Dear Members,
Your Directors take pleasure in presenting the 39th Annual Report covering the
highlights of the finance, business, and operations of your Company. The report also
includes the Audited Financial Statements of the Company prepared in compliance with Ind
AS accounting standards, for the financial year ended March 31, 2023.
HIGHLIGHTS OF FINANCIAL PERFORMANCE
The financial performance of the Company for the year ended March 31, 2023, is
summarised below:
( in Thousands)
Particulars |
2022-23 |
2021-22 |
Total Income |
54304.03 |
33245.79 |
Profit before Interest & Depreciation |
(1383.68) |
7704.77 |
Interest |
433.50 |
267.74 |
Depreciation |
4882.93 |
1288.87 |
Profit before taxation |
(10602.11) |
6148.16 |
Provision for Tax (Including Deferred tax & IT of Earlier Years) |
2215.17 |
1349.29 |
Profit after tax |
(12817.28) |
4798.87 |
Other Comprehensive Income |
|
|
(i) Items that will reclassified to Profit and Loss (Net of Tax) |
504.69 |
2304.62 |
Total Comprehensive Income for the period |
(12312.59) |
7103.49 |
REVIEW OF OPERATIONS:
Your directors have pleasure to inform that the Company commenced commercial production
of snack products in November, 2022 and successfully stabilized the manufacturing process
during November 2022 and March 2023 , the company manufactured snack products not only on
job order basis but also on its own brand " Skitos" and earned a revenue of Rs
136.06 lakh . As in earlier years, the company earned income from deployment of surplus
funds from time to time. The loss of Rs 128.17 lakh after tax in 2022-2023 is mainly due
to disproportioned expenses in the initial year of the snack products in relation to the
level of output . With the progressive increase in the level of output the company is
expected to earn a reasonable profit in the full year of operation .
FUTURE PROSPECT
The industries in the fast-moving consumer goods (FMCG) sector plays a very important
role in the Indian economy. With strong growth rate of India's FMCG industry and its
increasing demand in the consumer market, the Company expects to see better margins and
profitability in the forthcoming year.
DIVIDEND & TRANSFER TO RESERVES
In view of the business requirements of the Company, the Board of Directors has not
recommended dividend for the financial year ended March 31, 2023. During the financial
year, the Company did not transfer any amount to Reserve.
SHARE CAPITAL
The Authorised Share Capital of the Company is Rs. 9,00,00,000/- (Rupees Nine Crores
Only) consisting of 7,50,00,000 Equity shares of Re.1/- each and 1,50,000 Preference
Shares of Rs.100/- each as on 31st March, 2023. The paid-up share capital of the Company
stands at Rs. 1,45,02,400 comprising of 1,45,02,400 equity shares of Re.1/- each as on
31st March, 2023. During the year under review, the Company has not issued any sweat
equity shares or bonus shares or equity shares with differential rights.
CHANGE IN NATURE OF BUSINESS, IF ANY
During the year under review, there was no change in the business of your Company.
SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR 2023
The company commenced commercial production of manufacturing of ready to eat snacks by
producing different varieties and flavors of snacks at its factory located at Plot No - 34
- 38, KIADB Industrial Area, Sathyamangala, Tumkur- 572 104, Karnataka. Apart from this,
there was no other significant events during the financial year 2022-2023.
SIGNIFICANT EVENTS AFTER BALANCE SHEET DATE
The Company has received show cause notices in the month of April , 2023 from the
office of Registrar of Companies ( Karnataka) for violation of Sections 129, 134 and 383A
of the Companies Act 2013 for irregularities in disclosure of certain information in
financial statement for FY ended 31-03-2018, 31-03-2019 and 31-03-2020 and also received
show cause notice for violation of Rule 2 of the Companies (Acceptance of Deposits) Rules
2014 for the year ended 31-03-2019. As on the date of this report the Company is in the
process of compounding/adjudication of the offences for violation of the aforesaid
sections and rules before the office of the Regional Director, Ministry Of Corporate
Affairs, South East Region, Hyderabad and ROC , Karnataka.
