To the Members, CMI Limited
THE Hon ' ble National Company Law Tribunal, Delhi Bench, ( " NCLT "
) vide its order dated July 28, 2023 ( " Order " ), pronounced on August 01,
2023, has admitted the application filed by Canara Bank ( " Financial Creditor "
) under Section 7 of the Insolvency and Bankruptcy Code, 2016, read with rules and
regulations framed thereunder ( " the Code " ) and accordingly the corporate
insolvency resolution process ( " CIRP " ) has commenced of the Company, CMI
Limited ( " Company " ) with effect from July 28, 2023.
Furthermore, the Hon ' ble National Company Law Tribunal, Delhi Bench, ( " NCLT
" ) has also approved the appointment of Mr. Deepak Maini as the Interim Resolution
Professional ("IRP")/Resolution Professional (RP) to conduct the CIRP of the
Company admitted under section 7 of the Insolvency and Bankruptcy Code 2016.
The powers of Board of Directors of the Company stand suspended effective from the CIRP
commencement date and such powers along with the management of affairs of the Company are
vested with the RP in accordance with the provisions of Section 17 and 23 of the
Insolvency Code read with Regulation 15(2A) & (2B) of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Although the power of the board is suspended as per above regulations all the current
directors including Managing Directors/promoters are duty bound to cooperate with
Resolution Professional in managing the affairs of the Company and help RP in his endeavor
of running the Corporate Debtor as going concern.
Mr. Deepak Maini in his capacity as IRP / RP took control and custody of the management
and operation of the company from July 28, 2023. Consequently, all actions that are deemed
to be taken by Board of Directors have been given effect by the IRP/RP during the
continuance of the CIRP as per the provisions of the IBC. The report attached is for the
purpose of compliance and discharging the duties under the CIRP.
The Board/Resolution Professional present the Fifty Eighth Board ' s Report of the CMI
Limited " (the Company " ), along with the financial statements for the
financial year ended 31 st March, 2025.
?‚? FINANCIAL SUMMARY
The financial summary and performance highlights of the Company, for the financial year
2024-25 are provided below:
(Amount Rs. in Lakhs)
| Particulars |
Financial year |
|
2024- 25 |
2023- 24 |
| Total revenue |
5,807.70 |
2,975.44 |
| Less: Total Expenditure excluding Depreciation |
6,116.72 |
3,136.43 |
| Profit before Depreciation and Tax |
- 309.02 |
(160.99) |
| Less: Depreciation |
794.73 |
844.58 |
| Add: Exceptional items |
- |
- |
| Profit Before Tax |
(1,103.15) |
(1,005.57) |
| Less: Current Tax |
- |
- |
| Deferred Tax |
- |
173.01 |
| Net Profit after Tax |
(1,103.15) |
(832.56) |
Previous year's figures have been regrouped / rearranged wherever considered
necessary.
?‚? FINANCIAL AND OPERATIONAL PERFORMANCE
During the financial year under review, your Company ' s revenue from operations was
Rs. 5,807.70 Lakhs. Further, in the Financial Year ended 31 st March, 2025, the
Profit/(Loss) before tax (PBT) was Rs. (1,103.15) Lakhs as against Rs. (1,005.57) Lakhs in
the previous year and Profit/(Loss) after tax (PAT) was Rs. (1,103.15) Lakhs against Rs.
(832.56) Lakhs in the previous financial year.
?‚? MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE
COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT AND DETAILS OF
SIGNIFICANT AND MATERIAL GOING CONCERN STATUS AND COMPANY ' S OPERATIONS IN FUTURE
The Hon ' ble National Company Law Tribunal, Delhi Bench, ( " NCLT " )
vide its order dated July 28, 2023 ( " Order " ), pronounced on August 01, 2023,
has admitted the application filed by Canara Bank ( " Financial Creditor " )
under Section 7 of the Insolvency and Bankruptcy Code, 2016, read with rules and
regulations framed thereunder ( " the Code " ) and accordingly the corporate
insolvency resolution process ( " CIRP " ) has commenced of the Company, CMI
Limited ( " Company " ) with effect from July 28, 2023.
Furthermore, the Hon ' ble National Company Law Tribunal, Delhi Bench, ( " NCLT
" ) has also approved the appointment of Mr. Deepak Maini as the Interim Resolution
Professional
("IRP")/Resolution Professional (RP) to conduct the CIRP of the Company
admitted under section 7 of the Insolvency and Bankruptcy Code 2016.
