Mar 31, 2025
The Directors present the 64th Annual Report together with the Audited Statement of Accounts for the financial year ended March 31, 2025.
Your Company''s performance for the financial year ending 31st March 2025 is stated below: .
|
PARTICULARS |
FOR THE CURRENT YEAR ENDED |
FOR THE PREVIOUS YEAR ENDED |
|
Income for the year 2024 |
1005.88 |
0.29 |
|
Expenditure for the year. |
1019.04 |
129.59 |
|
Profit / (Loss) before Depreciation/adjustment |
(9.69) |
(121.20) |
|
Tax Expenses |
- |
- |
|
Net Profit/(Loss) for the year |
7.21 |
(121.20) |
Your Directors'' do not propose to transfer any amounts to the general reserves of the Company, as the Company did not earn enough profit
during the year 2024-25.
Your Directors have not recommended any dividend for the financial year under review.
During the financial year, the Company has issued and allotted 1,10,50,000 (One Crore Ten Lakhs Fifty Thousand) Equity Shares of Rs. 10/-
(Rupees Ten only) each at an issue price of Rs. 16/- (Rupees Sixteen Only) per share, to the respective allottees who have exercised their option
of conversion of warrants into Equity Shares.
Further, post 31st March, 2025, the Company had Issued and allotted 53,17,529 (Fifty three Lakhs seventeen thousand five hundred twenty nine
Only) Equity Shares of Rs. 10/- (Rupees Ten only) each at an issue price of Rs. 98/- (Rupees Ninety Eight Only) per share, on preferential basis.
The issued, subscribed and paid-up equity share capital as on the date of the Notice to the Annual General Meeting is Rs. 40,49,31,540 divided
into 4,04,93,154 equity shares of Rs. 10/- each.
The equity shares of the Company are listed on Bombay Stock Exchange (BSE).
During the year under review, your Company neither accepted any deposits nor there were any amounts outstanding at the beginning of the
year which were classified as ''Deposits'' in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit)
Rules, 2014 and hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Companies
Act, 2013 is not applicable.
Details of Loans, Guarantee and Investments have been disclosed in the notes to financial statements.
During the year under review, your Company has acquired balance 29% stake in NAE Mobility Private Ltd having its Registered Office situated
at 27 K M, Mysore Road, Sheshagirhalli, Bangalore, Karnataka, India, 562109 engaged in the business of Manufacturing of Electric Vehicles
thereby making it a 100% Wholly Owned Subsidiary. As per the provisions of Section 129(3) of the Act, a statement containing salient features
of the financial statements of the Company''s subsidiary in Form AOC-1 is attached to the financial statements of the Company as
Annexure - A.
Management Discussion and Analysis of the financial conditions, future outlook and results of the operations of the Company for the year
under the review, as stipulated under Regulation 34 (2) (e) of SEBI (LODR) Regulations, 2015 is given under separate section of this Annual
Report.
In accordance with the provisions of Section 134(3)(a) of the Companies Act, 2013 the Annual Return referred in sub-section (3) of Section 92
will be placed on the website of the Company https://www.azadindiamobility.com/.
Your Company follows the highest standards of Corporate Governance best practices. It adheres to and has implemented the requirements set
out by SEBI''s Corporate Governance norms. A separate section on Corporate Governance forms a part of the Directors'' Report. A certificate
confirming the compliance of the conditions of Corporate Governance as stipulated in Listing Regulations from Janki Brahmbhatt, Practicing
Company Secretaries, is forming part of the Annual Report.
The composition of Board of Directors as on March 31. 2025 is as follows:-
|
Sr. No. |
FOR THE CURRENT YEAR ENDED |
FOR THE PREVIOUS YEAR ENDED |
|
1. |
Bupinder Singh Chadha |
Managing Director |
|
2. |
Charnjit Singh Chadha |
Executive Director |
|
3. |
Sheetal Nagda |
Independent Director |
|
4. |
Nitin Atmaram Sarfare |
Independent Director |
|
5. |
Ramesh Chandra Pareek |
Independent Director |
|
6. |
Ulhas Deosthale |
CFO |
|
7. |
Vedant Bhatt |
Company Secretary |
The Company has received declarations from Independent Director under Section 149(6) of the Companies Act, 2013 confirming that they meet
the criteria of independence as prescribed under Section 149 (6) of the Companies Act, 2013.
The Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the data bank of
Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the
Companies (Appointment & Qualification of Directors) Rules, 2014 as per the Ministry of Corporate Affairs Notification dated October 22, 2019.
In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Charnjit Singh
Chadha, Director of the Company retires by rotation and being eligible offers them for reappointment at the ensuing Annual General Meeting.
Pursuant to Regulation 36(3) of SEBI (LODR) Regulations, 2015, brief resume of Mr. Charnjit Singh Chadha, nature of their expertise in specific
functional area and names of Companies in which he is a Director and Member/Chairperson of Committees of Board, are provided in the Notice
forming part of the Annual Report.
Further, based on the confirmations received, none of the Directors are disqualified for appointment under Section 164 of the Companies Act,
2013.
During the financial year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the
Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board /
Committees of the Company.
Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
performance evaluation of the Board was carried out by the Nomination & Remuneration Committee in accordance with the Board
Performance Evaluation Policy of the Company through a structured evaluation process covering various aspects of the Boards functioning
such as diversity in composition of the Board & Committees, its roles & responsibilities, experience & competencies, performance of specific
/ general duties & obligations, etc.
The Independent Directors were evaluated on additional criteria of independence and applicability of independent views and judgment in the
decision-making process of all matters considered important.
a) STATUTORY AUDITORS
The Company has appointed M/s. R Bhargava & Associates, Chartered Accountants (Firm Registration No. 0127887N), as the Statutory Auditor
of the Company for a period of 5 consecutive years at the 60th Annual General Meeting held on 30th September 2021 until the conclusion of
65th Annual General Meeting. The Company has received written consent and certificate of eligibility from the Statutory Auditors of the
Company under Section 139(1) of the Act and rules framed thereunder.
b) AUDITORS'' REPORT
The statutory auditors'' report for the financial year 2024-25 does not contain any qualifications, reservations or adverse remarks. The auditors''
report is attached to the financial statements. There are no frauds reported by the auditors of the Company under sub-section 12 of section
143 of the Companies Act, 2013 during the financial year under review. Provisions of Section 148 of the Companies Act, 2013 regarding mainte¬
nance of cost records and audit thereof are not applicable to your Company.
c) SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
Your Board appointed M/s Janki & Associates, Practicing Company Secretaries, to conduct a secretarial audit of the Company for the financial
year ended 31st March 2025.
The Report M/s. Janki & Associates, Practicing Company Secretary is provided in the Annexure B forming part of this Report, pursuant to
Section 204 of the Companies Act, 2013.
As regards the Secretarial Audit report the comments are as under:
d) INTERNAL AUDITOR
Based on the recommendations of Audit Committee, the Board has approved the appointment of M/s Pratik Satyuga & Company, Chartered
Accountant (Firm Registration No.: 148858W) as the Internal Auditor of the Company, with effect from 05 September, 2024 for the financial
year 2024-2025, in place of Ms. Gunjan Gangwal, Chartered Accountant.
Internal Audit is carried out on a quarterly basis, and the report is placed in the Meetings of the Audit Committee and the Board for their
consideration and direction. Their scope of work is as decided by the Audit Committee and the Board of Directors.
