TO THE MEMBERS
Your Directors have pleasure in presenting the 42 nd Annual Report on the business of
your Company for the year ended 31 st March, 2025.
HIGHLIGHTS OF PERFORMANCE
Below is a summary of the Company's financial performance during the current year,
compared to the previous financial year:
^ in Lakhs
| Particulars |
Year ended 3 1 st March, 2025 |
Year ended 31 st March, 2024 |
| Turnover |
28,006.07 |
14,777.81 |
| Profit/(Loss) before Interest, Depreciation & Taxation
(PBIDT) |
193.77 |
172.14 |
| Interest |
3.31 |
6.60 |
| Profit/(Loss) before Depreciation & Taxation (PBDT) |
190.46 |
165.54 |
| Depreciation |
28.28 |
37.24 |
| Profit/(Loss) Before Tax and Extraordinary items (PBTE) |
162.18 |
128.30 |
| Extraordinary items |
0.00 |
0.00 |
| Profit/(Loss) Before Tax (PBT) |
162.18 |
128.30 |
| Provision for Taxation / (Deferred Tax) |
52.68 |
(12.49) |
| Profit/(Loss) After Tax (PAT) (A) |
109.50 |
140.79 |
| Other Comprehensive Income |
(44.65) |
87.37 |
| Total Comprehensive Income |
64.85 |
228.16 |
SHARE CAPITAL
The Paid -up- Share Capital of the Company, comprising Equity Shares, is Rs.6 Crores as
on 31 st March, 2025. During the year under review, there were no changes in the Share
Capital of the Company.
ANNUAL RETURN
The Annual Return of the Company, for the Financial Year ended March 31 st , 2025,
pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act, read with
Rule 12 of the Companies (Management and Administration) Rules, 2014, is available on the
website of the Company
ACCOUNTING POLICIES AND PROCEDURES
The Company has adopted the Indian Accounting Standards ("Ind AS") notified
under the Companies (Indian Accounting Standards) Rules 2015, for preparation and
presentation of these Financial Statements.
The financial statements provide a true and fair view of the state of affairs of the
Company and are compliant with the accounting standards notified in the Companies Act,
2013
DIVIDEND
The directors have decided not to recommend the payment of any dividend on the equity
shares of the company for the year ended 31 st March, 2025. This decision is aimed at
conserving funds for the future development and growth of the company.
TRANSFER TO RESERVES
No amount is proposed to be transferred to General Reserve during the financial year
2024-25.
STATE OF COMPANY AFFAIRS AND FUTURE OUTLOOK
The Income from the operations of your Company compared to that of the previous year,
is given hereunder:
| Particulars |
Fruit Product (^ Lakhs) |
Industrial (^ Lakhs) |
Total (^ Lakhs) |
| Revenue |
|
|
|
| Current Year |
1,454.35 |
26,551.72 |
28,006.07 |
| Previous Year |
1,281.38 |
13,496.43 |
14,777.81 |
PLANS AND PROSPECTS Fruit Product Division
Increasing urbanization, lifestyle changes, greater affluence and increased rates of
women working outside of their home are driving the demand for processed foods.
Continued efforts are being made to sustain an efficient supply chain and distribution
network that ensures visibility and availability of products in the market. DRUK products
are very popular with the customers and being mindful of their needs, we ensure that our
business continues to grow and initiative are being taken by management to cover eastern
part of India for the purpose of expansion.
Industrial Division
The supply of our Ferro Silicon to the markets was satisfactory, considering the
depressed market condition and shortage of availability of materials Charcoal supply was
maintained as per regular demand in Bhutan. Margins continued to remain constrained due to
competition.
OTHER INFORMATION
Conservation of Energy
Your Company's activities being trading in nature, energy consumed is only in the
nature of electrical consumption for use and maintenance of office appliances. However,
the efforts of your Company are aimed at keeping the consumption levels to as low as
practicable.
Technology Absorption
Your Company not being engaged in any manufacturing activity, there is no information
to be provided in this regard.
Foreign exchange earnings and outgo
As trade between India and Bhutan are being transacted in Indian Rupees, there has been
no foreign exchange earnings or outgo during the year.
RISK MANAGEMENT POLICY
Your Company has implemented an effective risk management policy focusing on risk
assessment, risk management and risk monitoring, aimed at reducing losses or injury
arising out of various risk exposures.
CHANGE(S) IN NATURE OF BUSINESS
During the year under review, there were no changes in the nature of the Company's
business.
CHANGE IN THE REGISTERED OFFICE OF THE COMPANY
There was no change in the registered office of the company during the financial year
2024-2025.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE
FINANCIAL YEAR AND THE DATE OF THE REPORT
There have been no material changes and commitments affecting the financial position of
the company from the close of the financial year ended March 31 st , 2025, up to the date
of this report.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
During the year under review, no significant and material orders were passed by the
Regulators or Courts or Tribunals which may impact the going concern status of the Company
or its future operations.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Composition
As of 31 st March, 2025, the Company's Board of Directors consisted of a total of six
members. Among them, there were three Non-Executive Independent Directors, including one
Female Director, and two Executive Directors and one Non-Executive-Non-Independent
Directors. Notably, the roles of Chairman of the Board and Managing Director were held by
different individuals. The Chairman of the Board is an Executive Director. The profile of
all the Directors can be accessed on the Company's website at .
None of the Directors of the Company have incurred any disqualification under Section
164(1) & 164(2) of the Companies Act, 2013 (Act). Further, all the Directors have
confirmed that they are not debarred from accessing the capital market as well as from
holding the office of Director pursuant to any order of Securities and Exchange Board of
India or Ministry of Corporate Affairs or any other such regulatory authority.