The Company underwent disruption of operations at the Head office of the Company
situated at Kolkata as a major fire occurred on 10-05-2023 in the building known as
"Saraf House" where the head office of the Company is situated on the third
floor of the building. Fortunately, no office employees were injured, but due to this
tragedy, the head office was extensively and severely damaged including loss of books of
accounts and other records of the Company. The building was sealed and barricaded by the
Police and Fire Department, Kolkata and no entry was permitted inside the building. The
incident was duly informed by the company to the statutory regulators such as Income Tax,
ROC, SEBI , BSE and other governmental bodies . However , the company obtained clearance
permission from Fire Department, Kolkata and Hare Street Police Station, Kolkata on May
22,2023 to enter the premises and retrieve computerized data from the servers . The
Company made alternate arrangements at a temporary location near the head office for
employees to start the operations.
DIRECTORS & KEY MANAGERIAL PERSONNEL
Appointment/Re-appointment
In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr Gautam
Modi (DIN: 06482645), Director of the Company, retires by rotation at the ensuing Annual
General Meeting and being eligible, offers himself for re-appointment as Director, as per
the provisions of the Companies Act, 2013. He holds 2800 shares of the Company in his own
name. Mr. Bal Krishna Bhalotia (DIN:00049850), Independent Non-Executive Director of the
Company, was appointed to said office by the members of the company at the 35th Annual
General Meeting held on September 30, 2019 for a term of 5 years w.e.f August 14, 2019 to
August 13, 2024.
He is due for retirement from the first term as an independent director on August 13,
2024 and have expressed his willingness for re-appointment for a second term of five years
and being eligible, Nomination and Remuneration Committee (NRC) at its meeting held on
July 20, 2023, after taking into account the performance evaluation of Mr Bal Krishna
Bhalotia during his first term of 5 (five) years and considering his knowledge, acumen,
expertise, experience and substantial contribution and time commitment, has recommended to
the Board for his reappointment for a second term of 5 (five) years.
The NRC has considered his diverse skills, leadership capabilities, expertise in
governance, finance, tax & regulatory advisory, and vast business experience, among
others, as being key requirements for this role. In view of the above, the NRC and the
Board are of the view that Mr Bal Krishna Bhalotia possesses the requisite skills and
capabilities, which would be of immense benefit to the Company, and hence, it is desirable
to reappoint him as an independent director. Based on the recommendation of the NRC, the
Board, recommended the reappointment of Mr Bal Krishna Bhalotia as an independent
director, not liable to retire by rotation, for a second term of 5 (five) years effective
August 14, 2024, to August 13, 2029 (both days inclusive) to the shareholders of the
Company by way of special resolution as Mr Bal Krishna Bhalotia is aged beyond 75yrs .
Mr. Bal Krishna Bhalotia (DIN: 00049850) has given his consent to act as Director and
declaration to the Board, pursuant to Section 149(7) of the Companies Act, 2013, that he
meets the criteria of independence as provided in Section 149(6) of the Companies Act,
2013 and Regulation 16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The Company has received notice in writing pursuant to Section 160 of
the Act, from a member proposing the reappointment of Mr. Bal Krishna Bhalotia for the
office of independent director under the provisions of Section 149 of the Act.
The Company has received all statutory disclosures / declarations from Mr. Bal Krishna
Bhalotia, including (i) Consent in writing to act as director in Form DIR-2, pursuant to
Rule 8 of the Appointment Rules,(ii) Intimation in Form DIR-8 in terms of the Appointment
Rules to the effect that he is not disqualified under sub-section (2) of Section 164 of
the Act, and (iii) A declaration to the effect that he meets the criteria of independence
as provided in sub-section (6) of Section 149 of the Act. Information regarding the
directors seeking appointment/re-appointment as required by Regulation 36 of the Listing
Regulations and Secretarial Standard-2 has been given in the notice convening the ensuing
Annual General Meeting In the view of the Board, all the directors possess the requisite
skills, expertise, integrity, competence, as well as experience considered to be vital for
business growth.
All the directors have submitted declarations that they are not disqualified for being
appointed as directors in terms of Section 164 of the Companies Act, 2013 and Rule 14(1)
of Companies (Appointment and Qualification of Directors) and MBP-1 Notice of interest by
director in terms of Section 184(1) and Rule 9(1) of The Companies Act, 2013.
