To, The Members,
Your Directors have pleasure in presenting their 47th Annual Report on the
business and operations of the Company and the accounts for the Financial Year ended March
31, 2024.
1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY
The financial statements for the year ended 31st March, 2024 have been
restated in accordance with Ind AS for comparative information.
Financial Summary as under:
(Amount in Lakhs)
| Particulars |
2023-2024 |
2022-2023 |
| Business Income |
-- |
-- |
| Other Income |
-- |
0.04 |
| Net Profit/(Loss) Before Tax |
(33.60) |
(26.53) |
| Provision for Tax |
-- |
-- |
| Net Profit/(Loss) After Tax |
(33.60) |
(26.53) |
| Balance of Profit brought forward |
-- |
-- |
| Balance available for appropriation |
-- |
-- |
| Proposed Dividend on Equity Shares |
-- |
-- |
| Tax on proposed Dividend |
-- |
-- |
| Transfer to General Reserve |
-- |
-- |
| Surplus carried to Balance Sheet |
(33.60) |
(26.53) |
2. DIVIDEND
Considering the present financial status of the Company, your directors do not
recommend any dividend for the year under report.
3. RESERVES AND SURPLUS
The balance of Profit & Loss statement amounting to Rs. (-33.60) Lakhs. The total
reserves for the financial year 2023-2024 is Rs. (-1083.07) Lakhs
4. SHARE CAPITAL
The total paid up capital of the Company as on 31st March, 2024 is Rs.
8,30,02,770/- comprising of 83,00,277 Equity Shares of Rs. 10/- each.
5. BUSINESS OUTLOOK
Your Company is fully aware and well positioned to tab market opportunities. We would
like to add that Management is looking forward to an optimistic year 2024-2025 and we
appreciate all our stakeholders for their faith in the Company especially during these
challenging times. We are optimistic about the opportunities ahead of us, and we look
forward to taking our Company to greater heights and achieving many more successes in the
years to come.
6. FIXED DEPOSITS
Your Company has not accepted any deposits within the meaning of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
7. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Company has received declaration from all the Independent Directors of the Company
confirming that they meet criteria of independence as prescribed under Section 149(6) of
the Companies Act, 2013.
8. THE CHANGE IN THE NATURE OF BUSINESS
No change in the nature of business activities during the year.
9. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION
No material changes and commitments, affecting the financial position of the Company
occurred between the end of the Financial Year of the Company i.e. 31st March,
2024 and the date of this Directors' Report i.e. 30th August, 2024 except as
mentioned in this Report.
10. MEETINGS
A calendar of Meetings is prepared and circulated in advance to the Directors. During
the year Five Board Meetings and Four Audit Committee Meetings were convened and held. The
details of which are given as under.
| Date Board Meeting |
Sr. No. |
Date Audit Committee |
| 1. 08-05-2023 |
1. |
08-05-2023 |
| 2. 07-08-2023 |
2. |
07-08-2023 |
| 3. 21-08-2023 |
3. |
09-11-2023 |
| 4. 09-11-2023 |
4. |
13-02-2024 |
| 5. 13-02-2024 |
|
|
The intervening gap between the Meetings was within the period prescribed under the
Companies Act, 2013 and exemptions given, if any.
11. BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an
annual performance evaluation of its own performance, the directors individually as well
as the evaluation of the working of its Audit, Nomination & Remuneration committee.
12. COMMITTEES OF THE BOARD
1) Audit Committee
The Audit Committee of the Company reviews the reports to be submitted with the Board
of Directors with respect of auditing and accounting matters. It also supervises the
Company's financial reporting process.
As on date of this report the Audit Committee of the Company stands reconstituted as
under:
| Name |
Category |
Designation |
| 1 Mr. Sidharth Jain* |
Independent Director |
Chairperson |
| 2 Mr. Vishal Dedhia** |
Director |
Member |
| 3 Ms. Hetal Dave |
Independent Director |
Member |
| 4. Ms. Prajakta Mestry** |
Independent Director |
Member |
*Due to sad demise of Mr. Samirkumar Sampat to fill up the vacancy Mr. Sidharth Jain
was appointed w.e.f. 16-07-2024 and he is also appointed as Chairperson for Audit
Committee. ** Mr. Vishal Dedhia, Director of the Company Resigned from the Audit Committee
w.e.f. 30-08-2024 and
Ms. Prajakta Mestry, Director of the Company is appointed as Member of the Audit
Committee w.e.f. 30-08-2024.
