To, The Members,
Your Directors present the 31st Annual Report on the Business and Operations
of the Company along with the Audited Statement of Accounts for the Financial Year ended
on 31st March, 2023.
1. FINANCIAL RESULT:
The financial performance of the Company for the Financial Year ended on 31st March,
2023 and for the previous financial year ended on 31st March, 2022 is given
below:
(Rs. In Lakhs)
Particulars |
2022-23 |
2021-22 |
Revenue from Operations |
0.00 |
3.07 |
Other Income |
0.00 |
8.44 |
Total Income |
0.00 |
11.51 |
Total Expenses |
238.09 |
43.66 |
Profit/ (Loss) Before Exceptional and Extra Ordinary Items and Tax |
(238.09) |
(32.15) |
Exceptional Items |
0.00 |
0.00 |
Profit/ (Loss) before Extra -Ordinary Items and Tax/ Profit Before
Tax |
(238.09) |
(32.15) |
Tax Expense: Current Tax |
0.00 |
0.00 |
Deferred Tax |
0.00 |
0.00 |
Total Tax expense |
0.00 |
0.00 |
Profit / (Loss) for the Period |
(238.09) |
(32.15) |
Earnings Per Share (EPS) |
|
|
Basic |
(2.32) |
(0.31) |
Diluted |
(2.32) |
(0.31) |
2. OPERATIONS:
Total revenue from operations for Financial Year 2022-23 is Nil compared to the total
revenue from operations of Rs. 11.51Lakhs of previous Financial Year. The Company has
incurred Loss before tax for the Financial Year 2022-23 of Rs. (238.09) Lakhs as compared
to Loss before tax of Rs. (32.15) Lakhs of previous Financial Year. Net Profit / Loss
after Tax for the Financial Year 2022-23 is Rs. (238.09) Lakhs as against Net Loss after
tax of Rs. (32.15) Lakhs of previous Financial Year. The Directors are continuously
looking for the new avenues for future growth of the Company and expect more growth in the
future period.
3. CHANGE IN NATURE OF BUSINESS, IF ANY:
During the Financial Year 2022-23 there was no changes in nature of Business of the
Company.
4. ANNUAL RETURN:
Pursuant to Section 92(3) read with Section134(3)(a) of the Act, the Annual Return as
on March 31, 2023 is available on the Company's website.
5. DIVIDEND:
To conserve the resources for future prospect and growth of the Company, your Directors
do not recommend any dividend for the Financial Year 2022-23 (Previous year - Nil).
6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining
unpaid or unclaimed for a period of seven years shall be transferred to the Investor
Education and Protection Fund (IEPF). During the year under review, there was
no unpaid or unclaimed dividend in the Unpaid Dividend Account lying for a
period of seven years from the date of transfer of such unpaid dividend to the said
account. Therefore, there were no funds which were required to be transferred to Investor
Education and Protection Fund.
7. TRANSFER TO RESERVES:
The loss of the Company for the Financial Year ending on 31st March, 2023 is
transferred to Profit and Loss account of the Company under Reserves and Surplus (i.e.
Other Reserves).
8. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF
THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE
FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT:
There are no material changes and commitments, affecting the financial position of the
Company.
9. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS:
There are no significant material orders passed by the Regulators or Courts or
Tribunal, which would impact the going concern status of the Company and its future
operation.
10. BOARD MEETINGS ANDATTENDANCE:
The Directors of the Company met at regular intervals at least once in a quarter with
the gap between two meetings not exceeding 120 days to take a view of the Company's
policies and strategies apart from the Board Matters.
During the year under the review, the Board of Directors met 12 (Twelve) times viz 16th
April, 2022, 30th May, 2022, 14th June, 2022, 27th July,
2022, 12th August, 2022, 22nd August, 2022, 8th
September, 2022, 14th October, 2022, 11th November, 2022, 12th November,
2022, 28th December, 2022 and 6th February, 2023.
11. DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134 (3) (c) and Section 134(5) of the
Companies Act, 2013, to the best of their knowledge and belief the Board of Directors
hereby submit that:
a. In the preparation of the Annual Accounts, for the year ended on 31st
March, 2023 the applicable accounting standards have been followed and there are no
material departure from the same,
b. 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 financial year and of the
profit of the Company for the financial year ended on 31st March , 2023
c. The directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities,
d. The Directors had prepared the Annual Accounts on a going concern basis,
e. The Directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are operating
effectively and f. The Directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
12. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The provisions of section 135 of the Companies Act, 2013 is not applicable to your
Company as the Company does not fall under the criteria limits mentioned in the said
section of the Act.
