To,
The Members,
Envair Electrodyne Limited.
Your Directors hereby present the 41st Annual Report on the Business and
Operations together with the Audited Financial Statements of the Company for the Financial
Year ended March 31, 2023 ("FY 202223").
1. FINANCIAL HIGHLIGHTS:
The financial figures for the year under review along with previous financial year are
given below:
| Particulars |
Current Year |
Previous Year |
|
2022-23 |
2021-22 |
| Income Earned During the year |
1,44,48,610 |
48,599,526 |
| Profit before Taxes & Other adjustments |
(58,86,083) |
(7,704,064) |
| Exceptional item |
8,37,49,999 |
- |
| Profit before Taxes |
7,78,63,916 |
(7,704,064) |
| Less Provisions for Taxes |
|
|
| Less Current Tax |
1,70,46,536 |
|
| Add/ (Less) Deferred Tax |
|
|
| Profit for the period |
6,08,17,380 |
(7,704,064) |
| Add: Item not classified to profit & loss |
- |
(36,813) |
| Total Comprehensive Income |
6,08,17,380 |
(7,740,877) |
2. REVIEW OF OPERATIONS:
During the year under review, the Company earned total revenue of Rs. 14,448,610 (One
crore forty four lakhs forty eight thousand six hundred and Ten Only). The Profit after
tax was Rs. 60,817,380 (Six Crores Eight lakhs Seventeen Thousand Three Hundred and Eighty
Only) as against loss of Rs. 77,04,064 (Seventy-Seven Lakhs Four Thousand and Sixty-Four
Only) in the previous year. The Companys profit can be attributed to exceptional item -
sale of leasehold rights. The Company has also recorded loss of Rs. 19,115,549 due to
fraud which was detected post balance sheet date and has now been fully provided for.
3. CHANGE IN NATURE OF BUSINESS:
There was no change in nature of business activities or operations of the Company
during the financial year under review.
4. DIVIDEND:
Your Directors do not recommend any dividend for the FY 2022-23.
5. TRANSFER TO RESERVES:
During the financial year under review, the Company has not made any transfer to
reserves.
6. SHARE CAPITAL:
Authorized Share Capital
During the FY 2022-23, there was no change in the Authorized Share Capital of the
Company. The Authorised Share Capital of the Company as on March 31, 2023 was Rs.
5,50,00,000/- (Rupees Five Crore Fifty Lakhs Only) divided into 55,00,000 (Fifty-Five
Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each.
Issued, Subscribed. Paid-up Share Capital
During the FY 2022-23, there was no change in the Issued, Subscribed and Paid up Share
Capital of the Company. The Issued, Subscribed and Paid-up Share Capital of the Company as
on March 31, 2023, was Rs. 4,64,00,000/- (Rupees Four Crores Sixty-Four Lakhs Only)
divided into 46,40,000 (Forty-Six Lakhs Forty Thousand Only) Equity Shares of Rs. 10/-
(Rupee Ten Only) each.
Demat Suspense Account
The company has not transfer any equity share(s) to Demat Suspense Account during the
year.
7. PUBLIC DEPOSIT:
During the FY 2022-23, the Company has not accepted any deposits from public/members
within the meaning of Section 73 and 76 of the Companies Act, 2013 (the Act") read
with Companies (Acceptance and Deposits) Rules, 2014.
8. ANNUAL RETURN:
The Annual Return of the Company in Form MGT-7 for the FY 2022-23, as required under
Section 92(3) and Section 134(3)(a) of the Act read with Rule 12 of the Companies
(Management and Administration) Rules, 2014 will available on the website of the Company
and can be accessed at http://www.envair.in/
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
List of Directors as on 31st March 2023
| S.no Name |
Designation |
DIN |
| 1 ANIL NAGPAL |
Managing Director |
01302308 |
| 2 HARISH KUMAR AGARWAL |
Director |
02185002 |
| 3 PRACHI NARULA |
Independent Director |
08502922 |
| 4 ANIS AHMAD QURAISHI |
Independent Director |
09273102 |
Changes During the Financial Year 2022-23
There were no changes in the directorship of the company in the reporting financial
year.
