Mar 31, 2025
The Directors have the pleasure in presenting the 67th Annual Report on the Business and Operations of
your Company and the Audited Financial Statements for the year ended 31st March, 2025.
The Company''s financial performance for the year ended March 31, 2025 is summarized below.
|
Particular |
2024-25 |
2023-24 |
|
(Amt in INR) |
(Amt in INR) |
|
|
Total Income |
29,46,918 |
26,16,463 |
|
Depreciation |
1,32,536 |
1,32,536 |
|
Other Expenses |
9,68,425 |
11,27,828 |
|
Total Expenses |
14,84,961 |
17,19,464 |
|
Profit before Tax |
14,61,957 |
8,96,999 |
|
Tax Expense: |
3,67,995 |
(13,678) |
|
Profit after Tax |
10,93,962 |
9,10,677 |
The Company is presently enaged in the business of trading for all kinds of crops, Grains, pulses,
spices, dry fruits, other edible products, plantation of trees of all types and production of all kinds of
organic food products, fruits, vegetables, dairy, forestry, agricultural, horticulture, tea, coffee, rubber,
mineral, cotton, silk, cereals, cotton - silk, vetiveria, wood, lac culture, timber, fuel, floriculture, bee
keeping, fodder raising, seeding and manufacturing, trading, processing of agriculture products and
allied activities.
Further the Company is actively evaluating business opportunities and is identifying the most viable
long-term business model. This evaluation process has now culminated in a strategic decision to
focus on scalable and high-growth sectors aligned with national priorities and emerging market
needs.
Accordingly, while the Company has not recorded income from operations in the financial year due to
the restructuring and planning phase, it is in the process of capital infusion which will enable
commencement of full-scale commercial activities for the company.
During the financial year 2024-25, the Company earned a profit of ^10,93,962 on a standalone basis,
as against a profit of ^ 9,10,677 in the previous financial year 2023-24.
There was no change in the nature of business during the financial year 2024-2025.
During the Financial Year 2024-2025
a) The Company has not issued any equity shares with differential rights.
b) The Company has not issued any Sweat Equity Shares.
c) Issue of Employee Stock Options: The Company has not issued any Employee Stock Options.
d) Post Closure of the financial year, the Company initiated the process to raise funds by way of
Preferential issue of Equity Shares and Convertible Warrants; details of the said fund raising are as
follows.
The Board of Directors, at its meeting held on 13th May, 2025, and subsequently the shareholders
at the Extra-Ordinary General Meeting held on 9th June, 2025, approved fund raising by way of
preferential issue and allotment of 25,50,000 equity shares for cash at price of Rs. 71/- per Equity
Shares including a (including a premium of Rs. 61/- per Equity share) on preferential basis to the
Non-Promoter Group and 53,00,000 convertible warrants into equity shares of face value of Rs.
10/- each and on conversion to be fully paid up, for cash, at a price 71/- per convertible warrants
(at premium of Rs. 61/-) on on preferential basis to the Non-Promoter Group. The Shareholders of
the Company further approved the increase in the authorized share capital of the Company from
Rs. 1,00,00,000/- (Rupees One Crore only) divided into 10,00,000 (Ten Lakh) equity shares of Rs.
10/- (Rupees Ten only) each to Rs. 8,40,00,000/- (Rupees Eight Crore Forty Lakh only) divided into
84,00,000 (Eighty-Four Lakh) equity shares of Rs. 10/- (Rupees Ten only) each."
In addition, pursuant to the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations,
2011, an Open Offer has been made by Mr. Rajendra Chodankar [Acquirer] for acquisition of up
to 7,93,000 equity shares, representing 26% of the emerging equity share capital of the Company,
and Bonanza Portfolio Limited has been appointed as the Manager to the Offer.
The above developments have occurred subsequent to the closure of the financial year and the
same have been appropriately reported under Point No. 5 "Material Changes and Commitments
Affecting the Financial Position of the Company" of this Report.
The Company is in the process of raising funds by way of issue of securities. The details relating to the
preferential issue of equity shares and convertible warrants, and increase in authorized share capital
have been disclosed under the heading "Share Capital" of this Report and may be referred to for
further information.
Additionaly, Pursuant to Regulations 3(1) and 4 of the SEBI (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011, an Open Offer has been made by Mr. Rajendra Chodankar [ Acquirer]
to acquire up to 7,93,000 equity shares, representing 26.00% of the emerging equity and voting share
capital of the Company, from the public shareholders.
In this regard, a Public Announcement was made on 13th May, 2025, and a Detailed Public
Announcement was published on 20th May , 2025, in connection with the said acquisition of equity
shares of the Company. Further, the Draft Letter of Offer dated 27th May, 2025 has been issued on
behalf of the Acquirer under Regulations 3(1) and 4, read with Regulations 13, 14, and 15(1) of the SEBI
(Substantial Acquisition of Shares and Takeovers) Regulations, 2011, for the proposed acquisition of up
to 7,93,000 equity shares from public shareholders and Bonanza Portfolio Limited has been appointed
as the Manager to the Offer for the said Open Offer process.
Apart from the above, there have been no material changes and commitments affecting the financial
position of the Company subsequent to the close of the financial year 2024-25
The Board of Directors does not propose to declare any Dividend for the Financial Year 2024-25.
No amounts were transferred to any reserves.
During the reporting period, 06 (Six) Board Meetings were held and the gap between the Meetings
was within the period prescribed under the Companies Act, 2013 and the Company has complied with
all the provisions of Companies Act 2013 and Secretarial Standard applicable to it with respect to
conducting Board Meetings. Furthermore, the Board has constituted three key committees, namely.
⢠Audit Committee
⢠Nomination and Remuneration Committee
⢠Stakeholders Relationship Committee
Based on the the framework of internal financial control and Compliance system established and
maintained by the Company, work performed by the respective auditors and audit of internal financial
control over financial reporting by the Statutory Auditor and the reviews performed by the
management / Board. The Board is of the opinion that the Company''s internal financial control were
adequate and effective during the financial year ended 31st March 2025.
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of directors, to the best of their
knowledge and ability, confirm that:
a) in the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures.
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
d) the directors had prepared the annual accounts on a going concern basis; and
e) the directors, in the case of a listed company, 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.
There is no reporting made by the Auditor of the Company''s, with respect to the Fraud for the
financial year 2024-2025.
During the year under review, the following change took place in the composition of the Board of
Directors:
Mr. Jaynish Kothari (DIN: 00281312) was appointed as an Additional Non-Executive Independent
Director at the Board Meeting held on 24th June, 2024, pursuant to the provisions of Sections 149, 150,
152, 161, 197 and other applicable provisions of the Companies Act, 2013.
Subsequently, the shareholders, at the 66th Annual General Meeting of the Company, approved his
appointment as an Independent Director for a term of five (5) consecutive years, commencing from
24th June, 2024 and ending on 23rd June, 2029.
The Company has received declarations from all Independent Directors under Section 149(7) of the
Companies Act, 2013, confirming that they meet the criteria of independence as laid down in Section
149(6) of the Act and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The Independent Directors have further confirmed compliance with the Code for
Independent Directors as prescribed in Schedule IV to the Act.
(i) Statutory Auditor''s Report: The Statutory Auditor of the Company has issued clean/ clear report for
the FY 2024-2025 therefore board has not mentioned any explanation or comments on the same
report.
(ii) Secretarial Auditor''s Report: Following are the observation raised by the Secretarial Auditor:
A. that Composition of Audit Committee and Nomination and Remuneration Committee of the
Board during the part of reporting period and the quorums present in few meetings is not as per
the requirements of the Companies Act, 2013.
B. The Company is yet to appoint Internal Auditor as per provision of section 138 of the Companies
Act 2013.
C. The Company is in process to rectify the Index of charges appearing on the MCA portal. During
the reporting period.
