Your directors take pleasure in presenting the FORTIETH Annual Report along with
the Audited Accounts for the year ended 31.03.2023.
FINANCIAL RESULTS:
The performance during the period ended 31st March 2023 has been as under:
(Amount in lakhs)
Sl. No. Particulars |
2022-23 |
2021-22 |
1 Gross Income |
1882.15 |
1681.13 |
2 Profit Before Interest and Depreciation |
-238.63 |
-217.17 |
3 Finance Charges |
16.26 |
0 |
4 Gross Profit |
-254.89 |
-217.17 |
5 Depreciation and Amortisation expenses |
71.74 |
18.16 |
6 Net Profit Before Tax |
-326.63 |
-235.33 |
7 Provision for Tax |
0 |
0 |
8 Profit After Tax |
-326.63 |
-235.33 |
9 Other Comprehensive Income |
0.47 |
9.65 |
10 Total Comprehensive Income for the year |
-326.16 |
-225.68 |
OPERATIONS:
The Company is mainly engaged in the business of Electronic Security which comprises of
CCTV, Access control, Fire Detection, Alarms, and Intrusion Alarms.
DIVIDENDS:
Since there are accumulated losses carried forward from previous years, the Company is
therefore not in a position to declare dividends.
CHANGE IN NATURE OF BUSINESS:
During the period, there was no change in the nature of business of the Company.
TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013:
The company has not transferred any amount to Reserves.
MATERIAL CHANGES & COMMITMENTS AFFECTING FINANCIAL POSITION:
During the period there had been no material changes and commitments which affected the
financial position of the Company.
INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY:
Details of the Companies which have become / ceased to be its Subsidiary / JV
/Associate Company
SL
No |
Name of the Company |
Status Subsidiary/ JV/ Associate Company |
Date of becoming Subsidiary/ JV/ Associate Company |
Date of ceasing as Subsidiary/ JV/ Associate Company |
|
Not Applicable |
Not Applicable |
Not Applicable |
Not Applicable |
CAPITAL:
The present paid-up capital of the Company is Rs.3,52,05,240/- comprising of 11,735,080
shares of face value of Rs.3/- each, which is listed with BSE Ltd (Bombay Stock Exchange).
The shares of the Company have been admitted for De-materialisation with National
Securities Depository Limited (NSDL) and Central Depository Services (India) Limited
(CDSL). The International Securities Identification Number (ISIN) of the equity share of
the Company is INE190F01028.
DIRECTORS:
The Board of Directors of the Company consists of 6 Directors, of whom 1 is Executive
Director, 2 are Non-Executive Independent Directors and 3 Non-Executive - Non-Independent
Directors.
The Director Mr. Bikramjit Singh Thakral is due for retirement by rotation and is
eligible for re-appointment in the coming Annual General Meeting. The Board recommends his
appointment.
DECLARATION OF INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each Independent Director under
section 149(7) of the Companies Act, 2013 that he/she meets the criteria of Independence
laid down in section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI
Listing Regulations.
NUMBER OF BOARD MEETINGS HELD AND THE DATES ON WHICH HELD:
Since the commencement of the financial year 2022-23, a total of 5 Board meetings were
held on the following dates viz. 30.05.2022, 13.08.2022, 07.09.2022, 14.11.2022 and
14.02.2023. The maximum time gap between two board meetings was not more than four
calendar months.
STATUTORY AUDITORS:
M/s. K S Rao & Co., Chartered Accountants, Bangalore (Firm Registration Number
003109S) was re-appointed in the AGM held on 30.09.2022 as the Statutory Auditor to hold
the office from the year 2022 for a further period of five years till the conclusion of
the Annual General meeting to be held in the year 2027.
SECRETARIAL AUDITORS:
M/s. Somy Jacob and Associates, Practicing Company Secretaries, were appointed to
conduct the Secretarial Audit of the Company for the financial year 2022-23, as required
under section 204 of the Companies Act, 2013 and Rule 9 there-under. The Secretarial audit
report for F.Y. 2022-23 forms part of this Report as Annexure-I.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE AND OUTGO:
The information pursuant to 134(3) (m) of the Companies Act, 2013 read with Rule 8 of
the Companies (Accounts) Rules,2014 on Conservation of energy, Research & Development
and Technology Absorption are presently not applicable to the Company.
The total Foreign Exchange Earnings and Outgo during the year under review is as under:
Particulars |
(Rs.in 2022-23 |
Lakhs) 2021-22 |
i. Foreign currency received |
0 |
36.04 |
ii. Foreign currency payment |
0 |
0.00 |
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby
state and confirm that:
a) in the preparation of the annual accounts for the year ended 31st March 2023, the
applicable accounting standards have been followed along with proper explanation relating
to material departures.
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 of
the profit of the company for the same period.
c) the directors 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.
d) they have prepared the annual accounts on a going concern basis.
e) they have laid down internal financial controls in the company that are adequate and
were operating effectively.
f) they have devised proper systems to ensure compliance with the provisions of all
applicable laws and these are adequate and are operating effectively.
CORPORATE GOVERNANCE:
Since the paid up capital of the Company is less than Rs.10 Crores and the Net Worth of
the Company is less than
Rs.25 Crores, the provision of Regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26,2 7
and clauses (b) to (i) of subregulation 2 of Regulation 46, and para C, D & E of
Schedule V of the Securities Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, are not applicable to the
Company.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Company does not fall under the purview of section 135 of the Companies Act, 2013
during the financial year
2022-23.
DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM:
The provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the
Companies (Meetings of
the Board and its Powers) Rules, 2013, the composition of the Audit Committee and
committee meetings
mentioned below.
a. Composition of Audit Committee:
i. K R Vij ayendra - Chairman
ii. Kanwaljeet Singh Bawa - Member
iii. Murali Krishana Annapragadha - Member
b. Audit Committee meeting:
The Audit Committee met 4 times during FY2022-23 on 30-05-2022, 13-08-2022, 14-11-2022
and 14-02-2023.
In 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 Vigil Mechanism Policy has been uploaded on the website of the Company.
INTERNAL COMPLAINT COMMITTEE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has zero tolerance for sexual harassment at workplace and has adopted a
Policy on prevention, prohibition and Redressal of 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 for prevention and
Redressal of complaints of sexual harassment at workplace.
The Company has not received any complaint on sexual harassment during the financial
year.
RELATED PARTY TRANSACTIONS:
Related party transactions that were entered during the financial year were on an arms
length basis and were in the ordinary course of business. 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. Transactions with related parties entered by the Company in the
normal course of business are periodically placed before the Audit Committee for its
omnibus approval and the particulars of contracts entered during the year as per Form
AOC-2 is annexed herewith as Annexure- II.
The Board of Directors of the Company has on the recommendation of the Audit Committee,
adopted a policy to regulate transactions between the Company and its Related Parties, in
compliance with the applicable provisions of the Companies Act 2013, the Rules thereunder
and the Listing Agreement. This Policy was considered and approved by the Board has been
uploaded on the website of the Company.
EXTRACT OF ANNUAL RETURN:
Annual Return in form MGT-7 will be filed with the Registrar of Companies in due
course. If any Members intend to procure the copy of the Annual Return filed with the
Registrar of Companies, they may obtain the same by sending a request in this behalf to
the registered office of the Company. Pursuant to the provisions of Companies (Management
and Administration) Rules the copy of the filed MGT-7 will be available at the website of
the Company at www.thakral-india.co.in
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
As per Rule 8(5)(viii) of Chapter 9 of Companies (Accounts) Rules, 2014, made under the
Companies Act 2013, the Board has to state regarding the adequacy of Internal Financial
Controls of the Company. Accordingly, your directors hereby confirms that the Company has
put in adequate Internal Financial Controls which safeguards the policies and procedures
adopted by the company for ensuring orderly and efficient conduct of its business,
including adherence to Companys policies, the safeguarding of its assets, the prevention
and detection of the frauds and errors, the accuracy and completeness of the accounting
records and the timely preparation of reliable financial information.
PARTICULARS OF LOANS, GUARANTEES OR 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.
PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197(12) read with Rule 5 (1) of The
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies
(Particulars of Employees) Rules, 1975, in respect of employees of the Company and
Directors is furnished hereunder:
(Rs. In Lakhs)
Name |
Designation |
Remuneration paid
FY 2022-23 (Rs. In Lakhs) |
Remuneration paid
FY 2021-22 (Rs. In Lakhs) |
Increase in remuneration from previous year |
Ration/ Times per Median of Employee Remuneration |
1 Mrs. Nirmala Sridhar |
Managing Director (KMP)* |
9.54 |
7.37 |
NIL |
5.93 |
2 Mr. S .Gopala Krishnan |
(CFO - KMP) |
10.73 |
10.18 |
0.55 |
6.35 |
3 Ms. Nelijane Debnath |
(CS - KMP) |
2.12 |
2.12 |
NIL |
1.32 |
In terms of Rule 5(2) of the Companies (appointment and Remuneration of Managerial
Personnel) Rules, 2014, the company does not have any employee who is employed throughout
the financial year and in receipt of remuneration of Rs.60 Lakhs or more, or employees who
are employed for part of the year and in receipt of Rs.5 Lakhs or more per month.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143 (12) OTHER THAN
THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
There were no frauds reported by the Statutory Auditors under sub-section 12 of Section
143 of the Companies Act, 2013 along with Rules made there-under other than those which
are reportable to the Central Government.
ORDER OF COURT
There were no significant and material orders passed by the regulators or courts or
Tribunals impacting the going concern status and companys operation in future.
BOARDS REPLY TO THE AUDIT QUALIFIED OPINION:
Statutory Auditor has qualified three items for which our reply is as under:
- Qualification 1 . Trade Receivables:
The nature of the transactions and business involves huge volume of small value
individual transaction, and its collection is made at Branch level. Hence, arranging the
balance confirmation from branches for each transaction within a short duration is
difficult. Respective departments have reviewed all the transactions in detail and
concluded by making provision for credit loss. We are confident of recovery and are
keeping track by organising collection of all balance receivables, Retention and Earnest
Money deposit receivable after warranty period, on priority. We are also periodically
conducting in-depth analysis of the pending receivables and considering appropriate
action, including write-off.
Qualification 2. Stock lying with customer:
In a few cases, our activity commences at the stage when premises is under
construction, by laying cables in the false ceiling and installing cameras in particular
areas. In such cases, we remain the owner for those assets, until completion of the work.
These are categorised under Stock lying with customer. However, there is a system to check
periodically and close all such cases with subsequent billings.
Qualification 3. Interest on Unsecured Loan:
Interest free unsecured Loan availed from Group company will be repaid once the company
turns positive and there is no interest being charged, as per agreement. Hence provisional
interest is not recognised in the books.
ACKNOWLEDGMENTS:
Your directors wish to place on record their sincere appreciation of the wholehearted
co-operation and assistance extended by its Shareholders, Bankers, Investors, Customers,
and others. The Board also wishes to place on record, its appreciation for the dedicated
services of staff and officers of the Company at all levels.
|
ON BEHALF OF THE BOARD OF DIRECTORS |
Place: BENGALURU |
|
Date : 30th May, 2023 |
CHAIRMAN |
+91-9892691696
