General information about company | |
| Scrip code | 500945 |
| NSE Symbol | VALUEIND |
| MSEI Symbol | NOTLISTED |
| ISIN | INE352A01017 |
| Name of the entity | Value Industries Limited |
| Date of start of financial year | 01-04-2023 |
| Date of end of financial year | 31-03-2024 |
| Reporting Quarter | Yearly |
| Date of Report | 31-03-2024 |
| Risk management committee | Not Applicable |
| Market Capitalisation as per immediate previous Financial Year | Any other |
Annexure I | |||||||||||||||||||||||||
Annexure I to be submitted by listed entity on quarterly basis | |||||||||||||||||||||||||
I. Composition of Board of Directors | |||||||||||||||||||||||||
| Disclosure of notes on composition of board of directors explanatory | Textual Information(1) | ||||||||||||||||||||||||
| Whether the listed entity has a Regular Chairperson | No | ||||||||||||||||||||||||
| Whether Chairperson is related to MD or CEO | No | ||||||||||||||||||||||||
| Sr | Title (Mr / Ms) | Name of the Director | PAN | DIN | Category 1 of directors | Category 2 of directors | Category 3 of directors | Date of Birth | |||||||||||||||||
| 1 | Mr | Naveen Bhanwarlal Mandhana | ABEPM0818R | 01222013 | Non-Executive - Independent Director | Not Applicable | 18-09-1956 | ||||||||||||||||||
| 2 | Mr | Amol Ashok Mandlik | AQEPM8600Q | 10367846 | Non-Executive - Non Independent Director | Not Applicable | 26-01-1978 | ||||||||||||||||||
I. Composition of Board of Directors | |||||||||||||||||||||||||
Disqualification of Directors under section 164 of the Companies Act, 2013 | |||||||||||||||||||||||||
| Sr | Whether the director is disqualified? | Start Date of disqualification | End Date of disqualification | Details of disqualification | Current status | ||||||||||||||||||||
| 1 | No | Inactive | |||||||||||||||||||||||
| 2 | No | Active | |||||||||||||||||||||||
I. Composition of Board of Directors | |||||||||||||||||||||||||
| Sr | Whether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations] | Date of passing special resolution | Initial Date of appointment | Date of Re-appointment | Date of cessation | Tenure of director (in months) | No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations) | No of Independent Directorship in listed entities including this listed entity [with reference to proviso to regulation 17A(1) & 17A(2)] | Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations) | No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations) | Notes for not providing PAN | Notes for not providing DIN | |||||||||||||
| 1 | NA | 14-08-2014 | 14-08-2019 | 98.04 | 0 | 0 | 0 | 0 | Textual Information(2) | ||||||||||||||||
| 2 | NA | 31-10-2023 | 2 | 1 | 0 | 0 | 0 | ||||||||||||||||||
Text Block | |
| Textual Information(1) | Value Industries Limited (the Company) was admitted to Corporate Insolvency Resolution Process (CIRP) in terms of the provisions of the Insolvency and Bankruptcy Code, 2016 (Code) and in pursuance to the order of the Honble National Company Law Tribunal, Mumbai (NCLT) dated September 05, 2018. Subsequently, the NCLT vide its order dated August 08, 2019 ordered the consolidation of the CIRP of 13 Videocon group entities including the Company (Corporate Debtors). Further, NCLT vide order dated June 08, 2021 (Approval Order), approved the resolution plan submitted by Twin Star Technologies Limited (Approved Plan). In terms of the Approved Plan, a steering committee of the Company had been constituted (Steering Committee). The Steering Committee in its meeting held on June 18, 2021 had appointed the Resolution Professional, Mr. Abhijit Guhathakurta, as the interim manager of the Corporate Debtors (Interim Manager), for undertaking the management and control the Company, from the date of Approval Order till the completion of the implementation process on the Closing Date (as provided under the Approved Plan). However, pursuant to the appeals filed by three dissenting financial creditors (among others) before the Honble National Company Law Appellate Tribunal, New Delhi (the NCLAT), the Honble NCLAT, vide its order dated July 19, 2021 in the said Appeals (the Stay Order), inter-alia stayed the operation of the NCLT Approval Order till the next date of hearing and ordered the maintenance of status quo ante as before passing of the NCLT Approval Order. Further, as per the Stay Order, the Resolution Professional had been directed to continue to manage the 13 Videocon Group Entities as per the provisions of the Code till the next date of hearing. Later on, the NCLAT vide its final order dated January 05, 2022 set aside the Approval Order and remitted back the matter to the Committee of Creditors (the COC) for completion of the process relating to CIRP in accordance with the provisions of the Code (the, NCLAT Final Order). Subsequently, pursuant to the NCLAT Final Order, the COC in their meeting held on January 12, 2022, decided to invite fresh expressions of interest for submission of resolution plan for Consolidated Corporate Debtors in accordance with IBC and CIRP Regulations. However, Twin Star Technologies Limited challenged the NCLAT Final Order in Civil Appeals bearing numbers 509, 512 and 894 of 2022 before the Honble Supreme Court (SC Appeals). The SC Appeals were listed on February 14, 2022, on which date, the Honble Supreme Court made certain oral remark to the Resolution Professional and COC to not proceed further with the CIRP of the Consolidated Corporate Debtors till any orders in subsequent hearings. Pursuant to these oral remarks of the Honble Supreme Court, the status quo is being preserved in the current CIRP of Consolidated Corporate Debtors till further orders/directions of the Honble Supreme Court. Further, Mr. Shyam Ramesh Lalsare was appointed as a Whole-Time Director (WTD) of the Company for a period of 2 (Two) years w.e.f. October 05, 2020 as per approval of the COC at its meeting held on September 02, 2020. As the Company is still undergoing the CIRP, the Company has decided to extend the tenure of his appointment as a WTD for a further period of one (1) year w.e.f. October 05, 2022, on the same terms & conditions including remuneration. This extension continues to be subject to ongoing CIRP of the Company and its outcome. He has incurred disqualification under section 164(2) of the Companies Act, 2013 (Act) from October 31, 2022 due to the non-filing of financial statements & annual return of the Company for the last three financial years i.e. for the financial year 2019-20, 2020-21 and 2021-22. However, in terms of the first proviso to section 167(1)(a) of the Act, he did not vacate his office in the Company. However, his term has expired and he ceased to be a Director of the Company with effect from 5th October, 2023.
