The Directors have the pleasure in presenting the 66th Annual Report on the Business and Operations ofyour Company and the Audited Financial Statements for the year ended 31st March, 2024.
The Company's financial performance for the year ended March 31, 2024 is summarized below.
Particular
2023-24(Amt in INR)
2022-2023(Amt in INR)
Total Income
2,616,463
14,09,000
Depreciation
1,32,536
1,32,900
Other Expenses
11,27,828
23,51,692
Total Expenses
17,19,464
59,72,592
Profit before Tax
869,999
(45,64,000)
Tax Expense:
(14,000)
-
Profit after Tax
9,10,677
(45,63,132)
As a part of diversification plan, the management has enter into the business of trading for all kinds ofcrops, Grains, pulses, spices, dry fruits, other edible products, plantation of trees of all types andproduction of all kinds of organic food products, fruits, vegetables, dairy, forestry, agricultural,horticulture, tea, coffee, rubber, mineral, cotton, silk, cereals, cotton - silk, vetiveria, wood, lac culture,timber, fuel, floriculture, bee keeping, fodder raising, seeding and manufacturing, trading, processingof agriculture products and allied activities. In order to implement the same, approval of theshareholders had been accorded by way of special resolution at the 65th Annual General Meeting ofthe Company, held on 30th September, 2023.
In the financial year 2023-2024, the Company has earned a profit of INR. 869,999/- on standalone basisas compared to loss of INR. 45,64,000/- during the previous financial year 2022-2023.
Earlier, the Company was dealing with trading and distribution of steel chains & chemicals and duringthe reporting period, the Company changed the nature of business and is now dealing with trading forall kinds of crops, Grains, pulses, spices, dry fruits, other edible products. The Company had Change its
Object Clause which is approved by Shareholder of the Companys as on 65th AGM held on 30thSeptember,2023.
During the Financial Year 2023-2024
a) The Company has not issued any equity shares with differential rights.
b) The Company has not issued any Sweat Equity Shares.
c) Issue of Employee Stock Options: The Company has not issued any Employee Stock Options.
d) The Company has not raised any Funds in any manner.
The Board of Directors at their meeting held on 04th September, 2023 had approved the sub-divisionof equity shares, further approved by the shareholders at the 65th Annual General Meeting, such thatequity shares having face value of Rs. 100/- (Rupees Hundred only) fully paid-up, have been sub¬divided into equity shares having face value of Rs. 10/- (Rupees Ten only) each, fully paid-up, rankingparipassu with each other in all respects, the record date for the same was fixed as 03-01-2024. Witheffect from the aforesaid record date, the face value of the shares (issued, subscribed & paid up) hasbeen be INR. 10/- each. New ISIN INE359D01024 has been allotted to the Company for shares havingface value Rs. 10/-.
The Board of Directors does not propose to declare any Dividend for the Financial Year 2023-24.
No amounts were transferred to any reserves.
During the financial year ended 31st March 2024, Six (06) Meeting of the Board of Director were held.Dates of the meetings - 30.05.2023, 14.08.2023, 04.09.2023, 11.11.2023, 14.02.2023, 14.03.2024.
Sr.
Name of Director
Number of Meeting during the financial year
No
2023-2024
Entitled to attend
Attend
1.
Mr. Vishal Thakkar
6
2.
Mrs. Bhavika Thakkar
3.
Mr. Nagesh Tiwari
1
4.
Mr. Balkrishna Jhunjhunwala
5.
Mr. Ashok Jain
5
Based on the the framework of internal financial control and Compliance system established andmaintained by the Company, work performed by the respective auditors and audit of internal financial
control over financial reporting by the Statutory Auditor and the reviews performed by themanagement / Board. The Board is of the opinion that the Company's internal financial control wereadequate and effective during the financial year ended 31st March 2024.
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of directors, to the best of theirknowledge and ability, confirm that:
(a) In the preparation of the annual accounts, the applicable accounting standards had been followedalong with proper explanation relating to material departures;
(b) The Directors had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company at the end of the financial year and of the profit and loss ofthe company for that period;
(c) The Directors had taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets ofthe company and for preventing and detecting fraud and other irregularities;
(d) The Directors had prepared the annual accounts on a going concern basis; and
(e) The Directors, in the case of a listed company, had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively.
(f) The Directors had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
9. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OFSECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRALGOVERNMENT;]
There is no reporting made by the Auditor of the Company's, with respect to the Fraud for thefinancial year 2023-2024.
