Dear Members,
Your Directors have pleasure in presenting their 31st Annual Report together with the
Audited Accounts of the Company for the Year ended March 31, 2023.
FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY
The Standalone Financial results are summarized below:
(Amount in thousands)
| Particulars |
March 31, 2023 |
March 31, 2022 |
| Total Income |
1177469.52 |
1298383.29 |
| Total Expenditure |
1156704.25 |
1269706.38 |
| Profit Before Tax |
20765.26 |
28676.91 |
| Provision for Tax |
5399.00 |
8177.00 |
| Profit after Tax |
15366.26 |
20499.91 |
| Transfer to Statutory Reserves |
(3591.06) |
(4121.05) |
| Profit available for appropriation |
113984.23 |
97605.37 |
| Contingent Provision Against |
1002.00 |
|
| Standard Assets |
|
|
| Provision for Proposed Dividend |
- |
- |
| Provision for Dividend Tax |
- |
- |
| Balance Carried to Balance Sheet |
124757-43 |
113984.23 |
TRANSFER TO RESERVE
The Company has transferred Rs.3,59,106 u/s 45-IC of the RBI Act, 1934
GLOBAL HEALTH PANDEMIC FROM COVID-19
The World Health Organization declared a global pandemic of the Novel Corona virus
disease (COVID-19) on February 11, 2022. In enforcing social distancing to contain the
spread of the disease, our offices and client offices all over the world have been
operating with minimal or no staff for extended periods of time. In keeping with its
employee-safety first approach, the Company quickly instituted measures to trace all
employees and be assured of their well-being. Our teams reacted with speed and efficiency,
and quickly leveraged technology to shift the workforce to an entirely new ‘work-
from-home model. Proactive preparations were done in our work locations during this
transition to ensure our offices are safe.
DIVIDEND
Your Directors feel that it is prudent to plough back the profits for future growth of
the Company and do not recommend any dividend for the year ended 31st March, 2023.
SHARE CAPITAL
The paid up equity capital as on March 31, 2023 was Rs. 15,78,24,000. During the year
under review, no issue of equity shares with differential voting rights was completed.
Further, the Company has not issued any sweat equity nor granted any employee stock
options.
CHANGES IN THE NATURE OF BUSINESS
During the year, there has been no Change in the nature of the Business of the Company.
No material changes and commitments have occurred between the end of the financial year
and date of report.
BOARD MEETING
The Board of Directors duly met 4(Four) times on 28.05.2022, 24.08.2022, 14.11.2022 and
24.02.2023 in respect of which meetings, proper notices were given and the proceedings
were properly recorded and signed in the Minutes Book maintained for the purpose.
PUBLIC DEPOSITS
Your Company has not accepted any deposits in terms of Section 73 to 76 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and no amount
on account of principal or interest on deposits from public was outstanding during the
year under review as on the date of the balance sheet.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The company has not given loans or guarantees but has invested in the Equity Shares of
the other Companies. The details of the investments made by company during the year under
review are given in the financial statements.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has in place adequate internal financial controls system with reference to
financial statements. The scope of work includes review of process 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. During the year,
such controls were tested and no reportable weakness in the design or operation was
observed.
CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES
In accordance with the requirements of the provisions of section 135 of the Act, the
Company has constituted a Corporate Social Responsibility (“CSR”) Committee. The
composition and terms of reference of the CSR Committee is provided in the Corporate
Governance Report. Since your Company do not have the net worth of Rs. 500 Cr. or more, or
turnover of Rs. 1000 Cr. or more, or a net profit of Rs. 5 Cr. or more during the
financial year, section 135 of the Companies Act, 2013 relating to Corporate Social
Responsibility is not applicable and hence the Company need not adopt any Corporate Social
Responsibility Policy.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
The required information as per rule 8(3) of the companies (Accounts) Rules, 2014 is
provided hereunder:
A. Conservation of Energy: Your Companys operations are not energy intensive. Adequate
measures have been taken to conserve energy wherever possible by using energy efficient
computers and purchase of energy efficient equipment.