?‚? SHARE CAPITAL
As on 31 st March, 2025, Authorised share capital of the Company is Rs.
175,00,00,000/-(One Hundred and Seventy Five Crores) and Paid up share Capital of the
Company is Rs. 16,02,74,570/- (Rupees Sixteen Crores Two lakhs Seventy Four Thousand Five
hundred and Seventy Only) divided into 1,60,27,457 (One Crore Sixty Lakh Twenty Seven
Thousand Four Hundred Fifty Seven) equity shares of Rs. 10/- (Rupees Ten) each.
?‚? CREDIT RATING
For the Financial Year 2024-25, no credit ratings have been obtained from the Rating
Agencies.
?‚? DIVIDEND AND RESERVES/OTHER EQUITY
In view of the financial performance and losses during the year under review, the Board
of Directors has not recommended any dividend for the financial year under review. As the
Company has incurred losses during the year, other equity of the Company as on 31 st
March, 2025 stands at Rs (16,247.28) lakhs.
?‚? PUBLIC DEPOSITS
The Company has not accepted or renewed any fixed deposits during the period under
review. It has not accepted any deposits from the public within the meaning of the
provisions of Section 73 of the Companies Act, 2013 and Rules made thereunder. Therefore,
it is not required to furnish information in respect of outstanding deposits under non-
banking, non-financial Companies (Reserve Bank) Directions, 1966 and Companies (Accounts)
Rules, 2014.
?‚? SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES
As on 31 st March, 2025, the Company do not have any Associate or Subsidiary Company.
Therefore, disclosure in Form AOC-1 in terms of Section 129(3) of the Act is not required.
?‚? INTERNAL FINANCIAL CONTROLS
The Board/RP believes that based on the knowledge/ information gained by them about
affairs of the Company from records, the Company has effective internal financial control
systems and policies and such controls are operating effectively.
The internal control systems include documented policies, checks and balances,
guidelines and procedures, that are supplemented by robust internal audit processes and
monitored continuously through periodical reviews by management to provide reasonable
assurance that all assets are safeguarded; and all transactions entered into by company
are authorized, recorded and reported properly.
The Resolution Professional is in the process reviewing the internal controls framework
of the Company with an objective to have a robust internal control framework commensurate
with the size, scale and nature of business of the company under the supervision of RP.
Pursuant to provisions of Section 138 and other applicable provisions, if any, read
with rule 13 of the Companies (Accounts) Rules ,2014, of the Companies Act,2013, RP in
their meeting held on 8 th May, 2025, upon approval of the COC, appointed M/s. K Naveen
& Co. as the Internal Auditor of the Company to conduct internal audit of the records
of the Company for the financial year ended on 31 st March, 2025, 31 st March, 2026 and 31
st March, 2027 at a remuneration to be fixed by the RP and COC.
The appointment of Statutory Auditor for the FY2024-25 and FY 2025-26 was presented to
the Committee of Creditors (CoC) for approval by the Resolution Professional. M/s. Bagchi
& Gupta, Chartered Accountants, Firm Registration No. 126940W was appointed as the
statutory auditor of the Company for the year ended 31st March, 2025 and 31st March, 2026
upon approval of Resolution Professional and Committee of Creditors subject to the
ratification by Shareholders in ensuing AGM.
?‚? DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
As on 31 st March, 2025, the Company has 4 Directors with an Executive Chairman, which
includes 1 Executive Directors, 1 Non-executive Independent Directors and 2 Non-executive
Non-Independent Director.
Change in Directorship:
During the year under review, following are the changes in the composition of Board of
Directors of the Company:
| S. No. |
Name of Director |
DIN |
Designation |
Date of Appointment |
Date of Cessation |
| 1 |
Mr. Amit Jain |
00041300 |
Chairman Cum Managing Director |
01-10- 2002 |
- |
| 2 |
Mr. Pyare Lal Khanna |
02237272 |
Non-Executive Non- Independent Director |
30-12- 2020 |
- |
| 4 |
Mr. Kunal Singhal |
08140142 |
Non-Executive Non- Independent Director |
31-03- 2020 |
- |
| 5 |
Mr. Servagaya Jain* |
00862686 |
Non- Executive Independent Director |
26-08- 2020 |
- |
*Mr. Servagaya Jain, Independent Director resigned from the directorship of the Company
w.e.f. 18 th August, 2025.