The Board is responsible for establishing and maintaining adequate internal financial control as per Section 134 of the Act. Your Company''s
internal control systems and processes commensurate with scale of operations of the Business. Periodical reviews are carried out by the
Internal Auditors and are subject to assessment and trial to provide reasonable assurance as to reliable information & compliance. The Board
enquired from both the Statutory and Internal Auditors, whether they have reviewed the prevailing internal control systems in the Company and
whether they were satisfied that the internal controls were adequate and complied with. Both of them stated that the prevailing internal
control systems were adequate and were functioning satisfactorily for the year under review was apprised by the Audit Committee and noted
by Board.
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is been annexed to this report as ''Annexure C''.
None of the employees of the Company are being paid remuneration exceeding the prescribed limit under the said provisions and rules.
Particulars required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, regarding
conservation of energy, technology absorption, foreign exchange earnings and outgo, are given in ''Annexure D'' forming part of this report
The meetings of the Board of Directors are scheduled well in advance and generally held at the registered office of the Company. The Board
meets at least once a quarter to review the quarterly results and other items of the Agenda.
During the financial year ended on March 31, 2025, Thirteen (13) Board Meetings were held. The dates on which the Board Meetings were held
are as follows:
19.04.2024, 20.04.2024, 06.05.2024, 09.05.2024, 14.08.2024, 05.09.2024, 30.09.2024, 13.11.2024, 20.01.2025, 13.02.2025, 03.03.2025,
11.03.2025, 28.03.2025.
The members of the Audit Committee are financially sound and literate. During the financial year ended on March 31, 2025, Six (5) Audit Commit¬
tee Meetings were held. The dates on which the Audit Committee Meetings were held are as follows: 06.05.2024, 14.08.2024, 13.11.2024,
13.02.2025 and 28.03.2025.
During the financial year ended on March 31, 2025, One (1) Nomination and Remuneration Committee Meeting was held on 06.05.2024.
Provisions of Section 135 of the Companies Act, 2013, read with applicable Rules, not applicable to the Company during the year under review.
The Company has formulated a policy in respect of Sexual Harassment of women at workplace as per the provisions of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. There was no complaint received by the Company during the financial
year 2024-25 under the aforesaid Act.
Pursuant to the provisions of Section 178 of the Act read with the Rules made thereunder, the Company has in place, a Policy on "Criteria for
appointment of Directors, Key Managerial Personnel, Senior Management Employees and their remuneration.â There has been no change in the
aforesaid policy during the year under review. The Policy is available on the website of the Company and can be accessed at Nomination and
Remuneration Policyâ) (https://www.azadindiamobility.com/).
Internal financial control system and timely review of external, operational and other risks enables the Board of your company towards identifi¬
cation and mitigation of the risks. The Company''s approach to mitigate business risks is through periodic review and reporting mechanism to
the Audit Committee and the Board and thereby maximizing returns and minimizing risks.
The Company has established a Vigil Mechanism Policy for the employees to report their genuine concerns or grievances. The Audit Commit¬
tee of the Company oversees the Vigil Mechanism. However, no instances of fraud or other irregularities have been observed, which need to be
reported to the Board/Audit Committee. The Policy is available on the website of the Company (https://www.azadindiamobility.com/).
A declaration signed by the Managing Director affirming compliance with the Company''s Code of Conduct by the Directors and Senior Manage¬
ment Personnel, for the financial year 2024-25 as required under Schedule V of the SEBI LODR Regulations forms part of this Annual Report
During the year under review, your Company has acquired balance 29% stake in NAE Mobility Private Ltd having its Registered Office situated
at 27 K M, Mysore Road, Sheshagirhalli, Bangalore, Karnataka, India, 562109 engaged in the business of Manufacturing of Electric Vehicles
thereby making it a 100% Wholly Owned Subsidiary.
There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of your Company and
its future operations.
The contracts or arrangements made with related parties as defined under section 188 of the Companies Act, 2013 are detailed in the Financial
Statement. The details of the same in given in AOC 2 annexed to the Board Report forming part of Annexure A.
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the
following statement in terms of Section 134 (3) (c) of the Companies Act, 2013:
a) In the preparation of the annual accounts, the applicable accounting standards have been followed and there have are no material
departures;
b) They have 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 as at 31st March, 2025 and of the profit or loss of the Company
for that period;
c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) They have prepared the annual accounts on a going concern basis;
e) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were
operating effectively;
"Internal financial controlâ means the 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.
f) They have devised proper systems to ensure compliance with the provision of all applicable laws and that such systems are adequate and
operating effectively.
During the year under review and as at 31st March, 2025, no application was made or any proceedings were pending under the Insolvency and
Bankruptcy Code, 2016.
The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such
systems are adequate and operating effectively.
Your Directors acknowledges the efforts of its employees, at all levels, for their continued hardwork, dedication and commitment towards the
growth of the Company. The Directors also places on record continued support of its investors, clients, vendors, bankers and financial
institutions during the year under review and look forward for the same in the years to come. The Company also expresses its sincere gratitude
to the Stock Exchanges, Regulatory Authorities and all the government agencies for the continued support extended during the year 2024-25.
By Order of the Board of Directors
For Azad India Mobility Ltd
sd/-
Bupinder Singh Chadha
Managing Director
DIN: 00151568
Place: Mumbai
Date: 07.08.2025
Mar 31, 2024
The Directors present the 63rd Annual Report together with the Audited Statement of Accounts for the financial year ended March 31, 2024.
Your Company''s performance for the financial year ending 31st March 2024 is stated below:
|
Particulars |
For the Current year ended 31st March, 2024 |
For the previous year ended 31st March,2023 |
|
Income for the year |
0.29 |
1.6 |
|
Expenditure for the year. |
129.59 |
10.36 |
|
Profit / (Loss) before Depreciation/adjustment |
-121.2 |
-9.06 |
|
Tax Expenses |
- |
- |
|
Net Profit/(Loss) for the year |
-121.2 |
-9.06 |
The Company has altered its Object Clause in the Extra-Ordinary General Meeting of the Company held on 16th December, 2023 thereby changing its main object to Manufacture of Electric Buses and coaches during the Financial Year 2023-24.
Your Directors'' do not propose to transfer any amounts to the general reserves of the Company, as the Company did not earn enough profit during the year 2023-24.
Your Directors have not recommended any dividend for the financial year under review.
During the financial year 2023-24, the Authorized Share Capital of the Company was increased from Rs. 1,25,00,000/- (Rupees One Crore Twenty-Five Lakhs only) divided into 12,50,000 (Twelve Lakhs Fifty Thousand) Equity Shares of Rs. 10/- (Rupees Ten) each to Rs. 83,00,00,000/- (Rupees Eighty-Three Crores only) divided into 8,30,00,000 (Eight Crore Thirty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten only) each.
During the financial year, the Company has issued and allotted 2,31,25,625 (Two Crores Thirty-One Lakhs Twenty-Five Thousand Six Hundred Twenty-Five Thousand) Equity Shares of Rs. 10/- (Rupees Ten only) each at an issue price of Rs. 16/- (Rupees Sixteen Only) per share, on preferential basis and 1,75,00,000 (One Crore, Seventy-five Lakhs) fully convertible warrants ("Warrants/ Convertible Warrantsâ) of Rs. 16/-(Rupees Sixteen) each at an issue price of Rs. 16/- (Rupees Sixteen Only) per warrant, on preferential basis.
Further, post 31st March, 2024, the Company had Issued and allotted 50,00,000 (Fifty Lakhs Only) Equity Shares of Rs. 10/- (Rupees Ten only) each at an issue price of Rs. 16/- (Rupees Sixteen Only) per share, on preferential basis and 25,00,000 (Twenty-Five Lakhs) fully convertible warrants ("Warrants/ Convertible Warrantsâ) on a preferential basis at a price of Rs. 16/- (Rupees Sixteen only) per warrant.
