the nature of business of the Company during the year under review.

c. DIVIDEND:

The Company was under Liquidation during the year, no dividend was recommended or declared during / for the Financial Year ended March 31, 2024.

d. TRANSFER TO RESERVES:

No amount was transferred to the Reserves during the financial year under review.

e. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND TOINT VENTURE COMPANIES:

The Company has an investment in its wholly owned subsidiaries named Eurotech Cylinders Private Limited ("ECPL");. Further, The Company has an associate Company namely, Worthington Nitin Cylinders Private Limited (WNCPL).

During the year under review, there are no companies which have become Subsidiary / Associate of the Corporate Debtors nor that the Corporate Debtor became the subsidiary / Associate of other entity.

After due efforts of Liquidator and the erstwhile management of the Company to collect the relevant data of Company's Subsidiaries, Associate or Joint Venture Companies for the purpose of identifying financial position of the Company including preparation of the financial statements of the subsidiaries, associates and joint venture companies for the financial year ended 31^st March 2024, the Consolidated Financial statement has been prepared and accordingly, presented in Annexure I which is 'Form AOC-1' to this board report.

Further, it is to be noted that as provided by promoters, the Liquidator has no access to financial statements of subsidiary any time as they are not governed by the provisions of the Insolvency and Bankruptcy Code, 2016.

f. DEPOSITS:

The Company has not accepted nor renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review.

g. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

All Related Party Transactions entered during the year were in Ordinary Course of the Business and at Arm's Length basis. During the year under review, the Company has not entered into any contracts/ arrangements/ transactions with related parties which qualify as material in accordance with the Policy of the Company on materiality of related party transactions. Hence, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in 'Form AOC-2' is not applicable.

The details of such related party transactions are available in the Note no. 36 to the Standalone financial statements section of this Annual Report.

h. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, etc. for the year ended March 31, 2023, are furnished in 'Annexure - II' which forms part of the Board's Report.

i. INVESTOR EDUCATION AND PROTECTION FUND ("IEPF"):

As per Sections 124 and 125 of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, (notified on September 5, 2016) and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Amendment Rules, 2016 (notified on February 28, 2017) ("IEPF Rules"), all dividends which remain unclaimed and unpaid for a period of seven years from the date they became due for payment were required to be transferred to the Investor Education and Protection Fund established by the Central Government.

No dividend was declared by the Company in the financial year 2016-17. Therefore, the requirement of transfer of Unclaimed and Unpaid Dividend amount to Investor Education and Protection Fund ('IEPF') does not arise.

j. COST RECORDS:

During the financial year under review, the Company was required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013. Despite the Liquidation proceedings initiated against the Company, during which the powers of the management and the Board of Directors were vested in the Liquidator, significant efforts were made to maintain the Company's status as a Going Concern and to keep records updated. While every effort was made by the Liquidator to comply with the requirements, there were certain limitations in maintaining cost records as prescribed under the provisions, which have been duly noted by the Auditors in their Audit Report.

k. PARTICULARS OF INVESTMENTS, LOANS, GUARANTEES AND SECURITIES:

Particulars of Loans, Guarantees, and Investments made, if any, under the provisions of Section 186 of the Companies Act, 2013 read with rules made thereunder as on March 31, 2024 are set out in Notes to the Standalone Financial Statements of the Company.

l. WEBSITE AND EXTRACT OF ANNUAL RETURN:

The Company has a website; however, not updated till the end of the review period

m. DISCLOSURE UNDER SEXUAL HARASSMENT ACT:

The Company being under Liquidation during the year, the Liquidator has made efforts to maintain the going concern status of the Company and monitoring the activities of existing employees of the company. Further, due steps have been taken to maintain the data as required under applicable laws and to comply with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Liquidator further confirmed that no complaints / incidents w.r.t. Sexual Harassments occurred during the period under review.

n. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013:

The Company being under Liquidation during the year, the Liquidator is responsible for running the Company as a Going Concern and therefore, maintaining the said status during the period under review. Except the above and as disclosed elsewhere in this report and / or in the financial statement read with the auditor report and other reports being part of Directors Report for the year ended March 31, 2024, no material changes and commitments which could affect the Company's financial position have occurred between the end of the financial year of the Company and date of this report.

o. DETAIL OF FRAUD AS PER AUDITORS REPORT:

The Auditors in its report has made observations / remarks w.r.t. Company's financial position / maintenance of data, etc. Except that the Auditors have not highlighted any instances of Fraud happened in the Company / its operations during the period under review.

p. SECRETARIAL STANDARDS COMPLIANCE:

The Company being under Liquidation during the year and the powers and responsibilities of the Board of Directors and other Committees of the Company stand suspended and vested with the Liquidator under the provisions of IBC, 2016. Therefore, compliance with the Secretarial Standards does not arise. However, the meetings of the Committee of Creditors along with the Liquidator are held during the year under review as per Rules / Guidelines provided under IBC, 2016.

q. INTERNAL FINANCIAL CONTROLS:

An extract of the comment made by the Statutory Auditor in the Internal Audit report issued by him is as placed hereunder:

"The system of internal financial Controls with reference to financial statements with regar? to the Company were not made available to us to enable us to determine if the Company has established adequate internal financial Controls with reference to financial statements and whether such internal financial controls were operating effectively as at March 31, 2024."

r. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has framed Vigil Mechanism / Whistle Blower Policy, however the same is not updated till the end of the review period. The Company being under Liquidation, the operations and management of the Company are being monitored and controlled by Liquidator in the best possible capacity within the provisions of IBC. Further, no instance were noticed for any Whistle Blower during the year under review.

s. MANAGEMENT DISCUSSION AND ANALYSIS:

The Company being under Liquidation, the operations and management of the Company are being monitored and controlled by Liquidator in the best possible capacity within the provisions of IBC to maintain the status of the Company as a going concern. Therefore, the report about Management Discussion and analysis pursuant to Company's performance and future prospects were not provided for the period under review.

t. CORPORATE GOVERNANCE & CERTIFICATE THEREON:

The Company is under Liquidation pursuant to the order issued by NCLT. Henee, the operations and management of the Company are being monitored and controlled by Liquidator in the best possible eapaeity within the provisions of IBC to maintain the status of the Company as a going concern. As required, the report on Corporate Governanee has been prepared and signed by the Liquidator being part of this Annual Report as Annexure III. The Certifieate on Corporate Governanee issued by AVS & Associates, Company Seeretary, Navi Mumbai, for the financial year ended Mareh 31, 2024 is enelosed in the report as 'Annexure - IV'.

3. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) Director liable to Retirement by Rotation:

The powers and responsibilities of the Board of Direetors including independent direetors were suspended due to Liquidation order passed against the Company. Accordingly, provisions about retirement by rotation of direetors are not applicable to the Company for the period under review.

b) Board of Directors, Independent Directors and Key Managerial Personnel:

Post the initiation of CIRP and thereafter with the passing of order for Liquidation against the Company, the powers and responsibilities of the Board of Direetors including independent direetors whieh was suspended and vested with Liquidator when the Company was admitted into CIRP; the suspension of the powers of the Board and vesting of the same with Liquidator continued with the Liquidation order. Further, during the F.Y. 2019-20 the Key Managerial Personnel including the Company Seeretary eum Complianee Offieer, Chief Financial Offieer, Chief Operating Officer resigned from their position.

e) Declaration by Independent Directors:

The Company was under Liquidation leading to continuance in suspension of powers of the Board of Direetors, deelarations by the Independent Direetors were not reeeived by the Company.

4. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES:

a) BOARD MEETINGS:

Due to the supersession of the Board of Directors, no Board Meetings were held during the year under review after CIRP commencement.

In continuation to the suspension of the powers of the Board of Directors of the Company, the various Committees formed under the Companies Act and other applicable laws were discontinued and therefore, no committee meetings were held during the period under review.

b) COMMITTEE OF CREDITORS MEETINGS:

The Committee of Creditors (COC) of the Corporate Debtor was duly constituted under Section 21 of the IBC read with Regulation 17 of the CIRP Regulations. Further, the meetings of COC were duly convened and held as per provisions of Regulation 18 of the CIRP Regulations.

c) RISK MANAGEMENT POLICY:

The Company doesn't have an updated Risk Management Policy for the year under review. However, the Company being under CIRP, the risks identification and mitigation, framework & strategies are being monitored and controlled in the best possible capacity by a Liquidator within the provisions of IBC and CIRP regulations.