Upon initiation of the Corporate Insolvency Resolution Process (CIRP), no independent
meeting of the Directors has been convened, as the powers of the Board stand suspended in
accordance with the provisions of the Insolvency and Bankruptcy Code, 2016. Consequently,
all functions and responsibilities of the Board are being exercised by the Resolution
Professional, leaving no scope or requirement for the Directors to hold independent
meetings during the CIRP period.
None of the Directors are disqualified under the provisions of the Companies Act, 2013.
Key Managerial Personnel
During the year under review, in terms of the provisions of Section 2(51) and 203 of
the Companies Act, 2013, the Key Managerial Personnel (KMP) of the Company were as under:
-
?‚? Mr. Amit Jain - Chairman cum Managing Director
?‚? Ms. Tanya - Company Secretary
Changes in Key Managerial Personnel
During the year under review, there is no change in the Key Managerial Personnel (KMP)
of the Company in terms of the provisions of Section 2(51) and 203 of the Companies Act,
2013.
?‚? DIRECTOR ' S RESPONSIBILITY STATEMENT
Pursuant to Sub-section (5) of Section 134 of the Companies Act, 2013 with respect to
the Director ' s Responsibility Statement, it is here by confirmed that:
?‚? In the preparation of the Annual Accounts for the year ended 31st March,
2025 the applicable accounting standards read with requirements set out under Schedule III
of the Act have been followed and no material departures have been made from the same;
?‚? Appropriate Accounting Policies have been selected and applied consistently
and have made judgments and estimates that are reasonable and prudent, so as to give a
true and fair view of the state of affairs of the Company as at 31st March, 2025 and of
the profit of the Company for that year ended on that date except to the extent mentioned
in notes to accounts;
?‚? Proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities
?‚? The Annual Accounts have been prepared on a going concern basis subject to
the remarks of the Statutory Auditor.
?‚? The internal financial controls to be followed by the Company had been laid
down and that such internal financial controls are adequate and were operating
effectively;
?‚? The proper systems had been devised to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
?‚? BOARD PERFORMANCE EVALUATION
The Company had devised a Policy for performance evaluation of Independent Directors,
Board, Committees and other individual Directors which include criteria for performance
evaluation of the Non-Executive Directors and Executive Directors prior to CIRP.
However, the powers of Board of Directors of the Company stand suspended effective from
the CIRP commencement date and such powers along with the management of affairs of the
Company are vested with the RP in accordance with the provisions of Section 17 and 23 of
the Insolvency Code read with Regulation 15(2A) & (2B) of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Mr. Deepak Maini in his capacity as IRP / RP took control and custody of the management
and operation of the company from July 28, 2023. Consequently, all actions that are deemed
to be taken by Board of Directors have been given effect by the IRP/RP during the
continuance of the CIRP as per the provisions of the IBC. The report attached is for the
purpose of compliance and discharging the duties under the CIRP, as governed by the Code.
?‚? NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the year under review, no Board Meetings were convened, as the Company was
undergoing the Corporate Insolvency Resolution Process (CIRP). In accordance with the
provisions of the Insolvency and Bankruptcy Code, 2016, the powers of the Board of
Directors stood suspended from the commencement of CIRP. Consequently, all strategic,
operational, and decision-making functions of the Board, along with the management of the
affairs of the Company, were vested exclusively in the Resolution Professional.
Further, pursuant to Sections 17 and 23 of the Insolvency and Bankruptcy Code, 2016,
read with Regulations 15(2A) and 15(2B) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Resolution Professional exercised all powers and
responsibilities of the Board during the CIRP period. As a result, there was no scope or
requirement for the Directors to hold any meetings during this period.
?‚? COMMITTEES OF THE BOARD
The Suspended Board of Directors had the following Committees:
?‚? Audit Committee
?‚? Nomination and Remuneration Committee
?‚? Stakeholders ' Relationship Committee
?‚? Corporate Social Responsibility Committee.
The details of the Committees along with their composition, number of meetings, terms
of reference and attendance of members at the meetings are provided in the Corporate
Governance Report which forms part of this Annual Report.
