The Directors have pleasure in submitting their 32nd Annual Report together with the Company’s Audited FinancialStatements for the financial year ended March 31, 2024
During the period under review, There is no change in the nature of business and no operating activity was taken placedue to Insolvency and Bankruptcy Code 2016 for liquidation and a petition under Sec.9 of Indian Bankruptcy Code, 2016at National Company Law Tribunal, Hyderabad.
Applied on original NCLT order, mentioned 100% extinguishment of existing shareholding and issue of 300000 shares tosuccessful resolution applicants. However BSE, raised observation on minimum 5% public shareholding as per SEBI(ICDR) Regulations. The Company filed IA for Change in NCLT order as per BSE direction.The Hon’ble NCLT issuedrevised order to accommodate minimum 5% public shareholding.Revised number of shares are 3,23,422 as per theHon,ble NCLT order.
Since the company is incurring losses, the members expresses his inability to recommend any dividend for the financialyear 2023 - 2024. Also, during the period under review, profits were not appropriated to any reserves.
No changes in capital structure
As on March 31, 2023, the Company has no subsidiary companies.
Company has not accepted any deposits from the public within the meaning of Chapter V of the Act and as such, noamount of principal or interest was outstanding as on the balance sheet date.
A Separate report on Corporate Governance Report and Management Discussion and Analysis as required by Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ["SEBI (LODR),2015"] forms part of this Annual Report along with the required Certificate from the Statutory Auditors of the Companyconfirming the compliance of requirements of Corporate Governance as stipulated in the SEBI (LODR) Regulations,2015.
S. No.
Name
Designation
DIN
1.
SIVAJI GOPALAM
Non-Executive Director
08458673
2.
GANESH AMIRINENI
08564294
3.
G.NARSI REDDY
Executive Director
09482406
The Independent Directors of your Company have submitted declaration confirming that they meet the criteria ofindependence as laid down under Section 149(6) of the Act and Regulation16(1)(b) of the Listing Regulations
The Company has formulated a Familiarization Program for Independent Directors with an aim to familiarize theIndependent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry inwhich the Company operates, business model of the Company etc., to provide them with better understanding of thebusiness and operations of the Company and so as to enable them to contribute significantly to the Company.
None of the employees has received remuneration exceeding the limit as stated in rule 5 (2) of the Companies(Appointment and remuneration of Managerial Personnel) Rules 2014.
During the year Four (6) Board Meetings and Five (5) Audit Committee Meetings were convened and held at theregistered office of the Company. The details of which are given in the Corporate Governance Report. The InterveningGap between the meetings was within the period prescribed under the Companies Act,2013
Pursuant to section 178 (2) of the Companies Act,2013 the Nomination and Remuneration Committee has evaluated theperformance of individual directors in its duly convened meeting. Pursuant to section 134(3)(p) of the CompaniesAct,2013 and Regulation 4(2)(f)(ii)(9) of the SEBI (LODR)(Erstwhile Clause 49 of the Listing Agreement), the Board hascarried out an annual performance evaluation of its own performance, the directors individually as well as the evaluationof the working of its Audit, Nomination & Remuneration and Compliance Committees. The manner in which theevaluation has been carried out has been explained in the Corporate Governance Report.
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection andappointment of Directors, Senior Management and their remuneration. Remuneration policy is stated in the CorporateGovernance Report.
M/s V Ravi & Co, Chartered Accountants (FRN No. 0006492S) is the present statutory auditors of the Company fromconclusion of 28th annual general meeting till conclusion of 33rd Annual general meeting of the Company.
The Auditors’ Report contains qualifications. Notes to Accounts and Auditors remarks in their report are self-explanatoryand do not call for any further comments.
In terms of Section 204 of the Act and Rules made there under, M/s. VCSR & ASSOCIATES., Practicing CompanySecretaries, have been appointed as Secretarial Auditors of the Company. The report of the Secretarial Auditors isenclosed as Annexure II to this report. The report is self-explanatory and do not call for any further comments.
