Dear Members,
Your Directors present the Thirty Sixth Annual Report of your Company together with the
Audited Accounts for the year ended March 31, 2024.
Financial Performance
(Rs. in Lakhs)
| Description |
Financial Year |
Financial Year |
|
2023-24 |
2022-23 |
| Revenue from Operations |
- |
- |
| Other Income |
7.05 |
15.06 |
| Profit/Loss before Depreciation, Finance costs, Exceptional items and Tax Expense |
(2.21) |
2.72 |
| Less: Depreciation/Amortization/Impairment |
- |
- |
| Profit/Loss before Finance costs, Exceptional items and Tax Expense |
(2.21) |
2.72 |
| Less: Finance Costs |
- |
- |
| Profit/Loss before Exceptional items and Tax Expense |
(2.21) |
2.72 |
| Add/(less): Exceptional items |
- |
- |
| Profit/Loss before Tax Expense |
(2.21) |
2.72 |
| Less: Tax Expense (Current & Deferred) |
- |
- |
| Profit/Loss for the year (1) |
(2.21) |
2.72 |
| Total Comprehensive Income/loss(2) |
- |
- |
| Total (1+2) |
(2.21) |
2.72 |
| Balance of profit/loss for earlier years |
- |
- |
| Less: Transfer to Debenture Redemption Reserve |
- |
- |
| Less: Transfer to Reserves |
- |
- |
| Less: Dividend paid on Equity Shares |
- |
- |
| Less: Dividend Distribution Tax |
- |
- |
| Balance carried forward |
- |
- |
| Earnings per share (EPS) of Re. 1/- each |
0.03 |
0.03 |
Operations & State of Company's affairs:
During the year there was no operation in the company due to unavoidable circumstances
beyond the control of the Company. There was no change in nature of business of the
Company, during the year under review.
Dividend
In view of the carried forward losses incurred by the Company over the years, your
directors regret their inability to declare any dividend on equity shares of the Company.
Further there were no unclaimed dividend and shares liable to transfer to Investor
Education and Protection Fund Authority (IEPF).
Transfer to reserves
The Board of Directors has not recommended transfer of any amount to reserves.
Share Capital
The paid up Equity Share Capital as at March 31, 2024 stood at Rs.778.63 lakhs. During
the year under review, the Company has not issued shares with differential voting rights
nor granted any stock options or sweat equity shares. As on March 31, 2024 none of the
Directors of the Company hold instruments convertible into equity shares of the Company.
During the year under review, there were no instances of non-exercising of voting
rights in respect of shares purchased directly by employees under a scheme pursuant to
Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures)
Rules, 2014.
Subsidiaries, Associates & loint Ventures
The Company does not have any Subsidiary, Joint venture or Associate Company. Corporate
Governance
Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
the compliance with the corporate governance provisions as specified in regulation 17,
17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub -
regulation (2) of regulation 46 and para C, D and E of Schedule V is not applicable to the
company as the Paid up equity capital and net worth of the Company doesn't exceed Rs.10
crores and Rs.25 crores respectively as on the last date of the previous financial year.
Accordingly, we have not attached separate report on Corporate Governance in this Annual
Report provided.
Directors and Key Managerial Personnel
All Independent Directors have given declaration that they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI Listing
Obligations. During the year, non-executive directors of the Company had no pecuniary
relationship or transactions with the Company.
Mr. Bhupat Savajibhai Chaniyara (DIN: 10327428) retires by rotation at the ensuing
Annual General Meeting and being eligible offers himself for reappointment. Accordingly,
his re-appointment forms part of the notice of the ensuing Annual General Meeting. During
the financial year, Key Managerial Personnel in the Company were Mr. Bhupat Savajibhai
Chaniyara, Executive Director & CEO, Mr. Jagdish Zalavadia, Executive Director &
CFO and Mr. Sumit Gupta, Company Secretary & Compliance Officer. The appointment of
the directors was confirmed by the shareholders at their extra-ordinary general meeting
held on 09.01.2024.
Dureing the year under review, Mr. Vikas Poddar, Executive Director & CEO, Lunkaran
Kyal, Executive Director & CFO and Mr. Tejas Trivedi, Company Secretary &
Compliance Officer had resigned effective from 11.10.2023 and 31.05.2024.
Director's Responsibility Statement
Your Directors state that:
(a) in the preparation of the annual financial statements for the year ended March 31,
2024, the applicable accounting standards have been followed and there are no material
departures;
(b) the Directors 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 March 31, 2024 and of the Profit
& loss of the Company for the year ended on that date;
(c) the Directors have taken proper and sufficient care for 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;
(d) the annual accounts have been prepared on a going concern basis;
(e) the Directors have laid down internal financial controls to be followed by the
Company and such internal financial controls are adequate and operating effectively; and
(f) the Directors have devised proper system to ensure compliance with the provisions
of all applicable laws and that such system are adequate and operating effectively.
