During the year under review, revenue from operations and other income stands at
Rs. 15,020.96/- thousands as compared to Rs. 2,814.22/- thousands for previous year.
Profit before tax stands at Rs. 11,463.98/- thousands as compared to Rs. 1,810.31/- in
previous year. Profit after tax stands at Rs. 8,483.34/- thousands as compared to Rs.
1,418.12/- thousands in previous year.
Your directors do not recommend any dividend for the financial year 2022-2023.
The Company did not transfer any amount to Reserves during the year under
consideration.
As on 31st March 2023 Authorised Share Capital of the Company is Rs.16,00,00,000/-
(Rupees Sixteen Crore only) divided into 1,60,00,000 (One Crore Sixty Lakh) equity
shares having Face value of Rs.10/- (Rupees Ten only) each.
As on 31st March 2023 Paid up share capital of the company is Rs.10,20,00,000/-
(Rupees Ten Crore Twenty Lakhs Only) divided into 1,02,00,000 (One Crore Two Lakh) equity
shares having Face value of Rs.10/- (Rupees Ten Only) each.
There were no Related Party Transactions during the financial year under review.
Generally, all related party transactions are into at an arms length basis and in the
ordinary course of business and were in compliance with the applicable provisions of the
Companies Act, 2013 (‘the Act) and the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
The details of related party transactions entered into by the Company are provided in
Form AOC – 2 given as "Annexure – 1" of Boards Report.
The disclosure under the provisions of section 134 (3)(m) of the Companies Act,
2013 read with rule 8(3) of the Companies (Accounts) Rules, 2014 is enclosed as
"Annexure – 2".
The Company does not have any subsidiary, joint venture or associate company.
There is no Unclaimed Dividend to be transferred to the Investor Education and
Protection Fund.
In terms of the Regulation 34(e) read with Schedule V of SEBI (Listing Obligations
& Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis
report covering details of Risks and Concerns, Internal Control Systems and their
Adequacy, Discussion on Financial Managements Performance with respect to Operational
Performance etc. for the year under review is set out in this Annual Report as
"Annexure
– 3".
The Directors, based on the representations received from the operational
management, confirm in pursuance of section 134 (5) of the Companies Act, 2013 that:
- CORPORATE GOVERNANCE REPORT:
Pursuant to Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the compliance with the corporate governance provisions as specified in
Regulations 17, 17A, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 27 and 46 and para C, D and E
of Schedule V shall not apply, in respect of the listed entity having paid up equity share
capital not exceeding rupees ten crores and net worth not exceeding rupees twenty five
crore, as on the last day of the previous financial year.
Thus, due to non-applicability, a separate report of Corporate Governance has not been
provided in this Annual report.
- CORPORATE SOCIAL RESPONSIBILITY:
The conditions prescribed in the Section 135 of the Companies Act, 2013, which
mandates the Company to constitute a Corporate Social Responsibility Committee are not
applicable to our Company.
- APPOINTMENT AND RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPS):
| Name |
Designation |
Date of Appointment/ Change in designation |
Date of Cessation |
| Deepika Undhad |
Company Secretary |
21/04/2022 |
- |
| Kalpesh Medhekar |
Director |
14/09/2022 |
- |
| Subhash Nagam |
Director |
14/09/2022 |
- |
Details of directors seeking appointment/re-appointment at the forthcoming Annual
General Meeting as required under Regulation 36 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is annexed to the Notice conveying the Annual
General Meeting and forms the part of this Annual Report.
ANNUAL REPORT FY 2022-23
- MEETING OF THE BOARD AND DIRECTORS DETAILS:
During the year under review, the board of directors met 09 (Nine) times i. e. on
21st April 2022, 04th May 2022, 23rd May 2022, 12th August 2022, 18th August 2022, 07th
October 2022, 12th October 2022, 09th November 2022 and 10th February 2023.
