| Textual Information(1) |
NOTES: 1. The Statement of Financial Results has been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs pursuant to Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015, the Companies (Indian Accounting Standards) Amendment Rules, 2016 and in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, SEBI circular dated July 05, 2016 and other accounting principles generally accepted in India. 2. The above Un-Audited Standalone Financial Results of the Company for the quarter ended 30th June, 2026 have been considered and approved in the meeting of the Monitoring Committee held on 14th August, 2026. The Statutory Auditors of the Company have carried out a Limited Review of the said results. 3. The Company had issued convertible bonds aggregating to Rs.13 crores to Micro Capitals Private Limited. Upon occurrence of an event of default in relation to the conversion of the said convertible bonds, the conditions stipulated in the relevant agreement were triggered, pursuant to which the Company became liable to pay an amount of Rs.67,11,69,217/-. The said default occurred on 1 April 2021 during the COVID-19 pandemic, a period in which the Company was facing severe financial stress and hardship. Consequently, Micro Capitals Private Limited, in its capacity as Financial Creditor, filed an application under Section 7 of the Insolvency and Bankruptcy Code, 2016 (IBC) for initiation of Corporate Insolvency Resolution Process (CIRP) against the Company for the aforesaid default amount of Rs.67,11,69,217/-. The Hon’ble National Company Law Tribunal (NCLT), Mumbai Bench, admitted the said application vide order dated 24 January 2023 in C.P. (IB) No. 748(MB)/2022. Pursuant to the aforesaid order, Mr. Dharmendra Dhelariya (IBBI Registration No. IBBI/IPA-001/IP-P00251/2017-18/10480) was appointed as the Interim Resolution Professional (IRP) under Section 13(1)(c) of the IBC. Further, a moratorium under Section 14 of the IBC was declared by the Hon’ble NCLT. During the CIRP period, the Company continued its operations as a going concern. Thereafter, in the first meeting of the Committee of Creditors (CoC), Mr. Dharmendra Dhelariya was confirmed and appointed as the Resolution Professional (RP) of the Company. 4. The Resolution Plan submitted by Micro Capitals Private Limited (the sole Resolution Applicant), as approved by the Committee of Creditors in its 7th meeting held on 17 October 2023 with 77.97% voting share, was filed for approval before the Hon’ble NCLT under Section 30(6) of the IBC read with Regulation 39(4) of the CIRP Regulations. The Hon’ble NCLT, Mumbai Bench, vide order dated 24 March 2025 in I.A. (IBC) (PLAN) No. 04 of 2024 in C.P. (IB) No. 748(MB)/2022, rejected the said application. Aggrieved thereby, Micro Capitals Private Limited (the Successful Resolution Applicant) and the Resolution Professional preferred Company Appeal (AT) (Insolvency) No. 714 of 2025 and Company Appeal (AT) (Insolvency) No. 721 of 2025 respectively before the Hon’ble National Company Law Appellate Tribunal (NCLAT), New Delhi. The application seeking initiation of liquidation, filed consequent upon the said rejection, does not survive in view of the subsequent approval of the Resolution Plan. 6. The Hon’ble NCLAT, Principal Bench, New Delhi, vide judgment dated 30 June 2026 in Company Appeal (AT) (Ins.) Nos. 714 & 721 of 2025, allowed both the appeals, set aside the order dated 24 March 2025 passed by the Hon’ble NCLT, allowed I.A. (IBC) (PLAN) No. 04 of 2024 and approved the Resolution Plan of the Company submitted by Micro Capitals Private Limited, and directed the Adjudicating Authority to pass consequential orders within a period of one month. The adverse observations recorded against the Resolution Professional in the order dated 24 March 2025 were also found lacking in merit. 7. Pursuant thereto, the Hon’ble NCLT, Mumbai Bench, vide consequential order dated 5 August 2026 in I.A. (PLAN) No. 4 of 2024 in C.P. (IB)/748(MB)/2022, has inter alia ordered that: (a) the Resolution Plan, as approved by the CoC and the Hon’ble NCLAT, shall be binding on the Company, its employees, members, creditors (including the Central Government, any State Government or any local authority), guarantors and other stakeholders involved in the Resolution Plan; (b) in terms of the judgment of the Hon’ble Supreme Court in Ghanshyam Mishra and Sons Private Limited vs. Edelweiss Asset Reconstruction Company Limited [(2021) 9 SCC 657], all claims which are not a part of the Resolution Plan stand extinguished and no person is entitled to initiate or continue any proceedings in respect of a claim which is not part of the Resolution Plan; (c) the Memorandum of Association and Articles of Association shall be amended and the share capital of the Company shall stand reorganised in the manner provided in the Resolution Plan; (d) the moratorium under Section 14 of the IBC ceased to have effect from the date of the said order; (e) recoveries, if any, pursuant to the avoidance application allowed vide order dated 1 August 2025 shall be dealt with in accordance with the approved Resolution Plan and the decision of the CoC; and (f) the Monitoring Committee shall supervise the implementation of the Resolution Plan and file the status of its implementation before the Hon’ble NCLT from time to time until the Plan is fully implemented. 