Mar 31, 2024
Your Directors have pleasure in presenting the 39th Annual Report of the Company together with
the Audited Statement of Accounts for the year ended March 31, 2024.
1 . F INANCIALSTATEMENTS &RESULTS:
FINANCIALRESULTS:
The Company''s performance during the year ended 31st March, 2024 as compared to the previous
financial year, is summarized below:
|
Particulars |
For the Year ended 31st |
For the financial Year ended 31st |
|
Revenue from Operations |
3.65 |
NIL |
|
Other Income |
0.22 |
0.16 |
|
Less: Expenses |
29.46 |
13.06 |
|
Profit/ (Loss) before tax |
(25.59) |
(12.89) |
|
Less: Provision for tax: |
||
|
Current Tax |
- |
- |
|
Deferred tax |
0.39 |
3.08 |
|
Profit/ (Loss) after Tax |
(25.20) |
(9.81) |
|
Other comprehensive Income |
57.06 |
15.12 |
|
Profit for the period |
31.85 |
5.31 |
2. OPERATIONS
Company has generated revenue of Rs. 3.65 lacs from operations during the financial year.
Company has earned other income of Rs. 0.22 Lacs in current F.Y as compare to Rs. 0.16 Lacs in
previous year.
3. COMPANY''S AFFAIRS
The Company continues to be engaged in the activities pertaining to dealing in Work Shop
Machinery for Tool Room such as Lathe Machine, Shaping Machine, Hacksaw Machine, Drill
Machine, Hydraulic Press, Bench Grinder etc. for maintenance. Sheet Metal Machinery such as
Mechanical & Hydraulic Shearing, Press Brake, Sheet Folding Machine & Pyramid Type Plate
Bending Machine for Fabrication. There was no change in nature of the business of the Company,
during the year under review.
4. RESERVES:
The Board of Directors of the Company has proposed not to transfer any amount to general
reserves.
5. DIVIDEND:
Since company has not generated any revenue from operations your Directors have thought it
prudent not to recommend any dividend for the financial year under review.
6. DEPOSIT
The Company has not accepted or renewed any amount falling within the purview of provisions of
Sections 73 and 74 of the Companies Act 2013 (''the Act'') read with the Companies (Acceptance of
Deposits) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details of
deposits which are not in compliance with Chapter V of the Act is not applicable
7. REPORT OF PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:
During the year under review, your Company did not have any Subsidiary, Associate and Joint
Venture Company.
8. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND.
Since there was no unpaid/unclaimed Dividend on the books or any Unpaid Dividend declared and
paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply to your
company.
9. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF
THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL
STATEMENT RELATES AND THE DATE OF THE REPORT.
In terms of Section 134(3)(i) of the Companies Act, 2013, It is reported that, in this report, no
material changes and commitments which could affect the Company''s financial position have
occurred between the ends of the financial year i.e. March 31, 2023 of the Company and date of
this report.
10. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:
No order has been passed by any Regulator or Court or Tribunal which can have an impact on the going
concern status and the Company''s operations in future.
11. CORPORATE SOCIAL RESPONSIBILITY (CSR):
Based on criteria determined in section 135 of the Companies Act, 2013 concerning applicability of
Corporate Social Responsibility, this provision is not applicable to the Company at present.
12. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:
During the year under review the Company has not made any investment in securities or advanced
any loans or given any guarantees or provided security in connection with a loan to persons or
body corporate in terms of Section 186 of the Companies Act, 2013.
13. SHARE CAPITAL:
During the year, there has been no change in authorised share capital of the company. The Issued,
Subscribed and Paid-up equity share capital of the company was Rs. 19,600,000/- divided into
19,60,000 equity shares of Rs. 10/- each of the Company as at 31st March, 2024.
14. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report, as required in terms of Regulation 34 of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is presented in separate section forming part of this Annual Report as Annexure
I.
15. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:
a. BOARD OF DIRECTORS & KEY MANAGERIALPERSONNEL:
The following is composition of the Board of the Company
1. Mr. Kawaljit Singh Chawla - Managing Director *
2. Mr. Rajkaran J Chawla - Executive Director **
3. Ms. Mohini T. Hingorani - Non-Executive Independent Director
4. Mr. Harpreet D. Jaggi - Non-Executive Independent Director
* Appointed as Managing Director of the Company w.e.f 27th April, 2024.
** Appointed as Executive Director of the company w.e.f 22nd April, 2024.
The following are Key Managerial Personnel of the Company: -
1. Mr. Kawaljit Singh Chawla*
2. Mr. Harveer Ajit Chawla
3. Ms. Pooja Mishra **
* Appointed as Managing Director of the Company w.e.f 27th April, 2024 .
** Appointed as CS & Compliance officer of the company w.e.f 27th April, 2024.
b. RE-APPOINTMENT
Pursuant to Section 152 of the Companies Act, 2013 and Article 153(a)of the Articles of
Association of the Company, Mr. Rajkaran J. Chawla (DIN: 02313404), Director retires by
rotation at the 39th Annual General Meeting of the Company and being eligible has offered
themselves for re-appointment. The Board has recommended his re-appointment at the
forthcoming Annual General Meeting as an Executive Director of the Company, liable to retire
by rotation.