A. The Board acknowledges the observation and submits that the composition of the Audit
Committee and Nomination & Remuneration Committee was not fully compliant with the
requirements of the Companies Act, 2013 during part of the reporting period, due to
resignation/changes in the Board of Directors. The Board has since reconstituted the Committees
in line with the applicable provisions and the composition now meets the statutory requirements.
B. The Company is in the process of appointing an Internal as per Section 138 of the Companies Act,
2013. Necessary steps for the appointment are being taken and the same will be finalized shortly.
C. The discrepancies in the Index of Charges appearing on the MCA portal are being rectified. The
Company has initiated the process of filing the necessary forms/clarifications with the Registrar of
Companies, and the matter is expected to be regularized soon.
In view of the changes in the Companies Act, the Company has taken additional measures to
strengthen its internal control systems. Additional measures in this regard are fraud risk assessment,
mandatory leave for employees, strengthening background verification process of new joiners,
whistle blower policy and strengthening the process of risk management. The Company maintains a
system of internal controls designed to provide a high degree of assurance regarding the
effectiveness and efficiency of operations, the adequacy of safeguards for assets, the reliability of
financial controls, and compliance with applicable laws and regulations.
The organization is well structured and the policy guidelines are well documented with pre-defined
authority. The Company has also implemented suitable controls to ensure that all resources are
utilized optimally, financial transactions are reported with accuracy and there is strict adherence to
applicable laws and regulations.
The Company has put in place adequate systems to ensure that assets are safeguarded against loss
from unauthorized use or disposition and that transactions are authorized, recorded and reported.
The Company also has an exhaustive budgetary control system to monitor all expenditures against
approved budgets on an ongoing basis.
Recognizing the important role of internal scrutiny, the Company has an internal audit function
which is empowered to examine the adequacy of, and compliance with, policies, plans and statutory
requirements. It is also responsible for assessing and improving the effectiveness of risk
management, control and governance process.
Periodical audit and verification of the systems enables the various business groups to plug any
shortcomings in time. As stated earlier the Company has improved effectiveness of the risk
management process wherein it evaluates the Company''s risk management system and suggests
improvement in strengthening risk mitigation measures for all key operations, controls and
governance process. In addition, the top management and the Audit committee of the Board
periodically review the findings and ensure corrective measures are taken.
The Board of the Company has formed a risk management policy to frame, implement and monitor
the risk management plan for the Company. The Board of Directors are responsible for reviewing the
risk management plan and ensuring its effectiveness. Major risks identified by the businesses and
functions are systematically addressed through mitigating actions on a continuing basis.
In the opinion of Board the rising costs and changing government policies and regulations are the
key risk factors that may threaten the existence of the company.
During the year under review, the Company has not given any guarantee to any party as provided
under Section 186 of the Companies Act, 2013. The details of loans granted by the Company are
provided in Note No. 4 to the financial statements.
During the year, the Company did not enter into any transactions, contracts or arrangements with
related parties that could be considered material in accordance with the Company''s policy on related
party transactions drawn in accordance with relevant regulations applicable to the Company.
Accordingly, the disclosure of related party transactions in Form AOC-2 is not applicable.
The details of such transactions entered by the Company with Related Party Transactions which are
at Arm''s Length Price and in Ordinary Course of Business are provided in Note No. 21 of the
Financial Statements.
The Company does not have any Subsidiary, Associate and Joint Ventures.
> Subsidiaries, Joint Ventures or Associate Companies: During the financial year no Companies
became/ ceased to be Company''s Subsidiaries, Joint Ventures or Associate Companies
> During the year under review, there were no instance of one-time settlement with banks or
financial institutions and hence the differences in valuation as enumerated under Rule 8(5) (xii) of
Companies (Accounts) Rules, 2014, as amended, do not arise.
> During the financial year the Company has not accepted any deposits, not renewed any deposit or
made any default in repayment of any deposits.
> The Privision relating CSR as per the Section 135 of the Companies Act 2013 is not applicable to the
Company.
The Company has not borrowed funds from any Director of the Company during the financial year
2024 - 2025.
The Board of Director has carried out an annual evaluation of its own performances, Board
Committees and Individual Director pursuant to section 178(2) of the companies Act 2013.
The performance of the Board was evaluated by the Board after seeking inputs from all the directors
on the basis of the criteria such as the composition of Board and its structure, effectiveness of board
processes, information and functioning, etc.
The performance of the Committees were evaluated by the Board after seeking inputs from the
members of the Committees on the basis of the criteria such as the composition of committees,
effectiveness of meetings of the Committees, etc.
The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of
the individual directors on the basis of the criteria such as the contribution of the individual director
to the Board and committee meetings like preparedness on the issues to be discussed, meaningful
and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also
evaluated on the key aspects of his role
The Independent Directors in their meeting, evaluated the performance of non-independent
directors, the Board as a whole and performance of the Chairman after taking into account the views
of Executive Directors and Non-Executive Directors. The same was also reviewed and discussed in the
board meeting that followed the meeting of the independent Directors.
In terms of Section 178 of the Companies Act, 2013 the policy on Nomination and Remuneration of
Directors, Key Managerial Personnel (KMP), Senior Management and other employees of the
Company has been formulated by the Nomination and Remuneration Committee of the Company
and approved by the Board of Directors. This policy acts as a guideline for determining, inter-alia,
qualifications, positive attributes and independence of a Directors, matter relating to the
remunerations, appointment, removal and evaluation of performance of the Directors, Key
Managerial Personnel, Senior Management and other employees.
The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for
employees including directors of the Company to report genuine concerns. The contents of this
policy are in line with the provisions of the Section 177(9) of the Act.
The composition, quorum, powers, role, and scope of the Audit Committee are in accordance with
the provisions of Section 177 of the Companies Act, 2013. The Committee comprises the following
members as on 31st March, 2025. In the financial year 2024-25.
|
Sr. No |
Name |
Chairman/Member |
Category |
|
1. |
Mr. Ashok Jain |
Chairman |
Independent Director |
|
2. |
Mr. Vishal Thakkar |
Member |
Managing Director |
|
3. |
Mr. Jaynish Kothari (Appointed |
Member |
Independent Director |
During the financial year 2024-25, the Audit Committee duly met 4 times and the attendance of each
member at such meetings are provided below.
|
Sr. No |
Name |
Number of Meetings during the financial |
|
|
Entitled to Attend |
Attended |
||
|
1. |
Mr. Ashok Jain |
4 |
4 |
|
2. |
Mr. Vishal Thakkar |
4 |
4 |
|
3. |
Ms. Bhavika Thakkar |
1 |
1 |
|
4. |
Mr. Jaynish Kothari |
3 |
3 |
⢠Ms. Bhavika Thakkar ceased to be member of the Audit Committee w.e.f 24-06-2025.
The composition, quorum, powers, role, and scope of the Nomination and Remunneration
Committee are in accordance with the provisions of Section 178 of the Companies Act, 2013. The
Committee comprises the following members as on 31st March. 2025.
|
Sr. No |
Name |
Chairman/Member |
Category |
|
1. |
Mrs. BhavikaThakkar |
Chairman |
Non- Executive Director |
|
2. |
Mr. Ashok Jain |
Member |
Independent Director |
|
3. |
Mr. Jaynish Kothari (Appointed |
Member |
Independent Director |
In the financial year 2024-25, the Nomination and Remuneration Committee duly met 2 times and
the attendance of each member at such meetings are provided below.
|
Sr. No |
Name |
Number of Meetings during the |
|
|
Entitled to Attend |
Attended |
||
|
1. |
Mr. Ashok Jain |
2 |
2 |
|
2. |
Mrs. Bhavika Thakkar |
2 |
2 |
|
3. |
Mr. Jaynish Kothari |
1 |
1 |
The Committee reviews and approves the remuneration of Managerial Personnel and the terms
and conditions of appointment and in accordance with the provisions of Companies Act, 2013.
