Your Directors are pleased to present the Annual Report together with the Audited
Accounts of your Company for the financial year ended 31st March 2023.
1. FINANCIAL RESULTS.
(Rs in Lacs)
|
PARTICULARS |
YEAR ENDED |
Sr. No |
|
31.03.2023 |
31.03.2022 |
1. |
Sales |
0.00 |
0.00 |
2. |
Profit before Interest & Depreciation |
(32.47) |
(49.95) |
3. |
Interest |
0.00 |
0.00 |
4. |
Depreciation |
2.62 |
2.62 |
5. |
Profit Before Tax & Extra-ordinary items |
(35.10) |
(52.57) |
6. |
Tax Provision (Net of Deferred Tax) |
0.00 |
0.00 |
7. |
Profit After Tax |
(35.10) |
(52.57) |
8. |
Extra-Ordinary Items |
0.00 |
0.00 |
9. |
Profit available for Appropriation |
(35.10) |
(52.57) |
10 |
Balance carried to Balance Sheet |
(35.10) |
(52.57) |
2. COMPANY'S PERFORMANCE AND OPERATION.
The company initiated the business of infrastructure development this year, in
Aurangabad. Although at a nascent stage, the business would establish over the next 3-4
years. The company is also looking for more such business opportunities. The company is
also in the process of merger with Agri-Tech (India) Limited and Ferry fax Farms Pvt. Ltd.
The merger would create further business bonhomie and make more land bank available to the
company for development.
3. DIVIDEND.
Since the Company has not commenced operations in the new role, the Directors have not
recommended any dividend for the financial year 2022-23.
4. DEPOSITS.
The company has not accepted any fixed deposits during the year under review.
5. SHARE CAPITAL.
The equity paid up share capital as on 31st March 2023 is Rs.1432.60 Lakhs divided into
14326000 equity shares of face value of Rs. 10/- each and preference share capital as on
31st March 2023 is Rs. 78.00 Lakhs divided into 78000 non-convertible redeemable
preference shares of Rs 100 each. And there is no any other issue of shares during the
year also the Company has not issued shares with differential voting rights, sweat equity
shares, nor has initiated any stock options.
6. FINANCIAL STATEMENT.
Full version of the Annual Report 2022-23 containing complete Balance Sheet, Statement
of Profit & Loss, other statements and notes thereto, prepared as per the requirements
of Schedule
III to the Companies Act, 2013, Directors' Report (including Management Discussion and
Analysis, Corporate Governance Report) are being sent via email to all shareholders who
have provided their email address (es). Full version of Annual Report 2022-23 is also
available for inspection at the registered office of the Company during working hours up
to the date of ensuing Annual General Meeting (AGM). It is also available at the Companys
website at www.techindianirman.com.
7. STATUTORY AUDITORS AND AUDITORS REPORT.
At the Annual General Meeting held on 29th June 2022, M/s Gautam N Associates,
Chartered Accountants, were appointed as the Statutory Auditors of the Company to hold
office till the conclusion of Annual General Meeting to be held in year 2027.
The statutory auditors report is annexed to this annual report. There are no adverse
remarks on disclosure by the statutory auditors in their report. They have not reported
any incident of fraud to the Audit Committee of the Company during the year under review.
Pursuant to Section 139(2) of the Companies Act, 2013, read with Companies (Audit and
Auditors) Rules, 2014, the Company at its Annual General Meeting (AGM) held on 29th June
2022, had appointed M/s Gautam N Associates,, Chartered Accountants as Statutory Auditors
to hold office from the conclusion of Annual General Meeting to be held in year 2023,
subject to ratification by shareholders every year, as may be applicable. However, the
Ministry of Corporate Affairs (MCA) vide its notification dated 7th May 2018 has omitted
the requirement under first proviso to section 139 of the Companies Act, 2013 and rule
3(7) of the Companies (Audit and Auditors) Rules, 2014, regarding ratification of
appointment of statutory auditors by shareholders at every subsequent AGM.
8. AUDITORS' 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 or adverse remark.
9. INTERNAL AUDITORS.
The Board of Directors of the Company had appointed M/s M.K. Ghatiya and Associates
Company Secretaries as Internal Auditors to conduct Internal Audit of the Company for the
financial year ended 31st March 2023. The Internal Audit reports are being reviewed by the
Audit Committee of the Company.