Declaration By Independent Directors
There are four Independent Directors on the Board of the Company as on the date of this
report. The Company has received declarations from all the Independent Directors
confirming that they meet the criteria of independence as prescribed under Section 149 of
the Act as well as Regulation 16 of the Listing Regulations.
The Independent Directors have also submitted a declaration confirming that they have
registered their names in the databank of Independent Directors as being maintained by the
Indian Institute of Corporate Affairs (IICA) in terms of Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules, 2014 and the required directors have
qualified for the proficiency self-assessment test in terms of Rule 6(4) of the Companies
(Appointment and Qualification of Directors) Rules, 2014. None of the Independent
Directors are aware of any circumstance or situation, which exist or may be reasonably
anticipated, that could impair or impact their ability to discharge their duties with an
objective independent judgment and without any external influence. The Board of Directors
have taken on record the declaration and confirmation submitted by the Independent
Directors after undertaking due assessment of the same and in their opinion the
Independent Directors fulfill the conditions specified in the Act and Listing Regulations
and are independent of the management. The Independent Directors have complied with the
Code for Independent Directors prescribed in Schedule IV to the Act along with the Code of
Conduct for Directors and Senior Management Personnel formulated by the Company as per
Listing Regulations.
Meeting of the independent directors
The Independent Directors of the Company met separately on 14th November, 2022 without
the presence of Non-Independent Directors and members of management. Sri Arabinda De
designated as the lead Independent Director, chaired the Independent Director's meeting.
Following matters were, inter alia, reviewed and discussed in the meeting:
Performance of Non-Independent Directors and the Board of Directors as a whole.
Assessment of the quality, quantity and timeliness of flow of information between the
Company management and the Board that is necessary for the Board to effectively and
reasonably perform their duties.
Key Managerial Personnel (KMPs)
There has been no change in the KMPs during the year under review.
Skills/Expertise/Competencies of the Board of Directors
We believe that it is the collective effectiveness of the Board that impacts Company's
performance and therefore members of the Board should have a balance of skills, experience
and diversity of perspectives appropriate to the Company. The identification of the core
skills of individual Directors not only assist in ascertaining the specialization of each
Director but also helps in identifying the gaps in core skill required for effective
functioning of the Company.
The specific areas of focus or expertise of individual Board members have been
highlighted
in the table below:
Name of Directors |
DIN |
Category |
Core Skills |
Mr Krishna Murari Poddar |
00028012 |
Managing Director |
Industry Expertise, Leadership, Management & Corporate Strategy |
Mrs Uma Poddar |
07140013 |
Non-Executive Director |
Administration & Human Resource |
Mr Arabinda De |
00028093 |
Independent Non- Executive Director |
Industry Expertise , Legal, Compliance, Governance & Risk Management , Leadership,
Management & Corporate |
|
|
|
Strategy Marketing Operations |
Mr Bal Krishna Bhalotia |
00049850 |
Independent Non- Executive Director |
Financial, Taxation & Accounting |
Mr Avinash Kumar Khaitan |
06936383 |
Independent Non- Executive Director |
Financial & Accounting, Administration & Human Resource |
Mr Arvind Kejariwal |
08996095 |
Independent Non- Executive Director |
Banking & Corporate Strategy |
Mr Gautam Modi |
06482645 |
Non-Executive Director |
Administration & Human Resource ,Sales & Marketing |
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with
respect to Directors Responsibility Statement, it is hereby confirmed that :
(i) In the preparation of the annual accounts for the year ended 31st March, 2023, the
applicable accounting standards read with requirements set out under Schedule III of the
Act have been followed and there are no material departures from the same;
(ii) The selected accounting policies were applied consistently and the judgments and
estimates are reasonable and prudent so as to give a true and fair view of the state of
affairs of the company as at 31st March, 2023 and of the profit of the company for the
year ended on that date;
(iii) proper and sufficient care has been taken 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;
(iv) annual accounts has been on a going concern basis; and
(v) internal financial controls have been laid down to be followed by the company and
that such internal financial controls are adequate and are operating effectively.
(vi) proper systems has been devised to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.
NUMBER OF MEETINGS OF BOARD OF DIRECTORS
The Board of Directors of the Company met four (4) times during the year under review.
The dates of the Board Meetings are 30.05.2022, 10.08.2022, 14.11.2022 and 14.02.2023.