Brief resume and other details of Mr. Rajkaran J. Chawla (DIN: 02313404) in terms of Regulation
36(3) of SEBI LODR and Secretarial Standards on General Meeting, are provided in the Notice of
the Annual Report. Abovementioned Director is not disqualified from being re-appointed as
Director by virtue of the provisions of Section 164 of the Companies Act, 2013.
c. DECLARATION RECEIVED FROM INDEPENDENT DIRECTORS:
Pursuant to Section 149(6) of the Companies Act, 2013, Independent Directors of the Company
have made a declaration confirming the compliance of the conditions of the Independence
stipulated in the aforesaid section.
d. BOARD MEETINGS:
The Board of Directors met 5 (five) times during the financial year ended 31st March, 2024 in
accordance with the provisions of the Companies Act, 2013 and rules made there under.
The board meeting dates are 12-05-2023, 01-09-2023, 03-10-2023 and 10-11-2023 and 12-02¬
2024. Details of attendance of Directors at board meeting during the financial year 2023-24 and
at last Annual general Meeting held on September 30, 2024 are given below:
|
Name |
Designation |
Meeting |
Meeting attended |
Attendance 30.09.2023 |
|
Mr. Kawaljit Singh |
Managing Director |
5 |
5 |
Yes |
|
Mr. Harpreet Singh |
Independent Director |
5 |
5 |
Yes |
|
Ms. Mohini T. |
Independent Director |
5 |
5 |
Yes |
The intervening gap between the meetings was within the period prescribed under the
Companies Act, 2013.
e. SEPARATE MEETINGS OF INDEPENDENT DIRECTORS
As stipulated by the Code of Independent Directors under Schedule IV of the Companies, Act,
2013, a separate meeting of the Independent Directors of the Company was held to review the
performance of Non- Independent Directors, the Board as whole, including the Chairman of the
Company and to discuss the matters related to the quality, quantity and timeliness of flow of
information between the Company management and the Board
f. DIRECTORS RESPONSIBILITY STATEMENTS:
In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial
statements of the Company for the year ended 31st March, 2023, the Board of Directors hereby
confirms 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. Such accounting policies have been selected and applied consistently and the Directors
made judgments and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company as at 31st March, 2024 and of the profits of the
Company for that year;
c. Proper and sufficient care was taken 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 annual accounts of the Company have been prepared on a going concern basis;
e. Internal financial controls have been laid down to be followed by the Company and that
such internal financial controls are adequate and were operating effectively; and
f. Proper systems have been devised to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
g. ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD:
The Board of Directors has carried out an annual evaluation of its own performance, board
committees and individual directors pursuant to the provisions of the Companies Act, 2013.
The Board and the Nomination and Remuneration Committee reviewed the performance of the
individual directors on the basis of the criteria as laid down by the Nomination and
Remuneration Committee.
16. DISCLOSURES RELATED TO BOARD COMMITTEES AND POLICIES:
Your Company has in place, all the Committee(s) as mandated under the provisions of the
Companies Acts. Currently, there are two Committees of the Board, namely:
1. Audit Committee
2. Nomination and Remuneration Committee
A. AUDIT COMMITTEE
The Company has formed an Audit Committee as required under the provisions of Section 177
of the Companies Act, 2013 and under Regulation 18 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The Composition of Audit Committee comprised of
following directors:
|
Sr.No. |
Name |
Designation |
Category |
|
1 |
Mr. Harpreet Singh D. Jaggi |
Independent Director |
Chairman |
|
2 |
Ms. Mohini Hingorani |
Independent Director |
Member |
|
3. |
Mr. Kawaljit Singh Chawla |
Managing Director * |
Member |
* Appointed as Managing Director w.e.f 27th April, 2024
Dates of the meetings: 12.05.2023, 01.09.2023, 10.11.2023 and 12.02.2024. The minutes of
the meetings of the Committee are placed before and noted by the Board. All the
recommendations made by the Committee during the year under review were accepted by
the Board.
TERMS OF REFERENCE
1. To approve financial results and to recommend it to Board for their approval with or
without modification;
2. To take note of compliance of legal requirements applicable to Company;
3. the recommendation for appointment, remuneration and terms of appointment of
auditors of the company;
4. review and monitor the auditor''s independence and performance, and effectiveness of
audit process;
5. approval or any subsequent modification of transactions of the company with related
parties;
6. To take note of irregularities or fraud in the business activity of the Company, if any.
B. NOMINATION AND REMUNERATION COMMITTEE:
The Board of Directors of the Company has constituted "Nomination and Remuneration
Committee" pursuant to Section 178 of the Companies Act, 2013 read along with applicable
rules.
The Composition of Nomination and Remuneration Committee comprised of following
directors:
|
Sr.No. |
Name |
Designation |
Category |
|
1 |
Mr. Harpreet Singh D. Jaggi |
Independent Director |
Chairman |
|
2 |
Ms. Mohini Hingorani |
Independent Director |
Member |
|
3. |
Mr. Kawaljit Singh Chawla |
Managing Director * |
Member |
* Appointed as Managing Director w.e.f 27th April, 2024
During the year 2 (Two) meetings were held and necessary quorum was present during both
the meetings. Date of the Meetings 12.05.2023 and 12.02.2024.
The minutes of the meetings of the Committee are placed before and noted by the Board. All
the recommendations made by the Committee during the year under review were accepted
by the Board.
The Board has in accordance with the provisions of Section 178(3) of the Companies Act,
2013, formulated the policy setting out the criteria for determining qualifications, positive
attributes, independence of a Director and policy relating to remuneration for Directors, Key
Managerial Personnel and other employees. The aforementioned detailed Policy duly
approved and adopted by the Board is appended as "Annexure II" of this Report.
