To,
The Members,
The Directors present their 39thAnnual Report on the business and operations
of the Company and the accounts for the Financial Year ended March 31, 2023.
Financial summary:
Particulars |
2022-23 |
2021-22 Rs. |
Profit/(Loss) for the year before Depreciation |
(398881) |
(5468640) |
Less : Depreciation |
- |
- |
Profit/(Loss) for the year before taxation |
(398881) |
(5468640) |
Less: Provision for taxation |
|
- |
Profit/(Loss) after taxation |
(398881) |
(5468640) |
Add : Balance as per last B/S. |
(798100) |
4670539 |
Profit/(Loss) available for appropriation |
(1196981) |
(798100) |
Balance carried to B/S |
(1196981) |
(798100) |
• Company's working during the year:
As required, we are producing here the Annual Report for the financial year ended
20222023.
The year under report is much the same as the previous few years, however with
additions of a few more negatives. The shareholders are aware that the company has been
unable to pay the listing fees to the Bombay Stock Exchange since the year 2020 and
moreover the company has been unable to duly comply with the requisite compliances under
the listing agreement with the Bombay Stock Exchange, as a consequence thereof the company
received in the month of April 2023, a show cause notice for the compulsory delisting of
the shares of the company on the Bombay Stock Exchange along with a demand of Rs.
41,47,700/- as fees / fines with the condition of fulfilling's of the pending listing
requirements.
The company in its present circumstances is unable to comply with the demand made in
the said show cause notice and therefore the Bombay Stock Exchange issued preliminary
notices in the local press, on the 24thof June 2023 for the conditions of the
compulsory delisting of the company's shares. With tire land development project at taluka
Palghar still mired in litigation and the company with no resources, it is imminent that
the company's shares shall be delisted.
• Dividend:
There being no business for last many years hence no income, therefore no scope for
dividend.
• Reserves:
Loss in the Statement of Profit and Loss account has been carried to Balance Sheet.
• Directors and Key Managerial Personnel:
Ms. Anita Sanjay Kanungo(DIN: 05323368) Director retires by rotation at the forthcoming
Annual General Meeting and being eligible, offers herself for reappointment.
• Particulars of Employees:
There are no employees in the company and company is paying no remuneration and
therefore no receipt of remuneration in excess of the limits mentioned in Rule 5 of
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
• Meetings of the Board:
In the year, 2022-23 Board Meetings were held on 29-04-22, 15-07-22, 12-08-22, 26-0822,
31-10-22 and 13-01-23. "
The intervening gap between the Meetings was within the period prescribed under the
Companies Act, 2013.
• Board Evaluation:
There being no business this year and annual evaluation of its own performance,
pursuant to the provisions of the Companies Act, 2013, is brief/nil.
The paid-up capital of the Company does not exceed Rs. 10 crores and also the net worth
of the Company has never been Rs. 25 crores or more at any time in the history of the
Company, Corporate Governance is not applicable to the Company.
• Declaration by Independent Directors:
The Company has received declarations from the Independent Directors that they meet the
criteria of independence as provided in sub-section (6) of Section
149 of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations,2015.
• Remuneration Policy:
For the reasons stated earlier, the requirement and formation of a recommendation of
the Nomination & Remuneration Committee is at present redundant, as there are no
employees and nor are any directors drawing any remuneration.
• Auditors:
The Auditors' Report does not contain any qualifications.
The statutory Auditors M/s. Sujoy P Mehta & Associates, Chartered Accountants,
Mumbai, (Registration No. 138588W) have been re-appointed to hold office till the
conclusion of the 43rd Annual General Meeting.
• Secretarial Audit Report:
In terms of Section 204 of the Act and Rules made there under, M/s. A. U
Thakurdesai& Co., Practicing Company Secretaries were appointed as Secretarial
Auditors of the Company to conduct audit for the year 2022-23. The report of the
Secretarial Auditors is enclosed as Annexure I to this report.
The Company is unable to pay for a qualified Company Secretary and further a company
with no business activity can offer no scope of learning or growth or inclination or
earnings commensurate to qualifications.
