Dear Shareholders,
Your Directors are pleased to present herewith the 31 "Annual Report on the
business and operations of the Company and the Audited Accounts for the year ended 31st
March, 2023.
1. Financial Results and Operations
The summarized financial results for the year ended 31" March 2023 as compared
with the previous year are as under:
Rs in Lakhs
S.No |
Particulars |
For the Year 2022-23 |
For the Year 2021-22 |
a. |
Total Income |
292.13 |
287.91 |
b. |
Profit before Interest, Depreciation |
52.13 |
33.06 |
c. |
Less: Interest |
35.57 |
19.15 |
d. |
Less: Depreciation |
11.26 |
13.50 |
e. |
Profit before Tax |
5.30 |
0.41 |
f. |
Less: Provision for Income Tax |
0.50 |
2.50 |
g. |
Add: Deferred Tax |
0.42 |
0.06 |
h. |
Less: MAT Credit Entitlement |
(0.83) |
(0.06) |
I. |
Net Loss / Profit |
4.80 |
(2.09) |
The Revenue from operations for the year ended 31st March, 2023 is ' 178.35 lakhs, as
against ' 178.32 lakhs for the previous corresponding year. The Company has earnd a net
profit of ' 4.80 lakhs as against net loss of ' 2.09 lakhs for the previous year.
As the shareholders were informed earlier, the Company has closed the operations and
currently not doing much operations activity. The Company has proposed to do few
activities and changed its main objects in June 2018 but the same were not materialized.
In view of this, the Company has now intended to pursue new activities in order to achieve
the new set of goals and objects i.e., business of construction as Contractors, Builders,
Infrastructure developers, Real estate developers. The amendment of main objects is
proposed to be passed through postal ballot as per the provisions of the Companies Act,
2013.
2. Dividend
In view of the insufficient profits, your Directors could not recommend any dividend
for this year.
3. Deposits from public
The Company has not accepted any deposits from public and as such, no amount on account
of principal or interest on deposits from public was outstanding as on the date of the
balance sheet.
4. Transfer to the Reserves
No amount was transferred to the Reserves for the year ending 31.03.2023.
5. Board of Directors and Key Managerial Personnel
I. Composition of Board: The Company has an Executive Chairman and the Company has
optimum combination of Executive and Non-Executive Directors. Half of the Board of
Directors are Non-Executive Directors. The Board comprises of two Independent Directors.
ii. Board and Committee Meetings: None of the Directors on the Board is a member of
more than 10 committees or Chairman of more than 5 committees across all the Companies in
which he is a Director. Necessary disclosures regarding committee positions in other
public companies as at 31st March 2023 has been made by the Directors.
iii. The names and categories of the Directors on the Board, their attendance at Board
Meetings held during the year and at the last Annual General Meeting and also the number
of other directorships and committee memberships held by them are given below:
Name |
Category |
No. of Board Meetings held during the Year 2022-23 |
Whether attended last AGM held on 29th September, 2022 |
No. of Director ships in all companies |
No. of Committee positions held |
|
|
Held |
Attended |
|
|
Chairman |
Member |
Shri Pankaj Goel |
Promoter Executive |
5 |
5 |
Y |
4 |
Nil |
2 |
Shri Paras Goel |
Promoter Executive |
5 |
5 |
Y |
4 |
Nil |
1 |
Smt. Nita Goel |
Promoter Non Executive - Women Director |
5 |
5 |
Y |
1 |
Nil |
Nil |
Shri Aman Goel |
Promoter Executive |
5 |
5 |
Y |
2 |
Nil |
Nil |
Shri Manohar Ramavat |
Non Executive - Independent |
5 |
5 |
Y |
2 |
2 |
Nil |
Shri Sandeep Gupta |
Non Executive - Independent |
5 |
5 |
Y |
1 |
Nil |
1 |
iv. Five (5) Board Meetings were held during the year 2022-23 on 04.04.2022,
23.05.2022, 08.08.2022, 11.11.2022 and 03.02.2023.
v. The details relating to appointment/re-appointment of Directors as required under
Regulation 36(3) of SEBI (LODR) Regulation, 2015 are provided in the Notice to the Annual
General Meeting.
In accordance with the requirements of the Companies Act, 2013 and the Articles of
Association of the Company Mr. Pankaj Goel and Mr. Paras Goel, Directors retires by
rotation and offers themselves for re-appointment. Mr. Aman Goel is proposed to be
reappointed as Executive Director of the Company as mentioned in the notice. Your Board of
Directors recommends their re-appointment and their brief profile has been provided
elsewhere in this Annual Report.
Pursuant to the provisions of section 203 of Companies Act, 2013, the key managerial
personnel of the Company are Shri. Pankaj Goel, Managing Director, Mr. T.Brahmaiah,
Chief Financial Officer and Mr. Shashank Jain, Company Secretary.
