Your Directors have pleasure in presenting the 33 rd Annual Report together with
Audited accounts for the year ended 31.03.2025.
1. FINANCIAL RESULTS:
The summarized financial results for the year ended 31.03.2025 and for the previous
year 31.03.2025 are as under: (Rs. In 00's)
| Particulars |
31.03.2025 |
31.03.2024 |
| Total revenue |
3,51,682.00 |
57,000.00 |
| Total expenditure |
2,14,625.00 |
42,667.00 |
| Profit before tax |
1,37,057.00 |
14,333.00 |
| Less: Tax expenses |
|
|
| Current Year |
40,873.00 |
0 |
| Previous Year |
0 |
0 |
| Deferred Tax |
163.00 |
154.00 |
| Profit after tax |
96,021.00 |
14,179.00 |
2. FINANCIAL OVERVIEW (Rs. in 00's):
During the year under review, the total revenue of your company was Rs. 3,51,682 as
compared to previous year revenue of Rs.57,000. The Net Profit for the year is Rs.96,021
as against previous year profit of Rs.14,179.
3. CHANGE IN THE NATURE OF BUSINESS:
Your Company is engaged in buying and selling vacant land. There is no change in the
nature of business during the year compared to previous year.
4. DIVIDEND:
In order to plough back the profit, your Directors do not recommend any dividend.
5. TRANSFER TO RESERVES:
No amount is proposed to be transferred to General Reserves during the year.
6. SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES & PERFORMANCE THEREOF:
Your Company does not have any subsidiary, joint venture, associate company as on
March 31, 2025. Hence, the details and performance thereof does not arise.
7. DEPOSITS:
The company has not accepted or invited any deposits under the provisions of the
Companies Act, 2013, and rules related thereto.
8. SHARE CAPITAL:
A. AUTHORISED SHARE CAPITAL:
The Authorized Share Capital of the Company as on 31.03.2025 stood at Rs.
5,00,00,000/- (Rupees Five Crores only) comprising of 50,00,000 equity shares of Re. 10/-
(Rupees Ten) each.
B. PAID UP SHARE CAPITAL:
The Paid Up Share Capital of the Company as on 31.03.2025 stood at Rs. 3,00,00,000/-
(Rupees Three Crores only) comprising of 30,00,000 equity shares of Re. 10/- (Rupees Ten)
each.
The Company during the year under review has not issued any Sweat Equity Shares or
Shares with Differential Rights or under Employee Stock Option Scheme nor did it Buy Back
any shares.
9. MATERIAL CHANGES AND COMMITMENTS:
No material changes and commitments which could affect the Company's financial
position have occurred between the end of the financial year of the Company and the date
of this report.
10. INTERNAL FINANCIAL CONTROLS:
The Internal Financial Controls with reference to financial statements as designed
and implemented by the Company are adequate.
11. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:
No significant and material orders have been passed by any Regulator or Court or
Tribunal which can have an impact on the going concern status and the Company's operations
in future.
12. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS UNDER SECTION 186:
The Company has not advanced any loans, given guarantees, provided security nor made
investments covered under Section 186 of the Companies Act, 2013.
13. BOARD OF DIRECTORS AND ITS COMMITTEES:
A. BOARD OF DIRECTORS:
(1) COMPOSITION OF THE BOARD OF DIRECTORS:
The Board of Directors of the Company comprises of three Directors of which one is a
Non-Executive Independent Director. The Company has received necessary declarations from
the Independent Director stating that he meets the criteria of independence as specified
in Section 149(6) of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.