Retirement by rotation:
In accordance with the provisions of Section 196, 197 and any other applicable
provisions of the Companies Act, 2013 ("Act") and the rules made there under, as
amended from time to time, read with Schedule V to the Act, and Articles of Association of
the Company and subject to the approval of Central Government or other Government
authority/agency/board, Mr. Anil Nagpal (DIN: 01302308) Managing Director, who is liable
to retire by rotation at the ensuing Annual General Meeting ("AGM"), being
eligible, offers himself for re-appointment.
Declaration from Independent Directors:
The Company has received declaration from all the Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed under Section 149(6)
of the Act and Regulation 16(1)(b) of the Listing Regulations. There has been no change in
the circumstances which may affect their status as Independent Directors of the Company
and the Board is satisfied of the integrity, expertise and experience (including
proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all
Independent Directors on the Board. Further, in terms of Section 150 of the Act read with
Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as
amended, and as per the Ministry of Corporate Affairs Notification dated October 22, 2019
the Independent Directors of the Company have included their names in the databank of
Independent Directors maintained with the Indian Institute of Corporate Affair.
Remuneration to Non-Executive Directors
During the financial year under review, the Non-Executive Directors (NEDs) of the
Company had no pecuniary relationship or transactions with the Company, other than sitting
fees, commission and reimbursement of expenses incurred by them for the purpose of
attending meetings of the Board/Committee of the Company.
Key Managerial Personnel (KMP):
Pursuant to the provisions of Section 2(51) and Section 203 of the Act, the following
are KMPs of the Company as on March 31, 2023:
| Sr. Name of the KMP No. |
Designation |
| 1. Mr. Anil Nagpal |
Chairman & Managing Director |
| 2. Mr. Abhimanyu Singh |
Chief Financial Officer, Company Secretary & Compliance Officer : (Resigned from
April 08, 2023) |
10. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134(3)(c) and Section 134(5) of the Act, your
Directors, to the best of their knowledge and ability, confirm that:
a. in the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures, if any;
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 at the end of the Financial Year 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 this Act 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 laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively; and
f. 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.
11. ANNUAL PERFORMANCE EVALUATION BY THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL
DIRECTORS:
Board: In accordance with the criteria suggested by the Nomination and Remuneration
Committee, the Board of Directors evaluated the performance of the Board, with regards to
various criteria such as Board composition, Board processes and Board dynamics. The
Independent Directors, at their separate meeting, also evaluated the performance of the
Board as a whole based on various criteria. The Board and the Independent Directors were
of the unanimous view that performance of the Board of Directors as a whole was
satisfactory.
Committees of the Board: The performance of the Audit Committee, the Nomination and
Remuneration Committee and the Stakeholders Relationship Committee was evaluated by the
Board with regards to various criteria such as committee composition, committee processes
and committee dynamics. The Board was of the unanimous view that all the committees were
performing their functions satisfactorily and according to the mandate prescribed by the
Board under the regulatory requirements including the provisions of the Act, the Rules
framed thereunder and the Listing Agreement/SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
Individual Directors: In accordance with the criteria suggested by the Nomination
and Remuneration Committee, the performance of each independent director was evaluated by
the entire Board of Directors (excluding the director being evaluated) on various
parameters such as qualification, experience, availability and attendance, integrity,
commitment, governance, independence, communication, preparedness, participation and value
addition. The Board was of the unanimous view that each independent director was a reputed
professional and brought his/her rich experience to the deliberations of the Board
12. MEETINGS OF THE BOARD:
The Board met at regular interval to discuss and decide on affairs, operations of the
Company and to supervise and control the activities of the Company.
