To The Members,
Your Directors have great pleasure in presenting the 22nd Annual Report and
the Audited Accounts of your Company for the year ended 31st March 2024.
FINANCIAL HIGHLIGHTS
(Amount In Lacs)
| Particulars |
Year ended 31st March, 2024 |
Year ended 31st March, 2023 |
| (a)Turnover |
21234.64 |
20048.80 |
| (b)other income |
31.33 |
35.76 |
| (c) Gross Profit/(Loss) (before depreciation and tax) |
1318.14 |
655.89 |
| Less : Depreciation |
727.25 |
353.26 |
| (d) Net Profit/(Loss) before tax |
590.89 |
302.63 |
| Less : Provision for Tax (including for deferred tax) |
104.64 |
76.64 |
| (e) Net Profit/(Loss) After Tax |
486.25 |
225.99 |
DIVIDEND
In view of continuous expansion activities, directors do not recommend any dividend.
TRANSFER TO RESERVES:
The Company has transferred the profit to the reserves during the financial year.
SHARE CAPITAL
There was no change in the Authorized and Paid up share capital of the Company during
the year.
PUBLIC DEPOSITS
During the financial year 2023-24 your Company has not accepted any deposit within the
meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rules, 2014.
SUBSIDIARY, JOINT VENTURES OR ASSOCIATE COMPANIES
Your Company does not have any Subsidiary, Joint Ventures or Associate Company
PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS
During the year under review, the Company has not made any Loans, Guarantees or
Investments within the meaning of the provisions of Section 186 of the Companies Act,
2013.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not
attracted to the company. Therefore Company has not constituted a Corporate Social
Responsibility Committee.
22 Annual Report 2023-24
The provisions of a Corporate Social Responsibility shall be complied by the Company as
and when applicable.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH
HAVE OCCURRED DURING THE YEAR
The Company Has Not Material Changes and Commitments Affecting the Financial Position
of the Company which have Occurred during the Year.
COMMITTEES OF THE BOARD:
The Company has constituted the following committees in compliance with the Companies
Act, 2013 and the Listing Regulations. 1. Audit Committee; 2. Nomination and Remuneration
Committee; 3. Stakeholders Relationship Committee and All these Committees have been
established as a part of the best corporate governance practices. There have been no
instances where the Board has not accepted any recommendation of the aforesaid Committees.
The details in respect to the Compositions, Powers, Roles, and Terms of Reference etc. are
provided in the Corporate Governance Report forming part of this Report.
DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL
As per Annexure attached.
PARTICULARS OF EMPLOYEES & RELATED DISCLOSURES
The information required Pursuant to Section 197(12) of the Companies Act, 2013 read
with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and forming part of the Directors Report for the year ended 31st
March, 2024. Disclosure relating to remuneration and other details as required under
Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 as provided in the
Annual Report. Having regard to the provision of the first proviso to section 136 (1) of
the Act and as advised the Annual Report excluding the aforesaid information is being sent
to the Members of the Company. The said information is available for inspection by the
Members at the Registered Office of the Company during business hours and any Member
interested in obtaining such information may write to the Company Secretary and same will
be furnished.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of Directors presently consists of 4 (Four) Directors including a 1 (One)
Chairman & Managing Director, 1 (One) Non-Executive Director, 2 (Two) Independent
Directors
During the year under review Mr. Naval Kishore Gupta, Independent Director and Mr.
Kishore Kumar Bajaj, Independent Director are re-appointment for another term of five
consecutive years after passing a special resolution in the general meeting..
PENALTIES/PUNISHMENTS/COMPOUNDING OF OFFENCES
During the year, there were no penalties/punishments/compounding offences under the
Companies Act, 2013
DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS
All the Independent Directors have confirmed to the Board that they meet the criteria
of independence as specified under Section 149(6) of the Act and that they qualify to be
independent directors pursuant to the Rule 5 of the Companies (Appointment and
Qualification of Directors) Rules, 2014. They have also confirmed that they meet the
requirements of Independent Director‘ as mentioned under Regulation 16(1)(b) of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The
confirmations were placed before and noted by the Board.
