TO
THE SHAREHOLDERS
Your Directors present the EIGHTY-EIGHT ANNUAL REPORT of your
Company together with the Audited Statements of Accounts for the year ended 31st
March, 2023.
1. FINANCIAL RESULTS Amount ( .)
|
Year ended 31st
March, 2023 |
Year ended 31st
March, 2022 |
Profit/Loss for the year |
(10,84,153) |
(12,47,556) |
Less: Provision for Current Tax |
-- |
-- |
Total |
(10,84,153) |
(12,47,556) |
Less: Prior Year Tax adjustments |
-- |
-- |
Less: Additional Depreciation pursuant to enactment of
Companies Act 2013 |
-- |
-- |
Add: Balance of Profit brought forward |
(1,44,18,166) |
(1,31,70,610) |
Balance carried to Balance Sheet |
(1,55,02,319) |
(1,44,18,166) |
2. DIVIDEND
In view of the accumulated losses, the Directors do not recommend any
dividend for the year under report.
3. CHANGE IN THE NATURE OF BUSINESS, IF ANY
There has been no change, in the nature of business of the Company.
4. MANAGEMENT ANALYSIS
The Company is exploring diversification into allied activities
within the ambit of the Objects Clause in the Memorandum of Association.
5. MATERIAL CHANGES BETWEEN THE END OF THE FINANCIAL YEAR AND
THE DATE OF THE BOARD REPORT
There has been no material change between the end of the Financial Year
and the date of the Board Report.
6. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
WITH REFERENCE TO THE FINANCIAL STATEMENTS
There are adequate internal control procedures commensurate with the
size of the Company and the nature of its business, for the purchase of inventory and
fixed assets and for the sale of goods.
7. DETAILS OF SUBSIDIARY/JOINT VENTURES
As on the date of this Report, the Company has no Subsidiary or
Joint Venture.
8. ASSOCIATE COMPANIES
As on the date of this Report, there is no Associate Company.
9. FIXED DEPOSITS
The Company has not invited/accepted any deposits from the public
during the year ended 31st March, 2023.
10. AUDITORS
There are no observations (including any qualification, reservation,
adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any
explanation from the Directors
11. ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) and Section 92 of
the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014,
Annual Return of the Company as at 31st March, 2023 will be uploaded on the website of the
Company at www.aecl.net
12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The nature of business being retailing, providing information with
regard to conservation of energy and technology absorption as required under Section 134
of the Companies Act, 2013 and the Rules thereunder and forming part of this Report does
not arise for your Company. Further, the Company neither used nor earned any foreign
exchange during the year under report.
13. CORPORATE SOCIAL RESPONSIBILITY
Since the Company?s net worth as well as its net profits are
both below the minimum prescribed limits, the provisions of clause (o) of
Section 134(3) of the Companies Act, 2013 read together with Rule 9 of
the Companies (Corporate Social Responsibility) Rules, 2014 do not apply and hence
disclosures on Corporate Social Responsibility are not required to be given.
14. DIRECTORS:
All Independent Directors have given declarations that they meet the
criteria of Independence as laid down under Section 149 (6) of the Companies Act, 2013 and
Clause 49 of the Listing Agreement.
Mr. Milan B. Dalal, Director (DIN 00062453), retires at the ensuing
Annual General Meeting and, being eligible, offers himself for reappointment.
15. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the year 2022-2023, the Board of Directors met 5 times viz.
on May 11, 2022, June 15, 2022, August 10, 2022, November 10, 2022 and February 08, 2023
16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
The Company has not granted any loans, secured or unsecured to
companies, firms or other parties covered in the register maintained under Section 189 of
the Companies Act, 2013 and hence no information is required to be furnished.
Details of investments in all bodies corporate are given in Note No.4
in the Financial Statements.
17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The Company?s contract with related parties are given in Note
No. 19 of the Financial Statement has not entered into any contract or arrangement with
related parties.
18. MANAGERIAL REMUNERATION
The Key Managerial Personnel are not paid any remuneration.
19. SECRETARIAL AUDIT REPORT
M/s Sanjay Soman & Associates, Company Secretaries in
Whole-time Practice, Mumbai, were appointed Secretarial Auditors of the Company pursuant
to the provisions of Section 204 of the Companies Act, 2013 and the Rules made thereunder.
The Secretarial Audit Report issued by M/s Sanjay Soman &
Associates is annexed as Annexure I and forms part of this Report.
20. CORPORATE GOVERNANCE CERTIFICATE
The provisions pertaining to Corporate Governance do not apply to the
Company and hence the Company is not required to furnish any certificate with regard to
Corporate Governance.
21. RISK MANAGEMENT POLICY
The provisions pertaining to Corporate Governance do not apply to
the Company and hence the Company is not required to furnish any report regarding Risk
Management Policy.
22. PARTICULARS OF EMPLOYEES
During the year under report, there was no employee of the category
mentioned in Section 134 of the Companies Act, 2013 and the Rules thereunder and hence
information in this regard is not required to be furnished.
23. BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its
own performance, Committees of the Board and individual Directors pursuant to the
provisions of the Act and Securities and Exchange Board of India ("SEBI")
(Listing Obligations and Disclosure Requirements) Regulation, 2015. The Board reviewed the
performance of the individual directors on the basis of the criteria such as the
contribution of the individual director to the Board and Committee Meetings like
preparedness on the issue to be discussed, meaningful and constructive contribution and
inputs in Meetings. The performance of the Committees was evaluated by the Board after
seeking inputs from the Committee Members on the basis of the criteria such as the
composition of committees, effectiveness of committee meetings, etc. In a separate meeting
of Independent Directors, performance of non-Independent Directors was evaluated.
24. DIRECTORS? RESPONSIBILITY STATEMENT
As required under Sections 134(3)(c) and 134(5) of the Companies
Act, 2013, the Directors hereby confirm that:
1. In the preparation of the Annual Accounts, the applicable accounting
standards have been followed.
2. They have selected such accounting policies and applied them
consistently and made judgements and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairsof the Company at the end of the
financialyear covered under this Report and of the profit of the Company for the year.
3. They have taken proper and sufficient care for the maintenance of
adequate accounting records in this Act for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
4. The Annual Accounts have been prepared on a going concern basis.
5. They have laid down internal financial controls to be followed by
the Company and that such internal financial and were operating effectively.
6. They have devised proper systems to ensure compliance with the
provisions of all applicable laws and such systems were adequate and operating effectively.
25. ACKNOWLEDGEMENTS
Your Directors wish to place on record their appreciation of the
co-operation and diligent efforts of the employees of your Company.
#SARStart#
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