During the year under review, 7 (Seven) Board Meetings were held i.e. on May 7, 2022,
May 23, 2022, August 16, 2022, August 27, 2022, September 7 2022, November 14, 2022 and
February 14, 2023. The intervening gap between the two consecutive Board meetings did not
exceed the period prescribed by the Act, Listing Regulations, Secretarial Standard on
Board Meetings (SS-1) issued by ICSI.
The details of attendance of the Directors at the meetings held during the year under
review are stated herewith:
| Sr. No. Name of Directors |
Category |
No. of Board Meetings attended |
| 1 Mr. Anil Nagpal |
Chairman & Managing Director |
7 |
| 2 Mr. Harish Kumar Agarwal |
Director |
7 |
| 3 Mr. Anis Ahmad Quraishi |
Independent Director |
7 |
| 4 Ms. Prachi Narula |
Independent Director |
7 |
13. COMMITTEES OF THE BOARD:
As required under the applicable provisions of the Act, the Company has constituted
following Statutory Committees of the Board viz.:
1. Audit Committee;
2. Stakeholders Relationship Committee; and
3. Nomination and Remuneration Committee.
AUDIT COMMITTEE AND ITS COMPOSITION:
The Audit Committee is duly constituted as per the provisions of Section 177 of the
Act:
During the FY 2022-23, the Committee met 4 (Four) times i.e. on May 7, 2022, August 16,
2022, November 14, 2022 and February 14, 2023.
The composition of the Committee and attendance details for the meetings held during FY
2022-23, is as follows:
| Name of Director |
Designation |
No. of Meetings attended |
| Ms. Prachi Narula |
Chairman |
4 |
| Mr. Harish Kumar Agarwal |
Member |
4 |
| Mr. Anis Ahmad Quraishi |
Member |
4 |
All members are financially literate and bring in expertise in the fields of finance,
accounting, development, strategy and management.
The minutes of the meetings of the Committee are placed before and noted by the Board.
All the recommendations made by the Committee during the year under review were accepted
by the Board.
STAKEHOLDERS RELATIONSHIP COMMITTEE AND ITS COMPOSITION:
The company has duly established stakeholder & Relationship Committee meeting.
| Name of Director |
Designation |
No. of Meetings attended |
| Ms. Prachi Narula |
Chairman |
1 |
| Mr. Anis Ahmad Quraishi |
Member |
1 |
| Mr. Harish Kumar Agarwal |
Member |
1 |
NOMINATION AND REMUNERATION COMMITTEE AND ITS COMPOSITION:
The company has duly established Nomination & Remuneration Committee. The Committee
has presented to the Board the policy with respect to remuneration to the Directors, Key
Managerial Personnel and other employees.
| Name of Director |
Designation |
No. of Meetings attended |
| Ms. Prachi Narula |
Chairman |
2 |
| Mr. Anil Nagpal |
Member |
2 |
| Mr. Harish Kumar Agarwal |
Member |
2 |
14. DETAILS OF FAMILIARIZATION PROGRAMME
The details of the programme for familiarization of independent directors with the
company, their roles, rights, responsibilities in the company, nature of industry in which
the company operates and related matters are posted on the website of the company at
http://www.envair.in.
15. MANAGEMENT DISCUSSION & ANALYSIS:
The Company is incurring losses in business during past number of years. The turnover
of it has receded over a period. Reasons for the losses have been identified and analysed
as the business growth is slow. Since the takeover of the Company by the new management,
they have been on the lookout for newer opportunities. Measures to achieve cost reduction
and competitive sales price have been initiated for certain product lines which are being
continued. These actions are expected to provide contribution.
Further, to improve return on equity and capital employed the Company, the Company have
decided to invest the surplus cash into a business in Indonesia and the process for
approval of the same by the members of the Company is underway. The Company is also
looking at setting up contract manufacturing for certain products in India.
In view of this, preparation of financial statements on the assumption that the Company
is a going concern is appropriate.
16. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
Pursuant to Section 177 of the Act, the Company has established a vigil mechanism to
provide directors and employees with a platform to report concerns related to unethical
behavior, actual or suspected fraud, or violation of the Code of Conduct and Ethics
Policy. The mechanism provides for adequate safeguards against victimization of directors
and employees who avail of the mechanism and, in exceptional cases, it allows for direct
access to the Chairman of the Audit Committee.
During the FY 2022-23, we affirm that no employee or director was denied access to the
Chairman of the Audit Committee regarding any reported concerns through the vigil
mechanism.
The Vigil Mechanism / Whistle Blower Policy can be accessed on the website of the
Company www.envair.in
17. RISK MANAGEMENT:
The Company has implemented a comprehensive Risk Management Policy aimed at proactively
identifying, analyzing, and mitigating risks that may impact its operations and
objectives. The Board of Directors consistently engages in a detailed exercise to identify
these risks and define appropriate measures for their control and mitigation, following a
well-defined procedure.
The Board and the Audit Committee periodically reviews the risks associated with the
Company and recommend steps to be taken to control and mitigate the same through a
properly defined framework.
The Risk Management Policy can be accessed on the website of the Company at chrome-
www. envair.in
18. 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 were no significant or material orders passed by any regulator, court or tribunal
that would impact the going concern status of the Company or have a bearing on Companys
operations in future.
19. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATE SOCIAL
RESPONSIBILITY INITIATIVES:
As the Company is not having Net Worth of Rupees Five Hundred Crores or more, or
Turnover of Rupees One Thousand Crores or more or a Net Profit of Rupees Five Crores or
more during any Financial Year, the Company is not required to comply with the provisions
of Section 135 of the Companies Act, 2013 with regard to the formation of the CSR
Committee and undertaking of Social Expenditure as required under the said Section.
20. STATUTORY AUDITORS AND AUDITORS REPORT:
M/s. Vipul M. Shah & Associates, Chartered Accountants (Registration No. 117853W),
were appointed as the Statutory Auditors of the Company at the Annual General Meeting held
on 29th September 2022 to hold the office until the conclusion of the Annual
General Meeting of the Company to be held for the financial year 2026-2027.
The Company has obtained written consent and a certificate from M/s. Vipul M. Shah
& Associates. confirming their compliance with the criteria specified under Section
141 of the Act for the appointment of auditors. Additionally, the Certificate also
verifies that their appointment as auditors falls within the limits prescribed under
Section 139 of the Act.
During the year under review, the Statutory Auditors have confirmed that instance of
fraud was reported to the Audit Committee, in accordance with Section 143(12) of the Act.
21. DETAILS OF FRAUD AS REQUIRED UNDER SECTION 134(3)(CA) OF THE COMPANIES ACT READ
WITH RULE 13 OF THE COMPANIES (AUDIT AND AUDITORS) RULES, 2014.
(a) Nature of Fraud with description: Financial Fraud. Transfer of funds from
the bank account without authorization.
(b) Approximate Amount involved: Financial loss of Rs. 19,115,549. Financials
approval for 31st March 2023 and 30th June 2023 were also delayed which has
resulted in a penalty levied by the Bombay Stock Exchange.
(c) Parties involved: Nilkanth Patole; (Chief Accountant) and Unnamed Bank
Officials
(d) Remedial actions taken.: Yes, FIR is registered. Auditors were also
informed. The fraud happened by sheer negligence of the bank which did the transactions
without authorization and documentation or any approval from the Company. All the banks
have been reprimanded and informed that no transaction should take place without original
authentic documents. The directors have also started to personally check Bank
reconciliation statements on a regular basis.
22. INTERNAL AUDITOR:
S.M. Bhat & Associates Chartered Accountant are the Internal Auditor of the
Company.
23. INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS:
The Board has implemented comprehensive policies and procedures to ensure smooth and
effective conduct of its business operations. These policies cover various aspects,
including adherence to Company Policies, safeguarding of assets, prevention and detection
of frauds and errors, as well as ensuring the accuracy and completeness of accounting
records and timely preparation of reliable financial disclosures.
