To, The Members,
Your Directors have pleasure in presenting their 44th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2024.
1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY
The financial statements for the year ended March 31, 2024 have been restated in accordance with IND AS for Comparative information.
Financial Summary as Under:
(Amt. in Lacs)
Particulars
Gross Income
Profit/(Loss) before interest and Depreciation
Provision for Depreciation
Extraordinary Item
Net Profit/(Loss) Before Tax
Provision for Tax
Net Profit/(Loss) After Tax
Balance of Profit brought forward
Balance available for appropriation
Proposed Dividend on Equity Shares
Tax on proposed Dividend
Transfer to General Reserve
Surplus carried to Balance Sheet
2. COMPANY'S PERFORMANCE AFFAIR
Your Directors are positive about the Company's operations and making best efforts to implement the cost reduction measures to the extent feasible.
The Company is also considering to diversify or expand the business considering the possibility and opportunities in the market.
3. DIVIDEND
Due to the inadequate Funds, Board of Directors does not recommend any Dividend. During the year, no amount was transferred to General Reserves.
4. RESERVES AND SURPLUS
The total reserves for the financial year 2023-24 is Rs. (1107.40) (Rs in Lacs).
5. SHARE CAPITAL
The total paid up capital of the Company as on March 31, 2024 is Rs. 6,99,50,000/- comprising of 30,35,000 Equity Shares of Rs. 10/- each amounting to Rs. 3,03,50,000/- and 39,60,000, @ 0% Redeemable Non-Cumulative Preference Shares of Rs. 10/- each amounting to Rs. 3,96,00,000/.
6. CHANGE IN NATURE OF BUSINESS
During the year, there has been no change in the nature of business of the Company.
7. DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with provisions of the Companies Act, 2013, Mr. Shakuntla Panna Dassani, who retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.
The Company has received declaration from all the Independent Directors of the Company confirming that they meet criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013.
8. MEETINGS
A calendar of Meetings is prepared and circulated in advance to the Directors. During the year Five Meetings and Four Audit Committee Meetings were convened and held. The details of which are given as under.
SR. NO. Board Meeting DATE
1. 30-May-2023
2. 14-August-2023
3. 26-August-2023
10-November-2022
4. 10-November-2022
5. 13-February-2024
The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
9. BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration.
Performance of the Board and Board's Committees was evaluated on various parameters such as Board composition & structure, frequency, flow and functioning of meetings, quality, experience, quality of decision making and effectiveness of processes.
10. COMMITTEES OF THE BOARD
During the year, in accordance with provisions of Companies Act, 2013, the Board of Directors of the Company has constituted/re constituted following 3 committees:
1) Audit Committee:
The Audit Committee of the Company reviews the reports to be submitted with the Board of Directors with respect of auditing and accounting matters. It also supervises the Company's financial reporting process. The Audit Committee Comprises of 3 Directors. The Chairman of the Audit Committee is a Non-executive and Independent Director. The Composition of the Audit Committee is as under:
Sr. No. Name
1. Mr. Shoaib Abdul Kader
2. Mr. Akashdeep Manmohan Sabir
3. Mrs. Shakuntla Panna Dassani
2) Nomination & Remuneration Committee:
The Company has Nomination & Remuneration Committee and presently the Nomination & Remuneration committee comprises of 3 (Three) Directors.
3. Mrs. Shakuntaa Panna Dassani
3) Stakeholder Relationship Committee:
The Company has Stakeholder Relationship Committee consisting of three members chaired by non executive Director. The Committee deals with various matters.
11. REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.
12. DIRECTOR'S RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act, 2013, the directors would like to state that:
a) In the preparation of the annual accounts, the applicable accounting standards have been followed.
b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company for the year under review.
c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
d) The directors have prepared the annual accounts on a going concern basis.
e) 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.
f) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.
13. AUDITORS
M/s Shah Khandelwal Jain & Associates, Chartered Accountants, FRN No. 104497W was appointed as the Statutory Auditor of the Company in the 42nd Annual General Meeting of the Company held on 23rd December, 2022 from the conclusion of 42nd Annual general meeting till the conclusion of 47th Annual General Meeting to be held in the year 2027.
