To the Members of
Bhagyanagar Properties Limited
The Directors have pleasure in presenting the 17th Annual Report of your Company and
the Audited financial statements for the financial year ended 31st March, 2023 together
with Auditors' Report thereon.
FINANCIAL RESULTS:
The standalone and consolidated performance of the Company during the year is
summarized below:
(Amount Rs in lakhs)
| Particulars |
Standalone |
Consolidated |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
| Sales and other Income |
526.64 |
147.02 |
1363.07 |
999.84 |
| EBIDTA |
390.04 |
0.10 |
948.60 |
580.81 |
| LESS : |
|
|
|
|
| Depreciation |
11.82 |
12.30 |
19.67 |
18.72 |
| Interest and Finance charges |
2.36 |
1.33 |
164.19 |
161.52 |
| Profit Before Taxation |
375.86 |
(13.53) |
764.74 |
400.57 |
| Provision for Taxation: Current Tax |
16.09 |
- |
81.25 |
90.54 |
| Deferred Tax Liability/(Assets) |
- |
- |
- |
- |
| MAT Credit Entitlement |
- |
- |
- |
- |
| Taxes for earlier years |
1.24 |
- |
1.24 |
(69.03) |
| Profit after Tax |
358.53 |
(13.53) |
682.25 |
379.05 |
| Add: Other Comprehensive Income |
- |
- |
- |
- |
| Total Comprehensive Income |
358.53 |
(13.53) |
682.25 |
379.05 |
| Less: Minority Interest (Current year's Profit/(loss)) |
- |
- |
73.19 |
79.48 |
| Surplus brought forward from previous year |
1540.91 |
1554.43 |
2258.21 |
1970.99 |
| Add: MAT credit of earlier years |
- |
- |
- |
- |
| Less: Profit / (Loss) of earlier years on acquisition of subsidiaries |
- |
- |
- |
(12.35) |
| Balance available for appropriation |
1899.44 |
1540.91 |
2867.27 |
2258.21 |
| APPROPRIATION: |
|
|
|
|
| Balance c/f to Balance Sheet |
1899.44 |
1540.91 |
2867.27 |
2258.21 |
PERFORMANCE AND OPERATIONS:
During the year 2022-23, the Company's consolidated revenue from operations and other
income stood at Rs. 1363.07 lakhs, EBIDTA is Rs. 948.60 lakhs and Profit after Tax (PAT)
is Rs. 682.25 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 Government of Telangana vide G.O.Ms. No.69, dated 12th April, 2022 has revoked
GO-111 that prevented big constructions and industries in the 10 km radius of two
Nizam-era water reservoirs, Osman Sagar and Himayat Sagar, and its catchment on the city's
outskirts. With the lifting of GO-111, Govt. of Telangana has unlocked as much as 1.32
lakh acres across 84 villages adjoining Hyderabad for potential growth and to strengthen
the real estate market which is an immense value addition to the Company.
DELISTING OF EQUITY SHARES OF THE COMPANY:
The Board of Directors of your Company, on the request made by Promoter Acquirers, at
the meeting held on 25th April, 2022 decided to initiate the delisting of equity shares of
the Company from BSE Ltd. (BSE) and National Stock Exchange Ltd. (NSE). On 28th May, 2022,
a Special Resolution to effect the same was also passed by the requisite majority of the
shareholders by way of postal ballot.
The Promoter Acquirers have acquired 5076773 equity shares of Rs. 2/- each constituting
15.87% of the paid-up equity share capital of the Company, at a price of Rs. 42.25/- per
equity share being the price determined during the reverse bookbuilding process under the
Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021
("Delisting Regulations"), taking the promoters total shareholding to 90.87% of
the paid-up equity share capital of the Company. Pursuant to notice number 20221128-10 of
BSE dated November 28, 2022 ("BSE Final Delisting Approval"), and notice number
NSE/ ENF/DELIST/APPL1433/2022 of NSE dated November 28, 2022 ("NSE Final Delisting
Approval"), the Equity Shares of the Company (NSE Security Symbol:-BHAGYAPROP ) and
(BSE Security Symbol:-540621) was discontinued from trading w.e.f. December 12, 2022
("BSE Date of Discontinuance of Trading") and ("NSE Date of Discontinuance
of Trading") and the above referred security symbol was delisted from BSE with effect
from December 19, 2022 ("BSE Date of Delisting") and NSE with effect from
December 19, 2022 ("NSE Date of Delisting"). The Delisting Exit Offer Window
under the Delisting Regulations was opened on 19th December, 2022 which is scheduled to
close on 18th December, 2023. During the Delisting Exit Offer Window Period, the
residual/remaining shareholders can tender their equity shares at the Exit Price of Rs.
