To
The Members,
Your directors have the pleasure in presenting herewith their 30th Annual
Report on the business and operation of the Company together with the Audited Statements
of Accounts of the Company for the year ended 31stMarch, 2022.
FINANCIAL RESULTS
The performance of the company for the FY ended March 31, 2022 is summarized as below:
| FINANCIAL RESULTS |
FOR THE YEAR ENDED 31.03.2022 |
FOR THE YEAR ENDED 31.03.2021 |
|
(Rs ‘000) |
(Rs ‘000) |
| Profit/ (loss) before tax for the year |
(5491.84) |
(5934.79) |
| Less: Provision for Income Tax |
- |
|
| Less: Provision of Tax for earlier years (including FBT) |
- |
-- |
| Less: Provision for Deferred Tax |
(507.27) |
(43.72) |
| Profit/ (loss) after tax for the year |
(4,984.57) |
(5,891.07) |
| Add: Previous Years Carry Over Balance |
7,76,410.90 |
7,76,410.91 |
| Less: Balance Written Off |
- |
- |
| Profit/ (loss) carried forward to the next year |
7,71,426.33 |
7,76,410.91 |
REVIEW OF OPERATION
The Companys gross income for the financial year ended 31st March, 2022 was
Rs. (in thousands) 15,078.48 and the Company incurred net loss during the period under
review which has been Rs. (in thousands) 4,984.57. Your directors are continuously looking
for avenues for future growth of the Company.
DIVIDEND
Due to losses in the previous year, your directors do not recommend any dividend for
financial year ended 31stMarch, 2022.
TRANSFER TO RESERVES
For the financial year ended 31stMarch, 2022, the Company had not
transferred any sum to reserves.
DEPOSIT
Your Company has not accepted any deposits from the public for the year under review
within the meaning the Companies Act, 2013.
CORPORATE GOVERNANCE
Your Company has been constantly reassessing itself with well-established Corporate
Governance practices as per requirements of Clause 49 of the Listing Agreement. Your
directors re- affirm their commitment to the Corporate Governance Report as prescribed by
Securities & Exchange Board of India (SEBI). A Certificate from the Practicing Company
Secretary, on compliance with conditions of Corporate Governance as stipulated under
Clause 49 of the Listing Agreement, is enclosed to this Report.
DIRECTORS AND KMPS
The following changes have taken place in the Board of Directors for the year under
review: In terms of the provision of the Companies Act, 2013, Mr. Ajay Kumar Jain Director
of the Company, retire by rotation and being eligible to offer himself for re-appointment
at the ensuing Annual General Meeting. Your Board recommends his appointment. A brief
resume of the Directors retiring by rotation at the ensuing Annual General Meeting, nature
of their expertise in specific functional areas and names of companies in which they hold
directorship / membership / chairmanship of the Committees of the Board, as stipulated
under Clause 49 of the Listing Agreement is given in the Corporate Governance.
Mrs. Rashmi Narsaria has resigned from the post of Company Secretary with effect from
28.02.2022 and Mr. Asim Kumar Sur was appointed as Company secretary with effect from
02.06.2022.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013 your Directors confirm:-
i) That in the preparation of the Annual Accounts, the applicable accounting standards
(INDAS) had been followed;
ii) That they 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
Loss of the Company for that period;
iii) That they have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013, for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
iv) That they have prepared the Annual Accounts on a ‘Going Concern basis.
v) That they have laid down internal financial controls in the Company that are
adequate and were operating effectively.
vi) That they have devised proper systems to ensure compliance with the provisions of
all applicable laws and these are adequate and are operating effectively.
NUMBER OF MEETINGS OF THE BOARD
Fifteen; (15) Meetings of the Board were held during the year. For details of the
Meetings of the Board, please refer to the Corporate Governance Report, which forms part
of this report.