C. STAKEHOLDER RELATIONSHIP COMMITTEE
The Stakeholder Relationship Committee (SRC) comprises of two Independent Director and
one Executive Director. Chairperson of the SRC is an Independent Director. The Committee
specifically discharge duties by protecting in various aspects interest of shareholders by
reviews redressing of shareholders complaints like non-receipt of Balance Sheet, non-receipt
of declared dividend, etc. The committee also reviews the functioning & activities of Registrar
& Transfer Agent & related investor grievances.
|
Sr. No. |
Name |
Designation |
Category |
|
1 |
Mrs. Mohini Hingorani |
Independent Director |
Chairman |
|
2 |
Mr. Harpreet Singh Jaggi |
Independent Director |
Member |
|
3. |
Mr. Kawaljit Singh Chawla |
Managing Director * |
Member |
* Appointed as Managing Director w.e.f 27th April, 2024
During the year 2 (Two) meetings were held and necessary quorum was present during both
the meetings. Date of the Meetings 12.05.2023 and 12.02.2024
D. WHISTLE BLOWER POLICY:
The Board of Directors of the Company has, pursuant to the provisions of Section 177(9) of
the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its
Powers) Rules, 2014, framed a ''Vigil Mechanism Policy'' for Directors and employees of the
Company to provide a mechanism which ensures adequate safeguards to employees and
Directors from any victimization on raising of concerns of any violations of legal or regulatory
requirements, incorrect or misrepresentation of any, financial statements and reports, etc.
The employees of the Company have the right/option to report their concern/grievance to
the Chairman of the Audit Committee.
D. RISK MANAGEMENT POLICY:
The Company has laid down a well-defined Risk Management Policy to identify the risk,
analyse and to undertake risk mitigation actions. The Board of Directors regularly undertakes
the detailed exercise for identification and steps to control them through a well defined
procedure. The Board periodically reviews the risks and suggests steps to be taken to control
and mitigate the same through properly defined framework.
E. SEXUAL HARASSMENT POLICY:
The Company has adopted a policy on prevention, prohibition and redressal of sexual
harassment at workplace and has also established an Investigation and Redressal Committee,
as stipulated by The Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and rules thereunder. During the year under review, no complaints in
relation to such harassment at workplace have been reported.
17. AUDITORS& REPORTS
a. STAUTORY AUDITOR
The members at the Annual General Meeting held on September 30, 2022 had appointed M/s.
Agrawal Jain & Gupta, Chartered Accountants (Firm Registration No. 013538C) as the Statutory
Auditors for five consecutive years from the conclusion of 37thAnnual General Meeting till the
conclusion of the 42ndAnnual General Meeting of the Company to be held in 2026-27. The
Statutory Auditors have confirmed their independent status and have given their consent and
eligibility to act as a statutory Auditors of the company as required under the provisions of the
Companies Act, 2013.
MANAGEMENT RESPONSE TO OBSERVATION IN AUDITORS'' REPORT:
1. Company Suspended due to penal reason from BSE.
Response: the Company has filed an application for revocation of suspension of trading
with BSE Ltd on April 27, 2024 and has complied with and completed the pending
compliances and formalities for revocation of suspension, including payment of processing
fees, Annual Listing Fees, SEBI SOP fines and reinstatement fees. In view of this, BSE LTD
vide notice dated June 18, 2024 has revoked trading of equity shares of the company w.e.f
June 26, 2024.
b. INTERNAL AUDITORS
For the financial year 2022-23, the Company in the Board Meeting appointed J S Bhatia & Co.,
(Firm Registration No. 118806W) Chartered Accountants, as an Internal Auditors of the
Company for the financial year 2023-24 and the report of Internal Auditor issued and the
same has been reviewed by audit and Board.
c. SECRETARIAL AUDITOR
Pursuant to provision of section 204 of the Companies Act, 2013 and rules made thereunder,
the board has appointed M/s Yogesh D. Dabholkar & Co., Practicing Company Secretaries (C.P.
No. 6752) to undertake the Secretarial Audit of the Company for the year ended March 31,
2024. The Secretarial Audit Report is annexed as Annexure III and forms an integral part of this
Report.
MANAGEMENT RESPONSE TO OBSERVATION IN SECRETARIAL AUDIT REPORT:
a) Observations/ Non-Compliances/ Adverse Remarks/ Qualifications in respect of the Companies Act,
2013 and rules made there under are as follows:
1. The Company has not filed form(s) for intimation of various Board Resolution(s) with ROC
pursuant to Section 179(3) and Rule 8 of Chapter XII Rules, form IEPF 2 as per Section 125 of the
Act and form PAS-6 as per Rule 9A of Companies (Prospectus and Allotment of Securities) Rules,
2014.
2. The Company is yet to appoint a Whole-time Company Secretary as per the provisions of Section
203 read with Rule 8 of the Companies (Appointment & remuneration of Managerial personnel)
Rules, 2014 of the Companies Act, 2013.
3. The Company has not appointed managing director, or Chief Executive Officer or manager and in
their absence, a whole-time director as per the provisions of Section 203 of the Companies Act,
2013.
4. The Company has not published the notice of Book closure in the newspaper as required under
Section 91(1) of the Companies Act, 2013;
5. The Company has not complied with the entire provisions of section 108 of the Companies Act,
2013 read with Rule 20(2) of the Companies (Management and Administration) Rules, 2014.