Statement on Declaration given by Independent Directors under sub-Section (6) of
Section 149
The Independent Directors have submitted the Declaration of Independence, as required
pursuant to Section 149(7) of the Companies Act, 2013 stating that they meet the criteria
of Independence as provided in sub-section (6) and Regulation 16(1)(b) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations").
6. Evaluation of the Board's Performance
Pursuant to the provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015,
the Board has carried out the annual performance evaluation of its own performance, the
Directors individually as well as evaluation of the workings of its Board Committees.
A meeting of the Independent Directors was held on 3 d February 2023, which reviewed
the performance of Non-Independent Directors, Chairman and the quality of the information
and follow up action is being taken on suggestions made therein.
7. Familiarization Program for Independent Directors
The Company has formulated a familiarization program for the Independent Directors to
provide insights into the Company to enable the Independent Directors to understand its
business in depth and contribute significantly to the Company.
8. Nomination and Remuneration Policy
The Company follows a policy on remuneration of Directors and Senior Management
Employees. The policy is approved by the Nomination and Remuneration Committee and the
Board. The Company while deciding the remuneration package of the management takes into
consideration the employment scenario, remuneration package of the industry, financial
performance of the Company and talents of the appointee. The Executive Directors and Non
Independent Directors of the Company are not entitled to sitting fees.
Details of remuneration paid to the Executive Directors:
Name |
Designation |
Salary & Commission (Rs) |
Perquisites (Contribution to P.F) (Rs) |
Total (Rs) |
Shri. Pankaj Goel |
Managing Director |
7,50,000 |
- |
7,50,000 |
Shri. Paras Goel |
Managing Director |
7,50,000 |
- |
7,50,000 |
Shri. Aman Goel |
Whole-time Director |
- |
- |
- |
Sitting Fees: Nil
9. Director's Responsibility Statement
In accordance with clause (c) of sub-section 3 of section 134 of the Companies Act,
2013, the Directors of the Company state:
a. That in the preparation of the accounts for the financial year ended 31st March,
2023; the applicable accounting standards have been followed along with proper explanation
relating to material departures.
b. That the Directors have selected such accounting policies and applied them
consistently and made judgments and estimates that were 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 year under review.
c. That 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 safe guarding the assets of the Company and for preventing and detecting fraud and
other irregularities.
d. That the Directors have prepared the accounts for the financial year ended 31st
March 2023 on a 'going concern basis'.
e. That the Directors have laid down internal financial controls to be followed by the
Company and that such financial controls are adequate and 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 efficiently.
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, work performed by the internal, statutory
auditors and external consultants and the reviews performed by management and the relevant
board committees, including the audit committee, the board is of the opinion that the
Company's internal financial controls were adequate and effective during the financial
year 2022-23.
10. Auditors
a) Statutory Auditors
M/s. Rakesh S Jain & Associates, Chartered Accountants, Hyderabad (Firm Regn. No.
010129S) were appointed as statutory Auditors at the 27h AGM for a period of 5 years and
continues to be the Auditors of the Company.
The Auditors' Report to the Shareholders for the year under review does not contain any
Qualifications.
b) Internal Auditors
The Board of Directors based on the recommendation of the Audit Committee has
reappointed M/s.Luharuka & Associates, Chartered Accountants, as the Internal Auditors
of your Company. The Internal Auditors are submitting their reports on quarterly basis.
c) Secretarial Auditors
The Board has appointed Mrs. N. Madhavi, Company Secretary in Practice, to carry out
the Secretarial Audit under the provisions of section 204 of the Companies Act, 2013 for
the financial year 2022-23. The Report of the Secretarial Auditor is annexed to this
report as Annexure - A.
The shareholding of Ms. Prabha B Kedia, relative of a Director, erroneously shown
earlier in Public' category was included in Promoter' category during the year
under review.
11. Particulars of Employees
No employee in the organization was in receipt of remuneration, which requires
disclosure under section 197 of the Companies Act, 2013 read with Rule 5 of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
12. Corporate Governance
As per reg. 15 (2) of SEBI (LODR) Regulations, 2015 provisions of Corporate Governance
are not applicable to the Company for FY 2022-23. Relevant certificate forms part of this
Annual Report.
13. Risk Management Policy
The Company has instituted a proper mechanism for identifying and establishing controls
to effectively manage different kinds of risks. At present the threats, risks and concerns
being felt are stiff competition in the market, consolidation of manufacturers, who have
branded products and fluctuations in prices as well as availability of raw materials.
14. Management Discussion & Analysis Report
Pursuant to the provisions of SEBI (LODR) Regulations, 2015 a report on Management
Discussion & Analysis is herewith annexed as Annexure B to this report.
15. Whistle Blower Policy
The Company has in place a Whistle Blower Policy for Vigil Mechanism for Directors and
Employees to report to the Management about unethical behavior, fraud, and violation of
Company's Code of Conduct. None of the personnel has been denied access to the Audit
Committee.