Recommend to the Board the set up and composition of the Board and its committees. Including
the "formulation of the criteria for determining qualifications, positive attributes and
independence of a director". The committee will consider periodically reviewing the composition
of the board with the objective of achieving an optimum balance of size, skills, independence,
knowledge, age, gender and experience:
⢠Recommend to the board the appointment or reappointment of directors.
⢠Devise a policy on board diversity.
⢠Recommend to the board appointment of key managerial personnel ("KMP" as defined by the
Act) and executive team members of the Company (as defined by this committee).
⢠Carry out evaluation of every director''s performance and support the board and independent
directors in evaluation of the performance of the board, its committees and individual directors.
⢠This shall include "formulation of criteria for evaluation of independent directors and the board".
⢠Recommend to the board the remuneration policy for directors, executive team or key managerial
personnel as well as the rest of the employees.
⢠On an annual basis, recommend to the board the remuneration payable to the directors and
oversee the remuneration to executive team or key managerial personnel of the Company.
⢠Oversee familiarisation programmes for directors.
⢠Oversee the human resource philosophy, human resource and people strategy and human
resource practices including those for leadership development, rewards and recognition, talent
management and succession planning (specifically for the board, key managerial personnel and
executive team).
⢠Provide guidelines for remuneration of directors on material subsidiaries.
The composition, quorum, powers, role, and scope of the Stakeholder Relationship Committee are
in accordance with the provisions of Section 178 of the Companies Act, 2013. The Committee
comprises the following members as on 31st March, 2025.
|
Sr. No |
Name |
Chairman/Member |
Category |
|
1. |
Ashok Jain |
Chairman |
Independent Director |
|
2. |
Jaynish Kothari |
Member |
Non-Executive Director |
|
3. |
Bhavika Thakkar |
Member |
Non -Executive Director |
In the financial year 2024-25, the Stakeholders Relationship Committee duly met 1 times and the
attendance of each member at such meetings are provided below
|
Sr. No. |
Name |
Number of Meetings during the financial year |
|
|
Entitled to Attend |
Attended |
||
|
1. |
Bhavika Thakkar |
1 |
1 |
|
2. |
Jaynish Kothari |
1 |
1 |
|
3. |
Ashok Jain |
1 |
1 |
1) Resolve the grievances of security holders.
2) Monitors and reviews the performance and service standards of the Registrar and Share
Transfer Agents of the Company
3) Provides continuous guidance to improve the service levels for investor.
Pursunat to Section 139 and Section 141 of the Companies Act, 2013 read with the Companies
(Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s)
thereof for the time being in force) and based on the recommendation of the Board, the
shareholders have approved the appointment of M/s. NK Jalan & Co., Statutory Auditors, at the
66th Annual General Meeting held on 28th September, 2024, for a term of 5 (five) consecutive
years, commencing from the conclusion of the 66th Annual General Meeting till the conclusion of
the 71st Annual General Meeting of the Company to be held in the year 2029.
As required under Regulation 33 of the Listing Regulations, Statutory Auditors have confirmed
that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered
Accountants of India.
The Statutory Auditors of the Company have issued an unmodified (clean) audit report for the
financial year ended 31st March, 2025. The said Audit Report forms part of this Annual Report.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the rules made there
under the Company has appointed M/s. Rachana Maru Furia & Associates, Company Secretaries,
Mumbai, in the Board Meeting held on 14th February, 2025, to undertake the Secretarial Audit of
the Company for the F.Y. 2024-25.
The Secretarial Audit Report is included as Annexure 1 and forms an integral part of this report.
Appointment of cost auditors is not applicable to company for the financial year 2024-2025.
In terms of the requirements of Section 134(3)(m) of the Companies Act, 2013 read with Rule
8(3) of the Companies (Accounts) Rules, 2014, with respect to conservation of energy, the
Board of Directors wishes to inform the members that considering the nature of operations,
the Company has limited scope for undertaking energy conservation exercises, but
nevertheless continues to emphasize work practices that result in conservation of energy.
Further, the Company actively spreads awareness among its employees on the importance of
optimal utilization and conservation of electricity, water, and other natural resources critical to
steel production. The management remains vigilant in monitoring technological advancements
and continuously explores opportunities to adopt and implement modern, energy-efficient
technologies in its production processes to enhance operational efficiency and reduce the
carbon footprint of its steel manufacturing operations."
During the financial year 2024-2025 there is Foreign exchange earnings and Outgo.
The information required under Section 197 of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are in Annexure 2.
A separate section on Management Discussion and Analysis report (MD&A) is included in the
Annual Report as Annexure 3 required under Regulation 34(2)(e) of the Listing regulations.
31. FOLLOWING MATTERS WERE NOT APPLICABLE TO THE COMPANY FOR THE FINANCIAL
YEAR ENDED MARCH 31, 2025 AND THUS NO COMMENTS ARE REQUIRED BY THE BOARD
OF DIRECTORS ON THE SAME:
⢠Details of Voting Rights not exercised by the employees u/s 67(3)(c) of Companies Act, 2013
r.w. Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.
⢠Disclosure about issue of equity shares with Differential Rights as per Rule 4(4) of Companies
(Share Capital and Debentures) Rules, 2014.
⢠Maintenance of cost records as specified by the Central Government under sub-section (1) of
section 148 of the Companies Act, 2013
No significant and material order has been passed by the regulators, courts, tribunals impacting
the going concern status and Company''s operations in future.
The Company has in place a policy for prevention of Sexual Harassment at the Workplace in line
with the requirements of Sexual Harassment of Women at the Workplace (Prevention, Prohibition
and Redressal) Act, 2013.
The policy on Prevention of Sexual Harassment at Workplace aims at prevention of harassment of
employees and lays down the guidelines for identification, reporting and prevention of undesired
behaviour. During the year ended 31st March, 2025:
⢠Number of complaints of sexual harassment received in a year -Nil
⢠Number of complaints disposed off during the year - Nil
⢠Number of cases pending for more than 90 days - Nil
The said disclosure is not applicable to the Company.
The Board of Directors have complied with applicable Secretarial Standards as specified u/s 118
of the Companies Act, 2013.
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the
Company is available on the website of the Company at https://www.inlinch.com.
Regulations 17 to 27 and Clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para
C, D, and E of Schedule V of the SEBI (LODR) Regulations, 2015 are not applicable to the
Company as the paid up Share Capital of the Company is less than 10 Crores and its Net Worth
does not exceed 25 Crores as on the last day of previous financial year. Hence, the Corporate
Governance Report is not included in this Report.
During the period under review there is no unpaid/ unclaimed Dividend and the shares required
to be transferred to the Investor Education & Protection Fund.
Pursuant to Regulation 34 of the SEBI Listing Regulations, top one thousand listed entities based
on market capitalization shall provide Business Responsibility Report. The Company is outside the
purview of top one thousand listed entities. In view of this Business Responsibility Report is not
applicable.
40. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY-
EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT
DIRECTORS APPOINTED DURING THE YEAR:
In the opinion of the Board, all Independent Directors possess requisite qualifications, experience,
expertise and hold high standards of integrity required to discharge their duties with an objective
independent judgment and without any external influence
The Company''s Equity Shares are listed at BSE Limited with script code 504746. The Company
confirms that it has paid the Annual Listing Fees for the year 2023-2024 and 2024-2025 to BSE
where the Company''s Shares are listed.
The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that
such systems are adequate and operating
There is no such application made or proceeding initiated against the Company
Your Directors wish to place on record their sense of appreciation for the excellent support
received from the government authorities, bankers, consultants and the dedicated efforts of all
employees in the working of the Company.
Sd/- Sd/-
Date: 13-08-2025 DIN: 09798551 DIN: 09854905
Mar 31, 2024
The Directors have the pleasure in presenting the 66th Annual Report on the Business and Operations of
your Company and the Audited Financial Statements for the year ended 31st March, 2024.
