To,
The Members
TRADEWELL HOLDINGS LIMITED
Your Directors have pleasure in presenting the 29th Annual Report
on the business and operations of the Company together with the Audited Financial
Statements for the Financial Year ended 31st March, 2023.
FINANCIAL HIGHLIGHTS
(Rupees in Lakhs)
PARTICULARS |
2022-2023 |
2021-2022 |
| Income/(Loss) from Operation |
95.11 |
548.16 |
| Expenditure |
152.73 |
567.80 |
| Profit/(Loss) before Depreciation and Taxes |
(41.08) |
(2.60) |
| Depreciation |
7.66 |
7.88 |
Profit/(Loss) after Depreciation but before Tax |
(48.74) |
(10.49) |
| Tax Expenses |
8.43 |
6.76 |
| Profit/(Loss) for the year |
(40.31) |
(3.73) |
| Earning Per Equity Share |
|
|
| Basic |
(1.34) |
(0.12) |
| Diluted |
(1.34) |
(0.12) |
COMPANY PERFORMANCE
The overall performance for the financial year ended 31st March, 2023 was
satisfactory. The loss incurred by the Company during the year was amounted to Rs.
40.31Lakhs as compared to previous year loss of Rs. 3.73 Lakhs. However, your Directors
are confident that the company will do much better in future and trying its level best to
further improve its performance.
DIVIDEND
No dividend on equity shares has been recommended by the Board for the year ended 31st
March, 2023 considering the future plans of the Company.
FIXED DEPOSITS
The Company has neither invited nor accepted any deposits from the public falling
within the preview of Section 73 of the Act read with the Companies (Acceptance of
Deposits) Rule, 2014 during the year. There is no unclaimed or unpaid deposit lying with
the Company.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
During the year under review, there was no any change in Nature of Business of company.
MATERIAL CHANGES AND COMMITMENT
No material changes and commitments occurred, which may affect the financial position
of the Company, between the end of the financial year of the Company to which the
financial statements relate and the date of the report.
SHARE CAPITAL
(A) Authorized Share Capital
The Authorized Share Capital of the Company stands at Rs.160,000,000/-(divided into
16,000,000 Equity shares of Rs. 10/- each). During the year, there has been no change in
the Authorized Share Capital of the Company.
(B) Paid-up Share Capital
Equity
The paid up Share Capital of the Company stands at Rs.30,044,000/- (divided into
3,004,400 Equity shares of Rs. 10/- each). During the year, there has been no change in
the paid up Share Capital of the Company.
The Company has neither issued shares with differential rights as to dividend, voting
or otherwise nor issued shares (including sweat equity shares) to the employees or
Directors of the Company under any scheme.
SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES AND THEIRPERFORMANCE AND FINANCIAL
POSITION
The Company does not have any Subsidiaries, Joint Ventures and Associate Companies.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Directors and Key Managerial Personnel (KMP):
In accordance with the provisions of the Companies Act, 2013 and the Articles of
Association of the Company, Mrs. Aruna Manchanda (DIN: 00027965), Director of
the Company is liable to retire by rotation in the ensuing Annual General Meeting of
the Company, being eligible and offers herself to be re-appointed as a Director of the
Company during the Year under review.
Board Evaluation;
Pursuant to the Companies Act, 2013 and the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements), Regulations 2015, the Board of
Directors has carried out an annual evaluation of its own performance, Board Committees
and of individual directors. The evaluation process focused on various aspects of the
board and its committees such as the size, structure, composition and expertise of the
board, frequency of meetings, effective discharge of functions and duties by Board and
Committee prescribed under the law and as per terms of reference, in case of the
committees, ensuring the integrity of the Companys accounting and financial reporting
systems, independent audit, internal audit and risk management systems (for Board and
Audit Committee), working in the interests of all the stakeholders of the company and such
other factors.
The performance of the board and committees was evaluated by the board after seeking
inputs from all the directors.
Independent Directors Declaration as required under Section 149(7) of the Companies
Act, 2013 read with Schedule IV of Companies Act 2013;
The Company has received a confirmation/declaration from each of the Independent
Directors stating that they meet the criteria of independence.