In the view of the Board, all the directors possess the requisite skills, expertise,
integrity, competence, as well as experience considered to be vital for business growth.
The detailed analysis of various skills, qualifications and attributes as required and
available with the Board has been presented in the Corporate Governance Report.
Changes in Board and KMP Composition
During the period under review the Mr. K. N. Malhotra, Mr. Vinay Killa, Mr. Prem Sagar
and Ms. Sarada Hariharan completed their tenure of 10 years on 28.09.2024 and the
following persons were appointed as Directors of the Company namely Mr. Abhrajit Dutta,
Mr. Omar. M. Kidwai and Ms. Sucharita Moitra with effect from 28.09.2024.
The following functioned as Key Managerial Personnel during the year:
| Rohan Ghosh |
Managing Director |
| Mou Mukherjee |
Chief Financial Officer |
| Snigdha Khetan |
Company Secretary |
Director liable to retire by rotation
As per the provisions of Section 152(6)(d) of the Act read with Companies (Appointment
and Qualification of Directors) Rules, 2014 And Articles of Association of the Company,
Mr. Dasho Topgyal Dorji (DIN: 00296793) Non-Executive Non-Independent will retire by
rotation at the ensuing Annual General Meeting and being eligible has offered themselves
for re-appointment.
During the current year, the tenure of Dasho Wangchuk Dorji (DIN: 00296747) as Whole
Time Director expired on 19 th May, 2025 and he was reappointed by the Board as Whole Time
Director upon the recommendations of the Nomination and Remuneration Committee, subject to
the approval of the shareholders of the Company and the Central Government for a period of
three years with effect from May 20 th , 2025.
During the current year, the tenure of Mr. Rohan Ghosh (DIN: 00032965) as Managing
Director expired on 18 th May, 2025 and he was reappointed by the Board as Managing
Director upon the recommendations of the Nomination and Remuneration Committee, subject to
the approval of the shareholders of the Company for a period of three years with effect
from 19 th May, 2025.
Appropriate resolutions seeking your approval to the aforesaid appointments of the
Whole time Director and Managing Director and the terms of their remuneration have been
provided in the Notice convening the 42 nd Annual General Meeting.
All Directors have certified that the disqualifications mentioned under Sections 164,
167, and 169 of the Companies Act, 2013 do not apply to them. Your Directors hereby affirm
that the Directors are not debarred from holding the office of director by virtue of any
SEBI order or any order from such other authority.
The Independent Directors have affirmed compliance with the Code for the Independent
Directors mentioned in Schedule IV of the Companies Act, 2013. The Independent Directors
have given their declaration that they meet the criteria of independence referred to in
Section 149(6) of the Company's Act, 2013 and that they are not disqualified to act as
such Independent Directors.
Brief profiles of the Directors being reappointed have been provided in the Notice of
the Annual General Meeting.
Declaration Given by the Independent Directors
The Company has received declarations from all the Independent Directors confirming
that they meet the criteria of independence as prescribed under Section 149 of the Act as
well as Regulation 16 and 25 of Listing Regulations. The Independent Directors have also
submitted a declaration confirming that they have registered their names in the databank
of Independent Directors as being maintained by the Indian Institute of Corporate Affairs
(IICA) in terms of Rule 6 of the Companies (Appointment and Qualification of Directors)
Rules, 2014.
None of the Independent Directors are aware of any circumstance or situation, which
exist or may be reasonably anticipated, that could impair or impact their ability to
discharge their duties with an objective independent judgement and without any external
influence. The Board of Directors have taken on record the declaration and confirmation
submitted by the Independent Directors after undertaking due assessment of the same and in
their opinion the Independent Directors are persons of integrity, expertise and experience
and fulfill the conditions specified in the Act and Listing Regulations and are
independent of the management.
The Independent Directors have complied with the Code for Independent Directors
prescribed in Schedule IV to the Act along with the Code of Conduct for Directors and
Senior Management Personnel formulated by the Company as per Listing Regulations.
Board Diversity
The Company acknowledges and values the advantages of having a diverse Board, which
includes a mix of skills, experience, expertise, and a range of different perspectives
that align with the Company's business needs. To promote diversity within the Board, the
Company has established the Board Diversity Policy, outlining its approach towards
achieving this goal. The policy is accessible on the Company's website at .
PERFORMANCE EVALUATION OF THE BOARD, THE COMMITTEES AND THE INDIVIDUAL DIRECTORS
In terms of section 134(3)(p) of the Companies Act, 2013, your Board of Directors has
adopted an annual evaluation process for evaluating its own performance as a whole and
that of its Committees and of its individual Directors.
As the law has not prescribed any evaluation methodology, the following factors have
been considered for evaluating the performance of the Board/ Committees/ Directors/
Chairperson/ Managing Director/ Whole-time Director on a case to case basis:
?€? People factors (knowledge, personal characteristics, Board size, structure,
Directors contribution, interpersonal skills, level of commitment, Board room behaviour,
etc); and
?€? Process factors (planning and managing Board meetings, information flow,
oversight management, risk management, coordination, etc.)
Each Director is given a Form for assessing the overall performance of the Board/
Committees/ Directors/ Chairperson/ Managing Director/ Wholetime Director as the case may
be, sufficiently in advance. The forms, which include a set of questions having a rating
mechanism, are reviewed and analysed by the Nomination & Remuneration Committee before
placing its feedback before the Board.
COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL
PERSONNEL AND SENIOR MANAGEMENT PERSONNEL
The Nomination and Remuneration Committee identifies and ascertains the integrity,
qualification, expertise, skills, knowledge and experience of the person for appointment
as Director and Key Managerial Personnel. The appointment of a Director as recommended by
the Nomination and Remuneration Committee requires approval of the Board. The remuneration
/ compensation / commission etc. to the Directors and Key Managerial Personnel is proposed
by the Nomination and Remuneration Committee in compliance with requirements of the
Companies Act and recommended to the Board for it's approval. Approval of Shareholders is
obtained, if required. The Directors receive remuneration by way of fees for attending
meetings of the Board or committees thereof. At the time of appointing an Independent
Director, a formal letter of appointment is given to the candidate, which inter-alia,
explains the role, functions, duties and responsibilities expected of the person as an
Independent Director of the Company. The Independent Director is also explained in detail
the compliance required from him under the Companies Act, 2013 and other relevant
regulations. The independence of Director is decided as per provisions of the Companies
Act, 2013. The Board has, on the recommendation of the Nomination & Remuneration
Committee framed a policy for remuneration of Directors, Key Managerial Personnel and
Senior Management. The said Remuneration Policy is posted on the website of the Company .
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of our knowledge and belief and according to the information and
explanations obtained by us, we hereby make the following statements in terms of Section
134(3) (c) and 134(5) of the Act:
(i) in the preparation of the Annual Accounts for the financial year ended March 31 st
, 2025, the applicable Accounting Standards had been followed along with proper
explanation relating to material departures, if any;
(ii) such accounting policies as mentioned in Notes to the Annual Accounts have been
selected and applied consistently and judgment and estimates have been made that are
reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company as at March 31 st , 2025 and of the profit of the Company for the year ended on
that date;
(iii) proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities has been taken;
(iv) the Annual Accounts has been prepared on a going concern basis;
(v) internal financial control to be followed by the Company are in place and that such
internal financial controls are adequate and are operating effectively; and
(vi) proper systems to ensure compliance with the provisions of all applicable laws are
in place and that such systems were adequate and operating effectively.
The Board met 4 (Four) times during the Financial Year 2024-25, viz., on 28 th May,
2024,12 th August, 2024, 14 th November, 2024 and 12 th February, 2025.
The intervening gap between the Meetings was within the period as prescribed under the
Companies Act, 2013. The details of the date and attendance at the Board meetings are as
under:
| Sl.No |
Date Board |
Strength |
No. of Directors Present |
| 1 |
28.05.2024 |
7 |
7 |
| 2 |
12.08.2024 |
7 |
7 |
| 3 |
14.11.2024 |
6 |
6 |
| 4 |
12.02.2025 |
6 |
4 |
ATTENDANCE OF DIRECTORS AT THE BOARD MEETINGS AND ANNUAL GENERAL MEETING (AGM)
DURING THE YEAR ENDED 31 st MARCH, 2025
| Name of the directors |
No. of the Meetings |
Attendance of last AGM |
|
Held |
Attended |
held on 28.09.2024 |
| Dasho Wangchuk Dorji |
4 |
4 |
Yes |
| Mr. Rohan Ghosh |
4 |
4 |
Yes |
| Dasho Topyal Dorji |
4 |
3 |
Yes |
| Mr. Prem Sagar (Ceased to be Director w.e.f 28.09.24) |
4 |
2 |
Yes |
| Mr. K. N. Malhotra (Ceased to be Director w.e.f 28.09.24) |
4 |
2 |
Yes |
| Mr. Vinay Killa (Ceased to be Director w.e.f 28.09.24) |
4 |
2 |
No |
| Ms. Sarada Hariharan (Ceased to be Director w.e.f 28.09.24) |
4 |
2 |
No |
| Mr. Abhrajit Dutta (Appointed w.e.f 28.09.24) |
4 |
2 |
Yes |
| Mr. Omar M Kidwai (Appointed w.e.f 28.09.24) |
4 |
2 |
Yes |
| Ms. Sucharita Moitra (Appointed w.e.f 28.09.24) |
4 |
2 |
Yes |
COMMITTEES OF THE BOARD
The Board of Directors have constituted the following 5 (Five) Committees
1. Audit Committee,
The power, role and broad terms of reference of the Audit Committee are as per the
provisions of Section 177 of the Companies Act, 2013 and Regulation 18 read with Part C of
Schedule II to the SEBI (Listing Obligations & Disclosure Requirements) Regulations,
2015, an inter alia, includes
1. Oversight of the Company's financial reporting process and the disclosure of its
financial information to ensure that the financial statement is correct, sufficient and
credible;
2. Recommendation for appointment, remuneration and terms of appointment of auditors of
the Company;
3. Approval of payment to statutory auditors for any other services rendered by the
statutory auditors;
4. Reviewing with the management, the annual financial statements and auditors report
thereon before submission to the Board for approval, with particular reference to:
a. Matters required to be included in the director's responsibility statement to be
included in the Board's report in terms of clause (c) of sub-section (3) of Section 134 of
the Companies Act, 2013;
b. Changes, if any, in accounting policies and practices and reasons for the same;
c. Major accounting entries involving estimates based on the exercise of judgment by
management;
d. Significant adjustments made in the financial statements arising out of audit
findings;
e. Compliance with listing and other legal requirements relating to financial
statements;
f. Disclosure of any related party transactions;
g. Modified opinion(s) in the draft audit report;
5. Reviewing, with the management, the quarterly financial statements before submission
to the Board for approval;
6. Reviewing, with the management, the statement of uses / application of funds raised
through an issue (public issue, rights issue, preferential issue, etc.), the statement of