The issued, subscribed and paid-up equity share capital as on March 31, 2024 was Rs. 24,12,56,250 divided into 2,41,25,625 equity shares of Rs.10/- each and presently it is Rs. 29,12,56,250 divided into 2,91,25,625 equity shares of Rs. 10/- each.
The equity shares of the Company are listed on Bombay Stock Exchange (BSE).
During the year under review, your Company neither accepted any deposits nor there were any amounts outstanding at the beginning of the year which were classified as ''Deposits'' in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Companies Act, 2013 is not applicable.
8. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
Details of Loans, Guarantee and Investments have been disclosed in the notes to financial statements.
9. SUBSIDIARY & ASSOCIATES COMPANY
During the year under review, your Company did not have any subsidiary, associate and joint venture Company.
10. ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has an adequate system of internal controls to ensure that all the assets of the Company are safeguarded and are productive. Necessary checks and balances are in place to ensure that transactions are adequately authorized and reported correctly. During the year under review, no material or serious observation has been received from the Statutory Auditors of the Company on the inefficiency or inadequacy of such controls.
11. MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis of the financial conditions, future outlook and results of the operations of the Company for the year under the review, as stipulated under Regulation 34(2)(e) of SEBI (LODR) Regulations, 2015 is given under separate section of this Annual Report.
In accordance with the provisions of Section 134(3)(a) of the Companies Act, 2013 the Annual Return referred in sub-section (3) of Section 92 will be placed on the website of the Company https://www.azadindiamobility.com/.
Your Company follows the highest standards of Corporate Governance best practices. It adheres to and has implemented the requirements set out by SEBI''s Corporate Governance norms. A separate section on Corporate Governance forms a part of the Directors'' Report. A certificate confirming the compliance of the conditions of Corporate Governance as stipulated in Listing Regulations from Janki Brahmbhatt, Practicing Company Secretaries, is forming part of the Annual Report.
14. DIRECTORS & KEY MANAGERIAL PERSONNEL DIRECTORS
During the year 2023-24, and till the date of this Report, the following events occurred:
|
Sr. No. |
Name of the Directors/KMPs |
Designation |
Particulars |
|
1 |
Pranali Desale |
Company Secretary & CFO |
Resigned from the post of Company Secretary |
|
2 |
Vedant Bhatt |
Company Secretary |
Appointment |
|
3 |
Minoo Deora |
Director |
Resignation |
|
4 |
Pranali Desale |
CFO |
Resignation |
|
5 |
Sheetal Nagda |
Independent Director |
Appointment |
|
6 |
Bhupinder Singh Chadha |
Managing Director |
Appointment |
|
7 |
Charnjit Singh Chadha |
Executive Director |
Appointment |
|
8 |
Nitin Atmaram Sarfare |
Independent Director |
Appointment |
|
9 |
Ramesh Chandra Pareek |
Independent Director |
Appointment |
|
10 |
Avinash Alok Jajodia |
Executive Director |
Resignation |
|
11 |
Siddhartha Kumar Doshi |
Director |
Resignation |
|
12 |
Vipul Amul Desai |
Director |
Resignation |
The Company has received declarations from Independent Director under Section 149(6) of the Companies Act, 2013 confirming that they meet the criteria of independence as prescribed under Section 149 (6) of the Companies Act, 2013. Further the Company has regularized all the newly appointed directors in the Extra-Ordinary General Meeting of the Company held on 14th May, 2024.
The Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014 as per the Ministry of Corporate Affairs Notification dated October 22, 2019.
In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Bupinder Singh Chadha, Director of the Company retires by rotation and being eligible offers them for reappointment at the ensuing Annual General Meeting.
Pursuant to Regulation 36(3) of SEBI (LODR) Regulations, 2015, brief resume of Mr. Bupinder Singh Chadha, nature of their expertise in specific functional area and names of Companies in which he is a Director and Member/Chairperson of Committees of Board, are provided in the Notice forming part of the Annual Report.
Further, based on the confirmations received, none of the Directors are disqualified for appointment under Section 164 of the Companies Act, 2013.
15. REMUNERATION TO NON-EXECUTIVE DIRECTORS:
During the financial year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committees of the Company.
16. PERFORMANCE EVALUATION OF THE BOARD
Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the performance evaluation of the Board was carried out by the Nomination & Remuneration Committee in accordance with the Board Performance Evaluation Policy of the Company through a structured evaluation process covering various aspects of the Boards functioning such as diversity in composition of the Board & Committees, its roles & responsibilities, experience & competencies, performance of specific/ general duties & obligations, etc.
The Independent Directors were evaluated on additional criteria of independence and applicability of independent views and judgment in the decision-making process of all matters considered important.
17. AUDITORSa) STATUTORY AUDITORS
The Company has appointed M/s. R Bhargava & Associates, Chartered Accountants (Firm Registration No. 0127887N), were appointed as the Statutory Auditor of the Company for a period of 5 consecutive years at the 60th Annual General Meeting held on 30th September 2021 until the conclusion of 65th Annual General Meeting. The Company has received written consent and certificate of eligibility from the Statutory Auditors of the Company under Section 139(1) of the Act and rules framed thereunder.
The statutory auditors'' report for the financial year 2023-24 does not contain any qualifications, reservations or adverse remarks. The auditors'' report is attached to the financial statements. There are no frauds reported by the auditors of the Company under sub-section 12 of section 143 of the Companies Act, 2013 during the financial year under review. Provisions of Section 148 of the Companies Act, 2013 regarding maintenance of cost records and audit thereof are not applicable to your Company.
c) SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
Your Board appointed M/s Janki & Associates, Practicing Company Secretaries, to conduct a secretarial audit of the Company for the financial year ended 31stMarch 2024.
The Report M/s. Janki & Associates, Practicing Company Secretary is provided in the Annexure A forming part of this Report, pursuant to Section 204 of the Companies Act, 2013.
As regards the Secretarial Audit report the comments are as under:
Pursuant to provisions of Section 138 read with rules made thereunder, Ms. Gunjan Gangwal, Chartered Accountant, Membership No: 414764 was appointed as an Internal Auditors of the Company for the financial year 2023-24 to check the internal controls and functioning of the activities and recommend ways of improvement.
Internal Audit is carried out on a quarterly basis, and the report is placed in the Meetings of the Audit Committee and the Board for their consideration and direction. Their scope of work is as decided by the Audit Committee and the Board of Directors.
18. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Board is responsible for establishing and maintaining adequate internal financial control as per Section 134 of the Act. Your Company''s internal control systems and processes commensurate with scale of operations of the Business. Periodical reviews are carried out by the Internal Auditors and are subject to assessment and trial to provide reasonable assurance as to reliable information & compliance. The Board enquired from both the Statutory and Internal Auditors, whether they have reviewed the prevailing internal control systems in the Company and whether they were satisfied that the internal controls were adequate and complied with. Both of them stated that the prevailing internal control systems were adequate and were functioning satisfactorily for the year under review was apprised by the Audit Committee and noted by Board.
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is been annexed to this report as ''Annexure B''.
None of the employees of the Company are being paid remuneration exceeding the prescribed limit under the said provisions and rules.
20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on technology absorption and foreign exchange earnings and outgo as required pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is as below:
The matters relating to the above are not applicable to the Company. The Company''s operations involve low energy consumption. Wherever possible, energy conservation measures are being implemented.
