The Directors take pleasure in presenting the 38th Annual Report and the
Audited Statement of Accounts for the period ended 31st March 2023.
A summary of the financial results for the year under review is as under:
|
(Rs. in Lacs) |
(Rs. in Lacs) |
| PARTICULARS |
Current Year ended |
For the year ended |
|
on 31.03.2023 |
31.03.2022 |
| Operation Revenue |
1.31 |
2.54 |
| Other Income |
153.13 |
164.35 |
| Total |
154.44 |
166.89 |
| Less: Operating Expenditure |
151.59 |
163.32 |
| Gross Profit/(Loss) |
2.85 |
3.57 |
| Less: Depreciation |
1.94 |
2.75 |
| Net Profit / (Loss) before tax |
0.91 |
0.82 |
| Less: Provision for Income tax |
0.24 |
0.21 |
| Add/(Less): Deferred Tax |
0 .01 |
0 .01 |
| Net Profit / (Loss) after tax (PAT) |
0.68 |
0.62 340.58 |
| Add: Bal. B/F from previous year |
341.20 |
341.20 |
| Balance C/F to Balance Sheet |
341.88 |
0.003 |
| Earnings Per Share |
0.003 |
|
CURRENT PERFORMANCE
The gross revenue of the Company is 154.44 lac during the year.
DIVIDEND
The Company having a amount of carried over losses, your directors have no option but
to refrain from recommending any dividend for the year.
TRANSFER OF UNPAID DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
There was no unpaid dividend carried forward and due to be transfer to the designated
firm in terms of sec. 124(5) of Companies Act, 2013.
CHANGE IN THE NATURE OF BUSINESS
During the year, there is no change in the nature of the business of the Company.
CAPITAL / FINANCE
During the year the Company, did not issue / allot any Shares or Securities as on 31st
march, 2023. The Issued, subscribed and paid-up share capital of the Company stood at Rs.
3,000.13 Lacs Comprising of 3, 00, 01,300 equity shares of Rs. 10/- each.
CREDIT RATING
The Company having no secured borrowing, so no Credit Rating was required.
DIRECTORS / KEY MANAGERIAL PERSONNELS
Mr. Nitesh Singh (Din: 08751700) was appointed on 13.06.2022 as an independent director
in the company.
Mrs. Priyanka Singh (Din: 08752330) was appointed on 13.06.2022 as an independent woman
director in the company. Mrs. L. Jain (Din: 00397913) was resigned from 13.06.2022 from a
woman director of the company. Mr. A. Jain (Din: 00432709) was resigned from 02.01.2023
from directorship of the company.
DECLARATION OF INDEPENDENT DIRECTORS
The independent Directors have since confirmed that they fulfill the conditions under
section 149 (6) of the Companies Act, 2013 laid down as to the status of independence of
the Company.
DIRECTORS RESPONSIBILITY STATEMENT
As required u/s 217(2AA) of the Companies Act, 1956 which is corresponding to Section
134 (5) of the Companies Act, 2013, your Directors confirm having:
a) Followed in the preparation of Annual Accounts for the Financial Year 2022-2023 the
applicable Accounting Standards with proper explanation relating to material departures if
any;
b) 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 the profit of the
Company for that year;
c) Taken proper and sufficient care for maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other irregularities; and d)
Prepared the Annual Accounts on a going concern basis. e) Laid down internal financial
controls to be followed by the Company and that such internal financial control are
adequate and were operating effectively. f) Devised proper systems to ensure compliance
with the provisions of all applicable laws and that such system were adequate and
operating effectively.
CORPORATE GOVERNANCE
The Company believes that Corporate Governance is a way of business life rather than a
legal compulsion. Your Director being committed to best management practices and adhering
to the policy of full transparency, enclose herewith a Report on Corporate Governance as
stipulated by Regulation SEBI (LODR), Regulations 2015 along with compliance certificate
on Corporate Governance (Annexure 3) is forming part of this report.
EXTRACT OF ANNUAL RETURN
Pursuant to sec 92(3) of the Companies Act, 2013 (The Act) and Rule 12(1) of the
Companies (Management and Administration) Rules 2014 an extract of Annual Return as at 31st
March 2021 is annexed hereto and Marked as Annexure 2.
AUDITORS AND THEIR REPORT
M/s. Acharyya Swapan & Co., Chartered Accountants (Firm Regn no. 325797E) was
appointed as Statutory Auditor of the Company for a period of 5(five) years ending on
31.03.2027, in the last AGM held on 30.09.2022.
The report of the statutory Auditors when read with the notes and schedules forming
part of the statements of account as annexed thereto are self explanatory and needs no
further elaboration and comments.
COMPANY SECRETARY
Mr. Biswajit Das is the Company Secretary and compliance officer of the Company.
COST AUDIT
The provision of section 148 and all other applicable provisions of the Companies Act,
2013 read with the Companies (Audit and Auditors) rules 2014, the provision of cost audit
is not applicable on the products/ services of the Company for the F.Y. 2022-23.
SECRETARIAL AUDIT
SEEBI ( LODR) Regulations,2015.
In terms of section 204 of the Companies Act, 2013 and rules made there under, Mr.
Kuldeep Bothra of M/s K.bothra & associates, a Company Secretary in practice (CP No.
15159) has been appointed as the Secretarial Auditor to conduct the Secretarial Audit of
the Company for the F.Y. 2022-23. The Report of secretarial Auditor is enclosed hereto as
Annexure 1 and with reference to the NO comments made to the said report.