The powers of Board of Directors of the Company stand suspended effective from the CIRP
commencement date and such powers along with the management of affairs of the Company are
vested with the RP in accordance with the provisions of Section 17 and 23 of the
Insolvency Code read with Regulation 15(2A) & (2B) of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
?‚? STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS
The powers of Board of Directors of the Company stand suspended effective from the CIRP
commencement date and such powers along with the management of affairs of the Company are
vested with the RP in accordance with the provisions of Section 17 and 23 of the
Insolvency Code read with Regulation 15(2A) & (2B) of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
?‚? NOMINATION AND REMUNERATION POLICY
The Board of Directors framed a policy which lays down a framework in relation to
remuneration of Directors, Key Managerial Personnel and Senior Management of the Company
prior to initiation of CIRP.
The Policy broadly lays down the guiding principles, philosophy and the basis for
payment of remuneration to Executive and Non-executive Directors (by way of sitting fees
and commission), Key Managerial Personnel, Senior Management and other employees. The
policy also provides the criteria for determining qualifications, positive attributes and
Independence of Director and criteria for appointment of Key Managerial Personnel / Senior
Management and performance evaluation which are considered by the Nomination and
Remuneration Committee and the Board of Directors while making selection of the
candidates. The above policy has been posted on the website of the Company at -
2021.pdf .
The powers of Board of Directors of the Company stand suspended effective from the CIRP
commencement date and such powers along with the management of affairs of the Company are
vested with the RP in accordance with the provisions of Section 17 and 23 of the
Insolvency Code read with Regulation 15(2A) & (2B) of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
?‚? VIGIL MECHANISM Cum WHISTLE BLOWER POLICY
The Company has a vigil mechanism named Vigil Mechanism Cum Whistle Blower Policy,
framed by Board of the Company prior to initiation of CIRP, to deal with instances of
fraud and mismanagement, if any. Details of the same are given in the Corporate Governance
Report. No employee has been denied to have access to the Chairman of the Audit
Committee/Management/Resolution Professional.
The same has also been displayed on the website of the Company viz: - .
The powers of Board of Directors of the Company stand suspended effective from the CIRP
commencement date and such powers along with the management of affairs of the Company are
vested with the RP in accordance with the provisions of Section 17 and 23 of the
Insolvency Code read with Regulation 15(2A) & (2B) of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
?‚? RELATED PARTY TRANSACTIONS
All transactions entered with Related Parties for the year under review were on arm ' s
length basis and thus a disclosure in Form AOC-2 in terms of Section 134 of the Act is not
required. Further, there are no material related party transactions during the year under
review as defined under SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and adopted by the Board of Directors in the Related Party Transactions
Policy of the Company. All related party transactions are mentioned in the notes to the
accounts. The Company has developed a framework through Standard Operating Procedures for
the purpose of identification and monitoring of such Related Party Transactions.
All Related Party Transactions are placed before the Resolution Professional, if
required, for approval. Transactions entered into pursuant to omnibus approval are
verified and details of all Related Party Transactions are placed before the Resolution
Professional.
The Policy on Related Party Transactions as approved by the Board of Directors, prior
to initiation of CIRP, has been uploaded on the website of the Company and can be seen at
the link - 2021.pdf . None of the Directors has any pecuniary relationship or
transactions vis- ? -vis the Company except transactions approved by Resolution
Professional.
The powers of Board of Directors of the Company stand suspended effective from the CIRP
commencement date and such powers along with the management of affairs of the Company are
vested with the RP in accordance with the provisions of Section 17 and 23 of the
Insolvency Code read with Regulation 15(2A) & (2B) of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
?‚? CORPORATE SOCIAL RESPONSIBILITY
In compliance with Section 135 of the Companies Act, 2013 read with Companies
(Corporate Social Responsibility Policy) Rules, 2014, as amended, the Board of the Company
had formed Corporate Social Responsibility ( " CSR") Committee, prior to
initiation of CIRP. Details of CSR Committee along with their composition, number of
meetings, terms of reference and attendance of members at the meetings are provided in the
Corporate Governance Report. The policy on CSR as approved by the erstwhile Board of
Directors is also uploaded on the website of the Company i.e. .
Pursuant to Section 135 of the Companies Act, 2013 read with CSR policy of the Company,
it is required to spend two percent of the average net profit of the Company for three
immediately preceding financial years. Annual Report on CSR activities as required under
the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, have been
annexed as Annexure -1 and forms integral part of this Report.
