DEAR SHAREHOLDERS
Your Board of Directors have pleasure in presenting 31st Annual Report of
the company on the business and operations of the company along with Audited Financial
Statements for the financial year ended March 31, 2023.
FINANCIAL RESULTS
The financial results of the company operations for the year under review and those of
the previous years are as follows:
|
|
(Rs. In Lacs) |
| PARTICULARS |
CURRENT YEAR |
PREVIOUS YEAR |
| Revenue from operations |
27.44 |
15.81 |
| Other Income |
16.79 |
10.85 |
| Profit (Loss)/before extraordinary Items and tax |
(13.41) |
4.12 |
| Less extraordinary items |
- |
- |
| Profit/(loss) before tax |
(13.41) |
4.12 |
| Dividend |
- |
- |
PERFORMANCE OF THE COMPANY
The Directors of the company shall continue their endeavor to improve the trend of
growth in the coming years.
AUDITORS
Pursuant to the provisions of section 139 and 142 and all other applicable provisions,
if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules
2014, including any statutory re-enactment(s) or modification(s) thereof for the time
being in force, M/s. Sunita Aggarwal & Co, Chartered Accountants (FRN: 515225C),
appointed as the Statutory Auditors of the Company to hold office from the conclusion of
this Annual General Meeting (AGM) till the conclusion of the AGM of the Company to be held
in the year 2024 at a remuneration to be decided by the Board of Directors in consultation
with the Auditors.
DIRECTORS
All independent Directors have confirmed that they are complying with the requirement
of Section 149(6) of the Companies Act, 2013 and applicable provisions of SEBI (Listing
Obligations and Disclosure Requirements) Regulation, 2015.
Mr. Rajesh Arora, director of the company, retires by rotation at the ensuing Annual
General Meeting and being eligible offers himself for re-appointment. Details of the
Director seeking re-appointment are provided in the corporate governance report forming
part of this report. The Board recommends his appointment for consideration of members of
the company at the ensuing Annual General Meeting.
DIRECTORS RESPONSIBILTY STATEMENT
Pursuant to clause (c) of the provisions of Section 134(3) of the Companies Act, 2013,
the Directors hereby confirm the responsibility for the integrity and objectivity of the
Profit & Loss Account for the year ended 31st March, 2023 and the Balance
Sheet as at that date ("Financial Statements") and confirm that:
1. In the preparation of the annual accounts for the year ended March 31, 2023 the
applicable accounting standards read with requirements set out in the Companies Act, 2013
have been followed and there are no material departures from the same.
2. We have selected such accounting policies that are reasonable, prudent and applied
them consistently and made judgments and estimates so as to give a true and fair view of
the state of affairs of the company as at March 31, 2023 and of the profit of the company
for the year ended on that date.
3. We have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safe guarding the
assets of the company and for preventing and detecting fraud and other irregularities.
4. We have prepared the annual returns of the company on a going concern basis.
5. We have laid down internal financial controls to be followed by the company and that
such internal financial controls are adequate and were operating effectively.
6. We have devised proper systems to ensure compliance of all applicable laws and that
such systems were adequate and operating effectively.
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, work performed by the internal, statutory and
secretarial auditors the reviews performed by management and the relevant board
committees, including the audit committee, the board is of the opinion that the Companys
internal financial controls were adequate and effective during the financial year
2022-2023.
SECRETARIAL AUDITORS REPORT
The Board of Directors in its Board Meeting held on May 26, 2023 has appointed Mr.
Chetan Gaur, Company Secretary in whole time practice having Membership no 37455 and
Certificate of practice no 19223, to conduct Secretarial Audit for the Financial Year
2022-2023 under the provisions of Section 204 of the Companies Act, 2013. The Secretarial
Auditors Report (MR-3) enclosed herewith as Annexure-A which forms part of this report.
REGISTRATION WITH RESERVE BANK OF INDIA AS NBFC
The company is registered with the Reserve Bank of India as a NBFC within the
provisions of the NBFC (Reserve Bank of India) Directions, 1998.
INFORMATION PURSUANT TO THE PROVISIONS OF PARA 10 OF NON-BANKING FINANCIAL COMPANIES
(RBI) DIRECTIONS, 1977.
Neither the Company has accepted any Public Deposits during the year nor the Company is
holding prior Public Deposits, therefore the information called for is not applicable.