Following changes have taken place in the Board of Director's and KMP's of the Companyduring the reporting financial year:
• Mr. Vishal Thakkar (DIN 09798551) and Mrs. Bhavika Thakkar (DIN 09854905) had beenappointed as additional Directors w.e.f. 06.02.2023 by the Board of Directors in terms of Section161 of the Companies Act, 2013 to hold the office till 65th Annual General Meeting. Further, Mr.Vishal Thakkar (DIN 09798551) has also been designated as Managing Director and Chief
Financial Officer W.e.f May 30th 2023 for the tenure of three years till 29th May 2026 by the Boardand Shareholders respectively.
• Mr. Ashok Jain (DIN. 08470448) was appointed as Additional (Non-Executive) IndependentDirector in terms of section 149, 150, 152, 161 other applicable provision if any, of the CompaniesAct, 2013 the appointments of Mr. Ashok Jain as Independent Director for a term of five yearcommencing from 11th August, 2023 upto 10th August, 2028 by the Board and Shareholder's.
• Post closure of financial year, Mr. Jaynish Kothari (DIN -00281312) was appointed as AdditionalNon-Executive Independent Director at the Board Meeting held on 24th June 2024, as per thesection 149, 150, 152, 161,197 and other applicable provisions of the Companies Act, 2013 theappointment of Mr. Jaynish Kothari as Independent Director for the term of 5 (Five) years,commencing from 24th June, 2024 upto 23rd June, 2029 subject to approval of Shareholders.
• Mr. Nagesh Tiwari (DIN 08177098) resigned as Non-Executive Independent Director in terms ofw.e.f 31.05.2023
• Mr. Balkrishna Jhunjhunwala (DIN 00776395) resigned as Non-Executive Independent Director interms of w.e.f 31.05.2023.
• The Board proposes to the shareholders for the appointement of Mr. Jaynish Kothari (DIN -00281312) was has been appointed as Additional (Non-Executive) Independent Director in termsof section 149, 161 of the Companies Act, 2013 for the term of 5 (Five) financial years, at theupcoming Annual General Meeting.
• The Board proposes for the appointements of Mrs. Bhavika Thakkar (DIN:09854905), who is liableto retire by rotation at the 66th Annual General Meeting of the Company and being eligible, shehas offered herself for re- appointments. The Board recommends her re-appointment to themember of the Company.
The Company has received necessary declaration from Mr. Ashok Jain and Mr. Jaynish Kotahri w.e.f24th June, 2024 (appointed post closure of reporting period) Independent Directors of the Companyunder Section 149(7) of the Companies Act, 2013. Further, the Independent Directors meet thecriteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation16(1 )(b) SEBI (LODR) Regulations, 2015.
The Independent Directors of the Company have held their meeting during the year on 04th May,2023 without the presence of Non-Independent Directors and members of the management toreview the performance of Non- Independent Directors and the Board of Directors as a whole. All theIndependent Directors were present in the meeting.
In view of the changes in the Companies Act, the Company has taken additional measures tostrengthen its internal control systems. Additional measures in this regard are fraud risk assessment,mandatory leave for employees, strengthening background verification process of new joiners,whistle blower policy and strengthening the process of risk management. The Company maintains asystem of internal controls designed to provide a high degree of assurance regarding theeffectiveness and efficiency of operations, the adequacy of safeguards for assets, the reliability offinancial controls, and compliance with applicable laws and regulations.
The organization is well structured and the policy guidelines are well documented with pre-definedauthority. The Company has also implemented suitable controls to ensure that all resources areutilized optimally, financial transactions are reported with accuracy and there is strict adherence toapplicable laws and regulations.
The Company has put in place adequate systems to ensure that assets are safeguarded against lossfrom unauthorized use or disposition and that transactions are authorized, recorded and reported.The Company also has an exhaustive budgetary control system to monitor all expenditures againstapproved budgets on an ongoing basis.
Recognizing the important role of internal scrutiny, the Company has an internal audit functionwhich is empowered to examine the adequacy of, and compliance with, policies, plans and statutoryrequirements. It is also responsible for assessing and improving the effectiveness of riskmanagement, control and governance process.
Periodical audit and verification of the systems enables the various business groups to plug anyshortcomings in time. As stated earlier the Company has improved effectiveness of the riskmanagement process wherein it evaluates the Company's risk management system and suggestsimprovement in strengthening risk mitigation measures for all key operations, controls andgovernance process. In addition, the top management and the Audit committee of the Boardperiodically review the findings and ensure corrective measures are taken.
The Board of the Company has formed a risk management policy to frame, implement andmonitor the risk management plan for the Company. The Board of Directors are responsible forreviewing the risk management plan and ensuring its effectiveness. Major risks identified by thebusinesses and functions are systematically addressed through mitigating actions on a continuingbasis.