B. Technology Absorption:
1. Research and Development (R&D): NIL
2. Technology absorption, adoption and innovation: NIL
C. Foreign Exchange Earnings and Out Go:
1. Foreign Exchange Earnings: NIL Foreign Exchange Outgo: NIL.
POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS INDEPENDENCE
1. Scope:
This policy sets out the guiding principles for the Nomination & Remuneration
Committee for identifying persons who are qualified to become Directors and to determine
the independence of Directors, in case of their appointment as independent Directors of
the Company.
2. Terms and References:
2.1 "Director” means a director appointed to the Board of a Company.
2.2 "Nomination and Remuneration Committee means the committee constituted in
accordance with the provisions of Section 178 of the Companies Act, 2013 and clause 49 of
the Equity Listing Agreement.
2.3 "Independent Director” means a director referred to in sub-section (6) of
Section 149 of the Companies Act, 2013 and Clause 49(11) (B) of the Equity Listing
Agreement.
3. Policy:
Qualifications and criteria
3.1.1 The Nomination and Remuneration Committee, and the Board, shall review on annual
basis, appropriate skills, knowledge and experience required of the Board as a whole and
its individual members. The objective is to have a board with diverse background and
experience that are relevant for the Companys operations. 3.1.2 In evaluating the
suitability of individual Board member the NR Committee may take into account factors,
such as:
General understanding of the companys business dynamics, global business and social
perspective;
Educational and professional background
Standing in the profession;
Personal and professional ethics, integrity and values;
Willingness to devote sufficient time and energy in carrying out their duties and
responsibilities effectively.
3.1.3 The proposed appointee shall also fulfill the following requirements:
shall possess a Director Identification Number;
shall not be disqualified under the companies Act, 2013;
shall Endeavour to attend all Board Meeting and Wherever he is appointed as a Committee
Member, the Committee Meeting;
shall abide by the code of Conduct established by the company for Directors and senior
Management personnel;
shall disclose his concern or interest in any company or companies or bodies corporate,
firms, or other association of individuals including his shareholding at the first meeting
of the Board in every financial year and thereafter whenever there is a change in the
disclosures already made;
Such other requirements as may be prescribed, from time to time, under the companies
Act, 2013, Equity listing Agreements and other relevant laws.
3.1.4 The Nomination & Remuneration Committee shall evaluate each individual with
the objective of having a group that best enables the success of the companys business.
3.2 Criteria of independence
3.21 The Nomination & Remuneration Committee shall assess the independence of
Directors at time of appointment/ re-appointment and the Board shall assess the same
annually. The Board shall re-assess determinations of independence when any new interest
or relationships are disclosed by a Director.
3.2.2 The criteria of independence shall be in accordance with guidelines as laid down
in companies Act, 2013 and Clause 49 of the Equity Listing Agreement.
3.2.3 The Independent Director shall abide by the “Code for Independent Directors
“as specified in Schedule IV to the companies Act,2013.
3.3 Other Directorships/ Committee Memberships
3.3.1 The Board members are expected to have adequate time and expertise and experience
to contribute to effective Board performance accordingly, members should voluntarily limit
their directorships in other listed public limited companies in such a way that it does
not interfere with their role as Director of the company. The HRNR Committee shall take
into account the nature of, and the time involved in a Director Service on other Boards,
in evaluating the suitability of the individual Director and making its recommendations to
the Board.
3.3.2 A Director shall not serve as director in more than 20 companies of which not
more than 10 shall be public limited companies.
3.3.3 A Director shall not serve an independent Director in more than 7 listed
companies and not more than 3 listed companies in case he is serving as a whole-time
Director in any listed company.
3.3.4 A Director shall not be a member in more than 10 committee or act chairman of
more than 5 committee across all companies in which he holds directorships.
For the purpose of considering the limit of the committee, Audit committee and
stakeholders relationship committee of all public limited companies, whether listed or
not, shall be included and all other companies including private limited companies,
foreign companies and companies under section 8 of the Companies Act, 2013 shall be
excluded.
