Dear Members,
Your Directors have pleasure in presenting their 41thAnnual Report and
Audited Accounts for the year ended 31st March 2023.
Fig. in lakhs
| Particulars |
Year ended 31st March 2022 |
Year ended 31st March 2021 |
| Revenue from Operations |
828.23 |
991.93 |
| Other Income |
1.49 |
1.11 |
| Total Income |
829.72 |
993.04 |
| Profit Before Interest, Depreciation and Tax (PBIDT) |
225.61 |
202.76 |
| Finance Cost |
69.36 |
68.31 |
| Depreciation |
96.81 |
80.14 |
| Profit /(Loss) Before Tax |
62.44 |
54.31 |
| Profit/(Loss) after tax |
62.44 |
54.31 |
OPERATIONS and HIGHLIGHTS OF THE COMPANY:
The Companys turnover for the Financial year 2022-23 dropped to Rs.828.23 Lakh
compared to Rs.991.93 Lakh in the financial year 2021-22 and reported Profit after Tax of
Rs.62.44 Lakh. The Directors are hopeful of better performance of the Company in years
ahead.
3. DIVIDEND:
During the year under review, the Company has not recommended any dividend for
financial year 2022-23.
4. PUBLC DEPOSITS:
During the year under review, the Company has not accepted any deposits hence the
provisions of Chapter V of the Companies Act, 2013 and The Companies (Acceptance of
Deposit) Rules, 2014 are not applicable.
5. SHARE CAPITAL:
During the year under review, there is no change in Authorised and Paid-up share
capital of the Company
6. PROMOTER OF THE COMPANY:
During the year under review, there is no change in promoters of the Company.
7. DIRECTORS:
The Board consists of Executive and Non-executive Directors including Independent
Director as per section 149 of the Companies Act, 2013 and rules made thereunder read with
Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.
The number and details of the meetings of the Board and other Committees are furnished
in the Corporate Governance Report.
The Independent Directors have furnished declaration of independence under Section 149
of the Companies Act 2013.
Number of Board Meetings of Directors:
During the year ended 31st March 2023, Five Board Meeting were held.
The maximum time gap between any two consecutive meetings was within the period
prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.
Familiarization Programme for Independent Directors
The Company familiarizes its Independent Directors with the Company, their roles,
rights, responsibilities in the Company, nature of the industry in which the Company
operates, business model of the Company, etc. through various programmes on a continuing
basis. The Familiarisation programme for Independent Directors is disclosed on the
Companys website.
Separate Meeting of Independent Directors
A separate meeting of Independent Directors of the Company was held on 30th
June, 2023 and 25th February, 2023 as required under Schedule IV to the Companies Act,
2013 (Code for Independent Directors) and Regulation 25 of the SEBI (Listing Obligations
And Disclosure Requirements), Regulations, 2015. At the Meeting, the Independent
Directors:
- Reviewed the performance of Non-Independent Directors and the Board as a whole;
- Reviewed the performance of the Chairman of the Company, taking into account the
views of Executive Director and Non-Executive Directors;
All the Independent Directors attended the Meeting of Independent Directors.
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
under Section 149(7) of the Companies Act 2013, stating that they meet the criteria of
Independence as provided under sub-section (6).
8. Board & Directors Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Regulation 25 of the SEBI
(Listing Obligations And Disclosure Requirements) Regulations, 2015, the Board, its
Committees and the Directors have carried out annual evaluation / annual performance
evaluation, 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 Directors expressed their satisfaction
with the evaluation process.
9. PARTICULARS OF EMPLOYEES AND REMUNERATION
The information required under Section 197 (12) of the Act read with Rule 5 of The
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is NIL
10. AUDITORS AND AUDITORS REPORT:
M/s D.P.Sarda & Co, Chartered Accountants, Nagpur, F.R.No. 117227W, were appointed
as Statutory Auditors of the Company to hold office for a period of five years from FY
22-23 to FY26-27,they will continue to hold office for FY 23-24.
Audit Committee
The company did not form audit committee as per the Companies Act, 2013.
Secretarial Audit
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed Mr. Avinash Gandhewar and Associates, Practicing Company Secretaries, Kolkata to
undertake the Secretarial Audit of the Company. The report of the Secretarial Auditors is
enclosed with this report.
12. SUBSIDIARY COMPANIES:
The Company does not have any subsidiary/ associate/ Joint venture companies under
review.
Since the statement in terms of first proviso to sub-section (3) of Section 129 read
with Rule 5 of Companies (Accounts) Rules, 2014 is not required to be attached.
13. INTERNAL CONTROL SYSTEMS
Your Company has in place internal and financial control systems commensurate with the
size of the Company. The primary objective of our internal control framework is to ensure
that internal controls are established, properly documented, maintained and adhered to in
each functional department for ensuring orderly and efficient conduct of business which
includes proper use and protection of the Companys resources, accuracy in financial
reporting, compliance with the statutes, timely feedback on achievement of operational and
strategic goals.
14. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read
with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith.
15. INFORMATION ON STOCK EXCHANGES
The Equity shares of the Company are listed on BSE Limited
16. DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and
explanations obtained by them, your Directors make the following statements in terms of
Section 134 of the Companies Act, 2013:
(a) that in the preparation of the annual accounts/financial statements for the
financial year ended 31st March 2023; the applicable accounting standards had
been followed along with proper explanation relating to material departures, if any;
(b) that the accounting policies as mentioned in the financial statements were selected
and applied consistently and reasonable and prudent judgments and estimates were made 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) that proper and sufficient care had been taken 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) that the annual accounts were prepared on a going concern basis;
(e) that proper internal financial controls were in place and that such internal
financial controls are adequate and were operating effectively; and
f) that proper systems to ensure compliance with the provisions of all applicable laws
were in place and that such systems were adequate and operating effectively.
17. CORPORATE SOCIAL RESPONSIBILITY (CSR)
As the Company does not fall under the criteria stipulated for applicability of section
135 of the Companies Act, 2013 the Company has not constituted a Committee of Corporate
Social Responsibility and no contributions were made during the year.
18. VIGIL MECHANISM / WHISTLE BLOWER POLICY
In terms of the requirements of the Companies Act, 2013 and Regulation 22 SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 the Company has a vigil
mechanism to deal with instance of fraud and mismanagement, if any. The details of the
vigil mechanism are displayed on the website of the Company. The Audit Committee reviews
the functioning of the vigil / whistle blower mechanism from time to time. There were no
allegations / disclosures / concerns received during the year under review in terms of the
vigil mechanism established by the Company.
RISK MANAGEMENT POLICY
The Company has laid down the procedure for risk assessment and its mitigation through
an internal risk committee. Key risks and their mitigation arising out of reviews by the
Committee are assessed and reported to the Audit Committee on a periodic basis.
19. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
During the year under review, the Company has not received any Material Orders passed
by the Regulators or Court.
ACKNOWLEDGEMENTS
Your Directors would like to express their appreciation for the assistance and
co-operation received from the financial institutions, banks, Government of India and
various State Government authorities and agencies, customers, vendors and members during
the year under review.
|
For and on behalf of the Board of Directors |
|
Sd/- |
| Date: 29-05-2023 |
Raghav Sharma |
| Place: Nagpur |
Managing Director |
+91-9892691696
