To The Members,
Your directors have pleasure in presenting the 33rd Annual
Report together with the Audited Statements of Accounts of the Company for the financial
year ended 31st March, 2025:
| Financial Highlights: |
(Amount. In Lacs) |
|
2024-25 |
2023-24 |
| Revenue from Operations |
1193.97 |
798.81 |
| Operating Expenditure |
1162.93 |
700.37 |
| Earnings before interest tax, depreciation
and amortization (EBITDA) |
31.04 |
98.44 |
| Other Income (Net) |
52.55 |
3.91 |
| Finance Costs |
1.66 |
2.04 |
| Depreciation and amortization expenses |
4.57 |
4.27 |
| Profit before exceptional item and tax |
77.36 |
88.22 |
| Exceptional item |
0 |
87.13 |
| Profit Before Tax (PBT) |
77.36 |
8.89 |
| Tax Expenses |
20.07 |
3.32 |
| Profit After Tax (PAT) |
58.51 |
5.56 |
| Opening Balance of Retained Earning |
84.44 |
78.88 |
| Less: Income Tax for earlier years adjusted |
0 |
0 |
| Amount of Surplus available for appropriation |
142.95 |
84.44 |
2. Operations, State of Company's affairs and Future Outlook:
The overall growth of the company is good and encouraging. In the
current year 2024-25, the Company has earned the total revenue from operation Rs. 1193.97
Lacs against the previous year Rs.798.81 Lacs, which reflects increasing trend in the
performance of the Company. The net profit after tax of the company is Rs.58.51 Lacs and
Rs.5.56 Lac in the year 2024-25 and 2023-24 respectively. The same will further be
improved in the ensuing years because the Company has sufficient work order for Erection
and Commissioning in hand at different locations in India which will be executed in the
ensuing financial year. All the above factors reflects that the management is serious and
hopeful to achieve better results in the ensuing years with present business activities.
We further inform that there is no change in the business activities of the company in the
current financial year.
3. Dividend:
No dividend has been recommended by the Directors this year and
consequently no amounts have been transferred to general reserves.
4. Transfer to Reserves:
The board of the Company has decided not to transfer any funds to
General Reserve out of the amount available for appropriation and an amount of surplus
Rs.142.95 Lacs to be retained in the profit and loss account.
5. Change in Share Capital, if any
There has been no change in Share Capital of the Company during the
financial year 2024-25.
6. Listing of Shares
The shares of the Company are listed in Bombay Stock Exchange Limited,
Mumbai. Applicable listing fees have been paid up to date. The shares of the Company have
not been suspended from trading at any time during the year by the concerned Stock
Exchange.
7. Deposits:
The company has not accepted any deposits from the public during the
year and as such, no amount on account of principal or interest on deposits from public
was outstanding as on the date of the balance sheet.
8. Directors:
As per the provisions of Section 152 of the Companies Act, 2013, Ms.
Prakriti Chandra, Director of the Company retires by rotation at the forthcoming Annual
General Meeting and being eligible, offered herself for re-appointment. The Board
recommends her re-appointment.
Further, your Company has also received declarations from all the
Independent Directors of the Company confirming that they meet the criteria of
Independence as prescribed under the Act and Clause 49 of the Listing Agreement with the
Stock Exchanges.
9. Board Evaluation-.
Pursuant to the provisions of the Companies Act, 2013 and Listing
Regulations, the Board has carried out the annual performance evaluation of its own
performance, the Directors individually as well as the valuation of the working of its
various committees as per the criteria of evaluation provided in the Nomination,
Remuneration and Evaluation Policy adopted by the Company. The performance evaluation of
Independent Directors was carried out by the entire Board and the performance evaluation
of the Chairman and the Board as a whole was carried out by the Independent Directors.
10. Meetings of the Board:
The Board of Directors of your company met 9 times during 2024-25. The
meetings were held on 19/04/2024, 28/05/2024, 12/08/2024, 02/09/2024, 09/10/2024,
12/11/2024,26/12/2024, 18/01/2025 and 12/02/2025. The intervening gap between the meetings
was within the period prescribed under the Companies Act, 2013.
11. Particulars of Loan given, Investment made, Guarantee given and
Securities provided:
There were two loans given during the year one is to M/s Chanderpur
Works Pvt Ltd and another to M/s Chanderpur Industries Pvt Ltd and hence no investment
made, guarantee given and securities provided by the Company under Section 186 of the
Companies Act, 2013 during the year under review and hence the said provision of under
section 186 is applicable.
12. Extract of Annual Return:
As provided under Section 92(3) of the Act, the extract of annual
return is given in Annexure I in the prescribed Form MGT-9, which forms part of this
report.
