Your Directors have pleasure in presenting the 39th Annual Report along with the Audited Financial
statements of the Company for the financial year ended 31st March, 2024.
1. Financial Results:
Pc Tn T tiHic
|
Particulars
|
2023-24
|
2022-23
|
|
Income
|
6.92
|
4.27
|
|
Expenditure
|
13.84
|
9.59
|
|
Profit/(Loss) before depreciation tax and exceptional
item Exceptional item
|
(6.91)
|
(5.32)
|
|
Depreciation
|
-
|
-
|
|
Exceptional item
|
-
|
-
|
|
Profit/(Loss) before Taxation
|
(6.91)
|
(5.32)
|
|
Deferred Tax/Current tax
|
-
|
-
|
|
Profit/(Loss) After Taxation
|
(6.91)
|
(5.32)
|
2. Business performance:
The Company does not have divisions therefore division wise working details are not
applicable. There is no revenue from operations as well for the year ended 31st March, 2024
same as for the year ended 31st March, 2023. During the financial year 2023-24, the Company
incurred a Loss of Rs. 6.91 lakhs compared to Rs. 5.32 lakhs loss in previous financial year.
3. Share Capital:
The paid up equity capital as on March 31, 2024 is Rs. 2,20,50,000/- divided into 22,05,000
equity shares of Rs. 10/- each. During the year under review, the Company has not issued bonus
shares nor issued shares with differential voting rights nor granted stock options nor sweat
equity and nor buy back its own securities.
4. Change in nature of Business:
There was no change in nature of business activity during the year.
5. Transfers to Reserves:
During the year, the Company has not transferred any amount to the reserves.
6. Material Changes and Commitments Affecting The Financial Position of the Company
occurred between the end of the Financial Year of the Company to which The financial
statement relate and the date of the report:
There are 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 to which
the financial statements relate and the date of the report.
7. Dividend:
Your Directors do not recommend any dividend for the equity shareholders for the financial
year 2023-24.
8. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and
Out-Go:
A) Conservation of energy:
(i) The steps taken or impact on conservation of energy; Nil
(ii) The steps taken by the company for utilizing alternate sources of energy; Nil
(iii) The capital investment on energy conservation equipment; Nil
Note: - The Company does not have any manufacturing activities which require heavy
consumption of energy. The company uses latest technology low energy consumption
products in its office.
B) Technology absorption:
(i) The efforts made towards technology absorption: Nil
(ii) The benefits derived like product improvement, cost reduction, product development or
import substitution: Nil
In case of imported technology (imported during the last three years reckoned from the
beginning of the financial year): Nil
a. The details of technology imported: Nil
b. The year of import; Nil
c. Whether the technology been fully absorbed; Nil
(iii) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof;
Nil and
(iv) The expenditure incurred on Research and Development. Nil
Note: - In respect of the Nature of the Business of the Company there was no requirement
of any technology.
C) Foreign exchange earnings and Outgo:
The Foreign Exchange earned in terms of actual inflows during the year and the Foreign
Exchange outgo during the year in terms of actual outflows. -No Foreign Exchange is earned
or spent by the company during the year under review.
9. Web Address for Annual Return:
http://esquiremoneyguarantees.com/
10. Directors and Key Managerial Personnel
A) Changes in Directors and Key Managerial Personnel:
Mr. Peeyush Sethia (DIN 09850692) was appointed as an Additional Director in the
category of Executive Director on March 03, 2023 till the conclusion of Annual General
Meeting which was held in the financial Year 2023-24. Mr. Peeyush Sethia (DIN
09850692) was Regularized as director in the category of Executive Director w.e.f 30th
September, 2023.
Mr. Ish Sadana (DIN 07141836) was appointed on March 03, 2023 as an Additional
Director in the category of Non-Executive Independent Director till the conclusion of
Annual General Meeting held in the financial Year 2023-24. Mr. Ish Sadana (DIN
07141836) was Regularized as a director in the category of Non-Executive Independent
Director w.e.f 30th September, 2023.
Mrs. Sonia Bhimrajka( PAN: BFKPS9034J) who was appointed as a Company Secretary
of the Company tendered her resignation from the position of Company Secretary of the
Company with effect dated November 03, 2023.
Mr. Kanwar Nitin Singh(PAN: DMBPS2944R) was appointed as a Company Secretary and
Compliance officer and of the Company with effect from on January 31, 2024.
11. Independent directors' declaration :
Each of the Independent Directors have provided a declaration in accordance with Section
149(7) of the Act, read with Rules 16 and 25(8) of the Listing Regulations, confirming that
he/she meets the criteria of independence as laid out in Section 149(6) of the Act and
Regulations 16(1)(b) and 25(8) of the Listing Regulations.
12. Deposits:
During the year under review, your Company did not accept any deposits within the meaning
of provisions of Chapter V - Acceptance of Deposits by Companies of the Companies Act,
2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
13. Internal Control Systems and their Adequacy:
The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. The scope and authority of the Internal Audit function is defined
in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit
function reports to the Chairman of the Audit Committee of the Board.
