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Techindia Nirman Ltd. के निदेशक की रिपोर्ट
Mar 31, 2025
This is to inform the members of Techindia Nirman Limited ("the Company") that pursuant to an application
filed under Section 7 of the Insolvency and Bankruptcy Code, 2016 ("IBC") by Agri-Tech (India) Limited, the
Hon''ble National Company Law Tribunal, Mumbai Bench ("NCLT"), vide its order dated 02nd January 2025, had
admitted the Company into the Corporate Insolvency Resolution Process ("CIRP").
Mr. Vallabh Narayandas Sawana (IBBI Reg. No. IBBI/IPA-001/IP-P-02652/2022-2023/14114) was appointed as
the Interim Resolution Professional (IRP) and was subsequently confirmed as the Resolution Professional (RP)
in the first Committee of Creditors (CoC) meeting held on 30th January 2025 through virtual mode. During this
meeting, the CoC ratified expenses, confirmed the remuneration of the IRP, and formally appointed Mr.
Vallabh Narayandas Sawana as the Resolution Professional.
Operational creditor claims from Ferry Fax Farms Private Limited and National Stock Exchange of India Limited
were noted and admitted as per procedure, and unsecured financial creditor claims, including those from Agri¬
Tech (India) Limited, Gemag Multitrade Pvt Ltd, Jeen Bhavani Metals Pvt Ltd, Paharimata Commodities Pvt Ltd,
and Maa Pahari Mercantiles Pvt Ltd, were received and admitted provisionally based on books of accounts
and bank statements. Claims from employees, such as gratuity dues for Mr. Sunil Ramkrishna Dixit, were also
admitted.
The CIRP timeline and next steps were fixed with the last date for receipt of Expression of Interest (EOI) on
10th March 2025, issuance of provisional and final lists of prospective resolution applicants on 20th March 2025
and 04th April 2025 respectively, issuance of Information Memorandum and Request for Resolution Plans on
05th April 2025, and the last date for submission of resolution plans on 05th May 2025.
The outcome of the 02nd CoC meeting was noted and approved. Matters noted included minutes of the 01st
CoC meeting, claims received from BSE Limited, letters from certain shareholders, and applications filed with
NCLT by certain shareholders. Matters discussed and approved with 100% majority included the appointment
of IBBI-registered Transaction Auditors, Registered Valuers for two classes of assets, advocates for
interlocutory applications, publication of the invitation of Expression of Interest (Form G), and approval of
EMD, turnover, and net worth criteria for Prospective Resolution Applicants.
This Report was discussed in a meeting held with the Key Management Personnel and thereafter taken on
record by the Resolution Professional. Accordingly, the Report for the year ended 31st March 2025 is as under.
Members are hereby informed that during the CIRP period, the affairs of the Company were under the control
and supervision of the Resolution Professional, and all actions in respect of the CIRP were carried out under
his directions. Further, in terms of Section 17 of the IBC, the powers of the Board of Directors stood suspended
and were vested in the Resolution Professional. Further after termination of CIRP proceedings by NCLAT order
the powers of the Board of Directors restored.
At the time of commencement of CIRP, the Board of Directors comprised Mr. Satish Kagliwal, Mr. Vadla
Nagabhushanam, Mr. Madhukar Deshpande, and Mr. Hitesh Purohit. The Company had attempted to appoint
a new director during this period; however, since the relevant resolution was not approved by the members,
no appointment could be made while the CIRP was ongoing.
Subsequent Development
Pursuant to Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the members are further informed that the Corporate Insolvency Resolution Process (CIRP)
initiated against the Company under the provisions of the Insolvency and Bankruptcy Code, 2016 has been
dismissed/set aside by the Hon''ble National Company Law Appellate Tribunal, Principal Bench, New Delhi, vide
its Order dated 15th December 2025 passed in Company Appeal (AT) (Insolvency) No. 970 of 2025.
Consequent to the said Order:
1. The CIRP of the Company stands terminated with immediate effect;
2. The moratorium under Section 14 of the Insolvency and Bankruptcy Code, 2016 stands vacated;
3. The powers and management of the affairs of the Company stand restored to the Board of
Directors/Promoters in accordance with the provisions of the Companies Act, 2013; and
4. The Resolution Professional has ceased to act from the effective date of the said Order.
The Company shall take all necessary steps to ensure compliance with applicable laws and regulations and
shall keep the Stock Exchanges informed of any further material developments, if any.
Resolution for Retirement by Rotation
Pursuant to the provisions of Section 152(6) of the Companies Act, 2013, certain directors are liable to retire
by rotation at every Annual General Meeting and, being eligible, may offer themselves for re-appointment.
The Board wishes to inform that, as on the date of this Report, the Company has only one Director on its Board.
In such circumstances, the applicability of the provisions relating to retirement by rotation becomes
impracticable, as non-approval of the re-appointment by the Members would result in the Company being left
without any Director, thereby leading to a position of non-compliance with the provisions of the Companies
Act, 2013 and inability to carry on its affairs
In view of the above and in order to ensure continuity of governance and compliance with applicable laws, the
Company has, as a matter of prudence, not included the resolution for retirement by rotation and re¬
appointment of the existing Director in the Notice of the ensuing Annual General Meeting.
The Board is taking necessary steps to ensure appropriate constitution of the Board in compliance with
applicable provisions of the Companies Act, 2013.
by order of the Board of Directors
Satish Kagliwal
Director
DIN:00119601
The Company is pleased to present the Annual Report together with the Audited Accounts of your Company
for the financial year ended 31st March 2025.
1. FINANCIAL PERFORMANCE.
(Rs in Lacs)
|
Sr. No |
PARTICULARS |
YEAR ENDED |
|
|
31.03.2025 |
31.03.2024 |
||
|
1. |
Sales |
0.00 |
0.00 |
|
|2. |
Profit before Interest & Depreciation |
(56.71) |
(34.63) |
|
3. |
Interest |
15.97 |
0.00 |
|
4. |
Depreciation |
4.33 |
2.66 |
|
5. |
Profit Before Tax & Extra-ordinary items |
(77.01) |
(37.29) |
|
|6. |
Extra-Ordinary Items |
0.00 |
0.00 |
|
7. |
Tax Provision (Net of |
0.00 |
0.00 |
|
|8. |
Profit After Tax |
(82.70) |
(39.69) |
|
9. |
Other Comprehensive |
(0.06) |
(0.20) |
|
10 |
Profit available for |
(82.76) |
(39.89) |
2. COMPANY''S PERFORMANCE AND OPERATION.
There was no revenue in the year under review.
3. DIVIDEND.
The Company has not recommended any dividend for the financial year 2024-25.
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, 2025 is Rs.143260000/- divided into 14326000 equity
shares of face value of 10/- each and preference share capital as on 31st March, 2025 is Rs. 78,00,000
divided into 78000 nonconvertible 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 2024-25 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, Report of the resolution professional (including Corporate Governance Report) are being sent
via email to all shareholders who have provided their email address (es). Full version of Annual Report
2024-25 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 Company''s 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. 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 2027, 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.
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 the Internal Audit of the Company for the financial year
commencing 01st April 2024. The Internal Audit reports were reviewed by the Audit Committee of the
Company until 02nd January 2025, when the Corporate Insolvency Resolution Process (CIRP) application
was admitted, following which the management and oversight of the Company were under the jurisdiction
of the Resolution Professional. Further after termination of CIRP proceedings by NCLAT order the powers
of the Board of Directors restored.
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 2025. 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. SUBSIDERIES.
The Company does not have any subsidiary within the meaning of the Companies Act, 2013.
12. 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 Board''s 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.