CORPORATE GOVERNANCE REPORT, MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The company is committed to maintain the higher standards of corporate governance. Your
Directors adhered to the requirements set out in the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and have implemented
all the prescribed requirements. Pursuant to Regulation 34(3) of the SEBI LODR. The
Reports on Corporate Governance with auditors certificate thereon and Management
Discussion and Analysis have been incorporated in the Annual Report and form an integral
part of the Boards report.
OTHER DISCLOSURES UNDER COMPANIES ACT, 2013
1. Number of Board Meetings
The Board met seven times during the Financial Year 2022-2023, the details of the Board
Meetings and attendance of the Directors are provided in the Corporate Governance Report
that forms part of this Annual Report. The Intervening gap between any two meetings was
within the period prescribed by the Companies Act, 2013. The dates are May 7, 2022; May
26, 2022; August 9, 2022; September 9, 2022; November 14, 2022; February 8, 2023 and March
24, 2023.
2. Composition of Audit Committee
The details pertaining to composition of audit committee are given in the Corporate
Governance Report, which forms part of this Annual Report.
3. Related Party Transactions
All the related party transactions are entered on arms length basis and in the
ordinary course of business. The Company has complied with all the applicable provisions
of the Act and SEBI LODR in this regard. The particulars of every contract or arrangements
entered into by the Company with related parties referred to in sub-section (1) of Section
188 of the Companies Act, 2013 including an arms length transactions under third proviso
thereto are disclosed in Form No. AOC -2 attached as Annexure B.
4. Particulars of Loans, Guarantees and Investments
The particulars of loans, guarantees and investments have been disclosed in the
financial statements.
5. Fixed Deposits
Company has not accepted any deposits within the meaning of Section 73 of the Companies
Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
6. Comments on Auditors Report
There is no adverse remark or comments in Statutory Auditors report and therefore no
comments are required in the Directors report.
7. Vigil Mechanism and Whistle Blower Policy
In pursuance of Section 177(9) of the Companies Act, 2013 and the SEBI LODR, the
company has in place a Vigil Mechanism/Whistle Blower Policy for Directors and employees
to report genuine concern. More details pertaining to the same are given in the Corporate
Governance Report.
8. Nomination & Remuneration & Evaluation Policy
In Pursuant to provisions of Section 178 of the Companies Act, 2013 and SEBI LODR, the
Board of Directors have approved Nomination & Remuneration & Evaluation policy for
appointment, remuneration and evaluation of the Directors, key management personnel and
senior management personnel. The details of the Nomination,
Remuneration Committee, Nomination & Remuneration & Evaluation Policy and
annual evaluation carried out by the Board of Directors are given in the Corporate
Governance Report.
9. Particular of Employees and Analysis of Remuneration.
Particular of employees and analysis of remuneration as required under Section 197(12)
of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and remuneration
of Managerial Personnel) Rules 2014 are enclosed in Annexure- C.
10. Miscellaneous Disclosures
i. The details about risk management have been given in the Management discussion and
analysis.
11. There is no material change and commitments affecting the financial position of the
company which has occurred between the end of the financial year and the date of the
report.
iii. The company does not have any subsidiary and joint venture companies.
iv. There is no significant and material order passed during the year by the
regulators, courts, tribunals which can impact the going concern status and the Companys
operations in the future.
v. During the year the company has not received any complain under the sexual
harassment of women at work place (Prevention, Prohibition and Redressal), Act, 2013.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The company is a NBFC, therefore the information with regard to conservation of energy,
technology absorption as required by the Companies (Accounts) Rules, 2014 relating to
conservation of energy and technological absorption do not apply and hence no disclosure
is being made in this report.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
| Particulars |
Current Year (2022-2023) |
Previous Year (2021-2022) |
| (a) Foreign Exchange Inflow |
Nil |
Nil |
| (b) Foreign Exchange Outflow |
Nil |
Nil |
ACKNOWLEGEMENTS
Directors wish to express their grateful appreciation for assistance and cooperation
received from shareholders for their support, faith and confidence in the company. Your
directors place on record their sincere appreciation for the guidance, support and
co-operation of our auditors, the legal advisors and bankers.
|
For and on behalf of the Board of Directors |
|
Sd/- |
| Date: 08/08/2023 |
Rajesh Arora |
| Place: New Delhi |
Director |
|
DIN: 00662396 |
+91-9892691696