CORPORATE GOVERNANCE
Pursuant to Regulation 15(2) of the SEBI (LODR) Regulations, 2015, the provisions of
Regulation 17 to 27 and clauses (b) to (i) of Regulation 46(2) and Para C, D and E of
Schedule V, are not applicable to the Company, as the paid - up equity share capital of
the Company is Rs 1.45 crore and net worth is Rs 11.24 crores as on 31st March, 2023 which
is below the prescribed limit (i.e. paid up equity share capital not exceeding Rs 10 crore
and net worth not exceeding Rs 25 crore, as on the last day of the previous financial
year).
The Company believes in and has practiced good Corporate Governance. Our corporate
governance philosophy is based on the principles of equity, fairness, spirit of law,
higher standards of transparency, accountability and reliability in respect of all its
transactions. The Company believes that sound corporate governance is necessary to retain
stakeholders' trust and ensures efficient working and proper conduct of the business of
the Company with integrity. The guidelines for its development is a continuous process,
which often undergoes changes to suit the changing times and needs of the business,
society and the nation.
CONSTITUTION OF VARIOUS COMMITTEES AS PER COMPANIES ACT, 2013
The company has constituted sub-committees of the board as per the provisions of
Companies Act, 2013 with proper composition of its members.
(a) The composition of the Audit Committee is as under: -
1. Mr. Arabinda De |
- Chairman |
2. Mr Avinash Kumar Khaitan |
- Member |
3. Mr. Gautam Modi |
- Member |
The terms of reference, inter alia, includes, recommendation for appointment,
remuneration and terms of appointment of auditors of the company, reviewing and
monitoring the auditor's independence, performance and effectiveness of audit process,
examination of the financial statement and the auditors' report thereon, approval or any
subsequent modification of transactions of the company with related parties, scrutiny of
inter-corporate loans and investments, valuation of undertakings or assets of the company,
wherever it is necessary, evaluation of internal financial controls and risk management
systems and monitoring the end use of funds raised through public offers and related
matters.
(b)The composition of the Nomination & Remuneration Committee is as under: -
1. Mr Avinash Kumar Khaitan |
- Chairman |
2. Mr. Arabinda De |
- Member |
3. Mr. Gautam Modi |
- Member |
The terms of reference, inter alia, includes formulating criteria for determining
qualification, positive attributes and independence of directors, carrying out evaluation
of Independent Directors and the Board, recommending to Board policy relating to
remuneration of Directors, Key Managerial Personnel (KMP) and other employees, carrying
out other function as is mandated by the Board from time to time and to perform such other
functions which is necessary or appropriate for the performance of duties.
The abridged policy framed by Nomination & Remuneration Committee is as follows-
The company considers its human resources as its invaluable asset and harmonizes the
aspirations of the same which are consistent with the goals of the company. The level and
composition of Directors, KMP and Senior Management will be of the nature required to run
the company smoothly and adequate to improve productivity and attract, retain and motivate
them. The committee shall determine and recommend their appointment, term of service,
qualifications and cessation as per statutory requirement and ethical standards of
probity, rectitude, qualification, competence and experience of concerned person subject
to Board's approval.
The relationship of remuneration to performance is clear and meets appropriate
performance benchmarks. The remuneration involves a balance between fixed and incentive
pay reflecting short and long-term performance to achieve the Company's target. Members
will elect the Chairman of the Committee.
Non-Executive Directors may be remunerated in the form of sitting fees for attending
the Board Meeting as fixed by the Board occasionally. While deciding remuneration of
Managing Director and Executive Directors the committee considers pay and comprehensive
factors of industry and concerned person so as to remunerate them fairly and reasonably
along with some perquisites, allowances and the likes as per the rules of the company,
subject to statutory requirements.
A member is not qualified to be present when his remuneration or performance is
discussed or evaluated respectively. Matters shall be decided by majority of votes of
Members present and voting and such decision shall for all purposes be deemed decision of
the Committee. In case of equality of votes, the Chairman of the meeting will have a
casting vote.
