Dear Shareholders,
Your Directors are pleased to present herewith the 31 "Annual Report on the business and operations of the Company and the Audited Accounts for the year ended 31st March, 2023.
1. Financial Results and Operations
The summarized financial results for the year ended 31" March 2023 as compared with the previous year are as under:
Rs in Lakhs
S.No | Particulars | For the Year 2022-23 | For the Year 2021-22 |
a. | Total Income | 292.13 | 287.91 |
b. | Profit before Interest, Depreciation | 52.13 | 33.06 |
c. | Less: Interest | 35.57 | 19.15 |
d. | Less: Depreciation | 11.26 | 13.50 |
e. | Profit before Tax | 5.30 | 0.41 |
f. | Less: Provision for Income Tax | 0.50 | 2.50 |
g. | Add: Deferred Tax | 0.42 | 0.06 |
h. | Less: MAT Credit Entitlement | (0.83) | (0.06) |
I. | Net Loss / Profit | 4.80 | (2.09) |
The Revenue from operations for the year ended 31st March, 2023 is 178.35 lakhs, as against 178.32 lakhs for the previous corresponding year. The Company has earnd a net profit of 4.80 lakhs as against net loss of 2.09 lakhs for the previous year.
As the shareholders were informed earlier, the Company has closed the operations and currently not doing much operations activity. The Company has proposed to do few activities and changed its main objects in June 2018 but the same were not materialized. In view of this, the Company has now intended to pursue new activities in order to achieve the new set of goals and objects i.e., business of construction as Contractors, Builders, Infrastructure developers, Real estate developers. The amendment of main objects is proposed to be passed through postal ballot as per the provisions of the Companies Act, 2013.
2. Dividend
In view of the insufficient profits, your Directors could not recommend any dividend for this year.
3. Deposits from public
The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.
4. Transfer to the Reserves
No amount was transferred to the Reserves for the year ending 31.03.2023.
5. Board of Directors and Key Managerial Personnel
I. Composition of Board: The Company has an Executive Chairman and the Company has optimum combination of Executive and Non-Executive Directors. Half of the Board of Directors are Non-Executive Directors. The Board comprises of two Independent Directors.
ii. Board and Committee Meetings: None of the Directors on the Board is a member of more than 10 committees or Chairman of more than 5 committees across all the Companies in which he is a Director. Necessary disclosures regarding committee positions in other public companies as at 31st March 2023 has been made by the Directors.
iii. The names and categories of the Directors on the Board, their attendance at Board Meetings held during the year and at the last Annual General Meeting and also the number of other directorships and committee memberships held by them are given below:
Name | Category | No. of Board Meetings held during the Year 2022-23 |
Whether attended last AGM held on 29th September, 2022 | No. of Director ships in all companies | No. of Committee positions held |
||
Held | Attended | Chairman | Member | ||||
Shri Pankaj Goel | Promoter Executive | 5 | 5 | Y | 4 | Nil | 2 |
Shri Paras Goel | Promoter Executive | 5 | 5 | Y | 4 | Nil | 1 |
Smt. Nita Goel | Promoter Non Executive - Women Director | 5 | 5 | Y | 1 | Nil | Nil |
Shri Aman Goel | Promoter Executive | 5 | 5 | Y | 2 | Nil | Nil |
Shri Manohar Ramavat | Non Executive - Independent | 5 | 5 | Y | 2 | 2 | Nil |
Shri Sandeep Gupta | Non Executive - Independent | 5 | 5 | Y | 1 | Nil | 1 |
iv. Five (5) Board Meetings were held during the year 2022-23 on 04.04.2022, 23.05.2022, 08.08.2022, 11.11.2022 and 03.02.2023.
v. The details relating to appointment/re-appointment of Directors as required under Regulation 36(3) of SEBI (LODR) Regulation, 2015 are provided in the Notice to the Annual General Meeting.
In accordance with the requirements of the Companies Act, 2013 and the Articles of Association of the Company Mr. Pankaj Goel and Mr. Paras Goel, Directors retires by rotation and offers themselves for re-appointment. Mr. Aman Goel is proposed to be reappointed as Executive Director of the Company as mentioned in the notice. Your Board of Directors recommends their re-appointment and their brief profile has been provided elsewhere in this Annual Report.
Pursuant to the provisions of section 203 of Companies Act, 2013, the key managerial personnel of the Company are — Shri. Pankaj Goel, Managing Director, Mr. T.Brahmaiah, Chief Financial Officer and Mr. Shashank Jain, Company Secretary.
Statement on Declaration given by Independent Directors under sub-Section (6) of Section 149
The Independent Directors have submitted the Declaration of Independence, as required pursuant to Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of Independence as provided in sub-section (6) and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").
6. Evaluation of the Boards Performance
Pursuant to the provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as evaluation of the workings of its Board Committees.
