To the Members of
Bhagyanagar Properties Limited
The Directors have pleasure in presenting the 16th Annual
Report of your Company and the Audited financial statements for the financial year ended
31 st March, 2022 together with Auditors' Report thereon.
FINANCIAL RESULTS:
The standalone and consolidated performance of the Company during the
year is summarized below:
(Amount in lakhs)
|
Standalone |
Consolidated |
Particulars |
2021-22 |
2020-21 |
2021-22 |
2020-21 |
Sales and other Income |
147.02 |
331.79 |
999.84 |
769.05 |
EBIDTA |
0.10 |
164.42 |
580.81 |
388.98 |
LESS : |
|
|
|
|
Depreciation |
12.30 |
12.30 |
18.72 |
18.72 |
Interest and Finance charges |
1.33 |
71.53 |
161.52 |
191.33 |
Profit Before Taxation |
(13.53) |
80.59 |
400.57 |
178.94 |
Provision for Taxation : |
|
|
|
|
Current Tax |
- |
- |
90.54 |
23.34 |
Deferred Tax Liability/(Assets) |
- |
(226.09) |
- |
(226.09) |
MAT Credit Entitlement |
- |
255.71 |
- |
255.71 |
Taxes for earlier years |
- |
(86.32) |
(69.03) |
(86.32) |
Profit after Tax |
(13.53) |
137.29 |
379.05 |
212.30 |
Add: Other Comprehensive Income |
- |
- |
- |
- |
Total Comprehensive Income |
(13.53) |
137.29 |
379.05 |
212.30 |
Less: Minority Interest (Current year's
Profit/(loss)) |
- |
- |
79.48 |
18.05 |
Surplus brought forward from previous year |
1554.43 |
1417.14 |
1970.99 |
1776.73 |
Add: MAT credit of earlier years |
- |
- |
- |
- |
Less: Profit / (Loss) of earlier years on
acquisition of subsidiaries |
- |
- |
(12.35) |
- |
Balance available for appropriation |
1540.91 |
1554.43 |
2258.21 |
1970.99 |
APPROPRIATION: |
|
|
|
|
Balance c/f to Balance Sheet |
1540.91 |
1554.43 |
2258.21 |
1970.99 |
PERFORMANCE AND OPERATIONS:
During the year 2021-22, the Company's consolidated revenue from
operations and other income stood at Rs 999.84 lakhs, EBIDTA is Rs 580.81 lakhs and Profit
after Tax (PAT)
Rs 379.05 lakhs.
The Company and its subsidiaries have sizeable land bank in and around
Hyderabad. In view of the rapid growth of e-commerce as well as information technology
companies in Hyderabad, the Company has set up a Warehouse at Gachibowli, Hyderabad with
around 1,50,000 Sq.ft. and further the Company has setup co-working space around 30,000
Sq.ft with high standard facilities for IT. Presently the Company is having tenants like
Amazon, Flipkart, ITC, Kia Motors, Hyundai, Skoda, Steelcase etc.
The Hon'ble High Court of Telangana in its Judgement dated 28th
April, 2022 has held that the land situated in Vattinagulapally Village, Rajendranagar
Mandal, Rangareddy District and covered in EPTRI Report falls outside the catchment area
of Osmansagar and Himayatsagar lakes and therefore, the G.O No. 69 dated 12.04.2022 does
not apply to such lands and such lands are subject to the same development regulations as
its adjoining lands.
VOLUNTARY DELISTING OF EQUITY SHARES:
The Company has received Initial Public Announcement dated 18th April,
2022 made by akasam consulting private limited,
Manager to the Offer, on behalf of the Acquirers, expressing the
intention of the Acquirers along with the Promoter and Promoter Group of the Company, to
acquire all the equity shares of the Company having face value of Rs 2 each that are held
by public shareholders and consequently, voluntarily delist the Equity Shares from both
the stock exchanges i.e. BSE Limited and National Stock Exchange Ltd. where the equity
shares are presently listed, by making a Delisting
Offer in accordance with SEBI (Delisting of Equity Shares) Regulations,
2021 (Delisting Regulations').
Thereafter, in-principle approval application has been filed with the
stock exchanges on 31.05.2022 and an amount of Rs 27.50 Cr deposited in BPL Delisting
Escrow Account.