14. AUDITORS' REPORT
The Directors are of opinion that the comments in the Auditors report are self explanatory and do not call for any further explanations.
15. SECRETARIAL AUDIT REPORT
In terms of Section 204 of the Act and Rules made there under, M/s BA & Associates, Practicing Company Secretary, had been appointed as Secretarial Auditor of the Company for the Financial Year 2023-24.
Secretarial Auditor's observation and Management's explanation to the Auditor's observation
The Director refers to the Auditor's observation in the Secretarial Audit Report and as required under Section 203 of the Companies Act, 2013 the Company has obtained a secretarial audit report.
1. Quarterly/Half-yearly/Annual Compliances of Calcutta Stock Exchange for period under review: The company has not complied with the Quarterly/Half-yearly/Annual Compliances of Calcutta Stock Exchange for period under review.
The Company is suspended from Calcutta Stock Exchange. Therefore, all the Compliances will be done at the time of Revocation of Suspension.
16. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERAL MEETINGS
The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.
17. DISCLOSURES UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT,2013
The Company has in place an anti-sexual harassment policy in line with the requirements of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 (“SH Act”). Internal Complaints Committees have been set up in accordance with the provisions of SH Act at the work place to redress sexual harassment compliant received. All employees (permanent or contractual trainees) are covered under the policy. No compliant was received from any employees of the Company or otherwise during the financial year 2023-24 and hence no complaint is outstanding as on 31 March, 2024 for redressal.
18. VIGIL MECHANISM
Pursuant to the Section 177 of the Companies Act, 2013, the Company has adopted the whistle Blower Policy under which employees or any other stakeholders can raise their concerns relating to fraud, malpractice or any such activity which is against the Company's interest. The Whistle Blower can directly approach the vigilance and Ethics officer i.e., Chairman of the Audit Committee. The Company has provided adequate safeguards against victimization of employees or other Whistle Blower who express their concerns.
19. RISK MANAGEMENT POLICY
The Company has laid down well defined Risk Management Policy. The Board Periodically reviews the risk and suggests steps to be taken to control and mitigate the same through a proper defined framework.
20. EXTRACT OF ANNUAL RETURN
The Annual Return of the Company as on March 31, 2024 in Form MGT - 7 is in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014 and is available on the website of the Company.
21. CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day-to-day business operations of the company. The code laid down by the Board is known as “code of business conduct” which forms an Appendix to the Code.
22. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standards operating procedures. The Company's internal control system is commensurate to the size, scale and complexities of its Operations.
23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Conservation of energy, technology absorption, foreign exchange earnings and outgo are Nil during the year under review.
24. INDUSTRIAL RELATIONS
During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.
25. LISTING WITH STOCK EXCHANGES
The Company is Listed on BSE Limited. The Company is suspended from trading platform of Calcutta Stock Exchange.
26. PARTICULARS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016
There is no application made or any proceeding pending under Insolvency and Bankruptcy Code, 2016 during the year under review.
27. OTHER INFORMATION
Your Directors hereby states that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
1. Your Company has not provided Loans, Guarantees or made Investment pursuant to Section 186 of the Companies Act,2013;
2. The Provision of Section 135 of the Act with respect to Corporate Social Responsibility (CSR) is not applicable to the Company, hence, there is no need to develop policy on CSR and take initiative thereon;
3. The Company do not have any subsidiary, joint venture or, associate Company.
4. The Company has not accepted deposits covered under Chapter V of the Act;
5. No significant material orders were passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.
6. Since, the Company having paid-up capital less than the threshold provided under Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, hence, the Company need not required to address Reports on Corporate Governance, certificate/s pertains thereto and.
7. There are no employees who are in receipt of salary in excess of the limits prescribed under Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
8. The Company has not entered any contracts or arrangements with related parties specified under Section 188 of Companies Act, 2013.
9. The Company is not required to maintain cost records as specified by the Central Government under sub section (1) of Section 148 of the Companies Act, 2013.
28. ACKNOWLEDGEMENTS
An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results.
For and on behalf of the Board of Directors
Himalay Dassani
Shakuntla Panna Dassani
Place: Mumbai
Managing Director
Director
DIN: 00622736
DIN: 07136389