The following Non-Executive Directors of the Company are independent in terms of
Section 149(6) of the Companies Act, 2013, and the Listing Regulations:
1) Mr. Munish Bhardwaj
2) Mr. Nalin Mohan Mathur
None of the Directors are disqualified for being appointment/re-appointment as
directors in terms of Section 164 of the Companies Act, 2013.
NUMBER OF MEETINGS OF THE BOARD
During the financial year 2022-23, Six (06) Board Meeting were convened and held during
the year. The details of the Board Meetings with regard to their dates and attendance of
each of the Directors have been produced below;
No. of Board Meeting |
Date of Board Meeting |
Attendance of Directors at the Board Meeting |
1 |
30TH DAY OF MAY, 2022 |
4 |
2 |
10TH DAY OF AUGUST, 2022 |
4 |
3 |
26TH DAY OF AUGUST, 2022 |
4 |
4 |
09TH DAY OF NOVEMBER, 2022 |
4 |
5 |
28TH DAY OF JANUARY, 2023 |
4 |
6 |
03rd DAY OF MARCH, 2023 |
4 |
The intervening gap between the Meetings was within the period prescribed under the
Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.
DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors of the Company have submitted the declaration of Independence
as required under Section 149(7) of the Companies Act, confirming that they meet the
criteria of independence under Section 149(6) of the Companies Act and Regulation 16(1)
(b) of SEBI LODR Regulations.
VIGIL MECHANISM
Pursuant to the provisions of Section 177(9) & (10) of the Act and the SEBI Listing
Regulations, 2015, a Vigil Mechanism or Whistle Blower Policy for directors, employees and
other stakeholders to report genuine concerns has been established.
INTERNAL CONTROL SYSTEM
The Companys internal control procedures which includes internal financial controls,
ensure compliance with various policies, practices and statutes and keeping in view the
organizations pace of growth and increasing complexity of operations. The internal
auditor carries out extensive audits throughout the year across all locations and across
all functional areas and submits its reports to the Audit Committee of the Board of
Directors.
LISTING
Equity Shares of your Company are listed presently at The Bombay Stock Exchange Limited
(BSE). The Annual Listing Fees for the F.Y. 2022-23 have been paid to the concerned Stock
Exchange.
SECRETARIAL STANDARDS
During the year under review, the Company has complied with the provisions of the
applicable Secretarial Standards issued by Institute of Companies Secretaries of India.
The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India
and such systems are adequate and operating effectively.
EMPLOYEES BENEFITS
Employee benefits in the form of Gratuity and Staff Welfare Fund aresome defined
benefit schemes. The contributions to the Gratuity and Staff Welfare Fund are charged from
profit and loss for the year when the contributions are due.
MANNER & CRITERIA OF FORMAL ANNUAL EVALUATION OF BOARDS PERFORMANCE AND THAT OF
ITS COMMITTEES AND INDIVIDUAL DIRECTORS
In compliance with requirements of the Act and SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015, the formal annual performance evaluation of
the Board, its Committees and Individual Directors has been conducted as under:
A. Manner of evaluation as recommended to the Board by the Nomination and Remuneration
Committee
1. The Chairman of the Board consulted each Director separately about the performance
of Board, Committees and other Directors and sought inputs in relation to the above. The
Chairman then collated all the inputs and shared the same with the Board.
2. In respect of the evaluation of Chairman of the Board, the Chairman of the
Nomination and Remuneration Committee collated the inputs from Directors about Chairmans
performance as a Director of the Board and/or Chairman or the Member of the Board
Committees and shared the same with the Board.
The Board as a whole discussed the inputs on performance of Board/Committees/Individual
Directors and performed the evaluation, excluding the Director being evaluated.
