Dear Members,
The Board of Directors have the pleasure in presenting the Companies 41st
Annual Report together with the Audited Financial Statements for the financial year ended
31st March, 2023 along with the Auditors Report thereon.
The financial result of the company for the financial year 2022-2023 as compared with
the previous year are as follow:
Financial Results: -
( in lakhs)
Particulars |
31st March 2023 |
31st March 2022 |
| Income |
0.48 |
0.58 |
| Less: Expenses |
15.48 |
16.76 |
Profit before Taxation (including Exceptional Items) |
(636.81) |
(248.49) |
| Less: Taxation |
(0.48) |
(0.54) |
Profit after Taxation (including Exceptional Items) |
(637.29) |
(249.03) |
Performance: -
The Total Income for the financial year under review is 0.48 Lakh against 0.58 Lakh in
previous year. The Net Loss after taxation marked by the company during the year under
review was (637.29) Lakh as compared to loss of (249.03) Lakh during the previous year.
Operation: -
The Company has been continuously focusing on its existing line of business to improve
its profitability in near future.
Dividend: -
Your Company intends to conserve available resources to invest in the growth of the
business and pursue strategic growth opportunities. Accordingly, your Directors do not
recommend any dividend for the year.
Transfer to Reserve: -
There has been no transfer to Reserves during the Financial Year 2022-2023.
Change in the nature of business: -
There is no change in the nature of business of the Company during the year under
review.
Public Deposits: -
The Company has neither accepted nor renewed any amount falling within the purview of
provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of
Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing
of details of deposits is not applicable.
Compliance with the Indian Accounting Standards: -
As mandated by the Ministry of Corporate Affairs, the financial statements for the year
ended on March 31, 2023 has been prepared in accordance with the Indian Accounting
Standards (IND AS) notified under Section 133 of the Companies Act, 2013 read with Rule 7
of the Companies (Accounts) Rules, 2014.
Directors and Key Management Personnel (KMP):-
As on March 31, 2023, the Board of Directors of your Company comprised of Four (4)
Directors one of whom is the Whole Time Director and one is Non-Executive Director. The
remaining two (2) directors are Non-Executive and Independent Directors including Woman
Director.
The composition of the Board is in consonance with Regulation 17 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time,
and in accordance with the applicable provisions of Companies Act, 2013.
Mr. Abhishek Kumar Jain, Non-Executive Director, is liable to retire by rotation at the
ensuing AGM, pursuant to Section 152 and other applicable provisions, if any, of the
Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors)
Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the
time being in force), the Articles of Association of the Company and being eligible has
offered himself for reappointment. The Board of Directors, on the recommendation of the
Nomination and Remuneration Committee and based on report of performance evaluation has
recommended his re-appointment as Non-Executive Director of the Company.
The Board of Directors at their meeting held on 25/07/2023, re-appointed Mr. Vinod
Kumar Bothra as Whole Time Director of the Company for 3 Years from 01/08/2023 to
31/07/2026 subject to approval of Shareholders at the ensuing Annual General Meeting an
based on the recommendations of the Nomination and Remuneration Committee, on the terms
and conditions set out in the draft agreement to be entered into with him.
All Independent directors have given the Declarations that they meet the criteria of
Independence as laid down under Section 149(6) of the Companies Act, 2013, and Clause
16(b) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. In
the opinion of the Board, all the Independent Directors are persons of integrity, and
possess expertise and experience including the proficiency required to be Independent
Directors of the Company and they are independent of the management and have also complied
with the Code for Independent Directors as prescribed in Schedule IV of the said Act.
All Independent Directors of the Company have confirmed that they have already
registered their names with the data bank maintained by the Indian Institute of Corporate
Affairs ["IICA"] as prescribed by the Ministry of
Corporate Affairs under the relevant Rules, and that they would give the online
proficiency self-assessment test conducted by IICA which is prescribed under the relevant
Rules, if applicable.
Appropriate resolutions for appointment/ re-appointment are being placed for the
approval of the shareholders of the Company at the ensuing AGM. The brief resume of
directors appointed/re- appointed and other related information has been detailed in the
Notice read along with the explanatory statement convening the 41st AGM of the
Company in accordance with the provisions of the Companies Act, 2013 read with the Rules
issued there under and the Regulation 36 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended from time to time.