funds utilized for purposes other than those stated in the offer document / prospectus /
notice and the report submitted by the monitoring agency monitoring the utilisation of
proceeds of a public or rights issue, and making appropriate recommendations to the Board
to take up steps in this matter;
7. Reviewing and monitoring the auditor's independence and performance, and
effectiveness of audit process;
8. Approval or any subsequent modification of transactions of the listed entity with
related parties;
9. Scrutiny of inter-corporate loans and investments;
10. Valuation of undertakings or assets of the company, wherever it is necessary;
11. Evaluation of internal financial controls and risk management systems;
12. Reviewing, with the management, performance of statutory and internal auditors,
adequacy of the internal control systems;
13. Reviewing the adequacy of internal audit function, if any, including the structure
of the internal audit department, staffing and seniority of the official heading the
department, reporting structure coverage and frequency of internal audit;
14. Discussion with internal auditors of any significant findings and follow up there
on;
15. Reviewing the findings of any internal investigations by the internal auditors into
matters where there is suspected fraud or irregularity or a failure of internal control
systems of a material nature and reporting the matter to the Board;
16. Discussion with statutory auditors before the audit commences, about the nature and
scope of audit as well as post-audit discussion to ascertain any area of concern;
17. to look into the reasons for substantial defaults in the payment to the depositors,
debenture holders, shareholders (in case of non-payment of declared dividends) and
creditors;
18. To review the functioning of the whistle blower mechanism;
19. Approval of appointment of chief financial officer after assessing the
qualifications, experience and background, etc. of the candidate;
20. Consider and comment on rationale, cost-benefits and impact of schemes involving
merger, demerger, amalgamation etc., on the company and its shareholders
The Audit Committee shall mandatorily review:
1) Management discussion and analysis of financial condition and results of operations;
2) Management letters / letters of internal control weaknesses issued by the statutory
auditors;
3) Internal audit reports relating to internal control weaknesses;
4) The appointment, removal and terms of remuneration of the chief internal auditor
shall be subject to review by the audit committee.
5) Statement of deviations:
(a) Quarterly statement of deviation(s) including report of monitoring agency, if
applicable, submitted to stock exchange(s) in terms of Regulation 32(1).
(b) Annual statement of funds utilized for purposes other than those stated in the
offer document/prospectus/ notice in terms of Regulation 32(7)."
The composition of the Audit Committee of the Company as on 31 st March, 2025 are
given below:
| Name of Directors |
DIN |
Category |
Position |
| PREM SAGAR (Ceased w.e.f..28.09.2024 |
00040396 |
Non-Executive Independent Director |
Chairperson |
| KANWAL NAIN MALHOTRA (Ceased w.e.f..28.09.2024) |
00128479 |
Non-Executive Independent Director |
Member |
| VINAY KILLA (Ceased w.e.f..28.09.2024) |
00060906 |
Non-Executive Independent Director |
Member |
| ABHRAJIT DUTTA (Appointed w.e.f 14.11.2024 |
00546556 |
Non-Executive Independent Director ) |
Chairperson |
| OMAR. M. KIDWAI (Appointed w.e.f 14.11.2024 |
10723936 |
Non-Executive Independent Director |
Member |
| ROHAN GHOSH (Appointed w.e.f 14.11.2024) |
00032965 |
Managing Director |
Member |
All members of the Audit Committee are financially literate. The Director, the Chief
Financial Officer and the Statutory Auditors are invitees to the Audit Committee Meetings.
During the year ended 31 st March, 2025, the Audit Committee met 4 (Four) times on
28.05.2024, 12.08.2024, 14.11.2024 and 12.02.2025, respectively. The maximum gap between
any two consecutive meetings was less than one hundred and twenty days.
The Annual Financial Statements for the financial year 2024-25 were reviewed by the
Audit Committee at its meeting held on 27.05.2025 and were recommended to the Board for
adoption.
The Unaudited Quarterly and Audited Annual Financial Results were reviewed, analyzed
and confirmed by the Committee before they were approved by the Board of Directors for
submission to the Stock Exchanges and publication in newspapers in compliance with
Regulation 47 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations,
2015.
The details of the date and attendance at the Audit Committee meeting are as under :
| Name of Directors |
Position |
Meetings held |
Meetings attended |
| PREM SAGAR |
Chairman |
4 |
2 |
| KANWAL NAIN MALHOTRA |
Member |
4 |
2 |
| VINAY KILLA |
Member |
4 |
2 |
| ABHRAJIT DUTTA |
Chairman |
4 |
1 |
| OMAR. M. KIDWAI |
Member |
4 |
2 |
| ROHAN GHOSH |
Member |
4 |
2 |
2. Nomination and Remuneration Committee.
The power, role and broad terms of reference of the Nomination and Remuneration
Committee are as per the provisions of Section 178 of the Companies Act, 2013 and
Regulation 19 read with Part D of Schedule II to the SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015.
The terms of reference of the Committee, interalia, includes:
1) Formulation of the criteria for determining qualifications, positive attributes and
independence of a director and recommend to the board of directors a policy relating to,
the remuneration of the directors, key managerial personnel and other employees;
2) For every appointment of an Independent Director, the Nomination and Remuneration
Committee shall evaluate the balance of skills, knowledge and experience on the Board and
on the basis of such evaluation, prepare a description of the role and capabilities
required of an Independent Director. The person recommended to the Board for appointment
as an Independent Director shall have the capabilities identified in such description.
