Dear Members,
The Board of Directors hereby submits the report of the business and operations of your
Company together with the audited financial statements for the financial year ended March
31, 2024.
Financial Performance
Your Company’s financial performance for the year under review as compared with
that during the previous year is summarized below:
(Amt. in lakhs)
Particulars |
Financial Year ended |
|
March 31, 2024 |
March 31, 2023 |
| Revenue from Operations |
0.00 |
71.99 |
| Other Income |
274.20 |
208.30 |
| Total Income |
274.20 |
280.29 |
Profit/ loss before Depreciation, Finance Costs, Exceptional items and
Tax Expense |
235.55 |
184.09 |
Less: Depreciation/ Amortisation/ Impairment |
0.00 |
23.41 |
Profit/ loss before Finance Costs, Exceptional items and Tax Expense |
235.55 |
160.68 |
| Less: Finance Costs |
0.00 |
1.23 |
Profit/ loss before Exceptional items and Tax Expense |
235.55 |
159.45 |
| Add/ (less): Exceptional items |
0.00 |
835.85 |
| Profit/ loss before Tax Expense |
235.55 |
995.30 |
| Less: Tax Expense |
62.06 |
145.05 |
| Profit/ loss for the year (1) |
173.49 |
850.25 |
| Total Comprehensive Income/ loss (2) |
0.00 |
(1.76) |
| Total (1+2) |
173.49 |
848.49 |
State of the Company’s affairs
a) The Company is engaged in the business as property developers and allied services.
There has been no change in the business of the Company during the year ended March 31,
2024.
b) The highlights of the Company’s performance are as under:
Total Income and Operating Profit (Loss) for the year under review amounted to Rs.
274.20 Lakh and Rs. 235.55 Lakh respectively as compared to Rs. 280.29 Lakh and Rs. 184.09
Lakh, in the previous financial year. The Profit (Loss) before Tax and Profit (Loss) after
Tax for the year under review amounted to Rs. 235.55 Lakh and Rs. 173.49 Lakh respectively
as compared to Rs. 995.30 Lakh and Rs. 850.25 Lakh, in the previous financial year.
Other Material Changes
A Share Purchase Agreement was executed between the erstwhile promoters of the Company
i.e Mr. Sandeep Sethi, Mr. Gurupreet Sangla, Mr. Harvinder Singh and Mr. Sanjay Arora and
the Mr. Sunil Hukumat Rajdev on in respect of the shares held by the erstwhile promoters.
Subsequently, open offer of 26,95,852 equity shares was made by the acquirer against
which 1,40,000 equity shares were tendered by the public.
During the year under review, the Open Offer under SEBI (SAST) Regulations, 2011 by the
new Promoter Mr. Sunil Hukumat Rajdev was completed and he acquired the equity shares held
by the promoters of the Company.
Post completion of the Open Offer under SEBI (SAST) Regulations, 2011, the Promoter and
Promoter Group Shareholders were reclassified as Public Shareholders under the provisions
of Regulation 31A of SEBI (Listing Obligations and Disclosure Requirements) Regulations
2015.
Management’s discussion and analysis report
In terms of the provisions of Regulation 34 of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter
referred to as Listing Regulations), the Management’s discussion and analysis report
is set out in this Annual Report.
Share Capital
a) Equity shares with differential rights
The Company has not issued any equity share with differential rights during the year
under review.
b) Buy Back of Securities
The Company has not bought back any equity shares during the year under review.
c) Sweat Equity
The Company has not issued any sweat equity shares during the year under review. d)
Bonus Shares
No bonus shares were issued during the year under review.
e) Employees Stock Option Plan
The Company has not provided any stock option scheme to the employees.
Investor Education and Protection Fund (IEPF)
There were no amounts which were required to be transferred to the Investor Education
and Protection Fund by the Company during the year under review.