10. SECRETARIAL AUDIT REPORT.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) rules, 2014, the Board of Directors
have appointed M/s. Neha P Agrawal Company Secretaries in Practice (C.P.No.8048) as
Secretarial Auditors to conduct Secretarial Audit of the Company for the financial year
ended on 31st March 2023. The Secretarial Audit Report issued by M/s. Neha P Agrawal,
Practicing Company Secretaries in Form MR-3 is annexed to this Board's Report as Annexure
IV.
11. ANNUAL SECRETARIAL COMPLIANCE REPORT.
The Company has undertaken an audit for the financial year 2022-23 for all applicable
compliances as per Securities and Exchange Board of India Regulations and Circulars/
Guidelines issued thereunder. The Annual Secretarial Compliance Report issued by M/s. Neha
P Agrawal, Practicing Company Secretary, has been submitted to the Stock Exchanges within
the specified time.
12. SUBSIDIARIES.
The Company does not have any subsidiary within the meaning of the Companies Act, 2013.
13. ADEQUACY OF INTERNAL FINANCIAL CONTROL SYSTEM.
According to Section 134(5)(e) of the Companies Act, 2013, the term Internal Financial
Control (IFC) means the policies and procedures adopted by the Company for ensuring the
orderly and efficient conduct of its business, including adherence to company's policies,
the safeguarding of its assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records, and the timely preparation of
reliable financial information. Rule 8(5) (viii) of Companies (Accounts) Rules, 2014
requires the information regarding adequacy of Internal Financial Controls with reference
to the financial statements to be disclosed in the Boards report. The Company has a well
Placed, proper and adequate IFC system which ensures that all assets are safeguarded and
protected and that the transactions are authorised, recorded and reported correctly. The
Internal Auditors are an integral part of the internal control system of the Company. To
maintain its objective and independence, the Internal Auditors report to the Audit
Committee of the Board. The Internal Auditors monitor and evaluate the efficacy and
adequacy of internal control systems in the Company.
14. DIRECTORS' RESPONSIBILITY STATEMENT.
Pursuant to the provisions of Section 134 (3) (c) of the Companies Act, 2013, the Board
of Directors hereby confirms that,
i. In the preparation of the annual accounts, the applicable accounting standards have
been followed and that there are no material departures. ii. It has in the selection of
the accounting policies, consulted the Statutory Auditors and has 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 as at 31st March, 2023
and of the profits of the company for that period. iii. It has 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, to the best of its knowledge and ability. There are
however, inherent limitations, which should be recognized while relying on any system of
internal control and records. iv. It has prepared the annual accounts on a going concern
basis. v. The Directors, had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operation
efficiently. vi. 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.
15. DIRECTORS & KEY MANAGERIAL PERSON.
Director Retires by rotation
Mrs. Jeevanlata Kagliwal (holding DIN 02057459) retires by rotation under Section 152
of the Companies Act, 2013 and being eligible, offers herself for re-appointment.
The Key Managerial Personnel (KMP) of the Company as per Section 2(51) and 203 of the
Companies Act, 2013 are as follows:
Mr. Satish Kagliwal -Managing Director Mr. Sunil Dixit -Chief Financial Officer Ms.
Rajshree Jain -Company Secretary
16. DECLARATION OF INDEPENDENT DIRECTORS.
The Independent Directors have submitted the declaration of independence, as required
pursuant to section 149 (7) of the Companies Act, 2013 stating that they meet the criteria
of Independence as provided in sub section (6) of Section 149.
17. FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS
The details of the familiarization Programme for the Independent Directors is reported
in the Report on Corporate Governance, which is attached to the Board's Report.
18. NUMBER OF MEETINGS OF THE BOARD.
Four meeting of the Board were held during the year. The dates on which the Board
meetings were held are 28th May 2022, 12th August 2022, 19th October 2022, 13th February
2023. The details of attendance of Board meetings and Committee meetings held during the
Financial Year 2022-23 forms part of the Corporate Governance Report.
19. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEE AND INDIVIDUAL
DIRECTORS.