| SN |
DIN |
Name of the Director |
Designation |
| 1 |
00575471 |
Mr. T Ashok Raj |
Managing Director |
| 2 |
01751554 |
Mrs. Sunita Mahendar Raj |
Director |
| 3 |
02781886 |
Mr. S. Vijayan* |
Director |
| 4 |
02691406 |
Mr. J. Chandrasekar* |
Director |
| 5 |
08881090 |
Mr. Nihal Chand** |
Director |
*Ceased w.e.f 21.09.2024 **Appointed w.e.f 05.09.2024
(2) KEY MANAGERIAL PERSONNEL:
As per Section 203 of the Companies Act, 2013, following are the KMP's of the
Company:
| SN |
DIN/ PAN |
Name of the Key Managerial Personnel |
Designation |
| 1 |
00575471 |
Mr. T Ashok Raj |
Managing Director |
| 2 |
01751554 |
Mrs. Sunita Mahendar Raj |
Chief Financial Officer |
| 3 |
CTLPP0491E |
Ms. Bela Parekh |
Company Secretary |
(3) CHANGE IN DIRECTORS:
The details of change in Directors during the year is as follows;
| SN |
DIN |
Name of the Director |
Designation |
Particulars |
| 1 |
02781886 |
Mr. S. Vijayan |
Independent Director |
Cessation due to expiration of Term w.e.f 21.09.2024 |
| 2 |
02691406 |
Mr. J. Chandrasekar |
Independent |
Cessation due to expiration of |
|
|
|
Director |
Term w.e.f 21.09.2024 |
| 3 |
00575471 |
Mr. T. Ashok Raj |
Managing |
Re-appointment as MD w.e.f |
|
|
|
Director |
28.01.2025 |
| 4 |
08881090 |
Mr. Nihal Chand |
Additional |
Appointment as Additional |
|
|
|
Director |
Director (Independent) w.e.f |
|
|
|
|
05.09.2024 |
| 5 |
08881090 |
Mr. Nihal Chand |
Director |
Change in Designation to |
|
|
|
|
Director w.e.f 30.09.2024 |
RESIGNATION OF INDEPENDENT DRECTORS:
Mr. S. Vijayan (DIN: 02781886) and Mr. J. Chandrasekar (DIN: 02691406), ceased to be
Non-Executive Independent Directors of the Company on account of completion of their
second and final term w.e.f. close of business hours on 21.09.2024. The Board expresses
its sincere appreciation for the contribution made by them during their tenure as
Independent Director of the Company.
RE-APPOINTMENT OF MANAGING DIRECTOR:
The tenure of Mr. T. Ashok Raj as Managing Director (DIN: 00575471) of the Company
expired on 28.01.2025. The Board of Directors on the recommendation of the Nomination
& Remuneration Committee appointed him for a term of three years effective from
28.01.2025 subject to the approval of the members at the General Meeting.
APPOINTMENT & CONFIRMATION OF INDEPENDENT DIRECTOR:
Mr. Nihal Chand (DIN: 08881090) was appointed as an Additional Director
(Independent) by the Board for a term of five years w.e.f. 05.09.2024. The shareholders
had confirmed his appointment as a Director (Independent) of the Company in the Annual
General Meeting held on 30.09.2024.
(4) RETIREMENT BY ROTATION:
In terms of Section 152 of the Companies Act, 2013, Mr. T. Ashok Raj, (DIN:
00575471), Managing Director, is liable to retire by rotation at the ensuing Annual
General Meeting and being eligible offers himself for re-appointment.
(5) MEETINGS:
During the year under review, the Board of Directors met Eight (8) times on
27.05.2024, 07.08.2024, 05.09.2024, 23.09.2024, 12.11.2024, 28.01.2025, 13.02.2025 &
14.03.2025. The gap between two Board meetings is not more than 120 days. The particulars
of name of the Directors and attendance are mentioned below:
| SN |
Name of the Directors |
Designation & Category |
No. of Meetings in the year 2024-25 |
Attend ed 32 nd |
No. of other Directorship in |
|
|
|
Held |
Attended |
AGM |
other Public/ Private Companies |
| 1 |
Mr. T. Ashok Raj |
MD |
8 |
8 |
Yes |
Nil |
| 2 |
Mr. S. Vijayan* |
Director (NEID) |
3 |
3 |
No |
Nil |
| 3 |
Mrs. Sunita |
Director (NED) |
8 |
8 |
Yes |
Nil |
|
Mahendar Raj |
|
|
|
|
|
| 4 |
Mr. J. |
Director (NEID) |
3 |
3 |
No |
Nil |
|
Chandrasekar* |
|
|
|
|
|
| 5 |
Mr. Nihal Chand** |
Director (NEID) |
5 |
5 |
Yes |
1 |
*Ceased w.e.f 21.09.2024 **Appointed w.e.f 05.09.2024
NEID Non Executive Independent Director NED Non Executive Director MD Managing
Director
(B) INDEPENDENT DIRECTORS:
(1) MEETING OF INDEPENDENT DIRECTORS:
During the year, in line with requirement under the Companies Act, 2013 the
Independent Directors had a separate meeting on 07.08.2024, without the presence of the
other Directors and Management.
(2) APPOINTMENT OF INDEPENDENT DIRECTOR:
The company is in the process of identifying a suitable candidate as an Independent
Directors of the Company, to comply with the provisions of the Companies Act, 2013.
(3) DECLARATION OF INDEPENDENT DIRECTORS:
Pursuant to the provisions of Section 149 of the Act, the Independent Director has
submitted declarations that he meets the criteria of independence as provided in Section
149(6) of the Act.
