Noble Explochem Ltd Directors Report

To

The Members

The Resolution Professional present herewith the Thirty Seventh Annual Report together with the Statement of Accounts for the year ended 31^st March, 2019

Financial Results:

(Rs. in lakhs)

Particulars	2018 2019	2017 2018
Income:
Other Income	21.70	3.67
Less: Expenses	119.93	58.36
Gross Profit/(Loss) before depreciation/ Interest and Tax	(98.22)	(54.69)
Less : Interest and Finance Charges	0	0
Profit/ (loss) before Tax	(98.22)	(54.69)
Add/Less: prior period adjustment	0	0
Less : Extra Ordinary Items	0	0
Less: Provision for Income tax /Def. Tax release	0	0
Net Profit/(Loss) for the year	(98.22)	(54.69)

Dividend

In view of incurring of losses, no dividend is proposed for the year under report.

Transfer to General Reserves:

The Companys production is held up this financial year also. There was no turnover hence company is incurring losses. Therefore, it is not proposed to transfer any amount to General Reserves.

Material Changes during the period of Financial Statements and Boards Report Date:

The Company is under the Insolvency Resolution Process ordered by National Company Law Tribunal (NCLT). Initially Shri Manoj Sehgal, Chartered Accountant, from Gurugram, was appointed as Resolution Professional. But in the month of March 2019, the NCLT, on the reference of Financial Creditors, changed the Resolution Professional and at present Ms. Prajakta Menezes, Mumbai is having the charge of Resolution Process and the Insolvency Resolution process is at final stage.

Directors

The Company is under the Corporate Insolvency Resolution Process through Resolution Professional Ms. Prajakta Menenzes. Therefore, as per the provisions of IBC, the power of the Board of Directors has been suspended

The RP has appointed Ms. Vinda Warhadpande as CEO for the purpose of day to day and administrative as well as compliance under various provisions of the laws.

Declaration from directors and Independent Directors:

The Company has not received any declarations from Directors or independent Directors as the Boards powers has been suspended for the Insolvency Resolution process.

Board Meetings:

During the year under review the Board meets one time, the details of which are given in the Corporate Governance Report, which forms part of this report.

Policy on Appointment and Remuneration to Directors

The current policy of the Company on appointment and remuneration of Directors is to have an appropriate mix of Executives, non-executives and Independent Directors on the Board of the Company. As on 31^st March 2018, the Company has 6 Directors on the Board of Directors of which, 3 are executive Directors and three are Independent Directors. More details are given in the Corporate Governance Report which is part of this Report.

Directors Responsibility Statement

Pursuant to the provisions of Section 134 (5) of the Companies, Act, 2013, the Board confirm and submit-

(i) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) That the Directors had selected such accounting policies and applied them consistently and 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 at the end of the financial year and of the loss of the Company for that period;

(iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors had prepared the annual accounts on a going concern basis.

(v) That being the listed Company, the directors, had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating efficiently.

(vi) That the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating efficiently. (Above Directors responsibility statement given as a standard compliance but powers of the Board are suspended for the purpose of Insolvency Resolution Process.)

Listing:

The Equity Shares of the Company are listed on the Bombay Stock Exchange Limited (BSE). The trading of the Shares has been suspended by the BSE due to non-compliance of certain provisions of SEBI (LODR) Regulations, 2015. Company and the management are under the process to complete the formalities of compliances and regularise the trading again.

Corporate Governance

Pursuant to Rule 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Reports on Management Discussion & Analysis and on Corporate Governance along with a certificate from the Auditors and CEO / CFO are attached hereto and form part of this report.

Share Capital:

There was no change in the authorised share capital or Paid Up Share Capital of the company during the year under review.

The Company has not announced any scheme of following issues

1. Employees Stock Option Scheme

2. Issue of Bonus Shares

3. Issue of Rights Shares

4. Issue of Securities by Private Placement

5. Issue of any other securities

Auditors Report

The Auditors Report is self-explanatory except the following qualifications mentioned in the report:

a) As explained in Note No. 20 of Notes to Accounts the expenses aggregating Rs. 4.61 lacs for the Year 2018-19 have not been provided due to which current year loss is under slated by Rs 4.61 lacs.

b) Calls in arrears are unreconciled to the extent of Rs 2.25 lacs.