The powers of Board of Directors of the Company stand suspended effective from the CIRP
commencement date and such powers along with the management of affairs of the Company are
vested with the RP in accordance with the provisions of Section 17 and 23 of the
Insolvency Code read with Regulation 15(2A) & (2B) of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
?‚? AUDITORS
?‚? Statutory Auditor and Auditor ' s Report
M/s. Bagchi & Gupta, Chartered Accountants, Firm Registration No. 126940W, was
appointed as the Statutory Auditors of the Company by the Resolution Professional upon
approval of Committee of Creditors for the financial year ending 31 st March, 2025 and 31
st March, 2026 and the same was placed before the shareholders for ratification in ensuing
AGM.
There is no audit qualification, reservation or adverse remark for the year under
review except as mentioned below:
?‚? The Company is under corporate insolvency resolution process under the
Insolvency and Bankruptcy Code, 2016 (IBC).
Reply: The Hon ' ble National Company Law Tribunal, Delhi Bench, ( " NCLT " )
vide its order dated July 28, 2023 ( " Order " ), pronounced on August 01, 2023,
has admitted the application filed by Canara Bank ( " Financial Creditor " )
under Section 7 of the Insolvency and Bankruptcy Code, 2016 ( " the Code " ),
read with rules and regulations framed thereunder for an alleged amount of default of Rs.
164.86 Crore and accordingly the corporate insolvency resolution process ( " CIRP
" ) of the Company, CMI Limited ( " Company " ) has commenced with effect
from July 28, 2023.
Furthermore, the Hon ' ble National Company Law Tribunal, Delhi Bench, ( " NCLT
" ) has also approved the appointment of Mr. Deepak Maini as the Resolution
Professional ("RP") to conduct the CIRP of the Company under section 16 of the
Insolvency and Bankruptcy Code 2016.
Furthermore, no Resolution Plan has been approved by the Committee of Creditors and
relatedly an application for seeking liquidation of the company is pending for
consideration before Hon ' ble Adjudicating Authority.
?‚? Going Concern Concept: The accumulated losses of the Company as at 31st
March 2025 amount to Rs. 16,247.28 lakhs as against the paid-up share capital of
Rs.1,602.74 lakhs, resulting in complete erosion of the net worth. The Company has been
incurring continuous losses for the past several years, creating material uncertainty
regarding its ability to continue as a going concern.
Reply: The auditor have opined upon the going concern nature of the company due
to consistent losses being incurred since the inception of Covid-19 due to the resultant
market disruptions, minimal operations in the factory and risk carried by the company due
to non-execution of orders by the company after Covid-19. The company could not honor its
financial commitment towards its lenders.
Pursuant whereof, one of the lender ' s, filed an application against the company under
section 7 of the Insolvency and Bankruptcy Code, 2016, read with rules and regulations
framed thereunder ( " the Code " ) which has since been admitted by Hon ' ble
NCLT, New Delhi vide its order dated 28.07.2023. However, the business segment carries
potential and the company can be revived in future. During the course of CIRP, the company
is operating on some job work arrangement and has been meeting its liabilities incurred
during CIRP period. Furthermore, no Resolution Plan has been approved by the Committee of
Creditors and relatedly an application for seeking liquidation of the company is pending
for consideration before Hon ' ble Adjudicating Authority.
?‚? The Company has not identified, measured, and disclosed employee benefits
such as gratuity and leave encashment as required under Ind AS 19.
Reply: The ascertainment of actuarial liability as required under Ind AS 19
involves significant cost, which the Company is unable to bear given its current status of
undergoing the Corporate Insolvency Resolution Process (CIRP). The Hon ' ble National
Company Law Tribunal, Delhi Bench ( " NCLT " ), vide its order dated July 28,
2023, pronounced on August 01, 2023 ( " Order " ), admitted the application
filed by Canara Bank ( " Financial Creditor " ) under Section 7 of the
Insolvency and Bankruptcy Code, 2016, along with the applicable rules and regulations
framed thereunder ( " the Code " ). However, pursuant to Public Announcement for
calling of claims from stakeholders the relevant claims received from employees in this
regard have been considered by the Company in accordance with the provisions of the Code
and verified by the Resolution Professional.