The Company''s financial performance for the year ended March 31, 2024 is summarized below.
|
Particular |
2023-24 |
2022-2023 |
|
Total Income |
2,616,463 |
14,09,000 |
|
Depreciation |
1,32,536 |
1,32,900 |
|
Other Expenses |
11,27,828 |
23,51,692 |
|
Total Expenses |
17,19,464 |
59,72,592 |
|
Profit before Tax |
869,999 |
(45,64,000) |
|
Tax Expense: |
(14,000) |
- |
|
Profit after Tax |
9,10,677 |
(45,63,132) |
As a part of diversification plan, the management has enter into the business of trading for all kinds of
crops, Grains, pulses, spices, dry fruits, other edible products, plantation of trees of all types and
production of all kinds of organic food products, fruits, vegetables, dairy, forestry, agricultural,
horticulture, tea, coffee, rubber, mineral, cotton, silk, cereals, cotton - silk, vetiveria, wood, lac culture,
timber, fuel, floriculture, bee keeping, fodder raising, seeding and manufacturing, trading, processing
of agriculture products and allied activities. In order to implement the same, approval of the
shareholders had been accorded by way of special resolution at the 65th Annual General Meeting of
the Company, held on 30th September, 2023.
In the financial year 2023-2024, the Company has earned a profit of INR. 869,999/- on standalone basis
as compared to loss of INR. 45,64,000/- during the previous financial year 2022-2023.
Earlier, the Company was dealing with trading and distribution of steel chains & chemicals and during
the reporting period, the Company changed the nature of business and is now dealing with trading for
all kinds of crops, Grains, pulses, spices, dry fruits, other edible products. The Company had Change its
Object Clause which is approved by Shareholder of the Companys as on 65th AGM held on 30th
September,2023.
During the Financial Year 2023-2024
a) The Company has not issued any equity shares with differential rights.
b) The Company has not issued any Sweat Equity Shares.
c) Issue of Employee Stock Options: The Company has not issued any Employee Stock Options.
d) The Company has not raised any Funds in any manner.
The Board of Directors at their meeting held on 04th September, 2023 had approved the sub-division
of equity shares, further approved by the shareholders at the 65th Annual General Meeting, such that
equity shares having face value of Rs. 100/- (Rupees Hundred only) fully paid-up, have been sub¬
divided into equity shares having face value of Rs. 10/- (Rupees Ten only) each, fully paid-up, ranking
paripassu with each other in all respects, the record date for the same was fixed as 03-01-2024. With
effect from the aforesaid record date, the face value of the shares (issued, subscribed & paid up) has
been be INR. 10/- each. New ISIN INE359D01024 has been allotted to the Company for shares having
face value Rs. 10/-.
The Board of Directors does not propose to declare any Dividend for the Financial Year 2023-24.
No amounts were transferred to any reserves.
During the financial year ended 31st March 2024, Six (06) Meeting of the Board of Director were held.
Dates of the meetings - 30.05.2023, 14.08.2023, 04.09.2023, 11.11.2023, 14.02.2023, 14.03.2024.
|
Sr. |
Name of Director |
Number of Meeting during the financial year |
|
|
No |
2023-2024 |
||
|
Entitled to attend |
Attend |
||
|
1. |
Mr. Vishal Thakkar |
6 |
6 |
|
2. |
Mrs. Bhavika Thakkar |
6 |
6 |
|
3. |
Mr. Nagesh Tiwari |
1 |
1 |
|
4. |
Mr. Balkrishna Jhunjhunwala |
1 |
1 |
|
5. |
Mr. Ashok Jain |
5 |
5 |
Based on the the framework of internal financial control and Compliance system established and
maintained by the Company, work performed by the respective auditors and audit of internal financial
control over financial reporting by the Statutory Auditor and the reviews performed by the
management / Board. The Board is of the opinion that the Company''s internal financial control were
adequate and effective during the financial year ended 31st March 2024.
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of directors, to the best of their
knowledge and ability, confirm that:
(a) In the preparation of the annual accounts, the applicable accounting standards had been followed
along with proper explanation relating to material departures;
(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;
(d) The Directors had prepared the annual accounts on a going concern basis; and
(e) The Directors, in the case of a listed company, 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.
9. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF
SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL
GOVERNMENT;]
There is no reporting made by the Auditor of the Company''s, with respect to the Fraud for the
financial year 2023-2024.
Following changes have taken place in the Board of Director''s and KMP''s of the Company
during the reporting financial year:
⢠Mr. Vishal Thakkar (DIN 09798551) and Mrs. Bhavika Thakkar (DIN 09854905) had been
appointed as additional Directors w.e.f. 06.02.2023 by the Board of Directors in terms of Section
161 of the Companies Act, 2013 to hold the office till 65th Annual General Meeting. Further, Mr.
Vishal Thakkar (DIN 09798551) has also been designated as Managing Director and Chief
Financial Officer W.e.f May 30th 2023 for the tenure of three years till 29th May 2026 by the Board
and Shareholders respectively.
⢠Mr. Ashok Jain (DIN. 08470448) was appointed as Additional (Non-Executive) Independent
Director in terms of section 149, 150, 152, 161 other applicable provision if any, of the Companies
Act, 2013 the appointments of Mr. Ashok Jain as Independent Director for a term of five year
commencing from 11th August, 2023 upto 10th August, 2028 by the Board and Shareholder''s.
⢠Post closure of financial year, Mr. Jaynish Kothari (DIN -00281312) was appointed as Additional
Non-Executive Independent Director at the Board Meeting held on 24th June 2024, as per the
section 149, 150, 152, 161,197 and other applicable provisions of the Companies Act, 2013 the
appointment of Mr. Jaynish Kothari as Independent Director for the term of 5 (Five) years,
commencing from 24th June, 2024 upto 23rd June, 2029 subject to approval of Shareholders.
⢠Mr. Nagesh Tiwari (DIN 08177098) resigned as Non-Executive Independent Director in terms of
w.e.f 31.05.2023
⢠Mr. Balkrishna Jhunjhunwala (DIN 00776395) resigned as Non-Executive Independent Director in
terms of w.e.f 31.05.2023.
⢠The Board proposes to the shareholders for the appointement of Mr. Jaynish Kothari (DIN -
00281312) was has been appointed as Additional (Non-Executive) Independent Director in terms
of section 149, 161 of the Companies Act, 2013 for the term of 5 (Five) financial years, at the
upcoming Annual General Meeting.
⢠The Board proposes for the appointements of Mrs. Bhavika Thakkar (DIN:09854905), who is liable
to retire by rotation at the 66th Annual General Meeting of the Company and being eligible, she
has offered herself for re- appointments. The Board recommends her re-appointment to the
member of the Company.
The Company has received necessary declaration from Mr. Ashok Jain and Mr. Jaynish Kotahri w.e.f
24th June, 2024 (appointed post closure of reporting period) Independent Directors of the Company
under Section 149(7) of the Companies Act, 2013. Further, the Independent Directors meet the
criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation
16(1 )(b) SEBI (LODR) Regulations, 2015.
The Independent Directors of the Company have held their meeting during the year on 04th May,
2023 without the presence of Non-Independent Directors and members of the management to
review the performance of Non- Independent Directors and the Board of Directors as a whole. All the
Independent Directors were present in the meeting.
In view of the changes in the Companies Act, the Company has taken additional measures to
strengthen its internal control systems. Additional measures in this regard are fraud risk assessment,
mandatory leave for employees, strengthening background verification process of new joiners,
whistle blower policy and strengthening the process of risk management. The Company maintains a
system of internal controls designed to provide a high degree of assurance regarding the
effectiveness and efficiency of operations, the adequacy of safeguards for assets, the reliability of
financial controls, and compliance with applicable laws and regulations.
