To,
The Members,
Your Directors have pleasure in presenting the 35th Annual Report of the
Companytogether with the Audited Financial Statements for the year ended 31st
March, 2022.
The financial results of the Company are summarized as under:
| Particulars |
March 31st, 2023 |
March 31st, 2022 |
| Income: |
|
|
| Revenue from Operations |
15000.00 |
15000.00 |
| Other Income |
661.11 |
3937.33 |
| Total Revenue (A) |
15661.11 |
18937.33 |
| Expenditure: |
|
|
| Cost of Materials Consumed |
0.00 |
0.00 |
| Purchase of Trade |
0.00 |
0.00 |
| Employee Benefits Expenses |
3921.28 |
4810.50 |
| Depreciation and Amortization Expenses |
1896.81 |
2000.78 |
| Operating & Other Expenses |
6575.13 |
11725.00 |
| Total Expenses (B) |
12393.22 |
18536.27 |
| Profit Before Tax (A-B) |
3267.89 |
401.06 |
| Tax Expenses: |
|
|
| (1) Current Tax |
950.00 |
62.60 |
| (2) Tax Expense for Earlier Year |
1160.79 |
0.00 |
| Profit for the year |
1157.10 |
338.46 |
| Appropriated as under: |
|
|
| Dividend proposed |
0.00 |
0.00 |
| Tax on Proposed Dividend |
0.00 |
0.00 |
| General Reserve |
0.00 |
0.00 |
| Balance carried to Balance sheet |
1157.10 |
338.46 |
PROGRESS & FUTURE OUTLOOK
During the Financial Year 2022-23, the company has accelerated its activities. The
Directors are confident of improving the companys business during the Financial Year
2022-2023 under the improved economic scenario of the Country and expects the same to
contribute favorably to the bottom line.
CHANGE(S) TN THE NATURE OF BUSINESS, IF ANY
There is no change in the business
DIVIDEND
Considering the operational needs of the company, your directors have decided to
strengthen the intrinsic financial position of the Company. Hence, no Dividend has been
recommended for the year under review.
TRANSFER TO RESERVE
No amount was transferred to the reserves during the financial year ended 31st March,
2022.
CHANGES IN SHARE CAPITAL
There are no changes in Capital structure of the Company. The Authorized Share Capital
of your Company as on March 31, 2022 stands at Rs. 6,50,00,000/- divided into 65,00,000
equity shares of Rs. 10/- each. The Issued Share Capital of your Company is Rs.
6,19,75,500/- divided into 61,97,550 equities.
NUMBER OF MEETINGS OF THE BOARD
There were 5(Five) Board Meetings held during the 18/04/2022, 30/05/2022, 12/08/2022,
12/11/2022, 14/02/2023,
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of Directors of the Company is properly constituted and there was no change
in the directorship of the Company during the year under review.
DIRECTORS RESPONSIBILITY STATEMENT
Your Directors wish to inform members that the Audited Accounts containing Financial
Statements for the year ended 31st March, 2021 reflect true & fair view, the form and
substance of transactions carried out during the year and reasonably present the Companys
financial condition and results of operation.
Your Directors further confirm that:
In the preparation of the Annual Accounts:
1. the applicable accounting standards have been followed along with proper explanation
relating to material departures.
2. the directors had selected such accounting policies and applied them consistently
and made judgements 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 or loss of the company for the year.
3. the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities.
4. the directors have prepared the annual accounts on a going concern basis.
5. the directors have 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 have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate & operating effectively.
SUBSIDIARY COMPANY
The Company has no subsidiaries, within the meaning of Section 2(87) of the
CompaniesAct, 2013. EXTRACT OF ANNUAL RETURN
The details of the extract of the Annual Return in form MGT 9 is annexed herewith
andforms part of this report. (Annexure I).
AUDITORS AND AUDITORS REPORT
1. Cost Auditor
In accordance to the provision of Section 148 of the Companies Act, 2013 and Companies
(Audit & Auditors) Rules, 2014 the Company is not required to appoint Cost Auditor to
audit the cost records of the Company.
2. Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company
had appointed Bijay Agarwal (FCS -10323), a Practicing Company Secretary for conducting
the Secretarial Audit of your Company. A Draft Secretarial Audit Report provided by him
for approval of the Board, as he is preoccupied with some unavoidable reason, and
committed to provide with the signed report before issuance of notice for the Annual
General Meeting. The Secretarial Audit Report for Financial Year 2021-2022.
Qualification, reservation or adverse remark in the Auditors Reports and
SecretarialAudit Report
There is no qualification, reservation or adverse remark made by the Auditors in their
Reports to the Financial Statements. There is no qualification, reservation or adverse
remark, except some dues pending with Bombay Stock Exchange, moreover the draft
Secretarial Audit Report, enclosed as Annexure C is selfexplanatory and does not call for
any further comments.
AUDITORS REPORT
There are no observations made in the Auditors Report and so do not call for any
further explanation. ENERGY, TECHNOLOGY & FOREIGN EXCHANGE
Information pursuant to Section 134(3)(m) read with Rule 8 of the Companies Act, 2013
are not applicable to the Company and there has been no foreign exchange earnings or
expenditure incurred during the year.
SECRETARIAL AUDIT REPORT
As per the provision of section 204 of Companies Act, 2013, CS Bijay Agarwal,
proprietor of B.A. & Associates (Membership No F10323), a Practicing Company Secretary
is appointed as a Secretarial Auditor of the Company. The Secretarial Audit Report for
Financial Year 2022-2023 is annexed herewith and forms part ofthis report. (Annexure II).
Qualification: Shareholding Pattern of Company is not as per the financial date
received by me. There is discrepancy in relation to partly paid up shares as stated in the
balance sheet which is not disclosed in shareholding pattern.
Response: It was an advertent act from companys part and shall rectify it as soon as
possible.
DEPOSITS
During the year under report, the Company has not accepted any deposits from the public
within the meaning of Section 73 of the Companies Act, 2013 and rule framed.
LOANS, GUARANTEES AND INVESTMENT UNDER SECTION 186 OF THE COMPANIES ACT, 2013
During the year, Company has not given any Loan or guarantee and has not made any
investments
RELATED PARTY TRANSACTIONS DURING THE YEAR
During the year company has no Related Party Transaction
AUDIT COMMITTEE
The company has Audit Committee as set in Section 177(8) of the Companies Act, 2013
andthe composition of Audit Committee include Sri Sandeep Agarwal, and Mr. Amit Mrituka
and Mamy Ghosh
NOMINATION & REMUNERATION COMMITTEE
The Company has constituted Nomination & Remuneration committee as set in Section
178 of the Companies Act, 2013. The composition of Nomination & Remuneration Committee
includes, Sri Sandeep Agarwal, and Mr. Amit Mrituka and Mamy Ghosh.
RISK MANAGEMENT POLICY
The Board has adopted and implemented Risk management Policy.
INTERNAL FINANCIAL CONTROL AND THETR ADEQUACY
The Company has implemented proper and adequate system of internal controls
commensurate with the size and nature of its operations. The Board has adopted and
implemented an Internal Control Policy.
VIGIL MECHANISM
The Company has adopted a Vigil Mechanism, which provides a formal mechanism for all
employees of the Company to make protected disclosures to the Management about unethical
behavior, actual or suspected fraud or violation of the companys Code of Conduct.
Disclosures reported are addressed in the manner and within the time frames prescribed in
the Policy. No employee of the company has been denied access to the Audit Committee
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013.
The Company has in place an Anti-harassment policy in line with the requirements of
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,2013.
There were no complaints received during the financial year 2021-2022.
LISTING
The Company is listed on the following stock exchanges:
The Bombay Stock Exchange Limited
Dalal Street, Fort,
Mumbai - 400 001
The Company has paid the Annual Listing Fees for the Financial Y ear 2021-22 to the
stockexchange. CORPORATE GOVERNANCE
In pursuant to Regulation 15 (2) of the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015, the compliance with the corporate governance provisions
as specified in regulations 17, 18, 19, 20, 21,22, 23, 24, 25, 26, 27 and clauses (b) to
(i) of sub- regulation (2) of regulation 46 and para C, D and E of Schedule V shall not
apply, in respect of - (a) the listed entity having paid up equity share capital not
exceeding rupees ten crore and net worth not exceeding rupees twenty five crore, as on the
last day of the previous financial year. Therefore, a report on the Corporate Governance
practices, the Auditors Certificate on compliance of mandatory requirements thereof are
not given as an annexure to this report
ACKNOWLEDGEMENT
Your Directors wish to place on record their appreciation for the co-operation received
bythe company from Bankers, employees and officers of the company.
|
For and on behalf of the Board of Directors |
| REGISTERED OFFICE: |
|
|
| 264, M.G. Road, Siliguri |
|
|
| Darjeeling, West Bengal- 734405 |
Sd/- |
Sd/- |
| Dated: 02nd day of August, 2022 |
|
|
| UDIN: 22054997AOEJKJ6031 |
Mamy Ghosh |
Sandeep Agarwal |
|
Director |
Director |
+91-9892691696