(C) COMMITTEES OF THE BOARD:
(1) AUDIT COMMITTEE:
As per the provisions of Section 177 of the Companies Act, 2013:
Recommendation for appointment, remuneration and terms of appointment of auditors of
the Company. Review and monitor the Auditor's independence and performance and
effectiveness of audit process. Review with the Management the quarterly Financial
Statements and the annual Financial Statements and the Auditor's Report thereon, before
submission to the Board for approval, with particular reference to: matters required to be
included in the Director's responsibility statement to be included in the board's report
in terms of Clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013.
disclosure of any related party transactions. modified opinion(s) in the draft audit
report Approval or any subsequent modification of transactions of the Company with related
parties. Scrutiny of inter-corporate loans and investments. Valuation of undertakings or
assets of the Company, wherever it is necessary. Evaluation of internal financial controls
and risk management systems. Monitoring the end use of funds raised through public offers
and related matters.
COMPOSITION OF THE AUDIT COMMITTEE:
The Audit committee comprises of three members and the committee met Four (4) times
during the year on 27.05.2024, 07.08.2024, 12.11.2024, & 13.02.2025. The composition
of the Audit Committee and details of meeting held are provided hereunder:
| Name of Directors |
Designation |
Category |
No. of Meetings |
|
|
|
Held |
Attended |
| Mr. J Chandrasekar* |
Chairman |
NEID |
2 |
2 |
| Mr. S. Vijayan* |
Member |
NEID |
2 |
2 |
| Mrs. Sunita Mahendar |
Member |
NED |
4 |
4 |
| Raj |
|
|
|
|
| Mr. T. Ashok Raj |
Member |
ED |
2 |
2 |
| Mr. Nihal Chand** |
Chairman |
NEID |
2 |
2 |
NEID Non Executive Independent Director NED Non Executive Director ED Executive
Director
The Audit Committee was re-constituted w.e.f 23.09.2024 with Mr. Nihal Chand as the
Chairman and Mrs. Sunita Mahendar Raj and Mr. T. Ashok Raj as the Members of the
Committee.
(2) NOMINATION & REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee has been empowered and authorized to
exercise powers as entrusted under the provisions of Section 178 of the Companies Act,
2013. In compliance with Section 178 of the Companies Act, the Board has framed a policy
for selection and appointment of Directors, Senior Management and their remuneration and
including criteria for determining qualifications, positive attributes, independence of
Directors and other matters.
The terms of reference of the Committee inter alia, include the following:
Succession planning of the Board of Directors and Senior Management Employees;
Identifying and selecting candidates for appointment as Directors / Independent Directors
based on certain laid down criteria; Identifying potential individuals for appointment as
Key Managerial Personnel and to other Senior Management positions; Formulate and review
from time to time the policy for selection and appointment of Directors, Key Managerial
Personnel and Senior Management Employees and their remuneration; Review the performance
of the Board of Directors and Senior Management Employees based on certain criteria as
approved by the Board. In reviewing the overall remuneration of the Board of Directors and
Senior Management, the Committee ensures that the remuneration is reasonable and
sufficient to attract, retain and motivate the best managerial talent, the relationship of
remuneration to performance is clear and meets appropriate performance benchmarks and that
the remuneration involves a balance between fixed and incentive pay reflecting short term
and long term objectives of the Company.
COMPOSITION OF THE NOMINATION & REMUNERATION COMMITTEE:
The Nomination & Remuneration Committee comprises of three members and the
committee met One (1) time during the year on 07.08.2024. The composition of the
Nomination & Remuneration Committee and details of meeting held are provided
hereunder:
| Name of Directors |
Designation |
Category |
No. of Meetings |
|
|
|
Held |
Attended |
| Mr. S. Vijayan* |
Chairman |
NEID |
1 |
1 |
| Mr. J Chandrasekar* |
Member |
NEID |
1 |
1 |
| Mrs. Sunita Mahendar |
Member |
NED |
1 |
1 |
| Raj |
|
|
|
|
| Mr. T. Ashok Raj |
Member |
ED |
0 |
0 |
| Mr. Nihal Chand** |
Chairman |
NEID |
0 |
0 |
NEID Non Executive Independent Director NED Non Executive Director ED Executive
Director
The Nomination & Remuneration Committee was re-constituted w.e.f 23.09.2024 with
Mr. Nihal Chand as the Chairman, Mrs. Sunita Mahendar Raj and Mr. T. Ashok Raj as the
Members of the Committee.