Pursuant to applicable provisions of the Companies Act, 2013 and the Listing
Regulations 2015, the Board, in consultation with its Nomination & Remuneration
Committee, has formulated a framework containing, inter-alia, the criteria for performance
evaluation of the entire Board of the Company, its Committees and Individual Directors,
including Independent Directors. The detailed information in this regard has been given in
the Corporate Governance Report.
20. MANAGEMENT DISCUSSION & ANALYSIS.
The real estate market, although dull at this juncture has a tremendous scope of
growth. We as a company plan to venture into this sector to reap operational benefits in
the future.
i. OPPORTUNITIES AND THREATS
The real estate market is always open to strategic opportunities but then it is also
prone to the ups and downs from time to time. Covid brought the real estate market down
with no real work happening and no takers too. It resulted in a global slowdown. Our asset
base though is well placed at this juncture to catch the upside in the coming few years.
Also, as management the company is well placed with competent persons to encash the future
opportunities while keeping the inherent risks under check.
ii. SEGMENTATION OR PRODUCT-WISE PERFORMANCE
The Company would only be dealing in the real estate business and hence would be
reported as one segment.
iii. OUTLOOK, RISK AND CONCERNS
The main risk in the real estate and infrastructure industry is high cost of
construction and variable demand from time to time. The Company feels that with the large
asset base available at its disposal and also with competent management, the company would
be able to face the situation better in future. There is an opportunity to accelerate
growth in the real estate sector which has remained stagnant for over past few years.
iv. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
There is adequate internal control system in the company through internal audit and
regular operational reviews.
v. DEVELOPMENT IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT During the year a number
of key HR initiatives were taken up to link business objectives with employee performance.
The human resources of the Company are adequately motivated to work towards optimal
performance. The industrial relations are also cordial.
21. PARTICULARS OF CONTRACT OR ARRANGEMENTS PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES.
All transactions entered with Related Parties for the year under review were on arm's
length basis and in the ordinary course of business. There are no material related party
transactions during the year under review with the Promoters, Directors or Key Managerial
Personnel. The Company has developed a Related Party Transactions frame work through
standard operation procedures for the purpose of identification and monitoring of such
transactions. All Related Party Transactions are placed before the Audit Committee as also
to be Board for approval. The particulars of contracts or arrangements entered into by the
Company with related parties referred to in sub-section (1) of section 188 of\ the
Companies Act, 2013 disclosed in Form No. AOC 2 and is set out as Annexure-II and forms
part of this report.
22. PARTICULARS OF LOANS, AND GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE
COMPANIES ACT, 2013.
There is no loan given or guarantee provided, or investment made by the Company during
the financial year 2022-23 as per Section 186 of the Companies Act, 2013.
23. CORPORATE SOCIAL RESPONSIBILITY (CSR).
The Company does not exceed the threshold limits mentioned in Section 135 (1) of the
Companies Act, 2013. Therefore, the provisions pertaining to Corporate Social
Responsibility are not applicable to the Company.
24. INSIDER TRADING CODE.
In compliance with the Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015 (the PIT Regulations') on prevention of insider trading,
the Company have its Code of Conduct for regulating, monitoring and reporting of trading
by Designated Persons in line with the recent amendments brought by SEBI in the PIT
Regulations. The said Code lays down guidelines, which advise Designated Persons on the
procedures to be followed and disclosures to be made in dealing with the shares of the
Company and cautions them on consequences of non-compliances. the Company has also updated
its Code of practices and procedures of fair disclosures of unpublished price sensitive
information by including a policy for determination of legitimate purposes.
25. MATERIAL CHANGES AND COMMITMENTS.
There are no material changes and commitments in the business operations of the Company
from the financial year ended March 31, 2023 to the date of signing of the Director's
Report.
26. RISK ASSESSMENT AND MANAGEMENT.
The Company is exposed to various business risks. These risks are driven through
external factors like economic environment, competition, regulations etc. The Company has
laid down a well define risk management mechanism covering the risk mapping and trend
analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise
is being carried out to identify, evaluate, manage and monitor business and non-business
risks. The Audit Committee and Board periodically review the risks and suggest steps to be
taken to manage/mitigate the same through a properly defined framework. During the year, a
risk analysis and assessment was conducted, and no major risks were noticed, which may
threaten the existence of the Company.
