To,
The Members,
Neogem India Limited
The Directors presents the Thirty-Second Annual Report of the Company and the
Audited Statements of Accounts for the financial year ended 31st March, 2023.
1. Financial Summary or highlights/performance of the Company:
The financial highlights of the Company, for the year ended 31st March, 2023
is summarized below:
(Rs. In Lakhs)
Sr.
No. |
Particulars |
For the year ended 31st March 2023 |
For the year ended 31st March 2022 |
1.1 |
Revenue from Operations |
- |
- |
1.2 |
Other Income |
0.97 |
4.79 |
1.3 |
Total Expenditure |
8.31 |
11.42 |
1.4 |
Profit for the year before tax |
-7.34 |
-6.63 |
1.5 |
Less: Current Tax |
- |
- |
|
Deferred Tax |
- |
- |
1.6 |
Profit After Tax & before Other comprehensive income (OCI) |
-7.34 |
-6.63 |
1.7 |
Other comprehensive income |
0 |
0 |
1.8 |
Other comprehensive income for the year, net of tax |
0 |
0 |
1.9 |
Profit after Tax (PAT) & after OCI |
-7.34 |
-6.63 |
During the year under review, there was no revenue from operational activity. The
Company has stopped its production activities since Jan 2018. The Company has suffered a
loss of Rs. 7.34 lakhs /-in the financial year 2022-23.
Further due to financial crunch, the Company could not repay the working capital loan
(secured) to Punjab National Bank and Bank of India, accordingly the accounts of the
Company has been classified as nonperforming assets by the respective banks with effect
from 31st March, 2016. Pending confirmation received of the amount payable to
Banks, the Company has not provided for interest payable in the financial statement till
31st March, 2023, since the same is not quantifiable and accordingly the loss
for the year is understated to that extent..
The Management of the Company has been putting in its best efforts to reduce the loss
and is hopeful for better results in the coming years.
2. Dividend:
In view of loss incurred by the Company, your Directors do not recommend any dividend
for the financial year ended 2022-23.
3. Reserves:
The Board does not propose to carry any amounts to reserves.
4. Brief description of the Companys working during the year/ state of Companys
affair:
The Company has currently stopped production of Jewellery. Due to fierce competition
and adverse market conditions, the business could not survive. However, the management is
putting in every effort to revive the business.
5. Change in the nature of business, if any:
During the year there was no change in nature of business.
6. Material changes and commitments, if any, affecting the financial position of the
Company which have occurred between the end of the financial year of the Company to which
the financial statements relate and the date of the report:
No material changes have occurred subsequent to the close of the financial year of the
Company to which the balance sheet relates and the date of the report.
7. 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 and material orders passed by the regulators or courts or
tribunals impacting the going concern status and Companys operations in future.
However, the management hereby informs that the Bank accounts of the Company have been
freezed by the Dy. Commissioner of Sales Tax, Maharashtra since March 22, 2021. Further,
due to freezing of bank accounts, the Company could not pay the Annual Listing Fees to BSE
Limited and consequently, the trading in securities of the Company is suspended by BSE
Limited due to non-payment of Annual Listing Fees w.e.f. July 12, 2022 and demat accounts
of the promoters and promoter group have been freezed.
8. Details of Holding/Subsidiary/Joint Ventures/Associate Companies:
The Company did not have any Holding/Subsidiary Company/Joint Venture/Associate Company
during the year under review. Accordingly, the following disclosures are not applicable:
• Form AOC-1 pursuant to first proviso to sub-section (3) of section 129 of the
Companies Act, 2013 read with rule 5 of the Companies (Accounts) Rules, 2014) under
section 134of the Companies Act, 2013, in Form AOC - 1.
• Highlights of performance of subsidiaries, associates and joint venture
companies and their contribution to the overall performance of the Company pursuant to
Rule 8(1) of the Companies (Accounts) Rules, 2014) under section 134of the Companies Act,
2013.
• Receipt of commission from any holding company or subsidiary company by a
Director of the Company.
9. Statutory Auditors:
M/s. Ashok Bairagra & Associates, Chartered Accountants (Firm Registration No.
118677W) were appointed as the Statutory Auditors of the Company to hold office for a
period of five consecutive years starting from the conclusion of the Thirty First Annual
General Meeting (AGM) held on 30th September, 2022 until the conclusion of the
Thirty Sixth AGM of the Company to be held in the year 2027.
