Dear Members,
Your Directors present the sixtieth Annual Report of the Company together with the
Audited Financial Statements for the Financial Year ended March 31, 2023.
1. FINANCIAL HIGHLIGHTS
(Rs. Lakh)
Particulars |
Year ended March 31,2023 |
Year ended March 31,2022 |
Total Income* |
236 |
402 |
EBIDTA* |
(9361) |
(59) |
Finance Costs |
362 |
336 |
Depreciation & Amortization |
16 |
26 |
Transfer from Business Re- organization Reserve (BRR) |
- |
320 |
Exceptional Items |
- |
5127 |
Transfer from Business Re- organization Reserve (BRR) |
- |
(5127) |
Profit before Tax and exceptional items |
(9739) |
(88) |
Profit after Tax |
(9739) |
(88) |
Other Comprehensive Income |
- |
13 |
Total including Comprehensive Income |
(9739) |
76 |
2. INDUSTRY STRUCTURE, OPPORTUNITIES & THREATS
As aware, heretofore the Company's structure has been that of a holding company with
businesses being carried out by its operating subsidiaries.
Over a passage of time, due to evolving business circumstances, the Company has
voluntarily and involuntarily divested its interests (either in equity/ preference share
holding or otherwise) in its major subsidiaries viz Binani Cement Limited, Edayar Zinc
Limited, 3B Binani Glass Fibre sarl and others to meets the needs and requirements of
business
Further, the Company found it commercially expedient to divest some of the immovable
and other properties. During the year under review the Company has also sold off its Media
Business with effect from close of business hours of March 31, 2023.
REVIEW OF OPERATIONS
During the financial year ended March 31, 2023, the Company had a total income of Rs.
236 lakh (March 31, 2022 - Rs. 402 lakh) and profit/(loss) after tax of Rs. (9,739) lakh
(March 31, 2022 Rs. (89) lakh).
As at March 31, 2023, the Company's accumulated losses were Rs. (21,843) lakh [as at
March 31, 2022 - Rs. (12,102) lakh], which has eroded its paid-up equity capital of Rs.
3,138 lakh.
Further, the Company's liabilities exceeded its total assets by Rs. (18,705) lakh [as
at March 31, 2022 - Rs. (8,964) lakh].
BUSINESS OUTLOOK
The Company has been advised that the preparation of accounts for the financial year
ended March 31, 2023 on a going concern assumption would not be appropriate. Accordingly,
the accounts of the Company have been prepared on a liquidation basis i.e., assets are
measured at lower of carrying amount and estimated net realisable value and liabilities
are stated at their estimated settlement amounts in the financial results, except for
those items which have separately stated in the notes to accounts.
3. DIVIDEND
In view of loss, the Directors do not recommend any dividend on preference or on equity
shares of the Company for the financial year ended 31st March,
2023.
In terms of Section 47(2) of Companies Act, 2013 Triton Trading Company Private Limited
(TTCPL), the preference shareholder of the Company shall have a right to vote on all
resolutions placed before the Company on account of non-payment of dividend on 12,298,000
- 0.01% Non Cumulative Redeemable Preference Shares of Rs. 100/- each fully paid-up held
by TTCPL in the Company. These shares were allotted on March 31, 2015.
4. RESERVES
No amount is proposed to be transferred to Reserves.
5. SHARE CAPITAL
During the financial year under review there have been no changes in the authorised,
issued, subscribed or paid up share capital of the Company.
6. CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the provisions of sub-section (3) of section 129 of the Companies
Act 2013 and the SEBI (Listing Obligation and Disclosure
Requirements) Regulations,2015, the Consolidated Audited Financial Statements of the
Company including the financial companies of the Company forms part of this Annual Report.
The Consolidated Financial Statements have been prepared in accordance with applicable
Accounting Standards prescribed under Section 133 of the Companies Act 2013.