Hence, the Company has not taken voluntary initiative towards any activity mentioned
for Corporate Social Responsibility.
13. COMMENT ON AUDITORS'REPORT:
There were no qualifications, reservations, adverse remarks or disclaimer made by the
Auditors in their report on the financial statement of the Company for the financial year
ended on 31st March, 2023. Maintenance of cost records as specified under
Companies Act, 2013 is not applicable to the Company.
14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT,2013:
The details of loans, investment, guarantees and securities covered under the
provisions of section 186 of the Companies Act, 2013 are provided in the financial
statement.
15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
All transactions to be entered by the Company with related parties will be in the
ordinary course of business and on an arm's length basis. However, the Company has not
entered into any related party transaction, as provided in Section 188 of the Companies
Act, 2013, with the related party. Hence, Disclosure as required under Section 188 of the
Companies Act, 2013 is not applicable to the Company.
16. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has in place adequate internal financial controls with reference to
financial statement across the organization. The same is subject to review periodically by
the internal audit cell for its effectiveness. During the financial year, such controls
were tested and no reportable material weaknesses in the design or operations were
observed. The Statutory Auditors of the Company also test the effectiveness of Internal
Financial Controls in accordance with the requisite standards prescribed by ICAI. Their
expressed opinion forms part of the Independent Auditor's report.
Internal Financial Controls are an integrated part of the risk management process,
addressing financial and financial reporting risks. The internal financial controls have
been documented, digitized and embedded in the business processes.
Assurance on the effectiveness of internal financial controls is obtained through
management reviews, control self-assessment, continuous monitoring by functional experts.
We believe that these systems provide reasonable assurance that our internal financial
controls are designed effectively and are operating as intended. During the year, no
reportable material weakness was observed.
Particulars |
Amount (in Rs.) |
1. Balance at the beginning of the year |
12,64,000 |
2. Current Year's Profit/ (Loss) |
(2,38,09,000) |
3. Amount of Securities Premium and other Reserves |
0 |
Total |
(2,25,45,000) |
18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO:
The details of conservation of energy, technology absorption etc. as required to be
given under section 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts)
Rules, 2014, is not given as the Company has not taken any major step to conserve the
energy etc. Further, there was no foreign exchange earnings and outgo during the financial
year 2022-23 (Previous Year Nil).
19. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report as required under Regulation 34 and Schedule
V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an
integral part of this Report, and provides the Company's current working and future
outlook as per Annexure - 1.
20. DISCLOSURES RELATING TO HOLDING, SUBSIDIARY, ASSOCIATE COMPANY AND JOINT VENTURES:
The Company does not have any Holding, Subsidiary, Associate Company and Joint Venture.
21. SECRETARIAL STANDARDS:
During the year under review, the Company has complied with the applicable Secretarial
Standards issued by The Institute of Company Secretaries of India (ICSI). The Company has
devised proper systems to ensure compliance with its provisions and is in compliance with
the same.
22. STATEMENT ON ANNUAL EVALUATION MADE BY THE BOARD OF DIRECTORS:
The Board evaluated the effectiveness of its functioning, that of the Committees and of
individual Directors, pursuant to the provisions of the Act and SEBI Listing Regulations.
The Board sought the feedback of Directors on various parameters including:
Degree of fulfillment of key responsibilities towards stakeholders (by way of
monitoring corporate governance practices, participation in the long-term strategic
planning, etc.); Structure, composition, and role clarity of the Board and Committees;
Extent of co-ordination and cohesiveness between the Board and its Committees;
Effectiveness of the deliberations and process management; Board / Committee culture and
dynamics; and Quality of relationship between Board Members and the Management.
The above criteria are broadly based on the Guidance Note on Board Evaluation issued by
the Securities and Exchange Board of India on January 5, 2017.
The Chairman of the Board had one-on-one meetings with each Independent Director and
the Chairman of NRC had one-on-one meetings with each Executive and Non-Executive,
Non-Independent Directors. These meetings were intended to obtain Directors' inputs on
effectiveness of the Board/ Committee processes.