6. The Company has not filed MGT-15 with ROC as per Section 121 (1) of the Companies Act, 2013
7. Applicable clauses of the Secretarial Standards issued by The Institute of Company Secretaries of
India under the provisions of Companies Act, 2013, regarding the issue of issued notice of Board
Meeting, Committee Meetings and General Meeting as per the provision of Companies Act, 2013,
maintenance of the minutes of the Board, committee and General meeting and attendance
thereof have not been adequately complied with.
8. The Board and members of the Company has adopted Director''s report for the financial year 22¬
23 without Secretarial audit report annexed to it as required under section 204 of the Act
9. The Board of Directors of the Company is not constituted with proper balance of Executive
Directors, Non-Executive Directors, Independent Directors and Woman Director.
10. The Financial Statements has not been signed by Company Secretary, as full time Company
Secretary is yet to be appointed by the Company.
b) Observations/ Non-Compliances/ Adverse Remarks/ Qualifications in respect of the SEBI Act,
Regulations, Rules, Guidelines, Notifications, Circulars made there under are as follows:
1. The Company has not complied with Regulation 6, 7(3), 10, 13(2), 13(3), 14, 20, 23(9), 29(1), 30,
31(1) & (2), 33(3), 34, 36, 42, 44(3), 46, 47(1) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015
2. The Company has not complied with sebi Circular SEBI/HO/DDHS/CIR/P/2018/144 Related to
Large Corporate Disclosure.
3. The Company has not maintained data as required through structural digital data base as per reg
3(5) and 3(6) of the Prohibition of Insider Trading Regulation, 2015.
4. Compliances were pending as per the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and status is showing was "Suspended due to Penal Reason" at BSE Website as
at 31st March, 2024.
Response:
The Company has completed the pending compliances and formalities for revocation of
suspension, including payment of processing fees, Annual Listing Fees, SEBI SOP fines and
reinstatement fees as per the order received from the delisting committee of BSE Ltd dated
January 5, 2024 and has made an application for revocation of suspension of trading with BSE
Ltd on April 27, 2024. BSE LTD vide notice dated June 18, 2024 has revoked trading of equity
shares of the company w.e.f June 26, 2024.
d. COST AUDITORS:
The Central Government of India has not specified the maintenance of Cost Records under
Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit)
Rules, 2014.
d. INTERNAL CONTROL SYSTEMS:
The Company has, in all material respects, an adequate internal financial controls system over
financial reporting and such internal financial controls over financial reporting were operating
effectively as at March 31, 2024.
18. MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SUB
SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013 AND STATUS OF THE SAME:
The provisions regarding maintenance of cost records as specified by the Central Government
under Sub Section (1) of Section 148 of the Companies Act, 2013 are not applicable to the
Company.
19. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER
DISCLOSURES AS PER RULE 5 OF THE COMPANIES (APPOINTMENT &REMUNERATION OF
MANAGERIAL PERSONNEL RULES, 2014:
The Company does not have any Key Managerial Personnel or employee, receiving remuneration of
^ 8,50,000/- per month or ^ 1,02,00,000/- per annum and therefore no particulars are required to
be furnished under section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies
(Appointment an Remuneration of Managerial Personnel) Rules, 2014.
20. CORPORATE GOVERNANCE
As per amended provisions of Regulation 15(2) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, provisions of corporate governance are not applicable to listed
Companies having paid up capital not exceeding ^ 10 crore and net worth not exceeding ^ 25 crore
as on the last date of the previous year. Paid up capital and net worth of the Company not
exceeding the prescribed limit in previous year; hence, provisions of Corporate Governance are
not applicable to the Company.
21. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-REGULATION (12)
OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT.
There is no instance of fraud committed against the Company by its officers or employees, the
details of which would need to be mentioned in the Board''s report.
22. COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company has not compliance with the provisions of all applicable Secretarial Standards issued
by the Institute of Company Secretaries of India.
23. EXTRACT OF ANNUAL RETURN:
Pursuant to the amendment to the Companies (Management & Administration) Rules, 2014 vide
notification dated 28thAugust, 2020 by Ministry of Corporate Affairs ("MCA") that every company
shall place a copy of the annual return on the website of the company, if any, and the web-link of
such annual return shall be disclosed in the Board''s report. Your Company does have its own
website.
24. BUSINESS RESPONSIBILITY REPORT
As per the provisions of Regulation 34 (2) of the SEBI Listing Regulations, as amended, the Annual
Report of the top 1000 listed entities based on market capitalization shall include a Business
Responsibility Report (BRR), thus the Business Responsibility Report is not applicable to us.
25. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:
The Company has not adopted amended "Code of Conduct for Prevention of Insider Trading and
Fair Disclosure of Unpublished Price Sensitive Information" in View of SEBI (Prohibition of Insider
Trading) [Amendment] Regulation, 2018 and subsequent amendment to SEBI (PIT) Regulation and
inter alia defines policy to determine "Legitimate Purpose". However, Company has chart out
names of designated personal along with all person covered under PIT regulations.
26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OURGO:
The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013
read with Rule 8 of the Companies (Accounts) Rule in respect of conservation of energy and
technology absorption have not been furnished considering the nature of activities undertaken by
the Company during the year under review.
A) Conservation of Energy:
(i) the steps taken or impact on conservation of energy; N.A.
(ii) the steps taken by the Company for utilizing alternate sources of energy; N.A.
(iii) the capital investment on energy conservation equipments; N.A.
B) Technology Absorption:
(i) the efforts made towards technology absorption; N.A.
(ii) the benefits derived like product improvement, cost reduction, product development or import
substitution; N.A.