5. AUDITORS AND REPORTS:

a. APPOINTMENT OF AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. Parekh Shah & Lodha, Chartered Accountants, (FRN: 107487W) the Statutory Auditors of the Company have been appointed to conduct statutory audit from the financial year 2020-21 to financial year 2024-25 (both inclusive). The Company has received eligibility certificate from the Statutory Auditor certifying that they continue to be eligible to be the Statutory Auditor of the Company for the financial year 2023-24.

b. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE FINANCIAL YEAR ENDED 31^ST MARCH, 2022:

The observations/qualifications/disclaimers made by the Statutory Auditors, M/s. Parekh Shah & Lodha, Chartered Accountant LLP for Standalone Financial Statements and for Consolidated Financial Statement in their report for the financial year ended 31^st March, 2023 read with the explanatory notes, formed part of respective financial statements, are self-explanatory and therefore, do not call for any further explanation or comments from the Liquidator under Section 134(3) of the Companies Act, 2013.

c. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Liquidator appointed M/S AVS & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the F.Y. 2023-24. The Secretarial Audit Report for the financial year 2023-24 is annexed with this report as "Annexure -V".

On the basis of available data, records and details, the Secretarial Auditor's report for the financial year ended March 31, 2024 contains various observations and qualifications. These remarks are self-explanatory, and as such, no further explanation or comments from the Liquidator are warranted under Section 134(3) of the Companies Act, 2013.

d. INTERNAL AUDIT:

Being under Liquidation, the Company has not appointed any Internal Auditor for the financial year ended 31^st March 2024.

6. NOMINATION AND REMUNERATION POLICY:

Considering the Company had been admitted into CIRP and pursuant to the subsequent Liquidation proceedings and suspension of the board of directors since the admission into CIRP, the requirements of formulation of the Nomination & Remuneration Policy and criteria of remuneration to board of directors and senior management is not applicable to the Company during the period under review.

7. EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES, AND INDIVIDUAL DIRECTORS:

The powers and responsibilities of the Board of Directors including the Committee of the Board were suspended by virtue of the company being under CIRP followed by Liquidation and the same vested with the Liquidator under the provisions of IBC. In view of the above, evaluation of the performance of Directors, Board or the Committees could not be carried out and no separate meeting of Independent Directors could be held.

8. OTHER DISCLOSURES:

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

a. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

In F.Y. 2018-19, CIRP of the Company commenced under the terms of Chapter II of the Insolvency and Bankruptcy Code, 2016 (IBC) vide the order (C.P.(IB) 1890/I&BP/MB/2018) dated 22^nd October, 2018 ("CIRP Commencement date") passed by Hon'ble National Company Law Tribunal, Mumbai bench ("NCLT") and NCLT appointed Mr. Uliyar Balakrishna Bhat (Registration No.: IBBI/IPA-001/IP-

P00658/2017-18/11107) as Interim Resolution Professional ("IRP") of the Company.

Subsequently, Committee of Creditors (CoC) in its meeting held on 20^th November, 2018, passed the resolution for appointment of Mr. Uliyar Balakrishna Bhat as the Resolution Professional.

Thereafter Liquidation order was passed against the Company vide NCLT order in MA No. 2727 /2019 IN C.P.(IB)-1890(MB)/2018 dated 18* January, 2022 in terms of the provisions of Insolvency and Bankruptcy Code, 2016 ('IBC') and the regulations framed thereunder.

Pursuant to the aforesaid orders and the provisions of IBC, the powers of the Board of Directors have been suspended and such powers are vested with Mr. Uliyar Balakrishna Bhat in the capacity of a Liquidator.

In addition to the above, BSE Limited had issued notice dated 09^th February, 2022 suspending the trading in equity shares of the company with effect from 11^th February, 2022. Further, National Stock Exchange of India Limited, has also communicated to the Company about suspension in trading of equity shares of the Company with effect from same date.

b. DIRECTOR'S RESPONSIBILITY STATEMENT:

The powers of the Board of Directors were suspended by the virtue of the company being under CIRP and thereafter the Liquidation order. Henee, no director's responsibility statement is declared in this report for the year under review.

c. DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT, 2013:

The Company has not issued any shares with differential rights and therefore no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

d. DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT, 2013:

The Company has not issued any sweat equity shares during the year under review. Therefore, no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

e. DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT,2013:

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review. Therefore, no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

f. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT,2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.

g. HUMAN RESOURCES MANAGEMENT AND MANAGERIAL REMUNERATION:

Pursuant to the initiation of CIRP, the powers of the Board of Directors were suspended. In the absence of Top-Level Management, including Managerial Personnel, no managerial remuneration was payable to any directors or managerial personnel during the year under review. While a few employees continued to remam associated with the Company post- initiation of the CIRP process, the absence of managerial remuneration eliminated the requirement for disclosures under Section 197 of the Companies Act, 2013, and the rules made thereunder. Consequently, particulars of remuneration to Directors and employees, as well as the ratio of remuneration of each director to the median employee's remuneration, were not provided in this report.

9. ACKNOWLEDGEMENTS: