Dear Shareholders,
Your Directors have pleasure in presenting the 32nd Annual Report together with the
audited statement of Accounts for the year ended 31st March, 2025.
FINANCIAL SUMMARY/ HIGHLIGHTS
The Summarized financial highlights of the Company are as under
(Amount in lacs)
| Particulars |
For the year ended 31.03.2025 |
For the year ended 31.03.2024 |
For the year ended 31.03.2023 |
| Income from Operations |
0.00 |
0.00 |
0.00 |
| Other Income |
823.26 |
0.00 |
0.00 |
| Total Income |
823.26 |
0.00 |
0.00 |
| Total Expenditure |
19.88 |
49.90 |
103.31 |
| Operating Profit / (Loss) |
803.39 |
(49.90) |
(103.31) |
| Depreciation |
- |
- |
- |
| Provision for Taxation |
102.00 |
- |
- |
| Profit / (Loss) after Tax |
701.39 |
(49.90) |
(103.31) |
| Earning Per Share |
0.91 |
(0.06) |
(1.92) |
| Balance Carried Forward from Last Year |
(49.90) |
(103.31) |
- |
| Balance Carried to Balance Sheet |
651.49 |
(153.21) |
(103.31) |
PERFORMANCE DURING THE YEAR UNDER REVIEW
During the financial year ended 31st March, 2025, the Company reported a Total Income
of 823.26 Lacs. The income was entirely derived from Other Income. The company is
exploring new business opportunities and trying to be fully operational.
The Total Expenditure stood at 19.88 Lacs, significantly lower as compared to 49.90
Lacs in the previous year and 103.31 Lacs in FY 2022-23.The reduction in expenditure is
due to the repayment of the loan and the absence of interest payments.
As a result, the Company recorded a Profit Before Tax (PBT) of 803.39 Lacs as against
a Loss of 49.90 Lacs in the previous year. After providing for taxation of 102.00 Lacs,
the Profit After Tax(PAT) stood at 701.39 Lacs, compared to a Loss of 49.90 Lacs in FY
2023-24 and a Loss of 103.31 Lacs in FY 2022-23.
DIVIDEND
To strengthen the financial position of the Company and to augment working capital the
directors of the company regret to declare any dividend in the financial year under
review.
RESERVES AND SURPLUS
The current year profit of 701.39 Lacs has been added to the Surplus at the beginning
of the year of
(232.71) Lacs. Accordingly, the Surplus aggregates to 468.68Lacs at the end of the
year.
STATE OF COMPANY AFFAIRS:
The state of your Company's affairs is given under the heading 'Financial
Summary/Highlights of performance of the Company.
DEPOSITS
Your Company has not accepted any deposits within the meaning of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There have been no material changes and commitments affecting the financial position of
the Company which have occurred between the end of the financial year to which the
financial statements relate and the date of this report.
SHARE CAPITAL
Authorized Capital:
During the year under review, there was no change in the Authorized share capital of
your Company. The Authorized Share Capital of the Company is Rs. 60,00,00,000/- (Rupees
Sixty Crore Only) divided into 20,00,00,000 (Twenty Crore Only) Equity Shares of Rs. 3/-
(Rupees Three Only) each.
Issued, Subscribed & Paid-Up Capital:
The present Paid-up Share Capital of the Company is Rs. 23,06, 21,400/- (Rupees Twenty
Three Crore Six Lacs Twenty One Thousand and Four Hundred Only) divided into 7,68,73,800
(Seven Crore Sixty Eight Lacs Seventy Three Thousand and Eight Hundred) Equity Shares of
Rs.3/- (Rupees Three Only) each.
UTILIZATION OF FUNDS RAISED THROUGH PREFERENTIAL ISSUE OF EQUITY SHARES:
During the year under review, the Company has not raised any funds through preferential
issue of equity shares. Accordingly, the disclosure requirements in respect of utilization
of such funds are not applicable to the Company.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an internal financial Control System, commensurate with size, scale and
complexity of its operations. The internal financial controls are adequate and are
operating effectively so as to ensure orderly and efficient conduct of business
operations.
The Audit Committee formulates the scope, functioning, periodicity and methodology for
conducting the internal audit. The internal auditors carry out audit, covering inter alia,
monitoring and evaluating the efficiency & adequacy of internal control systems in the
Company, its compliance with operating systems, accounting procedures and policies at all
locations and submit their periodical internal audit reports to the Audit Committee. Based
on the internal audit report and review by the Audit committee, process owners undertake
necessary actions in their respective areas.
The internal auditors have expressed that the internal control system in the Company is
robust and effective. The Board has also put in place requisite legal compliance framework
to ensure compliance of all the applicable laws and that such systems are adequate and
operating effectively. The Company has in place adequate internal financial controls with
reference to financial statements. Such internal financial controls over financial
reporting are operating effectively and the Statutory Auditor has also expressed their
opinion on the same in the Annexure to the Auditors Report.
RISK MANAGEMENT
Risk is an integral part of any business and therefore, Risk Management is an important
function that the business management has to perform to ensure sustainable business
growth. Company has implemented an integrated risk management approach through which it
reviews and assesses significant risks on a regular basis to help ensure that there is a
robust system of risk controls and mitigation in place. Senior management periodically
reviews this risk management framework to keep updated and address emerging challenges.
Major risks identified for the Company by the management are Compliances of various
applicable Laws, Regulatory changes, Manufacturing & Supply, Litigation and
Technological Changes. The management is however, of the view that none of the above risks
may threaten the existence of the Company as robust Risk mitigation mechanism is put in
place to ensure that there is nil or minimum impact on the Company in case any of these
risks materialize.
SECRETARIAL STANDARDS:
The Company duly complies with the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India.
VIGIL MECHANISM AND WHISTLE BLOWER POLICY:
The Company has a Whistle Blower Policy (the "WB Policy") with a view to
provide vigil mechanism to Directors, Employees and other Stakeholders to disclose
instances of wrongdoing in the workplace and report instances of unethical behavior,
actual or suspected fraud or violation of the Company's code of conduct or ethics policy.
The WB Policy also states that this mechanism provides for adequate safeguards against
victimization of Director(s)/ Employees who avail of the mechanism and also provides for
direct access to the Chairman of the Audit Committee in exceptional cases. The WB Policy
has been posted on the website of the Company and the details of the same are provided in
the 'Report on Corporate Governance' forming part of this Annual Report. The same is
reviewed by the Audit Committee from time to time. No concerns or irregularities have been
reported by employees/directors till date.
During the year under review, pursuant to the SEBI (Prohibition of Insider Trading)
Amendment Regulations, 2018 (the "Insider Trading Amendment") dated December 31,
2018 (together, the "Insider Trading Regulations"), the said policy got modified
to the effect of insertion of leakage of Unpublished Price Sensitive Information (UPSI).
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with
Rule 8 (3) of the Companies (Accounts) Rules, 2014 is annexed herewith as
"Annexure-I"
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013:
In accordance with the requirements of the Sexual Harassment of Employees at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act") along with the
Rules made thereunder, the Company has in place a policy which mandates no tolerance
against any conduct amounting to sexual harassment from employees at workplace.All
employees (permanent, contractual, temporary and trainees) are covered under the said
policy. During the financial year under review, the Company has not received any complaint
of Sexual Harassment from employees at Workplace.
The Company has constituted the Internal Complaints Committee and has complied with all
the provisions of Constitution of Committee for workplace to redress and resolve any
complaints arising under the POSH Act. Training / awareness programs are conducted
throughout the year to create sensitivity towards ensuring respectable workplace.
The Company has a 'Prevention of Sexual Harassment Policy' in force in compliance with
the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. The objective of this Policy is to ensure a safe, secure and
congenial work environment where employees deliver their best without any inhibition,
threat or fear. The Company has Zero Tolerance to any form of harassment especially if it
is sexual in nature. The complaints filed under the Policy are reported to the Audit
Committee at its quarterly meetings with details of action taken thereon.
COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961
The Company affirms that it is in full compliance with the provisions of the Maternity
Benefit Act, 1961, as amended from time to time. The Company is committed to fostering a
supportive and inclusive work environment, and ensures that all relevant policies and
practices are regularly reviewed and aligned with the applicable statutory requirements.
BOARD OF DIRECTORS:
In accordance with the provisions of Section 152 of the Companies Act, 2013, read with
the Articles of Association of the Company, Mr. Nikhilesh Khandelwar (DIN: 06945684),
Managing Director, is liable to retire by rotation at the ensuing Annual General Meeting
and, being eligible in terms of Section 164 of the Act, has offered himself for
re-appointment.