In a separate meeting of Independent Directors, performance of Non-Independent
Directors, the Board as a whole, and the Chairman of the Company was evaluated, taking
into account the views of Executive Directors and Non-Executive Directors.
The Nomination and Remuneration Committee reviewed the performance of the individual
directors and the Board as a whole.
In the Board meeting that followed the meeting of the independent directors and the
meeting of Nomination and Remuneration Committee, the performance of the Board, its
committees, and individual directors was discussed.
The evaluation process endorsed the Board Members' confidence in the ethical standards
of the Company, the resilience of the Board and the Management in navigating the Company
during challenging times, cohesiveness amongst the Board Members, constructive
relationship between the Board and the Management, and the openness of the Management in
sharing strategic information to enable Board Members to discharge their responsibilities
and fiduciary duties.
The Board carried out an annual performance evaluation of its own performance and that
of its committees and individual directors as per the formal mechanism for such evaluation
adopted by the Board. The performance evaluation of all the Directors was carried out by
the Nomination and Remuneration Committee.
The performance evaluation of the Chairman, the Non-Independent Directors and the Board
as a whole was carried out by the Independent Directors. The exercise of performance
evaluation was carried out through a structured evaluation process covering various
aspects of the Board functioning such as composition of the Board & committees,
experience & competencies, performance of specific duties & obligations,
contribution at the meetings and otherwise, independent judgment, governance issues etc.
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015, the Board has carried out the annual
performance evaluation of the Directors individually as well as evaluation of the working
of the Board by way of individual feedback from directors.
The evaluation frameworks were the following key areas:
a) For Non-Executive & Independent Directors: |
Knowledge |
Professional Conduct |
Comply Secretarial Standard issued by ICSI Duties |
Role and functions |
b) For Executive Directors: |
Performance as leader |
Evaluating Business Opportunity and analysis of Risk Reward
Scenarios |
Key set investment goal |
Professional conduct and integrity |
Sharing of information with Board. |
Adherence applicable government law |
The Directors expressed their satisfaction with the evaluation
process. |
23. MANAGING THE RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES:
A. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has established vigil mechanism and framed whistle blower policy for
Directors and employees to report concerns about unethical behavior, actual or suspected
fraud or violation of Company's Code of Conduct or Ethics Policy.
B. BUSINESS CONDUCT POLICY
The Company has framed Business Conduct Policy. Every employee is required
to review and sign the policy at the time of joining and an undertaking shall be given for
adherence to the Policy. The objective of the Policy is to conduct the business in an
honest, transparent and in an ethical manner. The policy provides for anti-bribery and
avoidance of other corruption practices by the employees of the Company.
24. PARTICULARS OF EMPLOYEES:
The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration
of Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the
Employees of the Company has received remuneration above the limits specified in the Rule
5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel)
Rules, 2014 during the financial year 2021-22.
25. LOANS FROM DIRECTOR / RELATIVE OF DIRECTOR:
During the year under review, the Company has not entered into any materially
significant related party transactions which may have potential conflict with the interest
of the Company at large. Suitable disclosures as required are provided in AS-18 which is
forming the part of the notes to financial statement.
26. DIRECTORS AND KEY MANAGERIALPERSONNEL:
The Directors and Key Managerial Personnel of the Company are summarized
below:
Name |
Designation |
DIN |
1. Mr. Raghav Gujral1 |
Managing Director |
09688181 |
2. Mr. Raghav Gujral1 |
CFO |
BWMPG3980J |
3. Ms. Iroda Ochilova2 |
Non-Executive Director |
09698799 |
4. Mr. Munesh Kumar3 |
Independent Director |
09698731 |
5. Mr. Sanchit Malhotra4 |
Independent Director |
07276177 |
6. Mr. Surya Mazumder5 |
CFO |
APIPM8654F |
7. Mr. Surya Mazumder5 |
Non-Executive Director |
06714929 |
8. Ms. Jayshri Kothari6 |
Independent Director |
08988661 |
9. Ms. Keshita Priyank Dhruv7 |
Company Secretary |
AJLPD7894D |
10. Mr. Anurag Poojary8 |
Whole-time Director |
08988658 |
11. Mr. Satish Bhagat9 |
Non-Executive Director |
07967667 |
12. Mr. Sandeep Bagaria10 |
Independent Director |
07579819 |
13. Mr. Paras Nath Verma11 |
Independent Director |
09753924 |
1 Mr. Raghav Gujral was appointed as Managing Director of the Company w.e.f. 27th
July, 2022 and as Chief Financial Officer of the Company w.e.f. 14th October,
2022. 2Ms. Iroda Ochilova was appointed as Non-executive Director of the
Company w.e.f. 12th August, 2022. 3Mr. Munesh Kumar was appointed as
Independent Director w.e.f. 22nd August, 2022. 4Mr. Sanchit Malhotra
was appointed as Independent Director w.e.f. 27th July, 2022.
