Your Directors have pleasure in presenting their next Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2024.
Financial summary or highlights/Performance of the Company (Standalone)
The Board's Report has been prepared based on the stand alone financial statements of the company.
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PARTICULARS
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YEAR ENDED 31.03.2024
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YEAR ENDED 31.03.2023
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Revenue from Operations for the year
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15658.74
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15724.39
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Other Income
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481.98
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387.41
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Total Revenue
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16140.72
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16111.81
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Profit/before depreciation & taxation
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913.12
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604.04
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Less: Depreciation
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264.45
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293.61
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Less: Provision for Taxation
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149.06
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54.88
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Net Profit/after Taxation
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499.61
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255.55
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Brief description of the Company’s working during the year/State of Company’s affair
The revenue from Operations during the period have been Rs. 15658.74 Lacs as against Rs. 15724.39 Lacs in the previous year. The profit before depreciation & taxation was Rs 913,12 Lacs as against Rs. 551.87 Lacs in the previous year. For FY 2024, your Company’s profit after tax stood at Rs. 499.61 Lacs.
Change in the nature of business, if any
During the year under review, the Company has not changed its nature of business.
Dividend
Your Directors do not recommend any dividend for the year ended 31st March, 2024 to conserve the resources.
Reserves
The net profit for this period of Rs. 499.61 Lacs has been transferred to Reserve and Surplus Account. Share Capital
There was no change in Paid up Capital of the company during the year.
Issue of Employees Stock Option
The Company has not issued any ESOP during the year.
Directors and Key Managerial Personnel
During the year under review, no changes occurred in the constitution of the Board of Directors. However, following changes occurred in the Key Managerial Personnel of the Company:
• Ms. Rajni (ACS NO, 67223) had resigned from the post of Company Secretary w.e.f. 16th October, 2023.
• Mrs. Sukhdeep Kaur (ACS NO. 34339) was appointed as Company Secretary w.e.f. 17st October, 2023.
Particulars of Employees
During the financial year under review, no employee has received remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Meetings
Adequate notices were issued to the Board of Directors as per Secretarial standards. During the financial year ended 31st March 2024, Twelve Board Meetings were held.
The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
The Company has observed the provisions of Secretarial Standards issued by Institute of Company Secretaries of India.
Auditors
The term of appointment of M/s. Vinay & Associates, Chartered Accountants as statutory auditors of the company having Membership No. (082988) expires at ensuing Annual General Meeting. The Board has proposed to re-appoint them as statutory auditors for further term of 5 consecutive years till the Annual General Meeting to be held in the year 2029. In this regard, the Company has received a consent from the statutory auditors to the effect that their appointment is in accordance with the provisions of Section 141 of the Companies Act, 2013.
Auditors’ Report
The Auditors’ Report does not contain any qualification reservation or adverse remark. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.
Cost Audit:
The Company has maintained cost records specified by Central Government as required under sub-section (1) of section 148 of the Companies Act, 2013.
M/s S.K. Verma & Associates (FRN: 101072) were appointed as Cost Auditors of your company for auditing the cost accounts records for the Financial Year 2023-24 under provisions of Section 148 of the Companies Act, 2013. They are likely to submit Cost Audit Report within the prescribed time limit.
Development and Implementation of a Risk Management Policy
The Company has been addressing various risks through well defined risk management policy/procedures, which are in the opinion of the Board may threaten the existence of the Company,
Internal Financial Control System
The Company has laid down adequate internal financial control system with reference to financial statements. During the year such controls were tested and no material weakness in their operating effectiveness was observed.
Details of Establishment of Vigil Mechanism/Whistle Blower Policy
The Company has adopted the Whistle Blower Policy/Vigil Mechanism for the directors and employees, to report concerns about unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct and Ethics.
Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement
As on 31st March, 2024, the Company does not have any subsidiaries, associates and joint venture companies thus no consolidated financial statement is presented.
Compliance with Secretarial Standards
The Company has complied with secretarial standards applicable to the Company.
Corporate Insolvency Resolution Process initiated under the Insolvency And Bankruptcy Code.
2016 (20161
No Corporate Insolvency Resolution Process has been initiated by any Financial Institution/Bank or Operational Creditors against the Company under the Insolvency and Bankruptcy Code, 2016
Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report
No Material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report.
Deposits
As per Section 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 the Company has not invited/ accepted any deposits from the public during the year ended March 31, 2024. There were no unclaimed or unpaid deposits as on March 31,2024.