Mr. Arpit Ashok Khemani (DIN: 07891404) was appointed as a Non- Executive Independent
Director of the Company at the 31st Annual General Meeting ("AGM") of the
Company held on 26th September, 2024. The Company has complied with the provisions of
Section 149 of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 in respect of his appointment.
Mr. Tirth Tapan Mazumdar (DIN: 07891495) was appointed as a Non- Executive Independent
Director of the Company at the 31stAnnual General Meeting ("AGM") of the Company
held on 26thSeptember, 2024. The Company has complied with the provisions of Section 149
of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and
Disclosure
Requirements) Regulations, 2015 in respect of his appointment.
Ms. Deepa Kishor Piplikar (DIN: 07941295) was appointed as a Non-Executive Director of
the Company at the 31st Annual General Meeting ("AGM") of the Company held on
26th September, 2024. The Company has complied with the applicable provisions of the
Companies Act, 2013 and Regulation of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 in respect of her appointment."
Ms. Gauri Bhagat (DIN: 06950001) and Mr. Pradeep Kishangopal Mundra (DIN: 06947188)
retired from the Directorship of the Company upon completion of their two consecutive
terms as Independent Directors, in accordance with the provisions of Section 149 of the
Companies Act, 2013 and applicable SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. Their retirement became effective from the conclusion of the 31st
Annual General Meeting held on 26th September, 2024.
The present Directors of the Company are as follows:
1. Nikhilesh Narendrakumar Khandelwal-Managing Director
2. Arpit Ashok Khemani-Independent Director
3. Tirth Tapan Mazumdar-Independent Director
4. Deepa Kishor Piplikar-Non Executive Director
Meeting of Board of Directors
During the year under the review, Five (5) Board meetings were held, with gap between
Meetings not exceeding the period prescribed under the Companies Act, 2013 and Rules made
thereunder. Details of Board and Board committee meetings held during the year are given
in the Corporate Governance Report.
Board and Audit Committee Meetings:
During the FY 2024-25, the following Five (5) Board Meetings and Four (4)Audit
Committee Meetings were held on:
| Board Meeting |
Audit Committee Meeting |
Nomination and Remuneration Committee Meeting |
Stakeholder relationship committee meeting |
| 30-05-2024 |
30-05-2024 |
30-05-2024 |
30-05-2024 |
| 14-08-2024 |
14-08-2024 |
14-08-2024 |
14-08-2024 |
| 14-11-2024 |
14-11-2024 |
14-11-2024 |
14-11-2024 |
|
|
|
14-02-2025 |
| 14-02-2025 |
14-02-2025 |
28-02-2025 |
|
| 28-02-2025 |
- |
|
- |
Time gap between any two meetings was not more than one hundred twenty (120) days. The
full details of the said meetings are given in the 'Report on Corporate Governance'
forming part of this Annual Report.
Committees of the Board:
There are currently Three Committees of the Board, as follows:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders' Relationship Committee
Details of all the Committees along with their terms of reference, composition and
meetings held during the year, are provided in the "Report on Corporate
Governance", as a part of this Annual Report.
Appointment criteria and qualifications:
The Nomination and Remuneration Committee shall identify and ascertain the integrity,
qualifications, expertise and Experience of the person for appointment as Director, Key
Managerial Personnel ("KMP") or at Senior Management level and recommend the
same to the Board for appointment, if found suitable;
A person should possess adequate qualifications, expertise and experience for the
position he/ she is considered for appointment. The Committee has discretion to decide
whether qualifications, expertise and experience possessed by a person are sufficient/
satisfactory for the concerned position; and
The Company shall not appoint or continue the employment of any person as Managing
Director/ Whole time Director who has attained the age of seventy years, provided that the
term of the person holding this position may be extended beyond the age of seventy years
with the approval of shareholders by passing a special resolution based on the explanatory
statement annexed to the notice or such motion indicating the justification for extension
of appointment beyond seventy years.
Meeting of Independent Directors:
There should be at least one meeting of Independent Directors in a year, without the
attendance of non-independent Directors and members of the Management.
Independent Directors in their meeting
Review the performance of non-independent Directors including Managing Director &
CEO and the Board as a whole;
Review the performance of the Chairperson of the Company, taking into account the views
of executive Directors and Non-executive Directors; and
Assess the quality, quantity and timeliness of the flow of information between the
Company's management and the Board that is necessary for the Board to effectively and
reasonably perform its duties.
Independent Directors of the Company met on 28/02/2025 during the year, review details
of which are given in the Corporate Governance Report.
Policy of Directors Appointment and Remuneration
Company's policy on Directors' appointment and remuneration including criteria for
determining qualifications, positive attributes, independence of a director and other
matters provided under section 178(3) of the Act are covered under Nomination and
Remuneration Policy.
Board Evaluation
(i) Performance Evaluation of the Independent Directors and Other Individual Directors:
The Company has framed a policy for Appointment of Directors and Senior Management and
Evaluation of Directors' Performance ("Board Evaluation Policy"). The said
policy sets out criteria for performance evaluation of Independent Directors, other Non-
Executive Directors and the Executive Directors. Pursuant to the provisions of the Act and
the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
("Listing Regulations"), the Board carries out the performance evaluation of all
the Directors (including Independent Directors) on the basis of recommendation of the
Nomination and Remuneration Committee and the criteria mentioned in the Board Evaluation
Policy. The Board decided that the performance evaluation of Directors should be done by
the entire Board of Directors excluding the Director being evaluated and unanimously
agreed on the following assessment criteria for evaluation of Directors' performance:
Attendance and active participation in the Meetings;
Bringing one's own experience to bear on the items for discussion;
Governance covering Awareness and Observance; and
Value addition to the business aspects of the Company.
(ii) Performance Evaluation of Executive Director:
The performance of the Managing Director & CEO is evaluated on the basis of
achievement of performance targets/ criteria given to them by the Board from time to time.
(iii) Performance Evaluation by the Board of its own performance and its Committees:
The performance of the Board is evaluated by the Board in the overall context of
understanding by the Board of the Company's principle and values, philosophy and mission
statement, strategic and business plans and demonstrating this through its action on
important matters, the effectiveness of the Board and the respective Committees in
providing guidance to the management of the Company and keeping them informed, open
communication, the constructive participation of members and prompt decision making, level
of attendance in the Board meetings, constructive participation in the discussion on the
Agenda items, monitoring cash flow, profitability, income & expenses, productivity
& other financial indicators, so as to ensure that the Company achieves its planned
results, effective discharge of the functions and roles of the Board etc. The performance
of the Committees is evaluated by the members of the respective Committees on the basis of
the Committee effectively performing the responsibility as outlined in its Charter,
Committee meetings held at appropriate frequency, length of the meetings being
appropriate, open communication & constructive participation of members and prompt
decision-making, etc.
(iv) Declaration by Independent Directors
The Company has received the requisite declarations from all Independent Directors
confirming that they meet the criteria of independence as prescribed under Section 149(6)
of the Companies Act, 2013 read with the rules made thereunder and Regulation 16(1)(b) of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Independent Directors have also confirmed compliance with the provisions of
Schedule IV to the Act as well as the Company's Code of Conduct.
Further, in compliance with the provisions of Rule 6(3) of the Companies (Appointment
and Qualification of Directors) Rules, 2014, as amended, the Independent Directors have
confirmed their registration with the Independent Directors' Data Bank maintained by the
Indian Institute of Corporate Affairs (IICA) for a period of one year / five years /
lifetime, as applicable, and that there has been no change in the circumstances affecting
their status as Independent Directors during the year under review.
(v) Evaluation of Individual and Independent Director
The performance of the Independent Directors as well as Individual Directors including
the Chairman of the Board were evaluated based on the evaluation criteria laid down under
the Nomination and Remuneration Policy and the Code of Conduct as laid down by the Board.
The Board and the Nomination and Remuneration Committee reviewed the performance of
individual directors on the basis of criteria such as the contribution of the individual
director to the board and committee meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution and inputs in meetings, etc.
In a separate meeting of independent directors, performance of non-independent
directors, of the board as a whole and performance of the Chairman was evaluated, taking
into account the views of executive directors and non-executive directors. The same was
discussed in the board meeting that followed the meeting of the independent directors, at
which the performance of the board, its committees, and individual directors were also
discussed. Performance evaluation of independent directors was done by the entire board,
excluding the independent director being evaluated.
(vi) Annual Performance Evaluation
The Board carries out an annual performance evaluation of its own performance, the
directors individually as well as the evaluation of the working of its committees. The
performance of the board was evaluated by the board after seeking inputs from all the
directors on the basis of criteria such as the board composition and structure,
effectiveness of board processes, information and functioning etc. and the performance of
the committees was evaluated by the board after seeking inputs from the committee members
on the basis of criteria such as the composition of committees, effectiveness of committee
meetings etc
In a separate meeting of independent directors, performance of non-independent
directors, the chairman of the Company and the board as whole was evaluated, taking into
account the views of executive directors and non-executive directors. The Board reviewed
the performance of individual directors on the basis of criteria laid by Nomination &
Remuneration such as the contribution of the individual director to the board and
committee meetings like preparedness on the issues to be discussed, meaningful and
constructive contribution and inputs in meetings etc.
In the board meeting that followed the meeting of the independent directors, the
performance of the board, its committees, and individual directors was also discussed. The
performance evaluation of the Independent Directors was completed. The performance
evaluation of the Chairman and the Non-Independent Directors was carried out by the
Independent Directors. The Board of Directors expressed their satisfaction with the
evaluation process.
DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to Section 134 (3) (c) of the Companies Act, 2013 the Board of Directors
hereby confirms that:
i. In the preparation of the annual accounts of the Company for the year ended March
31, 2025, the applicable Accounting Standards had been followed and there are no
departures;
ii. Accounting policies have been selected and applied consistently and judgments and
estimates made that are reasonable and prudent so as to give true and fairview of the
state of affairs of the Company at the end of the financial year March 31, 2025 and of the
profit of the Company for that year ended on that date;
iii. Proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of this act for safeguarding the
assets of the Company and detecting fraud and other irregularities;
iv. Annual accounts for the year ended March 31, 2025 have been prepared on a going
concern basis.
v. Proper Internal financial controls are in placed in the Company and such internal
financial controls are adequate and operating effectively.
vi. Proper Systems have been devised to ensure compliance with the provisions of all
applicable laws and such systems are adequate and operating effectively
STATUTORY AUDITORS
Members are hereby informed that M/s. Rahul S Gupta & Associates, Chartered
Accountants, Nagpur (Membership Number 133745), who were appointed as the Statutory
Auditors of the Company in the 31st Annual General Meeting of the Company, have tendered
their resignation on 14th August,2025, for the FY 2025-26 onwards. The resignation has
been submitted on ethical grounds, as the firm is presently undergoing the process of
obtaining a Peer Review Certificate from the Institute of Chartered Accountants of India
(ICAI). As per the regulatory framework under the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015, such certification is mandatory for firms conducting statutory audits of listed
entities.
In accordance with Regulation 30 read with Schedule III of the SEBI (LODR) Regulations,
2015, and Section 140(2) of the Companies Act, 2013, the Company has made appropriate
disclosures to the stock exchanges.
The resigning auditors have confirmed that there are no concerns, disputes, or
qualifications connected with their resignation and that the decision was purely due to
procedural delays in obtaining the required Peer Review Certificate from ICAI.
The Board of Directors, at its meeting held on 14th August, 2025 noted and accepted the
resignation, and placed on record its sincere appreciation for the professional services
rendered by M/s. Rahul S Gupta & Associates, Chartered Accountants, Nagpur (Membership
Number 133745) during their tenure.
In view of the above, the Company has initiated the process for appointment of new
Statutory Auditors in accordance with the provisions of Sections 139 and 140 of the
Companies Act, 2013 and other applicable laws.
It is now proposed to appoint M/s. Sanjay Chindaliya & Company., (Firm Registration
No.: 114779W), Chartered Accountants, Nagpur as the Statutory Auditors of the Company, for
a term of five consecutive years, from the conclusion of the ensuing Annual General
Meeting (AGM) in 2025 until the conclusion of the AGM to be held in the year 2030.
The Board of Directors, based on the recommendation of the Audit Committee, has
approved the appointment of M/s. Sanjay Chindaliya & Company., for the said term,
subject to approval of shareholder in general meeting at a remuneration to be mutually
agreed between the Board and the auditors.
The Board has recommended appointment of M/s. Sanjay Chindaliya & Company., (Firm
Registration No.: 114779W), Chartered Accountants, Nagpur as the Statutory Auditors of the
Company.
INDEPENDENT AUDITORS' REPORT
There is no qualification remark in the Independent Auditors' Report.