In the opinion of Board the rising costs and changing government policies and regulations arethe key risk factors that may threaten the existence of the company.
During the year under the review, the Company has not given any gurantee to any party asprovided under Section 186 of the Companies Act, 2013. The details of investments made andloans granted by the Company are provided in note 4 to the financial statements. Post closure offinancial year, the Company has sought an increase for loans and investments as per the limitsprescribed under section 186 of the Companies Act, 2013 and have accorded approval by deemedto be dated June 09, 2024.
There are no contracts/ arrangements/ transaction made by the Company during the financial year2023-2024, with related parties as specified under Section 188 of the Companies Act, 2013.
The Company does not have any Subsidiary, Associate and Joint Ventures.
> Subsidiaries, Joint Ventures or Associate Companies: During the financial year no Companies
became/ ceased to be Company's Subsidiaries, Joint Ventures or Associate Companies
> During the year under review, there were no instance of one-time settlement with banks or
financial institutions and hence the differences in valuation as enumerated under Rule 8(5) (xii) ofCompanies (Accounts) Rules, 2014, as amended, do not arise.
> During the financial year the Company has not accepted any deposits, not renewed any deposit or
made any default in repayment of any deposits.
The Company has borrowed certain funds a Director and had managed repayment of the sameduring the reporting period. Details of the same are available in Note No. 21 to the financialstatements.
The Board of Director has carried out an annual evaluation of its own performances, BoardCommittees and Individual Director pursuant to section 178(2) of the companies Act 2013.
The performance of the Board was evaluated by the Board after seeking inputs from all thedirectors on the basis of the criteria such as the composition of Board and its structure,effectiveness of board processes, information and functioning, etc.
The performance of the Committees were evaluated by the Board after seeking inputs from themembers of the Committees on the basis of the criteria such as the composition of committees,effectiveness of meetings of the Committees, etc.
The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performanceof the individual directors on the basis of the criteria such as the contribution of the individualdirector to the Board and committee meetings like preparedness on the issues to be discussed,meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairmanwas also evaluated on the key aspects of his role
The Independent Directors in their meeting, evaluated the performance of non-independentdirectors, the Board as a whole and performance of the Chairman after taking into account theviews of Executive Directors and Non-Executive Directors. The same was also reviewed anddiscussed in the board meeting that followed the meeting of the independent Directors.
In terms of Section 178 of the Companies Act, 2013 the policy on Nomination and Remuneration ofDirectors, Key Managerial Personnel (KMP), Senior Management and other employees of theCompany has been formulated by the Nomination and Remuneration Committee of the Companyand approved by the Board of Directors. This policy acts as a guideline for determining, inter-alia,qualifications, positive attributes and independence of a Directors, matter relating to theremunerations, appointment, removal and evaluation of performance of the Directors, KeyManagerial Personnel, Senior Management and other employees.
During the Financial Year under review, there were no material orders passed by the regulators orcourts or tribunals impacting the going concern status and company's operations in future.
The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanismfor employees including directors of the Company to report genuine concerns. The contents of thispolicy are in line with the provisions of the Section 177(9) of the Act.
The Composition, quorum, power, role and scope of Audit Committee are in accordance withSection 177 of the Companies Act 2013. The Committee consist of following members as on 31stMarch, 2024 and during the reporting period.
Name
Chairman/Me
mber
Category
Mr. Ashok Jain (Appointed w.e.f 11thAugust, 2023)
Chairman
Independent Director
Member
Non -Executive Director
Executive Director
Mr. Balkrishna Jhunjhunwala (Tenureupto 31st May, 2023)
Mr. Nagesh Tiwari (Tenure upto 31stMay, 2023)
During the Financial year ended March 31, 2024, Five (5) Meetings of the Audit Committee wereheld in all. Dates of the meetings - 30.05.2023, 14.08.2023, 04.09.2023, 14.02.2024, 14.03.2024.Mr. Balkrishna Jhunjunwala resigning from Committee as on 31st May, 2023, therefore he isentitle to attend only 1 Meeting in the financial year 2023-2024.
Number of Meetings during the financial yearended 2023-2024
Entitled to Attend
Attended
Mr. Ashok Jain (Appointedw.e.f 11th August, 2023)
4
Mr. Balkrishna Jhunjhunwala(Tenure upto 31st May, 2023)
Mr. Nagesh Tiwari (Tenureupto 31st May, 2023)
The composition, quorum, powers, role and scope of Nomination and Remuneration Committeeare in accordance with Section 178 (1) of the Act. The Committee consists of following membersas at March 31, 2024.