7. DIRECTORS'RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134(5) of the Act with respect to Directors'
Responsibility Statement, it is hereby confirmed that: i. In the preparation of the
annual financial statement forthefinancialyear ended March 31, 2022, the applicable
Accounting Standards had been followed along with proper explanation relating to material
departures, if any; ii. The Directors had 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, 2022
and of the loss of the Company for the year ended on that date; iii. The Directors had
taken proper and sufficient care 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; iv. The Directors have prepared the annual
accounts for the financialyear ended on March 31, 2023 on a liquidation basis i.e., assets
are measured at lower of carrying amount and estimated net realisable value and
liabilities are stated at their estimated settlement amounts in the financial results,
except for those items which have separately stated in the notes to accounts. v. The
Directors had laid down proper internal financial controls to be followed by the Company
and such financial controls are adequate and are operatingeffectively.The further
strengthen the same; and Companyistakingconstantstepsto vi. The Directors had devised
proper systems to ensure compliance with the provisions of all applicable laws and that
such systems are adequate and operating effectively."
8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
During the year under review, the Company has also sold off its Media Business with
effect from close of business hours of March 31, 2023.
As stated under Business Outlook the accounts of the Company have been prepared on a
liquidation basis i.e., assets are measured at lower of carrying amount and estimated net
realisable value and liabilities are stated at their estimated settlement amounts in the
financial results, except for those items which have separately stated in the notes to
accounts.
9. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES
PROVIDED
Details of loans given, investments made and guarantees given and securities provided
under section 186 of the Companies Act 2013 during the year under review are given in the
Notes to the Standalone Financial Statements.
COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR
ASSOCIATE COMPANIES DURING THE YEAR:-
During the year under review, there were no companies which have become or ceased to
become a subsidiary, joint-venture or an associate of the Company.
During the year under review and as at March 31, 2023, the Company has only 2
subsidiaries viz Royal Vision Projects Private Limited and Global Composite Holdings Inc,
(USA) formerly known as CPI Binani Inc.
10. CONTRACTS OR ARRANGMENTS WITH RELATED PARTIES
All transactions entered into by the Company with related parties were in the ordinary
course of business and at arm's length pricing. As mandated under the Companies Act, 2013
as also the SEBI ( LODR) Regulations, 2015 all the related party transactions were duly
reviewed by the Audit Committee of the Board and approved by the Board of Directors of the
Company.
There are no related party transactions or modifications of the existing contracts or
arrangements with related parties which are required to be disclosed in the Board's
Report.
11. DEPOSIT
The Company has not accepted any deposit from the public within the meaning of
sub-section (31) of section 2 and Section 73 of the Companies Act,
2013 and Rules framed thereunder.
12. OUTLOOK
The suspension of trading in the equity shares of the Company has been revoked by the
BSE Limited and by the National Stock Exchange of India
Limited with effect from February 23, 2023.
In the absence of any viable business plan on hand, the Company has chosen to prepare
the accounts for the financial year ended March 31, 2023 on a liquidation basis as
detailed above.
13. Report on Subsidiary Companies
In accordance with the proviso to section 129(3) of the Companies Act, 2013
("Act"), the salient features of the financial statements of the subsidiary
companies are set out in the prescribed Form AOC 1 which forms part of this Report.
Members desiring to inspect the said Financial Statements or requiring a copy thereof may
send an e-mail to the Company Secretary at mumbai@binani.net.
FINANCIAL HIGHLIGHTS AND BUSINESS OUTLOOK OF THE COMPANY'S SUBSIDIARY COMPANIES: [a]
Royalvision Projects Private Limited
Royalvision Projects Private Limited wholly owned Subsidiary which was incorporated in
the year 2013, is yet to commence any business activity. It is in the process of
identifying areas and opportunities to be able to contribute substantially towards the
objectives of the Group.
The Company incurred marginal loss during the financial year ended 31 st
March, 2023.