SECRETARIAL AUDIT, AUDITORS AND SECRETARIAL AUDITORS' REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9
of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 and
Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Company has appointed M/s. Rupa Gupta, Practicing Company Secretary, as the
Secretarial Auditor of the Company for the financial year 2024-25.
The Secretarial Audit Report for the financial year 2024-25 in Form MR-3, as issued by
the Secretarial Auditor, is annexed herewith as Annexure III and forms an integral part of
this Report. The Report confirms that the Company has complied with the applicable
provisions of the Companies Act, 2013, SEBI Regulations, and other applicable laws. The
Secretarial Audit Report does not contain any qualification, reservation, adverse remark,
or disclaimer.
The Board of Directors has appointed M/s. Gupta Rupa & Associates, Practicing
Company Secretaries (Peer Review No. 12013WB1001500), Proprietorship firm of Ms. Rupa
Gupta (FCS 12465), as the Secretarial Auditor of the Company for a term of five (5)
consecutive financial years from 2025-26 to 2029-30, on such remuneration as may be
approved by the Board of Directors of the company, and same is recommended for approval of
members.
COST AUDIT REPORT
The provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost
Records and Audit) Rules, 2014 are not applicable to the Company. Accordingly, maintenance
of cost records and audit thereof is not required for the financial year 2024-25.
AUDIT COMMITTEE
Details of Composition of Audit Committee are covered under Corporate Governance Report
annexed with this report and forms part of this report. Further, during this year all the
recommendations of the Audit Committee have been accepted by the Board.
REPORTING OF FRAUDS
There have been no instances of fraud reported by the Statutory Auditors under Section
143(12) of the Act and Rules framed there under either to the Company or to the Central
Government.
SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES
The Company does not have any Subsidiary and Joint Venture company as on 31.03.2025.
Rariety Agencies Limited Cease to be associate company of the company with effect from
28th February, 2025.
Since Company does not have any subsidiary, Associate and Joint Venture company as on
31.03.2025, Preparation of consolidation of account is not applicable to the company.
RELATED PARTY TRANSACTIONS
There was only one related party transaction entered by the Company and disclosure in
Form AOC-2 is provided as Annexure -II.
All the contracts/arrangements/transactions entered into by the Company with the
related parties during the financial year 2024-25 were in the ordinary course of business
and on an arm's length basis as disclosed in the financial statements and were reviewed
and approved by the Audit Committee. The details of related party disclosure form a part
of the notes to the financial statements provided in the annual report.
In terms of Regulation 23 of the SEBI Listing Regulations, your Company submits details
of related party transactions as per the format specified in the relevant accounting
standards to the stock exchanges on a half-yearly basis.
DETAILS OF CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (IBC):
During the year under review, no Corporate Insolvency Resolution Process/ proceedings
were initiated by / against the company under Insolvency and Bankruptcy Code, 2016.
DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND
THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH
THE REASONS THEREOF:
The disclosure is not applicable as the Company has not undertaken any one-time
settlement with the banks or financial institutions during the year.
INSURANCE:
All the Properties of the Company are adequately insured, if any.
PARTICULARS OF EMPLOYEES
The information required under section 197 of the Act and rules made there-under with
subsequent amendments thereto, in respect of employees of as shown below:
a. Employed throughout the year and in receipt of remuneration aggregating to
Rs.1,02,00,000/- or more - Nil
b. Employed for part of the year and in receipt of remuneration of Rs.8,50,000/- or
more per month - Nil
Note: Remuneration includes salary and value of perquisites and nature of employment is
Contractual.
MANAGERIAL REMUNERATION
Statistical Disclosures pursuant to Rule 5 of Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 (with subsequent amendments thereto) is annexed with
this report and forms part of this report as "Annexure-IV"
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT,
2013
The Company has disclosed the full particulars of the loans given, Investments made,
Guarantees given or Securities provided as covered under the provisions of Section 186 of
the Companies Act, 2013, in the notes to the Financial Statements forming a part of this
Annual Report.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view
to regulate trading in securities by the Directors and designated employees of the
Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits
the purchase or sale of Company's shares by the Directors and the designated employees
while in possession of unpublished price sensitive information in relation to the Company
and during the period when the Trading Window is closed. The Board is responsible for
implementation of the Code. Board of Directors and the designated employees have confirmed
compliance with the Code.