13. Subsidiary, Joint Ventures and Associate Concerns:
The Company does not have any Subsidiary, Joint Ventures or Associate
Concerns as on 31st March, 2025.
14. Corporate Governance:
Pursuant to regulation 34 of the Listing Regulations, a separate
section on Corporate Governance practices followed by the Company is provided elsewhere in
this report together with a certificate confirming the compliance of conditions of
Corporate Governance issued by the Statutory Auditors of the Company is attached hereto as
part of this report.
15. Management's Discussion and Analysis Report
In terms of the provisions of Regulation 34 of the Listing Regulations,
the Management's Discussion and Analysis Report for the year under review is
presented in a separate section forming part of this Annual Report.
16. Directors' Responsibility Statement:
The Financial statements are prepared in accordance with Indian
Accounting Standards (Ind As) under the historical cost convention on accrual basis except
for certain financial instruments, which are measured at fair value, the provisions of the
Act (to the extent notified) and guidelines issued by the Securities and Exchange Board of
India (SEBI). The Ind As are prescribed under Section 133 of the Companies Act, 2013
(“the Act”), read with Rule 3 of the Companies (Indian Accounting Standards)
Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016.
In accordance with the provisions of Section 134(5) of the Companies
Act, 2013, the directors hereby confirm that:
i) in the preparation of the annual accounts for the financial year
ended 31st March, 2025, the applicable accounting standard have been followed
and there are no material departures;
ii) they have 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 as at 31st
March 2025 and of the profit of the Company for the period from 1st April 2024
to 31st March 2025;
iii) they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013,
for safeguarding the assets of the company and for preventing and detecting fraud and
other irregularities;
iv) they have prepared the annual accounts on a going concern basis;
v) they have laid down internal financial controls to be followed by
the Company and such internal financial controls are adequate and operating effectively;
and
vi) they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
17. Contract and arrangements with Related Parties:
The Company's policy on dealing with related party transactions
has been formulated and amended from time to time. All contracts/arrangements/
transactions entered by the Company during the financial year with related parties were in
the ordinary course of business and on the arm's length basis. There are no
materially significant related party transactions made by the company with promoters,
directors, key managerial personnel or other designated persons, which may have a
potential conflict with the interest of the company at large. Your directors draw
attention of the members to Note 38 to the financial statements which set out related
party disclosures pursuant to clause 32 of the listing agreement. Information
on transactions with related parties pursuant to Section 134(3)(h) of
the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure
II in Form AOC-2 and the same forms part of this report.
18. Auditor and Auditors' Report:
M/s Subhash Sajal & Associates. Chartered Accountants, Yamuna
Nagar, Statutory Auditors of the company, holds office till the conclusion of the ensuing
Annual General Meeting and is eligible for re-appointment for another term of one year.
As required under the provisions of section - 139(1) of the Companies
Act, 2013, the company has received a written consent from M/s Subhash Sajal &
Associates. Chartered Accountants, Yamuna Nagar to their appointment and a certificate, to
the effect that their re-appointment, if made, would be in accordance with the Act and the
Rules framed there under and that they satisfy the criteria provided in section- 141 of
Companies Act, 2013. The Board recommends their appointment for the financial year
2025-26.
The report of Statutory Auditors (appearing elsewhere in this Annual
Report) is self-explanatory having no adverse comments. There were no instances of fraud
reported by the Statutory Auditors to the Central Government or to the Audit Committee of
the Company as indicated under the provisions of Section 143(12) of the Companies Act
2013.
Further auditor's report for the financial year ended 31st
March 2025 is given as an annexure which forms part of this report.
19. Secretarial A uditors:
Pursuant to provisions of Section 204 of the Companies Act, 2013 and
the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the
Company has appointed M/s Vishal Gupta & Associates., Distt Karnal, a firm of Company
Secretaries in practice to conduct Secretarial Audit for the financial year 2024-25. The
Secretarial Audit Report for the financial year ended 31st March, 2025 is
annexed herewith as Annexure III to this Report. The Secretarial Audit Report does not
contain any qualification, reservation or adverse remark.
20. Cost Records and A udit::
Pursuant to Section 148(1) of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Amendment Rules, 2014 the maintenance of Cost Record is
not applicable on any business activities of the company, hence, this order is not
applicable on Company.
21. Corporate Social Responsibility (CSR):
The Company is not required to constitute a Corporate Social
Responsibility Committee as it does not fall within purview of Section 135(1) of the
Companies Act, 2013 and hence it is not required to formulate policy on corporate social
responsibility.
22. Risk Management:
The board of the Company has formed a risk management committee, to
frame, implement and monitor the risk management plan for the Company. The Committee is
responsible for reviewing the risk management plan and ensuring its effectiveness. The
audit committee has additional oversight in the area of financial risks and controls.