RELATED PARTY TRANSACTION
During the year there was no related party transaction attracting the provisions of
sec. 188 of the Companies Act, 2013.
CORPORATE SOCIAL RESPONSIBILITY
The companys realized profit for last several years do not call for establishment a
CSR policy as prescribe u/s 135 of the Companies Act, 2013.
COMPANYS POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL AND
OTHERS EMPLOYEES
KEY MANAGERIAL PERSONNEL AND EMPLOYEES
The remuneration of Key Managerial Personnel and Employees largely consists of basic
salary perquisites allowances and performance incentives subject to annual assessment.
The Components of the total remuneration very for different grades and are governed by
the industry pattern, qualification, experience, merit performance of each employee. The
Company while deciding the remuneration package takes into consideration at in the ruling
employment scenario and remuneration package in the industry.
The annual variable pay of Managers is linked to the performance of the Company in
general and the Individual performance in the relevant year with reference to achievement
of Companys objective fixed at the beginning of the year.
INTERNAL FINANCIAL CONTROL
Your Company has established a well defined organization structure having an extensive
system of internal control to ensure optimum utilization of on going schemes of
operations, accurate reporting of financial transactions and strict compliance of
applicable Laws and regulations. Your Company has adequate system to ensure that the
assets of the Company are safeguarded against loss from un-authorized use or deprecations.
An audit committee of the Board regularly revises the audit plans, significant audit
findings, adequacy of internal control, compliance of applicable Accounting Standards and
changes in accounting policies and practices, if any.
VIGIL MECHANISM
The company has a whistle blower policy and appropriate mechanism in place. Employees
can directly report to the Top Management any concern about any unethical behavior, actual
or suspected fraud or violation of Companys code of conduct or ethic policy. Management
on its turn is responsible for establishing a fearless atmosphere where the reporting
employee does not fear of being harassed or threatened in any way. We further affirm that
no personnel of the Company have been denied access to the Audit Committee during the year
under review.
SUBSIDIARIES / ASSOCIATES
The Company is not having any Subsidiary or Associates.
EMPLOYEES STOCK OPTION SCHEMES
The Company has not provided any employee stock option.
GREEN INITIATIVES
Electronic copies of the Annual Report 2022-23 along with the Notice of the 38th
AGM are sent to all members whose email addresses are registered with the Company
/Depository Participant(s). For members who have not registered their email addresses,
physical copies of the Annual Report 2022-23 along with the Notice of the 38th
AGM are sent in the permitted mode. Members requiring physical copies can send a request
to the Company Secretary.
The Company is providing e-voting facility to all members enabling them to cast their
votes electronically on all resolutions set forth in the Notice. This is pursuant to
section 108 of the Companies Act, 2013 read with the Companies (Management and
Administration) Rules, 2014. The instruction for e-voting is provided in the notice.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS
Your Directors confirm that there are no significant and material orders passed by the
regulators or courts or tribunals impacting the going concern status and Companys future
operations.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY
No material changes or events affecting the financial position of the Company have
occurred between the end of the financial year of the Company to which the financial
Statements relates and the date of this report.
POLICY ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE
The Company has zero tolerance for sexual harassment at workplace and has adopted a
policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in
line with the provision of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide
protection to employees at the workplace and prevent and redress complaints of sexual
harassment and for matters connected or incidental thereto, with the objective of
providing a safe working environment, where employees feel secure.
The Company has not received any complaint of sexual harassment during the financial
year 2022-23.
PUBLIC DEPOSIT
The Company has not accepted or renewed any public deposits as defined under section 58
A of the Companies Act, 1956 during the year. Under section 73 of the Companies Act, 2013
there is no deposit lying with the Company as on 31.03.2023.
PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EARNINGS &
OUTGO
The information on particulars of conservation of Energy, technology absorption and
foreign exchange earnings & outgo as required under section 234(3)(iii) of the
Companies Act, 2013 read with the companies (Disclosure of particulars in the Report of
the Board of Directors ) rules 2014 are not attached to this Company.
There being no employee drawing remuneration in excess of prescribed ceiling during the
year, the information of particulars of employees as required under section 217 (2A) of
the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 in
respect of the Company is not attracted to this Company.
RISK MANAGEMENT POLICY
In terms of Section 134(3)(n) of the Act, your Directors wish to state that the Company
has drawn and implemented a Risk Management Policy including identification of elements of
risk, if any, which may threaten the existence of the Company. The above policy is being
reviewed/re-visited once a year or at such other intervals as deemed necessary for
modifications and revisions, if any.
CAUTIONARY STATEMENT
Statements in this report describing the Companys objectives, expectations or
predictions may be forward looking within the meaning of the applicable laws and
regulations. The actual results may differ materially from those expressed in this
statement because of many factors like economic conditions, availability resources, price
conditions, domestic and international markets, changes in govt. policies, tax regimes,
etc.
ACKNOWLEDGEMENTS
We thank our Customers, Vendors, Investors and Bankers for their continued support
during the year. We also thank the employees for their significant contribution in
Companys performance. We now look forward to the future with confidence and optimism.
| For and on Behalf of the Board of Directors |
| M.Kha |
Nitesh Singh |
| W.T. Director |
Director |
| (DIN: 00398157) |
(DIN: 0871700) |
Place : Kolkata
Date : 11th August, 2023
+91-9892691696