The remuneration of the other employees is fixed occasionally as per the guiding
principle outlined above and considering industry standard and cost of hiring. In addition
to basic salary they are also provided other benefits as per scheme of the company and
statutory requirements where applicable. The detailed policy placed on the Company's
website and can be accessed through following links
http://ceeta.com/wp-content/uploads/2022/05/506374-nomination-and-remunerationpolicy.pdf,
https://ceeta.com/wp-content/uploads/2023/02/CIL-Terms-and-conditions-of-appointment-of-Independent-Directors.pdf,
https://ceeta.com/wp-content/uploads/2023/02/CIL-Criteria-of-making-payment-to-Non-Executive-Directors-1.pdf
(C)The composition of the Stakeholder Relationship Committee is as under:-
1. Mr. Arabinda De |
- Chairman |
2. Mr Avinash Kumar Khaitan |
- Member |
3. Mr. Gautam Modi |
- Member |
The Board has delegated the power of looking into the matters of the
stakeholders/investors to Ms. Smally Agarwal, Company Secretary and Compliance Officer of
the Company in consultation with the Registrar to Issue & Share Transfer Agent of the
Company M/s. Niche Technologies Pvt. Ltd.
DISCLOSURE PERTAINING TO SEXUAL HARRASMENT OF WOMEN AT WORKPLACE:
Your Company has always believed in providing a safe and harassment free workplace for
every individual working in premises. The Company always endeavors to create and provide
an environment that is free from discrimination and harassment including sexual
harassment. The Company has complied with provisions relating to the constitution of
Internal Complaints Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. The company has in place a policy,
which mandates no tolerance towards sexual harassment at the workplace. All employees
(Permanent, contractual, temporary and trainees) are covered under this policy. In
addition, there were no complaints reported under the Prevention of Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 for the FY 2022-2023.
BOARD EVALUATION
The Company has a three tier evaluation system undertaken annually on the basis of a
structured questionnaire which comprises evaluation criteria taking into consideration
various performance related aspects and key result areas. The Independent Directors
evaluated the performance of the Managing Director including all Non-Independent
Directors, the Committees and the Board as a whole and the Nomination & Remuneration
Committee evaluated the performance of Independent Directors and also reviewed the
evaluation made by the Independent Directors in their meeting. Subsequently, the Board
reviewed performance of all the individual Directors, the Committees and the Board as a
whole based on the recommendation of Nomination & Remuneration Committee and expressed
satisfaction and contentment on the performance of all the Directors, the Committees and
the Board as a whole. With regard to integrity, expertise and experience (including the
proficiency) of the Independent Director appointed/re-appointed, the Board of Directors
are of the opinion that all the Independent Directors are persons of integrity and possess
relevant expertise and experience and their continued association as Directors will be of
immense benefit and in the best interest of the Company.
PARTICULARS OF REMUNERATION OF DIRECTORS/KMP/EMPLOYEES
The Company considers numerous factors while recommending for increase/decrease in
remuneration of the employee and management personnel such as companies polices ,
contribution made by the employee ,financial performance of the Company, comparison with
peer companies, industry benchmarking and regulatory guidelines as applicable to
Managerial Personnel. Disclosure pertaining to Remuneration and other details as required
under Section 197 (12) of the Act read with Rule 5(1), 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 (the Rules) is annexed
and marked as Annexure A to this Report. There was no employees drawing
remuneration of or in excess of the amount prescribed under the Companies Act, 2013.
HUMAN RESOURCES AND INDUSTRIAL RELATIONS
It has been explained in the Management's Discussion and Analysis Report.
FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS & OTHER DIRECTORS
The Board members are provided with necessary documents, reports, relevant statutory
updates and internal policies to enable them to familiarize with the Company's procedure
and practices. The Independent Directors and other Directors are familiarized, inter alia,
with the Company, their duties, roles and responsibilities, the nature of industry, the
business model of the Company. The Directors are also updated on the changes in relevant
corporate and economic laws relating to their roles and responsibilities as directors to
enable them to take well informed decision and discharge their duties and responsibilities
in an efficient manner and to contribute significantly towards the growth of the Company.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company believes in conducting its affairs in fair and transparent manner by
adopting the highest standards of professionalism, honesty, integrity and ethical
behavior. Pursuant to the requirement of the Section 177(9) of the Companies Act, 2013,
the Company has established vigil mechanism which also incorporates a whistle blower
policy in terms of the SEBI Listing Regulations in order to provide a secure environment
and to encourage employees to report unethical, unlawful, improper practice, acts or
activities, if any. Protected disclosures can be made by a whistle blower through an e
mail or phone or letter to the chairman of Audit Committee. The Vigil Mechanism policy is
placed on the Company's website and can be accessed through the link
https://ceeta.com/wp-content/uploads/2023/02/CIL-Vigil-Mechanism-Policy.pdf.During the
year under review no employee was denied access to the Audit Committee.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the year under review, all the transactions entered by your Company with related
parties were on arm's length price and in the ordinary course of business and that the
provisions of the Section 188 of the Companies Act, 2013 is not attracted. Thus,
disclosure under section 134(3)(h) of the Companies Act, 2013, in Form AOC-2. is not
required. Further, there are no materially significant related party transactions during
the year under review made by the Company with Promoters, Directors, Key Managerial
Personnel or other designated persons which may have a potential conflict with the
interest of the Company at large. All transactions with related parties are given in the
notes forming part of the financial statements. Omnibus approval in respect to regular
related party transaction to be entered into by the company during FY 2023- 24, was
granted by the Audit Committee and Board of Directors at their meetings held on
14.02.2023.
PARTICULARS OF LOANS, ADVANCES & INVESTMENTS
Pursuant to Section 186 of the Companies Act, 2013 and Schedule V of the Listing
Regulations, disclosure on particulars relating to Loans, Advances, Guarantees and
Investments are provided as part of the financial statements. The Company has been
informed that the said loans are proposed to be utilised by each recipient for its general
business/corporate purposes.
RISK MANAGEMENT, RISKS AND CONCERNS
The Company has built a comprehensive risk management framework that seeks to identify
all kinds of anticipated risks associated with the business and to take remedial actions
to minimize any kind of adverse impact on the Company. The Company understands that risk
evaluation and risk mitigation is an ongoing process within the organization and is fully
committed to identify and mitigate the risks in the business. The identification of risks
is done at strategic, business and operational levels and the risk management process of
the Company focuses mainly on three elements, viz. (i) Risk Assessment; (ii) Risk
Management; (iii) Risk Monitoring. The Company has formulated and implemented a Risk
Management policy in accordance with Listing Regulations, to identify and monitor business
risk and assist in measures to control and mitigate such risks.
The Audit Committee examines inherent and unforeseen risks in accordance with the
policy on a periodic basis and ensures that mitigation plans are executed with precision.
The Board is also briefed about the identified risks and mitigation plans undertaken by
the management at regular intervals. As on date, there are no risks which in the opinion
of the Board can threaten the existence of the Company. However, some of the probable
risks which might pose challenges before the Company have been set out in the Management
Discussion and Analysis section of this Annual Report. Details of various foreign exchange
risks and commodity risks faced by the Company during the year have been separately
disclosed in the in the notes forming part of the financial statements.
INTERNAL FINANCIAL CONTROL
The Board has adopted policies and procedures for governance of orderly and efficient
conduct of its business, including adherence to the Company's policies, safeguarding its
assets, prevention and detection of frauds and errors, accuracy and completeness of the
accounting records and timely preparation of reliable financial disclosures. The internal
financial controls with reference to the Financial Statements are commensurate with the
size and nature of business of your Company. These have been designed to provide
reasonable assurance with regard to recording and providing reliable financial and
operational information, complying with applicable Indian Accounting Standards (Ind AS)
and relevant Statutes. The Internal Auditor and the Audit Committee reviews the Internal
Financial Control system periodically. 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.
SECRETARIAL STANDARDS
During the year under review, your Company has duly complied with the Secretarial
Standards 1 and 2 issued by the Institute of Company Secretaries of India.
DEPOSITS
During the year under review, the company did not accept any deposits from the public
under Companies Act, 2013 read with rules.
STATUTORY AUDITORS & AUDITORS' REPORT
Pursuant to Section 139 of the Companies Act, 2013, M/s. Ruwatia & Associates,
Chartered Accountants (ICAI Firm Registration No. 324276E) was appointed as the Statutory
Auditors of the Company for a term of 5 consecutive years commencing from the conclusion
of 34th AGM of the Company. Since the term of 5years of M/s. Ruwatia & Associates,
Chartered Accountants, the present statutory auditor of the company expires at the ensuing
Annual General Meeting of the Company and they have expressed their unwillingness for
reappointment., therefore it was required to appoint a new Statutory Auditor, pursuant to
provisions of Section 139 of the Companies Act, 2013.
