Your Directors are pleased to present SEVENTH (07th) Annual Report on the business and operations of the Company together with the Audited Statements of Accounts for the financial year ended on March 31, 2024.
1. FINANCIAL SUMMARY AND HIGHLIGHTS
The financial performance of the company for the financial year ended on March 31, 2024 is given below:
(Rs. in Lakhs)
Particulars
|
2023-2024
|
2022-2023
|
Revenue from Operations
|
711.49
|
522.70
|
Other Income
|
-
|
-
|
Total Revenue
|
711.49
|
522.70
|
Less Depreciation
|
13.50
|
7.36
|
Profit Before Tax
|
252.76
|
86.12
|
Less Current Income Tax
|
68.04
|
25.24
|
Less Previous year adjustment of
|
-
|
0.26
|
Income Tax
|
|
|
Less Deferred Tax
|
1.39
|
(0.63)
|
Net Profit after Tax
|
183.34
|
61.25
|
Earning per share (Basic)
|
1597.64
|
612.53
|
Earnings per Share(Diluted)
|
-
|
-
|
2. NATURE OF BUSINESS
The Company is involved in the Hospitality Business.
3. FINANCIAL PERFORMANCE
The Company has turnover of Rs. 711.49/- (Rs. In Lakhs) and the company has book Net Profit of Rs. 183.34/- (Rs. in Lakhs) for the year under review.
The Earnings Per Share of the financial year under review is 1597.64 whereas of the last financial year is 612.53.
4. DIVIDEND
Your Directors do not recommend payment of any dividend for the financial year under review, as the company has no earnings to distribute as dividend among the members.
5. RESERVES
Profits of the year Rs. 183,34/- (Rs in Lakhs) under review has been transferred into reserves. Futhermore, Securities Premium rasied on account of Issue of Right shares of Rs. 598 /- (Rs in Lakhs) also shall be part of Reserves.
6. SHARE CAPITAL
The company has increased its authorized share capital to Rs. 13,50,00,000 (Rupees Thirteen Crores Fifty Lakhs only) from Rs. 100,000 (Rupees One Lakh only) in extra-ordinary general meeting held on January 20, 2024.
Furthermore, the Right issue of 20,000 shares of face value Rs. 10/- each at a price of Rs. 3000/- each including premium of Rs. 2990/- per share in board meeting held on March 05, 2024.
7. CHANGE IN NAME
The company changed its name from VALENCIA INDIA PRIVATE LIMITED to VALENCIA INDIA LIMITED by virtue of conversion of private limited company to public limited company in the Extra-ordinary general meeting of the company held on Wednesday, 01st May, 2023.
8. DETAILS OF DIRECTORS/ KEY MANAGERIAL PERSONS APPOINTED/ RESIGNED
Mr. Keyur Jitendra Patel was appointed as Executive Director in the extra-ordinary general meeting held on 20th January, 2024. Thereafter, he was appointed as Managing Director of the Company in the Extra-ordinary General Meeting held on 30th April, 2024.
9. DETAILS OF HOLDING/SUBSIDIARY/ASSOCIATE COMPANIES/ JOINT VENTURES
The Company does not have any Holding/Subsidiary/Associate Company/Joint Ventures.
10. DEPOSITS
The Company has neither invited/ accepted nor renewed any deposits within the meaning of Chapter V other than the exempted deposit as prescribed under the provision of the Companies Act, 2013 and the rules framed there under, as amended from time to time. Hence there are no particulars to report about the deposit falling under Rule 8 (5) (v) and (vi) of Companies (Accounts) Rules, 2014.
11. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS
During the year under review there were no significant and material orders passed by any Regulators or Court or Tribunals which may have impact on the going concern status or on the Company's operation in future.
12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 regarding conservation of energy and technology absorption is Nil.
Further, during the period under review, following were earning and expenditure in Foreign Currency:
Details
|
2023-2024
|
2022-2023
|
Earning in Foreign Currency
|
-
|
-
|
Expenditure in Foreign Currency
|
-
|
-
|
13. PARTICULARS OF EMPLOYEES
There are no employees drawing the remuneration in excess of ceiling prescribed under the Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Section 134 of the Companies Act, 2013 as amended from time to time. Hence no information is required to be appended to this report in this regard.
14. STATUTORY AUDITORS
M/s. LAKHANI ISMAILI TUNDIYA & ASSOCIATES, Chartered Accountants (FRN: 119573W) were Statutory Auditors of the Company for a period of five (5) years i.e. from F.Y. 2018-19 to F.Y. 2022-23 resigned w.e.f 20th Jaunuary, 2024.
