Thakral Services (India) Ltd Directors Report

Your directors take pleasure in presenting the FOURTY FIRST Annual Report along with the Audited Accounts for the year ended 31.03.2024.

FINANCIAL RESULTS:

The performance during the period ended 31st March 2024 has been as under:

(Amount in lakhs)

SI. No. Particulars	2023-24	2022-23
1 Gross Income	2495.81	1882.15
2 Profit Before Interest and Depreciation	-309.52	-238.63
3 Finance Charges	6.17	16.26
4 Gross Profit	-315.69	-254.89
5 Depreciation and Amortisation expenses	35.76	71.74
6 Net Profit Before Tax	-351.45	-326.63
7 Provision for Tax	0	0
8 Profit After Tax	-351.45	-326.63
9 Other Comprehensive Income	-6.52	0.47
10 Total Comprehensive Income for the year	-357.97	-326.16

OPERATIONS:

The Company is mainly engaged in the business of Electronic Security which comprises of CCTV, Access control, Fire Detection, Alarms, and Intrusion Alarms.

DIVIDENDS:

Since there are accumulated losses carried forward from previous years, the Company is therefore not in a position to declare dividends.

CHANGE IN NATURE OF BUSINESS:

During the period, company had taken decision to sell off the securities business and the securities business was sold to M/s.Thakral Innovations Pvt. Ltd. Now the Company is exploring newer avenues of business.

TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013:

The company has not transferred any amount to Reserves.

MATERIAL CHANGES & COMMITMENTS AFFECTING FINANCIAL POSITION:

During the period there had been no material changes and commitments which affected the financial position of the Company.

INFORMATION ABOUT SUBSIDIARY/JV/ ASSOCIATE COMPANY:

Details of the Companies which have become / ceased to be its Subsidiary / JV /Associate Company

SL No Name of the Company	Status Subsidiary/ JV/ Associate Company	Date of becoming Subsidiary/ JV/ Associate Company	Date of ceasing as Subsidiary/ JV/ Associate Company
Not Applicable	Not Applicable	Not Applicable	Not Applicable

CAPITAL:

The present paid-up capital of the Company is Rs.3,52,05,240/- comprising of 1,17,35,080 shares of face value of Rs.3/- each, which is listed with BSE Ltd (Bombay Stock Exchange). The shares of the Company have been admitted for De-materialisation with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The International Securities Identification Number (ISIN) of the equity share of the Company is INE190F01028.

DIRECTORS:

The Board of Directors of the Company consists of 7 Directors, of whom 1 is Executive Director, 3 are Non-Executive Independent Directors and 3 Non-Executive - Non-Independent Directors.

The Director Mr.Kanwaljeet Singh Bawa and Mr.Chennotha Divakara Prabhu Rajendran are due for retirement by rotation and is eligible for re-appointment in the coming Annual General Meeting. The Board recommends there appointment.

Mr.Yanni Venkatesh Setty is appointed as Additional - Non-Executive Independent Director wef 30.08.2024.

Mr.K R Vijayendra, Independent Director- Chairperson term is ending on 30/09/2024..

DECLARATION OF INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each Independent Director under section 149(7) of the Companies Act, 2013 that he/she meets the criteria of Independence laid down in section 149(6) of the Companies Act, 2013 and Regulation 25 ofthe SEBI Listing Regulations.

NUMBER OF BOARD MEETINGS HELD AND THE DATES ON WHICH HELD:

Since the commencement of the financial year 2023-24, a total of 5 Board meetings were held on the following dates viz. 30.05.2023, 14.08.2023, 25.10.2023, 10.11.2023 and 14.02.2024. The maximum time gap between two board meetings was not more than four calendar months.

STATUTORY AUDITORS:

M/s. K S Rao & Co., Chartered Accountants, Bangalore (Firm Registration Number 003109S) was re-appointed in the AGM held on 30.09.2022 as the Statutory Auditor to hold the office from the year 2022 for a further period of five years till the conclusion of the Annual General meeting to be held in the year 2027.

SECRETARIAL AUDITORS:

M/s. Somy Jacob and Associates, Practicing Company Secretaries, were appointed to conduct the Secretarial Audit of the Company for the financial year 2023-24, as required under section 204 of the Companies Act, 2013 and Rule 9 there-under. The Secretarial audit report for F.Y. 2023-24 forms part of this Report as Annexure-I.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE AND OUTGO:

The information pursuant to 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules,2014 on Conservation of energy, Research & Development and Technology Absorption are presently not applicable to the Company.

The total Foreign Exchange Earnings and Outgo during the year under review is as under:

(Rs.in Lakhs)

Particulars	2023-24	2022-23
i. Foreign currency received	0	0
ii. Foreign currency payment	0	0

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

a) in the preparation of the annual accounts for the year ended 31st March 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b) 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 and of the profit of the company for the same period.

c) 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 safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) they have prepared the annual accounts on a going concern basis.

e) they have laid down internal financial controls in the company that are adequate and were operating effectively.

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

CORPORATE GOVERNANCE:

Since the paid up capital of the Company is less than Rs. 10 Crores and the Net Worth of the Company is less than Rs.25 Crores, the provision of Regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26,2 7 and clauses (b) to (i) of sub- regulation 2 of Regulation 46, and para C, D & E of Schedule V of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, are not applicable to the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company does not fall under the purview of section 135 of the Companies Act, 2013 during the financial year 2023-24.

DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM:

The provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013, the composition of the Audit Committee and committee meetings mentioned below.

a. Composition of Audit Committee:

i. K R Vijayendra - Chairman

ii. Kanwaljeet Singh Bawa - Member

iii. Murali Krishana Annapragadha - Member

b. Audit Committee meeting:

The Audit Committee met 4 times during FY2023-24 on 30-05-2023, 14-08-2023, 10-11-2023 and 14-02-2024.

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company.

INTERNAL COMPLAINT COMMITTEE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and Redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under for prevention and Redressal of complaints of sexual harassment at workplace.

The Company has not received any complaint on sexual harassment during the financial year.

RELATED PARTY TRANSACTIONS:

Related party transactions that were entered during the financial year were on an arms length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Companys Promoters, Directors, Management, or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval and the particulars of contracts entered during the year as per Form AOC-2 is annexed herewith as Annexure- II.

The Board of Directors of the Company has on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules thereunder and the Listing Agreement. This Policy was considered and approved by the Board has been uploaded on the website of the Company.

EXTRACT OF ANNUAL RETURN:

Annual Return in form MGT-7 will be filed with the Registrar of Companies in due course. If any Members intend to procure the copy of the Annual Return filed with the Registrar of Companies, they may obtain the same by sending a request in this behalf to the registered office of the Company. Pursuant to the provisions of Companies (Management and Administration) Rules the copy of the filed MGT-7 will be available at the website of the Company at www.thakral-india.co.in

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

As per Rule 8(5)(viii) of Chapter 9 of Companies (Accounts) Rules, 2014, made under the Companies Act 2013, the Board has to state regarding the adequacy of Internal Financial Controls of the Company. Accordingly, your directors hereby confirms that the Company has put in adequate Internal Financial Controls which safeguards the policies and procedures adopted by the company for ensuring orderly and efficient conduct of its business, including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of the frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197(12) read with Rule 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished hereunder:

SI. No Name	Designation	Remuneration paid FY 2023-24 (Rs. In Lakhs)	Remuneration paid FY 2022-23 (Rs. In Lakhs)	Increase in remuneration from previous year	Ration/ Times per Median of Employee Remuneration
1 Mrs. Nirmala Sridhar	Managing Director (KMP)*	9.54	9.54	-	10.09332
2 Mr. S .Gopala Krishnan	(CFO - KMP)	11.65	10.73	0.92	11.67714
3 Ms. Nelyane Debnath	(CS - KMP)	2.12	2.12	-	2.24681

In terms of Rule 5(2) ofthe Companies (appointment and Remuneration of Managerial Personnel) Rules, 2014, the company does not have any employee who is employed throughout the financial year and in receipt of remuneration of Rs.60 Lakhs or more, or employees who are employed for part of the year and in receipt of Rs.5 Lakhs or more per month.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143 (12) OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

There were no frauds reported by the Statutory Auditors under sub-section 12 of Section 143 of the Companies Act, 2013 along with Rules made there-under other than those which are reportable to the Central Government.

ORDER OF COURT

There were no significant and material orders passed by the regulators or courts or Tribunals impacting the going concern status and companys operation in future.

BOARDS REPLY TO THE AUDIT QUALIFIED OPINION:

Statutory Auditor has qualified three items for which our reply is as under:

- Qualification 1. Trade Receivables:

Huge volume of small value individual transactions and its collection is made at each Business unit of the customer. Hence organizing the balance confirmation from individual business unit within short duration is difficult. Respective department have reviewed the transaction and advised to make provision credit loss. We are confident of recovery and keeping track on collection of all balance receivable. Moreover, this Accounts Receivable balance is related to Conduit transactions. We are also periodically conducting in depth analysis of pending receivables and appropriate action on need basis.

Qualification 2. EPFO Recovery Order:

Employee Provident Fund department has raised demand notice for interest and penalty and not given sufficient time to verify our records. Hence the company filed an appeal before Honble Central Government Industrial Tribunal on 21/09/2022, Bengaluru under Section 71 of the Employees Provident Funds and Miscellaneous Provisions Act, 1952 and the same was numbered as E.P.F. No. 64/2022 ("Appeal") and same is in sub judice. But Provident Fund department has sent recovery order without considering our appeal. Hence the Company filed writ petition in Honourable High court of Karnataka seeking quashing of Recovery order and deposited Rs 10,00,000/- as per direction of the Court. The Company is confident on getting relief from Industrial Tribunal. Hence there is no provision made in the books of accounts for EPF department claim.

Qualification 3. Interest on Unsecured Loan:

Interest Free unsecured Loan availed from Group Company will be repaid without interest once the company turns positive, hence there is no interest being charged in the books as per Agreement.

ACKNOWLEDGMENTS:

Your directors wish to place on record their sincere appreciation of the wholehearted co-operation and assistance extended by its Shareholders, Bankers, Investors, Customers, and others. The Board also wishes to place on record, its appreciation for the dedicated services of staff and officers of the Company at all levels.

Place: BENGALURU	ON BEHALF OF THE BOARD OF DIRECTORS
Date : 30th May, 2024	CHAIRMAN