In addition, Mr. Naveen B. Mandhana, resigned from the directorship of the Company w.e.f. October 18, 2022 which was placed before the CoC for its consideration.
Mr. Amol Ashok Mandlik has been appointed as Non-Executive Director of Value Industries Limited and Occupier of the factory of the Company situated at Chittegaon for a period of 1 (One) year w.e.f. 31st October, 2023. |
| Textual Information(2) | The Company is required to fill details regarding the composition of statutory committees that are required to be constituted as per the SEBI LODR. The statutory committees as per SEBI LODR are: (i) Audit Committee, (ii) Nomination and Remuneration Committee, (iii) Stakeholders Relationship Committee and (iv) Risk Management Committee (wherever applicable). Since the Company is under the Corporate Insolvency Resolution Process (the CIRP), the powers of the Board of Directors of the Company stand suspended and the same are being vested with and exercised by the Resolution Professional. Accordingly, the provisions of Regulations 17, 18, 19, 20 and 21 of the SEBI LODR do not apply as per Regulation 15 (2A) and (2B) of the SEBI LODR. During the tenure of ongoing CIRP of the Company, certain directors have vacated their office from the Company, and therefore the composition of the Board and the Committees is not adequate. It is submitted that one of the directors i.e., Mr. Naveen B. Mandhana, (who was the sole member on the various of Board of the Committees of the Company) has tendered resignation w.e.f October 18, 2022, and the same was placed before the Committee of Creditors. After his resignation, the current composition of committees viz., Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee came down to 'Nil'. Therefore, since there are no members and/or the Chairperson on the Board of the Committees, we have no data to fill in the composition of aforesaid committees. Pertaining to the above-mentioned constraints, we are unable to successfully validate the Excel utility sheet of CGR. As an alternative to resolve this issue and validate the file, we have retained the name of Mr. Naveen B. Mandhana in the composition of Board and the committees viz., Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, and Corporate Social Responsibility Committee. However, it should be noted that Mr. Naveen B. Mandhana is not continuing as the member of the Board and the aforesaid committees w.e.f October 18, 2022. |
Annexure 1 | |||||||
II. Composition of Committees | |||||||
| Disclosure of notes on composition of committees explanatory | Textual Information(1) | ||||||
Annexure 1 Text Block | |
| Textual Information(1) | Value Industries Limited (the Company) was admitted to Corporate Insolvency Resolution Process (CIRP) in terms of the provisions of the Insolvency and Bankruptcy Code, 2016 (Code) and in pursuance to the order of the Honble National Company Law Tribunal, Mumbai (NCLT) dated September 05, 2018. Subsequently, the NCLT vide its order dated August 08, 2019 ordered the consolidation of the CIRP of 13 Videocon group entities including the Company (Corporate Debtors). Further, NCLT vide order dated June 08, 2021 (Approval Order), approved the resolution plan submitted by Twin Star Technologies Limited (Approved Plan). In terms of the Approved Plan, a steering committee of the Company had been constituted (Steering Committee). The Steering Committee in its meeting held on June 18, 2021 had appointed the Resolution Professional, Mr. Abhijit Guhathakurta, as the interim manager of the Corporate Debtors (Interim Manager), for undertaking the management and control the Company, from the date of Approval Order till the completion of the implementation process on the Closing Date (as provided under the Approved Plan). However, pursuant to the appeals filed by three dissenting financial creditors (among others) before the Honble National Company Law Appellate Tribunal, New Delhi (the NCLAT), the Honble NCLAT, vide its order dated July 19, 2021 in the said Appeals (the Stay Order), inter-alia stayed the operation of the NCLT Approval Order till the next date of hearing and ordered the maintenance of status quo ante as before passing of the NCLT Approval Order. Further, as per the Stay Order, the Resolution Professional had been directed to continue to manage the 13 Videocon Group Entities as per the provisions of the Code till the next date of hearing. Later on, the NCLAT vide its final order dated January 05, 2022 set aside the Approval Order and remitted back the matter to the Committee of Creditors (the COC) for completion of the process relating to CIRP in accordance with the provisions of the Code (the, NCLAT Final Order). Subsequently, pursuant to the NCLAT Final Order, the COC in their meeting held on January 12, 2022, decided to invite fresh expressions of interest for submission of resolution plan for Consolidated Corporate Debtors in accordance with IBC and CIRP Regulations. However, Twin Star Technologies Limited challenged the NCLAT Final Order in Civil Appeals bearing numbers 509, 512 and 894 of 2022 before the Honble Supreme Court (SC Appeals). The SC Appeals were listed on February 14, 2022, on which date, the Honble Supreme Court made certain oral remark to the Resolution Professional and COC to not proceed further with the CIRP of the Consolidated Corporate Debtors till any orders in subsequent hearings. Pursuant to these oral remarks of the Honble Supreme Court, the status quo is being preserved in the current CIRP of Consolidated Corporate Debtors till further orders/directions of the Honble Supreme Court. Further, Mr. Naveen B. Mandhana, resigned from the directorship of the Company w.e.f. October 18, 2022 which was placed before the CoC for its consideration. |
Audit Committee Details | |||||||
| Whether the Audit Committee has a Regular Chairperson | No | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
| 1 | 01222013 | Naveen Bhanwarlal Mandhana | Non-Executive - Independent Director | Member | 14-08-2014 | Textual Information(1) | |
Sr Text Block | |
