Your Director's are pleased to present the 34th Annual Report covering the operational and financialperformance of your Company along with the Audited Financial Statements for the financial year endedMarch 31, 2025.
The Financial Results for the year under review are given below:
(Rs. In Lacs)
Particulars
Year ended31.03.2025
Year ended31.03.2024
Total Income
18.38
18.74
Profit before tax
7.41
6.52
Less : Provision for Taxation
Current Tax
2.00
1.38
Deferred Tax
(0.74)
0.99
Profit after tax
6 .15
4.35
The Total Income for the financial year under review is Rs. 18.38 Lacs against Rs. 18.74 Lacs in previousyear. During the year, the Company has earned Profit after Tax of Rs.6.15 Lacs in comparison to theprevious year Profit after Tax of Rs. 4.35 Lacs. The directors are hopeful for better performance in theensuing years.
The Company is engaged in the business of Trading of Coal. There has been no Change in the nature ofthe business of the Company during the financial year ended on 31st March, 2025.
In order to strengthen the financial position of the company the Board of Directors have decided not torecommend any dividend for the Financial Year ended 31st March, 2025 and plough back the profits ofthe company in its business.
The company does not propose to transfer any amount to reserve.
The Company maintains a website www.paQariaenerav.com
In accordance with the articles of the Company and the provisions of the Companies Act, 2013, Mr. BijayBhagat, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offerhimself for re-appointment on the Board of your Company. Your directors recommend his re¬appointment.
Based on the recommendation of the Nomination & Remuneration Committee, the Board has appointedMr. Arpan Singha Roy (DIN: 10983936), as an additional Director of the Company w.e.f. 10th May, 2025.Further, he was also designated as the Managing Director of the Company by the Board in its meetingheld on 15th July, 2025 subject to approval of the shareholders in the ensuing Annual General Meetingof the Company.
The Board also appointed Mr. Sukumar Sarkar (DIN: 10983937), as a Non-Executive IndependentDirector of the Company for a period of 5 years, w.e.f. 10th May, 2025 till 10th May, 2030 subject toapproval of the shareholders in the ensuing Annual General Meeting of the Company.
The Board has also appointed Mr. Bijay Bhagat (DIN: 11193298), as a Non-Executive Director of theCompany w.e.f. 15th July, 2025 subject to approval of the shareholders in the ensuing Annual GeneralMeeting of the Company.
Appropriate resolutions seeking the re-appointment of directors and requisite details as per Section 102of the Companies Act, 2013 is appearing in the Notice convening the ensuing Annual General Meetingof the Company. The Board recommends the same for your approval.
Mr. Dibbyendu Jana has resigned from the Board of the Company w.e.f. 10th May, 2025.
Mr. Hanumanmal Bengani has also resigned from the post of the Managing Director of the Companyw.e.f. 15th July, 2025.
Mr. Kartik Sarkar has also resigned from the Board of the Company w.e.f. 15th July, 2025.
The Board of Directors duly met 4 times during financial year 2024-25. The date on which meetings wereheld are as follows: 29th May,2024; 12th August 2024; 11th November, 2024; and 13th February, 2025.
The Composition and terms of reference of the Audit Committee has been furnished in the CorporateGovernance Report forming part of this Annual Report. There has been no instance where the Board hasnot accepted the recommendations of the Audit Committee.
The Company has received necessary declaration from each Independent Director under Section 149(7)of the Companies Act, 2013, that he / she meets the criteria of independence laid down in Section 149(6)
of the Companies Act, 2013 and Regulation 16(1)(b) and the Regulation 25 of the SEBI (LODR)Regulations, 2015. The declarations were noted by the Board at its meeting held on 30 May, 2025. TheIndependent Directors of your Company have confirmed that they are independent of management andare not aware of any circumstance or situation, which could impair or impact their ability to dischargeduties with an objective independent judgement and without any external influence. They have alsoconfirmed that they are not debarred to hold the office of Independent Director pursuant to any orderof SEBI or any other authority. Necessary confirmations were also taken from the afore-mentionedIndependent Directors in compliance with Rule 6 Sub Rule 3 of the Companies (Appointment andQualification of Directors) Amendment Rules, 2014 as amended thereto.
ANNUAL EVALUATION OF BOARD'S PERFORMANCE
The Company has devised a formal process for annual evaluation of performance of the Board, itsCommittees and Individual Directors ("Performance Evaluation") which include criteria for performanceevaluation of non-executive directors and executive directors as laid down by the Nomination andRemuneration Committee and the Board of Directors of the Company.
The evaluation of the Board, its Chairman, individual directors, and Committees of the Board wasundertaken in compliance with the provisions of Section 134(3)(p) of the Companies Act, 2013 read withSEBI (LODR), Regulations 2015.