[b] Global Composite Holdings Inc. formerly known as CPI Binani Inc. (GCH)
Financial Highlights
(Rs Lakh)
Particulars |
|
|
|
2022 23 |
2021 22 |
Total Revenue |
- |
- |
Profit before Depreciation, Interest and Tax and Exceptional Items |
(0.0002) |
(0.004) |
Provision for Depreciation |
|
- |
Interest and Financial Charges |
|
- |
Profit / (Loss) before Tax |
(0.0002) |
(0.004) |
Provision for Tax |
- |
- |
Profit / (Loss) after Tax |
(0.0002) |
(0.004) |
GCH is on the lookout for a viable business opportunity to recommence its operations.
14. AUDIT OBSERVATIONS
Explanation on Statutory Auditors Report:
The Auditors have issued a qualified audit report on the accounts of the Company for
the financial year ended March 31, 2023 on account of following 3 matters:
1. Inadequate provision in the accounts for the corporate guarantees/letters of
comfort/undertaking given by the Company in the earlier years in respect of its erstwhile
subsidiaries viz Edayar Zinc Limited and BIL Infratech Limited.
It is difficult to estimate the extent, if any, of the Company's exposures in respect
of the liabilities of its subsidiaries under winding up and/or being resolved with Banks
and Creditors. Hence the Company will account for the consequences, if any, of the
exposure as and when there is greater clarity.
2. In the absence of realisable values of certain land and buildings as at March 31,
2023, they are being carried at their book values as at March 31, 2023.
The process of ascertainment of realisable values of is already underway and the
Company shall give effect to the same in the accounts for the current financial year
ending March 31, 2024.
3. Sale of land of the Company to another buyer on the lapse of the Memorandum of
Understanding with the previous buyer of the same.
The matter is sub judice and further the Company has proceeded in the matter only after
obtaining legal advice in the matter and with a view to safeguard the legitimate interests
of the Company. Accordingly, the Company does not foresee any adverse financial
implications of the same.
4. The Company does not have any Inventory/ Debtors/ Interest-Bearing Loans from any
Bank / Financial Institution. Accordingly the relevant ratios are not applicable.
5. The Company has only one unsecured Loan from its Parent company-Triton Trading
Company Private Limited. As the net worth is negative and the Company has incurred loss
for the year, the relevant ratios are not applicable.
15. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
Directors:
During the year under review:
1. Mr Braj Binani (DIN 00009145), Chairman of the Board of Directors of the Company
retired at the 59th Annual General Meeting of the Company held on 27th
September 2022 and chose not to be reappointed. The Company also chose not to fill the
vacancy so created.
2. Mrs Visalakshi Sridhar, Managing Director (DIN 07325198) resigned with effect from
close of business hours of January 31, 2023.
Mr Rajesh Kumar Bagri (DIN 00191709), Non-Executive Director, retires by rotation at
the ensuing Annual General Meeting and has offered himself for re-appointment.
Ms Pankti Yogesh Patel (DIN 10049146) has been appointed as an Independent Woman
Director at the Meeting of the Board of Directors held on April
28, 2023 for a tenure of 5 years till April 27, 2028. The shareholders of the Company
have also approved the appointment as and by way of a special resolution vide postal
ballot conducted for which the last date of voting was July 18, 2023.
Mr. Milin Jagdish Ramani (DIN: 07697636) has also been appointed as an
Independent Director at the Meeting of the Board of Directors held on April
28, 2023 for a tenure of 5 years till April 27, 2028. The shareholders of the Company
have also approved the appointment as and by way of a special resolution vide postal
ballot conducted for which the last date of voting was July 18, 2023.
The Board of Directors have received declarations from all the independent directors
that they meet the criteria of Independence as provided under
Section 149(6) of the Companies Act, 2013 and the SEBI (LODR) Regulations 2015.
Key Managerial Personnel (KMP):
During the year under review:
1. Mrs Visalakshi Sridhar, Chief Financial Officer & Company Secretary of the
Company resigned with effect from close of business hours of January 31, 2023
2. Mr Ashish Turakhia was appointed as the Chief Financial Officer & Company
Secretary of the Company with effect from February 1, 2023
3. Mr. Ashish Turakhia (DIN 02601110), CFO & Company Secretary was also appointed
as the Manager of the Company with effect from April 28,
2023 for a period of 3 years till April 27, 2026. The shareholders of the Company have
approved the appointment as and by way of an ordinary resolution vide postal ballot
conducted for which the last date of voting was July 18, 2023.