13. DIRECTORS'' RESPONSIBILITY STATEMENT / STATEMENT BY THE CHIEF FINANCIAL OFFICER (CFO) AND
TAKEN ON RECORD BY THE RESOLUTION PROFESSIONAL.
Pursuant to the provisions of Section 134(3)(c) of the Companies Act, 2013, and subject to the provisions
of the Insolvency and Bankruptcy Code, 2016, it is hereby stated that:
I. In the preparation of the annual accounts, the applicable accounting standards have been followed
and that there are no material departures.
II. The accounting policies have been applied consistently and judgments and estimates made 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 2025 and of the profit/loss of the Company for the year ended on that date.
III. Proper and sufficient care has been taken for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company
and for preventing and detecting fraud and other irregularities, to the extent applicable under CIRP.
IV. The annual accounts have been prepared on a going concern basis. However, attention is invited to the
fact that the Company is under Corporate Insolvency Resolution Process under the provisions of the
Insolvency and Bankruptcy Code, 2016.
V. Internal financial controls have been laid down to be followed by the Company and such controls are
adequate and operating effectively, to the extent applicable under CIRP.
VI. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and
that such systems are adequate and operating effectively, subject to monitoring by the Resolution
Professional.
14. DIRECTORS & KEY MANAGERIAL PERSON.
⢠Ms. Jeevanlata Nandkishor Kagliwal (DIN-02057459) is ceased to re-appoint as director in the Annual
general Meeting of the Company held on 19th September 2024.
⢠Ms. Sweta Kagliwal (DIN-02052811) is ceased to act as Additional Director due to Non-Regularization
in Annual General Meeting held on 19th September 2024
⢠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 - Director
Mr. Sunil Dixit -Chief Financial Officer
Ms. Rajshree Jain -Company Secretary
15. DECLARATION OF INDEPENDENT DIRECTOR.
Pursuant to Section 149(7) of the Companies Act, 2013, the Company has received declarations from the
Independent Directors confirming that they meet the criteria of independence as prescribed under Section
149(6) of the Companies Act, 2013 and the Rules made thereunder.
It is clarified that, in view of the commencement of the Corporate Insolvency Resolution Process ("CIRP")
under the Insolvency and Bankruptcy Code, 2016, the powers of the Board of Directors, including those of
the Independent Directors, have been suspended and are being exercised by the Resolution Professional.
Accordingly, while the declarations of independence have been placed on record, the role and functions
of the Independent Directors remain inoperative during the CIRP period, further after termination of CIRP
proceedings by NCLAT order the powers of the Board of Directors restored.
16. NUMBER OF MEETINGS OF THE BOARD.
During the financial year 2024-25, three meetings of the Board were held prior to commencement of
Corporate Insolvency Resolution Process (CIRP). The dates on which the Board meetings were held are
23rd May 2024, 08th August 2024, and 26th October 2024.
The Company came under CIRP with effect from 02nd January 2025 pursuant to the order of Hon''ble NCLT.
Accordingly, the powers of the Board of Directors were suspended and are being exercised by the
Resolution Professional. Further after termination of CIRP proceedings by NCLAT order the powers of the
Board of Directors restored.
The details of attendance of Board meetings and Committee meetings held during the financial year 2024¬
25 form part of the Corporate Governance Report.
17. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEE AND INDIVIDUAL DIRECTORS.
Pursuant to the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board, in consultation with its Nomination &
Remuneration Committee, had 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.
However, the Company has been admitted into Corporate Insolvency Resolution Process (CIRP) with effect
from 02nd January 2025 pursuant to the order of Hon''ble NCLT. Consequently, the powers of the Board of
Directors are suspended and vested with the Resolution Professional, and therefore performance
evaluation of the Board and its Committees was not carried out after the commencement of CIRP, further
after termination of CIRP proceedings by NCLAT order the powers of the Board of Directors restored.
18. MANAGEMENT DISCUSSION & ANALYSIS.
The Management Discussion and Analysis Report for the financial year ended March 31, 2025, has been
prepared in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
During the financial year under review, the Company''s operations and financial performance were
significantly impacted due to the commencement of Corporate Insolvency Resolution Process ("CIRP").
Pursuant to an order dated January 2, 2025, passed by the Hon''ble National Company Law Tribunal
("NCLT"), the Company was admitted into CIRP under the provisions of the Insolvency and Bankruptcy
Code, 2016 ("IBC")
Consequent to the initiation of CIRP, the powers of the Board of Directors were suspended and were
exercised by the Interim Resolution Professional ("IRP")/Resolution Professional ("RP") in accordance with
Section 17 of the IBC, and the management of the affairs of the Company was vested with the RP during
the said period. Further after termination of CIRP proceedings by NCLAT order the powers of the Board of
Directors restored.
> INDUSTRY STRUCTURE AND DEVELOPMENTS
The Company operates in a competitive business environment and is subject to various external factors
such as economic conditions and regulatory changes. However, during the latter part of the financial
year, the Company''s focus was primarily on compliance with CIRP requirements and preservation of
value.
> OPPORTUNITIES AND THREATS
The CIRP framework provides an opportunity for resolution and revival of the Company through
submission of resolution plans. However, the Company faced constraints including limited liquidity,
operational challenges, and uncertainty during the CIRP period.
> OUTLOOK
The outlook of the Company as at March 31, 2025, remained dependent on the outcome of the CIRP
process.
> RISKS AND CONCERNS
Key risks include operational disruptions, financial stress, legal proceedings, and uncertainties
associated with the CIRP process.
> INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
During the CIRP period, internal control systems and processes were overseen by the Resolution
Professional to ensure compliance and safeguarding of assets.
> FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE
The financial performance of the Company during the year reflects the impact of CIRP, particularly in
the last quarter of the financial year. Detailed financial information is provided in the Financial
Statements.
> HUMAN RESOURCES
The Company continued to engage with its employees during the CIRP period, though uncertainty may
have impacted employee stability and morale.
> MATERIAL DEVELOPMENTS SUBSEQUENT TO THE FINANCIAL YEAR
Subsequent to the close of the financial year, the CIRP of the Company was concluded pursuant to an
order dated December 15, 2025, passed by the Hon''ble National Company Law Tribunal ("NCLT").
Accordingly, the Company has exited the CIRP framework.
> CAUTIONARY STATEMENT
Statements in this Management Discussion and Analysis describing the Company''s objectives,
projections, estimates, expectations or predictions may be "forward-looking statements" within the
meaning of applicable laws and regulations. Actual results may differ materially due to various factors
beyond the control of the Company.
19. PARTICULARS OF CONTRACT OR ARRANGEMENTS PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES.
All transactions entered into with Related Parties during the year under review were on an arm''s length
basis and in the ordinary course of business. There were no material related party transactions with the
Promoters, Directors or Key Managerial Personnel during the year.
The Company has developed a Related Party Transactions framework through standard operating
procedures for the purpose of identification and monitoring of such transactions. All Related Party
Transactions were placed before the Audit Committee and the Board for approval, wherever applicable,
till the commencement of Corporate Insolvency Resolution Process.
The Company was admitted into CIRP with effect from 02nd January 2025 pursuant to the order of Hon''ble
NCLT, and thereafter, the powers of the Board of Directors stood suspended and were vested with the
Resolution Professional. Accordingly, all transactions entered into post commencement of CIRP were
undertaken only with the approval of the Resolution Professional and the Committee of Creditors (CoC),
wherever applicable. Further after termination of CIRP proceedings by NCLAT order the powers of the
Board of Directors restored.