(3) STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Committee looks into transfer of shares and the investor's grievances, if any,
and redresses them expeditiously. The role and terms of reference of the Committee are in
consonance with the requirements mandated under Section 178 of the Companies Act, 2013.
STATUS OF COMPLAINTS RECEIVED, RESOLVED AND PENDING AS ON 31 ST MARCH, 2025:
The number of investor complaints received during the year - NIL
The number of investor complaints not solved to the satisfaction of Shareholders -
NIL The number of pending complaints as on date - NIL
COMPOSITION OF THE STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee comprises of three members and the committee
met One (1) time during the year on 07.08.2024. The composition of the Stakeholders
Relationship Committee and details of meeting held are provided hereunder:
| Name of Directors |
Designation |
Category |
No. of Meetings |
|
|
|
Held |
Attended |
| Mrs. Sunita Mahendar |
Chairperson |
NED |
1 |
1 |
| Raj |
|
|
|
|
| Mr. S. Vijayan* |
Member |
NEID |
1 |
1 |
| Mr. J Chandrasekar* |
Member |
NED |
1 |
1 |
| Mr. T. Ashok Raj |
Member |
ED |
0 |
0 |
| Mr. Nihal Chand** |
Member |
NEID |
0 |
0 |
NEID Non Executive Independent Director NED Non Executive Director ED Executive
Director
The Stakeholders Relationship Committee was re-constituted w.e.f 23.09.2024 with
Mrs. Sunita Mahendar Raj as the Chairperson, Mr. T. Ashok Raj and Mr. Nihal Chand as the
Members of the Committee.
14. BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013, Independent Directors at
their meeting without the participation of the Non-independent Directors and Management,
considered / evaluated the Boards' performance, performance of the Chairman and other
Non-Independent Directors.
The Board subsequently evaluated its own performance, the working of its Committees
and the Independent Directors.
15. DIRECTORS' RESPONSIBILITY STATEMENT
In terms of the requirements of Section 134(5) of the Companies Act, 2013, we, on
behalf of the Board of Directors, hereby confirm that:
a) In the preparation of the annual accounts, the applicable accounting standards
have been followed and that no material departures have been made for the same.
b) appropriate accounting policies have been selected and applied consistently, and
have 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 March 31, 2025 and of the Profit of
the Company for the year ended March 31, 2025
c) proper and sufficient care have been taken for 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
e) The Internal Financial Controls had been laid down, to be followed by the Company
and that such Internal Financial Controls are adequate and were operating effectively; and
f) the directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
16. AUDITORS:
M/s. G C Daga & Co, Chartered Accountants, Chennai (FRN: 000668s), were
appointed as Statutory Auditors of the Company for a period of five years in the 31 st
Annual General Meeting held on 23.12.2023. The Statutory Auditors have confirmed their
eligibility under Section 141 of the Companies Act, 2013 and rules framed there under for
their reappointment as Statutory Auditors of the Company.
17. AUDITORS REPORT:
The Auditors did not make any qualification, reservation or adverse remark or
disclaimer on the financial statements prepared as per Section 133 of Companies Act, 2013,
and notes on Accounts annexed thereto.
18. SECRETARIAL AUDIT:
Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your
Company engaged the services of Ms. A.K. Jain & Associates, Company Secretary in
Practice, Chennai to conduct the Secretarial Audit of the Company for the financial year
ended March 31, 2025. The Secretarial Audit Report (in Form MR-3) is attached as Annexure
"A" to this Report.
19. REPLY TO SECRETARIAL AUDITOR REMARKS:
| SN Auditors Observation |
Reply to Observation |
| 1 The Company does not maintain a functional website. |
The company is taking necessary steps to develop a
functional website and will be deployed at the earliest. |
| 2 The composition of the Board of Directors of the Company
did not comprise with required number of Independent Directors from 22.09.2024 to
31.03.2025 as per Section 149 of the Companies Act, 2013. |
|
| 3 The composition of the Audit Committee did not comprise
with required number of Independent Directors from 22.09.2024 to 31.03.2025 as per Section
177 of the Companies Act, 2013. |
The Company is taking necessary steps to identify a
suitable Independent Director. |
| 4 The composition of the Nomination & Remuneration
Committee did not comprise with required number of Independent Directors from 22.09.2024
to 31.03.2025 as per Section 178 of the Companies Act, 2013. |
|
| 5 The Company has not appointed an Internal Auditor for
the year 2024-25. |
The Company is in the process of identifying and
appointing an Internal Auditor. |
20. DISCLOSURE OF ACCOUNTING TREATMENT:
The financial statements of the Company have been prepared in accordance with the
Section 133 of the Companies Act, 2013 and Indian Accounting Standard Rules, 2015, which
became applicable on the Company w.e.f. 01.04.2017.