The Company has no specific Research and Development programme.
FOREIGN EXCHANGE EARNINGS/OUTGOINGS
The provisions of Section 134(m) of the Companies Act, 2013 do not apply to our Company. There was no foreign exchange inflow or Outflow during the year under review.
21. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
The meetings of the Board of Directors are scheduled well in advance and generally held at the registered office of the Company. The Board meets at least once a quarter to review the quarterly results and other items of the Agenda.
During the financial year ended on March 31, 2024, Seven (7) Board Meetings were held. The dates on which the Board Meetings were held are as follows:
30.05.2023, 12.08.2023, 07.11.2023, 22.11.2023, 20.01.2024, 14.02.2024, and 28.02.2024.
22. NUMBER OF AUDIT COMMITTEE MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
The members of the Audit Committee are financially sound and literate. During the financial year ended on March 31, 2024, Six (6) Audit Committee Meetings were held. The dates on which the Audit Committee Meetings were held are as follows: 30.05.2023, 12.08.2023,
07.11.2023, 22.11.2023, 14.02.2024 and 28.02.2024.
23. NUMBER OF NOMINATION OF REMUNERATION COMMITTEE MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
During the financial year ended on March 31, 2024, Two (2) Nomination and Remuneration Committee Meetings were held. The dates on which the Committee Meetings were held are as follows: 22.11.2023, and14.02.2024.
24. CORPORATE SOCIAL RESPONSIBILITY
Provisions of Section 135 of the Companies Act, 2013, read with applicable Rules, not applicable to the Company during the year under review.
25. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds that were required to be transferred to Investor Education and Protection Fund (IEPF).
26. DISCLOSURE REGARDING INTERNAL COMPLAINTS COMMITTEE
Your company is not required to constitute Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as there are less than 10 employees in the company.
27. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION AND OTHER DETAILS
Pursuant to the provisions of Section 178 of the Act read with the Rules made thereunder, the Company has in place, a Policy on "Criteria for appointment of Directors, Key Managerial Personnel, Senior Management Employees and their remuneration.â There has been no change in the aforesaid policy during the year under review. The Policy is available on the website of the Company and can be accessed at Nomination and Remuneration Policyâ) (https://www.azadindiamobility.com/).
Internal financial control system and timely review of external, operational and other risks enables the Board of your company towards identification and mitigation of the risks. The Company''s approach to mitigate business risks is through periodic review and reporting mechanism to the Audit Committee and the Board and thereby maximizing returns and minimizing risks.
The Company has established a Vigil Mechanism Policy for the employees to report their genuine concerns or grievances. The Audit Committee of the Company oversees the Vigil Mechanism. However, no instances of fraud or other irregularities have been observed, which need to be reported to the Board/Audit Committee. The Policy is available on the website of the Company (https://www.azadindiamobility.com/).
30. COMPLINACE WITH CODE OF CONDUCT:
A declaration signed by the Managing Director affirming compliance with the Company''s Code of Conduct by the Directors and Senior Management Personnel, for the financial year 2023-24 as required under Schedule V of the SEBI LODR Regulations forms part of this Annual Report
31. MATERIAL CHANGES, IF ANY, AFFECTING THE COMPANY:
During the year under review, the Company made preferential issue of Equity shares and Convertible Warrants thereby increasing the size of the Issued Capital of the Company and infusing fresh capital. Also the Company altered its Main Object to include the activity of manufacturing of Electric Buses and Coaches and the Promoters of the Company had entered into Share Purchase Agreement dated 22.11.2023 wherein the Promoter M/s Aurum Parks Private Limited and Mr. Bupinder Singh Chadha and Mr. Charnjit Singh Chadha who will be the new promoters of the Company. Both of them were allotted Equity Warrants in the Company and have made open offer to acquire 50.65% Equity Shares of the Company as per the SEBI Takeover Guidelines and completed the same successfully.
The details of the new Promoter Mr. Bupinder Singh Chadha and Mr. Charnjit Singh Chadha along with Person Acting in Concert Mr. Abhijit Shah is available in the Letter of Offer available on the Company''s website.
32. SIGNIFICANT & MATERIAL ORDERS PASSED BY REGULATORS/COURTS, IF ANY
There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of your Company and its future operations.
33. RELATED PARTY TRANSACTIONS
The contracts or arrangements made with related parties as defined under section 188 of the Companies Act, 2013 are detailed in the Financial Statement. For the year, no Related Party Transactions have occurred. Hence AOC 2 is not applicable.
34. DIRECTORS'' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)fc) of the Companies Act, 2013:
a) In the preparation of the annual accounts, the applicable accounting standards have been followed and there have are no material departures;
b) They have 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 as at 31st March, 2024 and of the profit or loss of the Company for that period;
c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) They have prepared the annual accounts on a going concern basis;
e) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;
"Internal financial controlâ means the 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.
f) They have devised proper systems to ensure compliance with the provision of all applicable laws and that such systems are adequate and operating effectively.
35. DISCLOSURE IN RESPECT OF STATUS OF APPLICATION OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE
During the year under review and as at 31st March, 2024, no application was made or any proceedings were pending under the Insolvency and Bankruptcy Code, 2016.
36. DISCLOSURE AS PER SECRETERIAL STANDARDS
The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.
Your Directors acknowledges the efforts of its employees, at all levels, for their continued hardwork, dedication and commitment towards the growth of the Company. The Directors also places on record continued support of its investors, clients, vendors, bankers and financial institutions during the year under review and look forward for the same in the years to come. The Company also expresses its sincere gratitude to the Stock Exchanges, Regulatory Authorities and all the government agencies for the continued support extended during the year 2023-24.
Mar 31, 2023
The Directors present the 62nd Annual Report together with the Audited Statement of Accounts for the financial year ended March 31, 2023.
Your Company''s performance for the financial year ending 31st March 2023 is stated below:
|
(Rs. In Lakhs) |
||
|
Particulars |
For the Current year ended 31st March, 2023 |
For the previous year ended 31st March,2022 |
|
Income for the year |
1.60 |
2.10 |
|
Expenditure for the year excluding Depreciation and Amortization Exp. |
10.36 |
20.42 |
|
Profit / (Loss) before Depreciation/adjustment |
(8.76) |
(18.32) |
|
Exceptional & Prior Period Items |
0.30 |
|
|
Less: Depreciation/prior period adjustment |
- |
- |
|
Tax Expenses |
- |
- |
|
Net Profit/(Loss) for the year |
(9.06) |
(18.32) |
There has been no change in the business of the Company during the financial year ended 31st March, 2023.
The Company has not transferred any amount to the General Reserve.
Your Directors have not recommended any dividend for the financial year under review.
During the financial year 2022-23, the Authorized Share Capital of the Company remains unchanged. During the financial year, the Company has not issued any shares or equity shares with differential rights as to dividend, voting or otherwise, sweat equity shares or any equity shares under Employee Stock Option Scheme or other securities during the year under review.
The issued, subscribed and paid-up equity share capital as on March 31, 2023 was 1,00,00,000 divided into 10,00,000 equity shares of 10/- each.
The equity shares of the Company are listed on Bombay Stock Exchange (BSE).
During the year under review, your Company achieved a total income of 1.60 Lakhs as compared to Rs. 2.10 Lakhs in the previous financial year.
The Company incurred a loss after tax of Rs. 9.06 Lakhs for the year compared to the loss after tax of Rs. 18.32 Lakhs for the previous year.
Management is evaluating various propositions to improve the financial situation and is hopeful of arriving at some conclusion soon.
