To
The Shareholders,
Your Directors have pleasure in presenting the 19th Annual Report of the
Company along with the Audited Financial Statements for the year ended on 31st
March, 2023.
FINANCIAL HIGHLIGHTS
The Companys financial performance for the year under review along with previous
years figures are given hereunder:
Particulars |
As on 31.03.2023 (in Rs. ‘000) |
As on 31.03.2022 (in Rs. ‘000) |
Total Income from Business operations |
715.14 |
24.87 |
Total Expenses |
30,460.82 |
1,92,329.21 |
Profit before tax |
(29,745.68) |
(1,92,304.35) |
Current Tax |
- |
- |
Tax relating to previous Year |
- |
(15.87) |
Deferred tax |
- |
- |
Mat Credit |
- |
- |
Profit for the Year |
(29,745.68) |
(1,92,288.47) |
Net Profit /(Loss) after Tax |
(29,745.68) |
(1,92,288.47) |
DIVIDEND
The Board of Directors does not recommend any dividend for the year under review. RESERVES
The company transferred loss of Rs. 29,745.68/- (Rupees in ‘000) to Surplus A/c
during the year.
STATE OF COMPANYS AFFAIRS
The Company was engaged in the business of Trading and Manufacturing of Timber and
Timber Products and since December 2018 onwards there is no operations due to the fire
accident which led to a complete standstill in our operations. Further, the companys
banker have classified its account as Non-Performing Assets and presently the recovery
proceedings is going on. The auditors of the company have also classified our company as a
non- going
concern. The company is also contemplating to take necessary steps in arriving at a
resolution process.
HOLDING/S UBSIDIAR Y/ASSOCIA TE
The Company does not have any Holding, Subsidiary or Associate Company & it has not
entered into any joint ventures.
ACCEPTANCE OF FIXED DEPOSITS
The Company has not accepted any Fixed Deposits from general public within the purview
of Section 73 of the Companies Act, 2013, during the year under review.
SHARE CAPITAL
The paid-up share capital as on 31st March, 2023 was Rs. 986.729 lacs. The
Company has not issued shares with differential voting rights nor granted stock options
nor sweat equity.
DIRECTORS
Mrs. Sunita Pirogiwal (DIN: 01279325) Directors of the Company, retires by rotation and
being eligible offers himself for re-appointment.
Your Board recommends his appointment / re-appointment at the ensuing Annual General
Meeting.
The composition of Board of Directors as on 31st March, 2023 is as under:-
Mr. Rajesh Pirogiwal - Managing Director Mrs. Sunita Pirogiwal - Whole-Time Director
Mr. Vikash Kedia - Independent Director Mrs. Sreejita Chowdhury - Independent Director
KEY MANAGERIAL PERSONNEL
During the year under preview following changes took place in the composition of Key
Managerial Personnel:
Mr. Biswanath Singha resigned from the post of Chief Financial Officer w.e.f. 21th
July, 2022.
Mr. Biswanath Singha was appointed in the post of Chief Financial Officer w.e.f. 09th
January, 2023. Mrs. Pallavi Jaiswal resigned from the post of Company Secretary w.e.f. 14th
July, 2022.
Mr. Anil Yadav was appointed in the post of Company Secretary w.e.f. 09th
Januray, 2023. Additionally, Mr. Anil Yadav resigned from the post of Company Secretary
w.e.f. 12th June, 2023.
NOMINATION AND REMUNERATION POLICY
The Nomination and Remuneration Committee works with the Board to determine the
appropriate characteristics, skills and experience for the Board as a whole and its
individual members with the objective of having a Board with diverse backgrounds and
experience in business, government, education and public service. The Company has
constituted a Nomination and Remuneration Committee with the responsibilities of
formulating the criteria for determining qualifications, positive attributes and
independence of a director and recommend to the Board a policy relating to the
remuneration for the directors, Key Managerial Personnel and other employees.
