Your directors have pleasure in presenting their Fortieth Annual Report on the business
and operations of the Company together with the Audited Statement of Accounts of the
Company for the year ended on 31st March, 2025.
1. Financial Highlights:
The financial results are summarized below:
| |
Particulars
|
For the year ended
31st March 2025
|
For the year ended
31st March 2024
|
|
A
|
Total Revenue
|
|
|
|
B
|
Total Expenses
|
1,67,413
|
9,594
|
|
C
|
Profit/(Loss) Before Exceptional
Item and Tax
|
(1,67,413)
|
(9,594)
|
|
D
|
Exceptional Item
|
|
1,11,432
|
|
E
|
Tax expense
- Current Tax
- Deferred Tax
|
—
|
—
|
|
F
|
Profit/(Loss) after Tax
|
(1,67,413)
|
1,01,838
|
2. Financial Performance:
The Company did not earn any revenue during the current year. The Company incurred Net
Loss of Rs.1,67,413 hundreds as compared to Net Profit of Rs.1,01,838 hundreds earned
during the previous year. The Company is trying hard to grab the market opportunities and
make it into a profit-making Company. There was no change in the nature of the business
of the Company during the year.
3. Dividend & Reserves:
The Board of Directors of your Company has decided not to recommend any dividend on
the Equity Shares of the Company during the year under review and no amount of profit
earned during the year was transferred to General Reserve.
4. Management Discussion & Analysis:
There is no material change between the end of the financial year and the date of the
report which may affect the financial position of the Company. Management Discussion
& Analysis report is being given under Corporate Governance Report.
5. Listing with Stock Exchanges:
At present, the Equity shares of the Company are listed at BSE Ltd. Due to some suo motto
surveillance measures taken by BSE and due to non-payment of Annual Membership Fees,
the trading in the shares of the Company is suspended w.e.f. 27.08.2015.
6. Dematerialization of Shares:
99.90% of Company’s paid-up Equity Share Capital is in dematerialized form as on 31st
March, 2025 and the balance 0.10% is in physical form. The Company’s Registrar and
Transfer Agent is M/s. Purva Sharegistry (India) Private Limited having their registered
office at Unit No.9, Shiv Shakti Industrial Estate, Gr Floor, J R Boricha Marg, Lower
Parel, Mumbai - 400 011.
7. Internal Financial Controls:
As required under Section 134 (3)(q) of the Companies Act, 2013 read with Rule 8 (5) (viii)
of Companies (Accounts) Rules, 2014, the Company has adequate system of internal control
commensurate with its size, scale, nature and complexity of business to ensure that all assets
and investments are safeguard against loss from unauthorized use or disposition. These
systems provide reasonable assurance in respect of providing financial and operational
information, safeguarding the assets of the Company, adhering to the management
policies besides ensuring compliance.
8. Finance & Accounts:
The Company is required to prepare financial statements under Indian Accounting
Standards (Ind AS) prescribed under Section 133 of the Companies Act, 2013 read with
Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015.
The estimates and judgments relating to financial statements are made on prudent basis,
so as to reflect in a true and fair manner, the form and substance of transactions and
reasonably present the Company’s state of affairs and profit for the F.Y. 2024-25.
9. Subsidiaries, Joint Ventures and Associates Companies:
The Company does not have any Subsidiary/ Joint Ventures/ Associate Companies. Hence
the statement containing salient features of the financial statement of Subsidiaries/ Joint
Ventures/ Associate Companies pursuant to first proviso to sub-section (3) of Section 129
read with rule 5 of Companies (Accounts) Rules, 2014 under Form AOC-1 is not
applicable to the Company.
10. Statutory Auditors:
(a) Mr. Girish G. Patwardhan, vide their resignation letter dated 2nd September, 2025 have
resigned as the Statutory Auditor of the Company effective from 2nd September, 2025
which resulted into casual vacancy in the office of Statutory Auditor.
(b) The Board has recommended the appointment of M/s. P N S V & Co., Chartered
Accountants, (Firm Registration No. 129922W) as the Statutory Auditors of the
Company for a term of five years i.e. from the conclusion of this 40th Annual General
meeting till the conclusion of the 45th Annual General meeting to be held in the year
2030 for approval of the members.