A meeting of the Independent Directors was held on 3 d February 2023, which reviewed the performance of Non-Independent Directors, Chairman and the quality of the information and follow up action is being taken on suggestions made therein.
7. Familiarization Program for Independent Directors
The Company has formulated a familiarization program for the Independent Directors to provide insights into the Company to enable the Independent Directors to understand its business in depth and contribute significantly to the Company.
8. Nomination and Remuneration Policy
The Company follows a policy on remuneration of Directors and Senior Management Employees. The policy is approved by the Nomination and Remuneration Committee and the Board. The Company while deciding the remuneration package of the management takes into consideration the employment scenario, remuneration package of the industry, financial performance of the Company and talents of the appointee. The Executive Directors and Non Independent Directors of the Company are not entitled to sitting fees.
Details of remuneration paid to the Executive Directors:
Name | Designation | Salary & Commission (Rs) | Perquisites (Contribution to P.F) (Rs) | Total (Rs) |
Shri. Pankaj Goel | Managing Director | 7,50,000 | - | 7,50,000 |
Shri. Paras Goel | Managing Director | 7,50,000 | - | 7,50,000 |
Shri. Aman Goel | Whole-time Director | - | - | - |
Sitting Fees: Nil
9. Directors Responsibility Statement
In accordance with clause (c) of sub-section 3 of section 134 of the Companies Act, 2013, the Directors of the Company state:
a. That in the preparation of the accounts for the financial year ended 31st March, 2023; the applicable accounting standards have been followed along with proper explanation relating to material departures.
b. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 of the Company for the year under review.
c. That 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 safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.
d. That the Directors have prepared the accounts for the financial year ended 31st March 2023 on a going concern basis.
e. That the Directors have laid down internal financial controls to be followed by the Company and that such financial controls are adequate and operating effectively.
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 efficiently.
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory auditors and external consultants and 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 2022-23.
10. Auditors
a) Statutory Auditors
M/s. Rakesh S Jain & Associates, Chartered Accountants, Hyderabad (Firm Regn. No. 010129S) were appointed as statutory Auditors at the 27h AGM for a period of 5 years and continues to be the Auditors of the Company.
The Auditors Report to the Shareholders for the year under review does not contain any Qualifications.
b) Internal Auditors
The Board of Directors based on the recommendation of the Audit Committee has reappointed M/s.Luharuka & Associates, Chartered Accountants, as the Internal Auditors of your Company. The Internal Auditors are submitting their reports on quarterly basis.
c) Secretarial Auditors
The Board has appointed Mrs. N. Madhavi, Company Secretary in Practice, to carry out the Secretarial Audit under the provisions of section 204 of the Companies Act, 2013 for the financial year 2022-23. The Report of the Secretarial Auditor is annexed to this report as Annexure - A.
The shareholding of Ms. Prabha B Kedia, relative of a Director, erroneously shown earlier in ‘Public category was included in ‘Promoter category during the year under review.
11. Particulars of Employees
No employee in the organization was in receipt of remuneration, which requires disclosure under section 197 of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
12. Corporate Governance
As per reg. 15 (2) of SEBI (LODR) Regulations, 2015 provisions of Corporate Governance are not applicable to the Company for FY 2022-23. Relevant certificate forms part of this Annual Report.
13. Risk Management Policy
The Company has instituted a proper mechanism for identifying and establishing controls to effectively manage different kinds of risks. At present the threats, risks and concerns being felt are stiff competition in the market, consolidation of manufacturers, who have branded products and fluctuations in prices as well as availability of raw materials.
14. Management Discussion & Analysis Report
Pursuant to the provisions of SEBI (LODR) Regulations, 2015 a report on Management Discussion & Analysis is herewith annexed as Annexure — B to this report.
15. Whistle Blower Policy
The Company has in place a Whistle Blower Policy for Vigil Mechanism for Directors and Employees to report to the Management about unethical behavior, fraud, and violation of Companys Code of Conduct. None of the personnel has been denied access to the Audit Committee.
16. Declaration about Compliance with Code of Conduct by Members of the Board and Senior Management Personnel
The Company has complied with the requirements about the Code of Conduct for Board members and Senior Management Personnel. A compliance certificate by the Managing Director forms part of this Report.
17. Disclosure under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary and trainee) are covered under the Policy. The following is a summary of sexual harassment complaints received and disposed off during each year:
a) No. of Complaints Received : NIL
b) No. of Complaints Disposed off : NIL
18. Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo
Particulars pursuant to the provisions of Section 134 of Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014 are given in the Annexure — C to this report.
19. Other Disclosures
i. Extract of Annual Return
An extract of Annual Return prepared in accordance with section 92(3) of the Companies Act, 2013 in Form MGT-9 is annexed as Annexure - D to this Report.
ii. Change in Share Capital
There was no change in Share Capital during the year 2022-23.
iii. Composition of Audit Committee.