27. POLICY AGAINST SEXUAL HARASSMENT AT WORKPLACE.
Pursuant to the provisions of Section 4(1) of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has in place an
Internal Complaints' Committee.
The following is a summary of sexual harassment complaints received and disposed off
during the year.
No. of complaints received: Nil No. of complaints disposed off: Nil
28. ENVIRONMENTAL SAFETY.
The Company is conscious of the importance of environmentally clean and safe
operations.
The Company's policy requires conduct of operations in such a manner, so as to ensure
safety of all concerned, compliances environmental regulations and preservation of natural
resources.
29. COMMITTEE OF THE BOARD.
Currently the Board has three committees: The Audit Committee, the Stakeholders'
relationship committee, the nomination & remuneration committee.
A detailed note on the Board and its committees is provided under the Corporate
Governance Report section in this Annual Report. The Composition of the Committees and
compliances, as per the applicable provisions of the Act and Rules are as follows:
Name of the Committee |
Composition of the Committee |
Highlights of Duties, responsibilities and activities |
Audit Committee |
Mr. Vadla Nagabhushanam-Chairman |
? All recommendations made by the Audit Committee during the year were
accepted by the Board. |
|
Mr. Satish Kagliwal-Member |
? In accordance with the requirements of the Listing Agreement, The
Company has formulated policies on related party transactions. |
|
Mr. Hitesh Purohit-Member |
|
Stakeholders' Relationship Committee |
Mr. Vadla Nagabhushanam-Chairman |
? The Committee reviews and ensures redressal of investor grievances. |
|
Mr. Satish Kagliwal-Member |
? The Committee noted that all the grievances of the investors have been
resolved during the year. |
|
Mr. Hitesh Purohit-Member |
|
Nomination and Remuneration Committee |
Mr. Vadla Nagabhushanam-Chairman |
? To formulate the criteria for determining qualifications, positive
attributes and independence of a Director, and recommend to the Board a policy, relating
to the remuneration for the Directors, key managerial personnel and other employees. |
|
Mr. Madhukar Deshpande-Member |
? To carry out evaluation of every Director's performance. |
|
Mr. Hitesh Purohit-Member |
|
30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO.
(Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies
(Accounts) Rules, 2014 and forming part of Directors Report.
1. Conservation of Energy:
(i) The steps taken or impact on conservation of energy
The Company has taken adequate measures to conserve and reduce the energy consumption.
(ii) The steps taken by the Company for utilizing alternate sources of energy - Nil (iii)
The capital investment on energy conservation equipments - Nil
2. Technology Absorption and Innovation
(I) The benefits derived like product improvement, cost reduction, product development
or import substitution:
(ii) In case of imported technology (imported during the last three years reckoned from
the beginning of the financial year):
a) Technology imported - Nil b) Year of import - Nil c) Whether the technology been
fully absorbed - NA d) If not fully absorbed, areas where absorption has not taken place,
and the reasons thereof NA
31. EXTRACT OF ANNUAL RETURN.
Annexure III is attached.
32. INSURANCE.
All the insurable interest of the Company, including Inventories, Buildings, Machinery
etc., is adequately insured.
33. INDUSTRIAL RELATION.
The Company enjoyed cordial relations with its employees at all levels. Our Directors
record their appreciation of the support and co-operation of all employees and counts on
them for the accelerated growth of the Company.
34. ACKNOWLEDGEMENTS.
The Directors place on record their sincere appreciation for the dedication, hard work
and commitment of the employees at all levels and their significant contribution to your
Company's growth. Your Company is grateful to the Distributors, Dealers, and Customers for
their support and encouragement. Your directors thank the Banks, Financial Institutions,
Government Departments and Shareholders and look forward to having the same support in all
our future endeavors.
|
For and on behalf of the Board of Directors |
08th May 2023 |
|
|
Registered Office: |
|
|
Nath House, |
|
|
Nath Road |
Managing Director |
Director |
Chh. Sambhajinagar |
Satish Kagliwal |
Sweta Kagliwal |
Maharashtra-431005 |
DIN: 00119601 |
DIN: 02052811 |
|