(c) Your directors inform that the Auditors’ Report is unmodified i.e. it does not contain
any qualifications, reservations or adverse remark or disclaimer as presented by the
Statutory Auditors. All the details read together with the relevant notes to the accounts
and accounting policies are self-explanatory and do not call for further comments.
11. Secretarial Auditors:
(a) Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule
9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the Company had appointed M/s. Abhilasha Chaudhary & Associates,
Practicing Company Secretary, Mumbai, as the Secretarial Auditor of the Company.
(b) The Secretarial Audit Report for the financial year ended March 31, 2024 is annexed
as Annexure A. As regards remarks of the Secretarial Auditor, we submit as under:
(i) The management is of the view that the suspension of the Company's securities
on BSE Ltd., and company will appoint Company Secretary & Compliance
officer before Revocation of suspension.
(ii) The management is of the view that the securities of the Company are suspended
on BSE Ltd., and the trading in the securities of the company in not active on
stock exchange, the com will purchase and install software before revocation
suspension.
(iii) During the year, the Company was suspended and there were no Company
Secretary/ Compliance Officer in the Company.
(iv) During the year, the Company’s securities are suspended on BSE Ltd.
(v) The Company was looking for a suitable and capable candidate for appointment
as CFO of the company, due to non-availability of suitable candidate as per
Company’s policy it took extra time to appoint CFO
(c) As per Regulation 24A(1)(b) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Board recommends
the appointment of M/s. N. Bagaria & Associates (having Firm Unique Identification
No. P2007MH008300 and Peer Review Certificate No. 1020/2020), Practicing
Company Secretaries, Mumbai as the Secretarial Auditors of the Company to conduct
secretarial audit for a first term of 5 (five) consecutive years commencing from the
financial year 2025-26 till the financial year 2029-30 for the approval of the members
of the Company.
12. Internal Auditors:
The internal audit function provides an independent view to the Board of Directors, the
Audit Committee and the Senior Management on the quality and efficacy of the internal
controls, governance systems and processes.
13. Cost Auditors:
The provisions of Cost Audit as prescribed under Section 148 of the Companies Act, 2013
are not applicable to the Company.
14. Deposits:
The Company has not accepted any deposits within the meaning of Section 73 of the
Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.
15. Reporting of Fraud by Auditors:
During the year, the Statutory Auditors and Secretarial Auditor have not reported, any
incident of fraud committed in your Company by its Officers or Employees, to the Audit
Committee and / or to the Board under Section143(12) of the Companies Act, 2013.
16. Annual Return:
A copy of Annual Return as provided under Section 92(3) of the Companies Act, 2013
read with Rule 12 of the Companies (Management and Administration) Rules, 2014, in
the prescribed form, which will be filed with the Registrar of Companies.
17. Particulars Regarding Conservation of Energy, Technology Absorption:
Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies
(Accounts) Rules, 2014 requires disclosure of particulars regarding conservation of
Energy and Technology absorption. The Company is not having manufacturing facilities
of its own; therefore, information required under this clause is not applicable to the
Company.
18. Corporate Social Responsibility (CSR):
The Company does not fall under the prescribed class of companies’ u/s 135(2) of the
Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social
Responsibility) Rules, 2014. Hence CSR is not applicable to the Company.
19. Human Resources:
Your Company has always aspired to build a culture that demonstrates world-class
standards in safety, environment and sustainability. People are our most valuable asset
and we are committed to provide all our employees, a safe and healthy work environment.
Our culture exemplifies our core values and nurtures innovation, creativity and diversity.
We ensure alignment of business goals and individual goals to enable our employees to
grow on personal as well as professional front.
20. Unsecured Loan from Directors:
The Company has not received any loan (secured/ unsecured) from the Directors of the
company during the year.
21. Meetings of the Board of Directors:
The Board of Directors duly met 7 (seven) times during the year. The details of the same are
being given in the Corporate Governance Report. The intervening gap between the two
consecutive meetings was within the period as prescribed under the Companies Act, 2013.
22. Disqualification of Directors:
During the year, the Company has received Form DIR-8 from all Directors as required under
the provisions of Section 164(2) of the Companies Act, 2013 read with Companies
(Appointment and Qualification of Directors) Rules, 2014 that none of the Directors of your
Company is disqualified to hold office as director and debarred from holding the office of a
Director.