The Audit Committee of the Company was constituted in line with the provisions of Section 177 of the Companies Act, 2013. The Audit Committee is comprising of Shri Manohar Ramavat, Independent Director as the Chairman, Shri Pankaj Goel, Managing Director, and Shri Sandeep Gupta, Independent Director as the members of the committee. During the year 2022-23 the Audit Committee met Four (4) times on 23.05.2022, 08.08.2022, 11.11.2022 and 03.02.2023. All the members were present at the meetings.
iv. Related Party Transactions
All Related Party Transactions are entered on Arms Length basis and are in compliance of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.
There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large.
All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for transactions which are foreseeable and repetitive in nature. A statement of all Related Party Transactions is presented before the Audit Committee on quarterly basis, specifying the nature, value and terms and conditions of the transactions. Complete details mentioned in the Notes to accounts.
Information on transactions with related parties pursuant to section 134(3) (h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure - E in Form AOC-2 to this report.
v. Loans/ Guarantees/ Investments under section 186 of Companies Act, 2013
The particulars of loans, guarantees and investments have been disclosed in the financial statements.
20. Significant and material orders passed by Regulators or Courts
There are no significant material orders passed by the Regulators or Courts which would impact the going concern status of the Company and its future operations.
21. Adequacy of Internal Financial Control Systems with reference to Financial Statements
The Company has in place proper and adequate internal control systems commensurate with the nature of its business, and size and complexity of its operations. Internal control systems comprising of policies and procedures designed to ensure reliability of financial reporting timely feedback on achievement of operational and strategic goals, compliance with policies procedure, applicable laws and regulations, and that all assets and resources as acquired are used economically.
22. Corporate Social Responsibility
The provisions of Corporate Social Responsibility are not applicable to the Company for the year.
23. Subsidiary / Joint Venture / Associate Companies
The Company does not have subsidiary/joint venture companies. Details of Associate Companies are mentioned in MGT 9 i.e., Extract of Annual Return and financial statements, which form part of this Report.
24. Human Resource
Your Company considers its Human Resources as the key to achieve its objectives. Keeping this in view, your Company takes utmost care to attract and retain quality employees. The employees are sufficiently empowered and such work environment propels them to achieve higher levels of performance. The unflinching commitment of employees is the driving force behind the Companys vision. Your Company appreciates the spirit of its dedicated employees.
25. COVID-19 and its impact
The Covid-19 pandemic has a profound impact on the global polymer sector. The impact of COVID-19 on the Company is adverse and being closely reviewed with the Management by the Directors from time to time.
26. Details of application made or proceeding pending under Insolvency and Bankrupcy Code, 2016
During the year under review, there were no applications made or proceeding pending in the name of Company under IBC, 2016.
27. Details of difference between valuation amount on valuation and one-time settlement (OTS) while availing loan from Banks or Financial Institutions
During the year under review, there were no one time settlement of loans availed from Banks or Financial Institutions.
28. Acknowledgements
Your Directors wish to express their appreciation for the cooperation and continued support received from the Industrial Development Bank of India, the Companys Bankers. Your Directors also take this opportunity to place on record their appreciation for the dedicated services rendered and sense of commitment shown by the employees at all levels and their contribution towards the performance of the Company.
for and on behalf of the Board of Directors | ||
Place: Secunderabad | Sd/- | Sd/- |
Date: 09.08.2023 | Pankaj Goel | Paras Goel |
Managing Director | Jt. Managing Director | |
(DIN 00010059) | (DIN 00010086) |
www.indiainfoline.com is part of the IIFL Group, a leading financial services player and a diversified NBFC. The site provides comprehensive and real time information on Indian corporates, sectors, financial markets and economy. On the site we feature industry and political leaders, entrepreneurs, and trend setters. The research, personal finance and market tutorial sections are widely followed by students, academia, corporates and investors among others.
Copyright © IIFL Securities Ltd. All rights Reserved.
Stock Broker SEBI Regn. No: INZ000164132, PMS SEBI Regn. No: INP000002213, IA SEBI Regn. No: INA000000623, SEBI RA Regn. No: INH000000248
This certificate demonstrates that IIFL as an organization has defined and put in place best-practice information security processes.
www.indiainfoline.com is part of the IIFL Group, a leading financial services player and a diversified NBFC. The site provides comprehensive and real time information on Indian corporates, sectors, financial markets and economy. On the site we feature industry and political leaders, entrepreneurs, and trend setters. The research, personal finance and market tutorial sections are widely followed by students, academia, corporates and investors among others.
Copyright © IIFL Securities Ltd. All rights Reserved.
Stock Broker SEBI Regn. No: INZ000164132, PMS SEBI Regn. No: INP000002213, IA SEBI Regn. No: INA000000623, SEBI RA Regn. No: INH000000248
This certificate demonstrates that IIFL as an organization has defined and put in place best-practice information security processes.