Major risks identified by the businesses and functions are systematically addressed
through mitigating actions on a continuing basis.
23. Internal Control System and their adequacy:
The Company's internal controls are commensurate with the size of
the company and the nature of its business. These have been designed to provide reasonable
assurance with regard to recording and providing reliable financial and operational
information, complying with applicable statutes, safeguarding assets from unauthorized
use, executing transactions with proper authorization and ensuring compliance of corporate
policies. The company has an audit committee, the details of which are provided in the
Corporate Governance Report. The audit committee reviews the internal control system and
follows up on the implementation of corrective actions, if required. The committee also
meets the company's statutory auditors to ascertain, interalia their views on the
adequacy of internal control system in the Company and keeps the Board of Directors
informed of its major observations from time to time. The management also regularly
reviews the utilization of fiscal resource, compliance with law, efficiencies, so as to
ensure optimum utilization of resources and achieve better efficiencies. Based on its
evaluation (as defined in section 177 of Companies Act 2013), our audit committee has
concluded that, as of March 31,2025, our internal financial controls were adequate and
operating effectively.
24. Vigil Mechanism Policy:
The Company has a vigil mechanism policy which also incorporates a
whistle blower policy in line with the provisions of the Section 177(9) and (10) of the
Companies Act, 2013 and regulation 22 of the Listing Regulations, which deals with the
genuine concerns about unethical behavior, actual or suspected fraud and violation of the
Company's Code of Conduct and ethics.
25. Committees of Board:
The Board of Directors of your Company had already constituted various
committees in compliance with the provisions of the Companies Act, 2013 and Listing
Agreement viz. Audit Committee, Nomination and Remuneration Committee and
Shareholder's/Investor's Grievances Committee. All decisions pertaining to the
constitution of committees, appointment of members and fixing the terms of reference /
role of the Committees are taken by the Board of Directors. Detail of the role and
composition of Committees, including the number of meetings held during the financial year
and attendance at meetings, are provided in the Corporate Governance Report section of the
Annual Report, which forms part of this report.
26. Conservation of Energy, Technology absorption and foreign exchange
earnings and outgo:
Information required under Section 134(3) (m) of Companies Act, 2013
read with Companies (Accounts) Rules, 2014 is given as under:
Conservation of Energy: The Company has not been carrying on any
manufacturing activities, hence this information is not applicable on the company during
the year under review.
Technology absorption, adoption and innovation: The Company always
adopted latest technologies for improving the performance and quality of its services. The
Company's operations do not require significant import of technology. Research and
Development (R&D): The Company has not done any Research and Development work during
the year under review. However, the company has adopted/reviewed the methods for improving
the performance and quality of its services on regular basis.
Foreign Exchange Earnings and Outgo: The Company directly did not spend
any foreign exchange and also, did not earn any foreign exchange during the year under
review. However, the Company is having Branch/Permanent Establishment at Nepal and all the
information related to foreign exchange earnings and outgo is pertained to Nepal branch
only.
(Rs. In Lacs)
| Foreign exchange earnings and outgo |
2024-25 |
2023-24 |
| a. Erection, Commissioning and Supervision
related activities (Including Overseas Branch Revenue) |
NIL |
Nill |
| b. CIF Value of Imports |
NIL |
NIL |
| c. On Overseas Contracts (i.e. Overseas
Branch expenditure) |
NIL |
89.36 |
| d. Capital Goods (i.e. Capital expenditure
incurred at Overseas Branch) |
0.00 |
0.00 |
27. Nomination, Remuneration and Evaluation Policy:
The Nomination, Remuneration and Evaluation Policy recommended by the
Nomination and Remuneration Committee is duly approved by the Board of Directors of the
Company and the same are provided in the Corporate Governance Report section of the Annual
Report, which forms part of this report.
28. Human Resources:
Your Company treats its “human resources” as one of its most
important assets and has taken continuous efforts to set up and maintain an efficient work
force. The company is continuously taken steps towards maintaining a low attrition rate
which it believes shall be achieved by investing in learning and development programmes
for employees, competitive compensation, creating a compelling work environment,
empowering employees at all levels as well as a well-structured reward and recognition
mechanism.