c) No provision has been made for loans and advances amounting to Rs. 110.51 lacs, which are prima facie doubtful of recovery and in our opinion current years loss and accumulated losses of the company are under stated by provision of such doubtful advances.

d) Depreciation on tangible and intangible assets (as per Schedule 11 of Companies Act, 2013) has not been provided due to discontinuing operation of the company since December 2006 as the relevant assets are not in use.

e) Deferred Tax Assets (Net) as per IND AS - 12 (previously as per Accounting Standard 22 regarding "Accounting for Taxes on Income) has not been recognized in view of consistent losses in the past and of uncertainty regarding estimation of future profit with reasonable certainty.

f) As explained in Note No 21 the liability on account of non-fulfillment of export obligation has not been considered, since the same has remained ascertained and unaccounted for.

g) The Company is not regular in depositing statutory dues with appropriate authorities and substantial amount of statutory dues has become overdue and remain unpaid. Total statutory dues outstanding are Rs. 96.86 Lacs.

h) As explained, companys production activity is closed, most of the provisions of applicable laws like, Gratuity Act, Labor laws, Environment Lows Specific Industry related laws etc., are not complied with.

i) Internal auditor for the financial year under review has not been appointed by the company as required under section 138 of the Companies Act, 2013 and also the company has not appointed Key Managerial Person (KMP) in form of Company Secretary in whole time in employment and Chief Financial Officer. However, as explained to us by the management that company production activity has been fully stopped from the year 2006-2007. There is no sale or purchase activity since then. Only Administrative activity is continued at Registered Office of the company. The Present size of the working is limited only up to administrative work and necessary staff is maintained by the Company.

j) Attention is also invited in respect of the share application money received of Rs. 622.50 Lacs by the Company which is pending for allotment, in terms of Section 73 read with Companies (Acceptance of Deposits) Amendment Rules, 2015.

k) In absence of documents/ details are not made available to us, we are unable to comment whether any sums require to be transfer to the Investor Education and Protection Fund or not and period of delay thereon.

l) The balance of other current assets, trade payables, unsecured loans and other current liabilities includes balance remaining outstanding for a substantial period. The balances are subject to confirmation and reconciliation. The reported financials might have consequential impact which remains unascertained.

m) As informed to us by the Board of Director, Company has neither provided nor paid any interest on outstanding dues to MSME Creditors in the past years and current year Refer Note No. 13 Trade payables - disclosure in accordance with section 22 of Micro, Small and Medium Enterprises Development Act, 2006. n) Rental expense for the office premises is not provided as per the rent agreement. There is shortage in booking of rent by Rs. 55,352.

On these points the Board submit the following explanation:

a) Contingent liabilities amount increases by Rs. 4.61 Lacs for Mar 19 as compared to Mar 18. It comprises of Rs. 4.05 Lacs of employee claims not accounted for in the books of accounts and Rs.0.55 Lacs for difference in rent as per the rent agreement which was under stated in the books of accounts.

b) The Calls in arrears for Rs. 2.25 Lacs remains to be un-reconciled due to non- availability of requisite old data from Registrar and Share Transfer Agents. c) No provision has been made for loans and advances amounting to Rs. 110.51 lacs, which are prima facie doubtful of recovery and in auditors opinion current years loss and accumulated losses of the company are under stated.

d) Depreciation on tangible and intangible assets (as per Schedule 11 of Companies Act, 2013) has not been provided due to discontinuing operation of the company since December 2006 as the relevant assets are not in use.

e) Deferred Tax Assets (Net) as per IND AS - 12 (previously as per Accounting Standard 22 regarding "Accounting for Taxes on Income) has not been recognized in view of consistent losses in the past and of uncertainty regarding estimation of future profit with reasonable certainty.

f) In respect of non-fulfillment of export obligation, the Management 0f the Company had made an application to the Export Department, for the extension of time of 5 years from the date of sanction of Rehabilitation Scheme by the BIFR for fulfillment of export Obligation promised.

g) Due to discontinued operations and cash flow crunches, the Company is not regular in depositing statutory dues with appropriate authorities and statutory dues has become overdue and remain unpaid.

h) As Companys production activity is closed, most of the provisions of applicable laws like, Gratuity Act, Labor laws, Environment Lows Specific Industry related laws etc., are not complied with.

i) Internal auditor for the financial year under review has not been appointed by the company as required under section 138 of the Companies Act, 2013 and also the company has not appointed Key Managerial Person (KMP) in form of Company Secretary in whole time in employment and Chief Financial Officer. However, as the company production activity has been fully stopped from the year 2006-2007 and there are no sale or purchase activities. Presently only administrative activities are carried out and to that extent necessary staff is maintained by the Company.

j) The Share Application Monies were received from the Strategic Investor and Promoters as per the scheme finalized and submitted by to the BIFR. As per the DRS, the Promoters and Strategic Investors would have held certain number of shares and percentage holding in the Company, subject to the approval of scheme by the BIFR. Now that the BIFR repeal act has been notified and the Companys matter before the BIFR stands abated.