However, based on the observations of Stock Exchanges, the Floor Price
has been re-calculated in accordance with Regulation 20(2) and 20(3) of the SEBI Delisting
Regulations, by taking the Reference Date as the date of Board Meeting, wherein the
delisting proposal was considered and approved. Accordingly, the revised Floor Price is
arrived at Rs 37.83 (previously Rs 33.34) per equity share. Subsequently, the Acquirers
have declared the revised Indicative Price as Rs 37.90 (previously Rs 34.00) per equity
share. In regard with the increase in the Indicative Price, an additional amount of Rs
2.90 Cr has been deposited in the Escrow Account.
On clearance by SEBI, the revised Floor Price and Indicative Price has
been published in the nationwide newspapers and communicated to stock exchanges and all
the shareholders through e-mail and letters on 15th July, 2022.
The In-principle approval from the stock exchanges is being awaited.
SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES:
Your Company has the following two subsidiaries and one step-down
subsidiary as on 31.03.2022. There are no associates or joint venture companies within the
meaning of Section 2(6) of the Companies Act, 2013 ("Act"). There has been no
material change in the nature of business of the subsidiaries.
Sr. No. |
Name of Subsidiary |
Holding/ Subsidiary |
1. |
Scientia Infocom India Private Limited |
Subsidiary Wholly Owned |
2. |
Metropolitan Ventures India Limited Hyderabad
Solar Private Limited |
Subsidiary Step down |
3. |
(100% Subsidiary of Scientia Infocom Private
Limited) |
subsidiary |
In terms of proviso to sub-section (3) of Section 129 of the
Companies Act,2013, the salient features of the financial statement of
the subsidiaries and associates is set out in the prescribed Form AOC-1, which forms part
of the Annual Report. Pursuant to the provisions of Section 136 of the Companies Act,
2013, the consolidated financial statements of company along with relevant documents are
made available on the website of the Company.
CONSOLIDATED FINANCIAL STATEMENTS:
The Consolidated Financial Statements are prepared in accordance with
Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards)
Rules, 2015 notified under Section 133 of the Companies Act, 2013 and other relevant
provisions of the Companies Act, 2013.
The Consolidated Financial Statements for the financial year ended 31st
March, 2022 forms part of the Annual Report. As per the provisions of Section 136 of the
Companies Act, 2013, the Company has placed separate Audited accounts of its Subsidiaries
on its website www.bhagyanagarproperties. com and a copy of separate Audited Financial
Statements of its Subsidiaries will be provided to shareholders upon their request.
COMPLIANCE WITH SECRETARIAL STANDARDS:
The Directors state that during the year under review applicable
Secretarial Standards, i.e., SS-1 and SS-2, relating to Meetings of the Board of
Directors' and General Meetings', respectively, have been duly followed
and complied by the Company.
SHARECAPITAL:
The paid-up Equity Share Capital as on 31st March, 2022 was
Rs 6,39,90,000/- divided into 3,19,95,000 equity shares of face value of Rs 2/- each.
TRANSFER TO RESERVES:
The Board of Directors of the Company have not recommended for transfer
of any amount to the General Reserve for the financial year ended 31 st March,
2022.
DIVIDEND:
During the year under review, the Board of Directors has not
recommended any dividend on the Equity Shares of the Company due to low profitability and
capex plans.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report as required under
Schedule-V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
forms an integral part of this Report and gives details of the overall industry structure,
developments, performance and state of affairs of the Company's business, internal
controls and their adequacy, risk management systems and other material developments
during the financial year.
Management Discussion and Analysis Report is presented in a separate
section which forms part of the Annual Report as Annexure-II.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
During the year 2021-22, the Company has not covered under the criteria
of Section 135(5) of Companies Act, 2013. The Company, however over the years, is pursuing
as part of its Corporate Social Responsibility for welfare and aspirations of the
Community. The CSR activities of the Surana Group are guided by the vision and philosophy
of its founding father, Shri Late G Mangilal Surana, who embodied the value of trusteeship
in business and laid the Foundation for its ethical and value-based functioning. The core
elements of CSR activities include ethical functioning, respect for all stake-holders,
protection of human rights, and care for the environment. The G.M. Surana Foundation is
established purely for the purpose of providing medical relief to the people who are in
below poverty line. It is being run by qualified and registered doctors.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 134 of the Companies Act,
2013, with respect to the Directors' Responsibility Statement, the Board of Directors
of the
Company hereby confirms:
(a) that the preparation of the annual accounts for the financial year
ended 31 st March, 2022, the applicable accounting standards have been followed
along with proper explanation relating to material departures, if any; (b) 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 31 st
March, 2022 and of the profit of the company for the year ended on that date;
(c) 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; (d) that the directors have prepared the annual accounts for the
financial year ended 31 st March, 2022 on a going concern basis;
(e) that the directors have laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and were
operating effectively; and
(f) that the Directors have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems were adequate and
operating effectively.