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 are disclosed in Form No. AOC-2, which
is set out as Annexure-II and forms part of this Report
20. PARTICULARS OF LOANS, AND GURANTEES 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 2024-25 as per Section 186 of the Companies Act, 2013.
21. 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.
22. 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.
23. MATERIAL CHANGES AND COMMITMENTS.
Corporate Insolvency Resolution Process (CIRP)
The Hon''ble National Company Law Tribunal, Mumbai Bench, vide its order dated 2nd January 2025,
admitted the application filed under Section 7 of the Insolvency and Bankruptcy Code, 2016 and initiated
Corporate Insolvency Resolution Process (CIRP) against the Company. In terms of the said order, Mr.
Vallabh Narayandas Sawana (IP Registration No. IBBI/IPA-001/IP-P-02652/2022-2023/14114) has been
appointed as the Interim Resolution Professional / Resolution Professional. Consequently, the powers of
the Board of Directors stand suspended and are being exercised by the Resolution Professional in
accordance with the provisions of the Code. Further after termination of CIRP proceedings by NCLAT order
the powers of the Board of Directors restored.
24. RISK ASSESMENT 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.
25. POLICY AGAINST SEXUAL HARRASMENT 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 of during the year.
No. of complaints received: Nil
No. of complaints disposed: NA
26. 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.
27. COMMITTEE OF THE BOARD.
It may be noted that subsequent to the admission of the Company into CIRP on 2nd January, 2025, hence
the powers of the Board of Directors stood suspended in terms of Section 17 of the Insolvency and
Bankruptcy Code, 2016 and the affairs of the Company are being managed by the Resolution Professional.
Further after termination of CIRP proceedings by NCLAT order the powers of the Board of Directors
restored.
As per the information received from the suspended Board of Directors, up-to 02nd January 2025 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- |
¦ All recommendations made by the Audit ¦ In accordance with the requirements of the Listing |
|
Mr. Satish Kagliwal-Member |
||
|
Mr. Hitesh Purohit-Member |
||
|
Stakeholders'' |
Mr. Vadla Nagabhushanam- |
¦ The Committee reviews and ensures redressal of ¦ The Committee noted that all the grievances of the |
|
Mr. Satish Kagliwal-Member |
||
|
Mr. Hitesh Purohit-Member |
||
|
Nomination |
and |
Mr. Vadla Nagabhushanam- |
¦ To formulate the criteria for determining |
|
Remuneration |
Chairman |
qualifications, positive attributes and independence |
|
|
Committee |
of a director, and recommend to the Board a policy, |
||
|
Mr. Madhukar Deshpande- |
relating to the ¦ remuneration for the Directors, key managerial |
||
|
personnel and other employees. |
|||
|
Mr. Hitesh Purohit-Member |
¦ To carry out evaluation of every Director''s |
28. 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.
a. Conservation of Energy:
(i) The steps taken or impact on conservation of energy Nil
(ii) The steps taken by the Company for utilizing alternate sources of energy - Nil
(iii) The capital investment on energy conservation equipment - Nil
b. 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
29. EXTRACT OF ANNUAL RETURN.
Is uploaded on website of the Company.
30. INSURANCE.
All the insurable interest of the Company, including Inventories, Buildings, Machinery etc., is adequately
insured.
31. 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.
32. ACKNOWLEDGEMENTS.
The Board / Resolution Professional together with the Key Managerial Persons expresses their sincere
thanks to all the employees, customers, suppliers, investors, lenders, regulatory and government
authorities and stock exchanges for their cooperation and support and look forward to their continued
support in future.
33. NOTE
Pursuant to the commencement of the Corporate Insolvency Resolution Process ("CIRP") under the
provisions of the Insolvency and Bankruptcy Code, 2016 ("IBC"), the powers of the Board of Directors have
been suspended and are being exercised by the Interim Resolution Professional (IRP)/Resolution
Professional (RP) in terms of Section 17 of the IBC, 2016. Further after termination of CIRP proceedings by
NCLAT order the powers of the Board of Directors restored.
Further it is to be noted that this report is prepared on the basis of Information received from the
suspended board of directors. Hence If any discrepancy''s found Resolution professional is not able to
comment on that.
11th February 2026 by order of the Board of Directors
Registered Office:
Nath House, Satish Kagliwal
Nath Road Director
Chhatrapati Sambhajinagar DIN: 00119601
(Aurangabad)-431005
Mar 31, 2024
Your directors are pleased to present the Annual Report together with the Audited Accounts of your Company for the financial year ended 31st March 2024.
1. FINANCIAL RESULTS.
(Rs in Lacs)
|
Sr. No |
PARTICULARS |
YEAR ENDED |
||
|
31.03.2024 |
31.03.2023 |
|||
|
1. |
Sales |
0.00 |
000 |
|
|
2. |
Profit before Interest & Depreciation |
(37.04) |
(32.47) |
|
|
3. |
Interest |
0.00 |
0.00 |
|
|
4. |
Depreciation |
2.65 |
2.62 |
|
|
5. |
Profit Before Tax & Extra-ordinary items |
(39.69) |
(35.10) |
|
|
6. |
Tax Provision (Net of Deferred Tax) |
°.°° |
0.00 |
|
|
7. |
Profit After Tax |
(39.69) |
y |
(35.10) |
|
8. |
Extra-Ordinary Items |
a00 |
0.00 |
|
|
9. |
Profit available for Appropriation |
<39-69) |
(35.10) |
|
|
10 |
Balance carried to Balance Sheet |
(39.89) |
(35.10) |
|
2. COMPANY''S PERFORMANCE AND OPERATION.
Although there was no revenue in the year under review, your company had entered into agreements for development and construction of Residencial and Commercial properties. The work on ground had already been started and we are expecting revenue from the said projects soon.
3. DIVIDEND.
/\vv
Since the Company has not commenced operations in the new role, the Directors have not recommended any dividend for the financial year 2023-24.
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, 2024 is Rs.143260000/- divided into 14326000 equity shares of face value of 10/- each and preference share capital as on 31st March, 2024 is Rs. 78,00,000 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 2023-24 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 2023-24 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 Company''s website at www.techindianirman.com.
7. STATUTORY AUDITORS AND AUDITORS REPORT.
â
disclosure by the statutory auditors in their report. They have not reported any incident of fraud
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 adver
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 2024, 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 2024. 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 2024. 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. SUBSIDERIES.
The Company does not have any subsidiary within the meaning of the Companies Act, 2013.
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 Board''s 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.
Pursuant to the provisions of Section 134 (3) (c) of the Compani Directors hereby confirms that,
V
2013, the Board of
ii.
iii.
iv.
v.
vi.
In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.
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, 2024 and of the profits of the company for that period.
It has taken proper and sufficient care for the maintenance of adequate accounting records in
r
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.
It has prepared the annual accounts on a going concern basis.
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.
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.
anges in Directors
Ms. Sweta Kagliwal (DIN-02052811) had resigned from the position of Director of the Company, due to preoccupation and personal reasons. (08th May 2023)
Mr. Aksah Nandkishor Kagliwal (DIN-01691724) was aappointed as Additional Director on board further to be appointed as Director on board subject to Approval from Shareholders in Annual General Meeting of the Company. (08th May 2023)
Mr. Satish Kagliwal (DIN-00119601) was re-designated as Director of the Company from Managing Director, due to non-reappointment as Managing Director of the Company in Annual General Meeting. (14th July 2023)
¦ Mr. Aksah Nandkishor Kagliwal (DIN-01691724) had ceased to be Additional Director of the Company, because of non-regularization as Director of the Company in Annual General Meeting of the Company. (14th July 2023).