Policy on Directors, Key Managerial Personnel - Appointment & Remuneration
including Nomination & Remuneration Committee:-
The Board has framed a policy on Directors Appointment and Remuneration & duly
constituted Nomination and Remuneration Committee pursuant to the Regulation 19 of SEBI
(Listing Obligations and Disclosure Requirements), Regulations 2015 and read with Section
178 of the Companies Act, 2013.
The policy provides for selection and appointment of Directors, Senior Management
including KMP and their Remuneration together with criteria for determining
qualifications, positive attributes, and independence of a Director.
Remuneration policy for the Directors, Key Managerial Personnel and other Employees has
been disclosed on the Company website i.e.
https://www.shreetulsionline.com/Codes%20&%20Policies/Remuneration%20Policy.pdf More
details about above have been outlined in the Corporate Governance Report which forms a
part of this report.
Disclosure under Section 197(12) of the Companies Act, 2013:-
The Company has not employed any employees whose remuneration falls within the purview
of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013,
read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
Declaration of Independent Directors:-
The Company has received necessary declaration from each of Independent Directors under
Section 149(7) of the Companies Act, 2013, that they meets the criteria of independence
laid down in Section 149(6) of the Companies Act, 2013 and the relevant Rules made there
on and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
Committee of the Board:-
The Board of Directors has following Committee
1) Audit Committee
2) Nomination & Remuneration Committee
3) Stakeholder Relationship Committee
4) Risk Management Committee
The details of the Committees along with their composition, number of meetings and
attendance at the meetings are provided in the Corporate Governance Report.
Directors Responsibility Statement:-
Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act, 2013,
the Board of Directors, to the best of their knowledge and ability, confirm that: (i) in
the preparation of the annual accounts for the year ended 31st March, 2023, the
applicable Indian Accounting Standards have been followed along with proper explanation
relating to material departures, if any; (ii) 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 31st March, 2023 and of the profit and
loss of the company for the year ended on that date;
(iii) the directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding
the assets of the company and for preventing and detecting fraud and other irregularities;
(iv) the annual accounts have been prepared on a going concern basis;
(v) the directors have laid down internal financial controls to be followed by the
company and such internal financial controls are adequate and operating effectively;
(vi) 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.
Statement concerning development and implementation of Risk Management Policy of the
Company:-
The Board of Directors of the Company has framed (constituted) a Risk Management
Committee to frame, implement and monitor the risk management plan for the Company. The
Committee is responsible for reviewing the risk management plan and ensuring its
effectiveness. The Committee has additional oversight in the area of financial risks and
controls. Major risks identified by the business and functions are systematically address
through mitigation action on a continuing basis.
The details of Committee and its terms of reference are set out in the Corporate
Governance Report forming part of the Board Report.
Number of Meeting of the Board:-
During the year under review 4 (Four) Meetings of the Board of Directors of the Company
were held.
Disclosure regarding Companys policies under Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015-
The Company has framed various policies as per SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 & Companies Act, 2013; viz i) Remuneration Policy for
the Directors , Key Managerial Personnel and other Employees, ii) Determining material
subsidiary, iii) Performance evolution of the Board, Committee and Directors, iv) Related
Party transactions Policy, v) Whistle Blower/vigil Mechanism, vi) Archival Policy for
disclosure, vii) Code of Conduct for Board of Directors & Senior Management, viii)
Policy of Preservation of Documents, ix) Policy on Criteria for Determining Materiality of
Events, ix) Code of Conduct for Independent Director/ Information are displayed on the
website of the Company: https://www.shreetulsionline.com/Disclosures-SEBI.html
Extract of Annual Return:-
Pursuant to the provisions of Section 92(3) and Section 134(3) (a) of the Companies
Act, 2013 read with Rule 12(1) of the Companies (Management and administration) Rules,
2014, the Annual Return as on 31st March, 2023 is available on the website of
the Company www.shreetulsionline.com.
