To the Members,
The Directors hereby submit their Board Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2023.
The Companys financial performance for the year under review along with previous years figures is given hereunder:
Particulars |
31/03/2023 | 31/03/2022 |
Profit before tax |
(12,75,795) | (14,15,635) |
Current tax expense |
NIL | NIL |
Deferred tax expense |
NIL | NIL |
Profit/Loss for the period from continuing operations |
NIL | NIL |
Profit/Loss from discontinuing operations |
NIL | NIL |
Tax expense of discontinuing operations |
NIL | NIL |
Profit/Loss from discontinuing operations (after tax) |
NIL | NIL |
Profit/Loss transferred/adjusted to General Reserve |
NIL | NIL |
Basic earnings per equity share |
(0.22) | (0.24) |
Diluted earnings per equity share |
(0.22) | (0.24) |
No Dividend was declared for the current financial year due to inadequate Profits.
There was no change in business of the Company during the period under review.
There were no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates and the date of the report.
The information pertaining to conservation of energy, technology absorption, foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is as follows:
Foreign Exchange Earnings : NIL Foreign Exchange outgo : NIL
Energy Absorption : NA
Technology Absorption: NA
The Company has a Risk Management Policy however the elements of risk threatening the Companys existence are very minimal.
The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.
There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review.
There were no contracts or arrangements were made with related parties pursuant to Section 188 of the Companies Act, 2013 during the year under review.
There are no adverse remarks or qualifications in the Auditors report.
The Secretarial Audit Report received from M/s. Sandeep P. Parekh & Co, Company Secretaries is annexed herewith as "Annexure 2".
1. The Company has not appointed Internal Auditor under Section 138 of the Companies Act, 2013.
The turnover of the company is not sufficient to meet the requirements specified under Section 138 of the Companies Act, 2013. Further, due to non-operation in our business activity, Company is not in a position to comply with this requirement.
Hence companies economic conditions are not favorable to its current market position due to which it is not able to appoint Internal Auditor, but the Company would be appointing the same in future and follow adequate requirements of the Companies Act, 2013.
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration and evaluation criteria for performance of Independent Directors.
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished in Annexure 1 and attached to this Report.
During the year 4 Board Meetings, 4 Audit Committee Meetings 2 Nomination & Remuneration Committee Meetings were convened and held. The details of the same along with other Committees of Board are given below. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
The Company has complied with the requirements of Applicable provisions of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 in respect of the Composition of the Board.
None of the Independent Directors have any material pecuniary relationship or transactions with the Company.
Necessary disclosures regarding composition of the Board, category, attendance of Directors at the Board Meetings and last Annual General Meeting, number of other Directorship and other Committee Memberships are given below:
Name of Directors |
Category |
No. of Board Meetings attended | No. of Directorships held in other Companies | Attendance at last AGM | No. of Committee positions held in other Companies |
|
Chairman of Committee | Member of Committee | |||||
Anil Goyal |
Non- Executive Independent Director |
4 | 18 | Yes | 0 | 0 |
Kapil Lalitkumar Nagpal |
Executive Director & MD |
4 | 3 | Yes | 0 | 0 |
Ashwin Gajanan Pandya |
Non- Executive Independent Director |
4 | 0 | Yes | 0 | 0 |
Kishor Ramji Tank |
Non- Executive Independent Director |
4 | 0 | Yes | 0 | 0 |
Kritika Lalit Nagpal |
Non- Executive Women Director |
4 | 2 | Yes | 0 | 0 |
NUMBER OF BOARD & AUDIT COMMITTEE MEETINGS
The details of the composition of the Committee and attendance of the members at the meetings are given below:
Name of Director |
No. of Committee Meetings Held |
No. of Committee Meetings Attended |
Mr. Ashwin Pandya - Chairman & Independent, Non- Executive Director |
4 | 4 |
Mr. Anil Goyal - Member & Independent Director |
4 | 4 |
Mr. Kishor Tank - Member & Independent Non- Executive Director |
4 | 4 |
The Audit Committee meetings were attended by the Non-Executive Chairman, the Managing Director and the Executive Director & Chief Financial Officer. The representatives of the Statutory Auditors were also invited to the meeting.