A statement indicating development and implementation of a risk management policy for the Company includingidentification therein of elements of risk, if any, this in the opinion of the Board may threaten the existence of thecompany.
As required pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management andAdministration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report is annexed asAnnexure I.
20. Material changes and commitments, if any, affecting the financial position of the company which haveoccurred between the end of the financial year of the company to which the financial statements relate and thedate of the report
No material changed for the period 2023-24
During the period under review, the company has not accepted any deposits as envisaged under Section 74 and 76 andCompanies (Acceptance of Deposits) Rules, 2014.
During the period under review, the company has not given any loans, guarantees but has made investments as envisagedunder Section 186 of Companies Act, 2013.
There are no related party transactions in the Company during the year
The Compliance certificate from the auditors regarding compliance of conditions of corporate governance as stipulated inRegulation 27 of SEBI (Listing Obligations and Disclosure Requirement), Regulations, 2015 (Erstwhile Clause 49 of theListing Agreement) is annexed with the report.
The Management Discussion and Analysis forming part of this Annual Report has been discussed elsewhere in theReport.
In terms of the provisions of Section 134 of the Companies Act, 2013, read with the Companies Rules as amended, thenames and other particulars of the employees are set out in the Directors’ Report. However, as per the provisions ofSection 219 (b) (IV) of the said Act read with Regulation 36 of Listing Obligations and Disclosure Requirements, 2015(Erstwhile Clause 32 of the Listing Agreement), the Annual Report excluding the aforesaid information is being sent to allthe members of the Company and others entitled thereto. Any member interested in obtaining such particulars may writeto the Company at the registered office of the Company.
In order to prevent sexual harassment of women at work place a new act the Sexual Harassment of Women at Workplace(Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9thDecember, 2013. Under the said Act everycompany is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment atworkplace of any women employee.
The Final charter of policy for prevention of Sexual Harassment of Women at workplace is yet to be adopted.
As per section 134 (3) (m) of the Companies Act, 2013 the details of conservation of energy, technology absorption,foreign exchange earnings and outgo are as follows
(a) Energy, technology absorption: Nil
(b) Foreign exchange earnings: Nil
(c) Foreign exchange Outgo: Nil
Corporate Social Responsibility (CSR) is not applicable to the company as the threshold as mentioned in the provisionsCompanies Act, 2013 is not applicable to our Company.
Your Company has a Vigil Mechanism in place as required under Section 177 of the Act and the SEBI (LODR)Regulations, 2015 and SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018. The mechanism providesfor adequate safeguards against victimization of persons who use such mechanism and make employees. aware of suchpolicy to enable employees to report instances of leak of unpublished price sensitive information and make provisions fordirect access to the Chairman of the Audit Committee.
The Directors’ Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act,2013, shall state that—
(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with properexplanation relating to material departures.
(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimatesthat are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end ofthe financial year and of the profit and loss of the company for that period;
(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordancewith the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud andother irregularities.
(d) The directors had prepared the annual accounts on a going concern basis; and
(e) The directors had laid down internal financial controls to be followed by the company and that such internal financialcontrols are adequate and were operating effectively.
(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and thatsuch systems were adequate and operating effectively.
The Company confirms that it has not paid the Annual Listing Fees for the year 2022-2023 to BSE Limited, where theCompany’s Shares are listed. The trading in the equity shares is suspended in BSE Limited due to non-payment of listingfee.
Directors take this opportunity to express their gratitude for the valuable support extended by the customers, banks,financial institutions, investors, business associates, central & state government authorities. Your Directors also appreciatethe employees at all levels for their continued support to the Company. Your Directors believe that with the whole heartedsupport of employees, stakeholders, bankers and our valuable customers, we will continuously excel in the path of successand growth.
G. Narsi Reddy G. Narsi Reddy
Director Director
(DIN: 09482406) (DIN: 09482406)
Date: 29.05.2024 Date: 29.05.2024
Place: Hyderabad Place: Hyderabad