¦ Ms. Sweta Kagliwal (DIN-02052811) had been appointed as Additional Director on Board, further, to be appointed as Managing Director of the Company, subject to Approval of Shareholders in the ensuing Extra Ordinary general meeting of the Company. (11th August 2023).
ra Ordina
Ms. Sweta Kagliwal (DIN-02052811) who had been appointed as Additional Director on Board, further, to be appointed as Managing Director of the Company, ceased to act as Additional Director of the Company due to Non regularization in the Extra Ordinary General Meeting of the Company. (30th Sept 2023)
Director Retires by rotation
Ms. 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. Sunil Dixit Ms. Rajshree Jain
dI WlllLtJI
:retary
*
litted the declaration o
-Chief Financial Officer -Company Secretary
15. DECLARATION OF INDEPENDENT DIRECTOR.
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.
16. FAMILIARIZA TION PROGRAMME OF INDEPENDENT DIRECTOR.
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.
17. 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 08th May 2023, 11th August 2023, 17th October 2023, 17th January 2024. The details of attendance of Board meetings and Committee meetings held during the Financial Year 202324 forms part of the Corporate Governance Report.
18. 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.
19. 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.
ii
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.
SEGMENTATION OR PRODUCT-WISE PERFORMANCE The Company would only be dealing in the real estate business reported as one segment.
would be
ry is high c
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.
to work towai
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20. 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.
21. PARTICULARS OF LOANS, AND GURANTEES 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 2023-24 as per Section 186 of the Companies Act, 2013.
22. CORPORATE SOCIAL RESPONSIBILITY (CSR).
on of
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.
23. 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 noncompliances. 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.
24. 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, 2024 to the date of signing of the Director''s Report.
25. RISK ASSESMENTAND 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.
26. POLICY AGAINST SEXUAL HARRASMENT 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: NA
27. 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.
28. 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- |
¦ All recommendations made by the Audit |
|
Chairman |
^Committee during the year were accepted |
|
|
Mr. Satish Kagliwal-Member Mr. Hitesh Purohit-Member > |
by the Board. ¦ In accordance with the requirements of the Listing Agreement, The Company has |
|
|
formulated policies on related party transactions. |
||
|
Stakeholders'' |
Mr. Vadla Nagabhushanam- |
¦ The Committee reviews and ensures |
|
Relationship Committee |
Chairman |
redressal of investor grievances. |
|
Mr. Satish Kagliwal-Member |
¦ The Committee noted that all the |
|
|
Mr. Hitesh Purohit-Member |
grievances of the investors have been |
|
|
w V |
resolved during the year. |
|
|
Nomination and |
Mr. Vadla Nagabhushanam- |
¦ To formulate the criteria for determining |
|
Remuneration |
/Chairman |
qualifications, positive attributes and |
|
Committee |
Mr. Madhukar Deshpande-Member |
independence of a director, and |
|
Mr. Hitesh Purohit-Member |
recommend to the Board a policy, relating |
|
|
to the remuneration for the Directors, key managerial personnel and other employees. |
||
|
¦ To carry out evaluation of every Director''s |
||
|
performance. |
||
29. 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
30. EXTRACT OF ANNUAL RETURN.
Annexure III is attached.
____, Buildi
AV
mployees at
31. INSURANCE.
P
All the insurable interest of the Company, including Inventories, Buildings, Machinery etc., is
adequately insured.
32. 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.
33. 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 August 2024 Registered Office:
Nath House,
Nath Road
Director Satish Kagliwal DIN:00119601
Director
Jeevanlata Kagliwal DIN: 02052811
Chhatrapati Sambhajinagar (Aurangabad)-431005
Techindia Nirman Ltd. 25
Mar 31, 2015
Dear Members,
The Directors are pleased to present the Annual Report together with
the Audited Accounts of your Company for the financial year ended 31st
March 2015.
FINANCIAL RESULTS
(Rs in Lacs)
YEAR ENDED
Sr. PARTICULARS 31.03.2015 31.03.2014
No
1. Sales 0.00 0.00
2. Profit before Interest & (1.39) (53.24)
Depreciation
3. Interest 0.00 0.01
4. Depreciation 2.08 5.83
5. Profit Before Tax & (3.47) (47.40)
Extra-ordinary items
6. Tax Provision 0.00 0.00
(Net of Deferred Tax)
7. Profit After Tax (3.47) (47.40)
8. Extra-Ordinary Items 227.60 (13.21)
9. Profit available for 224.13 (60.61)
Appropriation
10 Balance carried to Balance Sheet 224.13 (60.61)
FINANCIAL HIGHLIGHTS AND OPERATIONS
Your company had been in the Hybrid Seeds business since inception.
Pursuant to the Scheme of Reconstruction and Rearrangement the Seed
Business was transferred to another company. We continued Cotton and
Paddy seed production for few years. However last year that activity
was also closed. Keeping in view the vast opportunities available in
the Real Estate and Infrastructure field, it was then decided to
venture into these areas. Accordingly the main objects of the Company
were changed through Postal Ballot. We also applied to Registrar of
Companies for change of name to suit the new business line of the
Company. Accordingly "TECHINDIA NIRMAN LIMITED" has been allotted to
the Company.
Although no business has been conducted by the Company in this year, we
are gearing up to venture into the new line of business of Real Estate
and Infrastructure Development.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate
Governance and adhere to the Corporate Governance requirements set out
by SEBI. The Company has also implemented several best corporate
governance practices as prevalent globally.
The Report on Corporate Governance as stipulated under Clause 49 of
Listing Agreement forms part of the Annual Report. The Requisite
Certificate from the Auditors of the Company, Gautam N Associates,
Chartered Accountants, Aurangabad confirming compliance with the
conditions of Corporate Governance as stipulated under the aforesaid
Clause 49 is attached to this report.
DIVIDEND
Given the growth requirements of the business and the inadequacy of
profits in the Company, the Directors have not recommended any dividend
for the financial year 2014-15.
DEPOSITS
Your company has not accepted any fixed deposits during the year under
review.
RISK MANAGEMENT
During the year, your Directors have constituted a Risk Management
Committee which has been entrusted with the responsibility to assist
the Board in (a) Overseeing and approving the Company's enterprise wide
risk management framework; and (b) Overseeing that all the risks that
the organization faces such as strategic, financial, credit, market,
liquidity, security, property, IT, legal, regulatory, reputational and
other risks have been identified and assessed and there is an adequate
risk management infrastructure in place capable of addressing those
risks.
DIRECTORS & KEY MANAGERIAL PERSON
Mr. Akash Kagliwal, Director retires by rotation and being eligible
offers himself for re-appointment. Pursuant to Clause 49 of the Listing
Agreement, Details of Directors retiring by rotation is provided as
part of the Notice of the ensuing Annual General Meeting.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of
independence as prescribed both under the Act and Clause 49 of the
Listing Agreement with the Stock Exchanges. The Company has devised a
Policy for performance evaluation of Independent Directors, Board,
Committees and other individual Directors which includes criteria for
performance evaluation of the non-executive directors and executive
directors.
AUDITORS
At the Annual General Meeting held on May 17th 2014, M/s Gautam N
Associates, Chartered Accountants, Aurangabad were appointed as the
Statutory Auditors of the Company to hold office till the conclusion of
the Annual General Meeting to be held in the calendar year 2018. In
terms of the first proviso to Section 139 of the Companies Act 2013,
The appointment of the Auditors shall be placed for ratification at
every Annual general Meeting. Accordingly, The appointment of M/s
Gautam N Associates, Chartered Accountants, as statutory auditors of
the Company, is placed for ratification by the shareholders. In this
regard, The Company has received a certificate from the Auditors to the
effect that if they are re-appointed, it would be in accordance with
the provisions of section 141 of the Companies Act 2013.