STATEMENTONDECLARATIONGIVENBYINDEPENDENT DIRECTORS:
The Independent Directors have submitted the declaration of
independence, as required pursuant to sub-section (7) of section 149 of the Companies Act,
2013 and Regulation 25 (8) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 stating that they meet the criteria of independence as provided in
sub-section (6) of Section 149.
NOMINATION AND REMUNERATION POLICY:
The Board has, on the recommendation of the Nomination
& Remuneration Committee framed a policy which lays down a
framework in relation to selection, appointment and remuneration to Directors, Key
Managerial Personnel and Senior Management of the Company. The details of Nomination and
Remuneration Committee and Policy are provided in the Corporate Governance Report.
PARTICULARS OF LOANS, GUARANTEES OR SECURITIES OR INVESTMENTS:
The details of Loans, Guarantees, Securities and Investments made
during the financial year ended 31 st March, 2022 are given in the notes to the
Financial Statements in compliance with the provisions of Section 186 of the Companies
Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014.
RELATED PARTY TRANSACTIONS:
The Related Party Transactions entered into by the Company during the
year are in its ordinary course of business and on arm's length basis. There were no
materially significant related party transactions between your Company and the Directors,
Promoters, Key Managerial Personnel and other designated persons which may have a
potential conflict with the interest of your Company at large. All the related party
transactions are placed before the Audit Committee as well as before the Board for their
approval, wherever required. Prior omnibus approval of the Audit Committee is obtained for
the transactions which are of a foreseeable and repetitive in nature. A statement giving
details of all related party transactions entered into pursuant to the omnibus approval so
granted are placed before the Audit Committee and the Board of Directors on a quarterly
basis. The Company has developed a Policy on Related Party Transactions for the purpose of
identification and monitoring of such transactions.
The policy on Related Party Transactions is available on the
Company's website http://www.bhagyanagarproperties.com/ codes-and-policies.html The
particulars of contracts or arrangements with related parties referred to in sub-section
(1) of section 188 is prepared in Form AOC-2 pursuant to clause (h) of the Companies
(Accounts) Rules, 2014 and the same is annexed herewith as "Annexure-III" to
this Report.
AUDIT COMMITTEE:
The Audit Committee consists of Shri Srinagesh Boorugu (Independent
Director) as Chairman, Shri N.Krupakar Reddy (Independent Director) and Smt. Sanjana Jain
(Independent Director) as members. The Committee inter-alia reviews the Internal
Control System, Reports of Internal Auditors and compliance of various Regulations. The
Committee also reviews the financial statements before they are placed before the Board.
The recommendations made by the Audit Committee to the Board, from time to time during the
year under review, have been accepted by the Board. Other details with respect to the
Audit Committee such as its terms of reference, the meetings of the Audit Committee and
attendance thereat of the members of the Committee, are separately provided in this Annual
Report, as a part of the Report on Corporate Governance.
ANNUAL RETURN:
Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of
the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014,
the draft of the Annual Return of the Company for the financial year 31 st
March, 2022 is uploaded on the website of the Company and can be accessed at
https://www.bhagyanagarproperties.com/ annual-report.html
PARTICULARS IN RESPECT OF CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies
Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, as amended from time
to time, is annexed to this Report as Annexure-I' forming part of this Report.
RISK MANAGEMENT POLICY:
In terms of the requirement Section 134(3)(n) of the Companies Act,
2013 and Regulation 21 of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company has developed and implemented the
Risk Management Policy. The Audit Committee has additional oversight in the area of
financial risks and controls. Major risks identified by businesses and functions are
systematically addressed through mitigating actions on a continuing basis. The development
and implementation of risk management policy has been covered in the management discussion
and analysis report, which forms part of this report. At present the
Company has not identified any element of risk which may threaten the
existence of the company.