10. Auditors Report:
There is observation/ qualification contained in the Auditors Report The managements
reply to the observation of the Statutory Auditor is as under:
Sr.
No. |
Auditors Observation |
Reply of Management |
1. |
The Company is unable to repay its liabilities (current &
Non-current) as on 31st March, 2023. These events indicate a material
uncertainty that may cast doubt on the Companys ability to continue as a growing concern
and therefore it may be unable to realize its assets and discharge its liabilities in the
normal course of business. The financial statements (notes thereto) do not disclose this
fact. |
Though the Company has stopped its manufacturing activity, the
management is putting in best efforts to bring a turn around and is hopeful of successful
revival and thus, the annual accounts are prepared on a going concern basis. |
11. Reporting of fraud by statutory auditors:
During the year under review, there were no instances of material or serious fraud
falling under Section 143 (12) of Companies Act, 2013 and Rule 13(1) of the Companies
(Audit and Auditors) Rules, 2014, by officers or employees reported by the Statutory
Auditors of the Company during the course of the audit.
12. Management Discussion And Analysis:
The Management Discussion and Analysis Report for the financial year under review as
stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations ("Listing Regulations") is annexed as a part of this
Annual Report as Annexure 1.
13. Annual Return:
Pursuant to Section 92(3) and 134(3)(a) of the Companies Act, 2013 read with Rule 12(1)
of the Companies (Management and Administration) Rules, 2014, the Annual Return in Form
MGT-7 for the year ended March 31, 2023, is placed on website of the Company, at the
following https://neogemindia.com/pdf/Form-MGT-7- March-31-2023.pdf and which shall
be treated as part of this Report.
14. Conservation of energy, technology absorption and foreign exchange earnings and
outgo:
The information required under Section 134(3)(m) of the Companies Act, 2013, read with
the Companies (Accounts) Rules, 2014 with respect to conservation of energy, technology
absorption & foreign exchange earnings / outgo is given below:
A. Conservation of energy:
i. The steps taken or impact on conservation of energy:
Though our operations are not energy- intensive, efforts have been made to conserve
energy by utilizing energy- efficient equipments.
ii. The steps taken by the Company for utilising alternate sources of energy:
The Company is using electricity as the main source of energy and is currently not
exploring any alternate source of energy.
iii. The capital investment on energy conservation equipments:
N.A.
B. Technology absorption:
i. The efforts made towards technology absorption:
The Directors are in constant touch with ongoing research to upgrade and absorb
improved technology for better line of products and to yield better quality, cost
reduction.
ii. The benefits derived like product improvement, cost reduction, product development
or import substitution:
Utilisation of indigenous raw material has led to cost reduction.
iii. In case of imported technology (imported during the last three years reckoned from
the beginning of the financial year):
No technology has been imported by the Company.
iv. The expenditure incurred on Research and Development: Nil
C. Foreign exchange Earnings and Outgo:
1. The Company is engaged in activates relating to exports and taking measures for
increasing exports, developing new export markets for production and formulating export
plans.
2. Total foreign exchange used and earned:
Particulars |
2022-23 |
2021-22 |
Foreign exchange earned on F.O.B. basis |
0.00 |
0.00 |
Foreign exchange outgo |
0.00 |
0.00 |
15. Directors and Key Managerial Personnel:
A. Changes in Directors and Key Managerial Personnel:
In accordance with the provisions of the Companies Act, 2013 read with the applicable
rules thereto, including any statutory modification(s) or re-enactment thereof for the
time being in force (the Act), Mr. Gaurav Mahindra Doshi (DIN: 00166703), who is liable
to retire by rotation at the ensuing Annual General Meeting and being eligible, offers
himself for appointment.
Brief resume of the director proposed to be re-appointed and relevant information
including nature of his expertise in specific functional areas, qualifications, terms of
appointment, details of remuneration, names of the Companies in which he holds
directorship and the memberships/chairmanships of Committees of the Board, his
shareholding in the Company, etc., as stipulated under the Listing Regulations and
Secretarial Standards have been furnished separately in the Notice convening this AGM.
There, were no changes in the composition of the Board during the year under review.
B. Statement on Independent Directors declaration and disclosure of
disqualification by the Directors:
The Company has received the declaration u/s 149(7) of the Act from the Independent
Director, Mrs. Renu Kathuria (DIN: 01669882) of the Company confirming that she meets the
criteria of Independence as prescribed both under the Act and the Securities and Exchange
Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015
(Listing Regulations) and in the opinion of the Board of Directors, the Independent
Director fulfill the criteria of independence as provided under the Act, rules made
thereunder, read with the Listing Regulations and that she is independent of the
management. In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the
Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Director
of the Company has confirmed that she has registered herself with the databank maintained
by The Indian Institute of Corporate Affairs at Manesar (IICA).