The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal
control system in the Company, its compliance with operating systems, accounting procedures
and policies at all locations of the Company. Based on the report of internal audit function,
process owners undertake corrective action in their respective areas and thereby strengthen the
controls. Significant audit observations and recommendations along with corrective actions
thereon are presented to the Audit Committee of the Board.
14. Board and Committee Meetings:
The Board of Directors (herein after called as “the Board”) met for 6 (Six) times during the
Year under review:
|
Sr. No.
|
Particulars
|
No. of meetings held
|
|
1
|
Board meetings
|
6
|
|
2
|
Audit Committee meetings
|
4
|
|
3
|
Nomination and Remuneration Committee meeting
|
2
|
|
4.
|
Stakeholders Committee Meeting
|
4
|
15. Code of Conduct:
The Company has laid down a code of conduct for all Board members and senior management
and Independent Directors of the Company. All the Board members including independent
directors and senior management personnel have affirmed compliance with the code of
conduct.
16. Vigil Mechanism/ Whistle Blower Policy:
The Company has a vigil mechanism named ‘ESQRMON’ in terms of Section 177 of the
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 to deal with instance of fraud and mismanagement, if any, and to report
concerns about unethical behavior, wrongful conduct and violation of the Company’s code of
conduct or ethics policy. The details of the said policy are explained in the Corporate
Governance Report and also posted on the website of the Company i.e.
www.esquiremoneyguarantees.com.
17. Remuneration Policy:
The Board has, on the recommendation of the Nomination and Remuneration Committee
adopted the Remuneration Policy, which inter-alia includes policy for selection and
appointment of Directors, Key Managerial Personnel, Senior Management Personnel and their
remuneration. The Remuneration Policy is stated in the Corporate Governance Report.
18. Familiarisation Programme For Board Members:
The Company is required to conduct the Familiarization Programme for Independent Directors
(IDs), to familiarize them about the Company and their roles, rights, responsibilities in the
Company. The Familiarization Programme is stated in the Corporate Governance Report
forming part of this Annual Report. The details of such Familiarization Programme for
directors may be referred to, at the website of the Company at
www.esquiremoneyguarantees.com.
19. Secretarial Standards:
The Company has in place proper systems to ensure compliance with the provisions of the
applicable Secretarial Standards issued by The Institute of Company Secretaries of India and
such systems are adequate and operating effectively.
20. Director's Responsibility Statement:
The directors confirm that:
i) In the preparation of the annual accounts, the applicable accounting standards have been
followed.
ii) The directors have selected such accounting policies and applied them consistently and
made judgments and estimates that were reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year 2023-24 and
of the loss of the Company for the year under review.
iii) The directors have 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.
iv) The directors have prepared the annual accounts on a going concern basis.
v) 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.
vi) The directors had devised proper system to ensure compliance with the provisions of all
applicable laws and that such system was adequate and operating effectively.
21. Risk Policy:
Business risk evaluation and management is an ongoing process within the Company as per
the risk management policy established by the board. The Company understands that risk
evaluation and risk mitigation is a function of the Board of the Company and the Board of
Directors is fully committed to developing a sound system for identification and mitigation of
applicable risks viz., systemic and non-systemic. The Board of Directors has approved a Risk
Management Policy as per which the Company is in the process of identifying critical risks of
various departments within the Company. Once identified, a sound mitigation system will be
put in place. Further the Board is of the opinion that at present there are no material risks that
may threaten the functioning of the Company.
The Company has a Risk Management framework in place to identify, assess, monitor and
mitigate various risks to the business. This framework seeks to minimize adverse impact on
the business objectives and enhance the Company’s competitive advantage. The framework
also defines the risk management approach across the enterprise at various levels. Risk
Management forms an integral part of the Company’s planning process. Risk Management
Committee of the Board reviews the process of risk management. The details of the Committee
and its terms of reference are set out in the Corporate Governance Report forming part of the
Board’s Report
22. Auditors:
The shareholders of the Company at the 38th Annual General Meeting held on 29th September,
2023 had appointed M/s. Rajesh U Shah & Associates, Chartered Accountants (FRN:
327799E) as the Statutory Auditors of the company to hold office for period of 5 years
commencing from the conclusion of the 38th AGM till the conclusion of 43rd AGM to held in
the year 2028. M/s. Rajesh U Shah & Associates, Chartered Accountants (FRN: 327799E)
will continue to act as auditors of the Company till financial year 2027-28.
23. Statutory Auditors’ Observations:
The notes on financial statements referred to in the Auditors’ Report are self-explanatory and
do not call for any further comments. The Auditors Report does not contain any qualification,
reservation or adverse remark.
There is no audit qualification for the year under review. Further no frauds are reported by the
Auditor which falls within the purview of Section 143(12) of Companies Act, 2013.