21. CORPORATE SOCIAL RESPONSIBILITY POLICY:
The Company does not fall under the class of Companies mentioned under Section 135
of the Companies Act, 2013, read with Companies (Corporate Social Responsibility) Rules,
2014. Hence, the Company has not spent any funds towards Corporate Social Responsibility.
22. VIGIL MECHANISM:
In compliance with the provisions of Section 177(9) the Board of Directors of the
Company has framed the "Whistle Blower Policy" as the vigil mechanism for
Directors and employees of the Company.
23. MANAGEMENT DISCUSSION & ANALYSIS:
A detailed analysis on the performance of the industry, the company, internal
control systems, risk management are enumerated in the Management Discussion and Analysis
Report forming part of this report and annexed as Annexure "B".
24. CORPORATE GOVERNANCE REPORT:
Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, does not apply to your Company, as the Company's share capital and net worth is
below the threshold limit prescribed under the said Regulation. Hence, the report on
Corporate Governance is not provided.
25. CODE OF CONDUCT:
As prescribed under SEBI (LODR) Regulations, 2015, a declaration signed by Managing
Director affirming compliance with the Code of Conduct by the Directors and senior
management personnel of the Company for the financial year 2024-25 is given in Annexure
"C" .
26. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:
The Company has not entered into transaction with the related parties u/s 188 of the
Act, during the year under review.
27. ANNUAL RETURN:
The annual return is available for inspection of the members at the registered
office of the Company.
28. RISK MANAGEMENT:
Your company has developed and implemented a Risk Management Policy which includes
identification of elements of risk, if any, which in the opinion of the Board, may
threaten the existence of the Company.
29. DETAILS TO BE DISCLOSED UNDER RULE 5(2) OF THE COMPANIES (APPOINTMENT AND
REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:
None of the employees draws remuneration of Rs. 8,50,000/- or above per month and
Rs.1,02,00,000/- or above per annum. Hence, details of the employees of the Company as
required pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is not furnished.
Having regard to the provisions of Section 136(1) read with its relevant proviso of
the Companies Act, 2013, the disclosure 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, forming part
of the Annual Report, is available for inspection at the registered office of the company
during working hours. Any member interested in obtaining such information may write to the
Company and the same will be furnished without any fee.
30. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END
OF THE FINANCIAL YEAR: Not Applicable
31. 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 ALONG WITH THE REASONS THEREOF: Not Applicable
32. SEXUAL HARRASMENT OF WOMEN AT WORKPLACE:
The Company has zero tolerance towards sexual harassment at the workplace.
As per the notification of Ministry of Corporate affairs effective from July 14,
2025, the following disclosure is also being made: a. Number of sexual harassment
complaints received - NIL b. Number of complaints disposed of - NIL c. Number of cases
pending for more than 90 days NIL
33. MATERNITY BENEFIT COMPLIANCE:
Pursuant to the provisions of Rule 8(5)(xiii) of the Companies (Accounts) Rules,
2014, the Company hereby confirms that it has complied with the provisions of the
Maternity Benefit Act, 1961.
34. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN
EXCHANGE EARNINGS AND OUTGO:
The Company is taking utmost care for the Conservation of Energy. The Company has no
activity in relation to Technology absorption. The company has no foreign exchange outgo
or inflow.
35. SECRETARIAL STANDARDS:
The Company has complied with the applicable Secretarial Standards viz., SS-1 on
Meetings of Board of Directors and SS-2 on General Meetings issued by Institute of Company
Secretaries of India as per Section 118(10) of the Companies Act, 2013.
36. ACKNOWLEDGEMENT:
Your Directors take this opportunity to thank the customers, suppliers, bankers,
business partners / associates, financial institutions and various regulatory authorities
for their consistent support / encouragement to the Company. Your Directors would also
like to thank the Members for reposing their confidence and faith in the Company and its
Management.
|
|
By Order of the Board |
|
For GYAN DEVELOPERS AND BUILDERS LIMITED |
| Place: Chennai |
|
|
| Date: 11.08.2025 |
|
|
|
Sd/- |
Sd/- |
|
T. Ashok Raj |
Sunita Mahendar Raj |
|
Managing Director |
Director |
|
DIN: 00575471 |
DIN: 01751554 |
|