DECLARA TION B Y INDEPENDENT DIRECTORS
The Company has received necessary declaration from all Independent Directors under
section 149(7) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 confirming
that they meet the criteria of independence as prescribed in section 149(6) of the
Companies Act, 2013.
PERFORMANCE EVAL UA TION
Pursuant to the provisions of the Companies Act, 2013, the Board has carried out the
annual performance evaluation of its own performance and of the Directors individually as
well. A discussion was done considering the inputs received from the Directors, covering
various aspects of the Boards functioning such as adequacy of the composition of the
Board and its Committees, Board culture, execution and performance of specific duties,
obligations and governance. The performance evaluation of the Board and committees are
usually carried out on the basis of questionnaires devised in house.
A separate exercise was carried out to evaluate the performance of individual Directors
who were evaluated on the basis of questionnaire, devised for this purpose. The Directors
expressed their satisfaction with the evaluation process.
BOARD MEETINGS
The Board met five (5) times during the financial year, viz. 30-05-2022, 19-07-2022,
14-11-2022, 0901-2023 and 27-02-2023. The details of the Directors attendance at the
Board Meetings are given below:
SI. No. |
Director |
No. of Meetings attended |
1 |
Mr. Rajesh Pirogiwal (Managing Director) |
5 |
2 |
Mrs. Sunita Pirogiwal (Whole-Time Director) |
5 |
3 |
Mr. Vikash Kedia (Independent Director) |
5 |
4 |
Mr. Sreejita Chowdhury (Independent Director) |
5 |
DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 with
regard to the Directors Responsibility Statement, your Board confirms that:-
a) in the preparation of the annual accounts for the financial year ended on 31st
March, 2023, the applicable accounting standards have 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 31st March, 2023 and of
the profit /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 accounts on a going concern basis;
e) 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.
f) 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;
CORPORATE GOVERNANCE
Pursuant to provisions of Section 135 of the Act, the Company is not required to
constitute a Corporate Social Responsibility Committee or to undertake any CSR activities.
Therefore, the Company is not required to make any disclosure as specified in Section
134(3) (o) of the Act.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as stipulated
under Regulation 34 of the SEBI LODR Regulations, 2015 with the Stock Exchanges in India,
is included in a separate section annexed to and forming part of the Directors Report.
AUDIT COMMITTEE & NOMINATION AND REMUNERATION COMMITTEE
Pursuant to Sections 177 and 178 of the Companies Act, 2013 read with Rules made
thereunder, the Company has constituted an Audit Committee, Nomination and Remuneration
Committee and Stakeholders Relationship Committee of the Board as the Company is listed
with BSE Ltd.
The Audit Committee is working according to the terms of the Companies Act, and SEBI
Listing Regulations, 2015 which includes duties and functions and also such other
functions as maybe specifically delegated to it by the Board from time to time. Therefore,
the Board has duly constituted Audit Committee comprising of Mr. Vikash Kedia, Independent
Director; Mrs. Sreejita Chowdhury, Independent Director and Mr. Rajesh Kumar Pirogiwal,
Executive Director. The Audit committee held four meetings during the year 2022-23.
The Audit Committee held four meetings on 30-05-2022, 19-07-2022, 14-11-2022 and
2702-2023 during the year ended 31st March 2023. The necessary quorum was
present for all the meetings.
The Company Secretary acts as a Secretary to the Committee.
The terms of reference of Audit Committee includes:-
a) the recommendation for appointment, remuneration and terms of appointment of
auditors of the company;
b) review and monitor the auditors independence and performance, and effectiveness of
audit process;
c) examination of the financial statement and the auditors report thereon;
d) approval or any subsequent modification of transactions of the company with related
parties;
e) scrutiny of inter-corporate loans and investments;
f) valuation of undertakings or assets of the company, wherever it is necessary;
g) evaluation of internal financial controls and risk management systems;
h) monitoring the end use of funds raised through public offers and related matters;
i) any other as may be decided by the Board.