5 Mr. Surya Mazumder has resigned from the post of Non-Executive Director and CFO
w.e.f. 26th July, 2022. 6Ms. Jayshri Kothari has resigned from the
post of Independent Director w.e.f. 28th July, 2022.
7 Ms. Keshita Priyank Dhruv was appointed as Company Secretary w.e.f. 14th
June, 2022 and has resigned from the post of Company Secretary of the Company w.e.f. 15th
December, 2022.
32. SECRETARIAL AUDITOR:
The Board appointed M/s. Gaurav Bachani & Associates, Company Secretaries,
Ahmedabad to conduct Secretarial Audit for the Financial Year 2022-23. The Secretarial
Audit Report for the Financial Year ended 31st March, 2023 is annexed herewith
marked as Annexure - 3 to this Report.
33. DISCLOSURES:
A. Composition of Audit Committee
During the year under review, meetings of members of the Audit committee as tabulated
below was held on 30th May, 2022, 12th August, 2022, 8th September,
2022, 11th November, 2022, 12th November, 2022 and 6th
February, 2023 and the attendance records of the members of the Committee are as follows:
Name |
Status |
No. of the Committee Meetings entitled |
No. of the Committee Meetings attended |
Ms. Jayshri Kothari1 |
Chairperson |
1 |
1 |
Mr. Satish Bhagat2 |
Member |
3 |
3 |
Mr. Sandeep Bagaria3 |
Member |
2 |
2 |
Mr. Sanchit Malhotra4 |
Chairperson |
5 |
5 |
Mr. Raghav Gujral4 |
Member |
5 |
5 |
Mr. Munesh Kumar5 |
Member |
4 |
4 |
1 Ms. Jayshri Kothari has resigned as Chairperson of the Audit Committee w.e.f 28th
July, 2022. 2Mr. Satish Bhagat has resigned as Member of the Audit Committee
w.e.f. 13th October, 2022. 3Mr. Sandeep Bagaria has resigned as
Member of the Audit Committee w.e.f. 12thAugust, 2022.
4 Mr. Sanchit Malhotra appointed as a Chairman and Mr. Raghav Gujral appointed as
Member of the Audit Committee w.e.f 27th July, 2022. 5 Mr. Munesh
Kumar was appointed as Member of the Audit Committee w.e.f 22nd August, 2022.
B. Composition of Nomination and Remuneration Committee
During the year under review, meetings of the members of the Nomination and
Remuneration committee, as tabulated below, was held on 16th April, 2022, 25th
July, 2022, 27th July, 2022, 22nd August, 2022 and 14th
October, 2022and the attendance records of the members of the Committee are as follows:
Name |
Status |
No. of the Committee Meeting entitled |
No. of Committee Meeting attended |
Ms. Jayshri Kothari1 |
Chairperson |
3 |
3 |
Mr. Sandeep Bagaria2 |
Member |
3 |
3 |
Mr. Surya Mazumder3 |
Member |
2 |
2 |
Mr. Sanchit Malhotra4 |
Chairperson |
2 |
2 |
Ms. Iroda Ochilova5 |
Member |
2 |
2 |
Mr. Munesh Kumar6 |
Member |
4 |
4 |
Mr. Satish Bhagat7 |
Member |
2 |
2 |
1 Ms. Jayshri Kothari has resigned as Chairperson of the Nomination and
Remuneration Committee w.e.f. 28th July, 2022. 2Mr. Sandeep Bagaria
has resigned as Member of the Nomination and Remuneration Committee w.e.f. 12th August,
2022. 3Mr. Surya Mazumder has resigned as Member of the Nomination and
Remuneration Committee w.e.f. 26th July, 2022. 4 Mr. Sanchit
Malhotra was appointed as Chairman of the Nomination and Remuneration Committee w.e.f. 27th
July, 2022. 5Ms. Iroda Ochilova was appointed as Member of the Nomination
and Remuneration Committee w.e.f 12th August, 2022. 6 Mr. Munesh
Kumar was appointed as Member of the Nomination and Remuneration Committee w.e.f 22nd
August, 2022. 7 Mr. Satish Bhagat has resigned as Member of the Nomination and
Remuneration Committee w.e.f. 13th October, 2022.