During the year under review, your Company neither accepted any deposits nor there were any amounts outstanding at the beginning of the year which were classified as âDeposits'' in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Companies Act, 2013 is not applicable.
8. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
Details of Loans, Guarantee and Investments have been disclosed in the notes to financial statements.
9. SUBSIDIARY & ASSOCIATES COMPANY
During the year under review, your Company did not have any subsidiary, associate and joint venture Company.
10. ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has an adequate system of internal controls to ensure that all the assets of the Company are safeguarded and are productive. Necessary checks and balances are in place to ensure that transactions are adequately authorized and reported correctly. During the year under review, no material or serious observation has been received from the Statutory Auditors of the Company on the inefficiency or inadequacy of such controls.
11. MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis of the financial conditions, future outlook and results of the operations of the Company for the year under the review, as stipulated under Regulation 34(2)(e) of SEBI (LODR) Regulations, 2015 is given under separate section of this Annual Report.
In accordance with the provisions of Section 134(3)(a) of the Companies Act, 2013 the Annual Return referred in sub-section (3) of Section 92 will be placed on the website of the Company https://www.indianbrightsteel.com/
As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate Governance provisions shall not apply to listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty-five crore, as on the last day of the previous financial year. Therefore, the provisions of Corporate Governance as specified in Regulations 17, 17[A], 18, 19, 20, 21, 22, 23, 24,24[A], 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI (LODR) Regulation, 2015 are not applicable to the Company for the financial year ended March 31, 2023.
However, your Company has complied with the relevant provision of the Companies Act, 2013 and the rules thereunder with regards to formation of committees.
14. DIRECTORS & KEY MANAGERIAL PERSONNEL DIRECTORS
Mr. Vipul Desai and Mr. Siddhartha Kumar Doshi was appointed as Additional (NonExecutive & Independent) Director with effect from 22nd November 2022 and 06th December 2022 respectively at the Board meeting held on the same day. The Company has received declarations from Mr. Vipul Desai and Mr. Siddhartha Kumar Doshi under Section 149(6) of the Companies Act, 2013 confirming that they meet the criteria of independence as prescribed under Section 149 (6) of the Companies Act, 2013. Your Directors recommend regularisation of Mr. Vipul Desai and Mr. Siddhartha Kumar Doshi by the Members at the ensuing AGM.
The Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014 as per the Ministry of Corporate Affairs Notification dated October 22, 2019.
In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Avinash Jajodia, Director of the Company retires by rotation and being eligible offers them for reappointment at the ensuing Annual General Meeting.
Pursuant to Regulation 36(3) of SEBI (LODR) Regulations, 2015, brief resume of Mr. Avinash Jajodia, nature of their expertise in specific functional area and names of Companies in which he is a Director and Member/Chairperson of Committees of Board, are provided in the Notice forming part of the Annual Report.
Further, based on the confirmations received, none of the Directors are disqualified for appointment under Section 164 of the Companies Act, 2013.
Appointment and Resignation of Key Managerial Personnel
Ms. Pranali Desale was appointed as Company Secretary, Compliance Officer and Chief Financial Officer of the Company w.e.f. November 14, 2022.
Mr. Ashish Pipara, Chief Financial Officer of the company resigned from the closure of working hours on April 09, 2022
Mrs. Sonia Hitesh Jain, Company Secretary of the Company resigned from the closure of working hours of May 30, 2022.
Mr. Ashish Deora, Chief Executive Officer of the company resigned from the closure of working hours of May 30, 2023.
15. REMUNERATION TO NON-EXECUTIVE DIRECTORS:
During the financial year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committees of the Company.
16. PERFORMANCE EVALUATION OF THE BOARD
Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the performance evaluation of the Board was carried out by the Nomination & Remuneration Committee in accordance with the Board Performance Evaluation Policy of the Company through a structured evaluation process covering various aspects of the Boards functioning such as diversity in composition of the Board & Committees, its
roles & responsibilities, experience & competencies, performance of specific/ general duties & obligations, etc.
The Independent Directors were evaluated on additional criteria of independence and applicability of independent views and judgment in the decision-making process of all matters considered important.
17. AUDITORSa) STATUTORY AUDITORS
M/s. R Bhargava & Associates, Chartered Accountants (Firm Registration No. 0127887N), were appointed as the Statutory Auditor of the Company for a period of 5 consecutive years at the 60th Annual General Meeting held on 30th September 2021 until the conclusion of 65th Annual General Meeting. The Company has received written consent and certificate of eligibility from the Statutory Auditors of the Company under Section 139(1) of the Act and rules framed thereunder.
The statutory auditors'' report for the financial year 2022-23 does not contain any qualifications, reservations or adverse remarks. The auditors'' report is attached to the financial statements. There are no frauds reported by the auditors of the Company under sub-section 12 of section 143 of the Companies Act, 2013 during the financial year under review. Provisions of Section 148 of the Companies Act, 2013 regarding maintenance of cost records and audit thereof are not applicable to your Company.
c) SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
Your Board appointed M/s Ragini Chokshi & Co, Practicing Company Secretaries, to conduct a secretarial audit of the Company for the financial year ended 31st March 2023.
The Report M/s. Ragini Chokshi & Co, Practicing Company Secretary is provided in the Annexure A forming part of this Report, pursuant to Section 204 of the Companies Act, 2013.
As regards the Secretarial Audit report the comments are as under:.
⢠The Company has complied with respect to the composition of Audit Committee and Nomination & Remuneration Committee and Stakeholder Relationship Committee except from April 01, 2022 to December 05, 2022.
Reply - During the period April 01, 2022 to December 05, 2022, the company was in the process of appointment of directors. The Company has complied with the composition of Audit Committee and Nomination & Remuneration Committee and Stakeholder Relationship Committee from December 06, 2022.
⢠The Company has complied with the provisions of Section 149(4) of the Companies Act, 2013 for having the requisite number of Independent Directors on its Board except from April 01, 2022 to December 05, 2022.
Reply - During the period April 01,2022 to December 05,2022, the company was in the process of appointment of Independent directors. The Company has complied with the provisions of Section 149(4) of the Companies Act, 2013 for having the requisite number of Independent Directors on its Board from December 06, 2022.
⢠The Company did not comply with the requirement of Quorum in the meetings of Audit Committee, Nomination & Remuneration Committee & Stakeholder Relationship Committee as required under Section 177 and 178 of the Companies Act, 2013 upto December 2022
Reply - During the period April 01, 2022 to December 05, 2022, the company was in the process of appointment of directors due to which the company did not comply with the requirement of Quorum in the meetings of Audit Committee, Nomination & Remuneration Committee & Stakeholder Relationship Committee as required under Section 177 and 178 of the Companies Act, 2013. The Company has complied with the composition of Audit Committee and Nomination & Remuneration Committee and Stakeholder Relationship Committee from December 06, 2022.
⢠The Company did not comply with the requirement of Regulations 29 (2) of SEBI(LODR), 2015 for prior intimation to stock exchange for the Financial results approved in Board meetings dated 14/11/2022.
Reply - The Company has made a delay of one day in complying with the requirement of Regulations 29 (2) of SEBI(LODR), 2015 for prior intimation to the Stock exchange for the Financial results approved in Board meetings dated 14/11/2022. The Company ensures that the Board will be more vigilant for delayed compliances.
⢠The Company has made a delay for intimation of disclosure of encumbered shares to Stock exchange as required under Regulations 31(4) of SEBI (SAST), 2011.
Reply: The Company ensures that the Board will be more vigilant for delayed compliances.