The Board has also constituted Nomination and Remuneration Committee comprising of Mr.
Vikash Kedia, Independent Director; Mrs. Sreejita Chowdhury, Independent Director and Mr.
Rajesh Pirogiwal, Executive Director.
The role of Nomination and Remuneration Committee includes formulation of the criteria
for determining 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 etc. The Nomination & Remuneration committee
met four times during the year.
The Nomination and Remuneration Committee held two meetings on 21-07-2022 and 09-012023
during the year ended 31st March 2023. The necessary quorum was present for all
the meetings.
STAKEHOLDERS RELATIONSHIP COMMITTEE (FORMERLY SHARE TRANSFER CUM INVESTORS GRIEVANCE
COMMITTEE) NOMENCLATURE AND TERMS OF REFERENCE OF THE COMMITTEE
The Board of Directors of the Company has formed ‘Stakeholders Relationship
Committee (‘the committee). The committee deals with various matters relating to
satisfactory redressal of shareholders and investors grievances and recommends measures
for overall improvement in the quality of investor services. The Stakeholders
Relationship Committee met once during the year. An insight of the matters deals with by
the committee is given hereunder:
• To review and note all matters relating to the registration of transfer and
transmission of shares and debentures, transposition of shares, sub-division of shares,
issue of duplicate share certificates or allotment letters and certificates for debentures
in lieu of those lost/misplaced;
• To look into the redressal of shareholders and investors complaints relating
to the transfer of shares, non-receipt of Annual Report/notices, dividends, etc;
• To oversee the performance of the Registrar & Share Transfer Agents;
• To review dematerialization and rematerialization of the shares of the Company;
• To comply with all such directions of Ministry of Corporate Affairs & other
regulatory bodies w.r.t. shareholders/investors rights and market regulations, from time
to time.
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM
As per the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 6 and
7 of the Companies (Meeting of the Board and its Powers) Rules, 2013 the Company has
formed vigil mechanism named Whistle Blower Policy, wherein the employees / directors
can report the instances of unethical behavior, actual or suspected fraud or any violation
of the Code of Conduct and / or laws applicable to the Company and seek redressal. This
mechanism provides appropriate protection to the genuine Whistle Blower, who avail of the
mechanism.
ADEQUACY OF INTERNAL FINANCIAL CONTROL
The Company has in place adequate internal financial controls with reference to the
Financial Statements. During the year, such controls were tested and no reportable
material weakness was observed in the design or implementation.
RISK MANAGEMENT
During the year, Management of the Company evaluated the existing Risk Management
Policy of the Company to make it more focused in identifying and prioritizing the risks,
role of various executives in monitoring & mitigation of risk and reporting process.
Its aim is to enhance shareholders value and provide an optimum risk-reward tradeoff. The
Risk Management Policy has been reviewed and found adequate to the requirements of the
Company, and approved by the Board.
The Management evaluated various risks and that there is no element of risk identified
that may threaten the existence of the Company.
CORPORATE SOCIAL RESPONSIBILITY
The Company has not developed and implemented any Corporate Social Responsibility
initiatives as the said provisions are not applicable.
LOAN, GUARANTEES AND INVESTMENTS
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All related party transactions that were entered into during the financial year were on
an arms length basis and were in the ordinary course of business. There were no
materially significant related party transactions made by the Company with Promoters,
Directors, Key Managerial Personnel or other designated Persons which may have a potential
conflict with the interest of the Company at large. Accordingly, no transaction are being
reported in Form AOC- 2 in terms of Section 134 of the Companies Act, 2013 read with Rule
8 of the Companies (Accounts) Rules, 2014.
All Related Party Transactions are placed before the Audit Committee as also the Board
for approval. Prior omnibus approval of the Audit Committee is obtained for the
transactions which are of a foreseen in repetitive nature. The Company has developed a
Related Party Transactions Policy for purpose of identification and monitoring of such
transactions.