Public Deposits
The Company has not accepted or renewed any amount falling within the purview of
provisions of Section 73 of the Companies Act 2013 ("the Act") read with the
Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the
requirement for furnishing details of deposits which are not in compliance with the
Chapter V of the Act is not applicable.
Reporting of Fraud by Auditors
During the year under review there are no instance of any fraud reported by Statutory
Auditor or Secretarial Auditor under Section 143(12) of the Companies act, 2013, by the
Company or any fraud on the Company buy its officers or employee, the details of which is
needed to disclosed in the Board's Report.
Disclosures under Section 135f3)fl) of the Companies Act, 2013
No material changes and commitments which could affect the Company's financial position
have occurred between the end of the financial year of the Company and date of this
report.
Extract of Annual Return
Extract of the Annual Return in form MGT-9, as required under Section 92(3) of the
Companies Act, 2013 is included in this Report as "Annexure A" and forms
an integral part of this Report.
Conservation of energy, technology absorption, foreign exchange earnings and outgo
In accordance with the provisions of Section 135 of the Companies Act, 2013 read with
the Companies (Accounts) Rules, 2014, required information relating to the conservation of
energy, technology absorption and foreign exchange earnings and outgo is given in the
"Annexure B" to the Directors' Report.
Corporate Social Responsibility
As on March 31, 2024, the provisions of Corporate Social Responsibility is not
applicable to your Company.
Auditors:
Statutory Auditors
Pursuant to the provisions of Section 139 and other applicable provisions, if any, of
the Companies Act, 2013 and the rules framed there under, as amended from time to time,
M/s. P R Agarwal & Awasthi, Chartered Accountants, (Firm Registration No. 117940W) was
appointed as the Statutory Auditors of the Company by the members in the AGM held on
September 30, 2023 to hold office for a period of 1 year till the conclusion of 36th
AGM. The firm has confirmed their eligibility under Section 141 of the Companies Act, 2013
and the rules framed thereunder for continuing as Auditors of the Company.
In terms of the provisions of the Companies Act, 2013 read with the Rules made
thereunder, the Board of Directors at their meeting held on 01.08.2023 had appointed M/s.
P R Agarwal & Awasthi, Chartered Accountants, (Firm Registration No. 117940W) as the
Statutory Auditors for the Financial Year 2023-24 . Therefore, it is proposed to appoint
the P R Agarwal & Awasthi, Chartered Accountants, (Firm Registration No. 117940W) as
the Statutory Auditors for the Financial Year 2024-25 as set out in the Notice of the 36th
Annual General Meeting of the Company.
The Auditor's Report issued for the year ended March 31, 2024 does not contain any
qualification, reservation or adverse remark and is prepared as per "Ind-AS."
and form part of this Annual Report.
Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Regulation 24A
of SEBI (Listing Obligations & Disclosures Requirements) Regulation, 2015, the Company
is not required to conduct the Secretarial audit for the financial year ended March 31,
2023.
Related Party Transactions
The Company has not entered into any related party transactions with Promoters,
Directors, Key Managerial Personnel or other designated persons during the year under
review. Your Directors draw attention of the members to note no. 19 of the financial
statement which sets out related party disclosures.
Risk Management
The Company has laid down the procedures to inform to the Board about the risk
assessment and minimization procedures and the Board has formulated Risk management
policy.
Internal Financial Control
The Company has in place adequate internal financial controls with reference to
financial statements. During the year under review, no material or serious observation has
been observed for inefficiency or inadequacy of such controls.
Vigil Mechanism
The Company has put in place a system through which the Directors and employees may
report concerns about unethical behavior, actual or suspected fraud or violation of the
Company's Code of Conduct and Ethics without fear of reprisal. The employees and directors
may report to the Compliance officer and have direct access to the Chairman of the Audit
Committee.
Board Meetings
During the Financial year, total 5 (five) meetings of the Board of Directors were held
i.e. on May 30, 2023, August 12, 2023, October 11, 2023, November 08, 2023 and February
10, 2024 respectively.
Audit Committee
The Board has well-qualified Audit Committee as per the provision of Companies Act,
2013 and SEBI LODR. As on March 31, 2024, it comprises of Mr. Jagdish Zalavadia, Chairman,
Mr. Bhupat Chaniyara, Member and Mr. Madan Pandey, Member.
During the year under review, the Committee met 4 (four) times May 30, 2023, August 12,
2023, November 08, 2023 and February 10, 2024 respectively.