(iii) in case of imported technology (imported during the last three years reckoned from the
beginning of the financial year): N.A.
a. the details of technology imported; N.A.
b. the year of import; N.A.
c. whether the technology been fully absorbed; N.A.
d. if not fully absorbed, areas where absorption has not taken place, and the reasons thereof;
N.A.
(iv) the expenditure incurred on Research and Development: N.A.
C) Foreign Exchange Earnings and Outgo:
The Details of foreign exchange earnings and outgo are as follows:
(i) Foreign Exchange Earning: ^ Nil
(ii) Foreign Exchange Outgo: ^ Nil
27. PARTICULARS OF CONTRACTS OR ARRNGEMENT WITH RELATED PARITES:
All related party transactions that were entered into by the Company during the financial year
were in the ordinary course of business and on an arm''s length basis. None of the related party
transactions entered into by the Company were material transactions.
Details of related party transactions entered into by the Company during the financial year are
provided in Note 23 to the Financial Statements.
28. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (IBC)
No such process initiated during the period under review under the Insolvency and Bankruptcy
Code, 2016 (IBC).
29. DETAILS OF ONE TIME SETTLEMENT
The company did not avail any such onetime settlement during the financial year, therefore
disclosure of the details of difference between amount of the valuation done at the time of one
time settlement and the valuation done while taking loan from the Banks or Financial Institutions
along with the reasons thereof is not applicable to the Company.
30. LISTING
BSE LTD vide notice dated June 18, 2024 has revoked trading of equity shares of the company w.e.f
June 26, 2024.
31. ACKNOLEDGMENTS AND APPRECIATION
Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers,
business partners/associates, financial institutions and Central and State Governments for their
consistent support and encouragement to the Company.
In addition, your Directors also place on record their sincere appreciation of the commitment and
hard work put in by the Registrar & Share Transfer Agent, all the suppliers, sub-contractors,
consultants, clients and employees of the Company.
FOR AND ON BEHALF OF THE BOARD
Sd/- -
KAWALJIT SINGH CHAWLA
CHAIRMAN &MANAGING DIRECTOR
DIN: 00222203
Date: 13th August, 2024.
Place: Mumbai.
25 Ambalal Doshi Marg,
Hamam Street, Fort, Mumbai - 400 023
CIN: L28900MH1984PLC032859
Tel No. 022-22675720/022- 22672124 Fax No.: 022-22675782
Website: www.jeetmachinetools.in
Mail: info@qmt-india.com
Mar 31, 2014
Dear Members,
The Directors present the Thirtieth Annual Report on the business and
operations of the Company together with Audited Accounts of your
Company for the financial year ended March 31, 2014.
Financial Results:
Financial Results for the financial year ended March 31, 2014 are as
under:
(Rupees in Lacs)
Particulars Year ended Year ended
March 31,2014 March 31,2013
Gross Revenue 22.73 7.52
Profit before Depreciation,
Interest and Tax (4.23) (6.78)
Less: Interest - -
Depreciation 0.12 0.20
Profit before Taxation (4.35) (6.98)
Provision for Taxation & Deferred Tax
* Current Tax - -
* Deferred Tax (0.30) (3.56)
Balance carried to Balance Sheet (4.66) (3.42)
PERFORMANCE FOR THE YEAR:
During the year under review, the Company earned revenue of Rs. 21.61
Lacs from its operations and other income of Rs. 1.12 Lacs. The Net
Loss of the Company amounted to Rs. 4.66 Lacs compared to the Loss of
Rs. 3.42 Lacs of the previous financial year. The Company is hopeful of
improving its operations during the current year.
DIVIDEND:
In view of the losses incurred by the Company during the current
financial year, your Directors have thought it prudent not to recommend
any dividend on the paid-up share capital of the Company for the
financial year under review.
In accordance with the provisions of the Companies Act, 2013 and
Articles of Association of the Company, Mr. Kawaljit Singh Chawla (DIN:
00222203) and Mr. Kulwant Singh Prehlad Singh Kohli (DIN: 02444911) ,
Directors of the Company, shall retire by rotation at the ensuing
Annual General Meeting and being eligible for re-appointment, offer
themselves for re-appointment. The Board of Directors recommends their
re-appointment.
It is proposed to appoint Mr. Narendra Mansingka (DIN: 00117571), as an
Independent Director of the Company under the provisions of the revised
Clause 49 of the Listing Agreement and provisions of Section 149 of the
Companies Act, 2013. The said Independent Director meets the criterion
of independence as provided under Section 149(6) of the Companies Act,
2013. It is proposed to appoint him, in the ensuing Annual General
Meeting, as Independent Director in terms of Section 150(2) of the
Companies Act, 2013 for a term of five consecutive years and resolution
for the appointment of the said Independent Director to this effect is
incorporated in the Notice of the ensuing Annual General Meeting.
Pursuant to the provisions of Section 160 of the Companies Act, 2013,
the Company has received a Notice in writing from one of the members of
the Company, signifying his intention to propose the candidatures of
the said Independent Director.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956, your Directors to their best of their knowledge and belief
confirm the following that:
* The applicable accounting standards have been followed in the
preparation of the annual accounts and there are no material departure;
* Such accounting policies have been selected and applied them
consistently and made judgments and estimates that are reasonable and
prudent, so as to give a true and fair view of the state of affairs of
the company as at March 31, 2014 and the loss of the Company for the
financial year ended on that date;
* Proper and sufficient care have been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; and
* The annual accounts have been prepared on a going concern basis.