The Company has been unable to pay the listing fees and has been unable to comply with
applicable provisions of Securities and Exchange Board of India (Listing Obligations And
Disclosure Requirements) Regulations, 2015 and in view thereof informed the BSE for
allowing the delisting of its shares.
Further there being no business in the Company, no one is willing to join the Board as
Independent Director.
• Internal Audit & Controls:
M/s Pankaj ,B. Mehta & Associates Chartered Accountants (Firm Reg no. 107342W) were
appointed as internal auditor of the company for the financial year 2022-23.
• Vigil Mechanism:
There are no employees presently in the employment of the company and there is no
business operations. In view of these circumstances there appears no need for a vigil
mechanism. If and when the Company's business operations commence, a Vigil Mechanism will
be established for directors and employees to report genuine concerns, as required under
Section 177(9) & (10) of the Companies Act, 2013.
• Risk management policy
The Company in the last two decades has not had any significant working/operations,
which is clearly evidenced in the financial statements. The management is considering
liquidating the land at Zanzaroli, Palghar on as is where is basis to help the company
stay afloat.
• Material changes and commitments affecting the financial position of the
Company:
There were no material changes in the financial position of the Company which have
occurred between the end of the financial year of the company to which the financial
statements relate and the date of the report.
• Details of adequacy of internal financial controls with reference to the
Financial Statements:
The Company has internal financial controls which are adequate for ensuring the orderly
and efficient conduct of the business, including adherence to the Company's policies, the
safeguarding of assets, the prevention and detection of frauds and errors, the accuracy
and completeness of accounting records and timely preparation of reliable financial
information.
• Deposits:
During the year under review, the Company has not accepted any deposits.
• Particulars of loans, guarantees or investments:
During the year under review the Company has neither made any loans or investments nor
given any guarantees given under the provisions of Section 186 of Companies Act, 2013. ' '
• Particulars of contracts or arrangements with related parties:
There are no contracts or arrangements entered into with related parties referred to in
Section 188(1) of Companies Act, 2013.
• Disclosure Under The Sexual Harassment Of Women At Workplace (Prevention,
Prohibition And Redressal) Act, 2013:
Since the Company is not having any employees and no women employee on its payroll as
on date, the Company has not framed any policy for prevention of Sexual Harassment of
Women at Workplace.
• Conservation of energy, technology absorption and foreign exchange earnings
and outgo:
a) The disclosure pursuant to Section 134 (3) (m) of the Companies Act, 2013, read
with the Rule 8 of The Companies (Accounts) Rules, 2014 in temis of Conservation of Energy
and Technology Absorption is not required to be given considering the nature of Company's
business.
b) Foreign Exchange Earnings and Expenditure: NIL
• Human Resources:
The Company has no employees since 1st July, 2015.
• Directors' Responsibility Statement:
The Board of Directors confirms that:
• in the preparation of the annual accounts, the applicable accounting standards
had been followed along with proper explanation relating to material departures;
• 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 at the end of the
financial year and of the loss of the company for that period;
• the directors had taken 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;
• the directors had prepared the annual accounts on a going concern basis; and
• the directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively.
• the directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
• Disclosure under Section 164;
None of the Directors of your company are disqualified from being appointed as
Directors specified under Section 164 of Companies Act, 2013.
• Transfer of Amounts to Investor Education and Protection Fund:
Your Company did not have any funds lying unpaid or unclaimed for a period of seven
years. Therefore, there were no funds which were required to be transferred to hrvestor
Education and Protection Fund (IEPF).
• Listing with Stock Exchanges:
The Company has not paid the Annual Listing Fees for the years 202-2021, 2021-2022 and
2022-2023 to BSE Limited, where the Company's Shares are listed.
• Acknowledgements:
The Board place on record its appreciation for the support and co-operation your
Company has received.
|
For and on behalf of the Board of Directors |
|
-sd- |
|
Sanjay Kanungo |
Place: Mumbai |
Managing Director |
Date: 07-08-2023 |
(DINT 00568508) |
|