Particulars of loans, guarantees or investments under section 186
During the year under review, the Company has not given any loans or guarantees and Investments under the provisions of section 186 of the Companies Act, 2013
Particulars of contracts or arrangements with related parties
The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm’s length transactions under third proviso thereto have been disclosed in Form No. AOC-2 attached to this report.
Corporate Social Responsibility Committee
Pursuant to Section 135 of the companies Act, 2013, the company was not required to constitute a CSR committee during the period under review.
Conservation of energy, technology absorption and foreign exchange earnings and outgo
The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, S of The Companies (Accounts) Rules, 2014, has been annexed hereunder:
A. Conservation of energy
Energy Conservation is an ongoing process in the Company. The Company continued its effort to improve energy usage efficiencies and increase the share of renewable energy. Various key performance indicators like specific energy (energy consumed per unit of production), specific energy costs and renewable energy contributions were continuously tracked to monitor alignment with the Company’s overall sustainability approach.
(i) Steps taken or impact on conservation of energy:
a. Improvement in energy usage efficiency in lighting systems by installation of more efficient lighting solutions such as Light Emitting Diodes.
b. the company is regularly finding and adopting new methods such as:
I. Automation of machinery i.e. modernization of existing machinery with better and efficient energy saving equipments/ machines
II. Process audit is done to find better alternate ways to manufacture the products in less time and with least resources/ Energy.
(ii) Steps taken by the company for utilizing alternate sources of energy: NIL
(iii) Capital investment on energy conservation equipments: NIL
B. Technology absorption
I. the efforts made towards technology absorption: NIL
II. the benefits derived like product improvement, cost reduction, product development or import substitution-: NIL
III. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) NIL
IV. the expenditure incurred on Research and Development: NIL
C. Foreign exchange earnings and Outgo
During the period under review, the foreign exchange earning was Rs. 1009892718.28/- in C.Y. and Rs. 1122091547/-.28 inP.Y.
During the period under review, the foreign exchange spending was Rs. 47755415.21/- compared to Rs. 84192103.56/- inP.Y.
Declaration by Independent Directors
The Company was not required to appoint Independent Directors under Section 149(4) and Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014 hence no declaration has been obtained.
Company’s policy on directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub¬ section (31 of Section 178
The Company, being a Private Limited Company was not required to constitute a Nomination and Remuneration Committee under Section 178(1) of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Stakeholders Relationship Committee under Section 178(5) of the Companies Act, 2013.
Human Resources
Your Company treats its “human resources” as one of its most important asset.
Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that focus on human resource development in the company are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.
Environmental Health & Safety
The Company continuously endeavors to improve on environmental management and safety measures. Significant and Material Orders Passed Bv The Regulators Or Courts
There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Company’s future operations.
Transfer of Amounts to Investor Education and Protection Fund
Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there was no money which was required to be transferred to Investor Education and Protection Fund (IEPF),
Corporate Governance Certificate
This certificate is not required as the company is not a listed company.
Management Discussion and Analysis
Not Applicable as the Company is not a Listed Company.
Obligation of the Company under the Sexual Harassment of Women at Workplace (Prevention. Prohibition and Redressal) Act 2013
The Board of Directors has constituted an Internal Complaints Committee under the Act. Adequate steps for the protection and safety of women employees have been taken. However, no such incidence of harassment of women was reported during the year.
Consolidated financial statements
Since the company has no subsidiary/ associate company, the consolidation of accounts with those of the subsidiary are not applicable.
Investor Service Centre/ Grievance Cell
It is not applicable as the company a small and closely held company.
Postal Ballot updates
Not Applicable to the company
Reporting of Frauds by the Auditors Other Then those which are reportable to the central Government
No fraud has been reported either by the company or against the company.
Directors’ Responsibility Statement
The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act,2013, hereby confirm that
b) 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 profit and loss of the company for that period
c) 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; company ana tor
d) the directors had prepared the annual accounts on a going concern basis; and
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.
Acknowledgements
Your Directors wish to place on record their thanks and appreciation to all workers, staff members for their the Director are thankful to the Bankers and business constituents for their continued support
Place: Ludhiana
Dated: 05" September, 2024 F°r and on behalf of the
Board of Directors
Dev Arjun Bhasin Davinder Kumar
(Director)
DIN: 07670554 Bhasin
H. No.6, Kabul Singh (Director)
Enclave, South Aggar DIN: 00780268
Nagar, Ayali Kalan, 6, Kabul Singh Enclave, Ludhiana 141010 Aggar Nagar, South End
Ludhiana-142027
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