Board Evaluation:-
Pursuant to the provisions of the Companies Act, 2013 read with Rules issued there
under and Regulation 17 of SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015, the Board of Directors has carried out an annual performance evaluation
of its own performance, the directors individually as well as the evaluation of its
various committee. The separate exercise was carried out to evaluate the performance of
individual Directors including the Chairman of the Board, who were evaluated on parameters
such as level of engagement and contribution, independence of judgment, safeguarding the
interest of the Company and its minority shareholders etc. The performance evaluation of
the Independent Directors was carried out by the entire Board excluding the Directors
being evaluated. The Performance evaluation of the Chairman and Non-Independent Directors
was carried out by the Independent Directors at their separate Meeting. The Board of
Directors expressed its satisfaction with the evaluation process.
Particulars of Loans, Guarantees or Investments made under Section 186 of the Companies
Act, 2013:-
The Company has complied with the provisions of Section 186 of the Companies Act, 2013
in respect of investments made and outstanding at the year-end, details of which are given
in the Financial Statements. There were no loans or guarantees made by the Company during
the year under review.
Particulars of Contracts or Arrangements made with Related Parties: -
All contracts / arrangements / transactions entered by the Company during the financial
year with related parties were in the ordinary course of business and on an arms length
basis. During the year, the Company had not entered into any contract / arrangement /
transaction with related parties as defined under Section 188 of the Companies Act, 2013
and Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements), Regulations
2015 which could be considered material in accordance with the policy of the Company on
materiality of related party transactions. Accordingly, the disclosure of Related Party
Transactions as required under Section 134(3) of the Companies Act in Form AOC-2 is not
applicable. Attention of the members is drawn to the disclosures of transactions with the
related parties is set out in Notes to Accounts forming part of the financial statement
for the year 2022-2023.
Subsidiaries, Joint Ventures and Associate Companies:-
The Company does not have any Subsidiary, Joint venture or Associate Company.
Internal Financial Control and their adequacy:-
The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. The Company has developed well-defined internal control
mechanisms and comprehensive internal audit programme with the activities of the entire
organization under its ambit.
Further, based on the report of Internal Audit function, corrective action are
undertaken in the respective areas and thereby strengthen the controls. Significant audit
observations and corrective actions thereon are presented to the Audit Committee of the
Board.
The Internal Audit of the Company is conducted by an Independent Chartered Accountant
Firm. During the year under review, no material or serious observation has been received
from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.
Corporate Governance:-
The Company conforms to the norms of Corporate Governance as envisaged in the Listing
Regulations with the Stock Exchange. Pursuant to Regulation 34(3) read with Schedule V of
the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015, and a
detailed Compliance Note on Corporate Governance together with the Auditors Certificate on
Corporate Governance is annexed to this report.
Management Discussion and Analysis Report:-
The Management Discussion and Analysis Report for the year under review, as stipulated
under the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations") are given in a separate
section and forms part of the Annual Report.
The 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:
Not Applicable
Material Changes and Commitments, if any, affecting the financial position of the
Company occurred between the ends of the financial year to which this financial statement
relates and the date of the report:-
There are no material changes and commitments affecting the financial position of the
Company occurred between ends of the financial year to which this financial statement
relates on the date of this report.
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:-
The statement of particulars under Section 134(3) (m) of the Companies Act, 2013 read
with Rule 8(3) of the Companies (Accounts), 2014 regarding conservation of energy,
technology absorption and Foreign Exchange earnings and outgo are given below:
• Your Company has not consumed energy of any significant level. Accordingly, no
measures were taken for energy conservation and no investment is required to be for
reduction of energy consumption. • No comment is made on technology absorption,
considering the nature of activities undertaken by your Company during the year under
review. • No Expenditure has been made for research and development during the year
under review. • There were no Foreign Exchange earnings or out go during the year
under review.
Details of significant and material orders passed by the Regulators or Courts or
Tribunals impacting the Going Concern status and Companys operation in future:-
There are no significant and material orders issued against the Company by any
regulating authority or court or tribunal affecting the going concern status and Companys
operation in future. Hence, disclosure pursuant to Rule 8 (5) (vii) of Companies
(Accounts) Rules, 2014 is not required.
Human Resources:-
Human Resources Development envisages the growth of the individual in tandem with the
organization. It also aims at the up-liftment of the individual by ensuring an enabling
environment to develop capabilities and to optimize performance.
