Dear Members,
Your Directors have pleasure in presenting their 43rd Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2024.
1. FINANCIAL RESULTS
The Financial performance of the company for the year ended 31st March, 2023 is summarized as follows: (Amount in Rs.)
PARTICULAR
Income
Less: Expenditure
Profit/(Loss) Before Depreciation And Taxes
Less: Depreciation
Net Profit/(Loss) Before Tax
Less: Provision For Tax
Deferred Tax
Profit/(Loss) After Deferred Tax
2. FINANCIAL HIGHLIGHTS
During the Financial Year 2023-24, the Net Profit after the Tax is Rs. 18,31,874.
3. CHANGE IN THE NATURE OF BUSINESS, IF ANY
No change of business occurs during the year under review.
4. DIVIDEND
The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.
5. RESERVES
The amounts as on ended of financial year 2022-23, Reserves are Rs. (25,83,778)/-
6. SHARE CAPITAL
AUTHORISED SHARE CAPITAL: The Authorised Share Capital is Rs. 3,00,00,000/- (Rupees Three Crore Only) divided in to 30,00,000 (Thirty Lakhs) Equity Shares of Rs. 10/- each.
PAID UP SHARE CAPITAL: The Paid-Up Share Capital is Rs. 40,00,000/- (Rupees Forty Lakhs Only) divided in to 4,00,000 (Four Lakhs) Equity Shares of Rs. 10/- each.
ISSUE OF SWEAT EQUITY SHARE: The Company under the provision Section 54 read with Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014 has not issued any sweat equity share during the year under review.
BUY BACK OF SECURITIES: The Company has not bought back any of its securities during the year under review.
BONUS SHARES:
No Bonus Shares were issued during the year under review.
7. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board composition of the Company shall be as follows:
Sr.
Name of Directors/KMPs
Designation
No.
1
Gautam Pravinchandra Sheth
Managing Director
2
Rahul Shankarlal Nim
Non-Executive Director
3
Shvetalben Sagarbhai Dataniya
4
Nilam Viren Makwana
Non-Executive Independent Director
5
Vishakha Shah
6
Atulkumar Balchandbhai Shah
CFO(KMP)
RETIREMENT BY ROTATION
a. In accordance with the provisions of the Companies Act, 2013 Ms. Shvetalben Sagarbhai Dataniya, Director of the company who is liable to retire by rotation, being eligible for reappointment, offers himself for reappointment. Appropriate resolutions for the re- appointment are being placed for your approval at the ensuing AGM.
Pursuant to Section 149(7) of the Companies Act, 2013, the Company has received necessary declaration from each Independent Director confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.
APPOINTMENT AND RESIGNATION
During the under review, company has appointed Mr. Rahul Shankarlal Nim as Non-Executive Non-Independent director and Ms. Shvetalben Sagrbhai Dataniya as Non-executive Non-Independent director w.e.f. April 22, 2024 of the Company.
Mr. Chiragkumar Rameshbhai Parmar (DIN: 09432185) was resigned from the Post of Independent Director of the Company w.e.f. September 15, 2023.
Mr. Parth Ashvinkumar Patel was resigned from the Post of Company Secretary cum Compliance Officer as on 12th August, 2024.
Further there was no change in the Board of Director of the Company except above changes.
8. NUMBER OF THE MEETINGS OF THE BOARD
During the Year under the review the Board of Directors met 7 (Seven) times, Details of the Meetings are as under.
Board Meetings held during the Year
Date on which the
Meetings were held
29-05-2023
14-08-2023
06-09-2023
15-09-2023
02-11-2023
12-02-2024
27-03-2024
9. BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulation, 2015, 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 Various Committees.
10. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed that:
(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with explanation relating to material departures; (b) The directors have 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 profit/loss of the company for that period; (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; and (e) The directors have 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 have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
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. MANAGERIAL REMUNERATION
Details of the ratio of the remuneration of each director to the median employee's remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in this report.
13. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
Pursuant to sub-section (3) of section 129 of the Act, the statement containing the salient feature of the financial statement of a company's subsidiary or subsidiaries, associate company or companies and joint venture or ventures is not applicable to the company. And Company does not have any subsidiary.
14. AUDITORS
The Audit Committee and the Board of Directors of the Company and recommended the shareholders to approve the appointment of M/s. S K Bhavsar & Co., Chartered Accountants (Firm Registration No. 145880W) as the Statutory Auditors of the Company to hold office for second of 5 (five) years starting from 1st April 2024 till the conclusion of Annual General Meeting to be held for the FY 2028-29.
The Auditor's Report does not contain any qualification, reservation or adverse remark. The Auditor's Report is enclosed with the financial statements.
M/s S K Bhavsar & Co. appointed as a Statutory Auditor of the Company as on 27th March, 2024 due to casual vacancy accured due to resignation of M/s Bhagat & Co. from the post of Statutory Auditor of the Company because of the expire their Peer Review Certificate.
There are no prevalence of fraud reported by the auditors as required under Section 143(12) of the Companies Act, 2013.