The organization is well structured and the policy guidelines are well documented with pre-defined
authority. The Company has also implemented suitable controls to ensure that all resources are
utilized optimally, financial transactions are reported with accuracy and there is strict adherence to
applicable laws and regulations.
The Company has put in place adequate systems to ensure that assets are safeguarded against loss
from unauthorized use or disposition and that transactions are authorized, recorded and reported.
The Company also has an exhaustive budgetary control system to monitor all expenditures against
approved budgets on an ongoing basis.
Recognizing the important role of internal scrutiny, the Company has an internal audit function
which is empowered to examine the adequacy of, and compliance with, policies, plans and statutory
requirements. It is also responsible for assessing and improving the effectiveness of risk
management, control and governance process.
Periodical audit and verification of the systems enables the various business groups to plug any
shortcomings in time. As stated earlier the Company has improved effectiveness of the risk
management process wherein it evaluates the Company''s risk management system and suggests
improvement in strengthening risk mitigation measures for all key operations, controls and
governance process. In addition, the top management and the Audit committee of the Board
periodically review the findings and ensure corrective measures are taken.
The Board of the Company has formed a risk management policy to frame, implement and
monitor the risk management plan for the Company. The Board of Directors are responsible for
reviewing the risk management plan and ensuring its effectiveness. Major risks identified by the
businesses and functions are systematically addressed through mitigating actions on a continuing
basis.
In the opinion of Board the rising costs and changing government policies and regulations are
the key risk factors that may threaten the existence of the company.
During the year under the review, the Company has not given any gurantee to any party as
provided under Section 186 of the Companies Act, 2013. The details of investments made and
loans granted by the Company are provided in note 4 to the financial statements. Post closure of
financial year, the Company has sought an increase for loans and investments as per the limits
prescribed under section 186 of the Companies Act, 2013 and have accorded approval by deemed
to be dated June 09, 2024.
There are no contracts/ arrangements/ transaction made by the Company during the financial year
2023-2024, with related parties as specified under Section 188 of the Companies Act, 2013.
The Company does not have any Subsidiary, Associate and Joint Ventures.
> Subsidiaries, Joint Ventures or Associate Companies: During the financial year no Companies
became/ ceased to be Company''s Subsidiaries, Joint Ventures or Associate Companies
> During the year under review, there were no instance of one-time settlement with banks or
financial institutions and hence the differences in valuation as enumerated under Rule 8(5) (xii) of
Companies (Accounts) Rules, 2014, as amended, do not arise.
> During the financial year the Company has not accepted any deposits, not renewed any deposit or
made any default in repayment of any deposits.
The Company has borrowed certain funds a Director and had managed repayment of the same
during the reporting period. Details of the same are available in Note No. 21 to the financial
statements.
The Board of Director has carried out an annual evaluation of its own performances, Board
Committees and Individual Director pursuant to section 178(2) of the companies Act 2013.
The performance of the Board was evaluated by the Board after seeking inputs from all the
directors on the basis of the criteria such as the composition of Board and its structure,
effectiveness of board processes, information and functioning, etc.
The performance of the Committees were evaluated by the Board after seeking inputs from the
members of the Committees on the basis of the criteria such as the composition of committees,
effectiveness of meetings of the Committees, etc.
The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance
of the individual directors on the basis of the criteria such as the contribution of the individual
director to the Board and committee meetings like preparedness on the issues to be discussed,
meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman
was also evaluated on the key aspects of his role
The Independent Directors in their meeting, evaluated the performance of non-independent
directors, the Board as a whole and performance of the Chairman after taking into account the
views of Executive Directors and Non-Executive Directors. The same was also reviewed and
discussed in the board meeting that followed the meeting of the independent Directors.
In terms of Section 178 of the Companies Act, 2013 the policy on Nomination and Remuneration of
Directors, Key Managerial Personnel (KMP), Senior Management and other employees of the
Company has been formulated by the Nomination and Remuneration Committee of the Company
and approved by the Board of Directors. This policy acts as a guideline for determining, inter-alia,
qualifications, positive attributes and independence of a Directors, matter relating to the
remunerations, appointment, removal and evaluation of performance of the Directors, Key
Managerial Personnel, Senior Management and other employees.
During the Financial Year under review, there were no material orders passed by the regulators or
courts or tribunals impacting the going concern status and company''s operations in future.
The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism
for employees including directors of the Company to report genuine concerns. The contents of this
policy are in line with the provisions of the Section 177(9) of the Act.
The Composition, quorum, power, role and scope of Audit Committee are in accordance with
Section 177 of the Companies Act 2013. The Committee consist of following members as on 31st
March, 2024 and during the reporting period.
|
Sr. No |
Name |
Chairman/Me mber |
Category |
|
1. |
Mr. Ashok Jain (Appointed w.e.f 11th |
Chairman |
Independent Director |
|
2. |
Mrs. Bhavika Thakkar |
Member |
Non -Executive Director |
|
3. |
Mr. Vishal Thakkar |
Member |
Executive Director |
|
4. |
Mr. Balkrishna Jhunjhunwala (Tenure |
Chairman |
Independent Director |
|
5. |
Mr. Nagesh Tiwari (Tenure upto 31st |
Member |
Independent Director |
During the Financial year ended March 31, 2024, Five (5) Meetings of the Audit Committee were
held in all. Dates of the meetings - 30.05.2023, 14.08.2023, 04.09.2023, 14.02.2024, 14.03.2024.
Mr. Balkrishna Jhunjunwala resigning from Committee as on 31st May, 2023, therefore he is
entitle to attend only 1 Meeting in the financial year 2023-2024.
|
Sr. No |
Name |
Number of Meetings during the financial year |
|
|
Entitled to Attend |
Attended |
||
|
1. |
Mr. Ashok Jain (Appointed |
4 |
4 |
|
2. |
Mrs. Bhavika Thakkar |
5 |
5 |
|
3. |
Mr. Vishal Thakkar |
5 |
5 |
|
4. |
Mr. Balkrishna Jhunjhunwala |
1 |
1 |
|
5. |
Mr. Nagesh Tiwari (Tenure |
1 |
1 |
The composition, quorum, powers, role and scope of Nomination and Remuneration Committee
are in accordance with Section 178 (1) of the Act. The Committee consists of following members
as at March 31, 2024.
|
Sr. No |
Name |
Chairman / |
Category |
|
1. |
Mr. Ashok Jain (Appointed w.e.f 11th |
Chairman |
Independent Director |
|
2. |
Mrs. Bhavika Thakkar |
Member |
Non -Executive Director |
|
3. |
Mr. Vishal Thakkar |
Member |
Executive Director |
|
4. |
Mr. Balkrishna Jhunjhunwala (Tenure |
Chairman |
Independent Director |
|
5. |
Mr. Nagesh Tiwari (Tenure upto 31st |
Member |
Independent Director |
During the Financial year ended March 31, 2024, Two (2) Meetings of the Nomination and
Remuneration Committee were held during the year on - 30.05.2023 and14.08.2023.
|
Sr. No |
Name |
Number of Meetings |
during the |
|
Entitled to Attend |
Attended |
||
|
1. |
Mr. Ashok Jain (Appointed w.e.f 11th |
1 |
1 |
|
2. |
Mrs. Bhavika Thakkar |
2 |
2 |
|
3. |
Mr. Vishal Thakkar |
2 |
2 |
|
4. |
Mr. Balkrishna Jhunjhunwala (Tenure |
1 |
1 |
|
5. |
Mr. Nagesh Tiwari (Tenure upto 31st May, |
1 |
1 |
The Committee reviews and approves the remuneration of Managerial Personnel and the terms
and conditions of appointment and in accordance with the provisions of Companies Act, 2013. The
Committee reviews following matters:
Recommend to the Board the set up and composition of the Board and its committees. Including
the "formulation of the criteria for determining qualifications, positive attributes and independence
of a director". The committee will consider periodically reviewing the composition of the board
with the objective of achieving an optimum balance of size, skills, independence, knowledge, age,
gender and experience:
⢠Recommend to the board the appointment or reappointment of directors.