23. Foreign Exchange Earnings / Outgo:
The Company has neither incurred any expenditure nor earned any income in foreign
exchange.
24. Directors and Key Managerial Personnel:
(i) Appointment of Additional Directors:
The Board of Directors of the Company appointed Mr. Rahul Suresh Kumar Sharma
(holding DIN 10864650), Mr. Rahul Bankelal Gupta (holding DIN 10864866) and
Mrs. Monika Sunil Sharma (holding DIN 02816762) as Additional Directors on the
Board with effect from 6th January, 2025. Subsequently, the members of the
Company, at their 01/2024-25 Extra Ordinary General Meeting held on Thursday,
27th March, 2025, appointed Mr. Rahul Suresh Kumar Sharma (holding DIN
10864650), Mr. Rahul Bankelal Gupta (holding DIN 10864866) and Mrs. Monika
Sunil Sharma (holding DIN 02816762) as Directors of the Company.
(ii) Appointment of Additional Director:
The Board of Directors of the Company appointed Mr. Nilesh Modanwal (holding
DIN 10973398), as an Additional Director - Non- Executive Professional Director
on the Board with effect from 27th February, 2025. Subsequently, the members of
the Company, at their 01/2024-25 Extra Ordinary General Meeting held on
Thursday, 27th March, 2025, appointed Mr. Nilesh Modanwal (holding DIN
10973398), as a Director of the Company.
(iii) Appointment of Mr. Harish Kanta Srivastava (holding DIN 06874778) as a
Managing Director of the Company:
The members of the Company, at their 01/2024-25 Extra Ordinary General Meeting
held on Thursday, 27th March, 2025, appointed Mr. Harish Kanta Srivastava
(holding DIN 06874778) as the Managing Director of the Company for a period of
5 (five) years from 6th January, 2025 to 5th January, 2030, whose period of office
shall be liable to retire by rotation.
(iv) Appointment of Mr. Rahul Suresh Kumar Sharma (having PAN EIJPS5108E)
as the Chief Financial Officer (CFO):
The Board of Directors of the Company appointed Mr. Rahul Suresh Kumar Sharma
(having PAN EIJPS5108E) as the Chief Financial Officer (CFO) of the Company
with effect from the close of business hours of 6th January, 2025.
(v) Resignation of Directors:
Mrs. Sarala Girdhar Parmar (holding DIN 00655503), Mr. Sanjay Shantilal Trivedi
(holding DIN 09216074) and Mr. Bhavesh Shantilalji Trivedi (holding DIN
09216039), resigned from the Directorship of the Company with effect from the
close of business hours of 6th January, 2025.
(vi) Appointment of Directors retiring by rotation:
Mr. Rahul Suresh Kumar Sharma (holding DIN 10864650), Director of the
Company, will retire by rotation at the ensuing Annual General Meeting and being
eligible offers himself for reappointment.
(vii) Declaration by Independent Directors:
The Company has received declarations from Independent Director of the Company
confirming that meet the criteria of independence as prescribed under Section
149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
25. Vigil Mechanism:
Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014
read with Section 177(10) of the Companies Act, 2013 (“Act”) and Regulations 22 of the
Listing Regulations our Company has adopted a Vigil Mechanism Framework
(“Framework”), The objective of the Framework is to establish a redressal forum, which
addresses all concerns raised on questionable practices and through which the Directors
and employees can raise actual or suspected violations. The mechanism framed by our
Company is in compliance with requirement of the Act.
26. Particulars of Loans, Guarantees or Investments:
The particulars of loans, guarantees and investments covered under the provisions of
Section 186 of the Companies Act, 2013 are as set out in the notes to the accompanying
financial statements of your Company.
27. Nomination and Remuneration Policy:
The Nomination & Remuneration Committee of the Board of Directors has adopted a
policy which deals with the manner of selection and appointment of Directors, Senior
Management and their remuneration. The policy is in compliance with the provisions of
Section 178(3) of the Companies Act, 2013.
