Your Director have pleasure in presenting their 24th Annual Report on the
business and operation of the company and the accounts for the Financial year Ended 31st
March, 2021.
FINANCIAL PERFORMANCE OF THE COMPANY :
The financial results for the year ended 31st March, 2021 and the
corresponding figures for the last year are as under :-
|
(Rs. In Lacs) |
| Particulars |
2020-21 |
2019-20 |
| Total Income |
0.00 |
100.07 |
| Profit (Loss) before taxes and extraordinary items |
57.82 |
(177.51) |
| Less: Extraordinary items |
41.63 |
0.00 |
| Profit (Loss) before tax |
16.19 |
(177.51) |
| Deferred taxation |
4.11 |
(46.37) |
| Net Profit/ (Loss) |
12.08 |
(131.14) |
STATE OF COMPANYS AFFAIRS :
During the year, the Company was under IRP, therefore no business activities has been
carried on during the year.
The company has earned profit of Rs. 1208097 during the year which is transferred to
General Reserve.
DIVIDEND :
Considering the financial performance, your directors regret to declare any dividend.
DIRECTORSS RESPONSIBILITY STATEMENT:
The Directors Responsibility Statement referred to in clause (c) of Sub- section (3)
of Section 134 of the Companies Act, 2013 shall state that
1. in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures:
2. The director 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;
3. the director 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;
4. the directors had prepared the annual accounts on a going concern basis; and
5. the directors, in the case of a listed company, had laid down internal financial
controls to be followed by the company and that such internal financial controls are
adequate and were operating effectively.
6. 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.
CORPORATE GOVERNANCE
The Company has complied with the mandatory provisions on Corporate Governance as
prescribed in the Regulation 27 of SEBI (Listing obligations and Disclosure Requirements)
Regulations, 2015 with the Stock Exchanges. A separate report on Corporate Governance as
per schedule V {C} of SEBI (Listing obligations and Disclosure Requirements) Regulations,
2015 is included as a part of the Annual Report along with the Auditors Certificate on
its compliance.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on
an arms length basis and were in the ordinary course of business and that the provision
of section 188 of the Companies Act,1956 is not attracted.
All Related Party Transactions are placed before the Audit Committee as also the Board
for approval. Details of contracts/ arrangements/transactions with the related party are
given in the notes to financial statements.
As the Company was under IRP and Company is required to pay off its creditors. The
Company requires to raise further loans/borrowings from the Lenders/Financial
Institutions/Bodies Corporate/others.
So, The Company is proposed to borrow Sum of Rs. Rs. 8 Crores (Rupees Eight Crores
only) from M/s Bulkpack Exports Limited, which is related party within the meaning of
Section 2(76) of the Act and Regulation 2(1)(zb) of the Listing Regulations, to pay off
the settlement amount to creditors and which transaction is at arms length basis.
The Board recommends the resolution in notice of Annual General Meeting for approval of
Members.
The Form AOC 2 is not applicable.
CORPORATE SOCIAL RESPONSIBILITY
The Company has incurred losses during the last three years, so the Company has not
incurred any Corporate Social Responsibility expenditure during the year under review.
However, a Corporate Social Responsibility committee consisting Shri R.K. Tekriwal as
the Chairman, Mr. Anil Waman Jog and Mr. Vishwanath Kanungo, as member of the Committee.
The board of directors have approved a policy on CSR.
RISK MANAGEMENT AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company does not have risk management policy as the elements of the risk threating
the Companys existence are very minimal.
DIRECTORS
In terms of Section(s) 149, 152 and all other applicable provisions of the Companies
Act, 2013, for the purpose of determining the directors liable to retire by rotation, the
Independent Directors are not included in the total number of directors of the Company.
Mr. Vishwanath Kanungo (DIN 02628075), shall retire by rotation at the ensuing Annual
General Meeting and being eligible, has offered himself for re-appointment as a Director
of the Company.
The Board place on records its appreciation for valuable guidance and service rendered
by Mr. Vishwanath Kanungo (DIN 02628075),to the Company during her tenure.
In accordance with the provisions of Sections 197 and 203 read with Schedule V and all
other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s)
or re-enactment thereof for the time being in force) and based on qualification and
experience, the Nomination and Remuneration Committee and the board of Directors of the
Company has recommends increase in remuneration of Mr. Rajendra Kumar Tekriwal, Managing
Director of the Company.
The notice and explanatory statement may be treated as an abstract of the terms and
conditions of appointment and remuneration payable to Shri R.K. Tekriwal, as required
under section 102 of the Companies Act, 2013.
Accordingly, Ordinary resolutions are proposed to take shareholders approval for
increase in remuneration of Mr. Rajendra Kumar Tekriwal, Managing Director of the Company.
DECLARATION BY INDEPENDENT DIRECTORS
Necessary declarations have been obtained from all the Independent Directors under
sub-section (7) of Section149 of the Companies Act, 2013.