A UDITORS & A UDITORS REPORT
M/s. Bijan Ghosh & Associates, Chartered Accountants (FRN: 323214E) were appointed
as Statutory Auditors of the Company at the 19th Annual General Meeting till
the conclusion of the 25th Annual General Meeting of the Company.
The yearly ratification of appointment of Auditors has been done away with the
amendment in the Companies Act, 2013. (As per Companies (Amendment) Act 2017, Section
Notified on 07.05.2018) according no resolution has been proposed.
The Auditors have subjected themselves for the peer review process of the Institute of
Chartered Accountants of India (ICAI) and they hold a valid certificate issued by the
"Peer Review Board" of ICAI.
The observations, if any, made by the Auditors of the Company in their report read with
relevant notes to the Accounts are self-explanatory and therefore do not call for any
further comments.
SECRETARIAL A UDIT
Pursuant to provisions of Section 204 of the Companies Act, 2013, the Board has
appointed Mr. PANKAJ KUMAR MODI, Company Secretaries, Kolkata, to undertake Secretarial
Audit of the Company for the Financial Year 2022-23. The Secretarial Audit Report is
annexed herewith as Annexure "B". The Secretarial Audit Report does not contain
any qualification, reservation, adverse remark or disclaimer.
INTERNAL A UDIT
As per the provisions of Section 138 of the Companies Act, 2013, the Board with the
recommendation of the audit committee has appointed M/s. Jain Aman & Associates (FRN:
329974E), Kolkata to undertake Internal Audit of the Company. The Internal Audit Report
does not contain any qualification, reservation, adverse remark or disclaimer.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
None of the employees were in receipt of remuneration in excess of the limits laid down
under section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the
Companies (Appointment and Remuneration) Rules, 2014. Hence, no particulars are required
to be given for the same.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company is not engaged in manufacturing, has no foreign collaboration and has not
exported or imported any goods or services.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT - 9 is annexed
herewith as Annexure ‘A.
STATUTORY DISCLOSURES
A copy of audited financial statements of the said Companies will be made available to
the members of the Company, seeking such information at any point of time. A cash flow
statement for the year 2022-23 is attached to the Balance Sheet.
GENERAL DISCLOSURES
The Directors state that no disclosure or reporting is required in respect of the
following items during the year under review as:
1. During the year under review, no significant or material orders were passed by the
Regulators or Courts or Tribunals which impact the going concern status and Companys
operations in future.
2. No material changes and commitments have occurred between the end of financial year
of the Company to which the financial statements relate and the date of the Report,
affecting the financial position of the Company under section 134(3)(1) of the Companies
Act, 2013.
3. No Deposits covered under Chapter V of the Companies Act, 2013 were accepted.
4. No equity shares with differential rights as to dividend, voting or otherwise; or
shares (including sweat equity shares) were issued to employees of the Company under any
scheme.
5. During the year under review, there were no cases filed pursuant to the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
FRA UD REPORTING (REQUIRED BY THE COMPANIES AMENDMENT ACT, 2015)
The Company has adopted best practices for fraud prevention and it follows
confidential, anonymous reporting about fraud or abuse to the appropriate responsible
officials of the Company. No fraud on or by the company has been reported by the Statutory
Auditors.
ACKNOWLEDGEMENT
Your Directors express their sincere appreciation to the Central and State Governments,
Banks, Customers, Vendors and the Companys valued investors for their continued
co-operation and support.
Your Directors also wish to acknowledge the support and valuable contributions made by
the employees, at all levels.
| For and on behalf of the Board Directors |
| For DIKSHA GREENS LIMITED |
| Sd/- |
| Rajesh Kumar Pirogiwal |
| Managing Director |
| (DIN: 01279323) |
| Sd/- |
| Sunita Pirogiwal |
| Whole-Time Director |
| (DIN: 01279325) |
| Place: Kolkata |
| Date: 27th May, 2023 |
+91-9892691696