2) Nomination and Remuneration Committee (NRC)
As on date of this report the Nomination and Remuneration Committee of the Company
stands reconstituted as under:
| Name |
Category |
Designation |
| 1 Mr. Sidharth Jain* |
Independent Director |
Chairperson |
| 2 Mr. Vishal Dedhia** |
Director |
Member |
| 3 Ms. Hetal Dave |
Independent Director |
Member |
| 4. Ms. Prajakta Mestry** |
Independent Director |
Member |
*Due to sad demise of Mr. Samirkumar Sampat to fill up the vacancy Mr. Sidharth Jain
was appointed w.e.f. 16-07-2024 and he is also appointed as Chairperson for NRC. ** Mr.
Vishal Dedhia, Director of the Company Resigned from the NRC w.e.f. 30-08-2024 and Ms.
Prajakta Mestry, Director of the Company is appointed as Member of the NRC w.e.f.
30-08-2024.
3) Stakeholders' Relationship Committee (SKC)
Shareholders Grievances Committee consists of three directors. The Committee,
inter-alia, deals with various matters relating to:
Transfer/transmission of shares;
Issue of duplicate share certificates;
Investors grievances and redressed mechanism and recommend measures to improve the
level of investor services. As on date of this report the SKC of the Company stands
reconstituted as under:
| Name |
Category |
Designation |
| 1 Mr. Sidharth Jain* |
Independent Director |
Chairperson |
| 2 Mr. Vishal Dedhia** |
Director |
Member |
| 3 Ms. Hetal Dave |
Independent Director |
Member |
| 4. Ms. Prajakta Mestry** |
Independent Director |
Member |
*Due to sad demise of Mr. Samirkumar Sampat to fill up the vacancy Mr. Sidharth Jain
was appointed w.e.f. 16-07-2024 and he is also appointed as Chairperson for SKC. ** Mr.
Vishal Dedhia, Director of the Company Resigned from the SKC w.e.f. 30-08-2024 and Ms.
Prajakta Mestry, Director of the Company is appointed as Member of the SKC w.e.f.
30-08-2024.
13. REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration Committee
framed a policy for selection and appointment of Directors, KMP, Senior Management and
their remuneration.
14. DIRECTOR'S RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act, 2013, the directors would like to
state that:
a) In the preparation of the annual accounts, the applicable accounting standards have
been followed.
b) The directors have selected such accounting policies and applied them consistently
and made judgments and estimates that were reasonable and prudent so as to give true and
fair view of the state of affairs of the Company for the year under review.
c) The directors have 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.
d) The directors have 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 were operating
effectively.
f) The directors had devised proper system to ensure compliance with the provisions of
all applicable laws and that such system were adequate and operating effectively.
15. AUDITORS
Laxmi Tripti & Associates, Chartered Accountant Firm (FRN: 009189C) as the
Statutory Auditor of the Company to hold office from the conclusion of this Annual General
Meeting (AGM) till the conclusion of the 52nd AGM of the Company to be held in
the year 2029.
16. AUDITORS' REPORT
The Board has duly examined the Statutory Auditor's report on accounts which is
self-explanatory and clarifications wherever necessary, have been included in the Notes to
Financial Statements of the Annual Report.
17. SECRETARIAL AUDIT REPORT
In terms of Section 204 of the Act and Rules made there under, Payal Tachak,
Proprietress of M/s. Payal Tachak & Associates, Practicing Company Secretary had been
appointed as Secretarial Auditor of the Company for the Financial Year 2023-2024. The
report of the Secretarial Auditors is enclosed as Annexure to this report. Secretarial
Auditor's observation and Management's explanation to the Auditor's observation
a) Regulation 47 of the SEBI (Listing obligations and Disclosure Requirements)
Regulation, 2015, Section 108 of the Companies Act 2013 read with Rule 20 of the Companies
(Management and Administration), Rules, 2014 and Section 91 of the Companies Act 2013
read with Rule 10 of the Companies (Management and Administration) Rules, 2014 Publication
of Results audited and unaudited in newspaper, Voting Through Electronic means, News Paper
Advertisement for Book Closure. The Company has not been complying that since the
financial position of the Company does not allow Board to incur such expenditure keeping
in mind that the results are made available for investors and market through Stock
Exchange. The Company, on timely basis submits the results to the Exchange to bring the
information in public domain.
b) Regulation 14 of SEBI (Listing Obligations and Disclosures Requirements) Reg. 2015
Payment of Annual Listing Fees to Stock Exchange within 30 days from Financial Year end.