The Company has adopted and amended its Code of Conduct for Prevention of Insider
Trading w.e.f. April 1, 2019 pursuant to Securities and Exchange Board of India
(Prohibition of Insider Trading) (Amendment) Regulations, 2018. All Board Directors and
the designated employees have confirmed compliance with the Code.
GREEN INITIATIVE
The Ministry of Corporate Affairs had taken the Green Initiative in Report on Corporate
Governance by allowing paperless compliances by Companies through electronic mode. Your
Company supports the Green Initiative and has accordingly decided to send necessary
communications to its Shareholders to their respective registered E-mail addresses. Your
Company appeals its Shareholders, who are yet to register the E-mail addresses that they
take necessary steps for registering the same so that you can also become a part of the
initiative and contribute towards a Greener environment.
CORPORATE GOVERNANCE
Your company reaffirms its commitment to good corporate governance practices. The
company complies with corporate governance requirements specified in regulation 17 to 27
and clauses (b) to (i) of sub-regulation (2) of regulation 46 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
Pursuant to Schedule V of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 the Report on Corporate Governance which forms a part of this Report has
been annexed herewith as "Annexure-V"
The Managing Director cum Chief Executive Director and Chief Financial Officer have
certified to the Board with regard to the financial statements and other matters as
required under Regulation 17 (8) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
GENERAL SHAREHOLDER INFORMATION
General Shareholder Information is given in Report on Corporate Governance forming part
of the Annual Report.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social
Responsibility are not applicable to the Company as none of the thresholds specified
therein were met during the preceding financial year.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The core business of the company is Trading and developers sector. The management
discussion and analysis given below discusses the key issues of the Trading and developers
sector. The Report on Management Discussion and Analysis which forms a part of this Report
has been annexed herewith as "Annexure-VI".
LISTING OF SHARES
The Equity Shares of the Company are listed on the BSE Limited (BSE) with scrip code
No. 526873 & security id: RAJGASES. The Company confirms that the annual listing fee
to the stock exchange for the financial year 2025-26 has been paid.
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 investor
Education and Protection Fund (IEPF).
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
No significant or material orders have been passed against the Company by the
Regulators, Courts or Tribunals, which impacts the going concern status and company's
operations in future.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013,
copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of
the Companies Act, 2013 read with Rule 11 of the Companies (Management and
Administration)Rules, 2014 are placed on the website of the Company and is accessible at
www.rajasthangasesltd.com.
HUMAN RESOURCES AND INDUSTRIAL RELATIONS:
The Company has a constant focus on attracting, developing and retaining talent. We
believe that our employees are our key strength, and their development and well-being is
crucial to sustaining organizational success.
The company is constantly engaging in several initiatives to develop employees
holistically to ensure that we have competent employees is all areas of the business. We
are implementing several robust HR practices and processes to enhance employee experience,
engagement and enablement to deliver exemplary results. Some of these initiatives include
structured talent management processes, leadership development, competency development,
identifying and ring-fencing key employees occupying key roles, employee engagement and
well-being, rewards and recognition, performance management and soon. Having implemented
the Behavioral Competency Framework with a focus on leadership development, Functional
Competency Frame work is being institutionalized to enhance technical and functional
expertise. The right environment and resources are provided to ensure research
capabilities of employees are developed and honed to develop in-house products with sound
safety, quality and reliability standards. Leadership development initiatives include
providing the necessary experience, exposure andeducation to ensure employee readiness to
execute critical roles and responsibilities. We have a robust induction and training
process for new talent, to ensure safety and quality standards are adhered to. All new
employees are required to go through detailed technical and behavioral trainings in the
irrespective domain areas to ensure productivity is achieved.
DECLARATION FROM INDEPENDENT DIRECTORS
The Company has inter alia, received the following declarations from all the
Independent Directors confirming that:
1. They meet the criteria of independence as prescribed under the provisions of the
Act, read with the Schedule and Rules issued thereunder, and the Listing Regulations. In
the opinion of Board there has been no change in the circumstances affecting their status
as Independent Directors of the Company;
2. They have complied with the Code for Independent Directors prescribed under Schedule
IV to the Act; and
3. They have registered themselves with the Independent Director's Database maintained
by the Indian Institute of Corporate Affairs.