C. Composition of Stakeholders' Relationship Committee
During the year under review, meetings of members of Stakeholders' Relationship
committee as tabulated below, was held on 30th May, 2022, 12th
August, 2022, 8th September, 2022, 11th November, 2022, 12th
November, 2022 and 6th February, 2023 and the attendance records of the members
of the Committee are as follows:
Name |
Status |
No. of the Committee Meeting entitled |
No. of Committee Meeting attended |
Ms. Jayshri Kothari1 |
Chairperson |
1 |
1 |
Mr. Satish Bhagat2 |
Member |
3 |
3 |
Mr. Surya Mazumder3 |
Member |
1 |
1 |
Mr. Sanchit Malhotra4 |
Chairperson |
5 |
5 |
Mr. Munesh Kumar5 |
Member |
4 |
4 |
Mr. Raghav Gujral6 |
Member |
5 |
5 |
1 Ms. Jayshri Kothari has resigned as Chairperson of the Stakeholders'
Relationship Committee w.e.f. 28th July, 2022. 2Mr. Satish Bhagat
has resigned as Member of the Stakeholders' Relationship Committee w.e.f. 13th October,
2022. 3 Mr. Surya Mazumder has resigned as Member of the Stakeholders'
Relationship Committee w.e.f. 12th August, 2022. 4 Mr. Sanchit
Malhotra was appointed as Chairperson of the Stakeholders' Relationship Committee w.e.f.
27th July, 2022. 5Mr. Munesh Kumar was appointed as Member of the
Stakeholders' Relationship Committee w.e.f. 22nd August, 2022. 6 Mr.
Raghav Gujral was appointed as Member of the Stakeholders' Relationship Committee w.e.f.
27th July, 2022.
34. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
& REDRESSAL) ACT,2013:
The Company has always been committed to provide a safe and conducive work environment
to its employees. Your Directors further state that during the year under review there
were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 as confirmed by the Internal Complaints Committee as
constituted by the Company.
35. INDUSTRIAL RELATIONS:
The Directors are pleased to report that the relations between the employees and the
management continued to remain cordial during the year under review
36. MAINTENANCE OF COST RECORDS:
The provisions relating to maintenance of cost records as specified by the Central
Government under subsection (1) of section 148 of the Companies Act, 2013, are not
applicable to the Company and accordingly such accounts and records are not required to be
maintained.
37. INSOLVENCY AND BANKRUPTCY CODE:
There is no application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year.
38. VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN
FROM BANKS AND FINANCIAL INSTITUTIONS:
The details of difference between amount of the valuation done at the time of one time
settlement and the valuation done while taking loan from the Banks or Financial
Institutions along with the reasons thereof is not applicable to the Company.
39. ACKNOWLEDGEMENTS:
Your Directors would like to express their sincere appreciation for the co-operation
and assistance received from the Bankers, Regulatory Bodies, Stakeholders including
Financial Institutions, Suppliers, Customers and other business associates who have
extended their valuable sustained support and encouragement during the year under review.
Your Directors take this opportunity to recognize and place on record their gratitude
and appreciation for the commitment displayed by all executives, officers and staff at all
levels of the Company. We look forward for the continued support of every stakeholder in
the future.
Registered Office: |
|
By the Order of the Board |
405, Patel Ashwamegh Complex Jetalpur Road, |
|
Tiaan Consumer Limited |
Near Dairy Den Circle, Sayajigunj Vadodara 390 |
|
|
005 |
|
|
|
Sd/- |
Sd/- |
|
Raghav Gujral |
Iroda Ochilova |
Place: Vadodara |
Managing Director |
Director |
Date: 4th September, 2023 |
DIN: 09688181 |
DIN: 09698799 |
|