JOINT VENTURE AND SUBSIDIARY COMPANY
During the year under review, the company does not have any joint venture or subsidiary
company.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussions and Analysis Report forms an integral part of the Directors
Report as stipulated under Clause 49 of the Listing Agreement and forms part of this
Annual Report. The report provides strategic direction and more detailed analysis on the
performance of business and its outlook.
i) STATUTORY AUDITORS
According to the provisions of Section 139, 142 of the Companies Act, 2013 and other
applicable provisions, if any, of the said Act and Companies (Audit and Auditors) Rules,
2014 (including any statutory modifications or re-enactment thereof for the time being in
force) M/s RAJESH JALAN & ASSOCIATES , Chartered Accountants, having Firm Registration
No: 326780E based at Kolkata were appointed as statutory auditors of the Company for
01.04.2021 to 31.03.2022 , to fill up casual vacancy arisen due to resignation of previous
auditor, upto conclusion of the ensuing Annual General Meeting to be held for march 2022
and board of director recommended M/s RAJESH JALAN & ASSOCIATES , Chartered
Accountants, having Firm Registration No: 326780E to be appointed for 5 years subject to
approval of shareholders from conclusion of this annual general meeting upto the
conclusion of the Annual General Meeting to be held in the year 2026 i.e. for the
financial years 2022-2023 to 2025-2026, subject to ratification by the shareholders at
every subsequent AGM. In this regard, the Company has received a certificate from the
auditors to the effect that if they are reappointed, it would be in accordance with the
provisions of Section 141 of the Companies Act, 2013.
ii) SECRETARIAL AUDITORS
According to the provisions of Section 204 of the Companies Act, 2013 read with Section
179(3)(k) read with Rule 8(4) of the Companies (Meeting of Board and its Powers) Rules,
2014, the Secretarial Audit Report submitted by "Riteek Baheti &
Associates "the Company Secretary in Whole-time Practice in form MR-3 is
enclosed as a part of this report in Annexure A.
HUMAN RESOURCES
The Companys industrial relations continued to be harmonious during the period under
review. The Human Resource function constantly endeavors on high performance. Your company
is continuing its emphasis on training and alignment.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
The Companys policy on prevention of sexual harassment of women provides for the
protection of women employees at the workplace and for prevention and redressal of such
complaints. There were no complaints pending for the redressal at the beginning of the
year and no complaints received during the financial year.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT-9, as
required under Section 92 of the Companies Act, 2013 is enclosed as a part of the Report
in
Annexure B.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars as required under provisions of conservation of energy and technology
absorption as specified under section 134(3)(m) of the Companies Act, 2013 read with rule
8 of the Companies (Accounts) Rules, 2014 are as follows: Statutory information as
required under the Companies Act, 2013. A. Conservation of Energy The energy
conservation measures undertaken by the Company ensure savings in energy costs improving
operational efficiency. There are no specific additional investments or proposed
investments for reduction of consumption of energy since the primary investments
decisions are always taken in such a way that energy is spent to the minimum level. The
efficiency of energy utilization is closely monitored to attain a high level of effective
conservation. Some of the measures adopted by the Company are mentioned below: The boilers
are run by Husk and it has saved substantial cost.
(a) The plant has optimized the process energy balance and facilitated overall energy
conservations in plant operation.
(b) This is an ongoing exercise, the benefit of which is available in the long run.
(c) Total energy consumption is as under:
|
2021-22 |
2021-21 |
| Power & Fuel Consumption: |
|
|
| (i) Electricity Purchased |
|
|
| Units (in thousands) (KWH) |
-- |
-- |
| Total Amount () |
-- |
-- |
| Rate / Unit () |
-- |
-- |
| (ii) Fuel Purchased |
|
|
| Quantity (In Ltrs.) |
-- |
-- |
| Total Amount () |
-- |
-- |
| Rate / Unit () |
-- |
-- |
B. Technology Absorption
(i) The plant is being run by continuous Rotary Kiln capacity.
(ii) No technology has been imported by your Company during the last 5 years.