Your Directors want to place on record their appreciation for the contribution made by
employees at all levels, who through their steadfastness, solidarity and with their
co-operation and support have made it possible for the Company to achieve its current
status.
The Company, on its part, would Endeavour to tap individual talents and through various
initiatives, ingrain in our human resources, a sense of job satisfaction that would, with
time, percolates down the line. It is also the Endeavour of the Company to create in its
employees a sense of belonging, and an environment that promotes openness, creativity and
innovation.
All the manpower initiatives including training, meetings and brainstorming sessions
are implemented with the aim of maximizing productivity and aligning organizational needs
employees aspirations.
Auditors & Auditors Observations:-
The matter related to Auditors and their Reports are as under:
1. Statutory Auditor and their Report:-
As per the requirements of Section 139(2) of the Companies Act, 2013 and the Companies
(Audit and Auditors) Rules, 2014, the Board of Directors in the meeting held on 25th
July, 2023, on the recommendation of the Audit Committee, appointed M/s A P T & Co
LLP, Chartered Accountants (Firm Registration No. 014621C/N500088), as the Auditors of the
company to hold the office from the conclusion of this Annual General Meeting (AGM) until
the conclusion of 42nd Annual General Meeting (AGM) subject to approval of the
members and to fix the remuneration as set out at Item No. 3 of the Notice.
Explanations or Comments on Qualifications, Reservations or Adverse Remarks or
Disclaimers made by the Statutory Auditors in their Report:-
The Report given by KSA & Co., Chartered Accountant, (Firm Registration No.:
003822C), Statutory Auditors of the Company on the Financial Statements for the year ended
31st March, 2023 read with explanatory notes thereon do not call for any
explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.
The remarks, if any, made by the Auditors in their Report are properly explained in the
Note no 19 of the Financial Statement.
2. Secretarial Auditors and their Report:-
M/s. Veenit Pal & Associates, Practicing Company Secretary was appointed to conduct
Secretarial Audit of the Company for the financial year 2022-2023 as required under
Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014. The report of the Secretarial Auditors in Form MR-3
is enclosed as Annexure-I to this report.
The report confirms that the Company had complied with the statutory provisions listed
under Form MR-3 and the Company also has proper board processes and compliance mechanism.
The Report does not contain any qualification, reservation or adverse remark or
disclaimer, which requires any further comments or explanations in this report.
3. Internal Auditor:-
The Members of Board has appointed M/s. Jain N K & Co., (FRN: 148125W) Chartered
Accountant, as Internal Auditors of the Company for Financial Year 2022-2023 at their
meeting on 25th May, 2022 under provisions of Section 138 of the Companies Act,
2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 as recommended by Audit
Committee.
The suggestions made by the Internal Auditor in their Report were properly addressed
and implemented.
Listing of Securities:-
The Equity Shares of the Company are listed on The Calcutta Stock Exchange Limited,
with Metropolitan Stock Exchange Limited (MSEI) and are also traded under permitted
category at BSE Limited (currently suspended due to procedural reasons). Listing fees has
been paid to CSE & MSEI in pursuance to Regulation 14 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015. Payment of Listing Fees to BSE Limited not
applicable due to listed under permitted category.
Shares:-
The authorized Share capital and the paid- up Equity Share Capital have remained
unchanged during the year under review. The Company has neither issued shares &
Securities or any other instruments nor any corporate benefits during the year under
review.
1. Buy Back of Shares
The Company has not bought back any of its securities during the year under review.
2. Sweat Equity Shares
The Company has not issued any Sweat Equity Shares during the year under review.
3. Bonus Issue
No Bonus Shares were issued during the year under review.
4. Employee Stock Option Scheme
The Company has not provided any Stock Option Scheme to the employees.
Details of policy developed and implemented by the Company on its Corporate Social
Responsibility Initiatives:-
Since the Company does not qualify any of the criteria as laid down in Section 135(1)
of the Companies Act, 2013 with regard to Corporate Social Responsibility, provisions of
Section 135 are not applicable to the Company.