Pursuant to provisions of Section 138 read with rules made thereunder, Ms. Gunjan Gangwal, Chartered Accountant, Membership No: 414764 was appointed as an Internal Auditors of the Company for the financial year 2022-23 to check the internal controls and functioning of the activities and recommend ways of improvement.
Internal Audit is carried out on a quarterly basis, and the report is placed in the Meetings of the Audit Committee and the Board for their consideration and direction. Their scope of work is as decided by the Audit Committee and the Board of Directors.
18. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Board is responsible for establishing and maintaining adequate internal financial control as per Section 134 of the Act. Your Company''s internal control systems and processes commensurate with scale of operations of the Business. Periodical reviews are carried out by the Internal Auditors and are subject to assessment and trial to provide reasonable assurance as to reliable information & compliance. The Board enquired from both the Statutory and Internal Auditors, whether they have reviewed the prevailing internal control systems in the Company and whether they were satisfied that the internal controls were adequate and complied with. Both of them stated that the prevailing internal control systems were adequate and were functioning satisfactorily for the year under review was apprised by the Audit Committee and noted by Board.
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is been annexed to this report as âAnnexure B''.
None of the employees of the Company are being paid remuneration exceeding the prescribed limit under the said provisions and rules.
20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on technology absorption and foreign exchange earnings and outgo as required pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is as below:
The matters relating to the above are not applicable to the Company.
The Company''s operations involve low energy consumption. Wherever possible, energy conservation measures are being implemented.
The Company has no specific Research and Development programme.
FOREIGN EXCHANGE EARNINGS/OUTGOINGS
The provisions of Section 134(m) of the Companies Act, 2013 do not apply to our Company. There was no foreign exchange inflow or Outflow during the year under review.
21. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
The meetings of the Board of Directors are scheduled well in advance and generally held at the registered office of the Company. The Board meets at least once a quarter to review the quarterly results and other items of the Agenda.
During the financial year ended on March 31, 2023, Six (6) Board Meetings were held.
The dates on which the Board Meetings were held are as follows:
30.05.2022, 11.08.2022, 14.11.2022, 22.11.2022, 06.12.2022 and 14.02.2023.
22. NUMBER OF AUDIT COMMITTEE MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
The members of the Audit Committee are financially sound and literate. During the financial year ended on March 31, 2023, Four (4) Audit Committee Meetings were held. The dates on which the Audit Committee Meetings were held are as follows:
30.05.2022, 11.08.2022, 14.11.2022 and 14.02.2023.
23. NUMBER OF NOMINATION OF REMUNERATION COMMITTEE MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
During the financial year ended on March 31, 2023, Four (4) Nomination and Remuneration Committee Meetings were held. The dates on which the Audit Committee Meetings were held are as follows: 14.11.2022, 22.11.2022, 06.12.2022 and 14.02.2023.
24. CORPORATE SOCIAL RESPONSIBILITY
Provisions of Section 135 of the Companies Act, 2013, read with applicable Rules, not applicable to the Company during the year under review.
25. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds that were required to be transferred to Investor Education and Protection Fund (IEPF).
26. DISCLOSURE REGARDING INTERNAL COMPLAINTS COMMITTEE
Your company is not required to constitute Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as there are less than 10 employees in the company.
27. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION AND OTHER DETAILS
Pursuant to the provisions of Section 178 of the Act read with the Rules made thereunder, the Company has in place, a Policy on âCriteria for appointment of Directors, Key Managerial Personnel, Senior Management Employees and their remuneration.â There has been no change in the aforesaid policy during the year under review. The Policy is available on the website of the Company and can be accessed at âNomination and Remuneration Policyâ
(https://www.indianbrightsteel.com/)
Internal financial control system and timely review of external, operational and other risks enables the Board of your company towards identification and mitigation of the risks. The Company''s approach to mitigate business risks is through periodic review and reporting mechanism to the Audit Committee and the Board and thereby maximizing returns and minimizing risks.
The Company has established a Vigil Mechanism Policy for the employees to report their genuine concerns or grievances. The Audit Committee of the Company oversees the Vigil Mechanism. However, no instances of fraud or other irregularities have been observed, which need to be reported to the Board/Audit Committee. The Policy is available on the website of the Company (https://www.indianbrightsteel.com/).
30. MATERIAL CHANGES, IF ANY, AFFECTING THE COMPANY:
There have been no material changes and commitments, which affect the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.
31. SIGNIFICANT & MATERIAL ORDERS PASSED BY REGULATORS/COURTS, IF ANY
There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of your Company and its future operations.
32. RELATED PARTY TRANSACTIONS
The contracts or arrangements made with related parties as defined under section 188 of the Companies Act, 2013 are detailed in the Financial Statement. For the year, no Related Party Transactions have occurred. Hence AOC 2 is not applicable.
33. DIRECTORS'' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(c) of the Companies Act, 2013:
a) In the preparation of the annual accounts, the applicable accounting standards have been followed and there have are no material departures;
b) They have 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 as at 31st March, 2023 and of the profit or loss of the Company for that period;
c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) They have prepared the annual accounts on a going concern basis;
e) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;
âInternal financial controlâ means the 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.
f) They have devised proper systems to ensure compliance with the provision of all applicable laws and that such systems are adequate and operating effectively.
34. DISCLOSURE IN RESPECT OF STATUS OF APPLICATION OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE
During the year under review and as at 31st March, 2023, no application was made or any proceedings were pending under the Insolvency and Bankruptcy Code, 2016.
35. DISCLOSURE RELATING TO DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM BANK OR FINANCIAL INSTITUIONS ALONG WITH THE REASONS TEHROF
During the year under review, no such one-time settlement weremade in respect of any loan taken by the Company from Banks / Financial Institutions.
36. DISCLOSURE AS PER SECRETERIAL STANDARDS
The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.
Your Directors acknowledges the efforts of its employees, at all levels, for their continued hardwork, dedication and commitment towards the growth of the Company. The Directors also places on record continued support of its investors, clients, vendors, bankers and financial institutions during the year under review and look forward for the same in the years to come. The Company also expresses its sincere gratitude to the Stock Exchanges, Regulatory Authorities and all the government agencies for the continued support extended during the year 2022-23.
Mar 31, 2014
To, the Members,
The Directors have pleasure in presenting the 53rd Annual Report
together with the Audited Accounts of the Company for the year ended
March 31, 2014.
1. FINANCIAL RESULTS
Your Company''s performance for the financial year ending 31st March
2014 is stated below:
For the Current For the previous
year ended on year ended on
31st March 2014 31st March 2013
rs rs
Profit / (Loss) before
Depreciation/adjustment 47,186 5,92,801
Less: Depreciation/prior period
adjustment 00 12,62,375.00
Less: Short prov. for IT for
earlier years w/off 0.00 00
Less: Net current tax expense 17652 50000.00
Net Profit/(Loss) for the year 80,283 (7,19,574.00)
Add: Losses brought down from
earlier year (65,47,908) (58,28,334.00)
Balance Losses carried to
Balance Sheet (64,67,625) (65,47,908.00)
2. WORKING
All efforts are being made by the management to revive the company''s
business activities.
3. DIVIDEND
Your directors do not recommend any dividend in view of the accumulated
loss.
4. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 217 (2AA) of the Companies Act, 1956 after due
enquiry and on the basis of the information from operating management
and relying upon the report of the Auditors, regarding compliance with
Accounting Standards, the Directors confirm:
i) that in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
ii) that the directors have 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 or loss of the company for that period;
iii) that 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) that the directors have prepared the annual accounts on a going
concern basis.