C. Foreign Exchange Earnings & Outgo
|
(Amount in Rs) |
| (a) Foreign Exchange Earnings : |
|
| (i)F.O.B value of Exports |
Nil |
| (b) Foreign Exchange Outgo |
|
| : |
|
| (i) C.I.F value of Import |
|
| Raw materials |
Nil |
| (ii) Travelling Expenses |
Nil |
RELATED PARTY TRANSACTIONS
All related party transactions entered into during FY 2021-2022 were on an arms length
basis and in the ordinary course of business and were in compliance with the applicable
provisions of the Act and the Listing Regulations. Further, there were no transactions
with related parties which qualify as material transactions under the Listing Regulations.
(Details of Related Party Transaction given in Note No. 25 of the Financial
Statement).Accordingly, the disclosure of related party transactions, as required under
Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company.
AUDIT COMMITTEE
The Audit Committee of the Board has been constituted in terms of Listing Regulations
and Section 177 of the Companies Act, 2013. The constitution and other details of the
Audit Committee are given in the Corporate Governance Report.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of corporate social responsibility as specified under section 135 of the
Companies Act, 2013 has no significance for the Company.
BOARD EVALUATION
As per the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and
Disclosure Requirements) Regulations 2015, the Board has carried out the annual evaluation
of its own performance, and of each of the Directors individually, including the
independent directors, as well as the working of its committees.
INTERNAL FINANCIAL CONTROL FOR FINANCIAL STATEMENTS
Internal financial control systems of the Company are commensurate with its size and
the nature of its operations. These have been designed to provide reasonable assurance
with regard to recording and providing reliable financial and operational information,
complying with applicable accounting standards and relevant statutes, safeguarding assets
from unauthorised use, executing transactions with proper authorisation and ensuring
compliance of corporate policies. The Company has a well-defined delegation of authority
limits for approving revenue as well as expenditures. Processes for formulating and
reviewing annual and long-term business plans have been laid down.
REMUNERATION POLICY
The Company has reassessed Remuneration Policy for the Directors, KMP and other
employees pursuant to the provisions of the Companies Act, 2013 and the Listing
Regulations.
PARTICULARS OF EMPLOYEES
The statement containing particulars of employees as required under Section 197(12) of
the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 forms part of this report. Further, the Report and the Accounts are
being sent to the members excluding the aforesaid statement. In terms of Section 136 of
the Act, the said statement is open for inspection at the Registered Office of your
Company. Any members interested in obtaining such particulars may write to the Company
Secretary at the Registered Office of the Company.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has adopted a Whistle-blower Policy, to provide a formal mechanism to the
Directors, employees and its stakeholders to report their concerns about unethical
behaviour, actual or suspected fraud or violation of the Companys Code of Conduct or
Ethics Policy. The policy provides for adequate safeguards against victimisation of
employees who avail of the mechanism and also provides for direct access to the Chairman
of the Audit Committee. It is affirmed that no personnel of the Company have been denied
access to the Audit Committee.
LOANS, GURANTEES AND INVESTMENTS
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
SIGNIFICANT AND MATERIAL ORDERS BY THE REGULATORS OR COURTS TRIBUNAL IMPACTING THE
COMPANYS GOING CONCERN STATUS & OPERATIONS IN FUTURE
During the period under review, no significant and material orders passed by the
regulators or courts or tribunals impacting the going concern status and Companys
operations in the future.
ACKNOWLEDGEMENTS
Your directors would like to express their sincere appreciation of the co-operation and
assistance received from shareholders, bankers, regulatory bodies and other business
constituents. Your directors also wish to place on record their deep sense of appreciation
for the commitment displayed by the Companys executives, staff and workers of the company
during the year.
|
For and behalf of the Board of Directors |
|
Ajay Kumar Jain |
Navin Kumar Jain |
|
Managing Director |
Director |
|
Din:-00499309 |
Din:-00499139 |
| Date: 05th September 2022 |
|
|
| Place: Kolkata |
|
|
+91-9892691696