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.
SECRETARIAL AUDITOR
M/s Neha P Agrawal, Practising Company Secretary has been appointed as
the secretarial Auditor of the Company for the financial year 2015-16
as required under Section 204 of the Companies Act 2013 and Rules
thereunder. The Secretarial Audit Report for the financial year ended
March 31, 2015 is annexed herewith marked as Annexure III to this
Report. The Secretarial Audit Report does not contain any
qualification, reservation or adverse remark.
COMMITTEES OF THE BOARD
Currently the Board has five committees: The Audit Committee, the
stakeholders' relationship committee, the nomination & remuneration
committee, risk Management Committee, & whistle blower 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 Composition of the Highlights of Duties,
Committee Committee responsibilities and
activities
Audit R.S. Attal-Chairman * All recommendations made
Committee Shrirang Agrawal, by the Audit Committee
Akash Kagliwal during the year were
accepted by the Board.
* In accordance with the
requirements of the
Listing Agreement,
The Company has
formulated policies on
related party
transactions.
Stakeholders' R.S. Attal-Chairman * The Committee reviews
and ensures redressal
Relationship Shrirang Agrawal, of investor grievances.
Committee Akash Kagliwal * The Committee noted that
all the grievances of
the investors have been
resolved during the year.
Nomination and R.S. Attal-Chairman * To formulate the
Remuneration Shrirang Agrawal, criteria for determining
Committee Satish Kagliwal 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.
* To carry out evaluation
of every Director's
performance.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND
SECURITIES PROVIDED
Particulars of loans given, investments made, guarantees given and
securities provided along with the purpose for which the loan or
guarantee or security is proposed to be utilized by the recipient are
provided in the standalone financial statement (Please refer to Note 9
and 10 to the standalone financial statement).
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, 2015
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.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Particulars of Energy Conservation, Technology Absorption and Foreign
Exchange Earnings and Outgo required under the Companies (Accounts)
Rules, 2014.
Conservation of Energy:
The Company has taken necessary measure to achieve economy in
consumption of energy.
Technology Absorption & Research and Development:
The company has employed state-of-the-art technology, wherever
applicable.
Expenditure on R & D NIL
Foreign Exchange Earning and Outgo: Earnings NIL
Outgo NIL
EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company is annexed herewith as Annexure
IV to this Report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
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 and
other particulars of the employees drawing remuneration in excess of
the limits set out in the said rules are provided in the Annual Report.
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are
provided in the Annual Report.
INSURANCE
All the insurable interest of the company, including Inventories,
Buildings, Machinery etc, is adequately insured.
ACKNOWLEDGEMENT
The employees of TECHINDIA NIRMAN LIMITED continue to work with great
dedication and commitment. The Board desires to place on record its
appreciation to all the employees of the company during the year under
review.
The Board also acknowledges the support given by Banks, Financial
Institutions and Government Authorities.
For and on behalf of the Board of Directors
30th May 2015
Registered Office:
Nath House,
Nath Road Managing Director Director
Aurangabad-431005 Satish Kagliwal Akash Kagliwal
DIN:00119601 DIN:01691724
Mar 31, 2014
The Directors are pleased to present the Annual Report together with
the Audited Accounts of your Company for the financial year ended 31st
March 2014.
FINANCIAL RESULTS
(Rs In Lacs)
YEAR ENDED
Sr. PARTICULARS 31.03.2014 31.03.2013
No
1. Sales 0 1240.25
2. Profit before Interest & Depreciation (53.24) 31.19
3. Interest 0.01 16.59
4. Depreciation 5.83 6.48
5. Profit Before Tax (47.4) 8.12
6. Tax Provision 0 0
7. Profit After Tax (47.4) 8.12
8. Extra-Ordinary Items (13.21) 0
9. Profit carried to Balance Sheet (60.61) 8.12
OVERALL PERFORMANCE AND OUTLOOK
Your company had been in the Hybrid Seeds business since inception.
Pursuant to the Scheme of Reconstruction and Rearrangement the Seed
Business was transferred to another company. We continued Cotton and
Paddy seed production for few years. However last year that activity
was also closed. Keeping in view the vast opportunities available in
the Real Estate and Infrastructure field, it was then decided to
venture into these areas. Accordingly the main objects of the Company
were changed through Postal Ballot. We also applied to Registrar of
Companies for change of name to suit the new business line of the
Company. Accordingly "TECHINDIA NIRMAN LIMITED" has been allotted to
the Company.
Although no business has been conducted by the Company in this year, we
are gearing up to venture into the new line of business of Real Estate
and Infrastructure Development.
CHANGE OF NAME OF THE COMPANY
With reference to the Change in the Business activity of the Company,
the management has as stated in the notice of the Annual General
Meeting proposed to change the name of the Company to "TECH INDIA
NIRMAN LIMITED". The Board of Directors will ensure the due compliance
of all the terms and conditions as stipulated by the Listing Agreement,
The Companies Act 2013 during the process of name change.
MANAGEMENT REVIEW ANALYSIS
The company had made its name in the agriculture sector. With the
change of business line the company is now in the process of venturing
into real estate and infrastructure sector. Your company has a good
exposure in the real estate market and has considerable landed assets
in Aurangabad. 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 future.
i. OPPORTUNITIES AND THREATS The real estate market is open to
strategic opportunities but then it is also prone to the ups and downs
from time to time. We are entering in this area at a time when the
market is undergoing a slow down. Our asset base would be 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 from this year onwards 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.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate
Governance and adhere to the Corporate Governance requirements set out
by SEBI. The Company has also implemented several best corporate
governance practices as prevalent globally.
The Report on Corporate Governance as stipulated under Clause 49 of
Listing Agreement forms part of the Annual Report. The Requisite
Certificate from the Auditors of the Company, Gautam N Associates,
Chartered Accountants, Aurangabad confirming compliance with the
conditions of Corporate Governance as stipulated under the aforesaid
Clause 49 is attached to this report.
DIVIDEND
Given the growth requirements of the business and the inadequacy of
profits in the Company, the Directors have not recommended any dividend
for the financial year 2013-14.
DEPOSITS
The Company had accepted Fixed Deposits as per section 58A of the
Companies Act, 1956, and has strictly adhered to all the applicable
laws and regulations including the Companies Act, 1956 read with Rules
issued thereunder. The Company has complied with all the necessary
requirements while accepting deposits.
The Company has repaid all its fixed deposit holders during the year
2013 and there are no fixed deposits as per section 58A of the
Companies Act, 1956 for the year ended 31st March 2014.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING
& OUTGO:
In terms of rule 2 of The Companies (Disclosure of particulars in the
report of Board of Directors Rules, 1988) the relevant particulars are
given as under.
Conservation of Energy:
The Company has taken necessary measure to achieve economy in
consumption of energy.
Technology Absorption & Research and Development:
The company has employed state-of-the-art technology, wherever
applicable.
Expenditure on R & D NIL
Foreign Exchange Earning and Outgo: Earnings NIL
Outgo NIL
DIRECTORS
Mr. Shrirang Agrawal, Director retires by rotation and being eligible
offers himself for re- appointment. Pursuant to Clause 49 of the
Listing Agreement, Details of Directors retiring by rotation is
provided as part of the Notice of the ensuing Annual General Meeting.
Mr. Satish Kagliwal was appointed as the Whole Time Director of the
company, and his term of office expires on 1st October 2014, and as
stated in the Notice of the Annual General Meeting it is proposed to
appoint him as the Managing Director of the Company. Mr. Satish
Kagliwal is is a Managing Director in Nath Bio-Genes (India) Limited &
the Board of Directors have given their unanimous approval for his
appointment as Managing Director of our Company.