⢠Devise a policy on board diversity.
⢠Recommend to the board appointment of key managerial personnel ("KMP" as defined by the Act)
and executive team members of the Company (as defined by this committee).
⢠Carry out evaluation of every director''s performance and support the board and independent
directors in evaluation of the performance of the board, its committees and individual directors.
⢠This shall include "formulation of criteria for evaluation of independent directors and the board".
⢠Recommend to the board the remuneration policy for directors, executive team or key managerial
personnel as well as the rest of the employees.
⢠On an annual basis, recommend to the board the remuneration payable to the directors and
oversee the remuneration to executive team or key managerial personnel of the Company.
⢠Oversee familiarisation programmes for directors.
⢠Oversee the human resource philosophy, human resource and people strategy and human
resource practices including those for leadership development, rewards and recognition, talent
management and succession planning (specifically for the board, key managerial personnel and
executive team).
⢠Provide guidelines for remuneration of directors on material subsidiaries.
The composition, quorum, powers, role and scope of Stakeholders Relationship Committee are in
accordance with Section 178(5) of the Act. The Committee consists of following members as at
March 31, 2024.
|
Sr. No |
Name |
Chairman/Member |
Category |
|
1. |
Ashok Jain |
Chairman |
Independent Director |
|
2. |
Vishal Thakkar |
Member |
Executive Director |
|
3. |
Bhavika Thakkar |
Member |
Non -Executive Director |
During the Financial year ended March 31, 2024, One (1) Meeting of the Stakeholder
Relationship Committee were held on 02.01.2024.
|
Sr. No. |
Name |
Number of Meetings during the financial year |
|
|
Entitled to Attend |
Attended |
||
|
1. |
Bhavika Thakkar |
1 |
1 |
|
2. |
Vishal Thakkar |
1 |
1 |
|
3. |
Ashok Jain |
1 |
1 |
1) Resolve the grievances of security holders.
2) Monitors and reviews the performance and service standards of the Registrar and Share
Transfer Agents of the Company
3) Provides continuous guidance to improve the service levels for investor.
M/s. Kanu Doshi and Associates LLP, Chartered Accountants (ICAI Firm Registration
No.104746W/W100096), were appointed as Statutory Auditors of the Company for a period of
five years until the conclusion of AGM to be held in the year 2027. M/s. Kanu Doshi Associates
LLP, Chartered Accountant had tendered resignation via dated 14th February, 2024. M/s. NK Jalan
& Co., Chartered Accountant), have been appointed as Statutory Auditor of the Company
through postal ballot passed as on 09thJune, 2024 under casual vacancy on account of the said
resignation, to hold office till the upcmong AGM. The Board considers and proposes to the
shareholders for appointment of M/s. NK Jalan & Co. Statutory Auditor, for a term of of 5 (Five)
consecutive year commencing from the conclusion of this Annual General Meeting till the
conclusion of the 71st Annual General Meeting of the Company to be held in the year 2029.
As required under Regulation 33 of the Listing Regulations, Statutory Auditors have confirmed
that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered
Accountants of India.
With respect to the comments mentioned by the Auditors, with regards to loans advanced
amounting to Rs. 338 lacs for which the Company has not complied with the provisions of Section
186 of the Companies Act, 2023 for obtaining prior approval by means of special resolution from
shareholders. The Company has recognized the cealing and sought approval from shareholders
through postal ballot deemed to be recorded on June 09, 2024. Comments of the Auditors w.r.t
Company having Financial activity as principal business, the Board doesn''t accept the said
comment as the Company has during the year, initiated transition of operations to new line of
business i.e.; trading in agricultural goods (as authorized by the Memorandum of Association) and
is still under pre-operational stage. The situation caused on account of the above transition has
led to the Company having Financial activity as principal business for the reporting year/ quarter.
Comments mentioned by the auditors in their report is self-explanatory and doesn''t call for
further explanation.
The Board of Directors have appointed M/s Rachana Maru Furia and Associates., Company
Secretaries as Secretarial Auditor to conduct Secretarial Audit of the Company for Financial Year
2023-2024 as required under section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
The Report provided by the Secretarial Auditor is annexed herewith forming part of this Board
report as Annexure I. With respect to the comments mentioned therein about composition of
committees, we would like to state that the Company has faced huge challenges in onboarding
Independent Director and has already aligned with the compliance requirement by appointing
Mr. Jaynish Kothari as Non-executive Independent Director. Rest fo the Comments mentioned by
the auditors in their report is self-explanatory and doesn''t call for further explanation. The
Company endeavors to strive better to reach the status of total compliances.
Appointment of cost auditors is not applicable to company
(i) the steps taken or impact on conservation of energy: Considering the nature of operations, the
Company has limited scope for undertaking energy conservation exercises, but nevertheless
continues to emphasize work practices that result in conservation of energy.
(ii) the steps taken by the company for utilising alternate sources of energy: Nil
(iii) the capital investment on energy conservation equipments: Nil
(i) the efforts made towards technology absorption;
(ii) the benefits derived like product improvement, cost reduction, product development or
import substitution;
(iii) in case of imported technology (imported during the last three years reckoned from the
beginning of the financial year)-
(a) the details of technology imported;
(b) the year of import;
(c) whether the technology been fully absorbed;
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof;
and
(iv) the expenditure incurred on Research and Development.
During the financial year 2023-2024 there is Foreign exchange earnings and Outgo.
A separate section on Management Discussion and Analysis report (MD&A) is included in the
Annual Report as required under Regulation 34(2)(e) of the Listing regulations.
The information required under Section 197 of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are in Annexure II
30. FOLLOWING MATTERS WERE NOT APPLICABLE TO THE COMPANY FOR THE FINANCIAL
YEAR ENDED MARCH 31, 2024 AND THUS NO COMMENTS ARE REQUIRED BY THE BOARD
OF DIRECTORS ON THE SAME:
Details of Voting Rights not exercised by the employees u/s 67(3)(c) of Companies Act, 2013 r.w.
Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.
Disclosure about issue of equity shares with Differential Rights as per Rule 4(4) of Companies
(Share Capital and Debentures) Rules, 2014.
CSR provisions u/s 135 of Companies Act, 2013.
Maintenance of cost records as specified by the Central Government under sub-section (1) of
section 148 of the Companies Act, 2013
No significant and material order has been passed by the regulators, courts, tribunals impacting
the going concern status and Company''s operations in future.
The Company has in place a policy for prevention of Sexual Harassment at the Workplace in line
with the requirements of Sexual Harassment of Women at the Workplace (Prevention, Prohibition
and Redressal) Act, 2013.
The policy on Prevention of Sexual Harassment at Workplace aims at prevention of harassment of
employees and lays down the guidelines for identification, reporting and prevention of undesired
behaviour. During the year ended 31st March, 2024, no complaints recorded pertaining to sexual
harassment.
The Board of Directors have complied with applicable Secretarial Standards as specified u/s 118 of
the Companies Act, 2013.
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the Company
is available on the website of the Company at https://www.inlinch.com.
Regulations 17 to 27 and Clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C,
D, and E of Schedule V of the SEBI (LODR) Regulations, 2015 are not applicable to the Company as
the paid up Share Capital of the Company is less than 10 Crores and its Net Worth does not
exceed 25 Crores as on the last day of previous financial year. Hence, the Corporate Governance
Report is not included in this Report.
During the period under review there is no unpaid/ unclaimed Dividend and the shares required to
be transferred to the Investor Education & Protection Fund.
Pursuant to Regulation 34 of the SEBI Listing Regulations, top one thousand listed entities based
on market capitalization shall provide Business Responsibility Report. The Company is outside the
purview of top one thousand listed entities. In view of this Business Responsibility Report is not
applicable.