Directors attendance in Board Meetings held during the financial year and last Annual
General Meeting are as under.
| Name of director |
Number of Board Meetings |
Attendance in the last
AGM |
| Held during the Financial year |
Attended during the Financial year |
| Udaybhai Patel |
9 |
9 |
Yes |
| Motibhai Rabari |
9 |
9 |
Yes |
| Chandni Solanki |
9 |
9 |
Yes |
| Kalpesh Medhekar |
9 |
9 |
Yes |
| Subhash Nagam |
9 |
9 |
Yes |
- DETAILS OF THE COMMITTEES: Audit committee:
The Audit Committee is constituted in accordance with the provisions of Regulation
18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read
with Section 177 of the Act. The Company has in place a qualified and independent Audit
Committee. The role of the Audit Committee includes the powers as stipulated in LODR read
with Section 177 of the Act.
During the year under review, audit committee met 5 (Five) times. Details of
composition, committee meetings and attendance of members are as follows:
| Name of Director |
Nature of
Membership |
Meeting dates |
| 23.05.2022 |
12.08.2022 |
18.08.2022 |
09.11.2022 |
10.02.2023 |
| Udaybhai Patel |
Chairman |
v |
v |
v |
v |
v |
| Chandani Solanki |
Member |
v |
v |
v |
v |
v |
| Motibhai Rabari |
Member |
v |
v |
v |
v |
v |
Stakeholders Relationship Committee:
The Stakeholder Relationship Committee is constituted in accordance with the
provisions of Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 read with Section 178 of the Act. The role of the Stakeholders
Relationship Committee includes the powers as stipulated in LODR read with Section 178 of
the Act.
During the year under review, audit committee met 4 (Four) times. Details of
composition, committee meetings and attendance of members are as follows:
| Name of Director |
Nature of
Membership |
Meeting dates |
| 23.05.2022 |
12.08.2022 |
09.11.2022 |
10.02.2023 |
| Udaybhai Patel |
Chairman |
v |
v |
v |
v |
| Chandani Solanki |
Member |
v |
v |
v |
v |
| Motibhai Rabari |
Member |
v |
v |
v |
v |
ANNUAL REPORT FY 2022-23
Nomination and remuneration committee:
The Nomination and Remuneration Committee is constituted in compliance with the
requirements under Regulation 19 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 read with Section 178 of the Act.
During the year under review, Nomination and Remuneration committee met 01 (One) times.
Details of composition, committee meetings and attendance of members are as follows:
| Name of Director |
Nature of Membership |
Meeting Date |
| 21.04.2022 |
| Udaybhai Patel |
Chairman |
v |
| Chandani Solanki |
Member |
v |
| Subhash Nagam |
Member |
v |
- REMUNERATION TO DIRECTORS:
The Board of Directors of the Company shall decide the remuneration of Directors on
the basis of recommendation from Nomination and Remuneration Committee subject to the
overall limits provided under the Act and rules made thereunder, including any amendments,
modifications and re-enactments thereto and compliance of related provisions provided
therein.
Details of remuneration paid to directors in FY 2022-2023:
| Name of the director |
Designation |
Remuneration |
| NIL |
Details of share of the company held by non-executive directors:
| Name of the director |
No. of equity shares held |
| NIL |
- DECLARATION BY INDEPENDENT DIRECTORS:
The company has received declarations from all the Independent Directors of the
Company confirming that they meet the criteria of independence as prescribed under section
149 (7) of the Companies Act, 2013 and Regulation 16(1) (b) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.
- STATUTORY AUDITOR:
M/s. Rawka & Associates, Chartered Accountants (FRN: 021606C) were appointed as
Statutory Auditors of the Company for the financial year 2022-2023. The Board hereby
proposes appointment of M/s. Rawka & Associates for their 2nd term of office for the
period of 04 (Four) years beginning from the conclusion of ensuing AGM till the conclusion
of AGM to be held in the year 2027. The Board has received consent from M/s. Rawka &
Associates in this regard.
Resolution for appointment of M/s. Rawka & Associates has been placed before the
member for their approval and forms a part of Notice annexed with Annual Report.
ANNUAL REPORT FY 2022-23
- STATUTORY AUDITORS REPORT:
The Auditors Report does not contain any qualification, reservation or adverse
remark and the Notes on financial statement referred to in the Auditors Report are self-
explanatory and do not call for any further comments.