Directors and Key Managerial Personnel
As per the Articles of Association of the Company and the relevant provisions of the
Companies Act, 2013, Mr. Narendra Kumarchitosia (DIN 09487160) is liable to retire by
rotation at the ensuing Annual General Meeting (‘AGM’) and being eligible, offer
himself for re-appointment. Keeping in view his expertise, experience and knowledge, the
Board considers it desirable to continue to avail his services and recommends his
re-appointment.
During the year under review, Ms. Sanjana Rani, Company Secretary of the Company was
appointed as Chief Financial Officer of the Company with effect from July 12, 2023 in
recognition of her performance and dedication towards the Company.
Further, Mr. Sandeep Sethi and Mr. Gurupreet Sangla, Managing Directors of the Company
have tendered their resignations post completion of the Open Offer under SEBI (SAST)
Regulations, 2011, by the new Promoter Mr. Sunil Hukumat Rajdev. Their resignations were
effective from the closing of the business hours of February 14, 2024.
Ms. Afsana Mirose Kherani (DIN: 09604693), Mr. Narendra Kumar Chitosia (DIN: 09487160)
and Mr. Nitin Ashokkumar Khanna (DIN: 09816597) were appointed as an Additional
Non-Executive Directors on the board of the Company in the Board meeting held on March 20,
2024.
Mr. Harvinder Singh and Mr. Sanjay Arora, Executive Directors of the Company have also
tendered their resignations post completion of the Open Offer under SEBI (SAST)
Regulations, 2011, by the new Promoter Mr. Sunil Hukumat Rajdev. Their resignations were
effective from the closing of the business hours of March 20, 2024.
After the closure of the financial year under review, the Independent Directors of the
Company i.e Mr. Ratinder Pal Singh Bhatia, Mr. Sanjay Sharma and Ms, Roopal Sharma, also
gave their resignation pursuant to the completion of the Open Offer under SEBI (SAST)
Regulations, 2011, by the new Promoter Mr. Sunil Hukumat Rajdev effective from the April
1, 2024.
Subsequently, Mr. Lovish Kataria (DIN: 06925922) and Ms. Namrata Sharma (DIN: 10204473)
were appointed as an Additional Non-Executive Independent Director for a term of 5 years
with effect from May 01, 2024, subject to the approval of members in the ensuing General
Meeting.
Particulars of Loans, Guarantees or Investments
Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013
form part of the notes to the financial statements provided in this Annual Report.
Particulars of Contracts or Arrangements made with Related Parties
In line with the requirements of the Companies Act, 2013 and Listing Regulations, a
Policy on Related Party Transactions is in place. The policy intends to ensure that proper
reporting, approval and disclosure processes are in place for all transactions between the
Company and Related Parties.
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 business. There are no
materially significant related party transactions made by the Company which may have
potential conflict with interest of the Company at large. Accordingly, particulars of
contracts or arrangements with related parties referred to in Section 188(1) of the
Companies Act, 2013 in Form AOC-2 do not form part of the report. The details of the
related party transactions are set out in Note 32 to the financial statements forming part
of this Annual Report.
Transfer to reserves
The closing balance of the retained earnings of the Company for the financial year
2024, after all appropriation and adjustments was Rs. 1405.64 Lakh. No retained earnings
have been transferred to General Reserve, during the year under review.
Dividend
To retain funds for future projects, your Directors do not recommend any dividend for
the year ended March 31, 2024.
Deposits
The Company has neither accepted nor renewed any deposits during the year under review.
Remuneration Policy
The policy of the Company on directors’ appointment and remuneration, including
criteria for determining qualifications, positive attributes, independence of a director
and other matters provided under sub-section (3) of Section 178 of the Companies Act,
2013, is in place. We affirm that the remuneration paid to the directors is as per the
terms laid out in the nomination and remuneration policy of the Company. The disclosure
pertaining to the managerial remuneration is mentioned in the Corporate Governance Report.
Particulars of Employees
The particulars of employees in accordance with the provisions of Section 197(12) of
the Companies Act, 2013, read with Rule 5(1) of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is appended as Annexure 1 to the Board’s report.