EVALUATION OF THE BOARD, COMMITTEES, INDEPENDENT DIRECTORS, INDIVIDUAL
DIRECTORS AND CHAIRPERSON OF THE COMPANY:
During the year under review, the Independent Directors of the Company
in terms of Schedule IV and Regulation 25(3)(4) of SEBI (LODR) Regulations, 2015,
evaluated the performance of the Board as a whole, each Non-Independent Director and the
Chairperson of the Company. Further, in terms of Section 178(2) of the Companies Act,
2013, as amended, the Nomination and Remuneration Committee evaluated the performance of
the Board as a whole and the Individual Directors. The Board also as per the provisions of
Regulation 17(10) of SEBI (LODR) Regulations, 2015, evaluated the performance of the
Independent Directors and the Committees of the Board in terms of Section 134(3) (p) of
the Companies Act, 2013, read with Rule 8(4) of the Companies (Accounts) Rules, 2014. The
evaluations are done on the basis of a structured questionnaire which contains evaluation
criteria taking into consideration various performance related aspects. The Board of
Directors has expressed their satisfaction with the evaluation process.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Shri Manish Surana, Director of the Company will retire by rotation at
this Annual General Meeting and being eligible, offers himself for re-appointment.
During the period under review, Shri N.Krupakar Reddy had been
appointed as an Independent Director of the Company w.e.f. 8th June, 2021 for a
period of five (5) consecutive years and Shri Srinagaesh Boorugu had been re-appointed as
an Independent Director of the Company w.e.f. 17th March, 2022 for second term
of five (5) consecutive years.
During the period under review Mr. Vikaram Singh Thakur had resigned
from the position of Company Secretary and
Compliance officer of the Company w.e.f 21.07.2021 and Ms
Sonal Jaju had been appointed as Company Secretary and
Compliance Officer of the Company w.e.f. 01.10.2021.
The brief particulars of Directors seeking appointment/ re-appointment
at this Annual General Meeting are being annexed to the Notice.
Pursuant to the provisions of Section 203 of the Companies Act, 2013,
as on 31st March, 2022, Shri Devendra Surana, Whole-time Director, Ms. Shresha
Surana, Chief Financial
Officer and Ms. Sonal Jaju, Company Secretary are the Key
Managerial Personnel of the Company.
MEETINGS OF THE BOARD:
During the financial year under review, 5 (Five) Board Meetings were
convened and held. The details of the meetings are given in the Corporate Governance
Report. The intervening gap between the meetings was within the period of 120 days as
prescribed under the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.
DEPOSITS:
The Company has not accepted any deposits falling under the ambit of
Section 73 of the Companies Act, 2013 (the Act') and the Rules framed
thereunder during the year under review.
LISTING OF EQUITY SHARES:
The Company's equity shares are listed on the following Stock
Exchanges: (i) BSE Limited, Phiroze Jee Jeebhoy Towers, Dalal Street, Mumbai
400 001, Maharashtra, India; and
(ii) National Stock Exchange of India Limited, Exchange Plaza,
Floor 5, Plot No. C/1, G Block, Bandra Kurla Complex, Bandra (East), Mumbai
400 051, Maharashtra, India. The Company has paid the Annual Listing Fees to the said
Stock Exchanges for the Financial Year 2022-23.
STATUTORY AUDITORS AND AUDITORS REPORT:
As per Section 139 of the Act, read with the Companies (Audit and
Auditors) Rules, 2014, the term of M/s. Luharuka & Associates (Firm Registration No.
01882S) as the Statutory Auditors of the Company would complete with the conclusion of 16th
Annual General Meeting of the Company. The Board of Directors of the Company at their
meeting held on 2nd May, 2022, on the recommendation of Audit Committee, has
made its recommendation for re-appointment of M/s. Luharuka & Associates (Firm
Registration No. 01882S) as the Statutory
Auditors of the Company, to hold office from the conclusion
16th Annual General Meeting till the conclusion of 21st
Annual General Meeting of the Company, subject to the approval of the Members at the
ensuing Annual General Meeting. M/s. Luharuka & Associates has expressed its
willingness to be re-appointed as the Statutory Auditors of the Company and also confirmed
its eligibility in compliance with the provisions of Sections 139, 141 and other
applicable provisions of the Act. The Board of Directors recommends to the Members the
re-appointment of M/s. Luharuka & Associates as the Statutory Auditors of the Company.
Accordingly, the proposal for their re-appointment is included in this Notice of 16th
Annual General Meeting as ordinary resolution.
The Report given by M/s. Luharuka & Associates, Chartered
Accountants on the financial statements of the Company for the year ended 31st
March, 2022 is part of the Annual Report. The Notes on financial statement referred to in
the Auditors' Report are self-explanatory and do not call for any further comments.