The Board of Directors have formulated a Nomination and Remuneration Policy, annexed
hereto as Annexure A, stating the criteria for determining qualifications,positive
attributes and independence of a director and recommends to the Board a policy, relating
to the remuneration for the directors, key managerial personnel and other employees.
16 . AUDITORS
M/s. V.P. Thacker & Co., Chartered Accountants, Mumbai, (FRN:118696W) were
appointed as the Statutory Auditors of the Company at the 57 th AGM of the
Company held on December 29, 2020 for a period of five years up to the conclusion of the
sixty-second Annual General Meeting of the Company to be held in 2025.
M/s. V P Thacker & Co have submitted a declaration to the effect that they continue
to be eligible and independent in terms of Section 141 of the
Companies Act, 2013 read with Rule 10 of Companies (Audit & Auditors) Rules, 2014.
17. PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with
Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, there were no employees drawing remuneration in excess of the
limits set out in the said Rules. Disclosures pertaining 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 forms part of
this Report. However, with regard to the provisions of Section 136(1), read with its
relevant proviso, of the Companies Act, 2013, the Annual Report excluding the aforesaid
information is being sent to the
Members of the Company. The said information is available for online inspection by
members on all working days upto the date of AGM. Any member interested in obtaining such
information may send an email to mumbai@binani.net and the same will be furnished without
any fee.
18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO.
The Company is not engaged in manufacturing activities; hence, the particulars in
respect of Conservation of Energy, Technology Absorption are not applicable to the
Company.
The details of Foreign ExchangeEarnings and Outgo for the Financial Year 2021-22 are as
follows:
(Rs. in Lakh)
Particulars |
31st March, 2023 |
31st March, 2022 |
Expenditure |
|
|
Website maintenance |
- |
0.13 |
Foreign Travelling Expenses |
- |
- |
Interest & Finance Charges on Foreign Currency Loan |
- |
- |
Total |
- |
0.13 |
Earnings |
|
|
Advertisement and Media Services |
1.76 |
4.78 |
Total |
- |
4.78 |
19. TRANSFER OF UNCLAIMED DIVIDENDS AND SHARES TO INVESTORS EDUCATION AND PROTECTION
FUNDS (IEPF).
During the year under review, your Company has transferred a sum of Rs. 1,36,158 to the
Investor Education and Protection Fund of Central Government, in compliance with Section
125 of the Companies Act, 2013 being unpaid/ unclaimed dividend. This amount represents
dividend for the financial year
2014-15 which had been lying unclaimed for a period of 7 years from the due date of the
payment, despite reminders sent to concerned shareholders for claiming the amount.
In compliance with these provisions of Section 124(6) of the Companies Act 2013 read
with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016, your Company has also transferred 1,36,208 equity shares to the Demat
Account of the IEPF Authority, in respect of which dividend had remained unpaid /
unclaimed for a consecutive period of 7 years.
Details of shareholders unpaid/unclaimed dividend as well as shares transferred to IEPF
have been uploaded on to the Company's website.
The shareholders can claim the said dividend/shares from IEPF authorities by filing e-
form No. IEPF-5, as prescribed under the Investor Education and
Protection Fund Authority (Accounting, Auditing, Transfer and Refund) Rules 2016.
20 . MEETINGS OF THE BOARD
During the year under review 6 meetings of the Board of Directors were held. The
details such as the dates of meetings, attendance of the Directors thereat etc. is
provided in Report on Corporate Governance, which forms part of this Report.
21. PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and LODR Regulations, Independent
Directors at their meeting without the participation of the Non-independent Directors and
Management, considered/evaluated the Boards' performance, Performance of the Chairman and
other Non-independent Directors. The Board have undergone a formal review which comprised
Board effectiveness survey, 360 degree and review of materials. This resulted in a full
Board effectiveness report and Directors' feedback. The Board subsequently evaluated its
own performance, the working of its
Committees (Audit, Nomination and Remuneration and Stakeholders Relationship Committee)
and Independent Directors (without participation of the relevant Director). The criteria
for performance evaluation have been detailed in the Corporate Governance Report, which
forms part of this Report.
22. 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 LODR Regulations, the Board
of Directors had approved the Policy on Vigil Mechanism/ Whistle Blower and the same has
been hosted on the website of the Company. This Policy inter-alia provides a direct
access to the Chairman of the Audit Committee. Your Company hereby affirms that no
Director/ employee has been denied access to the Chairman of the Audit Committee and that
no complaints were received during the year. The said policy has been disclosed on the
website of the Company and can be accessed at
https://www.binaniindustries.com/Content/PDFs/whistle-blower-policy202262895040.pdf
23. AUDIT COMMITTEE
The Audit Committee constituted by the Board complies with the requirements under the
Act as well as LODR Regulations. The details with respect of the composition of the Audit
Committee are included in the Corporate Governance Report, which forms part of this
Report. ere not accepted by the Board. w There was norecommendation ofthe Audit Committee
which
24. SECRETARIAL AUDITORS
Pursuant to the provision of Section 204 of the Companies Act, 2013 and Rules made
there under, the Company has appointed M/s HD and Associates
Practising Company Secretaries to carry out Secretarial Audit of the Company for the
Financial Year 2022-23. The Secretarial Audit Report is annexed to this Report as Annexure
B. 25. ANNUAL RETURN
Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return for FY 2022-23 is uploaded on the website
of the Company and the same is available on https://www.binaniindustries.com
26. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY
Given the nature of business and size of operations, your company's internal control
system has been designed to provide for a) Accurate recording of transactions with
internal checks and prompt reporting. b) Adherence to applicable Accounting Standards and
Policies. c) Compliance with applicable statutes, policies and management policies and
procedures. d) Effective use of resources and safeguarding of assets.
The Internal Control Systems provides for well documented policies/ guidelines,
authorisation and approval procedures. Your Company through a firm of Chartered
Accountants carried out periodic audits on all functions based on the plan and brought out
any deviation to the Internal Control Procedures. The observations arising out of the
audit are periodically reviewed and compliance ensured. The summary of Internal Audit
observations and status of implementation are submitted to the Audit Committee. The status
of implementation of the recommendations is reviewed by the Audit
Committee on a regular basis and concerns, if any, are reported to the Board.
27. RISK MANAGEMENT
Whenever any risk areas are identified, the Management takes immediate action,
including seeking assistance from external consultants, to mitigate / minimize the effects
of the same. TheInternal Auditors review the steps taken for risk mitigation /
minimization and the status of the same is reviewed by the Audit Committee periodically.
The Company's Board is conscious of the need to periodically review the risks mitigation
process.
28. POLICY FOR PREVENTION OF SEXUAL HARASSMENT
TheCompany has adopted a policy for prevention, prohibition and redressal of sexual
harassment pursuant to the provisions of the Sexual Harassment of Women at Work Place
(Prevention, Prohibition & Redressal) Act, 2013. The Policy has been placed on the
website of the Company www.binaniindustries. com.
During the year under review, no complaints were received by the Company, pursuant to
the aforesaid Act / Policy.
29. CORPORATE GOVERNANCE
Your Company is fully compliant with the Corporate Governance guidelines, as laid out
in applicable regulations of SEBI (LODR) Regulations, 2015. All the Directors and also the
members of the Senior Management have affirmed in writing their compliance with and
adherence to the Code of Conduct adopted by the Company. The Corporate Governance Report
is attached as Annexure C to this Report.
The Manager, Chief Financial Officer & Company Secretary has given a certificate of
compliance with the Code of Conduct, which forms part of Corporate
Governance Report as Annexure D required under SEBI (LODR), Regulations, 2015.