The information required under Rule 5 (2) and (3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure forming part
of the Report.
Annual Evaluation of Board Performance and Performance of its Committees and of
Directors
Pursuant to the applicable provisions of the Companies Act, 2013 and the Listing
Regulations, the Board has carried out an annual evaluation of its own performance,
performance of the Directors as well as the evaluation of the working of its Committees.
The Nomination and Remuneration Committee has defined the evaluation criteria, procedure
and time schedule for the performance evaluation process for the Board, its Committees and
Directors. The detailed manner in which formal annual evaluation has been made by the
Board has been mentioned in the Corporate Governance Report which is part of this report.
Meetings of the Board
The Board of Directors met 10 (Ten) times during the year ended March 31, 2024 i.e. in
accordance with the provisions of the Companies Act, 2013 and rules made there under. For
further details, please refer report on Corporate Governance which forms part of this
Annual Report.
Declaration by Independent Directors
The Company has received necessary declaration from each Independent Director under
Section 149(7) of the Companies Act, 2013, that he/ she meets the criteria of independence
laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the Listing
Regulations.
All Independent Directors have registered themselves with the Indian Institute of
Corporate Affairs for the inclusion of their name in the data bank of independent
directors, pursuant to the provision of Rule 6(1) of Companies (Appointment and
Qualification of Directors) Rules, 2014. Further, they have confirmed that they shall
comply with other requirements, as applicable under the said rule.
In accordance with the provisions of the Companies Act, 2013, none of the Independent
Directors are liable to retire by rotation.
Familiarization Program of Independent Directors
The details of familiarization program for Independent Directors are in place. The
Company issues a formal letter of appointment outlining his/ her role, function, duties
and responsibilities, at the time of appointment of an independent director.
Separate Independent Directors’ Meeting
During the financial year ended March 31, 2024, separate meeting of the Independent
Directors was held on March 25, 2024 without the attendance of non-independent directors
and members of the management. Independent Directors Meeting considered the performance of
Non-Independent Directors and Board as whole and assessed the quality, quantity and
timeliness of flow of information between the Company Management and the Board.
Internal Financial Control and its adequacy
The Company has in place adequate internal financial controls with reference to
financial statements. During the year, such controls were tested and no reportable
material weakness in the design or operation was observed.
Statutory Auditors
In terms of Section 139 of the Companies Act, 2013, read with Companies (Audit and
Auditors) Rules, 2014, Members of the Company in the 29th Annual General
Meeting held on September 29, 2022 approved the appointment of M/s VSD & Associates,
Chartered Accountants (FRN: 008726N), as the Statutory Auditors of the Company for a term
of 5 years i.e. from the conclusion of 29th Annual General Meeting till the
conclusion of 34th Annual General Meeting of the Company.
However, after the closure of the financial year under review, M/s VSD &
Associates, Chartered Accountants (FRN: 008726N), had tendered their resignation, due to
their pre-occupation in other assignments, effective from May 11, 2024.
In order to fill the casual vacancy so created by the resignation of M/s VSD &
Associates, Chartered Accountants, M/s GSA & Associates LLP, Chartered Accountants,
were appointed in a Board Meeting held on June 14, 2024, as the Statutory Auditors of the
Company, subject to the approval of the shareholders in the general meeting, to hold the
office up to the conclusion of the ensuing Annual General Meeting of the Company.
Further, M/s GSA & Associates LLP, Chartered Accountants, submitted their
resignation as Statutory Auditors of the Company effective from July 23, 2024.
Therefore, M/s S D P M & Co. Chartered Accountants, (ICAI Firm Registration No.
126741W) were appointed as a Statutory Auditors in the Board meeting Held on 07th
August 2024 in a casual vacancy caused due to the resignation of M/s GSA & Associates
LLP, Chartered Accountants, to hold the office for the period up to the conclusion of the
ensuing Annual General Meeting of the Company.
