To
The Members
Your Directors have pleasure in presenting the 30 Annual Report of the
Company together with the Audited Statements of Accounts for the year ended 31 March,
2022.
(1) FINANCIAL RESULTS:
(Rs. In lakhs)
| Sl.No. Particulars |
2021-22 |
2020-21 |
| 01. Gross Income |
79.60 |
18.75 |
| 02. Total Expenses |
78.29 |
18.94 |
| 03. Finance Charges |
0 |
0 |
| 04. Extraordinary Items |
6 |
0 |
| 05. Net Profit/(Ioss) before tax |
1.30 |
(0.19) |
| 06. Provision for tax |
0 |
0 |
| 07. Net profit/(loss) after tax |
1.30 |
(0.19) |
(2) State of Companys Affairs:
During the year under review, the Company had a sales turnover of Rs 79.60 lakhs
against Rs. 18.75 lakhs made during the previous year. For the year 2021-22, the company
has earned a profit of Rs. 1.30 lakhs as against loss incurred against Rs.0.19 lakhs
during the previous year
(3) DIRECTORS:
Details of directors as per Section 152 read with section 149 of the Companies Act,
2013 read with the Listing Regulations, 2015, the Board is duly constituted and balanced.
During the year under review, Mr. Sivalingam Ashok Kumar Arcot, director of the company
will retire by rotation and being eligible, otfers himself for reappointment at the
ensuing annual general meeting.
(4) DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (3) (C) of the Companies Act, 2013, the Directors confirm that:
(a) In the preparation of annual accounts, the applicable accounting standards had been
followed and there are no material departures from the same.
(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 the
profit and loss of the company for that period.
(c) 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) Annual accounts were prepared on a going concern basis., and
(e) 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 proper system was devised to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively
(5) DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from all the independent Directors under
section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid
down in section 149(6) of the Companies Act, 2013.
(6) BOARD MEETINGS:
The Board met four times during the year under review the details of which are given in
the Corporate Governance Report that forms part of this Report.
(7) POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:
The companys policy lays down the criteria for determining qualifications, positive
attributes, independence of a director and other matter as provided under sub-section (3)
of Section 178 of the Companies Act, 2013.
The Current Policy is to have an appropriate mix of executive and independent directors
to maintain the independence of the Board in terms of the provisions of Section 178 of the
Companies Act, 2013. The board consists of one executive director and two non executive
directors with two independent directors
(8) AUDIT COMMITTEE:
Pursuant to the provisions of section 177 of the Companies Act, 2013, the company board
constituted the audit committee with the following directors:
(I) Sri.P. Nireesh Reddy Independent Director as Chairman
(ii) Sri. A. Yadagiri, Independent Director
(iii) Sri. O. Krishna Reddy, Executive Director
(9) AUDITORS:
(a) Statutory Auditors: M/s A.Y Ratnam & Co., Chartered Accountants will continue
to be auditors until completion of their term of 5 yers.
(b) Secretarial Auditor: Vijay Krishna Narala., Practicing Company Secretaries are the
Secretarial Auditors appointed by the board of directors of the Company for the year
2020-21 and the Report is attached to this Report.
(10) AUDITORSOBSERWIONS:
The Observations made in the Secretarial Audit Report by the Secretarial Auditor and
the explanation thereto are furnished as under:
Explanation to the observation made under para (4)? of the report: The company is not
in operation for the last several years and the shares of the company are suspended on the
stock exchange. The company, being a defunct company has filed annual report with the
stock exchanges and communicated book closure for the purpose of AGM. The unaudited
financial results could not be filed as the company has not been any carrying any activity
for the last several years.
Explanation to the observation made under para 4(d) of the Report: The company is
defunct for several years and the application made for power license was rejected by the
Government. The company has plans to diversity into Food Processing business in the coming
year subject to obtaining the RoC- llydcrahud approval for change of Name and Objects.
Explanation to the observation made under para (4)(e): The company has been undergoing
severe financial crisis and could not settle the dues to Registrars Mild Transfer Agents
relating to demat services. The Transfer Agent was requested to continue their services
relating to demat services and the promoter director issued a commitment
letter to pay the dues and requested it to continue their services.
Explanation to the observation made under para (4)(f): The company is a defunct one for
the last several years and there is no manufacturing or any other activity carried out by
the company and the income is zero for the last several years and the company is in the
process of complying with the requirement of Key Managerial Personnel and will be
appointing the Company Secretary as required under the Act shortly.
Explanation to the observation made under para (4)(h): The company is a defunct one for
the last several years and there is no manufacturing or any other activity carried out by
the company and the income is zero for the last several years and the company is in the
process of complying with the requirement of Internal Auditor as required under the Act
shortly.
Explanation to the observation made under para (4)(i): The directors had raised the
unsecured loan mainly for the purpose of meeting the requirement of expenses to be
incurred to maintain the office and to administer as there is no other income from
operations for several years. The amount raised from other persons other than the
directors pertain to the relatives of the directors.
Explanation to the observation made under para 4(j): The company is in the process of
settlement of dues to the Registrars and Share Transfer Agents and the company will comply
with the requirement of electronic voting system as required under the Act.
Explanation to observation made under para 4(k): Since the unit was defunct for several
years, the company could not maintain properly the registers, records and returns. The
company is in the process of maintaining the required registers and records as required
under various applicable labour laws.
(11) VIGIL MECHANISM:
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. The company has not denied access to any personnel to approach the management
on any issue.
(12) LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186:
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013 are not required to be given as there were no such loans,
investments and guarantees made by the company during the year under report.
(13) CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
Pursuant to the provisions of Section 134(3)(h) read with Rule 8 (2) of the Companies
(Accounts) Rules. 2014, there were no materially significant related party transactions
with the Companys Promoters, Directors, Management or their relatives, which could have
had a potential conflict with the interests of the Company.
(14) REMUNERATION OF DIRECTORS AND EMPLOYEES:
The information required pursuant to Section 197 of the Companies Act, 2013 read with
Rule 5(1) of the Companies (Appointment and Remuneration of Managing Personnel) Rules,
2014 and Companies (Particulars of Employees) Rules, 1975, in respect of Director is not
required to be given as there was no such remuneration paid during the year under report.
Particulars of employees as per the Rule-5(2) of The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, are not applicable as there is no
employee who was in receipt of remuneration in excess of the limits specified.
(15) CONSERWIN OF ENERGY TECHNOLOG YABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
Information required under section 134(3)(m) of the CompaniesAct, 2013 read with Rule 8
of the Companies (Accounts) Rules, 2014, are not furnished as there was no production
activities carried out during the year under report. The foreign exchange earnings and
expenses are nil during the year.
(16) RISK MANAGEMENT POLICY
The Company has been addressing various risks impacting the Company and the policy of
the Company on risk management is set out in the Management Discussion and Analysis which
forms part of this report.
(17) BOARD EVALUATION:
The evaluation of all the directors and the Board as a whole was conducted based on the
criteria and framework adopted by the Board. The evaluation process has been explained in
the corporate governance report section in this Annual Report. The Board approved the
evaluation results as collated by the nomination and remuneration committee.
(18) EXTRACT OF ANNUAL RETURN:
In accordance with the provisions of Section 134(3)(a) of the Companies Act, 2013 The
details forming part of the extract of the Annual Return in Form MGT- 9 is annexed
herewith to this report.
(19) MANAGEMENT DISCUSSION AND ANALYSIS RE PORI:
As required under the Listing Regulations, 2015, a statement on the Management
Discussion and Analysis Report is attached to this Report.
(20) CORPORATE GOVERNANCE REPORT:
Pursuant to the Regulation 34 of the Listing Regulations, 2015, the company complied
with the guidelines and a statement on the corporate governance report for the year
2021-22 is attached to this report.
(21) GENERAL:
Your Directors state that no disclosure or reporting is required in respect of the
following items as they are not apprised there were no transactions/ events occurred on
these items during the year under review:
1. Details relating to deposits covered under chapter 5 of the Act.
2 No significant or material orders were passed by the Regulators or courts or tribunal
which impact on going concern status and the companys operations in future.
3. No cases were Filed pursuant to the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
4. No Dividend was recommended by the Board.
5. Issue of Equity shares with differential rights as to Dividend, voting or otherwise.
6. Issue of shares to Employees of the Company under any revenue.
7. Corporate Social Responsibility policy.
8. No material events occurred between the date of closure of books of account and the
date of this report.
9. There were no such companies which have become or ceased to be the companys
Subsidiaries, joint ventures or associate companies during the year under report.
10. The company has adequate internal financial controls system over financial
reporting and such internal financial controls over financial reporting were operating
effectively as at 31" March, 2022 based on the internal controls over financial
reporting.
ACKNOWLEDGEMENT
Your Directors record the assistance extended to the company by the company bankers and
various Government authorities and all business associates.
The Directors also wish to place on record their appreciation for the committed
services by the companys Executives, staff and workers.
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