Remuneration policy for Directors, key managerial personnel and other employees
1. Scope:
1.1 This policy sets out the guiding principles for the Nomination and Remuneration
committee for recommending to the Board the remuneration of the directors, key managerial
personnel and other employees of the company.
2. Terms and Reference:
In this policy the following terms shall have the following meanings:
2.1 “Director” means a Director appointed to the Board of the company.
2.2 "key managerial personnel” means
(i) The Chief Executive Office or the managing director or the manager;
(ii) The company secretary;
(iii) The whole-time director;
(iv) The chief finance Officer; and
9) Such other office as may be prescribed under the companies Act, 2013
2.3 “Nomination and Remuneration Committee” means the committee constituted
by Board in accordance with the provisions of section 178 of the companies Act, 2013 and
clause 49 of the Equity Listing Agreement.
3. Policy:
3.1 Remuneration to Executive Director and Key Managerial Personnel
3.1.1 The Board on the recommendation of the Nomination and Remuneration (NR) committee
shall review and approve the remuneration payable to the Executive Director of the company
within the overall approved by the shareholders.
3.1.2 The Board on the recommendation of the NR committee shall also review and approve
the remuneration payable to the key managerial personnel of the company.
3.1.3 The Remuneration structure to the Executive Director and key managerial personnel
shall include the following components:
(i) Basic pay
(ii) Perquisites and Allowances
(iii) Stock Options
(iv) Commission (Applicable in case of Executive Directors)
(v) Retrial benefits
(vi) Annual performance Bonus
3.1.4 The Annual plan and Objectives for Executive committee shall be reviewed by the
NR committee and Annual performance Bonus will be approved by the committee based on the
achievement against the Annual plan and Objectives.
3.2 Remuneration to Non Executive Directors
3.2.1 The Board, on the recommendation of the Nomination and Remuneration Committee,
shall review and approve the remuneration payable to the Non Executive Directors of the
Company within the overall limits approved by the shareholders as per provisions of the
companies act.
3.2.2 Non Executive Directors shall be entitled to sitting fees attending the meetings
of the Board and the Committees thereof. The Non- Executive Directors shall also be
entitled to profit related commission in addition to the sitting fees.
3.3. Remuneration to other employees
3.3.1. Employees shall be assigned grades according to their qualifications and work
experience, competencies as well as their roles and responsibilities in the organization.
Individual remuneration shall be determined within the appropriate grade and shall be
based on various factors such as job profile skill sets, seniority, experience and
prevailing remuneration levels for equivalent jobs.
DECLARATION BY INDEPENDENT DIRECTORS
The independent directors of the Company (SUNITHA GUPTA, BARUN NASKAR & JAGDEV
YADAV) have given declarations that they meet the all criteria of independence as laid
down under section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing
Obligations and Disclosure Requirement) Regulations, 2015.
CEO/CFO/MD CERTIFICATION
The Chief Financial Officer (CFO) have issued certificate pursuant to the provisions of
Regulation 27(2) of the LODR certifying that the Financial Statements do not contain any
materially untrue statement and these statements represent a true and fair view of the
Companys affairs and the same forms a part of thisreport
FORMAL ANNUAL EVALUATION
As per section 149 of the Companies Act, 2013 read with clause VII (1) of the schedule
IV and rules made there under, the independent directors of the company had a meeting on
13.02.2023 without attendance of non- independent directors and members of management. In
the meeting the following issues were taken up:
(a) Review of the performance of non-independent directors and the Board as a whole;
(b) Review of the performance of the Chairperson of the company, taking into account
the views of executive directors and non-executive directors;
(c) Assessing the quality, quantity and timeliness of flow of information between the
company management and the Board that is necessary for the Board to effectively and
reasonably perform their duties.
The meeting also reviewed and evaluated the performance of non-independent directors.