B. Criteria of evaluation as approved by the Nomination and Remuneration Committee;
The aforesaid evaluation was conducted as per the criteria laid down by the Nomination
and Remuneration Committee as follows:
Performance Criteria |
Evaluation |
|
1) |
Board as a whole |
? Fulfilment of functions of the Board(for instance guiding corporate
strategy, risk policy, business plans, corporate performance, monitoring Companys
governance practices etc., as per the Act and SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015, |
|
|
? Number of Board Meetings held during the year. |
2) |
Board Committees |
? Fulfilment of functions of the Committee with reference to its terms
of reference, the Act and SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015 |
|
|
? Number of Committee Meetings held during the year. |
3) |
Individual Directors |
? Fulfilment of responsibilities as a Director as per the Act, SEBI
(Listing Obligations & Disclosure Requirements) Regulations, 2015 and applicable
Company policies and practices, |
|
|
? In case of the concerned Director being Independent Director,
Executive Director, Chairperson or Member of the Committees, with reference to such status
and role, |
|
|
? Board and/or Committee meetings attended, |
|
|
? General Meetings attended. |
CONSTITUTION OF AUDIT COMMITTEE[Section 177 of the Companies Act, 2013 and Companies
(Meetings of Board and its Powers Rules, 2014)]
The primary objective of the Committee is to ensure accurate and timely disclosures,
with the highest levels of transparency, integrity and quality of financial reporting. The
Committee met four times during the year. As of the date of this report, the
Committee is comprised of three directors namely Mr. Munish Bhardwaj (Chairman), Mr.
Nalin Mohan Mathur (Member) and Mrs. Aruna Manchanda (Member) of the Company.
Meetings
During the financial year 2022-23, FOUR (4)meetingsof the Audit Committee
were held, as detailed herein below. The gap between two meetings did not exceed the
prescribed limits as provided in the act. The details of the meetings held and the
attendance of the Members of the Audit Committee are as detailed herein below:
ATTENDANCE
Date of meeting |
MR. MUNISH BHARDWAJ |
MR. NALIN MOHAN MATHUR |
MRS. ARUNA MANCHANDA |
30/05/2022 |
|
|
|
10/08/2022 |
|
|
|
09/11/2022 |
|
|
|
28/01 2023 |
|
|
|
NOMINATION AND REMUNERATION COMMITTEE [Section 178 of the Companies Act, 2013 and
Companies (Meetings of Board and its Powers Rules, 2014)]
Nomination and Remuneration Committee of the Board has been constituted as per section
178 of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and its
Powers) Rules, 2014. The Nomination and Remuneration Committee shall determine
qualifications, positive attributes and independence of a director and recommend to the
Board a policy relating to the remuneration of the directors, Key Managerial Personnel and
other employees.
As of the date of this report, the Committee is comprised of three directors namely Mr.
Munish Bhardwaj (Chairman), Mr. Nalin Mohan Mathur (Member) and Mrs. Aruna Manchanda
(Member) of the Company.
Meetings
During the financial year 2022-23, the Committee met once. The details of the
meetings held and the attendance thereat of the Members of the Nomination and Remuneration
Committee are as detailed herein below:
ATTENDANCE
Date of meeting |
MR. MUNISH BHARDWAJ |
MR. NALIN MOHAN MATHUR |
MRS. ARUNA MANCHANDA |
09/11/2022 |
|
|
|
STAKEHOLDER RELATIONSHIP COMMITTEE [Section 178 of the Companies Act, 2013 and
Companies (Meetings of Board and its Powers Rules, 2014)]
The composition of the Stakeholders Relationship Committee (SRC) is in line with the
Section 178 of the Act read with Regulation 20 of LODR. As of the date of this report, the
Committee is comprised of three directors namely Mr. Munish Bhardwaj (Chairman), Mr.
Nalin Mohan Mathur (Member) and Mrs. Aruna Manchanda of the Company. It looks
after the stakeholders grievances and redressal of investors complaints related to
transfer of shares, non-receipt of balance sheet, non-receipt of dividend etc.
Meetings
During the financial year 2022-23, the Committee met once. The details of the
meetings held and the attendance there at of the Members of the Stake Holder Relationship
Committee are as detailed herein below:
ATTENDANCE
Date of meeting |
MR. MUNISH BHARDWAJ |
MR. NALIN MOHAN MATHUR |
MRS. ARUNA MANCHANDA |
09/11/2022 |
|
|
|
RISK MANAGEMENT COMMITTEE
The risk management committee of the Company has been constituted in line with the
provisions of Regulation 21 of SEBI Listing Regulations. However, the above said committee
has been dissolved now with the permission of the Board, as the Company is no longer
require to continue the constitution of this committeefor the reason not fall in the list
of Top500 listed Companies based upon market capitalization.