COMPANY SECRETARY
Pursuant to the provisions of the Companies Act, 1956, your company has
appointed Ms. Krutika Apte as a full time Company Secretary of the
Company for ensuring the compliance of all necessary statutory
requirements and procedures.
AUDITORS
M/s Gautam N Associates, Chartered Accountants, Aurangabad retire at
the ensuing Annual General Meeting and being eligible, have expressed
their willingness to continue, if so appointed. As required under the
provisions of section 139(1) of 2013 Act & the Companies (Audit &
Auditors) Rules 2014, your Company has obtained a written certificate
from the Auditors proposed to be re-appointed to the effect that, if
the appointment is made it shall be in accordance with the conditions
as may be prescribed. The Board hereby requests the members to
reappoint M/s Gautam N Associates, Chartered Accountants, Aurangabad as
the Auditors for period of three years from the conclusion of this
Annual General Meeting till the Annual General Meeting to be held in
2017.
AUDITORS REPORT
The Auditors in their Report have commented regarding the penalty
proceedings initiated by Income Tax Department. Here it is clarified
that the base demand on which the penalty proceedings have been
initiated has already been allowed by the department. Hence we have
appealed against this penalty proceeding with the department and are
confident that the issue will be decided in our favour. The other
comments are self-explanatory, and therefore, in the opinion of the
Directors, do not call for any further explanation.
PARTICULARS OF EMPLOYEES
As required by Section 217 (2 A) of the Companies Act, 1956, read with
the Companies (Particulars of Employees) Rules, 1975, as amended, the
information be treated as NIL, as no employee is drawing salary equals
to or above the limits mentioned in the said Section and Rules.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217 (2AA) of Companies Act, 1956,
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, 2014
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.
INSURANCE
All the insurable interest of the company, including Inventories,
Buildings, Machinery etc, is adequately insured.
ACKNOWLEDGEMENT
The employees of NATH SEEDS LIMITED continue to work with great
dedication and commitment. The Board desires to place on record its
appreciation to all the employees of the company during the year under
review.
The Board also acknowledges the support given by Banks, Financial
Institutions and Government Authorities.
For and on behalf of the Board of Directors
23rd April 2014
Registered Office:
Nath House,
Nath Road, Whole Time Director Director
Aurangabad-431005 Satish Kagliwal Akash Kagliwal
DIN 00119601 DIN 01691724
Mar 31, 2013
The Directors are pleased to present the Annual Report together with
the Audited Accounts of your Company for the financial year ended 31st
March 2013.
FINANCIAL RESULTS (Rs in Lacs)
YEAR ENDED
PARTICULARS
Sr.
No 31.03.2013 31.03.2012
1. Sales 1240.25 2360.78
2. Profit before Interest &
Depreciation 31.19 115.45
3. Interest 16.59 100.64
4. Depreciation 6.48 3.41
5. Profit Before Tax 8.12 11.40
6. Tax Provision 0 0
7. Profit After Tax 8.12 11.40
8. Extra-Ordinary Items 0 0
9. Profit carried to Balance Sheet 8.12 11.40
OVERALL PERFORMANCE AND OUTLOOK
The turnover of the Company during the financial year was Rs 1240.25
Lacs as against last year''s 2360.78 Lacs. Your Company is in a
transitional phase and is changing its business operations. This was
the last year for hybrid Seeds Operations. Your Company is now planning
to commence Infrastructure Development. The main objects of the Company
have already been changed to incorporate the new business strategy
through a postal ballet. We are now setting up new plans for
Infrastructure Development and plan to commence new operations over the
next few months.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate
Governance and adhere to the Corporate Governance requirements set out
by SEBI. The Company has also implemented several best corporate
governance practices as prevalent globally. The Report on Corporate
Governance as stipulated under Clause 49 of Listing Agreement forms
part of the Annual Report. The Requisite Certificate from the Auditors
of the Company, Gautam N Associates, Chartered Accountants, Aurangabad
confirming compliance with the conditions of Corporate Governance as
stipulated under the aforesaid Clause 49 is attached to this report.
DIVIDEND
Given the growth requirements of the business and the inadequacy of
profits in the Company, the Directors have not recommended any dividend
for the financial year 2012-13.
DEPOSITS
The Company has accepted Fixed Deposits as per section 58A of the
Companies Act, 1956, and has strictly adhered to all the applicable
laws and regulations including the Companies Act, 1956 read with Rules
issued there under. The Company has complied with all the necessary
requirements while accepting deposits. .
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING
& OUTGO:
In terms of rule 2 of The Companies (Disclosure of particulars in the
report of Board of Directors Rules, 1988) the relevant particulars are
given as under.
Conservation of Energy: The Company has taken necessary measure to
achieve economy in consumption of energy.
Technology Absorption & Research and Development: The Company has
employed state-of-the- art technology, wherever applicable.
Expenditure on R & D NIL
Foreign Exchange Earning and Outgo: Earnings NIL
Outgo NIL
DIRECTORS
Mr. Shrirang Agrawal, Director retires by rotation and being eligible
offers himself for re- appointment. Pursuant to Clause 49 of the
Listing Agreement, Details of Directors retiring by rotation is
provided as part of the Notice of the ensuing Annual General Meeting.
COMPANY SECRETARY
Pursuant to the provisions of the Companies Act, 1956, your company has
appointed Ms. Krutika Apte as a full time Company Secretary of the
Company for ensuring the compliance of all necessary statutory
requirements and procedures.
AUDITORS
M/s Gautam Nandavat Associates, Chartered Accountants, Aurangabad
retire at the ensuing Annual General Meeting and being eligible, have
expressed their willingness to continue, if so appointed. As required
under the provisions of Section 224 of the Companies Act, 1956 your
Company has obtained a written certificate from the Auditors proposed
to be re-appointed to the effect that their re-appointment , if made
would be in conformity with the limits specified in the said section.
The Board hereby requests the members to reappoint M/s Gautam Nandavat
Associates, Chartered Accountants, Aurangabad as the Auditors for the
current year.
AUDITORS REPORT
The Auditors in their Report have made certain comments, regarding non
charging of interest. The Management feels that since the investment
is of strategic nature, no interest is to be charged.
PARTICULARS OF EMPLOYEES
As required by Section 217 (2 A) of the Companies Act, 1956, read with
the Companies (Particulars of Employees) Rules, 1975, as amended, the
information be treated as NIL, as no employee is drawing salary equals
to or above the limits mentioned in the said Section and Rules.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217 (2AA) of Companies Act, 1956,
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, 2013
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.
INSURANCE
All the insurable interest of the company, including Inventories,
Buildings, Machinery etc, is adequately insured.
ACKNOWLEDGEMENT
The employees of NATH SEEDS LIMITED continue to work with great
dedication and commitment. The Board desires to place on record its
appreciation to all the employees of the company during the year under
review. The Board also acknowledges the support given by Banks,
Financial Institutions and Government Authorities.
For and on behalf of the Board of Directors
29th July 2013
Registered Office:
Nath House,
Nath Road, Whole Time Director Director
Aurangabad-431005 Satish Kagliwal Aakash Kagliwal
Mar 31, 2012
The Directors are pleased to present the Annual Report together with
the Audited Accounts of your Company for the financial year ended 31st
March 2012.