Auditors’ Report
The Report given by M/s VSD & Associates, Chartered Accountants on the financial
statement of the Company for the year ended March 31, 2024 is part of the Annual Report.
The observation of the Auditors along with comments of the Board of Directors thereon is
as follows:
"In our opinion and according to the information and explanations provided to us,
the provisions of Section 45-IA of the Reserve Bank of India Act, 1934 (2 of
1934) is applicable to the Company, because the company’s financial assets
constitute more than 50 per cent of the total assets and income from financial assets
constitute more than 50 per cent of the gross income. However, the company does not
obtained registration under the provision of Section 45-IA of the Reserve Bank of India
Act, 1934, because as per the management the transaction entered are temporary in nature
and it has breached the limit specified under the provision Section 45-IA due to certain
specific transactions."
| Auditor Comment |
Management Response |
In our opinion and according to the information and
explanations provided to us, the provisions of Section 45-IA of the Reserve Bank of India
Act, 1934 (2 of 1934) is applicable to the Company, because the company’s financial
assets constitute more than 50 per cent of the total assets and income from financial
assets constitute more than 50 per cent of the gross income. However, the company does not
obtained registration under the provision of Section 45-IA of the Reserve Bank of India
Act, 1934, because as per the management the transaction entered are temporary in nature
and it has breached the limit specified under the provision Section 45-IA due to certain
specific transactions (refer note no 48). |
There was no business in previous year, hence the company
has taken loan for the utilization in the business and the same will be repaid in future
times. |
Accounts along with notes and Independent Auditors’ Report (except as aforesaid)
are self-explanatory and do not require further explanation and clarification.
Accounts along with notes and Independent Auditors’ Report (except as aforesaid)
are self explanatory and do not require further explanation and clarification.
Secretarial Auditor
As required under Section 204 of the Companies Act, 2013 and rules thereunder, the
Board has appointed CS Megha Samdani Proprietor of MK Samdani & Co., as secretarial
auditor of the Company for the financial year 2023-24. The secretarial audit report for
the financial year 2023-24 forms part of this report as Annexure 2. The secretarial audit
report does not contain any qualification, reservation or adverse remark.
Corporate Governance Report
The Corporate Governance Report, as stipulated under the Listing Regulations, forms
part of this Report. Your Company has in place all the statutory Committees required under
the law. Details of Board Committees along with their terms of reference, composition and
meetings of the Board and Board Committees held during the year, are provided in the
Corporate Governance Report. The Company has adopted the policies in accordance with the
Companies Act, 2013 and the Listing Regulations.
The requisite Certificate issued by Megha Samdani, Company Secretaries, in line with
the Listing Regulations is annexed and forms part of the Corporate Governance Report.
Subsidiaries, Joint Ventures and Associate Companies
The Company does not have any Subsidiary, Joint venture or Associate Company.
Change in registered office
During the year, the registered office of the Company was shifted to 8/18/, Basement,
Kalkaji Extension, New Delhi 110019, with effect from March 20, 2024.
Annual Return
The Annual return as required under Section 92(3) read with Section 134(3)(a) of the
Companies Act, 2013 is available on the Company’s website at https://ettgroup.in/
Secretarial Standards
The applicable mandatory Secretarial Standards, i.e., SS-1: Secretarial Standard on
Meetings of the Board of Directors and SS-2: Secretarial Standard on General Meetings
issued by the Institute of Company Secretaries of India, have been followed by the
Company.
Corporate Social Responsibility
The Company has not developed and implemented any Corporate Social Responsibility
initiatives as the provisions of Section 135 of the Companies Act, 2013 are not applicable
to the Company.
Audit Committee
The details pertaining to the composition of the audit committee are included in the
Corporate Governance Report, which is a part of this report.