The Board of Directors in light of recommendation of Audit Committee have recommended
to the shareholders for their approval for appointment of M/s G.K. Tulsyan and Company
(Firm Registration No 323246E,) Chartered Accountants as Statutory Auditor of the Company
for a period of 5 years effective from conclusion of 39th AGM of the Company till the
conclusion of 44th AGM . The consent letter, certificate of eligibility and confirmation
that appointment, if made, would be within the limits prescribed under Companies Act,
2013, dated 15.07.2023, from M/s G.K. Tulsyan and Company, Chartered Accountant was
received.
The Auditors' Report on the accounts for the year ended 31st March 2023 does not
contain any qualification, reservation, adverse remark or observation including reference
made therein, to the notes forming part of the financial statements are self-explanatory
and does not require to be elucidated further.
INTERNAL AUDITOR & INTERNAL AUDIT
Pursuant to the provisions of Section 138 of the Companies Act, 2013, the board of
directors has appointed M/S. DKSK & Associates, Practicing Chartered Accountant firm (
Firm Registration No014950S) as the Internal Auditor of the Company for the Financial Year
2023-2024, on the recommendation of Audit Committee. The Internal Audit Report submitted
by Internal Auditors during the Financial Year 2022-23 have been reviewed by the Audit
Committee and Board, at their respective meetings and the suggestions therein implemented
to the extent possible.
SECRETARIAL AUDITOR & SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board of
Directors has re-appointed M/s. Drolia & Co, Practicing Company Secretary (Membership
No-2366, Certificate of Practicing No-1362, Peer Review No 1928/2022) as the Secretarial
Auditor of the Company for the financial year 2023 2024. The Secretarial Audit Report in
Form MR-3 is annexed to this report. Report of the Secretarial Auditor including reference
made therein is self-explanatory and does not require to be elucidated further.
In compliance with the provisions of section 134(3) of the Companies Act, 2013, the
Secretarial Auditor in their report for the financial year ended on the 31st March, 2023,
made the following observations: Observation 1: The Company has received show cause
notices from the office of Registrar of Companies ( Karnataka) for violation of Sections
129, 134 and 383A of the Companies Act 2013 for irregularities in disclosure of relevant
informations in financial statement for FY ended 31-03-2018, 31-03-2019 and 31-03-2020 and
also received show cause notice for violation of Rule 2 of the Companies (Acceptance of
Deposits) Rules 2014 for the year ended 31-03-2019.
Explanation: The Company is in the process of compounding/adjudication of the offences
for violation of the aforesaid sections and rules before the office of the Regional
Director, Ministry Of Corporate Affairs, South East Region, Hyderabad and ROC , Karnataka.
Observation 2: The Company has not filed Audited Financial Results under Regulation 33
of the SEBI (LODR) 2015 for the quarter and year ended 31st March, 2023 within time limit
due to disruption of operations at the Head office of the Company as major fire incident
occurred on 10-05-2023. The company has informed the exchange and SEBI in details about
the incident and intimated the exchange vide corporate announcements 11-05-2023 and
requested the exchange and SEBI vide corporate announcements 20-05-2023 for granting
extension of timeline for submission of audited financial statement/results and also
disclosed the reasons for anticipated delay in financial results in advance to the
exchange and SEBI complying the requirement of SEBI circular no. CIR/CFD/CMD-1/142/2018
dated 19 November 2018 informing reason for delay in submission of financial results. The
Company filed the Audited Financial Results under Regulation 33 of the SEBI (LODR) 2015
for the quarter and year ended 31st March, 2023 on 30-06-2023.