| Textual Information(1) | The Company is required to fill details regarding the composition of statutory committees that are required to be constituted as per the SEBI LODR. The statutory committees as per SEBI LODR are: (i) Audit Committee, (ii) Nomination and Remuneration Committee, (iii) Stakeholders Relationship Committee and (iv) Risk Management Committee (wherever applicable). Since the Company is under the Corporate Insolvency Resolution Process (the CIRP), the powers of the Board of Directors of the Company stand suspended and the same are being vested with and exercised by the Resolution Professional. Accordingly, the provisions of Regulations 17, 18, 19, 20 and 21 of the SEBI LODR do not apply as per Regulation 15 (2A) and (2B) of the SEBI LODR. During the tenure of ongoing CIRP of the Company, certain directors have vacated their office from the Company, and therefore the composition of the Board and the Committees is not adequate. It is submitted that one of the directors i.e., Mr. Naveen B. Mandhana, (who was the sole member on the various of Board of the Committees of the Company) has tendered resignation w.e.f October 18, 2022, and the same was placed before the Committee of Creditors. After his resignation, the current composition of committees viz., Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, and Corporate Social Responsibility Committee came down to 'Nil'. Therefore, since there are no members and/or the Chairperson on the Board of the Committees, we have no data to fill in the composition of aforesaid committees. Pertaining to the above-mentioned constraints, we are unable to successfully validate the Excel utility sheet of CGR. As an alternative to resolve this issue and validate the file, we have retained the name of Mr. Naveen B. Mandhana in the composition of committees of Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, and Corporate Social Responsibility Committee. However, it should be noted that Mr. Naveen B. Mandhana is not continuing as the member of the Board and the aforesaid committees w.e.f October 18, 2022. |
Nomination and remuneration committee | |||||||
| Whether the Nomination and remuneration committee has a Regular Chairperson | No | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
| 1 | 01222013 | Naveen Bhanwarlal Mandhana | Non-Executive - Independent Director | Chairperson | 14-08-2014 | Textual Information(1) | |
Sr Text Block | |
| Textual Information(1) | The Company is required to fill details regarding the composition of statutory committees that are required to be constituted as per the SEBI LODR. The statutory committees as per SEBI LODR are: (i) Audit Committee, (ii) Nomination and Remuneration Committee, (iii) Stakeholders Relationship Committee and (iv) Risk Management Committee (wherever applicable). Since the Company is under the Corporate Insolvency Resolution Process (the CIRP), the powers of the Board of Directors of the Company stand suspended and the same are being vested with and exercised by the Resolution Professional. Accordingly, the provisions of Regulations 17, 18, 19, 20 and 21 of the SEBI LODR do not apply as per Regulation 15 (2A) and (2B) of the SEBI LODR. During the tenure of ongoing CIRP of the Company, certain directors have vacated their office from the Company, and therefore the composition of the Board and the Committees is not adequate. It is submitted that one of the directors i.e., Mr. Naveen B. Mandhana, (who was the sole member on the various of Board of the Committees of the Company) has tendered resignation w.e.f October 18, 2022, and the same was placed before the Committee of Creditors. After his resignation, the current composition of committees viz., Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, and Corporate Social Responsibility Committee came down to 'Nil'. Therefore, since there are no members and/or the Chairperson on the Board of the Committees, we have no data to fill in the composition of aforesaid committees. Pertaining to the above-mentioned constraints, we are unable to successfully validate the Excel utility sheet of CGR. As an alternative to resolve this issue and validate the file, we have retained the name of Mr. Naveen B. Mandhana in the composition of committees of Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, and Corporate Social Responsibility Committee. However, it should be noted that Mr. Naveen B. Mandhana is not continuing as the member of the Board and the aforesaid committees w.e.f October 18, 2022. |
Stakeholders Relationship Committee | |||||||
| Whether the Stakeholders Relationship Committee has a Regular Chairperson | No | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
| 1 | 01222013 | Naveen Bhanwarlal Mandhana | Non-Executive - Independent Director | Member | 14-08-2014 | Textual Information(1) | |
Sr Text Block | |
| Textual Information(1) | The Company is required to fill details regarding the composition of statutory committees that are required to be constituted as per the SEBI LODR. The statutory committees as per SEBI LODR are: (i) Audit Committee, (ii) Nomination and Remuneration Committee, (iii) Stakeholders Relationship Committee and (iv) Risk Management Committee (wherever applicable). Since the Company is under the Corporate Insolvency Resolution Process (the CIRP), the powers of the Board of Directors of the Company stand suspended and the same are being vested with and exercised by the Resolution Professional. Accordingly, the provisions of Regulations 17, 18, 19, 20 and 21 of the SEBI LODR do not apply as per Regulation 15 (2A) and (2B) of the SEBI LODR. During the tenure of ongoing CIRP of the Company, certain directors have vacated their office from the Company, and therefore the composition of the Board and the Committees is not adequate. It is submitted that one of the directors i.e., Mr. Naveen B. Mandhana, (who was the sole member on the various of Board of the Committees of the Company) has tendered resignation w.e.f October 18, 2022, and the same was placed before the Committee of Creditors. After his resignation, the current composition of committees viz., Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, and Corporate Social Responsibility Committee came down to 'Nil'. Therefore, since there are no members and/or the Chairperson on the Board of the Committees, we have no data to fill in the composition of aforesaid committees. Pertaining to the above-mentioned constraints, we are unable to successfully validate the Excel utility sheet of CGR. As an alternative to resolve this issue and validate the file, we have retained the name of Mr. Naveen B. Mandhana in the composition of committees of Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, and Corporate Social Responsibility Committee. However, it should be noted that Mr. Naveen B. Mandhana is not continuing as the member of the Board and the aforesaid committees w.e.f October 18, 2022. |
Risk Management Committee | |||||||