42.25/- per equity share on the terms and conditions set-out in the Exit Offer Letter sent
to the residual shareholders. The Promoter Acquirers acquired 5,13,866 equity shares of
face value of Rs. 2/- each till 31st March, 2023, constituting 1.60 % of the paid-up
equity share capital under the Exit Offer at a price of Rs. 42.25- per equity share
(during the period from December 19, 2022 to March 31,2023) taking the promoters total
shareholding to 92.47% of the paid-up equity share capital of the Company.
SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES:
Your Company has the following two subsidiaries and one step-down subsidiary as on
31.03.2023. 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 |
| 2. |
Metropolitan Ventures India Limited |
Wholly Owned Subsidiary |
| 3. |
Hyderabad Solar Private Limited (100% Subsidiary of Scientia Infocom Pvt Ltd) |
Step down 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 the 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, 2023
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, 2023 was Rs. 6,3990,000/- 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 has not recommended for transfer of any amount to
the General Reserve for the financial year ended 31 st March, 2023.
DIVIDEND:
During the Financial year under review, your Board of Directors has not proposed any
dividend to the shareholders of the company.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Since the Company got delisted on 19th of December 2022, this is not applicable on the
Company.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
During the year 2022-23, 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.
Corporate Social Responsibility reflects the strong commitment of the Company to improve
the quality of life of the workforce and their families and also the community and society
at large. The Company considers social responsibility as an integral part of its business
activities.
The CSR activities of the Surana Group are guided by the vision and philosophy of its
founding father, Shri 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, providing of medical facilities and care for the environment.
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 31st
March, 2023, 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 31st March, 2023 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
31st March, 2023 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.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
The Independent Directors during the year have submitted the declaration of
independence, as required pursuant to subsection (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.
PARTICULARS OF LOANS, GUARANTEES OR SECURITIES OR INVESTMENTS:
The details of Loans, Guarantees, Securities and Investments made during the financial
year ended 3151 March, 2023 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 Board for their approval, wherever required. Prior omnibus approval 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 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-N" to this Report.
AUDIT COMMITTEE:
During the Financial Year 2022-23 the Audit Committee comprises 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.
Further as the Company was delisted on 19th of December 2022, and thereafter is not
falling under the criteria to continue the constitution of the Audit Committee, the Board
of Directors proposed to be dissolved the same and the Audit Committee was dissolved on
17th of March 2023.
During the year under review, four Audit Committee meetings were held on:
| 02.05.2022 |
23.07.2022 |
31.10.2022 |
12.02.2023 |
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.
NOMINATION AND REMUNERATION COMMITTEE:
During the Financial Year 2022-23 the Nomination and Remuneration Committee comprises
of Shri Srinagesh Boorugu (Independent Director) as Chairman, Shri N. Krupakar Reddy
(Independent Director) and Shri Narender Surana (Director) of the company.
Further as the Company was delisted on 19th of December 2022, and thereafter is not
falling under the criteria to continue the constitution of the Nomination and Remuneration
Committee, the Board of Directors proposed to be dissolved the same and the Nomination and
Remuneration Committee was dissolved on 17th of March 2023.
During the year under review, the Nomination and Remuneration Committee met (two) times
i.e.29th of January 2022 and 12th of February, 2023.
STAKEHOLDERS RELATIONSHIP COMMITTEE:
(a) Brief description of terms of reference:
The Stakeholders Relationship Committee oversees and reviews all matters connected with
the share transfers and also looks into redressing of shareholders complaints like
transfer of shares, non-receipt of annual report/dividends etc. The committee oversees the
performance of the Registrar of Transfer Agents and recommends measures for overall
improvement in the quality of investor services.Email-id for Investor Grievances:
investorservices_bpl@ surana.com or cs@surana.com.