16. Declaration about Compliance with Code of Conduct by Members of the Board and
Senior Management Personnel
The Company has complied with the requirements about the Code of Conduct for Board
members and Senior Management Personnel. A compliance certificate by the Managing Director
forms part of this Report.
17. 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 workplace (Prevention, Prohibition and Redressal)
Act, 2013. All employees (permanent, contractual, temporary and trainee) are covered under
the Policy. The following is a summary of sexual harassment complaints received and
disposed off during each year:
a) No. of Complaints Received : NIL
b) No. of Complaints Disposed off : NIL
18. Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo
Particulars pursuant to the provisions of Section 134 of Companies Act, 2013 read with
Rule 8 of Companies (Accounts) Rules, 2014 are given in the Annexure C to
this report.
19. Other Disclosures
i. Extract of Annual Return
An extract of Annual Return prepared in accordance with section 92(3) of the Companies
Act, 2013 in Form MGT-9 is annexed as Annexure - D to this Report.
ii. Change in Share Capital
There was no change in Share Capital during the year 2022-23.
iii. Composition of Audit Committee.
The Audit Committee of the Company was constituted in line with the provisions of
Section 177 of the Companies Act, 2013. The Audit Committee is comprising of Shri Manohar
Ramavat, Independent Director as the Chairman, Shri Pankaj Goel, Managing Director, and
Shri Sandeep Gupta, Independent Director as the members of the committee. During the year
2022-23 the Audit Committee met Four (4) times on 23.05.2022, 08.08.2022, 11.11.2022 and
03.02.2023. All the members were present at the meetings.
iv. Related Party Transactions
All Related Party Transactions are entered on Arm's Length basis and are in compliance
of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.
There are no materially significant related party transactions made by the Company with
Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict
with the interest of the Company at large.
All Related Party Transactions are presented to the Audit Committee and the Board.
Omnibus approval is obtained for transactions which are foreseeable and repetitive in
nature. A statement of all Related Party Transactions is presented before the Audit
Committee on quarterly basis, specifying the nature, value and terms and conditions of the
transactions. Complete details mentioned in the Notes to accounts.
Information on transactions with related parties pursuant to section 134(3) (h) of the
Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure -
E in Form AOC-2 to this report.
v. Loans/ Guarantees/ Investments under section 186 of Companies Act, 2013
The particulars of loans, guarantees and investments have been disclosed in the
financial statements.
20. Significant and material orders passed by Regulators or Courts
There are no significant material orders passed by the Regulators or Courts which would
impact the going concern status of the Company and its future operations.
21. Adequacy of Internal Financial Control Systems with reference to Financial
Statements
The Company has in place proper and adequate internal control systems commensurate with
the nature of its business, and size and complexity of its operations. Internal control
systems comprising of policies and procedures designed to ensure reliability of financial
reporting timely feedback on achievement of operational and strategic goals, compliance
with policies procedure, applicable laws and regulations, and that all assets and
resources as acquired are used economically.
22. Corporate Social Responsibility
The provisions of Corporate Social Responsibility are not applicable to the Company for
the year.
23. Subsidiary / Joint Venture / Associate Companies
The Company does not have subsidiary/joint venture companies. Details of Associate
Companies are mentioned in MGT 9 i.e., Extract of Annual Return and financial statements,
which form part of this Report.
24. Human Resource
Your Company considers its Human Resources as the key to achieve its objectives.
Keeping this in view, your Company takes utmost care to attract and retain quality
employees. The employees are sufficiently empowered and such work environment propels them
to achieve higher levels of performance. The unflinching commitment of employees is the
driving force behind the Company's vision. Your Company appreciates the spirit of its
dedicated employees.
25. COVID-19 and its impact
The Covid-19 pandemic has a profound impact on the global polymer sector. The impact of
COVID-19 on the Company is adverse and being closely reviewed with the Management by the
Directors from time to time.
26. Details of application made or proceeding pending under Insolvency and Bankrupcy
Code, 2016
During the year under review, there were no applications made or proceeding pending in
the name of Company under IBC, 2016.
27. Details of difference between valuation amount on valuation and one-time settlement
(OTS) while availing loan from Banks or Financial Institutions
During the year under review, there were no one time settlement of loans availed from
Banks or Financial Institutions.
28. Acknowledgements
Your Directors wish to express their appreciation for the cooperation and continued
support received from the Industrial Development Bank of India, the Company's Bankers.
Your Director's also take this opportunity to place on record their appreciation for the
dedicated services rendered and sense of commitment shown by the employees at all levels
and their contribution towards the performance of the Company.
|
for and on behalf of the Board of Directors |
|
Place: Secunderabad |
Sd/- |
Sd/- |
Date: 09.08.2023 |
Pankaj Goel |
Paras Goel |
|
Managing Director |
Jt. Managing Director |
|
(DIN 00010059) |
(DIN 00010086) |