SECRETARIAL COMPLIANCE CERTIFICATE:
Pursuant to the proviso to Section 383A(1) of the Companies Act, 1956,
read with the Companies (Compliance Certificate) Rules, 2001,
Secretarial Compliance Certificate obtained from M/s Rathi &
Associates, Company Secretaries in Whole Time Practice is attached
herewith and forms part of the Report.
FIXED DEPOSITS:
During the year under review, your Company has neither accepted nor
renewed any fixed deposits within the meaning of Section 58A of the
Companies Act, 1956 read with the Companies (Acceptance of Deposit)
Rules, 1975 and also no amount was outstanding on account of principal
or interest thereon, as of the date of the Balance Sheet.
SUBSIDIARY COMPANIES:
In accordance to Section 212(8) of Companies Act, 1956 during the
financial year, the Company does not have any Subsidiary Company.
AUDITORS:
M/s. J. S. Bhatia & Co., Chartered Accountants, Statutory Auditors of
the Company retire at the ensuing Annual General Meeting and being
eligible, offer themselves for re-appointment. The retiring Auditors
have furnished a Certificate of their eligibility for re-appointment
under third proviso of sub-section (1) of Section 139 of the Companies
Act, 2013, and have indicated their willingness to continue in the said
office.
AUDITORS'' REPORT:
The observations, if any, made by the Statutory Auditors in their
Report read with the relevant notes as given in the Notes to Accounts,
are self explanatory and therefore do not call for any further comments
under Section 217(3) of the Companies Act, 1956.
CONSERVATION OF ENERGY, RESEARCH AND DEVLOPMENT, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNINGS & OUTGO:
(A) Conservation of Energy and Technology Absorption, adaptation and
innovation:
Considering the Company''s business activities, the Directors have
nothing to state in connection with Conservation of Energy and
Technology Absorption.
(B) Foreign Exchange Earnings & Outgo:
The Company has neither earned any income nor expended any amount in
Foreign Currency during the financial year under review.
PARTICULARS AS PER SECTION 217 (2A) OF THE COMPANIES ACT, 1956:
None of the employees of the Company were in receipt of remuneration
equal to or exceeding the limits prescribed under Section 217(2A) of
the Companies Act, 1956 read with the Companies (Particulars of
Employees) Rules, 1975.
ACKNOWLEDGEMENTS:
Your Directors place on record its deep appreciation for the dedicated
services of the executives and staff of the Company and also to the
Shareholders, Bankers, Statutory Auditors, its patrons and all the
organizations connected with the Company for their continuous support.
FOR AND ON BEHALF OF THE BOARD
Place: Mumbai Ajit Singh Chawla Kawaljit Singh Chawla
Dated: September 2, 2014 Director Director
DIN: 02451259 DIN: 00222203
REGISTERED OFFICE:
25 Ambalal Doshi Marg,
Hamam Street,
Fort, Mumbai - 400 023
Tel No. 022-22651944 /022- 65208171,
Fax. 022-22655782,
Email: qualitymachinetls@yahoo.co.in
Mar 31, 2013
Dear Members of Jeet Machine Tools Limited
The Directors present the 29th Annual Report on the business,
operations and the Audited Accounts of your Company for the financial
year ended 31st March, 2013.
Financial Results:
Financial Results for the financial year ended 31st March 2013 are as
under:
(Rs. in Lacs)
Particulars For the year ended For the year ended
31st March, 2013 31st March, 2012
Gross Revenue 7.48 22.76
Profit before Depreciation,
Interest and (6.78) (3.23)
Tax
Less: Interest - 1.10
Depreciation 0.20 0.45
Profit before Taxation (6.98) (4.78)
Provision for Taxation &
Deferred Tax
- Current Tax - -
- Deferred Tax (3.56) (0.65)
Balance carried to Balance
Sheet (3.42) (5.44)
Performance for the year:
During the year under review, the Company achieved sales of Rs. 2.65
Lacs and other income of Rs. 4.82 Lacs. The Net Loss of the Company
amounted to Rs. 6.98 Lacs compared to the Loss of Rs. 4.78 Lacs of the
previous financial year. The Company is hopeful of improving its
operations during the current year.
Dividend:
In view of the current year''s losses, your Directors have thought it
prudent not to recommend any dividend on the paid-up share capital of
the Company for the year ended 31st March, 2013.
Directors:
In accordance with the provisions of the Companies Act, 1956 and
Articles of Association of the Company, Mr. Narendra Mansingka and Mr.
Ajit Singh Chawla shall retire by rotation at the ensuing Annual
General Meeting and being eligible for re-appointment, offer themselves
for re- appointment. Your Board recommends their re-appointment.
Directors Responsibility Statement:
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956, your Directors confirm the following:
(a) that the applicable accounting standards have been followed in the
preparation of final accounts and that there are no material
departures;
(b) that the accounting policies have been selected and applied
consistently and such judgments and estimates made are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at 31st March 2013 and of the loss for the year ended on
that date;
(c) that proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of
Companies Act, 1956 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities; and
(d) that the annual accounts have been prepared on a going concern
basis.
Particulars u/s.217 (2A) of the Companies Act, 1956:
None of the employees of the Company were in receipt of remuneration
equal to or exceeding the limits prescribed under Section 217(2A) of
the Companies Act, 1956 read with the Companies (Particulars of
Employees) Rules, 1975.