Statutory Auditors:

M/s D P Sarda & Co., Chartered Accountants, (FRN 117227W) Nagpur , who were appointed as Statutory Auditors of the Company in the 36^rd Annual General Meeting of the Company for five financial years. The RP has proposed for ratification of appointment.

Secretarial Audit:

The RP has appointed M/s P. S. Channe & Associates, Company Secretaries, Nagpur, as Secretarial Auditors to conduct the Secretarial Audit and Report thereon. Accordingly the Company has received the said report and the said Report is being attached with this Directors Report which is self-explanatory except the following qualifications mentioned in the report:

1. The Bombay Stock Exchange Limited, (where the Companys Securities are listed) had issued show cause notices to the Company, for non-compliance of various clauses under SEBI (LODR) Regulations, 2015. Further the BSE had suspended the trading of securities of the Company for non-payment of Annual Listing Fees and other penalties for non-compliances of certain clauses. The BSE had also issued a Show Cause Notice for delisting of Securities for non-compliances of certain provisions of SEBI LODR Rules. The present RP has made representation before De-listing committee requesting not to de-list the Company undergoing resolution process and has made bona fide payment of Annual Listing Fees for the year 2019-20.

2. That the Company has not appointed KMP in form of Company Secretary in whole time in employment and Chief Financial Officer.

3. That Company has not appointed Internal Auditor for the financial year under review.

4. That, company has not received any declaration from directors in respect of interest or concern in other entities and disclosures regarding non-disqualification of Directors are also not submitted by the Directors.

5. Certain forms [like MGT 14 and DPT 3, INC 22A etc.) as required under the various applicable provisions of the Companies act, 2013 and rules made there under have not been filed by the Company.

6. During the financial year under audit, one meeting of Board of Directors had been held on 30^th May 2018 which was before the commencement of IRP process. Thereafter, no board meeting, committee meetings were held as whole charge and power of board is with Resolution Professional.

7. In absence of data required with respect to amount to be transfer to Investor Education and Protection Fund we are unable to comment on this matter.

8. That the Factory Licence under Factories Act, has not been renewed and withheld by the concerned Authorities.

9. That the Company has not renewed its licenses in respect of Explosives, Chemicals and Boilers.

10. That the pollution related Compliance is not complied with.

11. Since the Companys production activity is suspended, most of the provisions of applicable Laws like, Labour Laws,

Environmental Laws Specific Industry related laws etc. are not complied with.

12. Various cases are pending in various courts, against the Company, the results of which may affect adversely to the

Company.

13. Though there is no charge creation has been registered with the RoC. It is observed that one of financial creditor has tried to file form for charge creation. Management of the company have some issues and filed case to oppose the registration process. 14. Secretarial Standard for meeting issued by ICSI, New Delhi has not been followed.

15. The Share application money amounting approximately to Rs. 6.23 Cr. is shown in the Balance Sheet pending for allotment.

The management review/explanation to above observations is given below:

1. The Company had received notice from BSE in respect of non-payment of Annual Listing Fees. The fees was paid late due to non-availability of funds in time. Due to non-availability of funds, the company could not pay the annual listing fees of BSE. The RP represent before the Stock Exchange and made bonafide payment of listing fees to prevent company from De-listing.

2. The Company has not appointed Company Secretary in full time employment nor appointed Chief Financial Officer, because the Company is sick Company as declared by the Honble BIFR and the production activity is also stopped since the financial year 2006-07. The scope of financial transactions is very limited and small in size. The Company has appointed one person as Manager to look after the financial transactions of the Company. Also the Company has made necessary arrangement to look after the secretarial compliance work on regular basis.

3. The Companys production activity has been fully stopped from the year 2006-07. There is no sale or purchase activity since then. Only administrative activity is continued at Registered Office of the Company. The present size of the working is limited only up to administrative work and necessary staff is maintained by the Company. Hence no Internal Auditor appointed. But the Company is having sufficient capacity and work force to handle the work properly.