M/s HD and Associates, Practising Company Secretaries have certified compliance with
the Corporate Governance clauses of SEBI (LODR) Regulations, 2015 and the Certificate in
this regard is attached as Annexure Eto this Report.
The Manager & Chief Financial Officer certification as required under Regulation 17
(8) of SEBI (LODR) Regulations, 2015 is attached and forms part of this Report (Annexure
F). Related Party disclosures/transactions are detailed in Notes to the financial
statements.
30. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company which is a part of the Braj Binani Group, is committed to undertake
activities on an ongoing basis for upliftment of the weaker sections of the society and
for their welfare.
Your Board has constituted a Corporate Social Responsibility Committee (CSR Committee)
pursuant to the provisions of Section135 of the Companies Act, 2013 read with Rules made
there under.
However, your Company was not obliged to spend any amount on CSR activities during the
year under review under the aforesaid provisions of the Act based on the criteria laid
down therein.
The other information relating to CSR activities of the Company is as under:
1 A Brief outline of the Company's CSR policy, Including
overview of projects or programs proposed to be undertaken and a reference to the weblink
to the CSR policy and project or programs. |
The Company by its CSR Activities has committed to
participate in Social cause, be it uplifting the weaker section of the society or communal
developments. The key focus area of the Company's CSR activities are one or more from
amongst the activities specified under schedule VII to the Companies Act, 2013 and Rules
made thereunder. The Company's CSR initiatives shall be integrated with its business
practices with an overall objective of the growth and development of the society and the
Country The CSR Policy of the Company is available at the company's website |
2 The Composition of the CSR Committee. |
Mr. Manoj Shroff Chairman Mr. Sanjib Maity Member Mr.
Pradyut Meyur Member Mr. Rajesh Kumar Bagri Member |
3. Web-link where Composition of CSR committee, CSR Policy and CSR
projects approved by the board are disclosed on the website of the Company: |
www.binaniindustries.com |
4. Details of Impact assessment of CSR projects carried out in
pursuance of sub rule (3) of rule 8 of the Companies (Corporate Social responsibility
Policy) Rules, 2014, if applicable: |
Not Applicable |
5 Average net profit of the Company for last three financial years |
-negative (please refer notes to the Audited Accounts) |
6 Prescribed CSR Expenditure (two per cent of the amount as in item 3
above). |
Not Applicable |
7 Details of CSR spent during the financial year: ear y a)
Totalamounttobespentforthefinancial |
Not applicable in view of point 5 above |
b) Amount unspent, if any; |
|
c) Manner in which the amount spent during the financial year is
detailed below |
|
7 Reason for shortfall in spend |
Not applicable |
8 Responsibility statement of the CSR Committee |
We hereby confirm that the implementation and monitoring of CSR Policy,
is in compliance with CSR objectives and CSR policy of the Company |
9 Whether any capital assets have been created or acquired through CSR
amount spent in the Financial Years |
No, not Applicable |
10 Specify the reason(s), if the company has failed to spend two per
cent of the average net profit as per section 135(5): |
Not Applicable |
.
31. OTHER DISCLOSURES
1. Your Directors state that no disclosures or reporting is required in respect of the
following items, as the same is not applicable to the Company or relevant transactions /
event have not taken place during the year under review.
Issue of Equity shares with differential rights as to dividend, voting or otherwise.
Issue of shares (including sweat equity shares) to employees of the Company under any
scheme.
No significant or material orders were passed by the Regulators or Courts or Tribunals
which impact Company's operations in future.
2. The Company has followed applicable Secretarial Standards, i.e. SS-1 and SS-2,
relating to 'Meetings of the Board of Directors' and 'General Meetings' respectively.