24. Particulars of Contracts and Arrangements with Related Parties:
All contracts/arrangements/transactions entered by the Company during the financial year with
related parties were in the ordinary course of business and on an arm’s length basis and are
reviewed by the Audit Committee of the Board. During the year the Company has not entered
into any contract/arrangement/transaction with related parties which could be considered
material in accordance with the policy of the Company on materiality of related party
transactions. A Policy on related party transactions has been posted on the Company’s website
www.esquiremoneyguarantees.com.
25. Disclosure under section 197(12) of the companies act, 2013 and other disclosures as per
rule 5 of companies (Appointment & Remuneration) rules, 2014:
The statement containing particulars of employees as required under 197(12) of the Companies
Act, 2013 read along with Rule 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company as no
employees were in receipt of remuneration above the limits specified in Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
26. Secretarial Audit Report:
Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 CS Aakash Goel
Proprietor of M/s G Aakash & Associates, Practicing Company Secretary, (C.P No. 21629)
was appointed to conduct the Secretarial Audit of the Company for the financial year ended
March 31, 2024. The Secretarial Audit Report is annexed herewith as “Annexure A.”
The Secretarial Auditor of the Company has given unqualified report during the year under
review.
27. Particulars of Loans, Guarantees or Investments:
The Company has not given any loans or guarantees covered under the provisions of section
186 of the Companies Act, 2013 during the Financial Year 2023-24.
28. Equity shares with differential Rights:
The Company has not issued any equity shares with deferential voting rights.
29. Corporate Social Responsibility Initiatives:
The provisions of section 135 about constitution of Corporate Social Responsibility Committee
are not applicable to the Company. Hence, the company has not formed the same.
30. Details of Subsidiary/Joint Ventures/Associate Companies:
The company does not have any subsidiary companies or joint venture companies or associate
companies during the year under review. Also, there was no company which have become or
ceased to become the subsidiaries/joint ventures/associate company (ies) during the year.
31. Significant and Material Orders Passed by the Regulators or Courts or Tribunals:
During the financial year under review there were no significant and / or material orders, passed
by the Regulatory/ Statutory Authorities or the Courts, which would impact the going concern
status and its future operations.
32. Disclosure regarding issue of Employee Stock Options:
The Company has not issued shares under employee’s stock options scheme pursuant to
provisions of Section 62 read with Rule 12(9) of Companies (Share Capital and Debenture)
Rules, 2014.
33. Disclosure regarding issue of Sweat Equity Shares
The Company has not issued sweat equity shares pursuant to provisions of Section 54 read
with Rule 8 of Companies (Share Capital and Debenture) Rules, 2014 during the Financial
Year.
34. Management Discussion and Analysis:
Management Discussion and Analysis Report for the financial year under review as stipulated
under regulation 34 of the Listing Regulations is set out in a separate Section forming part of
this Report.
35. Corporate Governance:
The Corporate Governance Report for Financial Year 2023-24 as stipulated under the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to
as 'Listing Regulations') forms part of the Annual Report is not applicable to the Company
pursuant to Sub Regulation (2) Regulation 15 of SEBI (LODR) Regulation, 2015.
36. Board’s Response on Auditors Qualification, Reservation or Adverse Remark or
disclaimer Made:
There are no qualifications, reservations or adverse remarks made by the Statutory Auditors in
their report or by the Company Secretary in Practice in the Secretarial Audit Report.
37. Disclosures Under Sexual Harassment of Women at workplace (Prevention, Prohibition
& Redressal) Act, 2013:
The Company is committed to provide a safe & conducive work environment to its employees
and has formulated ‘Policy for Prevention of Sexual Harassment’ to prohibit, prevent or deter
any acts of sexual harassment at workplace and to provide the procedure for the redressal of
complaints pertaining to sexual harassment, thereby providing a safe and healthy work
environment. During the year under review, no case of sexual harassment was reported.
38. Details of significant and material orders passed by the Regulators or Courts or
Tribunals impacting the going concern status and company’s operations in future:
There are no significant and material orders passed by the Regulators/ Court who would impact
the going concern status of the Company and its future operations.
39. Internal Financial Controls
The Directors had laid down internal Financial controls to be followed by the Company and
such policies and procedures adopted by the Company for ensuring the orderly and efficient
conduct of its business, including adherence to Company’s policies, the safeguarding of its
assets, the prevention and detection of frauds and errors, the accuracy and completeness of the
accounting records and the timely preparation of reliable Financial information. The Audit
Committee evaluates the internal financial control system periodically
40. Compliance with Secretarial Standards on Board and General meeting
During the year under review, the Company has complied with the applicable Secretarial
Standards i.e. SS-1 and SS-2, relating to “Meetings of the Board of Directors” and “General
Meetings”, respectively, issued by The Institute of Company Secretaries of India.
41. Cost Auditor
The appointment of Cost Auditor for the Company is not applicable to the Company
42. Appreciations:
Your Company and its Directors wish to extend their sincerest thanks to the Members of the
Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff
and workers at all levels for their continuous co-operation and assistance.
By Order of the Board
Sd/-
(Manoj Chander Pandey)
Managing Director
DIN:05261183
Dated: 03/09/2024
Place: Mumbai
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