Chairman /Member
During the Financial year ended March 31, 2024, Two (2) Meetings of the Nomination andRemuneration Committee were held during the year on - 30.05.2023 and14.08.2023.
Sr. No
Number of Meetingsfinancial year ended 2023
during the-2024
2
Mr. Nagesh Tiwari (Tenure upto 31st May,2023)
The Committee reviews and approves the remuneration of Managerial Personnel and the termsand conditions of appointment and in accordance with the provisions of Companies Act, 2013. TheCommittee reviews following matters:
Recommend to the Board the set up and composition of the Board and its committees. Includingthe "formulation of the criteria for determining qualifications, positive attributes and independenceof a director". The committee will consider periodically reviewing the composition of the boardwith the objective of achieving an optimum balance of size, skills, independence, knowledge, age,gender and experience:
• Recommend to the board the appointment or reappointment of directors.
• Devise a policy on board diversity.
• Recommend to the board appointment of key managerial personnel ("KMP" as defined by the Act)
and executive team members of the Company (as defined by this committee).
• Carry out evaluation of every director's performance and support the board and independent
directors in evaluation of the performance of the board, its committees and individual directors.
• This shall include "formulation of criteria for evaluation of independent directors and the board".
• Recommend to the board the remuneration policy for directors, executive team or key managerial
personnel as well as the rest of the employees.
• On an annual basis, recommend to the board the remuneration payable to the directors and
oversee the remuneration to executive team or key managerial personnel of the Company.
• Oversee familiarisation programmes for directors.
• Oversee the human resource philosophy, human resource and people strategy and human
resource practices including those for leadership development, rewards and recognition, talentmanagement and succession planning (specifically for the board, key managerial personnel andexecutive team).
• Provide guidelines for remuneration of directors on material subsidiaries.
The composition, quorum, powers, role and scope of Stakeholders Relationship Committee are inaccordance with Section 178(5) of the Act. The Committee consists of following members as atMarch 31, 2024.
Chairman/Member
Ashok Jain
Vishal Thakkar
Bhavika Thakkar
During the Financial year ended March 31, 2024, One (1) Meeting of the StakeholderRelationship Committee were held on 02.01.2024.
Sr. No.
1) Resolve the grievances of security holders.
2) Monitors and reviews the performance and service standards of the Registrar and ShareTransfer Agents of the Company
3) Provides continuous guidance to improve the service levels for investor.
M/s. Kanu Doshi and Associates LLP, Chartered Accountants (ICAI Firm RegistrationNo.104746W/W100096), were appointed as Statutory Auditors of the Company for a period offive years until the conclusion of AGM to be held in the year 2027. M/s. Kanu Doshi AssociatesLLP, Chartered Accountant had tendered resignation via dated 14th February, 2024. M/s. NK Jalan& Co., Chartered Accountant), have been appointed as Statutory Auditor of the Companythrough postal ballot passed as on 09thJune, 2024 under casual vacancy on account of the saidresignation, to hold office till the upcmong AGM. The Board considers and proposes to theshareholders for appointment of M/s. NK Jalan & Co. Statutory Auditor, for a term of of 5 (Five)consecutive year commencing from the conclusion of this Annual General Meeting till theconclusion of the 71st Annual General Meeting of the Company to be held in the year 2029.
As required under Regulation 33 of the Listing Regulations, Statutory Auditors have confirmedthat they hold a valid certificate issued by the Peer Review Board of the Institute of CharteredAccountants of India.
With respect to the comments mentioned by the Auditors, with regards to loans advancedamounting to Rs. 338 lacs for which the Company has not complied with the provisions of Section186 of the Companies Act, 2023 for obtaining prior approval by means of special resolution fromshareholders. The Company has recognized the cealing and sought approval from shareholdersthrough postal ballot deemed to be recorded on June 09, 2024. Comments of the Auditors w.r.tCompany having Financial activity as principal business, the Board doesn't accept the saidcomment as the Company has during the year, initiated transition of operations to new line ofbusiness i.e.; trading in agricultural goods (as authorized by the Memorandum of Association) andis still under pre-operational stage. The situation caused on account of the above transition hasled to the Company having Financial activity as principal business for the reporting year/ quarter.
Comments mentioned by the auditors in their report is self-explanatory and doesn't call forfurther explanation.