FINANCIAL RESULTS
(Rs In Lacs)
YEAR ENDED
Sr. PARTICULARS 31.03.2012 31.03.2011
No
1. Sales 2360.78 1591.44
2. Profit before Interest & Depreciation 115.45 215.46
3. Interest 100.64 108.68
4. Depreciation 3.41 3.59
5. Profit Before Tax 11.40 103.19
6. Tax Provision 0 0
7. Profit After Tax 11.40 103.19
8. Extra-Ordinary Items 0 5.26
9. Profit carried to Balance Sheet 11.40 108.45
OVERALL PERFORMANCE AND OUTLOOK
The turnover of the Company during the financial year was Rs 2360.78
Lacs as against last year's 1591 Lacs. The Company is positive about
its future growth.
MANAGEMENT REVIEW ANALYSIS
i. INDUSTRY STRUCTURE AND DEVELOPMENT
Agriculture remains a pivotal part of the Indian Economy despite the
emergence of other sectors and decreasing GDP Share. The Agri-inputs
industry produces products that provide essential support to modern
agriculture. The Seed is one of the most crucial inputs in agricultural
production.
We continued to play a dominant role in the seed industry & the Company
is now dealing in all types of Hybrid seeds. We have been in this
business since inception and have made tremendous inroads in the seeds
markets.
The main stay of the company is cotton seed, for which we have already
developed a Bt Seed, suitable for Indian Markets.
ii. OPPORTUNITIES AND THREATS
The company had been majoring on cotton seed over the last few years.
However, we have now begun to concentrate on other crops, especially
Paddy and then subsequently wheat thereby changing the product mix of
the company. We have also been concentrating on Research & Development,
with a focus to release new hybrid seeds every 2-3 years. With the
growing seed industry, the company is all poised to reap rich
dividends.
The monsoon factor plays a very important role in the seed industry,
basically because majority of the agrarian society of the nation is
dependent on rains. This factor has played a significant role in the
past and would continue to be a factor for future too.
iii. SEGMENTATION OR PRODUCT-WISE PERFORMANCE
Although the Company deals in research of various types of hybrid
seeds, the seed as such is a single product, and hence is reported as
one segment. However, we keep a track on the product performances and
apart from Cotton; Paddy & Wheat have also been performing well.
iv. OUTLOOK, RISK AND CONCERNS
The main risk in the seed industry is erratic monsoon, which is beyond
control. The Company feels that with the modernization in Irrigation
systems, the seed industry would be able to face the situation better
in future. There is an opportunity to accelerate growth in the farming
sector which has remained stagnant for over past two decades.
However, several other factors like floods, drought and macro economic
factors like demand and supply of end products will have an impact on
this industry.
v. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
There is adequate internal control system in the company through
internal audit and regular operational reviews.
vi. 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.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate
Governance and adhere to the Corporate Governance requirements set out
by SEBI. The Company has also implemented several best corporate
governance practices as prevalent globally.
The Report on Corporate Governance as stipulated under Clause 49 of
Listing Agreement forms part of the Annual Report. The Requisite
Certificate from the Auditors of the Company, Gautam N Associates,
Chartered Accountants, Aurangabad confirming compliance with the
conditions of Corporate Governance as stipulated under the aforesaid
Clause 49 is attached to this report.
DIVIDEND
Given the growth requirements of the business and the inadequacy of
profits in the Company, the Directors have not recommended any dividend
for the financial year 2011-12.
DEPOSITS
The Company has accepted Fixed Deposits as per section 58A of the
Companies Act, 1956, and has strictly adhered to all the applicable
laws and regulations including the Companies Act, 1956 read with Rules
issued thereunder. The Company has complied with all the necessary
requirements while accepting deposits. .
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING
& OUTGO:
In terms of rule 2 of The Companies (Disclosure of particulars in the
report of Board of Directors Rules, 1988) the relevant particulars are
given as under.
Conservation of Energy:
The Company has taken necessary measure to achieve economy in
consumption of energy.
Technology Absorption & Research and Development:
The company has employed state-of-the-art technology, wherever
applicable.
Expenditure on R & D NIL
Foreign Exchange Earning and Outgo: Earnings NIL
Outgo NIL
DIRECTORS
Mr. Akash Kagliwal, Director retires by rotation and being eligible
offers himself for re- appointment. Pursuant to Clause 49 of the
Listing Agreement, Details of Directors retiring by rotation is
provided as part of the Notice of the ensuing Annual General Meeting.
COMPANY SECRETARY
Pursuant to the provisions of the Companies Act, 1956, your company has
appointed Ms. Krutika Apte as a full time Company Secretary of the
Company for ensuring the compliance of all necessary statutory
requirements and procedures.
AUDITORS
M/s Gautam Nandavat Associates, Chartered Accountants, Aurangabad
retire at the ensuing Annual General Meeting and being eligible, have
expressed their willingness to continue, if so appointed. As required
under the provisions of Section 224 of the Companies Act, 1956 your
Company has obtained a written certificate from the Auditors proposed
to be re- appointed to the effect that their re-appointment , if made
would be in conformity with the limits specified in the said section.
The Board hereby requests the members to reappoint M/s Gautam Nandavat
Associates, Chartered Accountants, Aurangabad as the Auditors for the
current year.
AUDITORS REPORT
The Auditors in their Report have made certain comments which are
self-explanatory, and therefore, in the opinion of the Directors, do
not call for any further explanation.
PARTICULARS OF EMPLOYEES
As required by Section 217 (2 A) of the Companies Act, 1956, read with
the Companies (Particulars of Employees) Rules, 1975, as amended, the
information be treated as NIL, as no employee is drawing salary equals
to or above the limits mentioned in the said Section and Rules.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217 (2AA) of Companies Act, 1956,
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, 2012
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.
INSURANCE
All the insurable interest of the company, including Inventories,
Buildings, Machinery etc, is adequately insured.
ACKNOWLEDGEMENT
The employees of NATH SEEDS LIMITED continue to work with great
dedication and commitment. The Board desires to place on record its
appreciation to all the employees of the company during the year under
review.
The Board also acknowledges the support given by Banks, Financial
Institutions and Government Authorities.
For and on behalf of the Board of Directors
4th August 2012
Registered Office:
Nath House,
Nath Road, Whole Time Director Director
Aurangabad-431005 Satish Kagliwal Akash Kagliwal
Mar 31, 2010
The Directors are pleased to present the Annual Report together with
the Audited Accounts of your Company for the financial year ended 31st
March 2010.
FINANCIAL RESULTS
(Rs In Lacs)
YEAR ENDED
Sr. PARTICULARS
31.03.2010 31.03.2009
No
1. Sales 2822.06 2831.4
2. Profit before Interest & Depreciation 29.97 2.63
3. Interest 96.89 75.55
4. Depreciation 3.78 3.98
5. Profit Before Tax -70.70 -76.9
6. Tax Provision 0 0.39
7. Profit After Tax -70.70 -77.29
8. Extra-Ordinary Items 1.3 0
9. Profit carried to Balance Sheet -72 -77.29
OVERALL PERFORMANCE AND OUTLOOK
The turnover of the Company during the financial year was Rs 2822 Lacs
as against last yearÃs 2831 Lacs. During this year the Company has sold
land worth 427 Lacs and the same has been included in the sales. The
Company is positive about its future growth.
MANAGEMENT REVIEW ANALYSIS
i. INDUSTRY STRUCTURE AND DEVELOPMENT Agriculture remains a pivotal
part of the Indian Economy despite the emergence of other sectors and
decreasing GDP Share. The Agri-inputs industry produces products that
provide essential support to modern agriculture. Seed is one of the
most crucial input in agricultural production.
We continued to play a dominant role in the seed industry & the Company
is now dealing in all types of Hybrid seeds. We have been in this
business since inception and have made tremendous inroads in the seeds
markets.