Directors’ Responsibility Statement
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the
Board hereby submits its responsibility statement:-
(a) in the preparation of the annual accounts, the applicable accounting standards have
been followed and there are no material departures therefrom;
(b) 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;
(c) the 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) the annual accounts are prepared on a going concern basis;
(e) the internal financial controls are laid to be followed by the Company and that
such internal financial controls are adequate and are operating effectively; and
(f) The proper systems have been devised to ensure compliance with the provisions of
all applicable laws and such systems are adequate and operating effectively.
Vigil Mechanism Policy
A Vigil Mechanism Policy is constituted for Directors and employees to provide
appropriate avenues to report to the management instances of unethical behavior, actual or
suspected, fraud or violation of the Company’s code of conduct. The Company has
provided dedicated e-mail id ettsecretarial@gmail.com for reporting such concerns to
Vigilance Officer or to the Chairman of the Audit Committee in exceptional cases.
Alternatively, employees can also send written communications to the Company. The
employees are encouraged to voice their concerns by way of whistle blowing and all the
employees have been given access to the Audit Committee. The Whistle Blower Policy is in
place with the Company.
Reporting of frauds by Auditors
During the year under review, neither the statutory auditors nor the secretarial
auditor has reported to the audit committee, under Section 143(12) of the Companies Act,
2013, any instances of fraud committed against the Company by its officers or employees,
the details of which would need to be mentioned in the Directors Report.
Listing
The equity shares of your Company are listed on BSE Limited. The Annual Listing fee for
the financial year 2023-24 has been paid to BSE Limited.
Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013
The Company has in place the Policy on Prevention of Sexual Harassment at Workplace in
line with the requirement of the Sexual Harassment of Women at the workplace (Prevention,
Prohibition & Redressal) Act, 2013. There were no complaint(s) received from any
employee during the financial year 2023-2024.
Risk Management Policy
In today’s economic environment, Risk Management is very important part of the
business. The main aim of risk management is to identify, monitor and take precautionary
measures in respect of the events that may pose risks for the business. Your Company
recognizes risk management as an integral component of good corporate governance. The
Company has developed and adopted a risk management policy. Risks are assessed
encompasses, Operational risks, Internal Control risks, External risks, information
technology risks etc.
Significant and material orders passed by the Regulators or Courts or Tribunals
There are no significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and the company’s operations in future.
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
The following information is given in accordance with the provisions of subsection 3(m)
of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014:
(a) Conservation of Energy & Technology Absorption: Since the Company is not
engaged in any manufacturing activity, issues relating to conservation of energy and
technology absorption are not quite relevant to its functioning.
(b) Export Activities: There was no export activity in the Company during the year
under review.
(c) Foreign Exchange Earnings and Outgo: There was no foreign exchange earning and
expenditure of the Company during the year under review.
Maintenance of Cost Records
Maintenance of cost records and requirement of cost audit as prescribed under the
provisions of Section 148(1) of the Companies Act, 2013 are not applicable on the Company.
Acknowledgement
The Board of Directors wishes to express its gratitude and record its sincere
appreciation for the commitment and dedicated efforts put in by all the employees. Your
Directors take this opportunity to express their grateful appreciation for the
encouragement, cooperation and support received by the Company from the local authorities,
bankers, tenants, suppliers and business associates. The directors are thankful to the
esteemed shareholders for their continued support and the confidence reposed in the
Company and its management.
ETT LIMITED |
BY ORDER OF THE BOARD OF |
| (CIN: L22122DL1993PLC123728) |
DIRECTORS |
REGISTERED OFFICE: 8/18 |
|
| BASEMENT, KALKAJI EXTENSION, |
|
| KALKAJI, SOUTH DELHI, NEW DELHI, |
Sd/- |
| DELHI, INDIA,110019 |
NITIN ASHOKKUMAR KHANNA |
|
ADDITIONAL DIRECTOR |
|
(DIN: 09816597) |
|
Sd/- |
|
AFSANA MIROSE KHERANI |
DATE: 07/09/2024 |
Additional Director |
PLACE: Delhi |
(DIN: 09604693) |
|