8. The total financial outlay under the approved Resolution Plan is Rs.301.00 Lakhs, comprising (i) Rs.265.00 Lakhs payable to the Financial Creditors (against admitted financial debt of Rs.9,559.82 Lakhs i.e. Rs.95,59,82,050.50) within 180 days, with the dissenting financial creditor to be paid in priority in terms of Section 30(2)(b) of the IBC read with Regulation 38(1)(b) of the CIRP Regulations; (ii) Rs.1.00 Lakh payable to the Operational Creditors; and (iii) CIRP costs of Rs.35.00 Lakhs. The Resolution Plan further provides for reorganisation of the share capital of the Company, including reduction of capital and fresh subscription of 3,00,00,000 equity shares of Rs.1/- each at par aggregating to Rs.300.00 Lakhs, and for infusion of working capital of up to Rs.500.00 Lakhs within six months and an additional Rs.500.00 Lakhs within twelve months of approval of the Resolution Plan. 9. The Resolution Plan was approved by the Hon’ble NCLAT on 30 June 2026, being the last day of the quarter, and the consequential order of the Hon’ble NCLT was passed on 5 August 2026, subsequent to the end of the quarter. Implementation of the Resolution Plan, including payment to creditors, settlement/extinguishment of claims and reorganisation of the share capital, is in progress under the supervision of the Monitoring Committee as at the date of approval of these results. Accordingly, the financial effects of the Resolution Plan — including derecognition/write-back of liabilities in excess of the amounts payable thereunder (which is expected to result in a material exceptional gain) and the reorganisation of the share capital — have not been given effect to in these results and shall be recognised on implementation of the Resolution Plan. These results have accordingly been prepared on a going concern basis. 10. As per the requirements of Ind AS-108, no disclosure is required as the Company is operating in a Single Business Segment. 11. A search was conducted by the Income Tax Department u/s 132 in the office premises of the Company during the FY 2019-20. The Company has disputed Income Tax demand of Rs.2,669.23 Lakhs against the orders passed u/s 143(3) r.w.s. 153A/143(3) for the A.Y. 2014-15 to A.Y. 2020-21 and had filed appeals before the CIT (Appeals) for the said disputed demand for the respective assessment years. In view of Note 6 above, such claims, not being part of the approved Resolution Plan, stand extinguished in terms of the law laid down in Ghanshyam Mishra (supra); accordingly, no provision has been considered necessary in these financial results. 12.The Company had received a notice of demand of Rs.1,035.05 Lakhs including interest and penalty under MVAT on account of VAT liability on the leasing of cinematographic films, which was being contested by the Company. In view of Note 6 above, such claims, not being part of the approved Resolution Plan, stand extinguished; accordingly, no provision has been considered necessary in these financial results. 13. The Company had received a demand of Rs.734.06 Lakhs (excluding interest and penalty) under Section 142 of the Customs Act, 1962 on account of non-adherence of the EPCG Scheme, against which the Company had made a deposit of Rs.38.07 Lakhs with the Customs Department during the FY 2019-20 and the Customs Department had frozen/attached various assets and bank accounts. The Hon’ble NCLAT, in its judgment dated 30 June 2026, has held that the claims of Income-Tax, Customs and SEBI are to be dealt with as unsecured operational creditors in accordance with Section 53(1)(e)(i) of the IBC. In view of Note 6 above, such claims, not being part of the approved Resolution Plan, stand extinguished; accordingly, no provision has been considered necessary in these financial results. 14. The Company has ongoing legal cases before the Hon’ble Bombay High Court and the Debt Recovery Tribunal (Mumbai). In view of the approval of the Resolution Plan and the extinguishment of claims not forming part thereof as referred to in Note 6 above, no provision has been considered necessary in these financial results. 15. Pursuant to a letter issued by National Stock Exchange of India Limited dated 27th October 2020, trading in the securities of KSS Limited has been suspended w.e.f. November 27, 2020 due to non-compliance with Regulation 76 of the SEBI (Depositories and Participants) Regulations, 2018 for two consecutive quarters i.e. March 31, 2020 and June 30, 2020. Till the date of this report, trading in the securities of the Company remains suspended. 16. These Un-Audited Financial Results have been signed by Mr. Dharmendra Dhelariya, Erstwhile Resolution Professional, in his capacity as Chairman of the Monitoring Committee constituted in terms of the approved Resolution Plan read with the consequential order of the Hon’ble NCLT dated 5 August 2026, in good faith, solely for the purpose of compliance and discharge of duties under the Insolvency and Bankruptcy Code, 2016. 17. Previous period's figures have been reclassified/regrouped, wherever necessary, to correspond with those of the current period. 18. Investors can view the Financial Results of the Company at the Company's website www.kserasera.com or at the websites of BSE (www.bseindia.com) and NSE (www.nseindia.com). |