The main stay of the company is cotton seed, for which we have already
developed a Bt Seed, suitable for Indian Markets.
ii. OPPORTUNITIES AND THREATS The company had been majoring on cotton
seed over the last few years. However, we have now begun to concentrate
on other crops, especially Paddy and then subsequently wheat thereby
changing the product mix of the company. We have also been
concentrating on Research & Development, with a focus to release new
hybrid seeds every 2-3 years. With the growing seed industry, the
company is all poised to reap rich dividends.
The monsoon factor plays a very important role in the seed industry,
basically because majority of the agrarian society of the nation is
dependent on rains. This factor has played a significant role in the
past and would continue to be a factor for future too.
iii. SEGMENTATION OR PRODUCT-WISE PERFORMANCE Although the Company
deals in research of various types of hybrid seeds, the seed as such is
a single product, and hence is reported as one segment. However, we
keep a track on the product performances and apart from Cotton, Paddy
and Wheat have also been performing well.
iv. OUTLOOK, RISK AND CONCERNS The main risk in the seed industry is
erratic monsoon, which is beyond control. The Company feels that with
the modernization in Irrigation systems, the seed industry would be
able to face the situation better in future. There is an opportunity to
accelerate growth in the farming sector which has remained stagnant for
over past two decades.
However, several other factors like floods, drought and macro economic
factors like demand and supply of end products will have an impact on
this industry.
v. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY There is adequate
internal control system in the company through internal audit and
regular operational reviews.
vi. 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.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate
Governance and adhere to the Corporate Governance requirements set out
by SEBI. The Company has also implemented several best corporate
governance practices as prevalent globally.
The Report on Corporate Governance as stipulated under Clause 49 of
Listing Agreement forms part of the Annual Report. The Requisite
Certificate from the Auditors of the Company confirming compliance with
the conditions of Corporate Governance as stipulated under the
aforesaid Clause 49 is attached to this report.
DIVIDEND
Given the growth requirements of the business and the inadequacy of
profits in the Company, the Directors have not recommended any dividend
for the financial year 2009-10.
DEPOSITS
The Company has accepted Fixed Deposits as per section 58A of the
Companies Act, 1956, and has strictly adhered to all the applicable
laws and regulations including the Companies Act, 1956 read with Rules
issued thereunder. The Company has complied with all the necessary
requirements while accepting deposits. .
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING
& OUTGO:
In terms of rule 2 of The Companies (Disclosure of particulars in the
report of Board of Directors Rules, 1988) the relevant particulars are
given as under.
Conservation of Energy:
The Company has taken necessary measure to achieve economy in
consumption of energy.
Technology Absorption & Research and Development:
The company has employed state-of-the-art technology, wherever
applicable.
Expenditure on R & D NIL
Foreign Exchange Earning and Outgo: Earnings NIL
Outgo NIL
DIRECTORS
Mr. Shrirang Agrawal, Director retires by rotation and being eligible
offers himself for re- appointment. Pursuant to Clause 49 of the
Listing Agreement, Details of Directors retiring by rotation is
provided as part of the Notice of the ensuing Annual General Meeting.
COMPANY SECRETARY
Pursuant to the provisions of the Companies Act, 1956, your company has
appointed Ms. Krutika Apte as a full time Company Secretary of the
Company for ensuring the compliance of all necessary statutory
requirements and procedures.
AUDITORS
M/s Gautam Nandavat Associates, Chartered Accountants, Aurangabad
retire at the ensuing Annual General Meeting and being eligible, have
expressed their willingness to continue, if so appointed. As required
under the provisions of Section 224 of the Companies Act, 1956 your
Company has obtained a written certificate from the Auditors proposed
to be re- appointed to the effect that their re-appointment , if made
would be in conformity with the limits specified in the said section.
The Board hereby requests the members to reappoint M/s Gautam Nandavat
Associates, Chartered Accountants, Aurangabad as the Auditors for the
current year.
AUDITORS REPORT
The Auditors in their Report have made certain comments which are
self-explanatory, and therefore, in the opinion of the Directors, do
not call for any further explanation.
PARTICULARS OF EMPLOYEES
As required by Section 217 (2 A) of the Companies Act, 1956, read with
the Companies (Particulars of Employees) Rules, 1975, as amended, the
information be treated as NIL, as no employee is drawing salary equals
to or above the limits mentioned in the said Section and Rules.
DIRECTORSÃ RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217 (2AA) of Companies Act, 1956,
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, 2010
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.
INSURANCE
All the insurable interest of the company, including Inventories,
Buildings, Machinery etc, is adequately insured.
ACKNOWLEDGEMENT
The employees of NATH SEEDS LIMITED continue to work with great
dedication and commitment. The Board desires to place on record its
appreciation to all the employees of the company during the year under
review.
The Board also acknowledges the support given by Banks, Financial
Institutions and Government Authorities.
For and on behalf of the Board of Directors
3rd September 2010
Registered Office:
Nath House,
Nath Road, Whole Time Director Director
Aurangabad-431005 Satish Kagliwal Akash Kagliwal
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Techindia Nirman Ltd. Financial Data
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Techindia Nirman Ltd. कॉर्पोरेट घोषणाएं
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Stock Market Today: शेयर बाजार में डर का माहौल, रुपया रिकॉर्ड लो पर, आज सेंसेक्स-निफ्टी क्यों फिसला? -
Stock Market: आज आएंगे बंगाल, असम, तमिलनाडु सहित इन राज्यों के नतीजे, शेयर बाजार में होगा बड़ा धमाका या शांति? -
Share Market: मई में Share Market में गिरावट या तेजी, क्या कहता है 10 साल का ट्रेंड? -
Stock Market: तेल की आग से जला शेयर बाजार! एक दिन में 9 लाख करोड़ साफ, बाजार में क्यों मचा कोहराम? -
बाजार में आज सुस्त शुरुआत के संकेत! Q4 नतीजों और कच्चे तेल की चाल से बदलेगी तस्वीर -
शेयर बाजार में आज जबरदस्त धमाका: सेंसेक्स-निफ्टी की रफ्तार देख निवेशक हैरान, क्या है तेजी की असली वजह? -
Stock Alert: नाम में Hero, रिटर्न में Zero! बड़ी कंपनियों में कहीं डूब तो नहीं जाएगा आपका पैसा? -
Stock Market Today: शेयर बाजार में हाहाकार, 3 बजते ही Sensex और Nifty 50 में धड़ाम! -
Delta Corp Share Price: नतीजों का बुरा हाल, फिर भी रॉकेट बना शेयर; वजह जान हो जाएंगे हैरान! -
HDFC AMC Q4 Results: मार्च तिमाही में मुनाफा घटा, रेवेन्यू बढ़ा; जानें कितनी डिविडेंड दे रही कंपनी? -
Stock Market Rally: शेयर बाजार में पैसों की बारिश, निवेशक मालामाल, जानिए तेजी के पीछे की वजह -
Nifty Target: शेयर बाजार को झटके पर झटका, BNP पारिबा ने घटाया Nifty का टारगेट -
Stock Market Crash: 5 बड़े कारणों से शेयर बाजार में भारी गिरावट, ट्रेडिंग से पहले जान लें सच! -
Stock Market Crash: तेल 100 डॉलर के पार, बाजार खुलते ही निवेशकों के लाखों डूबे, सेंसेक्स-निफ्टी धड़ाम! -
भारतीय शेयर बाजार: आज ग्लोबल संकेतों से तय होगी दिशा -
Share Market Update: सीजफायर से शेयर बाजार में पैसा बरसा! सेंसेक्स-निफ्टी में जोरदार उछाल
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