To,
The Members,
Your Directors have pleasure in presenting their 33rdAnnual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2024.
1. FINANCIAL HIGHLIGHTS
The financial performance of your Company:
PARTICULARS | For the year ended 31.03.2024 | For the year ended 31.03.2023 |
Amount (In Lacs) | Amount (In Lacs) | |
Revenue from operations | 244.77 | 216.24 |
Other Income | 72.76 | - |
Total Revenue | 317.53 | 216.24 |
Total expenditure | 226.97 | 391.98 |
Profit/Loss before Tax | 90.56 | (8.34) |
Current Tax | 14.49 | - |
Deferred Tax | 0.12 | - |
Earlier Year Tax | - | - |
Profit/ (Loss) for the year | 75.95 | (8.34) |
Basic & diluted Earnings Per Share (in Rs.) | 1.18 | (0.15) |
2. Review of Operation
The Company is mainly engaged into trading activities during the year under review, total revenues for the year Rs. 317.53 Lakhs as compared to Rs. 216.24lakhs last year.
3. Dividend
The Directors do not recommend any dividend for the year ended 31stMarch, 2024.
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.
During the period under review, the company has not made any Appointment/Reappointment/Cessation of any of the Directors. On 11th August, 2023, Ms. Manshi Gandhi, Company Secretary is resigned from the position and Mr. Pradeep Jaiswal has been appointed as the Company Secretary and Compliance Officer of the Company.
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 (04) 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 Rs1.24 lacs.
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, 2024 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, 2024.
18. Listing Regulations Compliance
Your Companys Equity Shares are listed on BSE Ltd. and their listing fees for the Financial Years 2023-24 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.6,46,35,000. The Company has allotted 8,15,000 Equity Shares on Preferential basis to the Promoter Group during the F.Y. 2023-24.
23. Directors Responsibility Statement
Your Directors state that:
i) in the preparation of the Annual Accounts for the Financial Year ended 31st March,2024, 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, 2024 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 has not complied with TDS provisions of the Income Tax Act.
The Company has not complied with provision if Ind AS- 119 for employee benefits.
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: 14.08.2024 | For and on behalf of the Board |
Sd/- | |
Siddharth Chaturvedi | |
Managing Director and CFO | |
DIN:01968300 |
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