For the purpose of identifying suitable candidates, the Committee may:
a. Use the services of an external agencies, if required;
b. Consider candidates from a wide range of backgrounds, having due regard to
diversity; and
c. Consider the time commitments of the candidates
3) Formulation of criteria for evaluation of performance of Independent Directors and
the Board of Directors;
4) Devising a policy on diversity of Board of Directors;
5) Identifying persons who are qualified to become Directors and who may be appointed
in senior management in accordance with the criteria laid down, and recommend to the Board
of Directors their appointment and removal.
6) Whether to extend or continue the term of appointment of the Independent Director,
on the basis of the report of performance evaluation of Independent Directors.
7) Recommend to the Board, all remuneration, in whatever form, payable to senior
management."
The composition of the Nomination and Remuneration Committee of the Company as on 31
st March 2025 are given below:
| Name of Directors |
DIN |
Category |
Position |
| PREM SAGAR (Ceased w.e.f. 28.09.2024 |
00040396 |
Non-Executive Independent Director |
Chairperson |
| KANWAL NAIN MALHOTRA (Ceased w.e.f. 28.09.2024) |
00128479 |
Non-Executive Independent Director |
Member |
| DASHO TOPGYAL DORJI |
00296793 |
Non-Executive Non-Independent Directo |
Member |
| VINAY KILLA (Ceased w.e.f. 28.09.2024) |
00060906 |
Non-Executive Independent Director |
Member |
| ABHRAJIT DUTTA (Appointed w.e.f 14.11.2024) |
00546556 |
Non-Executive Independent Director ) |
Chairperson |
| OMAR. M. KIDWAI (Appointed w.e.f 14.11.2024) |
10723936 |
Non-Executive Independent Director |
Member |
| SUCHARITA MOITRA (Appointed w.e.f 14.11.2024) |
10736947 |
Non-Executive Independent Director |
Member |
During the financial year 2024-25, the Committee met Two (2) fimes on 28.05.2024 and
12.08.2024. The details of the date and attendance at the NRC meeting are as under
| Name of Directors |
Position |
Meetings held |
Meetings attended |
| PREM SAGAR |
Chairman |
2 |
2 |
| KANWAL NAIN MALHOTRA |
Member |
2 |
2 |
| DASHO TOPGYAL DORJI |
Member |
2 |
0 |
| VINAY KILLA |
Member |
2 |
2 |
Criteria for performance evaluation of Independent Director
The Nomination and Remuneration Committee has laid down the criteria for performance
evaluation of the Executive and Non-Executive Directors including that of the Board as a
whole. The Committee, at its Meeting held on 28.05.2024 and 12.08.2024, has reviewed the
performance of the Directors and the Board for the year under review. The evaluation was
done primarily through a questionnaire duly completed by all Directors providing specific
rating for other Directors and also of the Board as a whole.
3. Stakeholders Relationship Committee,
The Board of Directors of the Company has constituted a Stakeholders Relationship
Committee in accordance with the provisions of Section 178 of the Companies Act, 2013 and
Regulation 20 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations,
2015. The power, role and broad terms of reference of the Stakeholders Relationship
Committee are as per the provisions of the said Section 178 of the Companies Act, 2013 and
Regulation 20 read with Part D of Schedule II to SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015.
The terms of reference of the Committee inter-alia, includes:
1) Resolving the grievances of the security holders of the listed entity including
complaints related to transfer/ transmission of shares, non-receipt of annual report,
non-receipt of declared dividends, issue of new/duplicate certificates, general meetings
etc.
2) Review of measures taken for effective exercise of voting rights by shareholders.
3) Review of adherence to the service standards adopted by the listed entity in respect
of various services being rendered by the Registrar & Share Transfer Agent.
4) Review of the various measures and initiatives taken by the listed entity for
reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend
warrants/annual reports/statutory notices by the shareholders of the company"
The composition of the Stakeholders Relationship Committee of the Company as on 31
st March, 2025 are given below:
| Name of Directors |
DIN |
Category |
Position |
| PREM SAGAR (Ceased w.e.f..28.09.2024 |
00040396 |
Non-Executive Independent Director |
Chairperson |
| KANWAL NAIN MALHOTRA (Ceased w.e.f..28.09.2024) |
00128479 |
Non-Executive Independent Director |
Member |
| VINAY KILLA (Ceased w.e.f..28.09.2024) |
00060906 |
Non-Executive Independent Director |
Member |
| OMAR. M. KIDWAI (Appointed w.e.f 14.11.2024) |
10723936 |
Non-Executive Independent Director |
Chairperson |
| ABHRAJIT DUTTA (Appointed w.e.f 14.11.2024) |
00546556 |
Non-Executive Independent Director ) |
Member |
| SUCHARITA MOITRA (Appointed w.e.f 14.11.2024) |
10736947 |
Non-Executive Independent Director |
Member |
During the year ended 31 st March, 2025, the Stakeholders Relationship Committee met 4
(Four) times on 28.05.2024, 12.08.2024, 14.11.2024 & 12.02.2025. The maximum gap
between any two consecutive meetings was less than one hundred and twenty days.