| Whether the Risk Management Committee has a Regular Chairperson | No | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
| 1 | 01222013 | Naveen Bhanwarlal Mandhana | Non-Executive - Independent Director | Member | 14-08-2014 | Textual Information(1) | |
Sr Text Block | |
| Textual Information(1) | The Company is required to fill details regarding the composition of statutory committees that are required to be constituted as per the SEBI LODR. The statutory committees as per SEBI LODR are: (i) Audit Committee, (ii) Nomination and Remuneration Committee, (iii) Stakeholders Relationship Committee and (iv) Risk Management Committee (wherever applicable). Since the Company is under the Corporate Insolvency Resolution Process (the CIRP), the powers of the Board of Directors of the Company stand suspended and the same are being vested with and exercised by the Resolution Professional. Accordingly, the provisions of Regulations 17, 18, 19, 20 and 21 of the SEBI LODR do not apply as per Regulation 15 (2A) and (2B) of the SEBI LODR. During the tenure of ongoing CIRP of the Company, certain directors have vacated their office from the Company, and therefore the composition of the Board and the Committees is not adequate. It is submitted that one of the directors i.e., Mr. Naveen B. Mandhana, (who was the sole member on the various of Board of the Committees of the Company) has tendered resignation w.e.f October 18, 2022, and the same was placed before the Committee of Creditors. After his resignation, the current composition of committees viz., Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, and Corporate Social Responsibility Committee came down to 'Nil'. Therefore, since there are no members and/or the Chairperson on the Board of the Committees, we have no data to fill in the composition of aforesaid committees. Pertaining to the above-mentioned constraints, we are unable to successfully validate the Excel utility sheet of CGR. As an alternative to resolve this issue and validate the file, we have retained the name of Mr. Naveen B. Mandhana in the composition of committees of Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, and Corporate Social Responsibility Committee. However, it should be noted that Mr. Naveen B. Mandhana is not continuing as the member of the Board and the aforesaid committees w.e.f October 18, 2022. |
Corporate Social Responsibility Committee | |||||||
| Whether the Corporate Social Responsibility Committee has a Regular Chairperson | No | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
| 1 | 01222013 | Naveen Bhanwarlal Mandhana | Non-Executive - Independent Director | Member | 14-08-2014 | Textual Information(1) | |
Sr Text Block | |
| Textual Information(1) | The Company is required to fill details regarding the composition of statutory committees that are required to be constituted as per the SEBI LODR. The statutory committees as per SEBI LODR are: (i) Audit Committee, (ii) Nomination and Remuneration Committee, (iii) Stakeholders Relationship Committee and (iv) Risk Management Committee (wherever applicable). Since the Company is under the Corporate Insolvency Resolution Process (the CIRP), the powers of the Board of Directors of the Company stand suspended and the same are being vested with and exercised by the Resolution Professional. Accordingly, the provisions of Regulations 17, 18, 19, 20 and 21 of the SEBI LODR do not apply as per Regulation 15 (2A) and (2B) of the SEBI LODR. During the tenure of ongoing CIRP of the Company, certain directors have vacated their office from the Company, and therefore the composition of the Board and the Committees is not adequate. It is submitted that one of the directors i.e., Mr. Naveen B. Mandhana, (who was the sole member on the various of Board of the Committees of the Company) has tendered resignation w.e.f October 18, 2022, and the same was placed before the Committee of Creditors. After his resignation, the current composition of committees viz., Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, and Corporate Social Responsibility Committee came down to 'Nil'. Therefore, since there are no members and/or the Chairperson on the Board of the Committees, we have no data to fill in the composition of aforesaid committees. Pertaining to the above-mentioned constraints, we are unable to successfully validate the Excel utility sheet of CGR. As an alternative to resolve this issue and validate the file, we have retained the name of Mr. Naveen B. Mandhana in the composition of committees of Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, and Corporate Social Responsibility Committee. However, it should be noted that Mr. Naveen B. Mandhana is not continuing as the member of the Board and the aforesaid committees w.e.f October 18, 2022. |
Other Committee | ||||||
| Sr | DIN Number | Name of Committee members | Name of other committee | Category 1 of directors | Category 2 of directors | Remarks |
Annexure 1 | ||||||||||
Annexure 1 | ||||||||||
III. Meeting of Board of Directors | ||||||||||
| Disclosure of notes on meeting of board of directors explanatory | Textual Information(1) | |||||||||
Text Block | |
| Textual Information(1) | The NCLAT vide its final order dated January 05, 2022 set aside the Approval Order and remitted back the matter to the Committee of Creditors (the COC) for completion of the process relating to CIRP in accordance with the provisions of the Code (the, NCLAT Final Order). Subsequently, pursuant to the NCLAT Final Order, the COC in their meeting held on January 12, 2022, decided to invite fresh expressions of interest for submission of resolution plan for Consolidated Corporate Debtors in accordance with IBC and CIRP Regulations. However, Twin Star Technologies Limited challenged the NCLAT Final Order in Civil Appeals bearing numbers 509, 512 and 894 of 2022 before the Honble Supreme Court (SC Appeals). The SC Appeals were listed on February 14, 2022, on which date, the Honble Supreme Court made certain oral remark to the Resolution Professional and COC to not proceed further with the CIRP of the Consolidated Corporate Debtors till any orders in subsequent hearings. Pursuant to these oral remarks of the Honble Supreme Court, the status quo is being preserved in the current CIRP of Consolidated Corporate Debtors till further orders/directions of the Honble Supreme Court. Consequently, the Company has been brought under the purview of CIRP and accordingly, the powers of the Board of Directors of the Company stand suspended and the same are being vested with and exercised by the Resolution Professional, appointed under the provisions of Code and accordingly the provisions of Regulations 17, 18, 19, 20 and 21 of the SEBI (LODR) do not apply as per Regulation 15 (2A) and (2B) of the SEBI (LODR). While the powers of the board of directors are suspended, in terms of Section 19 of the Code, they are required to extend all assistance and cooperation to the Resolution Professional as may be required by him in managing the affairs of the Corporate Debtor. Accordingly, meetings of the Directors may be conducted as and when required by the Resolution Professional and in accordance with the applicable laws. No meetings of the Directors were held during the quarter ended March 31, 2024. |