29. Particulars of Employees:
I) The information required under Section 197 of the Act read with rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
are given below:
a. The ratio of the remuneration of each director
to the median remuneration of the employees of the Company for the financial year:
| Executive Director |
Ratio to median Remuneration |
| 1 Sh. Sunil Chandra (Managing Director) |
0.37:1 |
Note: The Company has not given any remuneration/benefits to
non-executive/independent directors of the company during the year 2024-25.
b. The percentage increase in remuneration of each
director, chief executive officer, chief financial officer, company secretary in the
financial year:
| Directors, Company Secretary and Financial
Officer |
% increase in remuneration in the financial
year |
| 1. Sh. Sunil Chandra (Managing Director) |
NIL |
| 2. CS. Satish Kumar (Company Secretary) |
NIL |
c. The percentage increase in the median remuneration of employees in
the financial year: NIL%
d. The number of permanent employees on the rolls of Company: 28
Employees as on 31st March, 2025.
e. The explanation on the relationship between average increase in
remuneration and Company performance:
The performance of the Company for the current financial year is not
encouraging than the previous year. However, the Company has minor increase in
remuneration to Executive Director/key managerial personnel. While, at Middle & Junior
level management, the proper increment was given in accordance with the inflation rate and
at workmen and staff level.
f. Comparison of the remuneration of the key managerial personnel
against the performance of the Company:
Remuneration to Managing and Whole time directors were paid as per the
scale approved by the members of the company.
g. Variations in the market capitalization of the Company, price
earnings ratio as at the closing date of the current financial year and previous financial
year:
| Particulars |
March 31, 2024 |
March 31, 2025 |
% Change |
| Market Capitalization (Rs. In Lacs) |
206.00 |
1054.00 |
(+)412% |
h. Percentage increase over decrease in the market quotations of the
shares of the Company in comparison to the rate at which the Company came out with the
Last public offer:
| Particulars |
March 31, 2025 |
At the time of Last Public offer |
% Change |
| Market Price (BSE) |
36.71 |
10.00 |
267% |
i. Average percentile increase already made in the salaries of
employees other than the managerial personnel in the last financial year and its
comparison with the percentile increase in the managerial remuneration and justification
thereof and point out if there are any exceptional circumstances for increase in the
managerial remuneration: Proper increments at both managerial and staff/worker level has
been given in financial year 202425.
j. Comparison of each remuneration of the key managerial personnel
against the performance of the Company:
The increase in salary of Managing Directors by 0% was as per term of
appointment or with consent of Board.
k. The key parameters for any variable component of remuneration
availed by the directors: No such variable component is included in the remuneration paid
to directors.
l. The ratio of the remuneration of the highest paid director to that
of the employees who are not directors but receive remuneration in excess of the highest
paid director during the year: Sh. Sunil Chandra (Managing Director): 1:2.70
m. Affirmation that the remuneration is as per the remuneration policy
of the Company: The Company affirms remuneration is as per the remuneration policy of the
Company.
II. There was no employee on the role of the company who drew
remuneration more than the limits prescribed by the provisions of Section 197(12) of the
Companies Act, 2013 read with Rules 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, hence this relevant information is not applicable to
the Company.
30. Disclosure under sexual harassment of women at workplace
(Prevention, Prohibition & Redressal) Act, 2013:
In order to prevent sexual harassment of women at work place a new act
The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 has been notified on 9th December 2013. Under the said Act every company is required
to set up an Internal Complaints Committee to look into complaints relating to sexual
harassment at work place of any women employee. Company has adopted a policy for
prevention of Sexual Harassment of Women at workplace and has set up Committee for
implementation of said policy. In the Company, there are no woman and hence during the
year Company has not received any complaint of harassment.
31. Other Disclosures:
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these items during the
year under review:
i) No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company's operations in
future.
ii) No Material changes and commitments affecting the financial
position of the Company occurred between the end of the financial year to which these
financial statements relate and the date of this Report.
2. The provisions of Section 125(2) of the Companies Act, 2013 related
with transfer of unclaimed dividend to Investor Education and Protection Fund do not apply
to the Company as there was no dividend declared and paid in previous years and there is
no unclaimed dividend.
3. Equity Shares:
• No issue of equity shares with differential rights as to
dividend, voting or otherwise during the year under review.
• The Company has not bought back any of its securities during the
year under review.
• No Bonus shares were issued during the year under review.
• No issue of shares (including sweat equity shares) to employees
of the Company under Stock option Scheme during the year under review.
• No Shares outstanding under the head Shares Suspense
Account/Unclaimed Suspense Account at the beginning and end of the year under review.
32. Acknowledgements:
Your directors wish to place on record their gratitude for the valued
support and assistance extended to the Company by the Shareholders, Banks and Government
Authorities and look forward to their continued support. Your directors also express their
appreciation for the dedicated and sincere services rendered by the Executives, Officers
and Employees of the Company.
|
By Order of the Board of Directors |
| Place: Yamunanagar |
|
| Dated: 02-07-2025 |
SD/- |
|
(SUNIL CHANDRA) |
|
Managing Director |
|
DIN: 01066065 |
|