MEETINGS
During the Financial year Four (4) Board Meetings and Four(4) Audit Committee Meetings
were convened and held. The details of which are given in the Corporate Governance Report.
The intervening gap between the Meetings was within the period prescribed under the
Companies Act, 2013.
During the Year, Honble NCLT through their order dated 3rd January 2020 have
discontinue the present Board of Directors of the Company and appointed Insolvency
Resolution Professional (IRP) to start insolvency proceeding.
The above said order of the Honble NCLT have been set aside by NCLAT through their
order dated 13th August 2020 and allowed the Board of Directors of the Company
to function independently.
PERFORMANCE EVALUATION OF BOARD, COMMITTEE AND DIRECTORS
Pursuant to the Provisions of the Companies Act, 2013 and as stipulated under Chapter
IV (17) (10) SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015, the
Board of Directors has carried out an annual evaluation of its own performance,
performance of its directors individually as well as the evaluation of the working of its
committees. The evaluation of all directors and the Board as whole was conducted based on
the criteria and framework adopted by the Board.
The Directors were satisfied with the evaluation results, which reflected overall
engagement of the Board and its Committees with the company.
AUDITORS AND AUDITOR REPORT
Pursuant to the provisions of section 139 and other applicable provisions, if any, of
Companies Act, 2013 read with Rule 3 of Companies (Audit and Auditors) Rules, 2014, M/s.
S.N. Gadia &
Co., Chartered Accountants (FRN 002052C), appointed as Auditor of the Company which was
subject to rectification at every Annual General Meeting, be and is hereby ratified to
hold office from the conclusion of this Annual General Meeting till the conclusion of next
Annual General Meeting, on such remuneration as may be fixed by the Board.
A resolution proposing ratification of M/s. S.N. Gadia & Co., Chartered Accountants
(FRN 002052C),Chartered Accountants, as the Statutory Auditors of the company pursuant to
section 139 of the Companies Act, 2013 forms part of the Notice.
The notes on Financial Statements referred to in the Auditors Report are
self-explanatory and do not call for any further comments.
SECRETRIAL AUDITOR AND SECRETRIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed Ms. Harshita Modani, Company Secretary in Practice to undertake the Secretarial
Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith.
The Secretarial Audit report is self-explanatory.
SUBSIDIARYJOINTVENTURE AND ASSOCIATE COMPANY
There were no subsidiary, JV and associate Company.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
Details of Loans:
There were NIL loans given, investment made or guarantee given or security provided as
per the provisions of Section 186 of the Companies Act, 2013.
Deposit:
The Company has neither accepted nor renewed any deposits during the year under review.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is not applicable.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return in Form No.MGT-9 as required under Section 92 of the
Companies Act, 2013 for the financial year ending March 31,2021 is annexed hereto as
Annexure A and forms part of this report.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has a Vigil Mechanism/Whistle Blower Policy to deal with instance of fraud
and mismanagement, if any.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREGIN EXCHANGE EARNING AND OUTGO
The provisions of Section 134(m) of the Companies Act, 2013 do not apply to our
Company. There was no foreign exchange inflow or Outflow during the year under review.
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).
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OR THE COMPANY TO WHICH THE
FINANCIAL STATEMENTS RELATE AND THE DATE OFTHE REPORT
No material changes and commitments affecting the financial position of the company
occurred between the end of the financial year of the company to which the financial
statements relate on the date of this report.
LISTING OF SHARES
The Companys shares are listed with BSE Limited. The Company has paid its annual
listing fees for financial year 2020-21.
INDUSTRIAL RELATIONS
The Companys industrial relations continued to be healthy, cordial and harmonious
during the period under review.
ENVIORMENT AND SAFETY
The Company is conscious of the importance of environment clean and safe operations.
The Companys policy required conducts of operations in such a manner, so as to ensure
safety of all concerned, compliances environmental regulations and preservation of natural
resources.
GENERAL
Your Directors state 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:
a) Issue of equity shares with differential rights as to dividend, voting or otherwise.
b) Issue of shares (including sweat equity shares) to employees of the Company under
any scheme.
c) Neither the Managing Director nor the Whole-time Directors of the Company receive
any remuneration or commission from its subsidiary.
d) No significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and Companys operations in future.
e) During the year under review, there were no cases filed or reported pursuant to the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
ACKNOWLEDGEMENT
The Board desires to place on record its grateful appreciation for the excellent
assistance and co-operation received and continued support extended to the Company by the
bankers, investors, suppliers and esteemed customers and other business associates. Your
Directors also wish to place on record their deep sense of appreciation to all the
employees of the Company for their commitment and continued contribution in the
performance of the company.
|
By order of the Board |
|
Sd/- |
| Place: Pithampur |
R.K. Tekriwal |
| Date: 14/08/2021 |
(Chairman & Managing Director) |
|
DIN:00011492 |
+91-9892691696
