To,
The Members,
Your Directors have pleasure in presenting their 32ndAnnual Report on the business and
operations of the Company and the accounts for the Financial Year ended March 31, 2023.
1. FINANCIAL HIGHLIGHTS
The financial performance of your Company:
| PARTICULARS |
For the year ended 31.03.2023 |
For the year ended 31.03.2022 |
|
Amount (In Lacs) |
Amount (In Lacs) |
| Revenue from operations |
216.24 |
77.87 |
| Other Income |
- |
2.14 |
| Total Revenue |
216.24 |
79.92 |
| Total expenditure |
391.98 |
70.13 |
| Profit/Loss before Tax |
(8.34) |
9.80 |
| Current Tax |
- |
2.55 |
| Deferred Tax |
- |
0.03 |
| Earlier Year Tax |
- |
- |
| Profit/ (Loss) for the year |
(8.34) |
7.22 |
| Basic & diluted Earnings Per Share (in Rs.) |
(0.15) |
0.13 |
2. Review of Operation
The Company is mainly engaged into trading activities during the year under review,
total revenues for the year Rs. 216.24 Lakhs as compared to Rs. 77.77 lakhs last year.
3. Dividend
The Directors do not recommend any dividend for the year ended 31stMarch, 2023.
4. Reserves
Since the company has not sufficient Profit during the year under review, your Board of
Directors expresses their inability to carry any amount to reserves.
5. Material Changes and Commitments:
The Company has not made any material changes or commitments which 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 signing of this report.
6. Details of significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status And Companys operations in future.
There are no such orders except those which have been appropriately challenged before
the judiciary and no impact on going concern status and Companys operation in future of
such matters are expected or visualized at the current stage at which they are.
7. Details in respect of adequacy of internal financial controls with reference to the
Financial Statements.
Your Company has an internal Control System which commensurate with the size, scale and
complexity of its operations. The scope and authority of the Internal Audit function lies
with the Audit Committee of Directors. The Audit Committee monitors and evaluates the
efficacy and adequacy of internal control systems, accounting procedures and policies.
8. Details Of Holding/Subsidiary/Joint Ventures/Associate Companies :-
The Company has no subsidiary/joint venture/associate company and hence consolidation
and applicable provision under the Companies Act, 2013 and Rules made there under are not
applicable to the Company.
9. Directors and Key Managerial Personnel
Appointment / Reappointment / Cessation of Directors and Key Managerial Personnel.
There has been appointment of Mr. Ravi Kiran Malik as a Non- Executive Independent
Director of the Company During the Year. The Company has received necessary declarations
from the Independent Directors confirming that they meet the criteria of independence
prescribed under the provisions of the Companies Act, 2013 and of the Listing Obligation
and Disclosures Requirements, Regulations.
10. Declarations from Independent Directors
All the Independent Directors have given declaration to the Company stating their
independence pursuant to Section 149 (6) of the Companies Act, 2013 and Declaration under
Regulation 16 (1) (b) and 25(8) & (9) of the SEBI (LODR) Regulations, 2015 and there
has been no change in the circumstances, which may affect their status as Independent
Directors during the year.
11. Board Evaluation
Pursuant to applicable provisions of the Companies Act, 2013 and the Listing
Regulations, the Board carried out an annual performance evaluation of the Board, its
Committees, Individual Director and Chairperson. The manner in which the evaluation has
been carried out has been explained in the Corporate Governance Report.
12. Number of meetings
During the year, Seven (07) Board Meetings and Five (05) Audit Committee Meetings were
convened and held. The details of which are given in the Corporate Governance Report. The
intervening gap between the Meetings was within the period prescribed under the Companies
Act, 2013 and Listing Obligations and Disclosures Requirements, Regulation 2015. Further,
the composition and terms of reference of Audit Committee and other Committees are given
in the Corporate Governance Report.
13. Auditors
? Statutory Auditors
M/s. DBS & Associates, Chartered Accountants, Mumbai (Firm Regn. No. 018627N) were
appointed as the Statutory Auditors of the Company from the conclusion of 29thAnnual
General Meeting (AGM) till the conclusion of 34thAnnual General Meeting i.e. for a period
of five years (subject to ratification of the appointment by the members at every AGM).
The Auditors Report to the Members for the year under review does not contain any
qualification, reservation or adverse remark or disclaimer
* Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed M/s. Roy Jacob & Co., Practicing Company Secretaries to undertake the
Secretarial Audit of the Company. The Report of the Secretarial Auditors is annexed
herewith as Annexure. The Report does not contain any qualification, reservation or
adverse remark or disclaimer.
14. Corporate Governance
The Company has been following the principles and practices of good Corporate
Governance and has ensured compliance of the requirements stipulated under the Listing
Obligations and Disclosure Requirements, Regulations 2015. A detailed report on Corporate
Governance in terms of provisions of the Listing Obligations and Disclosure Requirements,
Regulations 2015 is attached herewith.
15. Details Of Establishment Of Vigil Mechanism For Directors And Employees
The Company has a Vigil Mechanism Policy in place to deal with instances, if any, of
the fraud, mismanagement, misappropriations, if any and the same is placed on the
Companys website.
16. Managerial Remuneration:
Details as required pursuant to Rule 5 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 are contained in Corporate Governance Report.