| Name of Directors |
|
Position |
Meetings held |
Meetings attended |
| PREM SAGAR |
Chairman |
4 |
2 |
| KANWAL NAIN MALHOTRA |
Member |
4 |
2 |
| VINAY KILLA |
Member |
4 |
2 |
| OMAR. M. KIDWAI |
Chairman |
4 |
2 |
| ABHRAJIT DUTTA |
Member |
4 |
1 |
| SUCHARITA MOITRA |
Member |
4 |
2 |
| 4. Independent Director Committee, The
Composition of the Independent Director Committee of the Company as on 31 below: |
st March 2025 are given |
| Name of Directors |
|
DIN |
Category |
Position |
| PREM SAGAR (Ceased w.e.f..28.09.2024 |
00040396 |
Non-Executive Independent Director |
Chairperson |
| KANWAL NAIN MALHOTRA (Ceased w.e.f..28.09.2024) |
00128479 |
Non-Executive Independent Director |
Member |
| VINAY KILLA (Ceased w.e.f..28.09.2024) |
00060906 |
Non-Executive Independent Director |
Member |
| SARADA HARIHARAN (Appointed w.e.f 28.09.2024) |
06914753 |
Non-Executive Independent Director |
MEMBER |
| OMAR. M. KIDWAI (Appointed w.e.f 14.11.2024) |
10723936 |
Non-Executive Independent Director |
Chairperson |
| ABHRAJIT DUTTA (Appointed w.e.f 14.11.2024) |
00546556 |
Non-Executive Independent Director ) |
Member |
| SUCHARITA MOITRA (Appointed w.e.f 14.11.2024) |
10736947 |
Non-Executive Independent Director |
Member |
During the year ended 31 st March, 2025, the Independent Director Committee met 1 (One)
time on 28.05.2024.
| Name of Directors |
Position |
Meetings held |
Meetings attended |
| PREM SAGAR |
Chairman |
1 |
1 |
| KANWAL NAIN MALHOTRA |
Member |
1 |
1 |
| VINAY KILLA |
Member |
1 |
1 |
| SARADA HARIHARAN |
Member |
1 |
1 |
5. CSR, Committee,
The composition of the Nomination and Remuneration Committee of the Company as on 31 st
March, 2025are given below:
| Name of Directors |
DIN |
Category |
Position |
| VINAY KILLA (Ceased w.e.f. 28.09.2024) |
00060906 |
Non-Executive Independent Director |
Chairperson |
| KANWAL NAIN MALHOTRA (Ceased w.e.f. 28.09.2024) |
00128479 |
Non-Executive Independent Director |
Member |
| ROHAN GHOSH (Appointed w.e.f 14.11.2024) |
00032965 |
Managing Director |
Member |
| ABHRAJIT DUTTA (Appointed w.e.f 14.11.2024) |
00546556 |
Non-Executive Independent Director ) |
Chairperson |
| OMAR. M. KIDWAI (Appointed w.e.f 14.11.2024) |
10723936 |
Non-Executive Independent Director |
Member |
During the year ended 31 st March, 2025, the CSR Committee met 2(Two) times on
14.11.2024 & 12.02.2025
| Name of Directors |
Position |
Meetings held |
Meetings attended |
| ABHRAJIT DUTTA |
Chairman |
2 |
2 |
| ROHAN GHOSH |
Member |
2 |
2 |
| OMAR. M. KIDWAI |
Member |
2 |
2 |
NOMINATION AND REMUNERATION POLICY
Upon the recommendations of the Nomination and Remuneration Committee in terms of
Section 178(4) of the Companies Act 2013, your Board has adopted a policy relating to the
remuneration for the Directors, key managerial personnel and other employees of the
Company. The salient features of the said policy, is annexed herewith as "Annexure
B" the complete Policy can be viewed at the official website of the Company at
REMUNERATION OF DIRECTORS FOR THE FINANCIAL YEAR ENDED 31 st MARCH, 2025
^ in Lakh
| Name of Directors |
Position |
Salary (including special pay incentive) |
Perquisites (Computed under Income Tax Act 1961) |
Contribution to provident and other fund |
Siffing Fee |
|
|
|
|
|
Board |
Committee |
| Dasho Wangchuk Dorji |
Chairman & Wholetime Director |
25.11 |
- |
3.01 |
Nil |
Nil |
| Mr Rohan Ghosh |
Managing Director |
22.30 |
6.07 |
2.67 |
Nil |
Nil |
| Dasho Topgyal Dorji |
Director |
- |
- |
- |
0.30 |
- |
| Mr Prem Sagar |
Independent Director |
- |
- |
- |
0.20 |
0.20 |
| Mr Vinay Killa |
Independent Director |
- |
- |
- |
0.20 |
0.20 |
| Mr Kanwal Nain Malhotra |
Independent Director |
- |
- |
-. |
0.20 |
0.20 |
| Ms Sarada Hariharan |
Independent Director |
- |
- |
- |
0.20 |
Nil |
^ in Lakh
| Name of Directors |
Position |
Salary (including special pay incentive) |
Perquisites (Computed under Income Tax Act 1961) |
Contribution to provident and other fund |
Siffing Fee |
|
|
|
|
|
Board |
Committee |
| Mr Abhrajit Dutta |
Independent Director |
- |
- |
- |
0.10 |
0.10 |
| Mr Omar Kidwai |
Independent Director |
- |
- |
- |
0.20 |
0.20 |
| Ms Sucharita Moitra |
Independent Director |
- |
- |
-. |
0.20 |
Nil |
| REMUNERATION PAID TO KEY MANAGERIAL PERSONNEL
OTHER THAN MD/MANAGER/WTD FOR THE FINANCIAL YEAR ENDED 31 st MARCH, 2025 ^ in Lakh |
| Key Managerial Personnel |
Position |
Salary (including special pay incentive) |
Perquisites (Computed under Income Tax Act 1961) |
Contribution to provident and other fund |
|
|
| Ms. Mou Mukherjee |
CFO |
22.30 |
- |
2.67 |
|
|
| Ms. Snigdha Khetan (appointed w.e.f 05.02.24) |
Company Secretary |
6.00 |
- |
- |
|
|
In terms of Regulation 6 and Schedule V of the Listing Regulations, the Board has
appointed Ms. Ms. Snigdha Khetan, Company Secretary of the Company as the Compliance
Officer.