In the opinion of the Board, all Independent Directors possess requisite qualifications, experience,
expertise and hold high standards of integrity required to discharge their duties with an objective
independent judgment and without any external influence
The Company''s Equity Shares are listed at BSE Limited with script code 504746. The Company
confirms that it has paid the Annual Listing Fees for the year 2022-2023 and 2023-2024 to BSE
where the Company''s Shares are listed.
The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that
such systems are adequate and operating
Your Directors wish to place on record their sense of appreciation for the excellent support
received from the government authorities, bankers, consultants and the dedicated efforts of all
employees in the working of the Company.
Sd/- Sd/-
Date: 14th August, 2024 DIN: 09798551 DIN: 09854905
Mar 31, 2015
Dear Members,
We present our 57th Annual Report together with the Audited Financial
Accounts for the year ended March 31,2015:
1. During the year trading turnover has grown marginally. In view of
the general economic condition trading activity could not be expanded
to any significant level due to negligible margins. Earning per share
are not comparable to last year due to onetime capital gain in last
year.
2. a) The Company has four Directors out of which two are non retiring
Independent Director and one is Managing Director not liable to
retirement. The Fourth Director Smt. Vandana Nevatia (DIN NO07123272)
was appointed by The Board as Additional Director(Promoter)of the
company with effect from 30 March2015 and she holds office till the
ensuing Annual General Meeting.The ordinary Resolution for confirmation
of her appointment as a Director is given in the notice. There are no
Directors who retire this year.
b) P.K.Nevatia Managing Director is the Key Managerial Person
3. Declaration by Independent Directors : 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).
4. Auditors
A) Statutory Auditor: Pursuant to the provisions of Section 139 of the
Companies Act, 2013 and the Rules made there under, the auditors of the
Company, M/s. M.L. Bhuwania & Co., Chartered Accountants, Mumbai were
appointed by the Shareholders for three years terms at the 56th Annual
General Meeting to hold office until the conclusion of the 59th Annual
general Meeting, subject to ratification by the shareholders at each
Annual General Meeting.
B) Secretarial Auditor: Pursuant to the provisions of Section 204 of
the Companies Act, 2013 and the rule made there under, the Company has
appointed Shri. Shiv Hari JALAN, Practicing Company Secretary firm to
undertake the secretarial Audit of the Company. The Report of the
Secretarial Audit Report is annexed herewith as "Annexure A".
C) Significant and Material orders passed by the Regulators or Court:
During the year in review, there were no significant and material
orders passed by the Regulators or Courts or Tribunals, which may
impact the going concern status of the Company and its operations in
future.
5. Material Changes & Commitments: There have been no material changes
and commitments, affecting the financial position of the company, which
have occurred between the end of the financial year of the company and
the date of this report.
6. Adequacy of Internal Financial Control: Internal financial controls
with reference to the financial statements were adequate and operating
effectively.
7. Presentation of Financial results : The financial results of the
Company for the year ended 31 March 2015 have been disclosed as per
Schedule 111 to the Companies Act, 2013.
8. Risk Management: The Company has no employees and is engaged in
trading activity. The risk in trading in sudden changes in price and
loss on Stocks.. The companies tries not to keep stocks and purchase
against firm orders. The company keeps watch on any risk factors
arising.
9. Provision of Sec 134 & 135 of companies Act regarding corporate
social responsible do not apply to the company.
10. Provision of clause 49 of the listing agreement with stock
exchange are not applicable to the company.
11. Vigil Mechanism-The company has no employees other than managing
Director.
12. The Board has on the recommendation of the Nomination &
Remuneration committee formed a policy for selection & appointment of
Directors and their Remuneration.
13. There are no employers covered by sec 197 read with rule 5 of
companies (Appointment and remuneration of manager of persons) Rule
2014. As the managing Director is to only employees of the company no
evaluation under the company Act 2013 is possible.
14. Director's responsibility Statement
As required under section 134(3)(C) of Companies Act, 203 Directors, to
the best of their knowledge and belief, state that-
a) In the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures;
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 Companies Act, 2013 for safeguarding the assets of the
company and for preventing and detecting fraud and other
irregularities;
d) The Directors had prepared the annual accounts 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; and
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.
15. Particulars of Loans, Guarantees or Investments There are no
Loans, Guarantees and Investments, covered under the provisions of
Section 186 of the Companies Act, 2013.
16. Number of Meeting of the Board and Audit Committee : During the
year Board Meeting were held on 29/May/2014. 4/Aug/2014 , 14/Nov/2014,
30/Jan/2015 and 30/March/2015.and Audit committee held on 14/Nov/2014
and 30/Jan/2015. The Independent Directors have met once during the
year on 30th March 2015, The directors have evaluated own performance
and its committees and individual directors and found it satisfactory
to meet the requirement of the company.
17. Details of related party transaction form parts of the accounts
and details are in note no.23 annexed to the Balance Sheet.
18. As there no women employees there is no need to have policy on
redressal of sexual Harassment for the company.
19. As the company has no mfg activity conservation of energy,
technical absorption and foreign exchange details are not given in the
report..
20. Extract of Annual Return: The details forming part of the extract
of the Annual Return in form MGT 9 is annexed herewith as "Annexure B".
21. As regards note of the company secretary is their report about not
filing of MG10 with the Registrar of companies the error is noted and
the reports are being filed.
Place: Mumbai By order of the board of directors
Date :27.05.2015 P.K. Nevatia
Managing director
(DIN No. 00852581)
Mar 31, 2014
DEAR SHAREHOLDERS,
Your Directors present the Annual Report and Audited Accounts for the
year ended on 31s'' march 2014
1 RAJESH poddar and Shri Anil Thard a Director are being appointed as
independent Director for a period of 5 years as provision by section
149 of the Company.s Act 2013.
2 During the year company sold its flat to un lock value which has
resulted in exceptional gain of Rs 474.40 lacs. The operation in the
period have resulted in surplus of Rs 2.91 lacs as against Rs 11.05
lacs in the lat year.
3 During the year an amount of Rs 20.42 lacs shown as liabilities for
capital incentive in the previous year has been transferred to the
Reserve as the Govt, of Maharashtra has certified that the amount is
not payable by the company.
4 Efforts to generate revenue by increase of trading operation have not
been successful your our directors are aware of the need to increase
trading activities and are exploring all avenues possible.
5 As stipulated in Section 217 (2AA) of the Companies Act, 1956 your
Directors subscribe to the "Directors" Responsibility "Statement" and
Confirm as under:
(i) That in preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures.
(ii) That the directors have selected such accounting policies and
applied them consistently and made judgements and estimates that are
reasonable and prudent so as to give a true and fair state of affairs
of the company at the end of the financial year and the profit and loss
account of the company for the period.
(iii) That the directors have taken proper and sufficient care of the
maintenance of adequate account records in accordance with the
provisions of this act for safeguarding the assets of the company and
preventing and detecting fraud and other irregularities.
(iv) The Directors have prepared the annual accounts on going concern
basis.
6 As required under Section 383 A of the companies act certificate of
compliance with the provision of the Act from Secretary in whole time
practice is attached here with
7 M/S. M.LBhuwania & Co. Chartered Accountants, auditors of the
Company, retire but are eligible for re-appointment and have furnished
to the company, certificate for their eligibility, for their
re-appointment. The Directors recommend their reappointment upto the
conslusion of 57th annual General Meeting to be held in 2017 (subject
to rectification of appointment in every Annual General Meeting as
Auditors to the Company.
8 Observation made by the Auditors in their report is self explanatory.
P K Nevatias
Place: MUMBAI (Managing Director)
Rajesh Poddar
Date: 29.05.2014 (Director)
Anil Thard
(Director)
Mar 31, 2013
Dear Shareholders,
The Directors present the Annual Report arid Audited Accounts for the
year ended on 31 st March 2013.