ANNUAL EVALUATION OF BOARD S PERFORMANCE
Pursuant to the provisions of companies Act, 2013 and in accordance with SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out
annual performance evaluation of its own performance, the Directors individually as well
the evaluation of the working of its Audit, Nomination & Remuneration, and Stakeholder
Relationship Committee. The directors expressed their satisfaction with the evaluation
process.
A CERTIFICATE FROM COMPANY SECRETARY IN PRACTICE THAT NONE OF THE DIRECTORS ON THE
BOARD OF THE COMPANY HAVE BEEN DEBARRED OR DISQUIFIFIED FROM BEING APPOINTED OR
CONTINUTING AS DIRECTOR OF THE COMPANY BY THE BOARD/MINISTRY OF CORPORATE AFFAIR OR ANY
SUCH STATUTORY AUTHORITY.
The Certificate of the Company Secretary in practice is annexed herewith as a part of
the report.
BUSINESS RISK MANAGEMENT
Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company has adhered to the principles of
sound risk management and has a Risk Management Policy in Place. The main objective of
this policy is to ensure sustainable business growth with stability and to promote a
pro-active approach in reporting, evaluating and resolving risks associated with the
business. In order to achieve the key objective, the policy establishes a structured and
disciplined approach to Risk Management, in order to guide decisions on risk related
issues.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has adequate system of internal control to safeguard and protect from loss,
unauthorized use or disposition of its assets. All the transactions are properly
authorized, recorded and reported to the Management. The Company is following all the
applicable Accounting Standards for properly maintaining the books of accounts and
reporting financial statements. The internal auditor of the company checks and verifies
the internal control and monitors them in accordance with policy adopted by the company.
The Company continues to ensure proper and adequate systems and procedures commensurate
with its size and nature of its business.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies
(Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the Listing
Regulations, the Company has a whistle blower policy in place for its Directors and
Employees to report concern about unethical behavior, actual or suspected fraud or
violation of the Company‘s code of conduct. The functioning of the vigil mechanism is
reviewed by the Audit Committee from time to time. None of the Directors or employees have
been denied access to the Audit Committee of the Board. During the year, under review, the
Company did not receive any compliant under the said Mechanism.
BOARD MEETINGS
During the year 5 (Five) Board Meetings were held. The provisions of Companies Act,
2013 and listing agreement were adhered to while considering the time gap between the two
meetings.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS.
There have been no significant and material orders passed by the regulators or courts
or tribunals impacting the going concern status and the Company‘s future operations.
ENVIRONMENT & SAFETY:
The Company is very conscious of the need to protect environment. The company is taking
all possible steps for safeguarding the environment.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section on 134(3)(c) read with Section 134(5) of the Companies Act, 2013,
your Directors confirm: a) that in the preparation of the annual financial statements for
the year ended March 31, 2024, the applicable accounting standards have been followed
along with proper explanation relating to material departures, if any; b) that such
accounting policies as mentioned in Notes to the Financial Statements 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, 2024 and of the Profits of the Company for the year ended on that date; c) that
proper and sufficient care has been taken 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; d)
that the annual financial statements have been prepared on a going concern basis; e) that
proper internal financial controls were in place and that the financial controls were
adequate and were operating effectively; f) that systems to ensure compliance with the
provisions of all applicable laws were in place and were adequate and operating
effectively.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on
arm‘s length basis and were in the ordinary course of the business. There are no
materially significant related party transactions made by the company with Promoters, Key
Managerial Personnel or other designated persons which may have potential conflict with
interest of the company at large. All Related Party Transactions were placed before the
Audit Committee & Board for their approval.
SECRETARIAL AUDITOR
The company had appointed Sethi Poonam & Associates to conduct its secretarial
Audit for the financial year March31st, 2024. The Secretarial Auditor has Submitted their
report, confirming Compliance by the Company of all the provisions of applicable Corporate
laws. The report doesn‘t contain any qualification, reservation, disclaim or adverse
remark. The Secretarial Audit Report (in
Form No. MR. 3) is attached as ?Annexure- A to this Report. The board has reappointed
Sethi Poonam and Associates, as Secretarial Auditors of the Company for financial year
2024-25.
COST AUDITOR
In terms of the Companies (Cost Records and Audit) Amendment Rules, 2014, the Company
is not covered under the purview of Cost Audit.