The Audit Committee in co-ordination with the Board evaluates the Internal Financial
Control Systems and strives to maintain the appropriate Standards of Internal Financial
Control. The details in respect of internal financial control and their adequacy are
included in the Management Discussion & Analysis Report, which forms part of this
Annual Report.
24. SECRETARIAL AUDITORS AND THEIR REPORT:
Mrs. Tanu Sharma, Company Secretary in Practice having Membership no. FCS 21041 was
appointed to conduct the Secretarial Audit of the Company for the F.Y. 2022-23 as required
under section 204 of the Act and Rule made their Rule under. The Secretarial Audit report,
in form MR-3 for the F.Y. 2022-23 is annexed to this report.
25. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR
ADVERSE REMARK OR DISCLAIMER MADE-
(i) By the Statutory Auditor in his report;
_ll Audit Qualification
II (1) a. Details of Audit Qualification:
b. We draw attention to Note no. 33.2.25 in Financial Statements regarding the
fraud amounting to Rs. 1,91,15,549/- was identified during the year. Amounts reflecting
year-wise fraud is reflected in the table below-
| Financial Year (F. Y.) |
Amount (Rs.) |
| FY 2020-21 |
22,48,467 |
| FY 2021-22 |
67,77,123 |
| FY 2022-23 |
79,22,459 |
| FY 2023-24 (May 2023) |
21,67,500 |
| Total |
1,91,15,549 |
Out of the above, Rs.22,48,467 for FY 2020-21 and Rs. 67,77,123 for FY 2021-22 have not
been restated with the impact of prior period fraud as per the requirement in Ind AS 8
"Accounting Policies, Changes in Accounting Estimates and Errors".,
The Company has additionally debited an amount of Rs. 72,88,422 (Refer Note no.
33.2.22) pertaining to FY 2021-22 as prior period expense. This amount has not been
restated in the Financial Statement as per the requirement of Ind AS 8 "Accounting
Policies, Changes in Accounting Estimates and Errors".
As per Ind AS 8 "Accounting Policies, Changes in Accounting Estimates and
Errors", the Loss of the previous year 2021-2022 is understated by Rs. 1,40,65,545
(Rs. 67,77,123 (Fraud of FY 2021-22) + Rs. 72,88,422 (prior period item debited in FY
2022-23). The resultant Total loss for the previous year would be Rs. 2,18,06,422.
As per Ind AS 8 "Accounting Policies, Changes in Accounting Estimates and Errors,
the opening reserve as on 01.04.2021 is understated by (Rs. 22,48,467) fraud pertaining to
FY 2020-21. The resultant opening reserve would be (Rs. 8,29,42,833).Rs. 21,67,500 (fraud
of FY 2023-24) is debited to the Profit & Loss account of FY 2022-23. This should be
charged to Profit & loss account for the Year 2023-24. The profit for the year 2022-23
is thereby understated by Rs. 21,67,500.
c. Type of Audit Qualification: Qualified Opinion
d. Frequency of Qualification: 1st Time
e. For Audit Qualification (s) where the impact is quantified by the Auditor
Managements Views:
The Company has identified the financial fraud in the current year FY23- 24 prior to
finalization of FY22-23 accounts. The same has been accounted for in the year FY22-23 only
(including amounts debited in FY23-24).
The IndAS 8 states:
Prior period errors are omissions from, and misstatements in, the entitys financial
statements for one or more prior periods arising from a failure to use, or misuse of,
reliable information that:
(a) was available when financial statements for those periods were approved for issue;
and
(b) could reasonably be expected to have been obtained and taken into account in the
preparation and presentation of those financial statements.