The Compliance Officer can be contacted at
Tel: +91 9051077004 : Email: : Website:
DETAILS OF COMPLAINTS RECEIVED AND RESOLVED DURING THE YEAR ENDED 31 st MARCH, 2025.
During the period under report no complaints were received by the Company.
GENERAL BODY MEETINGS
Location and time of last three Annual General Meetings (AGMs).
| Nature of the General Meetings held Date Venue
If Special Resolution(s) passed in the last three years |
| Annual General Meeting |
26 th September, 2022 at 3.30 PM |
Video conferencing/ other Audio Visual Means (VC/OAVM) |
1. Re-appointment of Mr. Rohan Ghosh as Managing
Director. 2. Re-appointment of Mr. Wangchuk Dorji as Whole-time Director. |
| Annual General Meeting |
25 th September, 2023 at 3.30 PM |
Video conferencing/ other Audio Visual Means (VC/OAVM) |
1.No Special Resolution was passed . |
| Annual General Meeting |
28 th September, 2024 at 3.30 PM |
Video conferencing/ other Audio Visual Means (VC/OAVM) |
1.No Special Resolution was passed . |
During FY 2024-25, no Extra-Ordinary General Meeting was held and no resolution was
passed through postal ballot. None of the business proposed to be transacted at the
ensuing AGM requires passing of a Special Resolution by way of Postal Ballot.
As per the provisions of the Act and the Listing Regulations, at the AGM held in 2024
the shareholders were given option to vote on all resolutions through electronic means.
CORPORATE SOCIAL RESPONSIBILITY
The Company recognizes the value of being a socially responsible corporate and strongly
believes in giving back to the society. The objective of the Company's Corporate Social
Responsibility (CSR) is to improve the quality of life of communities through long-term
value creation. In this regard the Company has formulated a Corporate Social
Responsibility Policy which can be accessed at
The Company has constituted a CSR Committee, in terms of provisions of Section 135 of
the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, inter
alia to give directions and assistance to the Board for leading the CSR initiatives of the
Company. The Committee formulates and reviews the Annual Action Plan and also monitors the
progress of the CSR activities. The details of the Committee including term of reference
have been disclosed in the Corporate Governance Report.
The provisions of Corporate Social Responsibility (CSR) under Section 135 of the
Companies Act, 2013 are not applicable to the Company during the financial year 2024-25,
as the Company does not meet the specified thresholds in terms of net worth, turnover, or
net profit.
Hence, the company is not eligible to spend any CSR amount. Further the company has
spent an excess amount of CSR expenditure in the previous two years.
INTERNAL FINANCIAL CONTROL
Your Company has an adequate internal audit system, carried out by external firms of
Chartered Accountants, which is commensurate with the size, scale and complexity of its
operations. The Internal Auditors submit their Reports upon completion of limited
review/audit for consideration by the Directors.
Based on the reports of internal auditors, the respective heads of the
departments/divisions undertake corrective action in their respective areas and thereby
strengthen the controls. Significant audit observations and corrective actions thereon are
presented to the Audit Committee of the Board.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has put in place a Vigil Mechanism Policy in accordance with Section
177(10) of the Companies Act, 2013. The details of the policy may be viewed at the
official website of the Company at and is also annexed hereto as "Annexure
C."
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All related party transactions that were entered into during the financial year were on
an arm's length basis and were in the ordinary course of business. There were 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 interests of the Company. All Related Party Transactions were placed
before the Audit Committee and also the Board, for approval. Prior omnibus approval of the
Audit Committee has been obtained on a quarterly basis for the transactions which were of
a foreseen and repetitive nature. The statement of particulars of contracts or
arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013
is annexed hereto as "Annexure D":
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The loan and guarantee given by the Company are within the limits prescribed under
Section 186 of the Act. Further, the details of the said loan given, guarantee given and
investment made are provided in the Notes to the Financial Statements of the Company.
The related party disclosures with respect to loans/ advances at the end of the
Financial Year under review and maximum outstanding amount thereof during the year, as
required under Part A of Schedule V to the Listing Regulations, have been provided in the
Notes to the Financial Statements of the Company.
PARTICULARS OF EMPLOYEES
The disclosures relating to remuneration and other details as required under Section
197(12) of the Act read with Rule 5(1) 5(2) & 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is attached as "Annexure-"E"
to this report.
AUDITORS & AUDIT REPORTS
Statutory Auditors and Auditor's Report
M/s. KAMG & Associates, Chartered Accountants (Firm Reg. No. 311027E), were
appointed Statutory Auditors of the Company in terms of Section 139 of the Companies Act,
2013 read with the Companies (Audit and Auditors) Rules, 2014, to hold office from the
conclusion of the 38 th Annual General Meeting upto the conclusion of the 43 rd Annual
General Meeting..