The Board of Directors have appointed M/s Rachana Maru Furia and Associates., CompanySecretaries as Secretarial Auditor to conduct Secretarial Audit of the Company for Financial Year2023-2024 as required under section 204 of the Companies Act, 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
The Report provided by the Secretarial Auditor is annexed herewith forming part of this Boardreport as Annexure I. With respect to the comments mentioned therein about composition ofcommittees, we would like to state that the Company has faced huge challenges in onboardingIndependent Director and has already aligned with the compliance requirement by appointingMr. Jaynish Kothari as Non-executive Independent Director. Rest fo the Comments mentioned bythe auditors in their report is self-explanatory and doesn't call for further explanation. TheCompany endeavors to strive better to reach the status of total compliances.
Appointment of cost auditors is not applicable to company
(i) the steps taken or impact on conservation of energy: Considering the nature of operations, theCompany has limited scope for undertaking energy conservation exercises, but neverthelesscontinues to emphasize work practices that result in conservation of energy.
(ii) the steps taken by the company for utilising alternate sources of energy: Nil
(iii) the capital investment on energy conservation equipments: Nil
(i) the efforts made towards technology absorption;
(ii) the benefits derived like product improvement, cost reduction, product development orimport substitution;
(iii) in case of imported technology (imported during the last three years reckoned from thebeginning of the financial year)-
(a) the details of technology imported;
(b) the year of import;
(c) whether the technology been fully absorbed;
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof;and
(iv) the expenditure incurred on Research and Development.
During the financial year 2023-2024 there is Foreign exchange earnings and Outgo.
A separate section on Management Discussion and Analysis report (MD&A) is included in theAnnual Report as required under Regulation 34(2)(e) of the Listing regulations.
The information required under Section 197 of the Act read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are in Annexure II
30. FOLLOWING MATTERS WERE NOT APPLICABLE TO THE COMPANY FOR THE FINANCIALYEAR ENDED MARCH 31, 2024 AND THUS NO COMMENTS ARE REQUIRED BY THE BOARDOF DIRECTORS ON THE SAME:
Details of Voting Rights not exercised by the employees u/s 67(3)(c) of Companies Act, 2013 r.w.Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.
Disclosure about issue of equity shares with Differential Rights as per Rule 4(4) of Companies(Share Capital and Debentures) Rules, 2014.
CSR provisions u/s 135 of Companies Act, 2013.
Maintenance of cost records as specified by the Central Government under sub-section (1) ofsection 148 of the Companies Act, 2013
No significant and material order has been passed by the regulators, courts, tribunals impactingthe going concern status and Company's operations in future.
The Company has in place a policy for prevention of Sexual Harassment at the Workplace in linewith the requirements of Sexual Harassment of Women at the Workplace (Prevention, Prohibitionand Redressal) Act, 2013.
The policy on Prevention of Sexual Harassment at Workplace aims at prevention of harassment ofemployees and lays down the guidelines for identification, reporting and prevention of undesiredbehaviour. During the year ended 31st March, 2024, no complaints recorded pertaining to sexualharassment.
The Board of Directors have complied with applicable Secretarial Standards as specified u/s 118 ofthe Companies Act, 2013.
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the Companyis available on the website of the Company at https://www.inlinch.com.
Regulations 17 to 27 and Clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C,D, and E of Schedule V of the SEBI (LODR) Regulations, 2015 are not applicable to the Company asthe paid up Share Capital of the Company is less than 10 Crores and its Net Worth does notexceed 25 Crores as on the last day of previous financial year. Hence, the Corporate GovernanceReport is not included in this Report.
During the period under review there is no unpaid/ unclaimed Dividend and the shares required tobe transferred to the Investor Education & Protection Fund.
Pursuant to Regulation 34 of the SEBI Listing Regulations, top one thousand listed entities basedon market capitalization shall provide Business Responsibility Report. The Company is outside thepurview of top one thousand listed entities. In view of this Business Responsibility Report is notapplicable.
In the opinion of the Board, all Independent Directors possess requisite qualifications, experience,expertise and hold high standards of integrity required to discharge their duties with an objectiveindependent judgment and without any external influence
The Company's Equity Shares are listed at BSE Limited with script code 504746. The Companyconfirms that it has paid the Annual Listing Fees for the year 2022-2023 and 2023-2024 to BSEwhere the Company's Shares are listed.
The Company has devised proper systems to ensure compliance with the provisions of allapplicable Secretarial Standards issued by the Institute of Company Secretaries of India and thatsuch systems are adequate and operating
Your Directors wish to place on record their sense of appreciation for the excellent supportreceived from the government authorities, bankers, consultants and the dedicated efforts of allemployees in the working of the Company.
Sd/- Sd/-
Date: 14th August, 2024 DIN: 09798551 DIN: 09854905