SEPARATE MEETING OF INDEPENDENT DIRECTORS
Pursuant to the Provisions of Section 149(6) read with Schedule IV to the Companies
Act, 2013, a separate meeting of the Independent directors is required to be held during
the year to inter-alia
reviewed the performance of non-independent directors and the board of directors as a
whole;
reviewed the performance of the Chairperson of the Company, taking into account the
views of executive directors and non-executive directors;
assessed the quality, quantity and timeliness of flow of information between the
management of the Company and the Board of Directors that is necessary for the Board of
Directors to effectively and reasonably perform their duties.
During the year one meeting of the Independent Directors was held on 28/01/2023
without the attendance of any non-independent directors and members of the Company. Both
the independent directors attended the meeting.
PARTICULARS OF EMPLOYEES
Information in accordance with the provisions of Section 197(12) of the Companies Act,
2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, regarding employees is given in "Annexure-1".
DIRECTORS RESPONSIBILITY STATEMENT
The Directors confirm that in the preparation of the Annual Accounts of the Company for
the year ended 31st March, 2023 that:
(a) In the preparation of the annual accounts for the financial year ended March 31,
2023, the applicable Accounting Standards had 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 as at March 31, 2023 and of the loss of
the Company for that 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) the directors have prepared the annual financial statements on a going concern
basis;
(e) 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
efficiently; and
the directors have devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has put in place necessary internal financial controls which are adequate
and are operating effectively. The controls are adequate for ensuring the orderly and
efficient conduct of the business, completeness of accounting records and timely
preparation of reliable financial information, besides adherence to the Companys
policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy,
etc.
DETAILS OF FRAUD REPORTED BY AUDITORS
No fraud has been noticed or reported by the Auditors including internal auditor and
secretarial auditor of the Company as per Section 134 (3) (c&a) of the Companies Act,
2013 read with Companies (Amendment) Act, 2015.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company has not given any Loan and/or provided Guarantee and Investment which are
in excess of the limits as mentioned in the provisions of Section 186 of the Companies
Act, 2013 and rules made there under. There has been no default in repayment of deposits
or payment of interest thereon during the financial year ended on 31st March,
2022. Further, there are no deposits, which are in non-compliance with the requirements of
Chapter V of the Act.
PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES
Related party transactions entered during the period under review are disclosed in the
Note 26 of the Financial Statements of the company for the financial year ended March 31,
2023. These transactions entered were at an arms length basis and 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. The Policy on materiality of related party
transactions and dealing with related party transactions as approved by the Board may be
accessed on the Companys website
DISCLOSURE UNDER SUB- SECTION (3) OF SECTION 134 OF COMPANIES ACT, 2013, READ WITH
RULE 8(3) OF THE COMPANIES (ACCOUNTS) RULES, 2014
A. CONSERVATION OF ENERGY
Your Company is not engaged in any manufacturing activity and thus its operations
arenot energy intensive. However, adequate measures are always taken to ensure optimum
utilization and maximum possible saving of energy.
B.TECHNOLOGY ABSORPTION
Your Company actively pursues a culture of technology adoption, leveraging on the
advancement to serve customers better, manage process efficiently and economically and
strengthen control systems. The Company has maintained a technology friendly environment
for its employees to work in. In keeping with the current trends in the areas of digital
marketing and social media, the Company has effectively used these avenues in positioning
itself in the market place and gain better Customer engagement.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
There was no earnings and outgo in foreign exchange during the year under review.
The details forming part of the extract of Conservation of Energy, Technology
Absorption is annexed herewith as "Annexure 2".
D. DETAILS OF APPLICATION MADE OR PROCESSING PENDING UNDER INSOLVENCY AND BANKRUPTCY
CODE, 2016
During the year under review, there was no application made or proceeding pending in
the name of the Company under the Insolvency Bankruptcy Code, 2016.
E. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION
WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS
During the year under review, there has been no one time settlement of loans taken from
Banks and Financial Institutions.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE
Your directors confirm that no significant and/or material order(s) had been passed
against the Company during the financial year 2022-23 which may adversely impact the
status of ongoing concern and operations in future of the Company.
POLICIES
We seek to promote and follow the highest level of ethical standards in all our
business transactions guided by our value system. The SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies
for all listed companies. All our corporate governance policies are available on our
website www.brandrealty.in
The policies are reviewed periodically by the Board and updated based on need and new
compliance requirement. In addition to its Code of Conduct and Ethics, key polices that
have been adopted by the company are as follows:
S. No. |
Name of the Policy |
Brief Description |
1. |
Whistle blower Policy (Policy on Vigil Mechanism) [Regulation
22 of SEBI (Listing Obligations and Disclosure Requirements) Regulation , 2015] |
Pursuant to the provisions of Section 177 (9) & (10) of the Companies
Act, 2013 read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014 and
Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015,
the Company has adopted a Whistle Blower Policy, which provides for a vigil mechanism that
encourages and supports its Directors and employees to report instances of unethical
behaviour, actual or suspected, fraud or violation of the Companys Code of Conduct or
Ethics Policy. It also provides for adequate safeguards against victimisation of persons
who use this mechanism and direct access to the Chairman of the Audit Committee in
exceptional cases. |
2. |
Nomination Remuneration & Evaluation policy [Regulation
19 of SEBI (Listing Obligations and Disclosure Requirements) Regulation , 2015] |
The Board has on the recommendation of the Nomination & Remuneration
Committee framed a Nomination Remuneration & Evaluation Policy, which, inter-alia,
lays down the criteria for identifying the persons who are qualified to be appointed as
Directors and/or Senior Management Personnel of the Company, along with the criteria for
determination of qualifications, positive attributes, independence of a director and
remuneration of Directors, KMPs and other employees and their evaluation and includes
other matters, as prescribed under the provisions of Section 178 of Companies Act, 2013
and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulation,
2015.The same is attached in the report as "Annexure 3". |
3. |
Prevention, Prohibition &Redressal of Sexual Harassment
of Women At Workplace |
The Company has in place a Policy on Prevention, Prohibition
&Redressal of Sexual Harassment of Women at Workplace. The primary objective of the
said Policy is to protect the women employees from sexual harassment at the place of work
and also provides for punishment in case of false and malicious representations. During
the year, the Company has not received any compliant of sexual harassment. |
4. |
Risk Management Policy |
Your Company has formulated and adopted a Risk Management Policy. The
Board of Directors is overall responsible for identifying, evaluating and managing all
significant risks faced by the Company. The Risk Management Policy approved by the Board
acts as an overarching statement of intent and establishes the guiding principles by which
key risks are managed across the organisation. |
5. |
Related Party Transaction Policy [Regulation 23 of
SEBI (Listing Obligations and Disclosure Requirements) Regulation , 2015] |
Related Party Transaction Policy, as formulated by the Company, defines
the materiality of related party transactions and lays down the procedures of dealing with
Related Party Transactions. |
6. |
Insider Trading Policy |
The Policy provides the framework in dealing with securities of the
company. |
7. |
Document Retention and Archival Policy [Regulation 9 of
SEBI (Listing Obligations and Disclosure Requirements) Regulation , 2015] |
Pursuant to SEBI (LODR) Regulations, 2015 it mandates that every listing
entity shall formulate a policy for preservation of documents and Regulation 30(8) of the
Regulations is also required to have an archival policy on archiving all information
disclosed to stock exchange(s) and the same being hosted on the Companys website. |
8. |
Materiality Disclosure Policy [Regulation 30 of SEBI (Listing
Obligations and Disclosure Requirements)Regulation , 2015] |
Pursuant to SEBI (LODR) Regulations, 2015 it mandates that every listed
entity shall make disclosure of any events or information which, in the opinion of the
Board of Directors of the listed company, is material and the same being hosted on the
Companys website. |
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN & WORKPLACE (PREVENTION, PROHIBITION
AND RESDRESSAL) ACT, 2013
As per the Sexual Harassment of Women at Workplace (Prevention, Prohibition
&Redressal) Act ,2013 your Company has taken the initiatives towards any action on the
part of any executive, which may fall under the ambit of ‘Sexual Harassment at
workplace, and is fully committed to uphold and maintain the dignity of every women
working in the premises of the Company. The Policy provides for protection against sexual
harassment of woman at workplace and for prevention of such complaints.