- SECRETARIAL AUDITOR:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of
Directors of the Company had appointed M/s. Heena Gulrajani & Associates, Practicing
Company Secretary (COP No.: 25423), as its Secretarial Auditors to undertake the
Secretarial Audit of the Company for the year ended 31st March 2023.
- SECRETARIAL AUDIT REPORT:
The secretarial audit report issued by M/s. Heena Gulrajani & Associates is
annexed herewith as "Annexure – 4".
- SECRETARIAL STANDARDS OF ICSI:
The Company is in compliance with the Secretarial Standards on Meetings of the
Board of Directors (SS – 1) and General Meetings (SS – 2) issued by The
Institute of Company Secretaries of India and approved by the Central Government.
- INTERNAL AUDITOR:
M/s. K S G C & Associates, Chartered Accountants were appointed as Internal
Auditors for FY 2022-23.
- COST RECORDS AND COST AUDITORS:
The provisions of Cost Audit and Records as prescribed under Section 148 of the
Act, are not applicable to the Company.
- DEPOSITS:
The Company has neither invited nor accepted any deposits within the meaning of
Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules,
2014 from the public during the year ended 31st March 2023. There were no unclaimed or
unpaid deposits as on 31st March 2023.
- PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
In terms of the provisions of Section 197(2) of the Companies Act, 2013 read with
Rules 5(2) and 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, there were no employees drawing remuneration in excess of the
limits set out in the said rules.
ANNUAL REPORT FY 2022-23
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are annexed to the report as "Annexure –
5".
- EXTRACT OF ANNUAL RETURN:
The extracts of Annual Return pursuant to the provisions of Section 92 read with
Rule 12 of the Companies (Management and Administration) Rules, 2014 is annexed to the
report as "Annexure – 6".
- INTERNAL FINANCIAL CONTROL:
The Board of Directors confirms that your company has laid down set of standard
processes and structure which enables to implement internal financial controls across the
organization with reference to Financial Statements and that such control is adequate and
are operating effectively. During the year under review, no material or serious
observation has been observed for inefficiently or inadequacy of such controls.
- ENVIRONMENT, HEALTH & SAFETY:
The Company is conscious of the importance of environmentally clean and safe
operations and committed to health and safety of its employees, contractors and visitors.
The Company is conducting operations in such a manner so as to ensure safety of all
concerned, compliances of environmental regulations and preservation of natural resources.
- PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a
view to regulate trading in securities by the Directors and designated employees of the
Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits
the purchase or sale of Company shares by the Directors and the designated employees while
in possession of unpublished price sensitive information in relation to the Company and
during the period when the Trading Window is closed. The Board is responsible for
implementation of the Code.
- WHISTLE BLOWER POLICY/ VIGIL MECHANISM:
As per the provisions of Section 177 of the Companies Act, 2013 read with
regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, a vigil mechanism has been implemented through the adoption of Whistle blower Policy
with an objective to enable any employees or director, raise genuine concern or report
that may constitute: Instances of corporate fraud; unethical conduct; a violation of
Central or State laws, rules, regulations and/or any other regulatory or judicial
directives. It also provides safeguards against victimization of employees who avail the
mechanism and allows direct access to the chairman of the Audit Committee.
- MEANS OF COMMUNICATION:
We believe that all stakeholders should have access to complete information
regarding its position to enable them to accurately assess its future potential. Website
of the Company serves as a key awareness facility for its entire stakeholder, allowing
them to access information at their convenience.
ANNUAL REPORT FY 2022-23
Quarterly, half-yearly and annual financial results of the Company were published
in leading English and vernacular language newspaper which are national and local dailies
respectively. The financial and other information are filed by the Company on Corporate
Filing platforms of BSE Limited.
- GENERAL SHAREHOLDERS INFORMATION:
During the year under review, no resolution has been passed through postal ballot.
The Board of Directors acknowledges and places on record their sincere appreciation
to all stakeholders, customers, vendors, banks, Central and State Governments and all
other individual directly or indirectly associated with the Company for their continued
co- operation and excellent support received from them.
The Board also wishes to place on record its appreciation to the esteemed investors for
showing their confidence and faith in the management of the Company. Your directors
recognise and appreciate the efforts and hard work of all the employees of the Company and
their continued contribution to promote its development.
+91-9892691696