Secretarial Auditors:
In terms of Section 204 of the Act, the Company has appointed M/s Shah & Santoki Associates, Practicing Company Secretary as Secretarial Auditors of the Company. The report of the Secretarial Auditor is enclosed to this report as “Annexure A”.
The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
15. AUDITORS' REPORT
The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.
16. DISCLOSURE ABOUT COST AUDIT
As per the Cost Audit Orders, Cost Audit is not applicable to the Company.
17. INTERNAL AUDIT & CONTROLS
The Company has appointed, external firm as its Internal Auditor. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the
Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.
18. VIGIL MECHANISM
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established.
19. RISK MANAGEMENT POLICY
Pursuant to Section 134(3) (n) of the Companies Act 2013 & SEBI (LODR) Regulation, 2015, the Company has constituted a Business Risk Management Committee. At present the Company has not identified any element of risk which may threaten the existence of the Company.
20. ATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING 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
During the Year under review, it has found that there is no any changes and commitment which is affecting the Financial Position of the Company.
21. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
No significant and material order has been passed by any regulators or courts or tribunals impacting the going concern status and company's operations in future. The company is doing reasonable growth and development.
22. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS.
The company has adequate internal control systems in place. With a view to monitor the Company's performance as well as to make sure that internal checks and controls are operating properly, the Company has appointed external firms of Chartered Accountant as Internal auditor. The audit committee ensures that the internal control systems are adequate and working effectively.
23. DEPOSITS
The details relating to deposits, covered under Chapter V of the Act:
24. PARTICULARS OF LOANS GIVEN, GUARANTEES PROVIDED OR INVESTMENTS MADE UNDER
SECTION 186
The Company has not granted any loans, Investment made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the financial statement.
25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 and Listing Obligation Disclosure Regulation (LODR), 2015 during the financial year ended March 31, 2024 are given below. Suitable disclosures as required under AS 18 have been made in the Financial Statement. It means there is no related party transaction.
26. PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 197 of the Companies Act, 2013, read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request .However as per the provisions of Section 136 of the said Act, the Annual Report Excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any, member interested in obtaining the information on employee's particulars, which is available for inspection by the members at the registered office of the Company during Business hours on working days of the Company up to the date of ensuing Annual General Meeting, may write to the Company at the registered office of the Company in advance.
27. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 shall not be applicable to the Company.
28. DETAILS OF COMMITTEES OF THE BOARD
Audit Committee:
The Company has constituted the Audit Committee with the primary objective to monitor and provide effective supervision of the Managements' Financial Reporting Process with the view to ensure accurate, timely and proper disclosures and transparency, integrity and quality of financial reporting.
All the recommendations / submissions made by the Committee during the year were accepted by the Board.
During the Year under review the Meeting of Audit Committees was held for 5 (Five) times as on 29/05/2023, 14/08/2023, 02/11/2024 and 27/03/2024.
The composition of the Committee and details of meetings attended by the members are given below:
Name
Ms. Vishakha Shah
Mr. Gautam Pravinchandra Sheth
Mrs. Nilam Viren Makwana
Nomination and Remuneration Committee:
In compliance with the provisions of Section 178 of the Act and Regulation 19 of the Listing Regulations, the Board has constituted Nomination and Remuneration Committee (NRC).
NRC of the Board has been constituted mainly to determine and recommend to the Board, the Company's policies on remuneration packages for Executive and Non-Executive Directors and policies on Nomination for Appointment of Directors, Key Managerial Personnel and Senior Management Personnel.
During the year under review the meeting of the Nomination and Remuneration committee for 4 (four) times as on 08/07/2023, 15/09/2023, 30/12/2023 and 27/03/2024
Ms. Nilam Makwana
Ms. Shvetalben Dataniya
29. HUMAN RESOURCES
Your Company treats its “human resources” as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.
30. CORPORATE GOVERNANCE
As per Regulation 15(2) of SEBI (Listing Obligation and Disclosures requirement) Regulation, 2015, Report on Corporate Governance is not applicable on the Company as the Company is not having the paid up share capital exceeding Rs. 10 crore and Net worth is exceeding Rs. 25 cores. Further, Company has obtained a Certificate from a Practicing Company Secretaries certifying
ANNUAL REPORT 2023-24 the same.
31. INSIDER TRADING REGULATIONS
Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the code of conduct for prohibition of insider trading, as approved and adopted 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 designated employees while in possession of unpublished price sensitive information during the period of Trading Window Closure. The Board is responsible for implementation of the Code. All Board of Directors and designated employees have confirmed compliance with the Code.
32. COMPLIANCE WITH SECRETARIAL STANDARD
Company has complied with all the secretarial standards applicable to it.
33. ACKNOWLEDGEMENTS
Your Directors wish to place on record their appreciation for the continuous support received from Members, customers, suppliers, bankers, various statutory bodies of the Government of India and the Company's employees at all levels.
Place: Ahmedabad
Date: 04-09-2024
Registered Office:
203, Abhishek Complex,
B/h Navgujarat College, Ashram Road,
Ahmedabad, GJ 380013