Internal Auditors
In accordance with the provisions of Section 138 of the Act read with the Companies
(Accounts) Rules, 2014, M/s. R. K. Chandak & Co Chartered Accountants, conducted the
Internal Audit of the Company for the Financial Year 2024-25. The Audit Committee
considers and reviews the Internal Audit Report submitted by the Internal Auditor on a
quarterly basis.
Secretarial Auditors And Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Act, read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, the Board had appointed
2014, M/s. T. Chatterjee & Associates, a firm of company secretaries in practice, to
conduct the secretarial audit of the Company for the financial year ended March 31, 2025.
The Secretarial Audit Report in MR -3 is annexed as Annexure F which forms part of
this Report. The Secretarial Audit Report for the financial year ended March 31, 2025,
issued by M/s. T. Chatterjee & Associates, Practising Company Secretaries, does not
contain any qualification, reservation or disclaimer except the following observations,
along with the replies of the Board of Directors:
| Sl. No |
Observation / Adverse Remark |
Management's Reply |
| a. |
Regulation 46(i) of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 with respect to
disclosure of details of familiarization programmes imparted to Independent Directors on
the website of the Company. |
The Management submits that the Independent Directors were
appointed on August 12, 2024, and their appointment was approved by the shareholders at
the Annual General Meeting held on September 28, 2024. The Company is in the process of
imparting the requisite familiarization programme to the Independent Directors, and the
details thereof will be uploaded on the website of the Company upon completion. |
| b. |
As on the date of this report, the status of the listed
entity is appearing as "SDD Non-Compliant" on the portal of BSE Limited. |
The Management has already submitted a letter dated November
5, 2024, to the Stock Exchange seeking clarification regarding the basis of such
noncompliance status. The Company is actively following up with the regulator to resolve
the issue and ensure the compliance status is duly updated |
COST AUDIT AND COST RECORDS
The provisions of Section 148 of the Companies Act, 2013, with respect to maintenance
of Cost records and Cost Audit are not applicable on the Company.
REPORTING OF FRAUDS BY AUDITORS
During the year under review, the auditor has reported not any instances of fraud
committed against the Company as required to be reported under Section 143 (12) of the
Act.
NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, JOINT
VENTURES OR ASSOCIATE COMPANIES
During the year under review, there is no Subsidiary, Joint Venture or Associate
Company,
DEPOSITS
During the year under review, the Company has not accepted any deposits from the public
within the meaning of Section 73 of the Act read with the Companies (Acceptance of
Deposits) Rules, 2014. As on March 31, 2025, there were no deposits lying unpaid or
unclaimed
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a Management Discussion and Analysis Report is annexed
hereto as "Annexure G".
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Business Responsibility and sustainability report is not applicable to the Company.
COMPLIANCE WITH SECRETARIAL STANDARDS
During the Financial Year 2024-25, the Company has complied with the applicable
Secretarial Standards i.e. SS-1 and SS-2, as issued by the Institute of Company
Secretaries of India (ICSI).
HUMAN RESOURCES AND INDUSTRIAL RELATIONS
Employees are the most valuable and indispensable asset for a Company. A Company's
success depends on the ability to attract, develop and retain best talent at every level.
The Company has always been proactive in providing growth, learning platforms, safe
workplace and personal development opportunities to its workforce. Company strives to
maintain a skilled and dedicated workforce, representing diverse experiences and
viewpoints. The Human Resource Department of the Company are rooted in ensuring a fair and
reasonable process for all-round development and upliftment of talent through its
persistent effort.
DEMATERIALISATION OF SECURITIES
The shares of the Company are compulsorily traded in dematerialized form for all
shareholders. 70.45% of the total number of shares are dematerialized as on 31 st March,
2025. Intimations have been sent to all shareholders holding shares in physical mode
informing them that as per revised Regulation 40 of SEBI (LODR) Regulations 2015, shares
will be transferred only in dematerialized mode effective from 1 st April, 2019 and the
shareholders have been requested to dematerialize their existing shares in physical form.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
Your company is committed to providing a safe and secure working environment to its
women employees and has in place the required Internal Committee as envisaged in the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
There were no cases of sexual harassment reported during the year under review.
MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT 1961
The Company declares that it has duly complied with the provisions of the Maternity
Benefit Act, 1961. All eligible women employees have been extended the statutory benefits
prescribed under the Act. Including paid maternity leave, continuity of salary and service
during the leave period, and post-maternity support such as nursing breaks and flexible
return-to-work options, as applicable. The Company remains committed to fostering an
inclusive and supportive work environment that upholds the rights and welfare of its women
employees in accordance with applicable laws.
GENERAL DISCLOSURES
Your Directors state that:
i) The Company does not have any Employee Stock Option Plan.
ii) Neither the Managing Director nor the Whole time Director of the company receive
any remuneration or commission from any of its subsidiaries.
iiI) No proceedings are pending against the Company under the Insolvency and Bankruptcy
Code, 2016. iv) The Company serviced all the debts & financial commitments as and when
they became due and no settlements were entered into with the bankers.
ACKNOWLEDGEMENT
Your Directors wish to place on record their grateful appreciation of the excellent
support and co-operation received from the Shareholders, Banks, Financial Institutions and
Investors, Government Authorities, Stock Exchanges, Reserve Bank of India, Central and
State Governments. Your Directors also wish to place on record their deep appreciation of
the dedication, competence and support of the employees at all levels for their
contribution towards the performance of your Company.
|
For and on behalf of the Board |
| Place : Kolkata |
ABHRAJIT DUTTA |
ROHAN GHOSH |
| Date : 27 th May, 2025 |
(DIN : 00546556) Independent Director |
(DIN : 00032965) Managing Director |
|