C. Board Evaluation:
Pursuant to the provisions of the Companies Act, 2013 and the Securities and Listing
Regulations, the Board has carried out an annual performance evaluation of its own
performance, of individual Directors as well as the evaluation of the working of its
Audit, Nomination & Remuneration and Stakeholders Relationship Committees. The
Directors were evaluated on aspects such as attendance and contribution at Board and
Committee meetings, communicating inter se board members and guidance and support to the
management outside Board and Committee meetings. The Board approved the evaluation results
as collated by the Nomination and Remuneration Committee.
D. Directors:
i. Independent Director:
In accordance with the criteria suggested by the Nomination and Remuneration Committee,
the performance of the independent director was evaluated by the entire Board of Directors
(in the absence of the director getting evaluated) on various parameters like engagement,
leadership, analysis, decision making, communication, governance, interest of
stakeholders, etc. The Board was of the unanimous view that the Independent Director was a
reputed professional and brought her rich experience to the deliberations of the Board.
The Board also appreciated the contribution made by the Independent Director in guiding
the management to achieving higher growth and continuance of the independent director on
the Board will be in the interest of the Company.
ii. Non-Independent Directors:
The performance of all the non-independent directors was evaluated by the Independent
Directors at their separate meeting. Further, their performance was also evaluated by the
Board of Directors. The various criteria considered for the purpose of evaluation included
leadership, engagement, transparency, analysis, decision making, functional knowledge,
governance, stakeholders etc. The Board was of the unanimous view that all the
non-independent directors were providing good business and people leadership.
iii. Familiarization Programme to Independent Directors:
Since the company comes under the exception case as per Regulation 15(2) SEBI (Listing
Obligations and Disclosure Requirements) Regulations 2015, the Company does not have to
conduct such programme. However, on appointment of any Director as well as in every Board
Meeting, the Directors are periodically updated about the business model, their roles and
responsibilities as well as financial position and workings of the Company.
16. Details of Committees of the Board:
Currently, the Board has 3 Committees: the Audit Committee, Nomination and Remuneration
Committee and Stakeholders Relationship Committee. The Composition of various committees
and compliances, as per the applicable provisions of the Companies Act, 2013 and the Rules
thereunder and Listing Regulations, are as follows:
A. i. Audit Committee:
The Board has constituted an Audit Committee comprising of Mrs. Renu Kathuria (DIN:
01669882), Independent Director as the Chairperson of the Committee, Mr. Ronak Doshi (DIN:
00102959), Whole- Time Director and CFO and Mr. Gaurav Doshi (DIN-00166703), Managing
Director as the members of the Committee.
The recommendations of the Audit Committee are always welcomed and accepted by the
Board hence there is no further explanation to be provided for, in this Report and all the
major steps impacting the financials of the Company are undertaken only after the
consultation of the Audit Committee.
A. ii. Details of establishment of vigil mechanism for directors and employees:
The Company has established vigil mechanism pursuant to Section 177(9) of the Companies
Act, 2013 for Directors and Employees to report their genuine concerns / instances of any
unethical / improper activity, directly to Mrs. Renu Kathuria (DIN: 01669882), Chairperson
of the Audit Committee, as a Protected Disclosure and has also taken steps to safeguard
any person using this mechanism from victimization and in appropriate and exceptional
cases.
B. Nomination and Remuneration Committee:
The Nomination and Remuneration Committee comprises of Mrs. Renu Kathuria (DIN:
01669882), Independent Director as the Chairperson of the Committee, Mr. Ronak Doshi (DIN:
00102959), Whole- Time Director and CFO and Mr. Gaurav Doshi (DIN-00166703), Managing
Director as the members of the Committee. The Committee has framed a policy to determine
the criteria and qualification for appointment of Directors, positive attributes,
independence of Director, attributes for appointment and basis of determination of
remuneration and performance evaluation of all the Directors, Key Managerial Personnel and
other employees and methods for their sustainability. The detailed policy is also posted
onto the website of the Company at
thehttp://www.neogemindia.com/pdf/Nomination-and-Remuneration-Policy.pdf
C. Stakeholders Relationship Committee:
The Stakeholders Relationship Committee comprises of Mrs. Renu Kathuria (DIN
01669882), Independent Director as the Chairperson of the said Committee and Mr. Ronak
Doshi (DIN:00102959), Whole-time Director and Mr. Gaurav Doshi (DIN-00166703), Managing
Director are the members of the Committee. The role of the Committee is to consider and
resolve securities holders complaint. The meetings of the Committee are held once in a
quarter and the complaints are responded within the time frame provided.