Annexure 1 | ||||||||||
IV. Meeting of Committees | ||||||||||
| Disclosure of notes on meeting of committees explanatory | Textual Information(1) | |||||||||
Text Block | ||
| Textual Information(1) | The NCLAT vide its final order dated January 05, 2022 set aside the Approval Order and remitted back the matter to the Committee of Creditors (the COC) for completion of the process relating to CIRP in accordance with the provisions of the Code (the, NCLAT Final Order). Subsequently, pursuant to the NCLAT Final Order, the COC in their meeting held on January 12, 2022, decided to invite fresh expressions of interest for submission of resolution plan for Consolidated Corporate Debtors in accordance with IBC and CIRP Regulations. However, Twin Star Technologies Limited challenged the NCLAT Final Order in Civil Appeals bearing numbers 509, 512 and 894 of 2022 before the Honble Supreme Court (SC Appeals). The SC Appeals were listed on February 14, 2022, on which date, the Honble Supreme Court made certain oral remark to the Resolution Professional and COC to not proceed further with the CIRP of the Consolidated Corporate Debtors till any orders in subsequent hearings. Pursuant to these oral remarks of the Honble Supreme Court, the status quo is being preserved in the current CIRP of Consolidated Corporate Debtors till further orders/directions of the Honble Supreme Court. Consequently, the Company has been brought under the purview of CIRP and accordingly, the powers of the Board of Directors of the Company stand suspended and the same are being vested with and exercised by the Resolution Professional, appointed under the provisions of Code and accordingly the provisions of Regulations 17, 18, 19, 20 and 21 of the SEBI (LODR) do not apply as per Regulation 15 (2A) and (2B) of the SEBI (LODR). While the powers of the board of directors are suspended, in terms of Section 19 of the Code, they are required to extend all assistance and cooperation to the Resolution Professional as may be required by him in managing the affairs of the Corporate Debtor. Accordingly, meetings of the committees may be conducted as and when required by the Resolution Professional and in accordance with the applicable laws. No meetings of the Directors and Committee were held during the quarter ended March 31, 2024. Further, Mr. Naveen B. Mandhana, resigned from the directorship of the Company w.e.f. October 18, 2022 which was placed before the CoC for its consideration. As such, none of the Committees have any active member w.e.f. October 18, 2022. | |
Annexure 1 | |||
V. Related Party Transactions | |||
| Sr | Subject | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. |
| 1 | Whether prior approval of audit committee obtained | NA | |
| 2 | Whether shareholder approval obtained for material RPT | NA | |
| 3 | Whether details of RPT entered into pursuant to omnibus approval have been reviewed by Audit Committee | NA | |
Annexure 1 | |||
VI. Affirmations | |||
| Sr | Subject | Compliance status (Yes/No) | |
| 1 | The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015 | Yes | |
| 2 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit Committee | Yes | |
| 3 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committee | Yes | |
| 4 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committee | Yes | |
| 5 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. d. Risk management committee (applicable to the top 1000 listed entities) | NA | |
| 6 | The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015. | Yes | |
| 7 | The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015. | Yes | |
| 8 | This report and/or the report submitted in the previous quarter has been placed before Board of Directors. | Yes | |
| 9 | Any comments/observations/advice of Board of Directors may be mentioned here: | Textual Information(1) | |
Annexure 1 | ||
| Sr | Subject | Compliance status |
| 1 | Name of signatory | Amol Mandlik |
| 2 | Designation | Director |
Text Block | |
| Textual Information(1) | Comment w.r.t Point No. 1 to 4, and 7:
From the date of Stay Order i.e. July 19, 2021 the Company has been brought under the purview of CIRP wherein the management has been re-instated in the hands of the Resolution Professional and accordingly, the powers of the board of directors stand suspended and the same are being vested with and exercised by the Resolution Professional, appointed under the provisions of Code. Thus, as per Regulation 15 (2A) and 2(B) of the SEBI (LODR) as amended from time to time, the provision specified in Regulation 17, 18, 19, 20, and 21 of the SEBI (LODR) shall not be applicable on CIRP Companies.
In view of the order passed by the NCLAT on January 05, 2022 setting aside the Approval Order, the management of the Company retained in the hands of the Resolution Professional and the Company proceeded to invite fresh Expression of Interest from public. However, Twin Star Technologies Limited challenged the NCLAT Final Order in Civil Appeals bearing numbers 509, 512 and 894 of 2022 before the Honble Supreme Court (SC Appeals). The SC Appeals were listed on February 14, 2022, on which date, the Honble Supreme Court made certain oral remark to the Resolution Professional and COC to not proceed further with the CIRP of the Consolidated Corporate Debtors till any orders in subsequent hearings. Pursuant to these oral remarks of the Honble Supreme Court, the status quo is being preserved in the current CIRP of Consolidated Corporate Debtors till further orders/directions of the Honble Supreme Court and currently the powers of the board of directors stand vested with and are being exercised by the Resolution Professional, appointed under the provisions of Code.