28. Related Party Transactions:
Contracts/arrangement/transactions entered by the Company during Financial Year 2023¬
2024 with related parties were in compliance with the applicable provisions of the Act
and SEBI Listing Regulations. All related party transactions entered during Financial
Year 2024-2025 were on arm’s length basis and no materially significant related party
transactions made by the Company with Promoters, Directors, Key Managerial Personnel
or other designated persons which may have a potential conflict with the interest of the
Company. None of the Directors have any pecuniary relationships or transactions vis-a¬
vis the Company. There were no transaction requiring disclosure under Section 134(3)(h)
of the Act. Hence, the prescribed Form AOC-2 does not form a part of this report.
29. Risk Management:
The Company has long been following the principle of risk minimization as its norm in
every industry. In accordance with Regulation 21 of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board
members were informed about risk assessment and minimization procedures after which
the Board formally adopted steps for framing, implementing and monitoring the risk
management plan for the Company. As a matter of policy, these risks are assessed and
appropriate steps are taken to mitigate the same.
30. Prevention of Sexual Harassment of Women at Workplace:
The Company has complied with the provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. No complaints have been received on Sexual
harassment for the financial year ending 31st March 2025. The Company is committed to
providing a safe and conducive work environment.
31. Significant and Material Orders Passed by the Regulators or Courts:
During Financial Year 2024-2025, there were no significant and material orders passed
by Regulators or Courts or Tribunal impacting the going concern status of the Company
and its future operations.
32. Material changes and commitments:
No material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year to which this financial statement relates
on the date of this report.
33. Board Evaluation:
The Nomination and Remuneration Policy of our Company empowers the Nomination
and Remuneration Committee to formulate a process for effective evaluation of the
performance of Individual Directors, Committees of the Board and the Board as a whole.
The Board of Directors formally assess their own performance based on parameters
which, inter-alia, include performance of the Board on deciding long term strategies,
rating the composition and mix of Board members, discharging of governance and
fiduciary duties, handling critical and dissenting suggestions, etc.
The parameters for performance evaluation of our Directors include contributions made
at the Board meeting, attendance, instances of sharing best and next practices, domain
knowledge, vision, strategy, engagement with senior management etc. The Chairperson
of the respective Committees based on feedback received from the Committee members
on the outcome of performance evaluation exercise of the Committee, share their report
to the Board of Directors.
34. Audit Committee:
The Audit Committee is comprised of three directors. The composition of the Audit
Committee is as follows:
|
No.
|
Name
|
Designation
|
Category
|
|
1.
|
Mr. Bhavesh Trivedi 1
|
Chairman 1
|
Non-Executive Professional
|
|
2.
|
Mrs. Sarala Parmar 1
|
Member 1
|
Non-Executive Independent
|
|
3.
|
Mr. Sanjay Trivedi 1
|
Member 1
|
Executive - Professional
|
|
4.
|
Mr. Rahul Bankelal Gupta 2
|
Chairman 2
|
Non-Executive Independent
|
|
5.
|
Mrs. Monika Sunil Sharma 2
|
Member 2
|
Non-Executive Independent
|
|
6.
|
Mr. Harish Srivastava 2
|
Member 2
|
Executive - Professional
|
1 Upto 06-01 -2025 2 From 06-01 -2025
All the recommendations made by the Audit Committee were accepted by the Board.
35. Nomination and Remuneration Committee:
The Nomination and Remuneration Committee is comprised of three directors. The
composition of the Remuneration Committee is as follows:
|
No.
|
Name
|
Designation
|
Category
|
|
1.
|
Mr. Sanjay Trivedi 1
|
Chairman 1
|
Executive Professional
|
|
2.
|
Mrs. Sarala Parmar 1
|
Member 1
|
Non-Executive Independent
|
|
3.
|
Mr. Bhavesh Trivedi 1
|
Member 1
|
Non-Executive Professional
|
|
4.
|
Mrs. Monika Sunil Sharma 2
|
Chairperson 2
|
Non-Executive Independent
|
|
5.
|
Mr. Rahul Bankelal Gupta 2
|
Member 2
|
Non-Executive Independent
|
|
6.
|
Mr. Harish Srivastava 2&3
|
Member 2&3
|
Executive - Professional
|
|
7.
|
Mr. Nilesh Modanwal 3
|
Member 3
|
Non- Executive - Professional
|
1 Upto 06-01 -2025 2 From 06-01 -2025
3 From 27-02-2025
All the recommendations made by the Nomination and Remuneration Committee were
accepted by the Board.
