The directors have pleasure in submitting their 2nd Board Report of the Company together with the Audited Financial Statements for the year ending 31st March 2023.
1. Financial performance
The Company has been incorporated to receive the demerged undertaking of Jasch Industries Ltd, pursuant a Scheme of Demerger, which is still awaiting approval by the Hon’ble National Company Law Tribunal. The current liabilities represent the advances taken by the Company from its holding Company i.e. Jasch Industries Ltd, of Rs. 5,44,980, Audit fee of Rs. 30,000 and other expenses of Rs. 19,000.
2. Dividend & Transfer to reserves
The Company is yet to commence its business activities. No dividend was declared by the Board for the year under review. The Company has not transferred any amount to reserves.
3. Review of Business operations and future prospects
Upon approval of the Scheme of Demerger by the Hon’ble National Company Law Tribunal, the Company will receive the demerged undertaking of Automation Division of Jasch Industries Ltd, its holding Company and will start its business operations as a separate legal entity. The proposed effective date of demerger is 01st April 2021 (i.e. with retrospective effect).
4. Annual Return
The Annual Return of the Company will be available at the website of the Company after it is filed with the Ministry of Corporate Affairs (ROC)
5. Material Changes between the end of financial year and the date of the Board Report
There have been no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of this report.
6. Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future
During the year under review there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operation in future.
7. Subsidiary/Joint Venture/Associate Companies and their performance
The Company does not have any Subsidiary/Joint Venture and Associates of the Company. The Company itself is a wholly owned subsidiary of Jasch Industries Ltd.
8. Statutory Auditor & Audit Report
M/s Mittal & Mittal Associates, Chartered Accountants, having firm registration no.
014511N are statutory auditors of the Company. They were appointed for a term of five years commencing from first AGM till the conclusion of sixth AGM of the Company.
9. Change in the nature of business
There was no change in the nature of the business of the Company.
10. Details of Directors or Key Managerial Personnel appointed or re-appointed
Pursuant to the Articles of Association of the Company, Shri Jai Kishan Garg, Shri Ramnik Garg and Shri Manish Garg assumed office as the first directors of the Company upon incorporation of the Company. Shri Manish Garg, Director, retires by rotation and being eligible, has sought re-appointment as Director. His brief profile is as under:
Shri Manish Garg is retiring at this Meeting by rotation of directors and being eligible, seeks re-appointment as a director liable to retire by rotation of directors. Aged 50 years, he is a Post-Graduate in Electronics from the Indian Institute of Technology, Mumbai. His field of specialization is development of plant automation equipment and general management. He is an Executive Director of Jasch Industries Ltd.
Shri Om Prakash Garg, aged 75 years, is a Mechanical Engineer and post-graduate diploma holder in Computer Management. He has a work experience of over 44 years, which includes 11 years as Manager (Project Finance) in Industrial Development Bank of India and 21 years as Executive Director on the Board of Jasch Industries Ltd. His field of specialisation is banking, finance, purchase and export-import. He is an Independent Director of Jasch Industries Ltd.
Shri Bhagwan Gupta, aged 68 years, is a Commerce Graduate. He has an experience of 48 years in general management, accounts, and marketing. He is also Director of Paramount Intercontinental Pvt Ltd and an Independent Director of Jasch Industries Ltd.
Ms. Neetu, aged 44 years, post-graduate in Economics and Chief Executive & Director of Sri Balaji Woven Labels Pvt Ltd. She has over 15 years' experience in the field of finance, purchase, marketing, working capital management, designing, production and HR. She is also an Independent Director of Jasch Industries Ltd
11. Deposits
The Company has not invited/accepted any deposits from the public during the year ended 31st March 2023.
12. Conservation of Energy
The Company has not started any business activity, therefore provisions related to conservation of energy, technology absorption, foreign exchange earnings and outgo do not apply. Similarly, there was no foreign exchange inflow or outflow during the year under review.
13. Corporate Social Responsibility
The Company does not fall under the purview of Section 135(1) of the Companies Act 2013, hence it is not required to constitute a Corporate Social Responsibility Committee and also not required to formulate policy on corporate social responsibility.
14. Number of meetings of the Board
During the year 2022-2023, the Board of Directors met 5 times viz. on 01-04-2022,15-07-2022, 11-10-2022, 10-01-2023 and 10-03-2023.
15. Directors Responsibility Statement
In accordance with the provisions of Section 134(3)(C) of the Companies Act, 2013 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;
(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. Declaration by Independent Directors
The Company was not required to appoint Independent Directors under Section 149 of the Companies Act 2013. Hence no declaration has been obtained.
17. Particulars of loans, guarantees or investments under Section 186
During the year under review, the Company has not advanced any loans / given guarantees / made investments.
18. Company’s policy on directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under section 178(3)
The Company was not required to constitute a Nomination & Remuneration Committee and hence the Company has not devised any policy related to appointment of directors, payment of managerial remuneration, directors qualifications, positive attributes, independence of directors and other related matters as provided under section 178(3) of the Companies Act 2013.
19. Risk Management
The Company has yet not framed any Risk Management Policy as no business activity has been taken up by the Company till now.
20. Internal Financial Control & its adequacy
The Company has not commenced any business activity till now, hence the requirement with respect to internal financial control did not necessitated.
21. Particulars of employees
There are no employees in the Company therefor no remuneration has been paid. Hence, remuneration limits as stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable.
22. Cost Records
The Company is not required to maintain the cost records as specified in Section 148 of the Companies Act 2013.
23. Audit Committee, Vigil Mechanism & Others
The provisions of Section 177 of the Companies Act 2013 are not applicable to the Company. Since the Company neither has any employees nor any workplace, the provisions relating to the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 are not applicable to the Company.
24. Particulars of contracts or arrangements with related parties
There were no contracts or arrangements made with related parties as defined under Section 188 of the Companies Act 2013 during the year under review.
25. Buy Back or Issue of Specified Shares/Options
The Company has not bought back any of its securities or issued any sweat equity shares or issue bonus shares or provided any stock option scheme.
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