On this background, we submit that as the Company has been brought under Corporate Insolvency Resolution Process and since the status quo is maintained the Company is currently being managed by the Resolution Professional, the provisions related to composition of Board and various committes as stated in point 1. to 4. are not applicable. Further, the Company is exempted by LODR regulations from conducting meetings of board of directors and above committees. Accordingly, the comment has been marked as "YES" for Point No. 1. to 4 and 7. Comment w.r.t. Point No. 5
The provisions pertaining to Risk Management Committee in terms of LODR is not applicable to the Company. Accordingly, the same has been marked as NA. Comment w.r.t. Point No. 6: At the time of appointment, the committee members were made aware of their powers, roles and responsibilities as required under SEBI (LODR), 2015. Accordingly, the comment has been marked as "YES".
Comment w.r.t Point No. 8
From the date of Stay Order i.e. July 19, 2021 the Company has been brought under the purview of CIRP and since the status quo is maintained the management has been re-instated in the hands of the Resolution Professional and accordingly, the powers of the Board of Directors of the Company stand suspended and the same are being vested with and exercised by the Resolution Professional, appointed under the provisions of Code.
In view of the order passed by the NCLAT on January 05, 2022 setting aside the Approval Order, the management of the Company retained in the hands of the Resolution Professional and the Company proceeded to invite fresh Expression of Interest from public. However, Twin Star Technologies Limited challenged the NCLAT Final Order in Civil Appeals bearing numbers 509, 512 and 894 of 2022 before the Honble Supreme Court (SC Appeals). The SC Appeals were listed on February 14, 2022, on which date, the Honble Supreme Court made certain oral remark to the Resolution Professional and COC to not proceed further with the CIRP of the Consolidated Corporate Debtors till any orders in subsequent hearings. Pursuant to these oral remarks of the Honble Supreme Court, the status quo is being preserved in the current CIRP of Consolidated Corporate Debtors till further orders/directions of the Honble Supreme Court and currently the powers of the board of directors stand vested with and are being exercised by the Resolution Professional, appointed under the provisions of Code. Accordingly, report for the quarter ended March 31, 2024 and the previous quarter ended on December 31, 2023 has been taken on record by the Resolution Professional. However, as the option Not Applicable is not present under Comment 8 the same has been marked as "YES". |
Annexure II | ||||
Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year) | ||||
I. Disclosure on website in terms of Listing Regulations | ||||
| Sr | Item | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. | Web address |
| 1 | Details of business | Yes | https://www.valueind.in/aboutus.aspx | |
| 2 | Terms and conditions of appointment of independent directors | Yes | https://www.valueind.in/relationservice.aspx?Sel=Others | |
| 3 | Composition of various committees of board of directors | Yes | https://www.valueind.in/relationservice.aspx?Sel=Others | |
| 4 | Code of conduct of board of directors and senior management personnel | Yes | https://www.valueind.in/relationservice.aspx?Sel=Code%20of%20Conduct | |
| 5 | Details of establishment of vigil mechanism/ Whistle Blower policy | Yes | https://www.valueind.in/relationservice.aspx?Sel=Policies | |
| 6 | Criteria of making payments to non-executive directors | Yes | https://www.valueind.in/relationservice.aspx?Sel=Policies | |
| 7 | Policy on dealing with related party transactions | Yes | https://www.valueind.in/relationservice.aspx?Sel=Policies | |
| 8 | Policy for determining ‘material’ subsidiaries | Yes | https://www.valueind.in/relationservice.aspx?Sel=Policies | |
| 9 | Details of familiarization programmes imparted to independent directors | No | As the Company is undergoing CIRP, the powers of the Board are suspended and being exercised by the Resolution Professional. While no formal external programme were organised for Independent directors, in accordance with the requirements of the Insolvency and Bankruptcy Code, all eligible directors of the Company are invited to attend meetings of the Committee of Creditors to keep them informed of significant events or changes related to the business of the Company. | |
| 10 | Email address for grievance redressal and other relevant details | Yes | https://www.valueind.in/relationservice.aspx?Sel=Investor%20Contacts | |
| 11 | Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances | Yes | https://www.valueind.in/relationservice.aspx?Sel=Investor%20Contacts | |
| 12 | Financial results | Yes | https://www.valueind.in/relationservice.aspx?Sel=Quarterly%20Results | |
| 13 | Shareholding pattern | Yes | https://www.valueind.in/relationservice.aspx?Sel=Shareholding%20and%20Ownership%20Structure | |
| 14 | Details of agreements entered into with the media companies and/or their associates | NA | ||
Annexure II | ||||
Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year) | ||||
I. Disclosure on website in terms of Listing Regulations | ||||
| Sr | Item | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. | Web address |
| 15.1 | Schedule of analyst or institutional investor meet and presentations made by the listed entity to analysts or institutional investors simultaneously with submission to stock exchange | NA | ||
| 15.2 | Audio or video recordings and transcripts of post earnings/quarterly calls | NA | ||
| 16 | New name and the old name of the listed entity | NA | ||
| 17 | Advertisements as per regulation 47 (1) | Yes | https://www.valueind.in/relationservice.aspx?Sel=Quarterly%20Results | |
| 18 | Credit rating or revision in credit rating obtained | NA | ||
| 19 | Separate audited financial statements of each subsidiary of the listed entity in respect of a relevant financial year | NA | ||
| 20 | Secretarial Compliance Report | Yes | https://www.valueind.in/relationservice.aspx?Sel=Annual%20Reports | |
| 21 | Materiality Policy as per Regulation 30 (4) | Yes | https://www.valueind.in/relationservice.aspx?Sel=Policies | |