M/S DOSHI DOSHI & CO. CHARTERED ACCOUNTANTS (FRN 153683W), are
appointed as statutory auditors of the company from F.Y. 2023-24 to F.Y. 2027-28 in the extra-ordinary general meeting held on 20th January, 2024.
There are no Qualification/reservations by the Statutory Auditor's in their report for the financial year 2023-2024.
15. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31, 2024 the Board hereby submit its Responsibility Statement:-
(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, wherever applicable;
(b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis; and
(e) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
16. MATERIAL CHANGES AND COMMITMENTS IF ANY AFTER BALANCE SHEET DATE
No material changes and commitments affecting the financial position of the Company occurred during the year under review.
17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company has not provided any loans or made any investments or provided any guarantees and securities for the year under review under section 185 and 186 of the Companies Act, 2013.
18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All Transactions/Contracts/Arrangements entered into by the Company with Related Party (ies) as provided under the provisions of Section 2 (76) of the Companies Act, 2013, during the Financial Year under review were in ordinary course of business and on an Arm's Length Basis.
Further, none of these Contracts/Arrangements/Transactions with Related Parties could be considered material in nature as per the thresholds given in Rule 15(3) of the Companies (Meetings of Board and its Powers) Rules, 2014 and hence no disclosure is required to be given in this regard.
The details are disclosed in Form AOC-2 which is annexed as "Annexure-I", which forms part of this Report.
19. NUMBER OF BOARD MEETINGS
Six Board Meetings were held during the Financial Year ended March 31, 2024, in respect of which meetings proper notice were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. The maximum gap between any two Board Meetings was less than one Hundred and Twenty days.
The names of Directors of the Board, their attendance at the Board Meetings are as under:
SRN
|
Date of Board Meeting
|
Directors Present
|
1 1
|
15.05.2023
|
PRAKASH DEEPAKBHAI MAHIDA DHAVALKUMAR KAUSHIKKUMAR CHOKSHI
|
2
|
31.08.2023
|
PRAKASH DEEPAKBHAI MAHIDA DHAVALKUMAR KAUSHIKKUMAR CHOKSHI
|
3
|
26.12.2023
|
PRAKASH DEEPAKBHAI MAHIDA DHAVALKUMAR KAUSHIKKUMAR CHOKSHI
|
4
|
21.02.2024
|
PRAKASH DEEPAKBHAI MAHIDA DHAVALKUMAR KAUSHIKKUMAR CHOKSHI
|
5
|
05.03.2024
|
PRAKASH DEEPAKBHAI MAHIDA DHAVALKUMAR KAUSHIKKUMAR CHOKSHI
|
6
|
15.03.2024
|
PRAKASH DEEPAKBHAI MAHIDA DHAVALKUMAR KAUSHIKKUMAR CHOKSHI
|
20. COMPANY'S POLICY ON DIRECTORS' APPOINTMENT REMUNERATION, DETERMINING QUALIFICATIONS ETC.
Disclosures requirement on Company policy on directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under section 178(1) and section 178(3) of Companies Act, 2013 is not applicable to the Company.
21. CORPORATE SOCIAL RESPONSIBILITY
Corporate Social Responsibility under section 135(1) of Companies Act, 2013 is not applicable, as the company does not have Networth of Rs. 500 crores or Turnover of Rs. 1000 crores or Net Profit of Rs. 5 crores during the period which is under review and hence the company is not required to comply with the provision of section 134(3)(o) of the Companies Act, 2013.
22. RISK MANAGEMENT POLICY
Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. The major risks have been identified by the Company and its mitigation process/measures have been formulated in the areas such as business, project execution, event, financial, human, environment and statutory compliance.
23. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company does not have any women employees and therefore there arise no need of adopting a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 201 3 and the Rules made thereunder.
However the Directors assured that once any women appointed on the Board of the Company or otherwise, the needful will be done.
24. COMPLIANCE WITH THE SECRETARIAL STANDARDS
The Company has complied with all the provisions of Secretarial Standards on Board Meetings and General Meetings issued by The Institute of Company Secretaries of India.
25. APPRECIATION
Your Directors would like to express their sincere appreciation for the co¬ operation and assistance received from all those who have extended their valuable sustained support and encouragement during the year under review.
Your Directors look forward for the continued support and confidence of every stakeholder in the future.
f tlTe Order of the Boaird
VALENCIA
wc_Js§ MZjrJ
_jhsa&rfS^ATEL KAUSHIKKUMARxSBHShL
Date: 16-07-2024 MANAGING DIRECTOR Director
Place: Ahmedabad DIN: 00252431 DIN: 01697664
|