Number of complaints pending as on the beginning of the period - NIL
Number of complaints filed during the financial period - NIL
Number of complaints pending as on the end of the period - NIL
AUDITORS
(a) STATUTORY AUDITOR AND THEIR REPORT
M/s Shyam Rastogi & Co., Chartered Accountants, having ICAI Firm
Registration No. 506951C were appointed as the Statutory Auditors of the Company
at the Annual General Meeting held in the year 2022 for a period of five years, from the
conclusion of the 28th Annual General Meeting of the Company until the conclusion of the
33rd Annual General Meeting of the Company.
According to Section 139(6) of the Companies Act, 2013 and other applicable provision
of the Act and being eligible for re-appointment, the Company has received letter from M/s
Shyam Rastogi & Co., Chartered Accountants, having ICAI Firm
Registration No. 506951C, to the effect that their appointment, if made, would be
within the prescribed limits of Section 139 of the Companies Act, 2013, and that they are
not disqualified for such appointment within the meaning of Section 139 of the Companies
Act, 2013.
There is no audit qualification, reservation or adverse remark for the financial year
under review.
(b) Secretarial Auditor and its report
As required under section 204 of the Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules 2014, the Company is required to appoint a
Secretarial Auditor for auditing secretarial and related records of the Company.
Accordingly, M/s Parveen Rastogi & Co., Practicing Company Secretaries,
New Delhi, were appointed as Secretarial Auditor for carrying out the
secretarial audit of the Company for the Financial Year 2022-23. The secretarial audit
report for the financial year ended 31st March, 2023 is annexed with the
Boards report as "Annexure 4".
(c) Internal Auditor
According to Section 138 of the Companies Act, 2013 read with Companies (Accounts)
Rules, 2014, Mr. Amit Rastogi having its office at 1B/14B, Ashok Vihar, Phase-1, New
Delhi-110052 was appointed as Internal Auditor of the Company for the Financial Year
2022-23 to carry out the roles and responsibilities during the current financial
year which are as follows:
The Internal Audit Department conducts comprehensive audit of functional areas and
operations of the Company to examine the adequacy and compliance with policies,
procedures, statutory and regulatory requirements. Significant audit observations and
follow up actions thereon are reported to the Audit Committee. The Audit Committee reviews
adequacy and effectiveness of the Companys internal control environment and monitors the
implementation of audit recommendations. The audit function maintains its independence and
objectivity while carrying out assignments. It evaluates on a continuous basis, the
adequacy and effectiveness of internal control mechanism. The function also proactively
recommends improvement in policies and processes, suggests streamlining of controls
against various risks.
Your Company has laid down set of standards, processes and structure, which enables it
to implement internal financial control across the Company and ensure that the same are
adequate and operating effectively.
EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR
DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
The notes on account referred to in Auditors Report are self-explanatory and,
therefore, do not call for any further comments under Section 134 of the Companies Act,
2013 read with the Companies (Accounts) Rules, 2014. The Secretarial Audit Report contains
following observations along with management reply:
S. No. |
Observations |
Management Reply |
1. |
? Mr. Nalin Mohan Mathur and Munish Bhardwaj, was appointed
w.e.f 31/07/2013 and 29/05/2018 respectively as an Independent director of the company but
their name is not added /registered in data bank as per Rule 6 of the Companies
(Appointment and qualification of Directors) Rules, 2014 read with as per Companies
(Creation and Maintenance of databank of Independent Directors) Amendment, Rules 2021 on
18th June 2021. |
The Management informed that the Company was unaware of this. |
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with all the applicable mandatory Secretarial Standards issued
by the Institute of Company Secretaries of India and approved by the Central Government
under Section 118(10) of the Companies Act, 2013.