| 22 | Disclosure of contact details of KMP who are authorized for the purpose of determining materiality as required under regulation 30(5) | Yes | https://www.valueind.in/relationservice.aspx?Sel=Policies | |
| 23 | Disclosures under regulation 30(8) | Yes | https://www.valueind.in/relationservice.aspx?Sel=Corporate%20Announcement | |
| 24 | Statements of deviation(s) or variations(s) as specified in regulation 32 | NA | ||
| 25 | Dividend Distribution policy as per Regulation 43A(1) | Yes | https://www.valueind.in/relationservice.aspx?Sel=Policies | |
| 26 | Annual return as provided under section 92 of the Companies Act, 2013 | Yes | https://www.valueind.in/relationservice.aspx | |
| 27 | Confirmation that the above disclosures are in a separate section as specified in regulation 46(2) | Yes | https://www.valueind.in/relationservice.aspx | |
| 28 | Compliance with regulation 46(3) with respect to accuracy of disclosures on the website and timely updating | Yes | https://www.valueind.in/relationservice.aspx | |
Annexure II | ||||
II. Annual Affirmations | ||||
| Sr | Particulars | Regulation Number | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. |
| 1 | Independent director(s) have been appointed in terms of specified criteria of ‘independence’ and/or ‘eligibility’ | 16(1)(b) & 25(6) | No | During the tenure of the ongoing CIRP of the Company, certain directors have vacated their office from the Company, and therefore the Company is not in compliance with regulations 16(1)(b) & 25(6). |
| 2 | Board composition | 17(1), 17(1A) & 17(1C), 17(1D) & 17(1E) | NA | |
| 3 | Meeting of Board of directors | 17(2) | NA | |
| 4 | Quorum of Board meeting | 17(2A) | NA | |
| 5 | Review of Compliance Reports | 17(3) | NA | |
| 6 | Plans for orderly succession for appointments | 17(4) | NA | |
| 7 | Code of Conduct | 17(5) | Yes | |
| 8 | Fees/compensation | 17(6) | NA | |
| 9 | Minimum Information | 17(7) | NA | |
| 10 | Compliance Certificate | 17(8) | NA | |
Annexure II | ||||
II. Annual Affirmations | ||||
| Sr | Particulars | Regulation Number | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. |
| 11 | Risk Assessment & Management | 17(9) | NA | |
| 12 | Performance Evaluation of Independent Directors | 17(10) | NA | |
| 13 | Recommendation of Board | 17(11) | NA | |
| 14 | Maximum number of Directorships | 17A | Yes | |
| 15 | Composition of Audit Committee | 18(1) | NA | |
| 16 | Meeting of Audit Committee | 18(2) | NA | |
| 17 | Role of Audit Committee and information to be reviewed by the audit committee | 18(3) | NA | |
| 18 | Composition of nomination & remuneration committee | 19(1) & (2) | NA | |
| 19 | Quorum of Nomination and Remuneration Committee meeting | 19(2A) | NA | |
| 20 | Meeting of Nomination and Remuneration Committee | 19(3A) | NA | |
Annexure II | ||||
II. Annual Affirmations | ||||
| Sr | Particulars | Regulation Number | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. |
| 21 | Role of Nomination and Remuneration Committee | 19(4) | NA | |
| 22 | Composition of Stakeholder Relationship Committee | 20(1), 20(2) & 20(2A) | NA | |
| 23 | Meeting of Stakeholders Relationship Committee | 20(3A) | NA | |
| 24 | Role of Stakeholders Relationship Committee | 20(4) | NA | |
| 25 | Composition and role of risk management committee | 21(1),(2),(3),(4) | NA | |
| 26 | Meeting of Risk Management Committee | 21(3A) | NA | |
| 27 | Quorum of Risk Management Committee meeting | 21(3B) | NA | |
| 28 | Gap between the meetings of the Risk Management Committee | 21(3C) | NA | |
| 29 | Vigil Mechanism | 22 | Yes | |
| 30 | Policy for related party Transaction | 23(1), (1A), (5), (6), & (8) | No | The Policy on Related Party Transactions as formulated prior to CIRP commencement by the erstwhile management is available. However, since the company is undergoing consolidated CIRP with 12 other Videocon group entities, the said policy and any transactions with related parties shall be subject to the provisions of the Code. |
Annexure II | ||||
II. Annual Affirmations | ||||
| Sr | Particulars | Regulation Number | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. |
| 31 | Prior or Omnibus approval of Audit Committee for all related party transactions | 23(2), (3) | NA | |
| 32 | Approval for material related party transactions | 23(4) | NA | |
| 33 | Disclosure of related party transactions on consolidated basis | 23(9) | No | As you have been previously informed through various Company filings, we would like to reiterate that the Company is presently unable to conclude the preparation and finalization of the standalone and consolidated financial statements for the financial year that ended on March 31, 2023 in accordance with SEBI (LODR), 2015 timelines. Furthermore, due to the absence of requisite pre-CIRP data, the Company is presently unable to provide a disclosure of related party transactions on a consolidated basis under regulation 23(9) of SEBI (LODR), Regulation, 2015. |
| 34 | Composition of Board of Directors of unlisted material Subsidiary | 24(1) | No | According to the ‘Policy for determining Material Subsidiary’, as formulated by the erstwhile management prior to the commencement of corporate insolvency resolution process, the Company needs to determine the material unlisted Indian subsidiary on the basis of income or net-worth of subsidiary with the consolidated income or net worth of the parent in the immediately preceding financial year. As per the information available, there were only two Material Subsidiaries as on 31st March, 2019, both of which are undergoing CIRP and are under the management and control of a resolution professional. Further, as communicated earlier from time to time through various Company filings that data/information related to the Subsidiaries/Associates/Joint Ventures of previous financial years (pertaining to entities outside consolidated CIRP) and data required for preparation of consolidated financial statement was not made available to the Resolution Professional by the promoters and erstwhile management, for which applications under Section 19 of the Code have already been filed with NCLT by the Resolution Professional in absence of the financial statements of the subsidiaries, the Company was unable to prepare the consolidated financial statements and determine the material subsidiaries for the financial year ending on March 31, 2020 onwards. In view of this, the Company is unable to confirm on the compliance with Regulation 24(1) of the SEBI (LODR) Regulations, 2015. |