17. Particulars of Employees:
The information required under Section 197 (12) of the Companies Act, 2013 read with
Rule 5(1) of the Companies (Appointment and Remuneration of managerial personnel) Rules,
2014 as amended, has been furnished herein below.
The details of the remuneration of Directors and KMP will be provided as and when asked
by the respective shareholder. Note: Independent Directors are not paid any sitting fees
and Remuneration hence not included in the above table.
i) The median remuneration of employees of the Company during the financial year was
Rs3.07lacs.
ii-) Remuneration paid is as per the Remuneration Policy for Directors, Key Managerial
Personnel and other Employees. None of the Directors of the Company are in receipt of any
commission from the Company.
17. Particulars of Contracts Or Arrangements with Related Parties
The Audit Committee of Directors at its Meeting held on 14thFebruary, 2023 has accorded
omnibus approval to execute transactions with related parties up to the value of Rs.1
Crore. During the Financial Year, the transactions entered into by the Company with
Related Parties were in the ordinary course of business at arms length price and within
the omnibus approval granted by the Audit Committee. The Company has not entered into
contracts / arrangements / transactions with Related Parties which could be considered
material in accordance with Section 188 of the Act read with the Companies (Meetings of
Board and its Powers) Rules, 2014 and the Policy of the Company on Related Party
Transactions.
Thus, disclosure in Form AOC-2 is not required. However, the disclosure of transactions
with related party for the year, as per Accounting Standard-18 Related Party Disclosures
is given in Note no. 18to the Balance Sheet as on 31st March, 2023.
18. Listing Regulations Compliance
Your Companys Equity Shares are listed on BSE Ltd. and their listing fees for the
Financial Years 2021-22 and 2022-23 have been paid and the provisions of the Listing
Obligation and Disclosures Requirement, Regulations, 2015 have been complied with.
19. Extract of Annual Return
The Annual Return will be placed at the website of the Company in Annual Reports option
on www.brijlaxmi.com.
20. General
Your Directors state that no disclosure or reporting is required in respect of the
following items since there were no transactions in these matters and/or they are not
applicable to the Company during the year under review:
1 Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend, voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company under
ESOS.
4. No significant or material orders were passed by the Regulators / Courts or
Tribunals which would impact the going concern status of the Company and its future
operations.
5. No fraud has been reported by the Auditors to the Audit Committee or the Board.
21.Secretarial Standards
The Directors state that applicable Secretarial Standards on Board Meetings (SS-1) and
on General Meetings (SS-2) have been duly followed by the Company.
22.Share Capital
The Paid up capital of the company is Rs.5,64,85,000. The Company issued Rs. Nil Equity
Shares either with or without differential rights during the F.Y. 2022-23 and hence, the
disclosure requirements under section 43 and Rule 4 (4) of the Companies (Share Capital
and Debentures) Rules, 2014, are not applicable.
23. Directors Responsibility Statement
Your Directors state that:
i) in the preparation of the Annual Accounts for the Financial Year ended 31st
March,2020, the applicable accounting standards have been followed;
ii) the Directors had 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 31st March, 2023 and of the profit
or loss of the Company for the year ended on that date;
iii) 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;
iv) the Directors have prepared the annual accounts on a going concern basis;
v) the Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are operating
effectively; and
vi) The Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
24. Conservation of Energy, Technology Absorption And Foreign Exchange Earnings and
Outgo:-
The Company does not belong to the category of power intensive industries and hence
consumption of power is not significant. However, the management is aware of the
importance of conservation of energy and also reviews from time to time the measures
taken/ to be taken for reduction of consumption of energy.
25. Particulars of Loans, Guarantees or Investments Under Section 186:-
There has been no change in the structure of the Investments made or Loans given or
Guarantees provided in respect of such loans, during the year under review.
26. Industrial and Human Relations
The Company maintained harmonious and cordial industrial relations with its workers.
There are continuous programs that take care of welfare, skill development, training and
personality development of employees at all levels.
27. Details of Management reply to Qualification Remarks by Statutory Auditor:
Statutory Auditor of the Company is given qualification remark as follows,
• The company had not conducted the Fair Value Assessment for the Investments held
of Rs. 13, 52,545/- in the shares of listed companies as required under IND AS 109. Hence,
we are unable to comment on the realizable value of such investment.
• We are not able to verify the Investments (13.53 lakhs) made in shares and
securities, as management has not provided us with the Demat statement and other related
documents. We are not able to express our opinion on the same.
• The Company has not complied with provision if Ind AS- 119 for employee
benefits.
• The Company has not complied with TDS provisions of the Income Tax Act.
The Company will be complied in current year.
28. Acknowledgements
The Board expresses its gratitude and appreciation to the Government of India,
Government of Gujarat, Financial Institutions, Insurance Companies, Banks, other business
associates, Promoters, Shareholders and employees of the Company for their continued
support. The Directors also gratefully acknowledge all stakeholders of the Company viz.:
customers, members, dealers, vendors, banks and other business partners for the excellent
support received from them during the year. The Directors place on record their sincere
appreciation to all employees of the Company for their unstinted commitments and continued
contribution to the Company.
Place: Vadodara |
|
Date: 11.08.2023 |
For and on behalf of the Board |
|
Sd/- |
|
SiddharthChaturvedi |
|
Managing Director and CFO |
|
DIN:01968300 |
+91-9892691696