4. Since the Company is under the Insolvency Resolution process and the Honble NCLT has appointed Ms. Prajakta Menezes. As a result, the board power has been suspended. Hence the Directors declarations was not taken on record.

5. Certain forms like INC 22A were not filed with the RoC as there are certain non-compliances in respect of appointment of KMP. Other forms are not filed as there was no any activity that requires to file the forms.

6. The company has been declared as sick and Insolvency Resolution process was commenced from 14^th May 2018 and Insolvency Resolution Professional was appointed. Therefore all the powers of the Board has been suspended and vested into RP. Hence no meeting of Board or Committee was held during the year.

7. There is no funds as such that requires to be transferred to Investors Education and Protection Fund.

8. The Companys business activity has been held up since 2006. Therefore all the requirement under various acts have been not complied and licences required under various laws has not been renewed by the concerned government department due to non business activities.

9. The Share Application Monies were received from the Strategic Investor and Promoters as per the scheme finalised and submitted by the OA to the BIFR. As per the DRS, the Promoters and Strategic Investors would have held certain number of shares and percentage holding in the Company, subject to the approval of scheme by the BIFR. Now that the BIFR repeal act has been notified and the Companys matter before the BIFR stands abated and a fresh rehabilitation scheme has to be finalised, the management is accordingly under discussions for allotment of shares, subject to the necessary approvals. The amount of Share application money was old balance pending for allotment on the order of BIFR. But as the BIFR Act was repealed and the BIFR has been abated. Therefore the Company was in search of prospective investor who could invest the funds in the company and it will be possible to the Company to issue and allot shares.

10. The Companys production has been stopped since financial year 2006-07 and manufacturing activity or related work is also discontinued. Hence there is no as such compliance relating to pollution control.

11. The Company has completed the procedure of renewal of Factory and other related licenses. But the concerned department has not renewed the license stating there is no production activity and will be renewed as soon as the production activity will commence.

Corporate Social Responsibility

The provisions of Corporate Social Responsibility are not applicable to the Company.

Particulars of employees:

The Company does not have any employee whose particulars are required to be given pursuant to the provisions of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Conservation of energy, technology absorption and foreign exchange earnings & outgo:

As required under Section 134 (3) (m) of the Companies Act, 2013, read with the Companies (Accounts) Rules 2014, conservation of energy, Technology absorption and foreign exchange earnings and outgo are nil as there were no operation during the year under review. Only administrative office was working.

Details of Frauds as per Auditors Report:

There is no fraud in the Company during the Financial Year 2017-18. The Auditors report also clarified that no fraud was reported in the company during the year under review

Particulars of Transaction with Related Parties:

During the year under review, there is no such transaction with related parties which requires the approval of members in general meeting or Board meetings of the Company

Prevention of Sexual Harassment

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under for prevention and redressal of complaints of sexual harassment at workplace. The Company is committed to providing equal opportunities without regard to their race, caste, sex, religion, colour, nationality, disability, etc. All women associates (permanent, temporary, contractual and trainees) as well as any women visiting the Companys office premises or women service providers are covered under this Policy. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological.

Material Changes and Commitments:

There have been no material changes or commitments that will affect the financial position of the Company, during the financial year under review.

Development and Implementation of Risk Management Policy:

The management has taken all necessary steps for the risk management development and implementation.

Joint Venture, Subsidiary or associate Companies:

The Company has no any subsidiary or associate Company or not entered in to any joint venture with other bodies corporate during the year under review.

Deposits:

The Company has not taken any deposits from any person/bodies corporate etc. during the year under review. There are certain amount under the heading share application money over the period of 60 days from receipt, which is pending for allotment subject to the order of BIFR/NCLT.

Orders passed by Courts/Regulators/tribunals:

The NCLT Mumbai bench, passed the order under section 9 of IBC and Insolvency Resolution Professional was appointed. The process is on the final stage.

Acknowledgements:

The Board expresses its sincere gratitude to the shareholders, bankers and clients for their continued support. The Board also wholeheartedly acknowledges the dedicated efforts of all the staff and employees of the Company.

Place: Nagpur	By order of the Insolvency Resolution Professional
Date: 15th November 2019	Sd/-
	Vinda M. Warhadpande
	CEO for CIRP
	DIN: 06973719