The detail of other committee meetings is as follows
o NOMINATION AND REMUNERATION COMMITTEE
During the financial year there were two meetings held on 30/05/2022 & 10/02/2023 Details of attendance of the members at the meetings are given below:
Name |
Designation |
No. of Meetings attended |
Mr. Ashwin Pandya |
Independent Non-Executive Director |
2 |
Mr. Kishor Tank |
Independent Non-Executive Director |
2 |
Mr. Anil Goyal |
Independent Non-Executive Director |
2 |
Salient Features of Nomination and Remuneration Policy
Further, Nomination and Remuneration Policy of the Company is available on the website of the Company at https://www.tulaseebio-ethanolltd.com
o SHAREHOLDER RELATIONSHIP COMMITTEE
During the financial year there was No Shareholder relationship committee meeting held. Details of the members at the meetings are given below:
Name |
Designation |
No. of Meetings attended |
Mr. Ashwin Pandya |
Independent Non-Executive Director |
0 |
Mr. Kishor Tank |
Independent Non-Executive Director |
0 |
Mr. Anil Goyal |
Independent Non-Executive Director |
0 |
Mr. Ashwin Pandya Chairman& Independent, Non-Executive Director Mr. Anil Goyal - Member & Independent Director
Mr. Kishor Tank - Member & Independent Non-Executive Director
The Company has a vigil mechanism named Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The objective of the Policy is to explain and encourage the directors and employees to raise any concern about the Companys operations and working environment, including possible breaches of Companys policies and standards or values or any laws within the country or elsewhere, without fear of adverse managerial action being taken against such employees.
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:
The Company does not have any Subsidiary or Joint Ventures / Associate Companies.
No changes took place in the Board of Directors of the Company during the year under review.
MS. Kritika Nagpal retire by rotation in the ensuing Annual General Meeting being eligible offer herself for the reappointment.
The Company has neither accepted nor renewed any deposits during the year under review.
The Company has complied with the criteria as per the provisions of Section 149 (6) Companies Act, 2013 for Independent Directors.
M/s. A. C. Jhaveri & Associates, Chartered Accountants (FRN: 137585W) have been appointed as Statutory Auditors of the Company for a period of 5 years at the Annual General Meeting held on 28/09/2022 till the conclusion of Annual General Meeting to be held in 2027.
The Company has received a certificate from the Statutory Auditors confirming their eligibility in accordance with the provisions of Section 141 of the Companies Act, 2013.
The Company has not bought back any shares during the year under review.
The Company has not issued any Sweat Equity shares during the year under review.
No Bonus Shares were issued during the year under review.
The Company has not provided any Stock Option scheme to the employees.
The shares of the Company were in physical form and LIIPL and NSDL has been admitted for depository services. The ISIN no is: INE276N01011.
The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Financial Statements are being sent to the Members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company in this regard.
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.
The Company is having an adequate internal financial control policy.
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 Committee (IC) 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 financial year ended 31st March, 2023:
The Company is presently inactive in its operations.
There was no change in business of the Company during the period under review.
The Companys Paid up Capital and Net worth do not exceed the prescribed limits as on the Financial year 2022-2023 and the provisions of corporate governance as specified in Regulation 17, 18, 19, 20,
21, 22, 23, 24, 24A, 25, 26, 27 and clause (b) to (i) of sub-regulation (2) of regulation 46 and paras C, D and E of Schedule V of the SEBI (LODR) Regulation, 2015 are not applicable on the Company.
A detailed review of the operations, performance and future outlook of the Company and its business is given in the Managements Discussion and Analysis Report which forms a part of this report.
Pursuant to the provisions of the Companies Act, 2013 and Applicable provisions of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees.
The Boards performance for the current year was assessed on the basis of participation of directors, quality of information provided/available, quality of discussion and contribution etc. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering the aforesaid aspects of the Boards functioning. The overall performance of the Board and Committees of the Board was found satisfactory.
The overall performance of Chairman, Executive Directors and the Non-Executive Directors of the Company is satisfactory. The review of performance was based on the criteria of performance, knowledge, analysis, quality of decision making etc.
No Independent Directors were appointed during the year under review. Further, in the opinion of the Board, the Independent Directors of the Company possess the requisite integrity, expertise and experience as required by the Company.
No such process was initiated during the period under review under the Insolvency and Bankruptcy Code, 2016 (IBC).
The provision of details and disclosure of One Time settlement is not applicable to the Company, therefore disclosure of the details of the difference between the 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 is also not applicable.
Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintenance is not applicable to the Company.
Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
Sd/- | Sd/- | |
Kapil Lalitkumar Nagpal Managing Director DIN: 01929335 |
Ashwin Pandya Director DIN: 03270119 |
|
Date: 30.05.2023 Place: Raigad |
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