The Company did not have adequate funds to pay full Listing Fees at stipulated time, so
Company had made delayed payment for 2023-2024.
c) The Composition of the Nomination & Remuneration Committee is not adequate and
proper as required under Section 178(1) of Companies Act, 2013 and under Regulation
19(1)(b) and (c) of SEBI (Listing Obligation and Disclosure Requirements) Regulation,
2015. Company has appointed 2 Independent Directors and have reconstituted the Committees
of the Board.
d) Composition of Board of Directors is not aligned with the Section 152 of the
Companies Act, 2013.
Company has appointed 2 Independent Directors to meet the Compliance requirements and
for the better Composition of the Board.
18. VIGIL MECHANISM
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013,
a Vigil Mechanism for directors and employees to report genuine concerns has been
established. The Vigil Mechanism Policy has been uploaded on the website of the Company
under investors/policy documents/Vigil Mechanism Policy link.
19. RISK MANAGEMENT POLICY
The Company has laid down a well-defined Risk Management Policy. The Board periodically
reviews the risk and suggests steps to be taken to control and mitigate the same through a
proper defined framework.
20. EXTRACT OF ANNUAL RETURN
As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the
Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT
9 as a part of this Annual Report as ANNEXURE I.
21. CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is applicable to the
Members of the Board and all employees in the course of day to day business operations of
the company. The code laid down by the Board is known as “code of business
conduct” which forms an Appendix to the Code. The Code has been posted on the
Company's website.
22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Conservation of energy, technology absorption, foreign exchange earnings and outgo are
nil during the year under review.
23. INDUSTRIAL RELATIONS
During the year under review, your Company enjoyed cordial relationship with workers
and employees at all levels.
24. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company has an effective internal control and risk-mitigation system, which are
constantly assessed and strengthened with new/revised standards operating procedures. The
Company's internal control system is commensurate to the size, scale and complexities of
its Operations.
25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The Company has not entered any contracts or arrangements with related parties
specified under Section 188 of Companies Act, 2013.
26. LISTING WITH STOCK EXCHANGES
The Company is listed on BSE Limited and Calcutta Stock Exchange Limited (CSE). The
Company is currently suspended on Calcutta Stock Exchange.
27. OTHER INFORMATION
Your Directors hereby states 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:
1. There are no contracts or arrangements entered into by the Company with related
parties referred to in sub-section (1) of section 188 of the Companies Act, 2013.
2. Your Company has not provided Loans, Guarantees or made Investment pursuant to
Section 186 of the Companies Act, 2013;
3. The Provision of Section 135 of the Act with respect to Corporate Social
Responsibility (CSR) is not applicable to the Company, hence, there is no need to develop
policy on CSR and take initiative thereon;
4. The Company do not have any subsidiary, joint venture or, associate Company, hence,
no need to state anything about the same;
5. The Company has not accepted deposits covered under Chapter V of the Act;
6. No significant material orders were passed by the regulators or courts or tribunals
impacting the going concern status and company's operations in future.
7. Since, the Company having paid-up capital less than the threshold provided under
Regulation 27 of the Listing Regulation, hence, the Company need not required to address
Reports on Corporate Governance, certificate/s pertains thereto and, Management Discussion
and Analysis Report
8. There are no employees who are in receipt of salary in excess of the limits
prescribed under Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.
28. ACKNOWLEDGEMENTS
An acknowledgement to all with whose help, cooperation and hard work the Company is
able to achieve the results.
|
For and on behalf of the Board of Directors |
| Place: Mumbai |
Vishal Dedhia |
Hetal Dave |
| Date: 30th August, 2024 |
Whole-time Director & CFO |
Director |
|
DIN: 00728370 |
DIN: 08397075 |
|