Nomination & Remuneration Committee
The Company has constituted Nomination & Remuneration Committee as per the
provisions of the Companies Act, 2013 and SEBI LODR. As on March 31, 2024 the Committee
consists of Mr. Bhupat Chaniyara, Chairman, Mr. Jagdish Zalavadia, Member and Mr. Madan
Pandey, Member.
During the year under review, the Committee met 2 (two) times on August 21, 2023 and
October 11, 2023.
Nomination & Remuneration Policy
The Board has in accordance with the provisions of sub-section (3) of Section 178 of
the Companies Act, 2013, formulated the policy setting out the criteria for determining
qualifications, positive attributes, independence of a Director and policy relating to
remuneration for Directors, Key Managerial Personnel and other employees.
Board Evaluation
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 various committees.
During the year under review, Separate meeting of the Independent Directors was held to
review the performance of Non-Independent Directors, Chairman and the Board as whole.
Stakeholders' Relationship Committee
The Stakeholders' Relationship Committee is constituted pursuant to Section 178 of the
Companies Act, 2013. As on March 31, 2024 the Committee consists of Mr. Bhupat Chaniyara,
Chairman, Mr. Jagdish Zalavadia, Member and Mr. Madan, Pandey, Member.
During the year under review, the Committee met 1 (One) time on November 08, 2023.
All share transfer work of the Company is carried out by the Company's Share Transfer
Agents M/s. Link Intime India Private Ltd., C-101, 247 Park, L.B.S. Marg, Vikhroli (West),
Mumbai - 400 083.
The "SCORES" website of SEBI for redressing of Grievances of the investors is
being visited at regular intervals by the Compliance officer and there are no pending
complaints registered with SCORES for the financial year ended on March 31, 2024.
Significant and material orders passed by the regulators or courts
There are no significant material orders passed by the Regulators/Courts/tribunals
which would impact the going concern status of the Company and its future operations.
The Company has complied with the requisite regulations relating to capital markets.
During the last 3 years BSE has imposed penalty and the details of fine/ penalty imposed
are as follows:
| Financial Year |
Fine (in Rs.) |
| For FY 2021-22 |
9,440 |
| For FY 2022-23 |
34,220 |
| For FY 2023-24 |
Nil |
Whistle Blower Policy
The Company has adopted whistle blower policy and has established the necessary vigil
mechanism for directors and employees to report concerns about unethical behavior. No
person has been denied access to the Chairman of the Audit Committee.
Disclosure under the sexual harassment of women at workplace (Prevention, Prohibition
and Redressal) Act, 2013
The Company has not received any complaint pursuant to the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Disclosure of Accounting Treatment
The Company has followed the treatment laid down in the Accounting Standards prescribed
by the Institute of Chartered Accountants of India, in the preparation of financial
statements. No deviation is made in following the same.
Particulars of loans, guarantees or investments
During the year under review, the Company has not made any loans or given guarantees.
For investments which are governed by the provisions of section 186 ofthe Companies Act,
2013, please refer notes to financial statements.
Familiarization programmes for Directors
The Board members are provided with necessary documents/brochures, reports and internal
policies to enable them to familiarize with the Company's procedures and practices.
Disclosure under Section 197(12) of the Companies Act, 2013 and other disclosures as
per rule 5 of Companies (Appointment & Remuneration) Rules, 2014
During the year under review, there were no employees of the Company drawing
remuneration exceeding the specified limit under the said section, hence the details
prescribed under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable. The
Directors of the Company does not draw any remuneration from the Company. Hence, the
disclosure under Section 197(12) read with Rule 5(1) of the Companies Act, 2013 are not
furnished.
Management Discussion and Analysis
During the year, there was no operation in the Company due to unavoidable circumstances
beyond the control of the Company. The Company regularly identifies reviews and assesses
such risk and decides appropriate guideline for mitigating the same. The Company has
instituted adequate internal control procedure commensurate with the nature of its
business and the size of its operations. Internal audit is conducted at regular intervals.
Transparency refers to sharing information and acting in an open manner. Processes and
information are directly accessible to those concerned with them, and enough information
is provided to understand and monitor them. Your company believes in total transparency in
sharing information about its business operations with all its stakeholders. Your Company
strives to provide maximum possible information in this report to keep the stakeholders
updated about the Company from time to time.
Acknowledgements
Your Directors wishes to thank the Company's members and esteemed business associates
for their valued contributions and support.
| For and on behalf of the Board |
|
| Mr. Bhupat Chaniyara |
Jagdish Zalavadia |
| Executive Director & CEO |
Executive Director & CFO |
| (DIN:10327428) |
(DIN: 10327440) |
| Place: Boisar |
|
| Date: May 24, 2024 |
|
|