AUDITORS
The Members of the Company in their Annual General Meeting held on 22.09.2023 had
appointed Swarn K Jain & Co, Chartered Accountants, (Firm Registration No: 032917N) as
statutory auditors of the Company, to hold office for a period of 5 years from the
conclusion of the twenty first Annual General Meeting (AGM) of the Company till the
conclusion of the 26th Annual General Meeting on such remuneration as may be
decided by the Board of Directors in consultation with the Statutory Auditors of the
Company.
AUDITORS REPORT
The Statutory Auditors of the Company had submitted Auditors‘ Report on the
accounts of the
Company for the Financial Year ended 31st March, 2024. There is no audit qualification
reservations or adverse remarks or disclaimer in the said financial statements. The
comments in the Auditors‘ Report read with Notes to Accounts are self- explanatory
and do not call for any further explanation.
REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS
The Company is committed to follow the best Corporate Governance practices, including
the requirements under the SEBI Listing Regulations and the Board is responsible to ensure
the same, from time to time. The Company has duly complied with the Corporate Governance
requirements. Further a separate section on Corporate Governance in compliance with the
provisions of Regulation 34 of the Listing Regulations read with Schedule V of the said
regulations alongwith a Certificate from a Practicing Company Secretary confirming that
the Company is and has been compliant with the conditions stipulated under SEBI (Listing
Obligations and Disclosure Requirements) Regulation, 2015 forms part of the Annual Report.
LISTING OF EQUITY SHARES
The fully paid up Equity Shares 15512215 (face value of Rs. 10/- each of the Company
are listed on Main Board BSE Limited (BSE), Mumbai and the listing fees for the Financial
Year have been duly paid to the Stock Exchanges
CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is applicable to the
Members of the Board and all Senior Manager Personnel in the course of day to day business
operations of the company. The Company believes in ?Zero Tolerance against bribery,
corruption and unethical dealings / behaviors of any form and the Board has laid down the
directives to counter such acts. The
Code has been posted on the Company‘s website The Code lays down the standard
procedure of business conduct which is expected to be followed by the directors and all
Senior Manager Personnel in their business dealings and in particular on matters relating
to integrity in the work place, in business practices and in dealing with stakeholders.
DISCLOSURE FOR FRAUD AGAINST THE COMPANY
In term of provision of section 134(3) (a) of the Companies Act, 2013, there were no
instances of fraud which are reported by auditors of the company under section 143(12) of
the companies act, 2013, to the Audit Committee.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
ENERGY CONSERVATION
The prescribed particulars of conservation of energy, technology absorption as
stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts)
Rules, 2014. The Company plays a proactive role in the area of energy conservation and
significant improvement by continuously improving operating practices and energy
conservation.
TECHNOLOGICAL ABSORPTION
Having installed the latest, state-of-art machinery imported from different parts of
the world, the research and development department is continuously on a lookout for
adapting to latest technology innovation and absorption
FOREIGN EXCHANGE OUTGO AND EARNINGS
FOREIGN OUTGO: Nil
FOREIGN EARNINGS: Rs. 3673.16 Lakhs
ANNUAL RETURN
The Draft of annual Return of the Company has been placed at the
website(www.activesourcing.org) of the company pursuant to the provision of section 92
read with rule 12 of the Companies (Management and administration) Rules, 2014
INSURANCE
All the properties of the Company are adequately insured. The Company is also
adequately insured for its activities as stock & currency brokers and depository
participant.
DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013.
The Company has zero tolerance for sexual harassment at work place and has adopted a
policy on prevention, prohibition and redressal of sexual harassment at workplace in line
with the provision of Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the rules framed thereunder. Your Directors further state that as
on date there is no case filed pursuant to the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act 2013
ACKNOWLEDGEMENTS
Your Directors wish to place on record their thanks and gratitude to the Company‘s
Bankers, Customers and other Authorities for their support, co-operation, guidance and
assistance. The Board is also grateful
to the shareholders for their continued confidence. The Board of Directors takes this
opportunity to express their appreciation of the sincere efforts put in by the staff and
executives at all the levels and hopes that they would continue their dedicated efforts in
the future too.
|
For and on behalf of the Board |
| Place: Mohali |
Sd/- |
Sd/- |
| Date: 24.08.2024 |
Rajesh Kumar Mehra |
Renu Mehra |
|
Managing Director |
Director |
|