None of the Directors of the Company are disqualified forbeing appointed as Directors
as specified in Section 164(2)of the Act and Rule 14(1) of the Companies (Appointment and
Qualification of Directors) Rules, 2014.
Cyber Security
The Company has a comprehensive policy on data privacy. The Company is committed to
providing the highest level of protection regarding the processing of its employees,
vendors' and customers' personal data based on applicable data protection laws and
regulations. During the year under review, there were no reported instances of issues
regarding cyber security, data privacy of customers or product recalls.
We have adhered to best practices in security. Efforts are in place to continually
strengthen the quality assurance systemand to improve delivery timelines.In view of
increased cyber attack scenarios, the cyber security maturity is reviewed periodically and
the processes, technology controls are being enhanced in-line with the threat scenarios.
Your Company's technology environment is enabled with realtime security monitoring with
requisite controls at various layers starting from end user machines to network,
application and the data.
INFORMATION PURSUANT TO SECTION 134(3) OF THE COMPANIES ACT, 2013
The information required pursuant to rule 5 (2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 forms a part of this report. However, as
per the first proviso to section 136(1) and second proviso of rule 5 (2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the report and the
financial statements are being sent to the members of the Company excluding statement of
particulars of employees under rule 5 (2) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014. If any member is interested in obtaining the copy of
the said statement may write to the Company Secretary in advance.
? Familiarization Program of the Independent Directors
Periodic presentations are made by Senior Management, Statutory and Internal Auditors
at the Board/Committee meetings on business and performance updates of the Company, global
business environment, business risks and its mitigation strategy, impact of regulatory
changes on strategy etc. Updates on relevant statutory changes encompassing important laws
are regularly intimated to the Independent directors.
? Prevention of Insider Trading
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view
to regulate trading in securities by the Directors and designated employees of the
Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits
the purchase or sale of Company shares by the Directors and the designated employees while
in possession of unpublished price sensitive information in relation to the Company and
during the period when the Trading Window is closed. The Board is responsible for
implementation of the Code. All Board Directors and the designated employees have
confirmed compliance with the Code.
? Development in Human Resources / Industrial Relations
The Company recognizes that the Employees are the most valuable resource and endeavors
to empower its employees to meet business excellence while meeting their career
aspirations. It continues to focus on progressive employee relation, policies and building
high performance culture with the growth mindset where employees are engaged, productive
and efficient. Industrial relations were cordial throughout the year.
? Cautionary Statement
Management Discussion and Analysis forming part of this Report is in compliance with
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and such
statements may be "forward-looking" within the meaning of applicable securities
laws and regulations. Actual results could differ materially from those expressed or
implied. Important factors that could make a difference to the Company's operations
include economic conditions affecting demand / supply and price conditions in the domestic
and overseas markets in which the Company operates, changes in the Government regulations,
tax laws and other statutes and other incidental factors.
? Annexure to this Report
The following are the annexure to this report: i. Conservation of energy, technology
absorption, Research and development and foreign exchange earnings and outgo in Annexure
-I. ii. Form AOC - 2 in Annexure - II. iii. Secretarial Audit Report (Form MR-3) in
Annexure -III. iv. Annual Secretarial Compliance Report as per SEBI LODR Regulation - IIIB
v. Particulars of Remuneration in Annexure -IV vi. Corporate Governance Report in
Annexure-V vii. Management Discussion And Analysis Annexure -VI
AGREEMENTS EFFECTING THE CONTROL OF THE COMPANY
No agreements have been entered / executed by the parties as mentioned under clause 5A
of paragraph A of Part A of Schedule III of SEBI (Listing Obligations and Disclosures
Requirements) Regulations, 2015 which, either directly or indirectly effect / impact the
Management or Control of the Company or impose any restriction or create any liability
upon the Company.
ACKNOWLEDGMENT
The Board takes this opportunity to express its sense of gratitude to all the
Customers, Shareholders, Government Departments, Bankers and Suppliers of the Company. The
Board also wishes to pay tribute to all the employees of the Company for their splendid
commitment and dedication.
| On behalf of the Board of Directors |
|
|
Rajasthan Gases Limited |
| Sd/- |
Sd/- |
| Nikhilesh Khandelwal |
Deepa Kishor Piplikar |
| Managing Director |
Director |
| DIN : 06945684 |
DIN : 07941295 |
| Place: Nagpur |
|
| Dated: 14/08/2025 |
|
|