The Auditors' Report does not contain any qualification, reservation, adverse remark
or disclaimer.
During the year under review, the Auditors had not reported any matter
under Section 143 (12) of the Act, therefore no detail is required to be disclosed under
Section 134 (3)(ca) of the Act.
INTERNAL AUDITORS:
The Board of Directors based on the recommendation of the Audit
Committee has appointed M/s. Sekhar & Co., Chartered Accountants as the Internal
Auditors of your Company. The Internal Auditors are submitting their reports on quarterly
basis to the Audit Committee and Board of Directors.
The Board of Directors of the Company have re-appointed M/s Sekhar
& Co., Chartered Accountants as Internal Auditors to conduct Internal Audit for the
financial year ended 31 st March, 2023.
SECRETARIAL AUDITORS:
Pursuant to the provisions of Section 204 of the Companies Act, 2013,
your Company had appointed Mrs. Rakhi Agarwal, Company Secretary in Practice, Hyderabad,
as its Secretarial Auditor to conduct the Secretarial Audit of your Company for financial
year 2021-22. The Report of the Secretarial Auditor for the financial year
2021-22 is annexed to this report as Annexure-IV. There were no
qualifications, reservation or adverse remark or disclaimer made by Secretarial Auditor in
its report.
SECRETARIAL AUDIT OF MATERIAL UNLISTED INDIAN SUBSIDIARIES:
The Secretarial Audit of the Material Subsidiary i.e, M/s.
Scientia Infocom India Private Limited (SIIPL) for the financial of
year 2021-22 was carried out pursuant to Section 204 of the Companies Act, 2013 and
Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015. The Secretarial Audit Report of SIIPL submitted by Mrs. Rakhi Agarwal, Company
Secretary in Practice, does not contain any qualification, reservation or adverse remark
or disclaimer.
The secretarial audit report of material Indian subsidiary viz,
Scientia Infocom India Private Limited in annexed to this report as Annexure V.
ANNUAL SECRETARIAL COMPLIANCE REPORT:
The Company has undertaken an audit for the financial year 2021-22 for
all applicable compliances as per Securities and Exchange Board of India Regulations and
Circulars/ Guidelines issued thereunder. The Annual Secretarial Compliance Report duly
signed by Mrs. Rakhi Agarwal, Company Secretary in Practice has been submitted to the
Stock Exchanges and is annexed at Annexure VI to this Board's Report.
REPORTING OF FRAUDS BY AUDITORS:
During the year under review, the Statutory Auditors, Internal Auditors
and Secretarial Auditor have not reported any instances of frauds committed in the Company
by its Officers or Employees to the Audit Committee under section 143(12) of the Companies
Act, 2013, details of which needs to be mentioned in this Report.
CORPORATE GOVERNANCE:
The Company has implemented the procedures and adopted practices in
conformity with the Code of Corporate Governance as per the requirements of SEBI (Listing
Obligations and Disclosure Requirements), Regulations, 2015. A separate report on
corporate governance practices followed by the Company together with a Certificate from
the Company's Auditors confirming compliances forms integral part of this Report.
VIGIL MECHANISM - WHISTLE BLOWER POLICY:
The Company has adopted a Whistle Blower Policy establishing vigil
mechanism to provide a formal mechanism to the Directors and employees to report concerns
about unethical behavior, actual or suspected fraud or violation of Code of Conduct and
Ethics. It also provides for adequate safeguards against the victimization of employees
who avail the mechanism and provides direct access to the Chairperson of the Audit
Committee in exceptional cases.
It is affirmed that no personnel of the Company have denied access to
the Audit Committee. The policy of vigil mechanism is available on the Company's
website i.e http:// www.bhagyanagarproperties.com/codes-and-policies.html.
The Whistle Blower Policy aims for conducting the affairs in fair and
transparent manner by adopting highest standards of professionalism, honesty, integrity
and ethical behavior.
PARTICULARS OF EMPLOYEES:
A. Disclosures with respect to the remuneration of Directors and
employees as required under Section 197(12) of Companies Act, 2013 and Rule 5 (1)
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided
as follows: (i) The ratio of the remuneration of each director to the median remuneration
of the employees of the company for the financial year: Not applicable since no Director
has drawn remuneration during the period under review. (ii) The percentage increase in
remuneration of each director, Chief Financial Officer, Chief Executive Company Secretary
or Manager, if any, in the financial year;
Name of Person |
% increase/ decrease in
remuneration |
Ms. Shresha Surana, CFO |
0.00 |
Ms. Sonal Jaju, Company Secretary* |
NA |
* Appointed w.e.f. 01.10.2021.