Additional Information to Shareholders:-
All important and pertinent investor information such as Financial Results, Annual
Report and Outcome of board meeting are made available on the Companys website i.e.
www.shreetulsionline.com on a regular basis.
Secretarial standards
The Company complies with all applicable secretarial standards issued by the Institute
of Company Secretaries of India.
Code of Conduct:-
As prescribed under Listing Regulation, a declaration signed by the Whole Time Director
affirming compliance with the Code of Conduct by the Directors and Senior Management
Personnel of the Company for the financial year 2022-2023 forms part of the Corporate
Governance Report.
Board Diversity Policy: -
In compliances with the provision of the Listing Regulations, 2015, the Board through
its Nomination and Remuneration Committee has devised a Policy on Board Diversity. The
objective of the Policy is to ensure that the Board comprises adequate number of members
with diverse experience and skills, experience, such that it best serves the governance
and strategic needs of the Company leading to competitive advantage. The Board composition
is mentioned in available in the Corporate Governance report that forms part of this
Annual Report.
Familiarization Program:-
Whenever any person joins the Board of the Company as an Independent Director, an
induction programme is arranged for the new appointee, wherein the appointee is
familiarized with the Company, his/her roles, rights and responsibilities in the Company,
the Code of Conduct of the Company to be adhered, nature of the industry in which the
Company operates, and business model of the Company etc. The details of such
familiarization programmes have been disclosed on the Company website i.e.
https://www.shreetulsionline.com/Disclosures-SEBI.html.
Vigil Mechanism/ Whistle Blower Policy:-
Your company is committed to highest standards of ethical, moral and legal business
conduct. Accordingly, the Board of Directors have formulated a Whistle Blower Policy which
is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and
Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015. The policy provides for a framework and process whereby concerns can be raised by
its employees against any kind of discrimination, harassment, victimization or any other
unfair practice being adopted against them. These have been outlined in the Corporate
Governance Report which forms part of this report.
Reporting of Frauds:-
During the year under review, the Statutory Auditors and Secretarial Auditors have not
reported to the Audit Committee and/ or Board any instances of fraud committed in the
Company by its officers or employees under Section 143(12) of the Companies Act, 2013.
Disclosure under the Sexual Harassment of Woman 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 the Workplace (Prevention, Prohibition &
Redressal) Act, 2013.
Internal Complaints Committee (ICC) has been set up to redress complaints received
regarding sexual harassment. All employees (permanent, contractual, temporary, trainees)
are covered under this policy. The following is a summary of sexual harassment complaints
received and disposed off during the year 2022-2023.
| No of complaints received |
Nil |
| No of complaints disposed off |
Nil |
| No of complaints pending as on end of the financial year |
Nil |
Disclosures:-
The Company has not accepted any fixed deposits during the year under review and
accordingly, no amount on account of principal or interest on deposits from public and/or
Members were outstanding as at March 31, 2023.
There are no significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and the Companys operations in future.
During the year under review, the Company has not issued any Debentures.
No material changes have taken place that could have an impact on the financial
position of the Company from the date of closure of financial year under review till the
date of signing of Accounts.
There is no change in the nature of business of the Company.
Maintenance of cost records and requirement of cost Audit as prescribed under the
provisions of Section 148(1) of the Act are not applicable to the business activities
carried out by the Company.
There is no proceeding initiated or pending against the company under the Insolvency
and Bankruptcy Code, 2016
During the year under review, the Company has not taken Credit Rating of Securities
from any agency.
During the year under review, the Company has not required transferred any shares in
IEPF (Investors Education & Protection Fund).
During the year under review Company does not come under failure of implement any
Corporate Action.
During the year under review, the Company has not required the Compliance of Regulation
32 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and is of
the view that the same is not applicable to company as the Company has not issued any
share by way of public issue, Right Issue, Preferential Issue etc.
Acknowledgement: -
The Directors wish to place on record their appreciation for the contributions made by
the employees at all levels, whose continued commitment and dedication helped the Company
achieve better results. The Directors also wish to thank customers, bankers, Central and
State Governments for their continued support. Finally your directors would like to
express their sincere & whole-hearted gratitude to all of you for your faith in us and
your Co-operation & never failing support.
+91-9892691696