Auditors:
M/s. J. S. Bhatia & Co., Chartered Accountants, the Statutory Auditors
of the Company retire at the ensuing Annual General Meeting and being
eligible, offer themselves for re-appointment. The retiring Auditors
have furnished a certificate of their eligibility for re-appointment
under Section 224(1B) of the Companies Act, 1956 and have indicated
their willingness to continue in the said office. Members are requested
to re-appoint the said Auditors for the current year and to authorize
the Board to fix their remuneration.
Auditors'' Report:
The observations, if any, made by the Statutory Auditors in their
Report read with the relevant notes as given in the Notes to Accounts,
are self explanatory and therefore do not call for any further comments
under Section 217(3) of the Companies Act, 1956.
Secretarial Compliance Certificate:
Secretarial Compliance Certificate as required under Section 383A(1) of
the Companies Act, 1956 for the year ended 31st March, 2013 as obtained
from M/s Rathi & Associates, Practicing Company Secretaries is attached
herewith and forms part of the Report.
Fixed Deposits:
During the year under review, the company has not accepted or renewed
any deposits within the meaning of Section 58A of the Companies Act,
1956 and the Companies (Acceptance of Deposits) Rules, 1975.
Conservation of Energy, Technology Absorption, foreign Exchange
Earnings & Outgo:
The requirements of disclosures in terms of Section 217(1)(e) of the
Companies Act, 1956, read with the Companies (Disclosures of the
Particulars in the report of the Board of Directors), Rules, 1988
pertaining to the conservation of energy and technology absorption are
not applicable since the Company is not engaged in manufacturing
activities.
The Company has neither earned any income nor expended any amount in
Foreign Currency during the year review.
Acknowledgements:
Your Directors would like to express their grateful appreciation for
assistance and co-operation received from the Bankers, Vendors and the
shareholder fraternity whose continued co-operation has been of immense
strength to the Management all these years.
For and on behalf of the Board
Place: Mumbai Ajit Singh Chawla Kawaljit Singh Chawla
Dated: 2nd August, 2013 Director Director
Mar 31, 2011
Dear Members,
The Directors present the 27th Annual Report on the business,
operations and the Audited Accounts of your Company for the financial
year ended 31st March, 2011.
Financial Results:
Financial Results for the financial year ended 31st March 2011 are as
under:
(Rs. in Lacs)
Particulars For the year For the year
ended ended
31st March 2011 31st March 2010
Gross Revenue 134.55 28.44
Profit before Depreciation,
Interest and Tax 116.77 15.67
Less: Interest 1.15 0.24
Depreciation 0.60 0.81
Profit before
Taxation 115.02 14.62
Provision for Taxation &
eferred Tax_
- Current Tax (23.60) (1.49)
- Deferred Tax (1.05) (2.57)
- Of earlier Years (A.Y: 2009-10) _ (4.38)
- Mat Credit Entitlement 21.90 _
Balance carried to Balance Sheet 112.28 6.18
Performance for the year:
During the year under review, the Company achieved sales of Rs. 11.08
lacs and other income of Rs. 123.46 lacs from its long term
investments. The Net Profit of the Company was amounted to Rs. 115.02
lacs compared to Rs. 14.62 lacs of the previous financial year.
Dividend:
With a view to conserve the resources for meeting future requirements,
your Directors have thought it prudent not to recommend any dividend on
the paid up share capital of the Company for the year ended 31st March,
2011.
Directors:
In accordance with the provisions of the Companies Act, 1956 and
Articles of Association of the Company, Mr. Narendra Mansingka and Mr.
Ajit Singh Chawla shall retire by rotation at the ensuing Annual
General Meeting and are being eligible, offers themselves for
re-appointment. Your Board recommends their re-appointment.
Directors Responsibility Statement:
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956, your Directors confirm the following:
(a) that the applicable accounting standards have been followed in the
preparation of final accounts and that there are no material
departures;
(b) that the accounting policies have been selected and applied
consistently and such judgments and estimates made are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at 31st March 2011 and of the Profit for the year ended
on that date;
(c) that proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of
Companies Act, 1956 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities; and
(d) that the annual accounts have been prepared on a going concern
basis.
Particulars u/s.217 (2A) of the Companies Act, 1956:
None of the employees of the Company were in receipt of remuneration
equal to or exceeding the limits prescribed under Section 217(2A) of
the Companies Act, 1956 read with the Companies (Particulars of
Employees) Rules, 1975.
Auditors:
M/s. J. S. Bhatia & Co., Chartered Accountants, the Statutory Auditors
of the Company retire at the ensuing Annual General Meeting and are
eligible, offer themselves for re-appointment. The retiring Auditors
have furnished a certificate of their eligibility for re-appointment
under Section 224(1B) of the Companies Act, 1956 and have indicated
their willingness to continue in the said office. Members are requested
to appoint Auditors for the current year and to authorize the Board to
fix their remuneration.
Auditors' Report:
The observations made by the Auditors in their Report read with the
relevant notes as given in the Notes to Accounts, are self explanatory
and therefore do not call for any further comments under Section 217(3)
of the Companies Act, 1956.
Secretarial Compliance Certificate:
Secretarial Compliance Certificate as required under Section 383A(1) of
the Companies Act, 1956 for the year ended 31st March, 2011 as obtained
from M/s Rathi & Associates, Company Secretaries is attached herewith.
Fixed Deposits;
During the year under review, the company has not accepted or renewed
any deposits within the meaning of Section 58A of the Companies Act,
1956 and the Companies (Acceptance of Deposits) Rules, 1975.