?‚? A comprehensive fixed asset register has not been maintained, and no
physical verification report is available; accordingly, property, plant and equipment
(PPE) are carried at book values brought forward from earlier years in accordance with the
previous accounting records, and we are unable to verify their existence, ownership, and
valuation as required under Ind AS 16 - Property, Plant and Equipment.
Reply After the initiation of the CIRP, the assets of the company are under
custody & control of the RP which has been valued after physical verification by the
IBBI registered valuers for the purpose of CIRP. No further changes have been made in the
fixed asset register.
?‚? Information regarding lease arrangements, if any, has not been disclosed as
required under Ind AS 116.
Reply- The Company has not entered into any new lease arrangements during the
CIRP period without obtaining the approval of the Committee of Creditors.
?‚? Non-disclosure of certain information and notes required under Ind AS 13
(Investments) and Ind AS 107 (Financial Instruments - Disclosures).
Reply- Relevant details as per the records available as on 28.07.2023 have been
provided.
?‚? External confirmations for loan accounts, bank accounts and investments have
not been obtained, and the balances are subject to reconciliation.
Reply- Confirmation of loan account, bank account and investments not available
and account balance subject to reconciliation as the company is under CIRP. However,
pursuant to Public Announcement for calling of claims from stakeholders the relevant
claims received from creditors in this regard have been considered by the Company in
accordance with the provisions of the Code and verified by the Resolution Professional.
?‚? Confirmations for trade receivables and trade payables have not been
provided by the Company. Likewise, confirmations and supporting details for advances to
suppliers and advances from customers are not available. Therefore, their genuineness,
recoverability, and accuracy cannot be verified.
Reply- Balances of trade receivables and trade payables are subject to
confirmation and any recovery from them could not be ascertained due to constraints of
CIRP. However, pursuant to Public Announcement for calling of claims from stakeholders the
relevant claims received from creditors in this regard have been considered by the Company
in accordance with the provisions of the Code and verified by the Resolution Professional.
?‚? Quantitative details and confirmations of inventories are not available.
Consequently, existence and valuation could not be independently verified and have been
taken at book values from previous years.
Reply- The records have been maintained and provided to the extent practicably
possible, considering the nature of the products and the scale of operations as the
Company is undergoing CIRP.
?‚? Cash balances and confirmations of cash equivalents have not been provided
for verification.
Reply- The details and supporting documents relating to cash balances and cash
equivalents have been provided to the extent available during the tenure of the Corporate
Insolvency Resolution Process (CIRP). No additional records or
confirmations are available beyond those maintained and handed over during the CIRP
period.
?‚? These are subject to confirmation, and the extent of recoverability from
current assets has not been ascertained.
Reply- Valuations of current assets as on CIRP commencement date have been done
IBBI approved Registered Valuers. The status of the current assets is available to the
Resolution Applicants to give their values in the resolution plans submitted by them.
?‚? Details of pending litigations and potential liabilities with the Income
Tax, TDS, and GST Departments are incomplete. Consequently, the financial impact of such
matters could not be ascertained.
Reply: To the best of our knowledge, all the compliance to the applicable laws
have been made during the CIRP process. However, pursuant to Public Announcement for
calling of claims from stakeholders the relevant claims received from statutory
authorities in this regard have been considered by the Company in accordance with the
provisions of the Code and verified by the Resolution Professional.
?‚? The Company has not provided adequate documentary evidence for purchases of
raw materials, and hence the genuineness and completeness of such transactions could not
be verified.
Reply- The details and documents relating to purchases of raw materials have
been provided to the extent available during the CIRP period. Further, an independent
valuation of the Company ' s assets has already been conducted by the valuers appointed in
accordance with the provisions of the Insolvency and Bankruptcy Board of India (IBBI)
regulations, and the same has been duly considered during the CIRP process.
?‚? Supporting evidence for sales transactions has not been furnished.
Therefore, the occurrence and completeness of revenue could not be confirmed.
Reply- The details and supporting records for sales transactions have been
provided to the extent available during the Corporate Insolvency Resolution Process
(CIRP). The Resolution Professional has relied on the books of accounts and information
maintained by the Company.
?‚? Details and supporting documents for salaries, wages, and other
employee-related benefits are not available for verification. Further, expenses relating
to workmen and staff welfare could not be verified in the absence of adequate supporting
documentation.
