This report provides a comprehensive synthesis of the operational, financial, and regulatory standing of the company. It is a registered **Non-Banking Financial Company (NBFC)**, holding registration certificate **No. 05.02398** issued by the **Reserve Bank of India (RBI)** under **Section 45 IA** of the RBI Act, 1934. --- ### **Corporate Structure and Governance Framework** The company operates as a standalone entity with a lean organizational structure. It maintains **no subsidiaries, joint ventures, or associate companies**, and all business activities are conducted within a **single reportable segment**. **Leadership and Compliance Personnel:** * **Managing Director & CFO:** Sumit Bhansali. * **Compliance Officer:** Mr. Ramakant Goenka (Appointed **January 29, 2024**). * **Independent Directors:** Mr. Udit Maloo and Mrs. Pushpa Nahata (Appointed for a term from **August 1, 2025, to January 31, 2030**). **Governance Deficiencies:** Despite the appointments above, the company faces significant governance challenges. The Board is currently **not duly constituted** according to statutory requirements, with pending appointments for additional **Key Managerial Personnel (KMPs)**. Furthermore, the company lacks a **fully functional website** as required under **Regulation 46** of SEBI LODR, and the **Structured Digital Database (SDD)** for tracking Unpublished Price Sensitive Information (**UPSI**) remains **non-compliant**. --- ### **Capital Structure and Listing Optimization Strategy** The company is currently executing a strategy to streamline its exchange presence and conserve capital. **Key Capital Metrics:** | Metric | Value / Status | | :--- | :--- | | **Paid-up Equity Share Capital** | **₹10.00 Crores** | | **Net Worth** | **₹10.66 Crores** | | **Debt-Equity Ratio** | **1.60 times** (as of Dec 31, 2024) | | **Dematerialized Shares** | **~90%** (as of March 31, 2024) | | **Dividend Recommendation** | **Nil** (Resources conserved for future revenue plans) | **Listing and Delisting Status:** The company is actively pursuing **Voluntary Delisting** from regional exchanges to reduce compliance overhead while focusing on exchanges with nationwide connectivity. * **Calcutta Stock Exchange (CSE):** Trading is currently **suspended**. The company has applied for delisting and has **ceased payment** of listing fees. * **Ahmedabad (ASE) & Jaipur (JSE):** Voluntary delisting processes were previously initiated/processed. * **Xedd Telecom Limited:** Management is legally contesting the "wrongful insertion" of the company’s name into the **Promoter group** of this liquidated entity by the NSE. --- ### **Financial Accounting Practices and Litigation Risks** The company’s financial reporting is characterized by several non-standard practices driven by ongoing legal disputes. * **Accounting Basis:** Financial costs and charges are accounted for on a **payment or due basis** rather than an accrual basis. This is a direct result of sub-judice disputes with financiers. * **Unrecognized Liabilities:** No provisions have been made for **Contingent Liabilities**. Differences in claims by financial/operational creditors and statutory dues remain **unascertainable**. * **Employee Benefits:** Liability for **gratuity payments** has not been provided for in the accounts. * **Asset Discrepancies:** While the company maintains records of fixed assets, certain **current and fixed assets are not in the physical possession** of the company. * **Audit Qualifications:** Statutory Auditors lacked a **Peer Review Certificate** at the time of appointment (eventually obtained in **May 2025**). Furthermore, financial statements for **FY 2022-23 and FY 2023-24** were **not signed by a Company Secretary**. --- ### **Insolvency Proceedings and Liquidity Crisis** The company is currently navigating a severe liquidity crunch and formal insolvency threats. **NCLT Proceedings:** On **July 16, 2025**, a financial creditor filed an application before the **NCLT, Kolkata**, to initiate the **Corporate Insolvency Resolution Process (CIRP)**. The filing cites a default amount of **₹12,62,81,337.11**. **Debt Management:** * The company has **defaulted on repayments** of short-term loans and borrowings to banks and financial institutions. * A **settlement offer** has been proposed to financiers, but the outcome remains pending. * Management is monitoring government liquidity schemes such as **TLTRO 2.0 (₹50,000 Crores)** and the **Partial Credit Guarantee Scheme (₹45,000 Crores)** to mitigate sectoral headwinds persisting since the **2018 IL&FS default**. --- ### **Operational Policies and Internal Controls** The company maintains a formal framework for HR and safety, though internal audit functions have seen recent lapses. * **Internal Audit:** While a system is nominally in place, **no internal auditor was appointed** for the **FY24** period. * **Talent Management:** The company utilizes a **Corporate HR function** focused on skill upgradation and **Key Result Area (KRA)** based appraisals for senior management. * **Health & Safety:** A formal policy is maintained to ensure legal compliance and workplace safety. * **Related Party Transactions:** Conducted in compliance with **Sections 177 and 188** of the Companies Act, 2013. * **Record Keeping Issues:** Audits have noted gaps in the **dispatch of notices** for meetings and inconsistencies in attendance records and minutes. Major balances for receivables and loans are currently **subject to third-party confirmation**. --- ### **Strategic Outlook and Macroeconomic Alignment** The company’s recovery is contingent upon successful litigation outcomes and broader economic factors. * **"Make in India" Initiative:** Management intends to pivot toward investment opportunities arising from domestic manufacturing boosts to enhance future profitability. * **Regulatory Exemptions:** Due to a **Paid-up Capital < ₹10 Crores** and **Net Worth < ₹25 Crores**, the company is currently exempt from mandatory Corporate Governance provisions under **Regulation 15(2)** of SEBI LODR. * **Resource Conservation:** The Board’s decision to forgo dividends is a strategic move to maintain liquidity amid the **CIRP** application and the ongoing **NBFC sector liquidity crisis**.