EXTRACT OF THE ANNUAL RETURN
The copy of the Annual Report of the Company for the financial year ended on March 31st,
2023 will be placed on the website of the Company and will be available on the website of
the Company i.e. www.brandrealty.in.
CORPORATE SOCIAL RESPONSIBILITY
Your Company does not fall under the criteria as laid down under Section 135 of the
Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules,
2014, therefore, there was no requirement to constitute and formulate a committee under
Corporate Social Responsibility.
DEMATERAILIZATION OF SHARES
Equity shares of the Company can be traded in dematerialized form only. The Company has
established connectivity with National Securities Depository Limited (NSDL) and Central
Depository Services (India) Limited (CDSL) through its Registrars & Share Transfer
Agent. The ISIN allotted in respect of equity shares of Rs. 10/- each of the Company by
NSDL/CDSL is
INE819G01012.
Sr. No. |
Particulars |
No. of Shares |
% of Shares |
1. |
Held on dematerialized form in CDSL |
157298 |
0.52355878% |
2. |
Held on dematerialized form in NSDL |
2569952 |
8.55396086% |
|
Total Shares Held on dematerialized form |
2727250 |
9.07751964% |
MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT
As per Regulation 34 and Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulation, 2015, the Management Discussion and Analysis report is appended
herein. The said report is part of the annual report as "Annexure-5".
CORPORATE GOVERNANCE
The Company is not required to mandatorily comply with the provision of Regulation 17
to Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 (Listing Regulations, 2015) as its equity share capital is less than Rs. 10 Crore and
Net Worth is not exceeding Rs. 25 Crores, as on the last day of the previous financial
year.
WHOLE TIME DIRECTOR AND CHIEF FINANCIAL OFFICERCERTIFICATE
In terms of the requirement of the Regulation 17(8) of the SEBI (Listing Obligation
& Disclosure Requirements) Regulation, 2015, the certificate from Whole Time Director
and Chief Financial Officerhad been obtained and is attached in the said annual report as "Annexure-6
&7"
CODE FOR PROHIBITION OF INSIDER TRADING PRACTICES
In compliance of the provisions of SEBI (Prohibition of Insider Trading) Regulations,
2015, the Company has formulated "Code of Practices and Procedures for Fair
Disclosure of Unpublished
Price Sensitive Information" and "Code of Conduct to Regulate, Monitor and
Report Trading by
Information" prescribes the framework for fair disclosure of events and
occurrences that could impact price discovery in the market for securities of the Company
and "Code of Conduct to Regulate, Monitor and Report Trading by Insiders" has
been formulated to regulate, monitor and report trading by employees and other connected
persons of the Company.
CODE OF CONDUCT FOR THE BOARD OF DIRECTORS AND THE SENIOR MANAGEMENT PERSONNEL
The Board of Directors has approved a Code of Conduct, which is applicable to the
members of the Board and all employees in the course of day to day business operations of
the Company. The Code lays down the standard procedure of business conduct which is
expected to be followed by the Directors and the designated employees in their business
dealings and in particular on matters relating to integrity in the work place in business
practices and in dealing with stakeholders. All the Board Members and the Senior
Management personnel have confirmed compliance with the Code. All Management personnel are
being provided appropriate training in this regard.
APPRECIATION AND AKNOWLEDGEMENTS
We thank our customers, business associates and bankers for their continued support
during the Financial Year. We also place on record our sincere appreciation for the
enthusiasm and commitment of Companys employees for the growth of the Company and look
forward to their continued involvement and support.
BY ORDER OF THE BOARD OF DIRECTORS FOR TRADEWELL HOLDINGS LIMITED
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SD/- |
SD/- |
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KAMAL MANCHANDA |
ARUNA MANCHANDA |
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(WHOLE TIME DIRECTOR) |
(DIRECTOR) |
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DIN: 00027889 |
DIN: 00027965 |
DATE: AUGUST 29, 2023 |
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PLACE: DELHI |
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+91-9892691696