Reply- The details and supporting documents for salaries, wages, and other
employee-related benefits have been provided to the extent available during the
Corporate Insolvency Resolution Process (CIRP). Further, expenses relating to workmen
and staff welfare have been reviewed and verified by the Internal Auditor appointed during
the CIRP period, based on the records and information accessible at that time.
?‚? Secretarial Auditor and secretarial Auditor Report
Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Resolution
Professional (RP) had proposed and duly approved the appointment of a Secretarial Auditor
for the financial year. However, despite the formal appointment, the Secretarial Audit
could not be undertaken. This was primarily due to the Company ' s severe financial
constraints during the Corporate Insolvency Resolution Process (CIRP), which rendered it
unable to allocate the necessary funds required for conducting the audit. Consequently,
the Secretarial Auditor was not in a position to commence the audit work.
The Secretarial Audit Report for FY 2024-25 in Form MR-3 is not annexed herewith .
?‚? Cost Auditor
In terms of Section 148 of the Act, the Company is required to maintain cost records
and have the audit of its cost records conducted by a cost accountant. Cost records are
made and maintained by the Company as required under Section 148(1) of the Act. The
Resolution Professional along with Committee of Creditors at its meeting held 05 th April,
2025 appointed M/s Rahul Anand & Associates, Cost Accountant, Cost Auditors to conduct
the Cost Audit for the Financial Year FY 2023-24, FY2024-25 and FY2025-26.
For the financial year ending 31 st March, 2025, the Resolution professional of the
Company has upon approval of Committee of creditors , approved the appointment of M/s
Rahul Anand & Associates, Cost Accountant as the cost auditors of the Company. M/s
Rahul Anand & Associates, Cost Accountant have vast experience in the field of cost
audit.
In accordance with the provisions of Section 148(3) of the Act read with Rule 14 of the
Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the cost auditors
as approved by Committee of creditors has to be ratified by the members of the Company.
The Cost Auditor ' s Report for the financial year ended 31 st March, 2025 could not be
completed due to the delay in the statutory audit for the same financial year.
?‚? OTHER INFORMATION
?‚? Details in respect of frauds reported by Auditors other than those which
are reportable to the Central Government.
The Statutory Auditors, Secretarial Auditors, Cost Auditors or Internal Auditors of the
Company have not reported any frauds to the Resolution Professional under Section 143(12)
of the Companies Act, 2013, including rules made thereunder.
?‚? Stock Options Scheme
The Company does not have any Scheme of Stock Option for its employees, Directors etc.
?‚? Disclosure under Section 43(a)(iii) and Section 54(1) (d) of the
Companies Act, 2013
During the year under review, the Company has not issued any shares with differential
voting rights and sweat equity shares and hence, no information as required under Section
43(a)(iii) & Section 54(1)(d) of the Companies Act, 2013 read with applicable rules is
required to be disclosed.
?‚? Risk Management
The Resolution Professional is continuingly reviewing the Risk management framework of
the Company. The Company regularly put in place a suitable enterprise risk management
framework for identifying and evaluating risks and opportunities that may have bearing on
the organization. The Company recognizes that these risks need to be managed and mitigated
to protect the shareholders and other stakeholder ' s interest.
?‚? Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and outgo
In accordance with Section 134(3)(m) of the Companies Act, 2013, read with the Rule
8(3) of the Companies (Accounts) Rules, 2014, as amended, the information on conservation
of energy, technology absorption and foreign exchange earnings and outgo are annexed as Annexure
- 2 hereto and forms an integral part of this Report.
?‚? Particulars of Employees and Related Disclosures
Disclosures pertaining to remuneration and other details of the employees as required
under Section 197(12) of the Companies Act 2013, read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, are
annexed to this report as Annexure -3.
?‚? Extract of Annual Return
Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company
has placed a copy of the Annual Return as at 31 st March, 2025 on its website at . By
virtue of amendment to Section 92(3) of the Companies Act, 2013, the Company is not
required to provide extract of Annual Return (Form MGT-9) as part of the Board ' s report.
?‚? Management Discussion & Analysis Report
The Management Discussion and Analysis Report on the operations of the Company, as
required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 (hereinafter referred to as " Listing Regulations " ) is provided in a
separate section and forms an integral part of the Annual Report.
?‚? Particulars of Loans, Guarantees or Investments under Section 186
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013 are given in the note no 9, 10 & 11 to the Financial
Statements.