The management if of the opinion that since the fraud was detected only in FY23-24 this
does not fall under the definition of prior period errors as per Ind AS 8.
f. For Audit Qualification(s) where the impact is not quantified by the Auditor,
Managements View: NIL
II (2) a. Details of Audit Qualification:
Note no. 33.2.17, 33.2.18 & 33.2.27 in financial statements stating that the
balances of parties under head Trade receivable, Trade payable, Advances and Deposits are
subject to confirmation and reconciliation. Financial impact of the same has not been
ascertained by the management. In view of this, we were unable to determine whether any
adjustments are necessary in respect of the same.
b. Type of Audit Qualification: Qualified Opinion
c. Frequency of Qualification: Recurring
d. For Audit Qualification (s) where the impact is quantified by the Auditor
Managements Views: NIL
e. For Audit Qualification(s) where the impact is not quantified by the Auditor:
The Company is in the process of getting the confirmations and reconciling the same, if
required. The Management if of the opinion that debtor balances, advances have been
provided to the extent of all long overdue balances except identified debtors wherein
recovery is in process. Since, the chief accountant has been arrested due to the fraud
incident, we have difficulties in collating the required information for audit purposes.
The management feels no material provision is required for the same.
II (3) a. Details of Audit Qualification:
Note no. 33.2.4 in financial statements stating that the opening inventories of Rs.
45,69,253 as on 01.04.2022 consisting of -
Raw Material Rs. 24,88,755.
Finished goods Rs. 20,80,498
was sold to Rajesh Enterprise in June 2023 for -
Raw Material Rs. 4,00,000
Finished goods Rs. 4,47,500
Accordingly, Closing inventories valued at Rs. 38,28,153/- as on 31.03.2023 includes
Net Realizable Value of Opening inventories amounting to Rs. 8,47,500 (Cost Rs.
45,69,253).
b. Type of Audit Qualification: Qualified Opinion
c. Frequency of Qualification: 1st Time
d. For Audit Qualification (s) where the impact is quantified by the Auditor
Managements Views:
NIL
e. For Audit Qualification(s) where the impact is not quantified by the Auditor,
Managements View:
The Company has followed the requirements of Ind-AS2 - Valuation of Inventory. As on 31
March 2023, the Company has valued the inventory at cost or NRV, whichever is lower and as
on the date of signing of the financial statements, the entire inventory has been sold at
higher than
the carrying value as on 31 March 2023.
II (4) a. Details of Audit Qualification:
We draw attention to Note no 33.2.7 in financial statements stating that Net
block of Vehicle as on 31.03.2022 was Rs. 2 (Rupees Two). Physical verification of the
same has not been done by us as the Asset was not in possession of the Company as the same
was fully depreciated and sold before 2018 as confirmed by the management. Looking at
value of the Asset, the accounts of earlier years have not been reinstated.
b. Type of Audit Qualification: Qualified Opinion
c. Frequency of Qualification: 1st Time
d. For Audit Qualification (s) where the impact is quantified by the Auditor
Managements Views: NIL
e. For Audit Qualification(s) where the impact is not quantified by the Auditor,
Managements View:
The Management is of the opinion that the fixed assets were sold before the takeover of
the Company by the current management. The Rs. 2 Net Book Value was inadvertently carried
in the books of the Company and now has been written off.
(ii) By the Secretarial Auditor in her secretarial audit report;
| Sr. Relevant Provision for No. Compliance Requirement |
Observation made by company secretary in practice |
Management Comments |
| 01 Regulation 6(1) Non-compliance with requirement to appoint a qualified company
secretary as the compliance officer. |
The Company has complied with the Regulation and paid the fine imposed by BSE. |
As soon as the noncompliance was brought to light it was made good and fine was paid
to the stock exchange |
26. MAINTENANCE OF COST RECORDS:
Pursuant to the provisions of Section 148(1) of the Act and rules made thereunder,
maintenance of Cost Records or Cost Audit was not applicable to the Company during the
year under review.
27. PARTICULARS OF LOANS, GUARANTEES, AND INVESTMENTS:
The particulars of Loans, Guarantees and Investments made by the Company, falling under
the purview of Section 186 of the Act, are given in the notes to the Financial Statements,
as included in this Annual Report.
28. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The Company has entered into transactions with related parties in accordance with the
provisions of the Companies Act, 2013 and the particulars of the contracts or arrangements
with related parties referred to in Section 188 (1), as prescribed in Form AOC-2. The
related party transaction was at arms length and under normal course of business. Your
Directors draw the attention of the members to Note No. 35 to the financial statement,
which sets out related party disclosures.
29. PARTICULARS OF LOANS ACCEPTED FROM DIRECTORS OR RELATIVES OF DIRECTORS:
During the year under review, no loans have been accepted from any director or their
relative.
30. PARTICULARS OF THE EMPLOYEES AND REMUNERATION:
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 given in Annexure III of this report.
During the year under review, no employee was in receipt of remuneration exceeding the
limits as prescribed under provisions of Section 197 of the Act read with Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The details
of the same are given in Annexure IV of this Report.
31. PARTICULARS OF CONSERVATION OF ENERGY, TECHONOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Pursuant to Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts)
Rules, 2014, details regarding Conservation of Energy, Technology Absorption, Foreign
Exchange Earnings and Outgo for the year under review is attached herewith as "Annexure
II" to this report.
32. STOCK EXCHANGE:
The Equity Shares of the Company are listed on BSE Limited. The Company has paid the
Annual listing fees for the financial year 2023-24 to the said Stock Exchange.
33. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES:
As on March 31, 2023, the Company does not have any Subsidiary, Associate and Joint
Venture company. Therefore, the preparation of consolidated financial statements and the
statement containing salient features of the Subsidiary, Associate and Joint Venture
companies in Form AOC-1, as required under Section 129 of the Act, is not applicable to
the Company. Furthermore, during the year under review, no Company ceased to be a
subsidiary, associate and joint of the Company.
34. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT
RELATES AND THE DATE OF THE REPORT:
There was a fraud unearthed by the company while finalizing the accounts of the Company
for the financial year ending 31st March 2023. The initial disclosure was made
to stock exchange on 25th May 2023 and the final disclosure was made on 17th
July 2023. Other than these, there have been no material changes and commitment that would
have an impact on the financial positions of the Company occurred between the end of the
FY 2022-23, to which this financial statement relates, and the date of this report.
35. COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company has devised robust systems to ensure compliance with the applicable
Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).
During the year under review, the Company has diligently complied with all the relevant
provisions of these secretarial Standards.
36. INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has implemented a policy on prevention, prohibition and redressal of sexual
harassment at workplace in line with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder.
Furthermore, the Company has constituted an Internal Complaints Committee under Section 4
of the said Act. There were no complaints received by the Committee on sexual harassment
during the Financial Year under review.
37. VALUATION FOR ONE TIME SETTLEMENT WITH BANK AND FINANCIAL INSTITUTION:
The Company has not made any valuation for one-time settlement with banks and financial
Institution. Hence, there is no reason for elaboration on the said aspect.
38. DISCLOSURE IN RESPECT OF STATUS OF APPLICATION OR PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016:
During the year under review, no application was made or any proceedings were pending
against the Company under the Insolvency and Bankruptcy Code, 2016.
ACKNOWLEDGEMENT:
The Directors of Company express their heartfelt gratitude and appreciation to all the
stakeholders, including bankers, clients, employees, and the investing community, for
their unwavering assistance, cooperation, and support to the company. We sincerely
acknowledge the contributions of every member of our organization, as their dedication and
efforts have been instrumental in our success.
We eagerly look forward to the continued support and collaboration of all stakeholders
in the future.
For and on behalf of the Board of Directors,
| SD/- |
SD/- |
| ANIL NAGPAL |
HARISH AGARWAL |
| MANAGING DIRECTOR |
DIRECTOR |
| DIN: 01302308 |
DIN: 02185002 |
+91-9892691696