| 35 | Other Corporate Governance requirements with respect to subsidiary of listed entity | 24(2),(3),(4),(5) & (6) | No | As previously stated, the Company was unable to determine the material subsidiaries for the financial year ending on March 31, 2023, and therefore could not comply with Regulation 24(1) of the SEBI (LODR) Regulations, 2015. As a result, the Company was unable to comply with sub-regulations 24(2), (3), (4), (5), and (6) of SEBI (LODR) Regulations, 2015. |
| 36 | Alternate Director to Independent Director | 25(1) | NA | |
| 37 | Maximum Tenure | 25(2) | Yes | |
| 38 | Appointment, Re-appointment or removal of an Independent Director through special resolution or the alternate mechanism | 25(2A) | NA | |
| 39 | Meeting of independent directors | 25(3) & (4) | NA | |
| 40 | Familiarization of independent directors | 25(7) | No | As the Company is undergoing CIRP, the powers of the Board are suspended and being exercised by the Resolution Professional. While no formal external programme were organised for Independent directors, in accordance with the requirements of the Insolvency and Bankruptcy Code, all eligible directors of the Company are invited to attend meetings of the Committee of Creditors to keep them informed of significant events or changes related to the business of the Company. |
Annexure II | ||||
II. Annual Affirmations | ||||
| Sr | Particulars | Regulation Number | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. |
| 41 | Declaration from Independent Director | 25(8) & (9) | No | The company has not received any declaration from Independent directors. Further, there is no independent director on the Board of the Company as on March 31, 2024. |
| 42 | Directors and Officers insurance | 25(10) | No | Due to financial constraint, the company has not taken D & O Insurance. |
| 43 | Confirmation with respect to appointment of Independent Directors who resigned from the listed entity | 25(11) | NA | |
| 44 | Memberships in Committees | 26(1) | Yes | |
| 45 | Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel | 26(3) | No | The Company has not received formal affirmation on compliance of code of conduct. However, all the employees are governed by the internal policies on ethics and Code of Conduct and there were no instances of violation of the Code of Conduct that were brought to the attention of the management of the Company during the year. |
| 46 | Disclosure of Shareholding by Non-Executive Directors | 26(4) | NA | |
| 47 | Policy with respect to Obligations of directors and senior management | 26(2) & 26(5) | Yes | |
| 48 | Approval of the Board and shareholders for compensation or profit sharing in connection with dealings in the securities of the listed entity | 26(6) | NA | |
| 49 | Vacancies in respect Key Managerial Personnel | 26A(1) & 26A(2) | No | As you are aware, the Company (along with 12 other Videocon group entities) is undergoing consolidated corporate insolvency resolution process ("CIRP”) under the provisions of the Insolvency & Bankruptcy Code 2016 (read with rules and regulations framed thereunder, “Code”) with Mr. Abhijit Guhathakurta as the Resolution Professional ("RP”) of the Corporate Debtors vide Hon’ble National Company Law Tribunal, Mumbai ("NCLT”) order dated 25 September 2019. Further, as you may be aware, the resolution plan is sub-judice before Hon’ble Supreme Court, and as such, the Corporate Debtors continue to be undergoing CIRP since their insolvency commencement dates. Due to the prolonged CIRP and extreme financial and operational constraints, the company is facing extreme difficulty to ensure talent acquisition and employee retention, due to the which the appointment of the CFO could not be done. |
| Any other information to be provided - Add Notes | ||||
Annexure II | ||
| 1 | Name of signatory | Amol Mandlik |
| 2 | Designation | Director |
Annexure II | |||
III. Affirmations | Sr | Particulars | Compliance status (Yes/No/NA) |
| 1 | The Listed Entity has approved Material Subsidiary Policy and the Corporate Governance requirements with respect to subsidiary of Listed Entity have been complied | Yes | |
| Any other information to be provided | Textual Information(1) | ||
Text Block | |||
| Textual Information(1) | Yes, the Company has approved a Material Subsidiary Policy. However, due to the absence of data/information related to the Subsidiaries/Associates/Joint Ventures of previous financial years, the Company was unable to determine the material subsidiaries for the financial year ending on March 31, 2022. As a result, the Company could not comply with the Corporate Governance requirements related to the material subsidiaries. | ||
Annexure II | ||
| 1 | Name of signatory | Amol Mandlik |
| 2 | Designation | Director |
Additional Half yearly Disclosure | |||||||
| Applicability of disclosure | Not Applicable | ||||||
| Reason for Non Applicability | Textual Information(1) | ||||||
Text Block | |
| Textual Information(1) | The disclosure in terms of Annexure IV of the SEBI Circular requires the information regarding any loan advanced/guarantee/security provided with respect to the following: 1. Aggregate amount during the period of 6 months (i.e, April-September 2023); and 2. The balance outstanding at the end of 6 months period (which will include the previous year balances). In case there is no disclosure with respect to any loan advanced/guarantee/security provided by Value Industries Limited during the first six months of 2023, the disclosure with respect to the balance outstanding is required to be provided. In this regard, since accurate information is currently not available with the Company in relation to pre-CIRP data, for which applications u/s 19 of IBC have already been filed against the promoters / erstwhile management, the option "Not Applicable" has been selected. |
Details of Cyber security incidence | ||||
| Whether as per Regulation 27(2)(ba) of SEBI (LODR) Regulations, 2015 there has been cyber security incidents or breaches or loss of data or documents during the quarter | No | |||
Signatory Details | |
| Name of signatory | Amol Mandlik |
| Designation of person | Director |
| Place | Mumbai |
| Date | 21-04-2024 |