Explanation: The Company was unable to file the audited financial results for the
quarter and year ended 31st March, 2023 with the Stock Exchanges within the time limit
i.e. 30-05-2023 as a major fire incident took place on May 10, 2023 at the head office of
the company located at Kolkata. This was duly intimated to the exchange u/r 30 of SEBI
(LODR), 2015 on May 11, 2023 and thereafter the Company requested for extension for filing
of results to SEBI and BSE by submitting hard copy of the request letter on May 19, 2023
and filed the same via corporate announcement on May 20, 2023 to the exchange giving full
details of the incident with supporting documents , pictures , newspaper cuttings and
disclosed the reasons for anticipated delay in filing of financial results as per
applicable SEBI Circular in advance that the Company has a total of three offices each
located at Tumkur , Bangalore and Kolkata . The financial results are prepared after
combining the financial data of all three offices due to fire in the building of Kolkata
office, the Company did not had access to the office as it was barricaded by the Police
Department, Kolkata, therefore it was not possible to finalize the balance sheet for the
quarter and year ended March 31, 2023 within the stipulated time. The Company also
regularly replied to all the queries raised by exchange SOP department giving reasons and
explanations with supporting documents clearly informing that on May 22, 2023, the company
got the access to enter the premises and retrieve the computerized data from the servers
and thereafter the company initiated the preparation of audited financial statements for
the said period and confirmed to the exchange that it will be submitted on or before June
30, 2023 and the Company did the compliance and submitted the audited financial results on
June 30, 2023.
ANNUAL RETURN
Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Annual
Return as on 31st March, 2023 is placed on the Company's website and can be accessed
through the link: https://ceeta.com/wp-content/uploads/2023/08/Annual-Return-2022-2023.pdf
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
A statement pursuant to Section 134(3)(m)of the Act read with Rule 8 of the Companies
(Accounts) Rules, 2014 on conservation of energy, technology absorption, foreign exchange
earnings and outgo is annexed to and marked as Annexure B to this Report.
MANAGEMENT DISCUSSION & ANALSIS REPORT
In accordance with Regulation 34 and Schedule V of SEBI (LODR) Regulations, 2015, a
statement on management discussion and analysis is forming part of this annual report.
REGISTRAR AND TRANSFER AGENTS
The Company continued appointment of M/s. Niche Technologies Pvt. Ltd. of 3A Auckland
Place, 7th Floor, Room No. 7A & 7B, Kolkata 700 017, Ph No 033 2280 6616, e-mail-
nichetechpl@nichetechpl.com, as the Registrar and Share Transfer Agents of the Company
LISTING ON STOCK EXCHANGES & STOCK CODE
The Company's Shares are traded at BSE Ltd. Scrip Code 514171. The annual
listing fee has
been paid to the Stock Exchange.
DEMATERIALIZATION OF SHARES
The Equity Shares of the Company are registered with National Securities Depository
Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) for having the facility of
Dematerialization of shares and its ISIN NO. is INE760J01012.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There are no significant or material orders passed by the Regulators/ Courts/ Tribunals
that could impact the going concern status of the Company and its future operations.
However, Members' attention is drawn to the statement on contingent liabilities,
commitments in the notes forming part of the Financial Statements.
REPORTING OF FRAUD BY AUDITORS
During the year under review, the Statutory Auditors and Secretarial Auditors have not
reported any instances of frauds committed in the Company by its officers or employees, to
the Audit Committee under Section 143(12) of the Companies Act, 2013 details of which
needs to be mentioned in this Report.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016
During the year under review there was no application made or pending proceeding under
the Insolvency and Bankruptcy Code, 2016.
DETAILS OF ANY DIFFERRENCE BETWEEN VALUATION DONE ON ONE TIME SETTLEMENT AND VALUATION
WHILE AVAILING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONSTION (EFI)
The Company serviced all the debts & financial commitments as and when they became
due and no settlements were entered into with the bankers.
GENERAL
The other disclosures, not commented upon in this report pursuant to Section 134 of the
Companies Act, 2013 read with rules or any other law for the time being in force, are not
applicable to the Company for the financial year under review.
ACKNOWLEDGEMENT:
Your Directors have pleasure in recording their appreciation for all the guidance and
cooperation received from all its customers, Members, investors, vendors, partners,
banker's government authorities and other stakeholders for their consistent support to
your Company in its operations. Your Directors also wish to place on record their
appreciation to all of the Company's employees and workers at all level for their enormous
efforts as well as their collective contribution to the Company's performance.
|
|
On behalf of the Board |
|
K. M. Poddar |
A De |
Place : Kolkata |
Managing Director |
Director |
Dated :20.07.2023 |
DIN : 00028012 |
DIN : 00028093 |