The company has one non-independent directors namely:
i.) Mr.Jagannath Jha - Non- Independent& Executive
ii.) Mr. Mahesh Kumar Dalmia - Non-Independent& Executive
The meeting was recognized for shaping up of the company and putting the company on
accelerated growth path. They devoted more time and attention to bring up the company to
the present level.
The meeting also reviewed and evaluated the performance of the Board as whole in terms
of the following aspects:
Preparedness for Board/Committee meetings
.Attendance at the Board/Committee meetings
Guidance on corporate strategy, risk policy, corporate performance and overseeing
acquisitions and disinvestments.
Monitoring the effectiveness of the companys governance practices
Ensuring a transparent board nomination process with the diversity of experience,
knowledge, perspective in the Board.
Ensuring the integrity of the companys accounting and financial reporting systems,
including the independent audit, and that appropriate systems of control are in place, in
particular, systems for financial and operational control and compliance with the law and
relevant standards.
Mr. Jagannath Jha, chairman of the company and Mr. Mahesh Kumar Dalmia has performed
exceptionally well by attending board meetings regularly, by taking active participation
in the discussion of the agenda and by providing required guidance from time to time to
the company for its growth etc. It was noted that the Board Meetings have been conducted
with the issuance of proper notice and circulation of the agenda of the meeting with the
relevant notes thereon.
DIRECTORS RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, work performed by the internal, statutory, and
secretarial auditors and the reviews performed by Management and the relevant Board
Committees, including the Audit Committee, the Board is of the opinion that the Companys
internal financial controls were adequate and effective during the financial year 2022-21.
Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, the Board of
Directors, to the best of their knowledge and ability, confirm that:
(a) In the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
(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 profit and loss of the company for that period;
(c) The Directors had 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 had prepared the annual accounts ona going concern basis; and
(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 systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
There are no materially significant related party transactions made by the company with
Promoters, Key Managerial Personnel or any other related parties as defined under the
Companies Act, 2013, which may have potential conflict with interest of the company.
SUBSIDIARY COMPANIES
The Company does not have any subsidiary or Joint Venture.
LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the year 2022-23 to
The SME Platform of BSE Limited where the Companys Shares are listed.
VIGILMECHANISM / WHISTLE BLOWER POLICY
In line with the provisions of the Section 177(9) of the Act and the regulation 27(2)
of LODR with stock exchanges, the Company has adopted Whistle Blower Policy, as part of
vigil mechanism to provide appropriate avenues to the Directors and employees to bring to
the attention of the management any issue which is perceived to be in violation of or in
conflict with the fundamental business principles of the Company. This vigil mechanism
provides for adequate safeguards against victimization of employees and directors who
avail of the vigil mechanism and also provide for direct access to the chairperson of the
Audit committee, in exceptional cases. The Company Secretary is the designated officer for
effective implementation of the policy and dealing with the complaints registered under
the policy.
AUDITORS REPORT
The Auditors Report does not contain any qualification, reservation or adverse
remarks. Notes to Accounts and Auditors remarks in their report are self-explanatory and
do not call for any further comments.
SECRETARIAL AUDIT REPORT
In terms of the provisions of Section 204 of the Companies Act, 2013 and Rules framed
there under, a Secretarial Audit Report in the prescribed format, obtained from a Company
Secretary in practice, is required to be annexed to the Boards Report. In view thereof,
The Board has appointed Mr. Akhil Agarwal, Practicing Company Secretary, to conduct
Secretarial Audit for the Financial Year 2022-23. The Secretarial Auditors Report, in the
prescribed format, for the period ended March 31, 2023 is annexed to this Directors
Report and forms part of the Annual Report.
STATUTORY AUDITOR
M/s. K B & Associates (FRN 328672F) retires at the ensuing annual general meeting
and is eligible for re- appointment. Due to pre-occupation with other assignments, M/s. K
B & Associates, Chartered Accountants resigns from the Company w.e.f. 04.09.2023.