1. Shri Rajesh Poddar a Director retires by rotation but offers
himself for re-election.
2. During''the year assignment of land at Tarapur was cbmpleted and has
resulted in exceptional gain of Rs 153.53.lacs The operational income
stands at Rs11.05 lacs as against Rs. 8.53 lacs in previous year.
Profit for the year is Rs 90.20 lacsafter providing for tax liabilities
against Rs. 5.94 lacs in previous year.
3. Trading operation started last year have not been encouraging and
therefore it was felt we should wait for better opportunity. The
Directors will examine other Proposals. -
4. Appeal against the demand for escaped custom duty is pending before
the authorizes.
5. As required under Section 383 A of the companies act certificate of
compliance with the provision of the Act from Secretary in whole time
practice is attached here with ''
6. M/S. M.L.Bhuwania & Co. Chartered Accountants, auditors of the
Company, retire but are eligible for re-appointment, and have furnished
to the company, certificate for their eligibility, for their
re-appointment. The Directors recommend their reappointment for the
year 2013-2014 as Auditors of the company.
7. Observation made by the Auditors in their report is self
explanatory.
P. K. Nevatia
Place: Mumbai (Managing Director)
Dated: 27th May, 2013 Anil Thard
(Director)
Mar 31, 2012
The Directors present the Annual Report and Audited Accounts for the
year ended on 31st March 2012.
1. At the outset the Directors regret to report passing away of Shri S
V. Muzumdar, a Director who joined the Board on 01.09.1966. He passed
away on 3rd May 2012. The Directors express deep sorrow on his passing
away and record the appreciation of the directions, advise and guidance
to the Company.
2. Shri Rajesh Poddar and Shri Anil Thard were appointed as additional
Directors during the year and therefore retire on the day of the Annual
General Meeting. Being eligible they offer themselves for being
appointed as Directors. The Directors recommend their re-appointment.
3. The financial results show a small surplus of Rs.5.94 Lacs for the
year. During the year the Company started trading but due to market
conditions the margins and volume were low. This may improve during the
current year.
4. A MOU was entered into for sale of Residential property at MIDC
Tarapur. Permission from MIDC is received during the current year and
the final Assignment of lease is expected to be signed shortly.
5. As reported in the Accounts a demand for escaped customs duty of
Rs.75.50 Lacs was raised for import of sulphur for earlier years
against a show cause notice issued in earlier. An appeal has been filed
against the order before the Commissioner of Customs, Alibagh. Part
provision for the demand was made in earlier year.
6. As required under Section 383A of the Companies Act a certificate
of compliance with the provision of the Act from a Secretary in whole
time practice is attached herewith.
7. M/s. M.L. Bhuwania & Co., Chartered Accountants, Auditors of the
Company, retire, but are eligible for re-appointment and have furnished
to the Company Certificate for their eligibility, for their
re-appointment. The Directors recommend their reappointment for the
year 2012-13 as Auditors of the Company.
8. Observations made by the Auditors in their report are self
explanatory.
Shri P. K. Nevatia
(Managing Director)
Shri Rajesh Poddar
(Director)
Place: Mumbai
Dated: 25th May, 2012
Mar 31, 2011
Dear Shareholders,
The Directors present the Annual Report and Audited Accounts for the
year ended on 31st March 2011.
1. The financial results show a loss of Rs.6.36 Lacs.
2. The Developer, who had entered into MOU for the transfer of land at
Tarapur could not complete the formalities of the authorities and
therefore a fresh agreement was entered into for Rs. 1.65 Crores . The
work on getting the permission is in hand and as soon as this is
obtained the transfer of the land will be completed. In the meanwhile
full consideration of Rs. 1.65 Crores has been received by the Company.
3. The demand raised by the Customs is pending. No hearing against our
representation has taken place. The Directors are hopeful that this
will be decided in favour of the Company.
4. As stipulated in Section 217 (2AA) of the Companies Act, 1956 your
Directors subscribe to the "Directors' Responsibility Statement" and
Confirm as under:
i) that in preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
ii) that 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 state of affairs
of the company at the end of the financial year and the profit and loss
account of the company for the period;
iii) that the directors have taken proper and sufficient care of the
maintenance of adequate account records in accordance with the
provisions of this act for safeguarding the 'assets of the company and
preventing and detecting fraud and other irregularities;
iv) the directors have prepared the annual accounts on going concern
basis.
5. Shri S. V. Muzumdar, Director of the Company retires by rotation
but being eligible offers himself for reelection.
6. As required under Section 383A of the Companies Act a certificate
of compliance with the provision of the Act from a Secretary in whole
time practice is attached herewith.
7. M/s. ML. Bhuwania & Co., Chartered Accountants, Auditors of the
Company, retires, but are eligible for re-appointment and have
furnished to the Company Certificate for their eligibility, for their
re-appointment. The Directors recommend their reappointment for the
year 2011-12 as Auditors of the Company.
8. The Directors refer to the Notes of the Statutory Auditors and of
the Company Secretary in their reports as regards deposits with
Mahindra & Mahindra Financial Services Ltd. The Directors regret that
by oversight the provisions of Section 372A of the Companies Act 1956
were not complied with in advance. Mahindra & Mahindra Financial
Services Ltd. is a reputed company and amount deposited is expected to
be returned to the company on maturity in Sep. /Oct. 2011. However, in
order to regularize the matter approval of shareholders is being
obtained thru postal ballots, notice for which is being sent to the
shareholders soon.
9. Other observations of the Auditors are self explanatory.
P.K.Nevatia
Place: Mumbai
Dated: 31.05.2011 Vidhu Nevatia
Mar 31, 2010
The Directors present the Annual Report and Audited Accounts for the
year ended on 31st March 2010.
1. The financial results show a small surplus of Rs. 0.13 Lacs.
2. During the year the Company has received a refund of Rs.54.93 Lacs
from MIDC for excess water charges levied for earlier years.
3. A Memorandum of Undertaking has been signed with a Reputed
developer for the transfer of lease hold rights of the residential land
held by the Company at MIDC Tarapur for an amount of Rs.1.45 Crores. It
is hoped that the final transfer and payment will be received shortly.
4. Assistant Collector of Customs has raised a demand of Rs.1.46 Cores
for Custom duty on import of Sulphur for the Chemical Division for
earlier years. This is being contested but as an abundant caution 25%
of the amount has been provided in the Accounts during the year.
5. Trading in the shares of the Company was suspended by the Bombay
Stock Exchange due to some irregularities. The company has now
satisfied the authorities and suspension has been revoked w.e.f.14th,
May 2010. Shareholders will take advantage of this by trading in the
shares of the Company.
6. As stipulated in Section 217 (2AA) of the Companies Act, 1956 your
Directors subscribe to the ÃDirectorsà Responsibility Statementà and
Confirm as under :
i) that in preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
ii) that 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 state of affairs
of the company at the end of the financial year and the profit and loss
account of the company for the period;
iii) that the directors have taken proper and sufficient care of the
maintenance of adequate account records in accordance with the
provisions of this act for safeguarding the assets of the company and
preventing and detecting fraud and other irregularities;
iv) the directors have prepared the annual accounts on going concern
basis.
7. Shri Vidhu Nevatia, Director of the Company retires by rotation but
being eligible offers himself for reelection.
8. As required under Section 383A of the Companies Act a certificate
of compliance with the provision of the Act from a Secretary in whole
practice is attached herewith.
9. M/s. M.L. Bhuwania & Co., Auditors of the Company, retire, but are
eligible for re-appointment and have furnished to the Company
Certificate for their eligibility, for their re-appointment. The
Directors recommend their reappointment for the year 2010-11 as
Auditors of the Company.
10. Observations made by the Auditors in their report are self
explainatory.
Shri P.K. Nevatia
Place: Mumbai
Dated: 30th May, 2010 Shri Vidhu Nevatia
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