Details of Investor Complaints received and redressed during the year 2022-23 are as
follows:
| Opening Balance |
Received During the year |
Resolved During the year |
Closing Balance |
| 0 |
2 |
2 |
0 |
No complaint was pending as on 31 March, 2023.
The composition of the members during the financial year 2022-23 are as under:
| Sl. No |
NAME OF THE MEMBER |
DESIGNATION |
| 1 |
*N.Krupakar Reddy |
Chairman (Independent Director) |
| 2 |
Narender Surana |
Member (Non-Executive Director) |
| 3 |
Devendra Surana |
Member (Executive Director) |
* Resigned w.e.f. 17.03.2023
During the year under review, the Stakeholder Relationship Committee was reconstituted
on 17.03.2023 with the appointment of Shri Manish Surana, Director as Chairman of the
Committee in place of Shri N. Krupakar Reddy, who Resigned on 17th March, 2023.
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 31st March, 2023 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.
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:
Pursuant to the provisions of Section 203 of the Companies Act, 2013, as on 31st March,
2023, 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.
Shri Devendra Surana, Director of the Company will retire by rotation at this Annual
General Meeting and being eligible, offers himself for re-appointment.
During the year the following changes has taken place in the Board
| Sr No. |
Name of the director |
Designation |
Resigned |
| 1 |
Shresha Surana |
CFO |
w.e.f 17th March 2023 |
| 2 |
N Krupakar Reddy |
Independent Director |
w.e.f 17th March 2023 |
| 3 |
Srinagesh Boorugu |
Independent Director |
w.e.f 17th March 2023 |
| 4 |
Sanjana Jain |
Independent Director |
w.e.f 17th March 2023 |
| 5 |
Sonal Jaju |
Company Secretary |
w.e.f 3rd November 2022 |
The brief particulars of Directors seeking appointment/re-appointment at this Annual
General Meeting are being annexed to the Notice.
MEETINGS OF THE BOARD:
During the financial year under review, 7 (SEVEN) Board Meetings were convened and
held. 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.
| 25-04-2022 |
02-05-2022 |
23-07-2022 |
29-09-2022 |
31-10-2022 |
12-02-2023 |
17-03-2023 |
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
STATUTORY AUDITORS AND AUDITORS REPORT:
The Members in their 16th Annual General meeting has reappointed M/s. Luharuka &
Associates, Chartered Accountants, (Firm Registration No. 01882S) as Statutory Auditors of
the Company to hold office for a period of up to 5 (Five) years i.e. till the conclusion
of the 21st AGM of the Company .
The Report given by M/s. Luharuka & Associates, Chartered Accountants on the
financial statements of the Company for the year ended 31st March, 2023 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.
MAINTENANCE OF COST RECORDS:
The provisions pertaining to maintenance of cost records as specified by the Central
Government under subsection (1) of section 148 of the Companies Act, 2013, are not
applicable to the Company.
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
31st 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 2022-23.
The Report of the Secretarial Auditor for the financial year 2022-23 is annexed to this
report as Annexure-III. 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 year 2022-23 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 IV.
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:
Since the Company is now delisted, this is not applicable on the Company.
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 been 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 a 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 Officer, Company Secretary or Manager, if any, in the financial year;
| Name of Person |
% increase/decrease in remuneration |
| Mr. Devendra Surana, Whole-Time Director |
0.00 |
| *Ms. Shresha Surana, CFO |
0.00 |
| **Ms. Sonal Jaju, Company Secretary |
NA |
* Resigned w.e.f. 17.03.2023.
** Resigned w.e.f. 03.11.2022.
(iii) The percentage increase in the median remuneration of employees in the financial
year: 8.03%.
(iv) There were 18 permanent employees on the rolls of the company as on 31st March,
2023.
(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 2022-23 was 9.72%. 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 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 Department monitors and evaluates the efficacy and adequacy of
internal control system in the Company, its compliance with operating systems, accounting
procedures and policies at all locations of the Company and its subsidiaries.
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 by 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 INSTITUTION:
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 31st March, 2023 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 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 |
|
|
NARENDERSURANA |
DEVENDRA SURANA |
| Place: Secunderabad |
DIRECTOR |
WHOLE-TIME DIRECTOR |
| Date: 29.08.2023 |
DIN-00075086 |
DIN-00077296 |
|