As required under the provisions of Section 139 of the Companies Act, 2013, the Company
has received a written consent from SSRV & Associates, Chartered Accountants
(FRN:135901W) to their appointment and a certificate to the effect that their appointment,
if made, would be in accordance with the Companies Act, 2013 and the rules framed there
under and that they have satisfied the criteria provided in Section 141 of the Companies
Act, 2013. The Board recommends the appointment of SSRV & Associates, Chartered
Accountants, as the statutory auditors of the Company from the conclusion of this Annual
General meeting till the conclusion of the fourth Annual General Meeting.
EXTRACTS OF ANNUAL RETURN
As provided under Section 92(3) of the Act, the extract of the Annual Return in form
MGT-9 is annexed herewith as “Annexure- I".
BUSINESS RISK MANAGEMENT
Your Company has a structured framework to satisfy that sound policies, procedures and
practices are in place to manage the key risks under risk framework of the company. Major
risks identified by the businesses and functions are systematically addressed through
mitigating actions on a continuing basis.
PARTICULARS OFEMPLOYEES
The information required pursuant to Section 197 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. In terms of Section 136 of the Act, the
Report and Accounts are being sent to the Members and others entitled thereto, excluding
the information on employees 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 the ensuing Annual General Meeting. If any Member is interested
in obtaining a copy thereof, such Member may write to the Company Secretary in this regard
and the same will be furnished on request.
Particulars of Employees pursuant to section 134(3)(q) of the Companies Act, 2013 read
with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014
1. None of the employees was employed throughout the financial year, which was in
receipt of remuneration exceeding Rs. 6,000,000/- per annum or more. Therefore, Rule
5(2)(i) of the captioned Rules is notapplicable.
2. None of the employees was employed throughout the financial year, who was in receipt
of remuneration exceeding Rs. 500,000/- per month. Therefore, Rule 5(2)(ii) of the
captioned Rules is not applicable.
3. No employee is a relative of any director or Key Managerial personnel of the
Company. Therefore, Rule 5(2)(iii) of the captioned Rules is not applicable to any
employee.
CORPORATE GOVERNANCE
The Company has complied with the corporate governance requirements as stipulated under
Regulation 27(2) of the LODR entered into with the stock exchanges. A separate section on
corporate governance is provided, along with a certificate from the auditor confirming the
compliance of conditions of Corporate Governance as stipulated under Regulation 27(2) of
the LODR entered into with the stock exchanges is annexed and forms part of this report.
MANAGEMENT DISCUSSION & ANALYSIS REPORTS
The Management Discussion and Analysis Reports is attached which forms part of this
Report.
POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE
The Company has a policy of zero tolerance for sexual harassment at workplace in line
with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules there under. The following is the
summary of sexual harassment complaints received and disposed during the calendar year.
No. of complaints received: Nil
No. of complaints disposed off: Nil
CREDIT & GUARANTEEFACILITIES:
The Company has been not availing facilities of Credit and Guarantee .
AUDIT COMMITTEE
The details pertaining to composition of audit committee are included in the Corporate
Governance Report, which forms part of this report. During the year under review, there
were no instances when recommendation of audit committee was not accepted by the board.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Companys policy on directors appointment and remuneration and other matters
provided in Section 178(3) of the Act has been disclosed in the corporate governance
report, which forms part of the directors report.
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).
ACKNOWLEDGEMENT
Your Directors wish to place on record their appreciation of the contribution made by
the employees at all levels, to the continued growth and prosperity of your Company.
Your Directors also wish to place on record their appreciation of business
constituents, banks and other financial institutions and shareholders of the Company like
SEBI, BSE, NSDL, CDSL, RBL Bank, Bank of Baroda, Indusind Bank and Kotak Mahindra Bank
etc. for their continued support for the growth of the Company.
| For and on behalf of the Board |
Sd/- |
Sd/- |
|
Sunitha Gupta |
Jagannath Jha |
| Place: New Delhi |
Director |
Director |
| Date: 04/09/2023 |
DIN No. 07133097 |
DIN:08943829 |
+91-9892691696
