Your Directors take pleasure in presenting
the 41st Annual Report of your Company
together with Audited Accounts for the year
ended 31st March, 2024.
1. FINANCIAL HIGHLIGHTS:
Your company’s performance for the financial
year 2023-24 is summarized below:-
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2023-24
(Rs. in
lacs)
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2022-23
(Rs. in
lacs)
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|
Total Revenue
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1378.86
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1152.72
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Total Expenses
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1297.03
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1115.95
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Profit (Loss)
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81.83
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36.77
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Before Taxes
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|
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Net Tax Expense
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17.53
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10.17
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Profit/ (Loss)
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64.30
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26.60
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for the period
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(After Tax)
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2. OPERATIONS:
Your Company has earned total revenue of
Rs. 1378.86 Lacs as compared to Rs. 1152.72
Lacs in the previous year. The total
expenditure incurred during the year was Rs.
1297.03 Lacs as compared to Rs. 1115.95
Lacs in the previous year. The Net Profit after
taxation during the year under review is Rs.
64.30 Lacs as compared to previous year’s
Profit of Rs. 26.60 Lacs.
3. DIVIDEND:
With a view to conserve the resources, your
Directors do not recommend any dividend
on the equity share capital of the Company
for the year ended 31st March, 2024.
4. PUBLIC DEPOSITS:
Your Company has not accepted any
deposits from public during the year under
review.
5. DIRECTORS:
Ms. Ananya Acharya, retires at the ensuing
Annual General Meeting of the Company and
being eligible for re-appointment, she offers
himself for re-appointment.
Mr. Jignesh Shah has been appointed as
Additional Director of the Company in the
Board Meeting held on 13th November, 2023.
His appointment is placed for confirmation
at item no. 4 for your approval.
During the year under review, term of
appointment of Mr. Pawanjitsingh Negi was
completed and he being not eligible for re¬
appointment has resigned from the office of
Independent Director w.e.f. 08th May, 2023.
6. COMPOSITION AND NUMBER OF MEETINGS
OF THE BOARD
The Board of Directors of the Company
consists of well qualified and experinced
persons having expertise in their respective
areas. It has combination of 1 Executive
Director, 2 Independent Directors and 1
Non executive Director.
The Board meets at regular interval with gap
between two meetings not exceeding 120
days. Additional meetings are held as and
when necessary. During the year under the
review, the Board met 7 times on the
following dates: 08th May, 2023, 29th May,
2023, 24th July, 2023, 14th August, 2023, 29th
August, 2023, 10th November, 2023 and 12th
February, 2024
7. DIRECTORS' RESPONSIBILITY
STATEMENT:
In terms of Section 134 (3) of the Companies
Act, 2013, in relation to the financial
statements for FY 2023-24 the Board of
Directors state that
a) In preparation of the annual accounts,
the applicable accounting standards
have been followed along with proper
explanation relating to material
departures, if any;
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 as on 31st March, 2024 and of
the profits for the year ended 31st
March, 2024;
c) The Directors have taken proper and
sufficient care for 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; and
d) The financial statements have been
prepared on a going concern basis.
e) The Directors had laid down internal
financial controls to be followed by the
company and that such internal
financial controls are adequate and
were operating effectively.
f) 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
8. POLICY ON DIRECTORS' APPOINTMENT
AND REMUNERATION INCLUDING
CRITERIA FOR DETERMINING
QUALIFICATIONS, POSITIVE ATTRIBUTES,
INDEPENDENCE OF A DIRECTOR AND
OTHER MATTERS PROVIDED UNDER SUB¬
SECTION (3) OF SECTION 178
The Nomination & Remuneration Committee
considers the requirement of the skill on the
Board, integrity of the persons having
standing in their respective field/profession
and who can effectively contribute to the
Company's business and policy decisions,
recommend the appointment to the Board
for approval.
Any payment to non-executive directors of the
Company is decided on the basis of the
market rate of the same service and the after
considering the professional knowledge and
expertise of the Director in the same field.
The Committee has approved a policy with
respect to the appointment and remuneration
of the Directors and Senior Management
personnel.
9. STATUTORY AUDITORS AND THEIR
REPORT
M/s. Vijay Moondra & Co, Chartered
Accountants, the Statutory Auditors of the
Company has Conducted the audit for
Financial Year 2023-24.
The Auditors’ Report does not contain any
qualification, reservation or any adverse
remark.
The board has decided to appoint them as
Statutory auditors to conduct the Audit for the
further Period at the ensusing Annual general
Meeting.
10. CORPORATE GOVERNANCE REPORT
Pursuant to Regulation 15 of the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015, the Report on Corporate
Governance and Management Discussion &
Analysis Report are not applicable to the
Company, as the paid up equity share capital
of the Company is less than Rs. 10 Crore and
net worth of the Company is less than Rs. 25
Crores as on the last date of Financial year
2021-22.
