Tulasee Bio-Eth. Director Discussions


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.

  1. FINANCIAL RESULTS & REVIEW OF BUSINESS OPERATIONS
  2. 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)
  3. DIVIDEND
  4. No Dividend was declared for the current financial year due to inadequate Profits.

  5. THE CHANGE IN NATURE OF BUSINESS, IF ANY:
  6. There was no change in business of the Company during the period under review.

  7. MATERIAL CHANGES AND COMMITMENT 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.
  8. 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.

  9. CONSERVATION OF ENERGY, TECHNOLOGY OBSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
  10. 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

    1. the steps taken or impact on conservation of energy: NA
    2. the steps taken by the Company for utilizing alternate source of energy: NA
    3. the Capital investment on energy conservation equipments: NA

Technology Absorption: NA

  1. the efforts made towards technology absorption: NA
  2. the benefits derived like product improvement, cost reduction, product development or import substitution: NA
  3. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): NA
  1. the details of technology imported: NA
  2. the year of import: NA
  3. whether the technology been fully absorbed: NA
  4. the expenditure incurred on Research and Development: NA
  1. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY
  2. The Company has a Risk Management Policy however the elements of risk threatening the Companys existence are very minimal.

  3. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
  4. The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

  5. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
  6. There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review.

  7. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
  8. 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.

  9. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
  10. 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.

  11. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES
  12. 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.

  13. ANNUAL RETURN
  14. 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.

  15. MEETING OF BOARD AND COMMITTEES OF DIRECTORS
  16. 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
  17. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM Pursuant to Section 177 of the companies Act, 2013 the Audit committee was formed, the said committee consist of 3 (Three) Independent Directors, which are as follows:
  18. 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.

  19. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:

  1. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
  2. the directors had 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 loss of the company for that period;
  3. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
  4. the directors had prepared the annual accounts on a going concern basis; and
  5. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
  6. internal financial controls to be followed by the company had been laid down and that such internal financial controls are adequate and were operating effectively.
  7. the directors have complied with the provisions of applicable Secretarial standards.
  1. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
  2. The Company does not have any Subsidiary or Joint Ventures / Associate Companies.

  3. DIRECTORS & KMP
  4. 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.

  5. DEPOSITS
  6. The Company has neither accepted nor renewed any deposits during the year under review.

  7. DECLARATION OF INDEPENDENT DIRECTORS
  8. The Company has complied with the criteria as per the provisions of Section 149 (6) Companies Act, 2013 for Independent Directors.

  9. STATUTORY AUDITORS
  10. 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.

  11. SHARES
  1. BUY BACK OF SECURITIES
  2. The Company has not bought back any shares during the year under review.

  3. SWEAT EQUITY
  4. The Company has not issued any Sweat Equity shares during the year under review.

  5. BONUS SHARES
  6. No Bonus Shares were issued during the year under review.

  7. EMPLOYEES STOCK OPTION PLAN
  8. The Company has not provided any Stock Option scheme to the employees.

  9. DEMATERIALISATION

The shares of the Company were in physical form and LIIPL and NSDL has been admitted for depository services. The ISIN no is: INE276N01011.

  1. PARTICULARS OF EMPLOYEES
  2. 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.

  3. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE
  4. 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.

  5. THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT
  6. The Company is having an adequate internal financial control policy.

  7. 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 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:

  • No. of complaints received: NIL
  • No. of complaints disposed off: NA
  1. STATE OF COMPANYS AFFAIRS
  2. The Company is presently inactive in its operations.

  3. THE CHANGE IN NATURE OF BUSINESS, IF ANY:
  4. There was no change in business of the Company during the period under review.

  5. CORPORATE GOVERNANCE
  6. 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.

  7. MANAGEMENT DISCUSSION AND ANALYSIS
  8. 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.

  9. BOARD EVALUATION:
  10. 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.

  11. STATEMENT REGARDING THE OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR
  12. 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.

  13. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)
  14. No such process was initiated during the period under review under the Insolvency and Bankruptcy Code, 2016 (IBC).

  15. DETAILS OF ONE TIME SETTLEMENT
  16. 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.

  17. COST RECORDS
  18. 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.

  19. ACKNOWLEDGEMENTS

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