17. Secretarial Auditor and its Report:
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
have appointed M/s Hemanshu Kapadia & Associates, Company Secretaries in Practice to
undertake the Secretarial Audit of the Company for FY 2022 - 23. The Report of the
Secretarial Auditor is annexed herewith as Annexure 2. The managements replies to
the observations of the Secretarial Auditors are as under:
Sr.
no. |
Auditors Observations |
Reply of Management |
1. |
The Company has not appointed Internal Auditor |
Though the Company has not formally appointed Internal Auditor, in
accordance with the size of the Company, the Company has proper internal control systems
& procedures in place. |
2. |
The composition of Audit and Nomination and Remuneration
Committee is not as per the Companies Act, 2013. |
The Company has one Non-Executive Independent Director and is in
search to appoint more NonExecutive Independent Directors. |
3. |
The Company has not appointed Company Secretary as required
under Section 203 of the Companies Act, 2013 and as required under Regulation 6 of the
SEBI (Listing Obligations and Disclosure requirements) Regulations 2015 a qualified
company secretary is not appointed as the Compliance Officer. |
The Company is searching for a suitable candidate & shall appoint
a Whole-time Company Secretary on finding the right candidate. |
4. |
The Company has not paid its listing fees for the financial year
2022-23. |
The management hereby informs that the Bank accounts of the Company
have been freezed by the Dy. Commissioner of Sales Tax, Maharashtra since 22nd
March 2021. Therefore Company could not able to pay the listing fees |
5. |
Under Regulation 5 of the SEBI (Prohibition of Insider Trading)
Regulations, 2015, the Company is not maintaining structured digital database with
internal checks and controls like time stamping and audit trails of the nature of
unpublished price sensitive information (UPSI) and names of persons having UPSI along with
other details |
The Company is maintaining the same in Excel. |
18. Number of meetings of the Board of Directors:
The Board of Directors met five (5) times during the Financial Year. The intervening
gap between any two meetings was not more than prescribed days under the Companies Act,
2013. Details of dates of Board meeting are as under:
Sr. No. |
Type of Meeting |
Date |
1. |
Board Meeting |
May 30, 2022 |
2. |
Board Meeting |
August 12, 2022 |
3. |
Board Meeting |
September 01, 2022 |
4. |
Board Meeting |
November 14, 2022 |
5. |
Board Meeting |
February14, 2023 |
19. Particulars of loans, guarantees or investments under section 186:
During the year under review, the Company has not provided any loans, made investments,
gave guarantees or subscribed/purchased securities under Section 186 of the Companies Act,
2013.
20. Particulars of contracts or arrangements with related parties:
The Company, during the year, has not entered into any transaction, as specified under
Section 188(1) of the Companies Act, 2014 with any related parties. Accordingly, the
disclosure of Related Party Transactions to be provided under section 134(3)(h) of the
Companies Act, 2013, in Form AOC - 2 is not applicable.
21. Deposits:
The Company has neither accepted nor invited any deposit from the public within the
meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of
Deposit Rules) 2014.
However, as disclosed in Note No. 7 forming part of Balance Sheet, the company is
having outstanding balance of unsecured loan of Rs. 310 lakhs as on 31.03.2023 from
Directors of the Company for which proper declaration has been furnished by them as
required under Rule 2(viii) of the Companies (Acceptance of Deposits) Rules, 2014 during
the period under review.
22. Voting Rights of Employees:
During the year under review the company has not given loan to any employee for
purchase of its own shares as per section 67 (3) (c) of Companies Act, 2013. Therefore,
the Company is not required to make disclosure as per rule 16 (4) of Companies (Share
Capital and Debentures) Rules, 2014.
23. Disclosure Regarding Issue of Employee Stock Options:
The Company has not issued shares under employees stock options scheme pursuant to
provisions of Section Rule 12(9) of Companies (Share Capital and Debenture Rules, 2014).
So the question does not arise about voting rights not exercised by employee.