(iii) The percentage increase in the median remuneration of employees
in the financial year: 0.90%.
(iv) There were 18 permanent employees on the rolls of the company as
on 31st March, 2022.
(v) Average percentile increase already made in the salaries of
employees other than the managerial personnel in the last financial year and its
comparison with the percentile increase in the managerial remuneration and justification
thereof and point out if there are any exceptional circumstances for increase in the
managerial remuneration: The average increase in salaries of employees other than
managerial personnel in the Financial Year 2021-22 was 8.04%. Percentage increase in the
managerial remuneration for the year was Nil.
(vi) It is hereby affirm that the remuneration paid is as per the
remuneration policy of the company - Yes.
B. In terms of the provisions of Section 197(12) of the Act read
with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of
remuneration drawn and names and other particulars of the employees a drawing remuneration
in excess of the limits set out in the said rules forms part of this Report. Having regard
to the provisions of the second proviso to Section 136(1) of the Act and as advised, the
Annual Report excluding the aforesaid information is being sent to the members of the
Company. The said Annexure is open for inspection at the registered office of your
Company. Any member interested in obtaining copy of the same may write
to Company Secretary.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. To maintain its objectivity and independence, the
Internal Audit function reports to the Chairman of the Audit Committee of the Board.
The Internal Audit Department monitors and evaluates the efficacy and
adequacy of internal control system in Company, its compliance with operating systems,
accounting procedures and policies at all locations of the Company and its subsidiaries.
Based on the report of internal audit function, process owners undertake corrective action
in their respective areas and thereby strengthen the controls. Significant audit
observations and corrective actions thereon are presented to the Audit Committee of the
Board.
CHANGE IN THE NATURE OF BUSINESS:
During the period under review there has been no change in nature of
business of the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
There have been no significant material orders passed the Regulators or
Courts or Tribunals which would impact the going concern status of the Company and its
future operations.
DETAILS OF ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016:
During the year, no corporate insolvency resolution process was
initiated under the Insolvency and Bankruptcy Code, 2016, either by or against the
Company, before national Company Law Tribunal.
ONE TIME SETTLEMENT WITH ANY BANK OR FINANCIAL INSTITUTIONS:
No disclosure or reporting is required in respect of the details of
difference between amount of the valuation done at the time of one time settlement and the
valuation done while taking loan from the banks or financial institutions, as the
Company had not made any one time settlement with any bank or financial
institution during the year.
MATERIAL CHANGES AND COMMITMENTS:
There are no material changes and commitments affecting the financial
position of the Company which occurred between the financial year ended 31 st
March, 2022 to which the Financial Statements relates and the date of signing of this
report.
INDUSTRIAL RELATIONS:
During the year under review, Industrial relations continued to be
cordial and the Company is committed to maintain good industrial relations through
effective communication, meetings and negotiations.
POLICY ON SEXUAL HARRASSEMENT:
The Company has adopted policy on Prevention of Sexual Harassment of
Women at Workplace in accordance with The Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
The Internal Complaints Committee (ICC) has been setup to redress
complaint received regarding sexual harassment. During the period under review, no
complaint was received by the ICC.
CAUTIONARY STATEMENT:
Statements in the Board's Report and the Management Discussion
& Analysis describing the Company's objectives, expectations or forecasts may be
forward-looking within the meaning of applicable securities laws and regulations.
Actual results may differ materially from those expressed in the
statement. Important factors that could influence the
Company's operations include global and domestic demand and supply
conditions affecting selling prices of finished goods, input availability and prices,
changes in government regulations, tax laws, economic developments within the country and
other factors such as litigation and industrial relations.
ACKNOWLEDGEMENTS:
The Directors take this opportunity to place on record their sincere
thanks to the suppliers, customers, strategic partners, Banks and Financial Institutions,
Insurance Companies, Central and State Government Departments and the shareholders for
their support and co-operation extended to the Company from time to time. Directors are
pleased to record their appreciation of the sincere and dedicated services of the
employees and workmen at all levels.
For and on behalf of the Board of Directors |
NARENDER SURANA |
DEVENDRA SURANA |
DIRECTOR |
WHOLE-TIME DIRECTOR |
DIN-00075086 |
DIN-00077296 |
Place: Secunderabad |
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Date: 23.07.2022 |
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