5. DIRECTORS:
During the period under review there was no change in the directorship.
None of the directors are disqualified from being appointed or from
holding office as Directors, as stipulated under section 274 of the
Companies Act, 1956.
6. AUDITORS:
M/s Desai Associates, Chartered Accountants, Mumbai, the Statutory
Auditors of the Company, will retire at the ensuing Annual General
Meeting of the Company and being eligible offers themselves for
re-appointment.
The Board recommends their re-appointment as Statutory Auditors of the
Company subject to the approval of the members to hold the office from
the ensuing Annual General Meeting until the conclusion of the next
Annual General Meeting of the Company at such remuneration as may be
agreed to between the Board of Directors and the Auditors of the
Company.
The Company has received a certificate from the proposed auditor to the
effect that their appointment, if made, would be within the prescribed
limits under section 224 (1B) of the Companies Act, 1956.
7. PARTICULARS OF ENERGY CONSUMPTION, RESEARCH AND DEVELOPMENT AND
FOREIGN EXCHANGE EARNINGS AND OUTGOINGS:
As required under 217(1)(e) of the Companies Act, 1956 read with
Companies (Disclosure of particulars in the Report of the Board of
Directors) Rules, 1988 the relevant information is given below;
CONSERVATION OF ENERGY
The matters relating to the above are not applicable to the Company.
The Company''s operations involve low energy consumption. Wherever
possible, energy conservation measures are being implemented.
RESEARCH AND DEVELOPMENT
The Company has no specific Research and Development programme.
FOREIGN EXCHANGE EARNINGS/OUTGOINGS
During the year the Company has not undertaken any foreign exchange
transaction.
8. PARTICULARS OF EMPLOYEES:
During the year under review the Company had no employee whose
particulars are required to be mentioned pursuant to the provisions of
Section 217(2A) of the Companies Act, 1956 read with the rules there
under.
9. LISTING AGREEMENT COMPLIANCE:
The Company''s securities are listed at The Bombay Stock Exchange,
Mumbai. The outstanding listing fee payable to the stock exchange for
the year ended 31st March, 2014 is Nil.
10. APPRECIATION:
Your Directors would like to place on record their sincere thanks for
the co-operation and support received from various agencies of the
Government as also from the Company''s Bankers, Shareholders, other
business associates and the Company officials.
For & On behalf of the Board
Manubhai Parekh
Director
Ashish Deora
Director
Place: Mumbai
Date: 30th April, 2014
Mar 31, 2012
The Directors have pleasure in presenting the 51st Annual Report
together with the Audited Accounts of the Company for the year ended
March 31,2012.
1. FINANCIAL RESULTS
Your Company's performance for the financial year ending 31st March
2012 is stated below:
For the Current For the previous
year ended on year ended on
31st March 31st March
2012 [Rs] 2011 [Rs]
Profit / (Loss) before
Depreciation/adjustment (1,69,247) (5,79,089)
Less: Depreciation/prior period
adjustment 0.00 0.00
Less: Short prov. For IT for
earlier years w/off 0.00 0.00
Net Profit/(Loss) for the year (1,69,247) (5,79,089)
Add: Losses brought down from
earlier year (59,97,581) (54,18,492)
Balance Losses carried to Balance
Sheet (58,28,334) (59,97,581)
2. WORKING
Al efforts are being made by the management to revive the company's
business activities.
3. DIVIDEND
Your directors do not recommend any dividend in view of the accumulated
loss.
4. DIRECTORS
During the period under review there was no change in the directorship.
None of the directors are disqualified from being appointed or from
holding office as Directors, as stipulated under section 274 of the
Companies Act, 1956.
5. COMPANY SECRETARY
Mr. Subrat Shuma who was appointed as Company Secretary of the Company
with effect from T* June, 2011 had resigned and his resignation was
accepted with effect from 31a March, 2012.
Ms. Abhiasha Dubey has been appointed as Company Secretary of the
Company with effect from 2nd May, 2012.
6. PARTICULARS OF EMPLOYEES
During the year under review the Company had no employee whose
particulars are required to be mentioned pursuant to the provisions of
Section 217(2A) of the Companies Act, 1956 read with the rules there
under.
7. AUDITORS
M/s Desai Associates, Chartered Accountants, Mumbai, the Statutory
Auditors of the Company, will retire at the ensuing Annual General
Meeting of the Company and being eligible offers themselves for
re-appointment.
The Board recommends their re-appointment as Statutory Auditors of the
Company subject to the approval of the members to hold the office from
the ensuing Annual General Meeting until the conclusion of the next
Annual General Meeting of the Company at such remuneration as may be
agreed to between the Board of Directors and the Auditors of the
Company.
The Company has received a certificate from the proposed auditor to the
effect that their appointment, if made, would be within the prescribed
limits under section 224 (1B) of the Companies Act, 1956.
8. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956 after due
enquiry and on the basis of the information from the operating
management and relying upon the report of the Auditors, regarding
compliance with Accounting Standards, the Directors confirm that;
a. in the preparation of the annual accounts, the applicable
accounting standards have been followed along with appropriate
explanation relating to material departures.
b. the accounting policies have been consistently applied and are
reasonable and prudent judgments and estimates have been made 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 of the company for that
year.
c. proper and sufficient care has been 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 have been prepared on a going concern basis
9. PARTICULARS OF ENERGY CONSUMPTION, RESEARCH AND DEVELOPMENT AND
FOREIGN EXCHANGE AND OUTGOINGS
As required under 217(1)(e) of the Companies Act, 1956 read with
Companies (Disclosure of particulars in the Report of the Board of
Directors) Rules, 1988 the relevant information is given below;
CONSERVATION OF ENERGY
The Company's operations involve low energy consumption. Wherever
possible, energy conservation measures are being implemented.
RESEARCH AND DEVELOPMENT
The Company has no specific Research and Development Programme.
FOREIGN EXCHANGE EARINGS/OUTGOINGS.
During the year the Company has not undertaken any foreign exchange
transaction.
10. LISTING AGREEMENT COMPLIANCE
The Company's securities are listed at The Bombay Stock Exchange,
Mumbai. The outstanding listing fee payable to the stock exchange for
the year ended 31M March, 2012 is Nil.
11. DEMATRIALISATION
The Company's shares are dematrialised both with NSDL and CDSL (ISIN:
INE566M01017. Those members who hold the shares in physical form are
requested to dematerialize their shares.
12. ACKNOWLEGEMENT
Your Directors would like to place on record their sincere thanks for
the co-operation and support received from various agencies of the.
Government as also from the Company's Bankers, Shareholders, other
business associates and the Company officials.
For & On behalf of the Board
Manubhai Kalidas Parekh
Chairman
Avinash Jajodia
Director
Place: Mumbai
Date: 23th May, 2012
Mar 31, 2011
To, the Members,
The Directors have pleasure in presenting the 50th Annual Report
together with the Audited Accounts of the Company for the year ended
March 31, 2011.
1. FINANCIAL RESULTS
Your Company's performance for the financial year ending 31 st March
2011 is stated below:
For the Current For the previous
year ended on year ended on
31st March 2011 31st March 2011
Profit / (Loss) before
Depreciation/adjustment (5,79,089) 3,19,654)
Less: Depreciation/prior
period adjustment 0.00 0.00
Less: Short prov. For IT
for earlier years w/off 0.00 0.00
Net Profit/(Loss) for the year (5,79,089) (3,19,654)
Add: Losses brought down from
earlier year (54,18,492) (50,98,838)
Balance Losses carried to Balance (59,97,581) (54,18,492)
Sheet
2. WORKING
All efforts were made by the management to revive the company's
business activities. But due to paucity of funds no progress was made.