3. The Shareholders have approved Capital Reduction by Cancellation of Paid-up Share
Capital of the Company u/s 66(1)(b)(i) of the Companies Act, 2013 whereby, the issued,
subscribed and paid-up Equity capital of the Company is reduced from Rs.31,36,61,750
(Rupees Thirty One Crore Thirty Six Lakh Sixty One Thousand Seven Hundred Fifty only)
consisting of 3,13,66,175 (Three Crore Thirteen Lakh Sixty Six Thousand One Hundred
Seventy Five Only) equity shares of Rs. 10 (Rupees Ten) each to Rs.31,36,610 (Rupees
Thirty One Lakh Thirty Six Thousand Six Hundred Ten only) consisting of 3,13,661 (Three
Lakh Thirteen Thousand Six Hundred Sixty One Only) equity shares of Rs. 10 (Rupees Ten) by
cancelling and extinguishing, in aggregate, 99% (Ninety nine percent) of the total issued,
subscribed and paid-up equity share capital of the Company, comprising 3,10,52,514 (Three
Crore Ten Lakh Fifty Two Thousand Five Hundred Fourteen only) equity shares of Rs. 10
(Rupees Ten) each. The Scrutinizer's Report dated July 17, 2020 was taken on record by the
Board of Directors and filed with the Stock Exchanges, where the shares of the company are
listed.
4. The provisions of cost audit and maintenance of cost records are not applicable to
the Company.
5. During the year under review, there have not been any instances of fraud and
accordingly, the Statutory Auditors have not reported any frauds either to the Audit
Committee or to the Board under Section 143(12) of the Act.
6. There has been no change in the business of the Company during the financial Year
ended March 31, 2023.
7. Ratios, where there has been significant change (i.e. change of 25% or more as
compared to the immediately
2021-22 to FY 2022-23:
Inventory Turnover Ratio |
The Company has no inventory |
Interest Coverage Ratio |
The company has no loan liability to any Banks / Financial
Institutions. The finance cost mainly is on account of application of Ind AS rules. |
Current Ratio |
The current ratio in 2021-22 was 0.14 and the current ratio in 2022-23
is 0.8. This is mainly on account of repayment of liabilities. |
Return on Net worth |
The Company has incurred loss. |
Operating Profit Margin |
The Company has incurred loss |
Net Profit Margin |
The Company has incurred loss |
ratios are not applicable.
The Company has only one unsecured Loan from its holding company-Triton Trading
Company Private Limited. As the net worth is negative and the Company has incurred loss
for the year, the relevant ratios are not applicable.
8. The suspension in trading of the equity shares of the Company has been revoked by
the BSE Ltd and the National Stock Exchange of India
Limited with effect from February 23, 2023.
32. HUMAN RESOURCES
The employee relation continues to remain cordial. The Group's emphasis on safe work
practices and productivity improvement is unrelenting.
As per Section 197 of the Companies Act, 2013 read with Rule 5 of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the median remuneration
of our employees during the financial year ended March 31, 2023 / as at March 31, 2022 is
Rs.5.9 lakh.
Disclosure of remuneration and other details as required under Section 197(12) of the
Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are annexed herewith as Annexure - G
The Company has 9 permanent employees on its rolls as on March 31, 2023. The Board
places on record its sincere appreciation for the valuable contribution made by the
employees across all levels in the organization.
33. CAUTIONARY STATEMENT
Statements made in this Report, describing the company's objectives, projections,
expectations and estimates regarding future performance may be
"forward looking statements" within the meaning of applicable laws and
regulations and are based on currently available information. The Management believes them
to be true to the best of its knowledge at the time of preparation of this Report.
However, these statements are subject to future events and uncertainties which inter-alia
include regulatory changes, tax laws, economic developments within the Country and other
incidental factors, that could cause actual results to differ materially from those as may
be indicated under such statements.
34. ACKNOWLEDGEMENTS
The Directors wish to express their appreciation for the continued co-operation of the
Central and State Governments, bankers, financial institutions, customers, dealers and
suppliers and also the valuable assistance and advice received from the stakeholders. The
Directors also wish to thank all the employees for their contribution, support and
continued cooperation throughout the year.
For and on behalf of Board of Directors
|
Thakorlal Rajesh Kumar Bagri Manoj Shroff |
Place: Mumbai |
Director Director |
Date: August 4, 2023 |
DIN 00191709 DIN 00330560 |
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