36. Corporate Governance:
Good corporate governance underpins the way we conduct business. Your Directors
reaffirm their continued commitment to the highest level of corporate governance
practices.
Your Company fully adheres to the standards set out by the SEBI for corporate
governance practices. Your Company is consistent in maintaining the exemplary
standards of corporate governance in the management of its affairs and ensuring its
activities reflect the culture we wish to nurture with our colleagues and other
stakeholders.
37. Secretarial Standards of ICSI:
During the year under review, the Company has complied with Secretarial Standards 1 and
2, issued by the Institute of Company Secretaries of India (ICSI) read with the MCA
circulars issued from time to time.
38. Ratio of Remuneration:
The information pursuant to the provisions of Section 197(12) of the Companies Act,
2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 in respect of employees of the Company and Directors is
furnished hereunder:
|
Name and Designation
|
Remuneration
for the
Financial Year
2024-25
|
% increase
/(decrease)
from previous
year
|
Ratio/Times
per median of
employee
remuneration
|
|
Harish Kanta Srivastava
(Managing Director)
|
1,230
|
49.09 %
|
1 time
|
The particulars of the employees as required under Rule 5(2) and rule 5(3) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not
applicable to the Company as none of the employees of the Company was in receipt of
remuneration as prescribed under the said Rules.
39. Share Capital:
A) Buy Back of Securities
The Company has not bought back any of its securities during the year.
B) Sweat Equity
The Company has not issued any Sweat Equity Shares during the year.
C) Bonus Shares
No Bonus Shares were issued during the year.
D) Employees Stock Option Plan
The Company has not provided any stock option plan during the year.
40. Directors Responsibility Statement:
According to the provisions of Section 134(3)(c) of the Companies Act, 2013, the
directors confirm that:
a) in the preparation of annual accounts for the financial year ended 31st March, 2025,
the applicable accounting standards read with requirements set out under Schedule
III to the Act, have been followed and there are no material departures from the same;
b) the accounting policies as selected are consistently applied and made judgements
and estimates that are reasonable and prudent manner so as to ensure true and fair
view of the state of affairs of the Company as at 31st March, 2025 and of the profit
of the Company for the year ended on that date;
c) adequate accounting records are maintained in accordance with the provisions of the
Act for safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities;
d) financial statements have been drawn up on a going concern basis;
e) the Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are operating
effectively; and
f) the Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
41. Cyber security governance:
Cyber security governance includes a board member overseeing the cybersecurity
strategy and the executive management team, accountable for managing cybersecurity.
The Senior Management track all the recent happenings related to cyber security risks on
ongoing and periodical basis and solves the related issues.
42. Prevention of Insider Trading:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view
to regulate trading in securities by the Directors and designated persons of the Company, as
per SEBI (Prohibition of Insider Trading) Regulations, 2015.
43. Transfer of Amounts to Investor Education and Protection Fund (IEPF):
Your Company has not declared any dividend during the last seven years and accordingly
there are no unpaid or unclaimed dividend for a period of seven years. Therefore, there were
no funds which were required to be transferred to Investor Education and Protection Fund
(IEPF).
44. Corporate Insolvency Resolution Process Initiated Under The Insolvency And
Bankruptcy Code, 2016 (IBC):
No application has been filed for corporate insolvency resolution process, by a financial or
operational creditor or by the Company under the IBC before the National Company Law
Tribunal.
45. Acknowledgment:
Your director would like to express earnest regard to all employees for their ardent
enthusiasm and interminable efforts directed towards lodging significant and effective
contributions to the Company. Our heartiest gratitude is further undertaken to be rendered
to all our stakeholders. We look forward for bestowal of your continued support and
solidarity in future as we diligently strive to deliver enhanced value for our stakeholders.
Registered Office: For and on behalf of the Board
Shop No. 7, Ground Floor,
A Wing, Navkar Building,
Yashwant Gaurav Complex,
Nalasopara (West),
Palghar - 401 203.
Harish Srivastava Rahul Sharma
DIN:06874778 DIN:10864650
Dated: 3rd September, 2025 Managing Director Director
| 