24. Disclosure regarding issue of sweat equity shares:
The Company has not issued sweat equity shares pursuant to provisions of Section 54
read with Rule 8 of Companies (Share Capital and Debenture Rules, 2014) during the
financial year.
25. Directors Responsibility Statement:
Pursuant to Sections 134(3)(c) & 134(5) of the Companies Act, 2013, the Board of
Directors of the Company hereby 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 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 at the end of the financial year and of
the profit and loss of the Company for that period;
c) the Directors had 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 had prepared the annual accounts on a going concern basis;
e) the Directors had laid down internal financial controls to be followed by the
Company & that such internal financial controls are adequate and were operating
effectively; and
f) the Directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
26. Managerial Remuneration:
A. Details of the remuneration of each director to the median remuneration of the
employees of the Company and other details as required pursuant to Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not
applicable as the Company does not have any employees on its payroll as at 31st
March 2023 and none of the Directors or Key Managerial Personnel has drawn any
remuneration during the financial year 2022-23.
B. Details of the top ten employees in terms of remuneration drawn falling within
the preview of Section197 of the Companies Act, 2013, read with Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable as
the Company did not have any employee on its payroll.
27. Report on Corporate Governance:
As per the provisions of Securities and Exchange Board of India (Listing Obligations
and Disclosures Requirements) Regulations, 2015, the provisions of Corporate Governance
are not applicable to your Company. Thus, the Company is not required to annex a Report on
Corporate Governance.
28. Corporate Social Responsibility (CSR):
In line with the provisions of the Companies Act, 2013 and the rules framed there under
with respect to the Corporate Social Responsibility (CSR), your Company is not governed by
the provisions of Section 135 of the Companies Act, 2013 and Companies (Corporate Social
Responsibility Policy) Rules, 2014. So, the Company is not required to formulate a policy
on CSR and was not required to constitute a CSR Committee.
29. Risk Assessment and Management:
Your Company has a well-defined Risk Management System in place, as a part of its good
Corporate Governance practices. The Board of Directors mitigates plans and reviews these
risks from time to time and discusses the same in the Board meetings.
30. Internal Financial Control System and their Adequacy:
Internal Financial Controls are an integrated part of the risk management process,
addressing financial and financial reporting risks. The management exercises financial
control on the operations through a well- defined budget monitoring process and other
standard operating procedures. In addition to the above, the Audit Committee and the Board
specifically review the Internal Control and Financial Reporting process prevalent in the
Company. Assurance on the effectiveness of internal financial controls is obtained through
management reviews, control self-assessment and continuous monitoring by functional
experts. At the end of the period, the CFO gives a declaration in the appropriate format
to certify that the financial statements prepared are accurate and complete in all aspects
and that there are no significant issues that can impair the financial performance of the
Company.
31. Secretarial Standards:
The Company complies with the Secretarial Standards 1 and 2 issued by Institute of
Company Secretaries of India.
32. Disclosure under the Sexual Harassment of Women at work place (Prevention,
Prohibition and Redressal) Act, 2013:
As at 31st March, 2023, there are no employees on the payroll of the Company
and thus, the Company was not required to constitute Internal Complaints Committee under
the Sexual Harassment of Women at work place (Prevention, Prohibition and Redressal) Act,
2013.
33. Cost Audit:
The Company does not fall within the provisions of Section 148 of the Companies Act,
2013 read with the Companies (Cost Records and Audit) Rules, therefore no such records
required to be maintained.
34. Other Disclosures/Reporting:
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under review:
a) Issue of equity shares with differential rights as to dividend, voting or otherwise.
b) Names of the Companies who have become or ceased to be its Subsidiaries, joint
ventures or associate companies during the year.
c) Details of application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end
of the financial year.
d) Details of difference between amount of the valuation done at the time of one time
settlement and the valuation done while taking loan from the Banks or Financial
Institutions along with the reasons thereof.
35. Acknowledgements:
The Board of Directors expresses their deep gratitude for the co-operation and support
extended to the Company by its customers, suppliers, Bankers and various Government
agencies. Your Directors also place on record the commitment and involvements of the
employees at all levels and look forward to their continuous co-operation.
For and on behalf of the Board of Directors
|
Gaurav Doshi
Chairman & Managing Director
DIN-00166703
Registered Office:
G-32, Gems & Jewellery Complex III,
Seepz (SEZ), Andheri (E), Mumbai-400 096 CIN: L36911MH1991PLC063357 |
Date: 11th August, 2023 Place: Mumbai |
|
+91-9892691696