11. INTERNAL AUDITORS
Pursuant to the provisions of Section 138
read with Rule 13 of the Companies
(Accounts) Rules, 2014, your Company has
appointed M/s RNCA & Associates.,
Chartered Accountants, as the Internal
Auditors of the Company for conducting
internal audit for the financial year 2024-25.
12.SECRETARIAL AUDIT REPORT
Pursuant to Section 204 read with Section
134(3) of the Companies Act, 2013, the
Board of Directors has appointed Ms. Viral
Garachh, Company Secretary, Ahmedabad as
Secretarial Auditor of the Company for FY
2023-24. The Secretarial Audit Report
issued in Compliance with SEBI (LODR) by
Ms. Viral Garachh Is annexed with the
Board’s report as Annexure B.
13.SECRETARIAL AUDITORS' REMARKS
Ms. Viral Garachh, Company Secretary who
was appointed as Secretarial Auditor for the
Company for conducting audit for the year
2023-24, has given following qualifications
in her report
i. “Section 203 of the companies Act, 2013
has not been complied with having regards
to appointment of Key Managerial
Personnel”
ii. During the year under audit, it is observed
that the company obtained the Structural
Digital Database Software on 29th July,
2023 and therefore the company did not
complied with the provisions of Regulation
3(5) and Regulation 3(6) of Security and
Exchange Board of India (Prohibition of
Insider Trading) Regulation, 2015 during
the 1st quarter of the F.Y. 2023-24
14. MANAGEMENT'S VIEW ON REMARKS
With reference to the remarks provided in
the Secretarial Audit Report, Board of
Directors of the Company has considered
the remarks.
i. With respects to non-appointment of
Directors, your Directors were not able to
find any suitable candidate for the post and
thus the position remains vacant. Your
Directors will strive harder to find a
suitable candidate and will comply with
the law. With opening of the Independent
Director’s Repository, your Directors are
hopeful to appoint Directors to the Board.
ii. With respects to Structured Digital
Database, company was maintaining excel
based entry system, and shifted its entire
database on software w.e.f. 29th July, 2023
and made good the non-compliance.
L5.CODE OF CONDUCT
The Company has adopted a Code of
Business Conduct based on the business
principles of the Company. The Board has
laid down the code of conduct for all Board
members and Senior management of the
Company. The code of conduct has been
posted on the website of the company. All
Board members and Senior management
personnel affirms the compliance with the
code on an annual basis in the prescribed
format.
L6.STATEMENT ON DECLARATION GIVEN BY
INDEPENDENT DIRECTORS UNDER SUB¬
SECTION (6) OF SECTION 149
The Company has received declarations
from all the Independent Directors
confirming that they meet the criteria of
Independence as prescribed under the
applicable provisions of the Companies Act,
2013 read with the Schedules and Rules
issued thereunder as well as applicable
regulations of SEBI (Listing Obligations and
Disclosure Requirements) Regulations,
2015.
17. DEMATERIALIZATION
The Equity shares of the Company are in
compulsory demat segment and are
available for trading in the depository
system of both National Securities
Depository Ltd (NSDL) and the Central
Depository Services (India) Ltd. (CDSL).
52,19,772 nos. of equity shares forming
94.59% of the equity share capital of the
Company stands dematerialized on 31st
March, 2024.
18. LISTING OF SHARES:
The Equity Shares of the Company are listed
on the BSE Limited, the nation-wide Stock
Exchange.
19. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED
PARTIES
All the related party transactions were at
arm’s length basis. They were in compliance
with the applicable provisions of the
Companies Act, 2013 and the Listing
Agreement.
All the related party transactions are put
forth for the approval of appropriate bodies,
as applicable, in compliance with the
applicable provisions of the Act. A statement
of all related party transactions is presented
before the Audit and Risk Management
Committee for its review on quarterly basis,
specifying the nature, value and terms and
conditions of the transaction.
20. CORPORATE SOCIAL RESPONSIBILITY
(CSR)
Provisions of Corporate Social Responsibility
(CSR) are currently not applicable to the
Company.
21. CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO
The details relating to conservation of
energy, technology absorption, foreign
exchange earnings and outgo prescribed
under Section 134 (3)(m) of the Companies
Act, 2013 read with Rule 8(3) of the
Companies (Account) Rules, 2014 are not
applicable to the Company.
22. PARTICULARS OF EMPLOYEES
The information required pursuant to
Section 197 read with the Companies
(Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are not
applicable to the Company.
23. THE EXTRACT OF THE ANNUAL RETURN
The details forming part of the extract of the
Annual Return in Form MGT 9 as required
under Section 134 (a) of the Companies Act,
2013, is attached as Annexure A to this
Report.
24. APPRECIATION AND
ACKNOWLEDGEMENTS
The Board of Directors places on record
their appreciation for the continued support
and confidence received from its Bankers
and employees of the Company.
For and on behalf of the Board of Directors
Shashikant Thakar
Chairman
DIN:02887471
Place : Ahmedabad
Date: 13/08/2024
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