According to Regulation 25(3) of SEBI (LODR) Regulations, 2015 and Schedule IV of the Companies Act,2013, a meeting of the Independent Directors was held on 20th December, 2024, to review theperformance of the Non- Independent Directors, Chairman and the Board as a whole.
In the Board meeting held dated, 30th May, 2025, the performance of the Board, its committees andindividual Directors was also discussed. Performance evaluation of Independent Directors was done bythe entire Board, excluding the Independent Director being evaluated.
Your Company is listed with Delhi Stock Exchange and Bombay Stock Exchange. The Company is regularto pay the listing fees.
The Company does not have any subsidiary/associate/joint venture company for the year ended31st March, 2025.
The Statutory Auditors of the Company M/s Manish Mahavir & Co., Chartered Accountants (FirmRegistration No. 324355E) was appointed in the 32nd Annual General Meeting (AGM) held on 29thSeptember, 2023 for a term of five consecutive years from the conclusion of the 32nd Annual GeneralMeeting till the conclusion of the 37th Annual General Meeting as per the provisions of Section 139 ofthe Companies Act.
The observations of the Auditors as referred to in the Auditor's Report are suitably explained in thenotes to the account.
The Board of Directors of the Company had appointed M/s. M R & Associates, a firm of CompanySecretaries pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014 for undertaking the secretarialaudit of the company for the financial year ended 2024-25. The Secretarial Audit Report in Form MR-3given by the Secretarial Auditor is given in Annexure I which forms a part of this report.
The Company prepares its accounts and other financial statements in accordance with the relevantaccounting principles and complies with the accounting standards issued by the Institute of CharteredAccountants of India.
In accordance with the SEBI (LODR) Regulation, 2015, the Corporate Governance Report and Auditor'sCertificate regarding compliance of conditions of Corporate Governance is annexed hereto.
Your Company is committed to provide and promote safe, healthy, and congenial atmosphereirrespective of gender, caste, creed, or social class of the employees. No cases have been filed under theAct as the Company is keeping the working environment healthy.
Pursuant to Section 134 of the Companies Act, 2 0 1 3, the Board of Directors of the Company herebystate and confirm that
I. In the preparation of the annual accounts for the year ended March 31, 2025, the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures.
II. The directors have selected such accounting policies and applied then consistently and madejudgments and estimates that are reasonable and prudent, to give a true and fair view of the state ofaffairs of the Company at the end of the financial year 31st March, 2025 and of the Profit of theCompany for the year ended on that date.
III. The directors have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of those Acts for safeguarding the assets of the company andfor preventing and detecting fraud and other irregularities.
V. The annual accounts have prepared on a going concern basis.
V. The Directors have laid down internal financial controls to be followed by the company and thatsuch internal financial controls are adequate and are operating effectively; and
VI. The Directors have devised proper systems to ensure compliance with the provisions of all
applicable Laws and that such systems are adequate and operating effectively.
During the year, your Company has not accepted any deposits from the public within the meaning ofSection 73 of the Companies Act, 2013 and the rule made there under.
The Company has not given any loans, guarantees or made any investments exceeding sixty per cent ofits paid-up share capital, and free reserves including Securities Premium Account or one hundred percent of its free reserves including securities premium Account, which is more, as prescribed in Section186 of the Companies Act, 2013.
No material changes and commitments affecting the financial position of the Company occurredbetween the end of the financial year to which this financial statement relates and the date of thisreport.
During the financial year ended 31st March, 2025, the Company has not entered in to any transactionswith the related party in accordance with section 188 of the Companies Act, 2013. Therefore, therequirement of disclosure is not required to be made to the related party transaction in Form AOC-2.
None of the employees of the Company was in receipt of remuneration exceeding the limitsprescribed under section 134 of the Companies Act, 2013.
The Company has in place adequate internal financial controls with reference to financial statements.During the year under review, such controls were tested and no reportable material weakness in thedesign or operation was observed.
As required under Section 134(3) (m) of the Companies Act, 2013, read with rules made there under,the information relating Conservation of Energy Technology Absorption and Foreign Exchange Earning& Outgo is given in Annexure II. This forms a part of this Report.
No significant and material order has been passed by the regulators, courts, tribunals impacting thegoing concern status and Company's operations in future.
The Company is not required to maintain any cost records as specified by the Central Governmentunder sub-section (1) of section 148 of Companies Act, 2013.
Your directors would like to place on record their appreciation for the assistance, co-operation andwhole-hearted support received from Company's bankers, advisors, customers, and investors and all,whose continued support has been a source of strength to the Company. Your directors place onrecords their appreciation for the valuable contribution made by employees at all levels.
Place: Delhi Managing Director