Conservation of Energy, Technology Absorption, foreign Exchange
Earnings & outgo;
The requirements of disclosures in terms of Section 217(l)(e) of the
Companies Act, 1956, read with the Companies (Disclosures of the
Particulars in the report of the Board of Directors), Rules, 1988
pertaining to the conservation of energy and technology absorption are
not applicable since the Company is not engaged in manufacturing
activities.
The Company has neither earned any income nor expended any amount in
Foreign Currency during the year review.
Acknowledgements:
Your Directors would like to express their grateful appreciation for
assistance and co- operation received from the Bankers, members of
medical profession, Vendors and the shareholder fraternity whose
continued co-operation has been of immense strength to the Management
all these years. Your Directors also wish to place on record their deep
sense of appreciation for the committed services of the Executives,
Staff and Workers of the Company.
For and on behalf of the Board
Place: Mumbai Ajit Singh Chawla Kawaljit Singh Chawla
Dated: 24th May 2011 Director Director
Mar 31, 2010
The Directors present the 26th Annual Report on the business,
operations and the Audited Accounts of your Company for the financial
year ended 31st March, 2010.
Financial Results:
Financial Results for the financial year ended 31st March 2010 are as
under:
(Rs. in Lacs)
Particulars For the year For the year
ended ended
31st March 2010 31st March 2009
Gross Revenue 28.44 37.00
Profit before Depreciation,
Interest and Tax
(PBDIT) 15.67 17.70
Less: Interest 0.24 0.44
Depreciation 0.81 1.03
Profit before Taxation 14.62 16.23
Provision for Taxation &
Deferred Tax
- Current Tax (1.49) (0.35)
- Fringe Benefit Tax - (0.08)
Deferred Tax (2.56) 0.00
For Earlier Years (A.Y; 2009-10) (4.38) -
Balance carried to Balance Sheet 6.19 15.80
Performance for the year:
During the year under review, the Company has not carried out any
activity. Your directors have been taking steps to generate the
business opportunities. During the year under review the Company earned
other income of Rs.28.44 lacs from interest and dividend. The Net
Profit of the Company suffered marginally during the year under review
to Rs. 14.61 lacs frorn Rs. 16.23 of the previous financial year.
Dividend:
With a view to conserve the resources for meeting future requirements,
your Directors have thought it prudent not to recommend any dividend on
the paid up share capital of the Company for the year ended 31st March,
2010.
Directors:
In accordance with the provisions of the Companies Act, 1956 and
Articles of Association of the Company, Mr. Narendra Mansingka and Mr.
Kulwant Singh Kohli shall retire by rotation at the ensuing Annual
General Meeting and are being eligible, offers themselves for
re-appointment. Your Board recommends their re-appointment.
Directors Responsibility Statement:
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956, your Directors confirm the following:
(a) that the applicable accounting standards have been followed in the
preparation of final accounts and that there are no material
departures;
(b) that the accounting policies have been selected and applied
consistently and such judgments and estimates made are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at 31st March 2010 and of the Profit for the year ended
on that date;
(c) that proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of
Companies Act, 1956 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities; and
(d) that the annual accounts have been prepared on a going concern
basis.
Particulars u/s.217 (2A) of the Companies Act. 1956:
None of the employees of the Company were in receipt of remuneration
equal to or exceeding the limits prescribed under Section 217(2A) of
the Companies Act, 1956 read with the Companies (Particulars of
Employees) Rules, 1975.
Auditors:
M/s. J. S. Bhatia & Co., Chartered Accountants, the Statutory Auditors
of the Company retire at the ensuing Annual General Meeting and are
eligible, offer themselves for re- appointment. The retiring Auditors
have furnished a certificate of their eligibility for re- appointment
under Section 224(1B) of the Companies Act, 1956 and have indicated
their willingness to continue in the said office. Members are requested
to appoint Auditors for the current year and to authorize the Board to
fix their remuneration.
Auditors Report:
The observations made by the Auditors in their Report read with the
relevant notes as given in the Notes to Accounts, are self explanatory
and therefore do not call for any further comments under Section 217(3)
of the Companies Act, 1956.
Secretarial Compliance Certificate:
Secretarial Compliance Certificate as required under Section 383A(1) of
the Companies Act, 1956 for the year ended 31st March, 2010 as obtained
from M/s Jayesh Shah & Company, Company Secretaries is attached
herewith.
Fixed Deposits;
During the year under review, the company has not accepted or renewed
any deposits within the meaning of Section 58A of the Companies Act,
1956 and the Companies (Acceptance of Deposits) Rules, 1975.
Conservation of Energy, Technology Absorption, foreign Exchange
Earnings & Outgo:
The requirements of disclosures in terms of Section 217(l)(e) of the
Companies Act, 1956, read with the Companies (Disclosures of the
Particulars in the report of the Board of Directors), Rules, 1988
pertaining to the conservation of energy and technology absorption are
not applicable since the Company is not engaged in manufacturing
activities.
The Company has neither earned any income nor expended any amount in
Foreign Currency during the year review.
Acknowledgements:
Your Directors would like to express their grateful appreciation for
assistance and co operation received from the Bankers, members of
medical profession, Vendors and the shareholder fraternity whose
continued co-operation has been of immense strength to the Management
all these years. Your Directors also wish to place on record their deep
sense of appreciation for the committed services of the Executives,
Staff and Workers of the Company.
For and on behalf of the Board
Place: Mumbai Ajit Singh Chawla Kawaljit Singh Chawla
Dated: 29th May, 2010 Director Director
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