To The Members
Your Directors take pleasure in presenting their 33rd Annual Report and Audited
Accounts of the Company for the year ended 31st March, 2023.
FINANCIAL HIGHLIGHTS
The summarized financial results for the year ended 31st March, 2023 are as follows:-
Rupees in Lacs
|
2022-23 |
2021-22 |
| Total Income |
102.13 |
91.53 |
| Profit before Interest & Depreciation |
(-)2.63 |
4.10 |
| Interest: |
- |
- |
|
(-) 0.01 |
- |
| Depreciation: |
(-) 0.01 |
- |
| Profit before tax |
(-)2.64 |
4.10 |
| Less: Tax Expenses |
- |
- |
| Profit/Loss(-) for the Year |
(-)2.64 |
4.10 |
| Balance Loss (-) brought forward from previous year |
(-) 216.67 |
(-) 220.77 |
| Balance carried to Balance Sheet (Loss) |
(-) 219.31 |
(-) 216.67 |
Keeping in view the accumulated losses and the negligible profit for the year under
review, the directors are unable to recommend payment of any dividend for the year under
review.
As regards "Notes to Accounts", the directors wish to clarify that the loan
has been advanced to Diadem enterprises Pvt. Ltd duly complying with the relevant
provisions of the Companies act, 2013 and is within the permissible limit laid down under
the provisions of the said Act. Pending deployment of funds in other Projects, the company
could earn interest to meet its day to day expenses and other liabilities. The loan is
repayable on demand. The Company is in the process of identifying Projects wherein it can
invest its funds for the long term for the benefit of its shareholders.
OPERATIONS
Thankfully, 2022-23 (FY2023) saw the effects of Covid abate significantly, with
citizens as well as businesses finally reverting to normalcy. However, the flip side was
the impact of inflationary trends, supply chain disruptions emanating from China, and the
Russia-Ukraine conflict impacting commodity prices. Indias retail, or consumer price
inflation remained high and for much of the year was above 6%. To combat this, the RBI
regularly raised its policy repo rate, starting May 2022, with cumulative increase being
250 basis points. In addition, thanks to higher global commodity prices and depreciation
of the Indian rupee, the current account deficit increased. However, despite these
critical challenges India emerged as the fastest growing major economy in the world.
The new management has identified Packaging Materials business as a new area. The new
management has the expertise and experience to run this type of business.
DIRECTORS
At the ensuing AGM Shri Vangallu Kodanda Ram (DIN:06967765) retires by rotation and is
eligible for re-election. Resolution seeking approval of shareholders for re-appointment
of this director forms part of the Notice.
Shri Kranthikumar Chimakurthi and Shri Vamsidhar Reddy Mandipati continue as
Independent Directors. Mr Chimakurthis term of office expired on 08.08.2023 and Shri
Vamsidhar Reddys term will expire on 07.11.2023 the Board has re-appointed both of them
as Independent Directors subject to approval of shareholders in the forthcoming AGM from
the respective date of expiry of their term. Both are entitled for another term of five
years. Resolutions for their re-appointment form part of the Notice. The Board recommends
passing the Resolution. Pursuant to the provisions of Section 149 of the Act, the
independent directors have submitted declarations that each of them meets the criteria of
independence as provided in Section 149(6) of the Act along with Rules framed there under
and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the
circumstances affecting their status as independent directors of the Company. During the
year under review, the non-executive directors of the company had no pecuniary
relationship or transactions with the Company, other than sitting fees and reimbursement
of expenses incurred by them for the purpose of attending meetings of the Board/Committee
of the
Company. Pursuant to the provisions of Section 203 of the Act, the Key Managerial
Personnel of the Company as on
31.03.2023 are Shri.Pavan Kumar Matli, Whole Time Director, Shri.E.D.Mohanan Menon,
Company Secretary and Shri.Nandhivarman G, Chief Finance Officer. The performance of the
Board was evaluated by the Board after seeking inputs from all the directors on the basis
of criteria such as the board composition and structure, effectiveness of board process,
information and functioning, etc. In a separate meeting of Independent Directors,
performance of non-independent directors, the Board as a whole and the Chairman of the
Company was evaluated.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The current policy is to have an appropriate mix of executive, non-executive and
independent directors to maintain the independence of the Board and separate its functions
of governance and management. As of March 31,2023, the Board had five members, consisting
of an executive director, two non-executive and non-independent directors and two
independent directors. One of the directors of the Board is a woman. The details of Board
and committee composition, tenure of directors, areas of expertise and other details are
available elsewhere this Report.
The policy of the Company on directors appointment and remuneration, including the
criteria for determining qualifications, positive attributes, independence of a director
and other matters, as required under sub-section (3) of Section 178 of the Companies Act,
2013, is available on our website
BOARD MEETINGS
During the Financial Year ended 31.03.2023, Board Meetings held on 21.04.22, 26.05.22,
10.08.22, 24.08.22, 14.11.22 and
13.02.2023 and Independent Directors held a separate meeting on 31st March, 2023.The
maximum interval between any two meetings did not exceed 120 days, as prescribed by the
Companies Act, 2013.
Your Company has a policy of appointing adequately qualified persons only to the Board
keeping in view the requirements of listing agreement with the stock exchanges and the
Corporate Governance guidelines.
COMMITTEE MEETINGS
During the Financial Year under reporting, Audit Committee met on 21.04.22, 26.05.22,
10.08.22, 17.08.22, 14.11.22 and 13.02.23. Stake holders Grievances Committee met on
11.04.22, 11.07.22, 13.10.22 and 09.01.23. Nomination and Remuneration Committee met on
26.05.22 and 24.08.22.
INDEPENDENT DIRECTORS
Shri Kranthikumar Chimakurthi and Shri Vamsidhar Reddy Mandipati continue as
Independent Directors. Mr Chimakurthis term of office expired on 08.08.2023 and Shri
Vamsidhar Reddys term will expire on 07.11.2023 the Board has re-appointed both of them
as Independent Directors subject to approval of shareholders in the forthcoming AGM from
the respective date of expiry of their term. Both are entitled for another term of five
years. Resolutions for their re-appointment form part of the Notice. The Board recommends
passing the Resolution. 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), Code for independent directors
of the Companies Act, 2013 and of the Listing Regulations.
Independent directors held a separate meeting on 31stMarch, 2023 to review the
operations, evaluate other directors and assess the flow of information to shareholders
and regulatory compliances.
FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS
All new independent directors inducted into the Board attend an orientation program.
Further, at the time of the appointment of an independent director, the Company issues a
formal letter of appointment outlining his / her role, function, duties and
responsibilities.
BOARD COMMITTEES
As on March 31,2023, the Board had four committees: the Audit Committee, the Nomination
and Remuneration Committee, the Share transfer Committee and the Stakeholders Relationship
Committee.
During the year, all recommendations made by the committees were approved by the
Board.A detailed note on the composition of the Board and its committees are as under:
AUDIT COMMITTEE
Shri. Kranti Kumar Chimakurthi an Independent Director continues as Chairman and
Shri.Vamsidhar Reddy Mandipati, another Independent Director and Mr.Pavan Kumar Matli,
Whole time Director continue as Members w.e.f. 08.11.2018. Audit Committee met six times
during the Financial Year on 21.04.22, 26.05.22, 10.08.22, 17.08.22, 14.11.22 and 13.02.23
Shri.E.D.M.Menon, Company Secretary is Secretary to the Committee.
The role and duties of the audit committee have been defined by the Board of directors
and generally cover the areas mentioned under SEBI LODR REGUALATION, 2015 besides other
terms as may be referred to the Committee by the Board of Directors from time to time.
STAKEHOLDERS RELATIONSHIP COMMITTEE
Shri.Vangallu Kodanda Ram,Director continutes as Chairman w.e.f.12.08.2020 and Shri
Matli Pavan Kumar, WTD, and Shri Vamsidhar Reddy Mandipati, Independent Director continue
as Member .Stakeholders Grievances Committee met four times during the Financial Year on
11.04.22, 11.07.22, 13.10.22 and 09.01.23.Shri EDM Menon, Company Secretary is the
compliance officer. The Company has attended to all valid requests for transfer received
during the year ended 31st March, 2023 and no such transfer is pending.
NOMINATION & REMUERATION COMMITTEE
Shri.Vamsidhar Reddy Mandipati, Independent Director continues as Chairman and Shri.
Krantikumar Chimakurthi and Shri.Vangallu Kodanda Ram continue as Members. The Committee
met twice during the Financial Year on 26.05.22 and 24.08.22 to review the remuneration of
Directors, Executives and others.
SHARE TRANSFER COMMITTEE
The Share Transfer Committee has been formed to look into share transfer and related
applications received from Shareholders, with a view to accelerate the transfer
procedures. Shri Matli Pavan Kumar, WTD continues as Chairman and Shri V.Kodanda Ram and
Matli Sruthakeerthi continue as Members. The Committee inter-alia considers applications
for transfer, transmission, split, consolidation of share certificates and cancellation of
any share certificate in compliance with the provisions in this regard. As per Regulation
40 of Listing Regulations, as amended, shares of the Company can be transferred only in
dematerialized form with effect from, 1st April, 2019, except in case of request received
for transmission or transposition of securities. The Committee is authorised to sign, seal
or issue any new share certificate as a result of transfer, consolidation, splitting or in
lieu of share certificates lost, defaced or destroyed. The Committee meets as and when
there are matters to be considered by them.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company has advanced a loan of Rs.150.00 lakhs to M/s. Diadem Enterprises Pvt Ltd.,
Chennai at an interest rate of 10% p.a. This loan is repayable on demand. M/s. Diadem
Enterprises Pvt.Ltd. is the manufacturer of multi colour labels for various products.
Other than this, your Company has not given any loan, provided any guarantees or made any
investments in any other company.
CHANGE OF REGD. OFFICE
Your Companys Registered Office is presently situated at No.792/5, Eswari Hotel
Complex, Bangalore High Road, Sunguvarchatram, Sriperumbudur Taluk, Kancheepuram distt.,
Pin Code 602 106, Tamil Nadu. For Operational reasons, your company intends to shift its
Regd. Office to No.34, Andal Nagar, BaluchettyChatram, Kancheepuram Taluk, Kancheepuram
Distt. Pin Code 631 551w.e.f. 01st Oct., 2023,which is not within the postal limits of the
present Regd. Office but is within the same District. Which is Kancheepuram. Necessary
Resolution seeking shareholders approval by way of Special Resolution for changing the
Regd. Office forms part of the Notice.
CORPORATE SOCIAL RESPONSIBILITY
The Company is fully aware of its corporate social responsibility. Your company is not
presently involved in any manufacturing activity and is making very negligible profit. As
it is involved in trading activities in a limited way right now, it has very limited
employees. When it expands its operations it will earmark a part of its revenue for social
initiatives in and around the area of its operations.
RISK MANAGEMENT POLICY
The Company will have a risk management policy as and when it restarts its
trading/manufacturing operations in a large scale. Companys risk will be covered
adequately by insurance policies in the long term.
FIXED DEPOSITS
Your Company has not accepted or invited any fixed deposits including from the Public
and, as such, no amount of principal or interest was outstanding as of Balance Sheet date.
STATUTORY AUDITORS
At the 32nd AGM held on 28th Sept., 2022 the Members approved appointment of
M/s.K.Gopal Rao & Co, Chartered Accountants, Chennai (Firm Registration No.000956S
with the Institute of Chartered Accountants of India). Resolution to appoint them as
Statutory Auditors for a term of five years from the conclusion of the 32nd Annual General
Meeting until the conclusion of the 37th Annual General Meeting to be held in Sept., 2027.
Resolution to approve their remuneration for the financial year 2023-24 forms part of this
notice.
The reply for the statutory auditors comments is given below:
| Observations |
Board Reply |
| TDS payment delayed by 33 days |
Company paid TDS payment of Rs.20/- delayed by 33 days. The company will
comply with the directions of the Income Tax Dept. In respect of delayed payment of
Rs.20.00 TDS by way of Interest, penalty etc. |
The Report is enclosed with the Financial statements in this Annual Report.
SECERETARIAL AUDITORS
Pursuant to provisions of section 204 of the Companies Act, 2013 and Companies
(appointment of Managerial Personnel) Rules, 2014 the Board of Directors of the Company
has appointed Mr.T.Durga Prasad, Practising Company Secretary, Chennai, Membership No.6316
(Certificate of Practice No.154581) to undertake the Secretarial Audit of the Company for
the Financial Year ended 31st March, 2023. The Secretarial Audit Report in the Prescribed
Form No.MR-3 dated 23rdAugust, 2023 is annexed as Annexure C. Mr.Durga Prasad has been
re-appointed as Secretarial Auditors for 2023-24 also.
It was also decided to appoint MrT.Durga Prasad, Practising Company Secretary and
Secretarial Auditor of the Company as Scrutinizer to conduct the E voting process in a
fair and transparent manner for Companys forthcoming AGM.
The reply for the secretarial auditorsObservationsis given below:
| Observations |
Board Reply |
| Few forms were filed with delay to the Ministry of Corporate Affairs |
Wherever delay has occurred, additional fee, as per regulations, have
been paid. |
| Company had received a mail from BSE dated 10.03.2023 with respect to discrepancies in
filing the Financial Results for the quarter ended 31.12.2022 |
The Company had replied vide letter dated 11.03.2022 and submitted the
Financial Results in requisite format for the Quarter ended 31.12.2022 |
| The Company had submitted the SDD Certificate under Regulation 3(5) of SEBI
(Prohibition of Insider Trading) Regulations, 2015, for the quarter ended 30.09.2022 with
a delay of 63 days with the Stock Exchange |
The Company had intimated BSE that company is in the process of having
the requisite platform for SDD compliance and that negotiations are going on with vendors
for the purpose. Finalization took time and this fact was intimated to BSE. |
| Rounding off requirement as mandated by the schedule III of Companies Act, 2013 has
not been complied for the Financial Statement for the year 2021-22. |
As per as rounding off the Financial Statements has not done for the
F.Y.2021-22 and the same has been done form F.Y.2022-23. |
The Secretarial Auditors Report is enclosed to the Boards report, which forms part of
this Integrated Annual Report.
CHIEF FINANCIAL OFFICER
In accordance with the Rules, Mr.G.Nandhivarman from Chennai has been appointed as
Chief Finance Officer of the Company during the Financial Year 2014-15. He continues as
Chief Financial Officer. Mr.Nandhivarman is experienced and adequately qualified to look
after the financial affairs of the Company.
INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY
The Board has adopted policies and procedures for ensuring the orderly and efficient
conduct of its business, including adherence to the Companys policies, safeguarding of
its assets, prevention and detection of fraud, error-reporting mechanisms, accuracy and
completeness of the accounting records, and timely preparation of reliable financial
disclosures.
SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and the Companys operations in future.
ANNUAL RETURN
In accordance with the Companies Act, 2013, the annual return in the prescribed format
is available on Companys website.
SECRETARIAL STANDARDS
The Company complies with all applicable secretarial standards issued by the Institute
of Company Secretaries of India. POLICIES
Various policies adopted by the Company on Dividend, Directors Appointment and
Remuneration, Independent Director, Whistle blower, materiality of events etc. are
available on the website of the company.
INTERNAL AUDITORS
To comply with the Regulatory requirements, Mr.VijayaSujanakar, Management Consultants,
having his office at VGN Dynasty, Flat No.E-216, Melpakkam, Chennai - 600077 was appointed
an Internal Auditor of the Company from Financial Year 2017-18. Audit Committee has noted
that Mr.A.VijayaSujanakar is a person with extensive experience in Accounting, Taxation
and Internal Audit matters. He has agreed to continue as an Internal Auditor of the
company for the financial year 2023-24 also.
PARTICULARS OF EMPLOYEES
There are no employees whose particulars are to be furnished pursuant to Section
197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
There are no particulars which are required to be furnished pursuant to Section 134 of
the Companies Act, 2013 as the production activities of the Company remained suspended
during the year under review. The company has neither earned nor utilized any foreign
exchange during the year under review.
LISTING OF SHARES
The shares of the Company are listed with BSE Ltd., Mumbai. Jaipur Stock Exchange Ltd.,
Jaipur and Delhi Stock Exchange Assn.Ltd., Delhi have been derecognized by SEBI. Stock
Exchange Regulations are complied with from time to time. Demat facilities are available
with NSDLand CDSL. INE Number is INE709D01012 for CDSLand NSDL.
COMPULSORY DEMAT OF SHARES
As per SEBI/BSE directive no Shares of your company can be transferred in physical
form. Therefore, Shareholders are requested to Demat their holdings without delay.
KYC UPDATION / INFORMATION
As per SEBI directive all shareholders may update with the company/Registrars their
Aadhar Number, PAN Number and Bank Account Details.
REGISTRARS AND SHARE TRANSFER AGENT
M/s.LinkIntime India Pvt. Ltd, Noble Heights, 1st Floor, Plot No. NH 2, LSC, C-1 Block,
Near Savitri Market, Janakpuri, New Delhi-110058, Phone: +91 11 49411000: Extn-7106, Fax:
+91 11 4141 0591 continue to be Companys Registrar and Share Transfer Agents. All Members
are requested to contact them for any kind of share related matters.
IMPLEMENTATION OF THE CORPORATE GOVERNANCE
A detailed report on Corporate Governance is annexed hereto and forms an integral part
of this Report PREVENTION AND PROHIBITION OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE
Your Company has no woman employee as of now as the company is on the lookout for new
projects. The company will have adequate mechanism as laid down under the Rules for
prevention and prohibition of sexual harassment of women as and when it employs women.
MANAGEMENTS DISCUSSION AND ANALYSIS
In terms of the provision of Reg.34 of the SEBI (Listing Obligations & Disclosure
Requirements Regulations, 2015, the Managements discussion and analysis is set out in
this Annual Report and forms an integral part of this Report.
INVESTOR EDUCATION & PROTECTION FUND
Pursuant to the relevant Provisions of the Companies Act, 2013, all unclaimed/unpaid
dividends are required to be transferred by the company to IEPF established by the Govt.
of India after the completion of seven years. Since your company has not declared any
dividends over the last 20 years, there are no funds to be transferred to the IEPF.
REPORTING OF FRAUDS BY THE AUDITORS
During the year under review, neither the Statutory Auditor nor the Secretarial Auditor
has reported to the Audit Committee under section 143(12) of the Companies Act, 2013, any
instance of fraud committed against the Company by its Officers or Employees.
VIGIL MECHANISM
The company has implemented Whistle Blower policy to enhance the vigil mechanism as
envisaged in the Companies act, 2013, and the Rules prescribed under the (SEBI LO &DR)
Reg. 2015 with a view to enable the Directors, employees and all stake holders of the
company to report their genuine concerns without fear of victimization and to have direct
access to Chairman of the Audit Committee.
PERFORMANCE EVALUATION OF THE BOARD
Pursuant to the provisions of the Act and the SEBI Regulations, the Board has carried
out the annual performance evaluation of its own performance, as well as the evaluation of
the working of its Audit and Nomination & Remuneration respectively. A separate
exercise was carried out to evaluate the performance of individual Directors. The Chairman
of the Board of Directors and the Chairman of Nomination & Remuneration Committee met
all the Directors to get an overview of the functioning of the Board and its constituents
interalia on the following broad criteria i.e. attendance and level of participation,
independence of judgment exercised by Independent Directors, interpersonal relationship,
composition of the Board & committees, experience & competencies, performance of
specific duties & obligations, contribution at the meetings and otherwise, governance
issues etc.
The Directors were satisfied with the evaluation results, which reflected the overall
engagement and effectiveness of the Board and its Committees.
GREEN INITIATIVES
Electronic copies of Annual Report 2022-23 and the Notice of the 33rd AGM are sent to
all the Members whose email IDs are registered with the Company/Depository Participants.
Pursuant to guidelines and regulations, Annual report is being to all shareholders in soft
copy only. However, physical copies will be forwarded to all those shareholders who make a
request for the same. Those who have not registered their email IDs, may please do so at
the earliest.
DIRECTORS RESPONSIBILITY STATEMENT
In pursuance of Section 134(5) of the Companies Act, 2013, the Directors hereby
confirm that while preparing the Annual Financial statements the Company has adhered to
the following:-
1. In the preparation of the said financial statements the company has followed the
applicable standards, referred to in Section 133 of the Companies Act, 2013.
2. The Company has followed the said Accounting Standards and has been applying them
consistently and has made judgment and estimates that are reasonable, prudent and are in
the interest of the companys business, so as to give a true and fair view of the state of
affairs of the company as at 31st March, 2023 and the Profit/Loss of the Company for the
said period.
3. 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.
4. The Directors have prepared the financial statements on a going concern basis.
5. The Directors have laid down internal financial controls which are adequate and are
operating effectively.
6. The Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and such systems are adequate and operating effectively.
|
By Order of the Board of Directors |
| Place: Chennai |
Sd/- |
| Date: 23rd August, 2023 |
(KRANTHI KUMAR CHIMAKURTHI) Chairman |
+91-9892691696