3. PARTICULARS OF EMPLOYEES
During the year under review the Company had no employee whose
particulars are required to be mentioned pursuant to the provisions of
Section 217(2A) of the Companies Act, 1956 read with the rules there
under.
4. AUDITORS
The Company has received resignation letter dated 30th April, 2011 from
the Statutory Auditors M/s A. J.Mehta & Associates. The Board will
consider the matter of resignation at its next meeting.
5. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956 after due
enquiry and on the basis of the information from the operating
management and relying upon the report of the Auditors, regarding
compliance with Accounting Standards, the Directors confirm that;
a. in the preparation of the annual accounts, the applicable
accounting standards had been followed along with appropriate
explanation relating to material departures.
b. the accounting policies have been consistently applied and are
reasonable and prudent judgments and estimates have been made 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 of the company for that
year.
c. proper and sufficient care has been 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 have been prepared on a going concern basis
6. PARTICULARS OF ENERGY CONSUMPTION, FOREIGN EXCHANGE AND OUTGOINGS
As required under 217(1)(e) of the Companies Act, 1956 read with
Companies (Disclosure of particulars in the Report of the Board of
Directors) Rules, 1988 the relevant information is given below;
CONSERVATION OF ENERGY
The Company's operations involve low energy consumption. Wherever
possible, energy conservation measures are being implemented.
RESEARCH AND DEVELOPMENT
The Company has no specific Research and Development Programme.
FOREIGN EXCHANGE EARINGS/OUTGOINGS.
During the year the Company has not undertaken any foreign exchange
transaction.
7. LISTING AGREEMENT COMPLIANCE
The Company's securities have been re-listed with effect from 7th
December, 2010 at Bombay Stock Exchange, Mumbai. The outstanding
listing fee payable to the stock exchange for the year ended 31a March,
2011 is Nil.
8. COMPLIANCE CERTIFICATE
In accordance with requirement of Section 383A of the Companies Act,
1956, Certificate from a Practising Company Secretary, is enclosed
certifying that all secretarial compliance in respect of the Company
for the year ended March 31, 2011 have been complied with and marked as
Annexure - 'A'
9. Open offer was made by public announcement on 19/01/2011 by Vitesse
Telecom Pvt Ltd having its registered office at Mumbai for acquiring
upto 1,29,000 equity shares of Rs. 10/- each aggregating upto 20% of
the paid up and voting share capital of the Company at a price of
Rs.5/- per share. The open offer opened on 1st April, 2011 and closed
on 20thApril,2011. The acquirer acquired 1,26,412 shares constituting
19.60% of the equity capital in addition to 1,37,100 shares acquired
through MOU constituting 21.26% both aggregating to 40.86% of the
equity share capital of the Company.
9. ACKNOWLEDGEMENT
Your Directors would like to place on record their sincere thanks for
the co-operation and support received from various agencies of the
Government as also from the Company's Bankers, Shareholders and other
business associates.
For & On behalf of the Board
Alok Jajodia
Chairman
Place: Mumbai
Date: 30th April, 2011
Mar 31, 2010
The Directors have pleasure in presenting the 49th Annual Report
together with the Audited Accounts of the Company for the year ended
March 31, 2010.
1. FINANCIAL RESULTS
Your Companys performance for the financial year ending 31st March
2010 is stated below:
For the Current For the previous
year ended on year ended on
31st March 2010 31st March 2009
Profit / (Loss) before
Depreciation/adjustment (3,19,654) (3,64,007)
Less: Depreciation/prior
period adjustment 0.00 0.00
Less: Short prov. For IT
for earlier years w/off 0.00 0.00
Net Profit/(Loss) for the year (3,19,654) (3,64,007)
Add: Losses brought down from
earlier year (50,98,838) (47,34,831)
Balance Losses carried to
Balance Sheet (54,18,492) (50,98,838)
2. WORKING
All efforts were made by the management to revive the companys
business activities. But due to paucity of funds no progress was made.
3. DIRECTORS
With profound sorrow and grief, the Directors report the sad demise of
Shri S. B. Gaud on 22nd February 2010. Your Directors place on record
their deep appreciation of the services rendered by him during his
tenure.
In accordance with the requirements of the Companies Act, 1956 and the
Articles of Association of the Company, Shri Avishek Himatsinghka and
Shri Tushar Dave retire by rotation, and being eligible offer
themselves for re-appointment.
None of the directors are disqualified from being appointed or from
holding office as Directors, as stipulated under section 274 of the
Companies Act, 1956.
4. SHIFTING OF REGISTERED OFFICE
The Registered Office of the Company was shifted from Majiwade,
Kapurbawdi, Mumbai- Agra Road, Thane-400607 to 19/579 Vartak Nagar Om
Sai Co- Op Hsg. Soc. Ltd. Ground floor, Vartak Nagar, Thane
(West)-400606 with effect from 1st July, 2009.
5. PARTICULARS OF EMPLOYEES
During the year under review the Company had no employee whose
particulars are required to be mentioned pursuant to the provisions of
Section 217(2A) of the Companies Act, 1956 read with the rules there
under.
6. AUDITORS
M/s. A. J. Mehta & Associates, Chartered Accountants present auditors
of the Company retire at the forthcoming Annual General Meeting and
being eligible, offer themselves for re-appointment. The Company has
received a letter from the retiring Auditors to the effect that their
appointment, if carried out, would be within the prescribed limits
under Section 224(1B) of the Companies Act, 1956 Members are requested
to appoint them as Auditors.
7. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956 after due
enquiry and on the basis of the information from the operating
management and relying upon the report of the Auditors, regarding
compliance with Accounting Standards, the Directors confirm that ;
a. in the preparation of the annual accounts, the applicable
accounting standards had been followed along with appropriate
explanation relating to material departures.
b. the accounting policies have been consistently applied and are
reasonable and prudent judgments and estimates have been made 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 of the company for that
year.
c. proper and sufficient care has been 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 have been prepared on a going concern basis
8. PARTICULARS OF ENERGY CONSUMPTION, FOREIGN EXCHANGE AND OUTGOINGS
As required under 217(1)(e) of the Companies Act, 1956 read with
Companies (Disclosure of particulars in the Report of the Board of
Directors) Rules, 1988 the relevant information if given below;
CONSERVATION OF ENERGY
The Companys operations involve low energy consumption. Wherever
possible, energy conservation measures are being implemented.
RESEARCH AND DEVELOPMENT
The Company has no specific Research and Development Programme.
FOREIGN EXCHANGE EARINGS/OUTGOINGS.
During the year the Company has not undertaken any foreign exchange
transaction.
9. LISTING AGREEMENT COMPLIANCE
The Companys securities are listed at, The Bombay Stock Exchange,
Mumbai. The outstanding listing fee payable to the stock exchange as on
March 31, 2010 was ? Nil.
10. COMPLIANCE CERTIFICATE
In accordance with requirement of Section 383A of the Companies Act,
1956, Certificate from a Practising Company Secretary, is enclosed
certifying that all secretarial compliance in respect of the Company
for the year ended March 31, 2010 have been complied with and marked as
Annexure - ÃA
11. ACKNOWLEDGEMENT
Your Directors would like to place on record their sincere thanks for
the co-operation and support received from various agencies of the
Government as also from the Companys Bankers, Shareholders and other
business associates.
For & On behalf of the Board
Alok Jajodia
Chairman
Place: Mumbai
Date: 31st July 2010
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