?‚? Corporate Governance Report
The Company has complied with requirements of Regulation 34 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. A report on the Corporate
Governance practices followed by the Company is given as an Annexure-4 to this
report.
?‚? Cost Records
As per the requirement of Central Government and pursuant to provisions of Section 148
of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014 as amended
from time to time, audit of cost records of the Company is not being carried out for the
financial year ended 31 st March, 2025.
For the financial year ending 31 st March, 2024, the Resolution professional of the
Company has upon approval of Committee of creditors in March 2025 in 29 th meeting of
Commiittee of Creditors , approved the appointment of M/s Rahul Anand & Associates,
Cost Accountant as the cost auditors of the Company. M/s Rahul Anand & Associates,
Cost Accountant have vast experience in the field of cost audit.
In accordance with the provisions of Section 148(3) of the Act read with Rule 14 of the
Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the cost auditors
as approved by Committee of creditors has to be ratified by the members of the Company.
The Cost Auditor ' s Report for the financial year ended 31 st March, 2025 could not be
completed due to the delay in the statutory audit for the same financial year.
?‚? Disclosure under the Sexual Harassment of Women at Work Place
(Prevention, Prohibition and Redressal) Act, 2013.
The Company has laid down Anti Sexual Harassment policy on Gender Equality, Gender
Protection, and Prevention of Redressal System in line with the requirements of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An
Internal Complaints Committee (ICC) has been set up to redress complaints received
regarding sexual harassment. All employees (permanent, contractual, temporary,
Apprenticeship) are covered under this policy. The following is a summary of sexual
harassment complaints received and disposed of during the year under review-
?‚? No. of complaints received: Nil
?‚? No. of complaints disposed of: NA
?‚? No. of Complaints at the end: NIL
?‚? Secretarial Standards
The Company has in place proper systems to ensure compliance with the provisions of the
applicable secretarial standards issued by the Institute of Company Secretaries of India
and such systems are adequate and operating effectively.
?‚? CAUTIONARY NOTE
Certain Statements in the 'Management Discussion and Analysis' section may be forward-
looking and are stated as required by applicable laws and regulations. Many factors may
affect the actual results, which would be different from what the Resolution Professional
envisage in terms of the future performance and outlook. Investors are cautioned that this
discussion contains forward looking Statement that involve risks and uncertainties
including, but not limited to, risks inherent in the Company's growth strategy, dependence
on certain businesses, dependence on availability of qualified and trained manpower and
other factors discussed. The discussion and analysis should be read in conjunction with
the Company's financial statements and notes on accounts.
?‚? OTHER DISCLOSURES
?‚? During the financial year 2024-25, the Company has not made any application.
THE Hon ' ble National Company Law Tribunal, Delhi Bench, ( " NCLT " ) vide
its order dated July 28, 2023 ( " Order " ), pronounced on August 01, 2023, has
admitted the application filed by Canara Bank ( " Financial Creditor " ) under
Section 7 of the Insolvency and Bankruptcy Code, 2016, read with rules and regulations
framed thereunder ( " the Code " ) and accordingly the corporate insolvency
resolution process ( " CIRP " ) has commenced of the Company, CMI Limited (
" Company " ) with effect from July 28, 2023. Furthermore, the Hon ' ble
National Company Law Tribunal, Delhi Bench, ( " NCLT " ) has also approved the
appointment of Mr. Deepak Maini as the Interim Resolution Professional
("IRP")/Resolution Professional ( " RP " ) to conduct the CIRP of the
Company admitted under section 7 of the Insolvency and Bankruptcy Code 2016.
?‚? There were no instances where the Company required the valuation for one
time settlement or while taking the loan from the Banks or Financial institutions.
?‚? The Company has not issued shares with differential voting rights and sweat
equity shares during the year under review.
?‚? ACKNOWLEDGEMENT
The Resolution Professional, wish to place on record their gratitude to the
Authorities, Banks, Business Associates and Shareholders for their unstinted support,
assistance and co- operation. The Resolution Professional place on record their deep
appreciation to employees at all levels for their hard work, dedication and commitment.
New Delhi
Date: 27.11.2025
Powers of the board are suspended from the Insolvency
Commencement Date Taken on record by Deepak Maini Resolution Professional
CMI Limited (Reg. No. IBBI/IPA-001/IP-P00676/2017- 2018/11149)