Mar 31, 2025
Your Directors have pleasure in presenting herewith their 39th Annual Report on the business and operation of the Company together with the Audited Statements of Accounts of the Company for the year ended on 31st March, 2025.
1. FINANCIAL SUMMARY AND HIGHLIGHTS (STANDALONE):
The summarized Audited Standalone Financial Performance of your Company for the Financial Year 2024-25 and the previous Financial Year 2023-24 is tabled below:
|
(Rs. In Lacs) |
||
|
PARTICULARS |
2024-25 |
2023-24 |
|
Revenue from Operations |
0 |
0 |
|
Other income |
8.81 |
8.57 |
|
Total Income |
8.81 |
8.57 |
|
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense |
1.34 |
0.48 |
|
Less: Depreciation |
0.02 |
- |
|
Profit/loss before Finance Costs, Exceptional items and Tax Expense |
1.32 |
0.48 |
|
Less: Finance Cost |
- |
- |
|
Profit/loss before Exceptional items and Tax Expense |
1.32 |
0.48 |
|
Less: Exceptional Items |
- |
- |
|
Profit / (Loss) Before Tax |
1.32 |
0.48 |
|
Provision for Tax & Deferred Tax |
- |
- |
|
Profit / (Loss) After Tax |
1.32 |
0.48 |
|
Other Comprehensive income (net of tax effect) |
- |
- |
|
Total Comprehensive income |
1.32 |
0.48 |
2. STATE OF AFFAIRS AND PERFORMANCE OF THE COMPANY:
Total Turnover of the Company during the year was nil. However, the company has earned other income amounting to Rs. 8.81 lakhs during the year. The Company has incurred net profit of Rs.
1.32 lakhs during the year. The company will try to achieve the performance in terms of more turnover as well as profit in next year by making more initiative in the activities of the company.
The Company recognizes and embraces the importance of a diverse board in its success. The Company believes that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help the Company to retain its competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors. The policy is available on our website at http://www.tirthlimited.in/Investor-Relation#policies
The Board of Directors did not recommend any dividend for the Financial year 2024-25.
5. THE AMOUNTS. IF ANY. WHICH IT PROPOSES TO CARRY TO ANY RESERVES:
The company has not transferred any amount to reserves during the financial year 2024-25.
6. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Your Company is having dynamic, qualified, experienced, committed and versatile professionals in the Management of the Company. The Composition of Board of Director during the financial year 2024-25 under review is as follows:
|
NAME OF KEY MANAGERIAL PERSONNEL |
DESIGNATION |
|
Mr. Jigar Shah |
Managing director |
|
Mrs. Sandhya |
Non - Independent Woman Director |
|
Mr. Ashish Shah |
Independent Director |
|
Mr. Aadesh Sunil Gadhave |
Independent Director |
|
Mr. Dharmesh Shah |
Independent Director |
|
Mr. Abhishek Hagwane |
CFO |
The Board of Directors of your Company are fully committed to steering the
organization for long-term success through setting of strategies, delegating responsibilities and providing an overall direction to the business, while effectively managing risks and ensuring high quality of governance by keeping the Company on the path of Sustainable growth and development.
*In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, MS. SHANDHYA (DIN: 08579512), Director of the Company retires by rotation at this ensuing Annual General Meeting and has offered himself for reappointment.
Further, all the Directors of the Company have confirmed that they are not disqualified from being appointed as Directors in terms of Section 164 of the Companies Act, 2013.
During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committee of the Company.
The Company has received declarations from all the Independent Director of the Company confirming that they meet with the criteria of independence as prescribed under sub-section 6 of Section 149 of the Companies Act, 2013 and under Regulation 16 (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 and complied with the Code for Independent Directors prescribed in Schedule IV to the Act.
7. CHANGE IN DIRECTOR DURING THE YEAR:
During the financial year under review, the Company made the following changes in its Board of Directors and Key Managerial Personnel:
A. Appointment and Regularization of Independent Director - Mr. Dharmesh Shah:
⢠Mr. Dharmesh Shah was appointed as an Additional Independent Director of the Company with effect from April 11, 2024.
⢠His appointment was regularized by the shareholders through postal ballot on May 12, 2024.
B. Change in Managing Director:
⢠Mr. Varis Doshi, Managing Director, resigned from his position with effect from May 9, 2024.
⢠The Board appointed Mr. Jigar Shah as the Managing Director of the Company with effect from May 9, 2024.
⢠His appointment was subsequently approved by the shareholders through postal ballot on August 5, 2024.
C. Change in Chief Financial Officer:
⢠Ms. Gunjan Doshi, Chief Financial Officer, resigned with effect from November 11, 2024.
⢠The Board appointed Mr. Abhishek Hagwane as the Chief Financial Officer of the Company with effect from November 11, 2024.
D. Resignation of Company Secretary:
⢠Ms. Nisha, Company Secretary, resigned from her position with effect from November 11, 2024.
E. Change in Independent Director - Mr. Aadesh Sunil Gadhave:
⢠Mr. Naresh Rana, Independent Director, resigned from the Board with effect from November 11, 2024.
⢠On the same date, the Board appointed Mr. Aadesh Sunil Gadhave as an Additional Independent Director.
⢠His appointment was regularized at the Extraordinary General Meeting held on December 11, 2024.
The Board places on record its deep appreciation for the contributions made by the
outgoing Directors and Key Managerial Personnel and extends a warm welcome to the
newly appointed members.
During the year, Seven Board Meetings and the Meetings were duly convened and held. The following are the dates on which the Board Meetings and Committee Meeting held during the year under review:
|
SR. NO. |
BOARD MEETING |
AUDIT COMMITTEE MEETING |
NRC |
SRC |
ID |
|
(i) 1 |
11.04.2024 |
08.05.2024 |
11.04.2024 |
30.06.2024 |
05.03.2025 |
|
(ii) 1 |
08.05.2024 |
12.08.2024 |
09.05.2024 |
30.09.2024 |
|
|
(iii) |
09.05.2024 |
11.11.2024 |
11.11.2024 |
31.12.2024 |
|
|
(iv) |
05.07.2024 |
12.02.2025 |
31.03.2025 |
||
|
(v) |
12.08.2024 |
||||
|
(vi) |
11.11.2024 |
||||
|
(vii) |
12.02.2025 |
The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
The company has several committees which have been established as a part of best corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statues.
The Board has constituted following Committees:
> Audit Committee
> Nomination and Remuneration Committee
> Stakeholderâs Relationship Committee
The details with respect to the compositions, powers, roles, terms of reference etc. of relevant committees are given on the website of the company.
10. EXTRACTS OF ANNUAL RETURN:
The Annual Return of the Company as on March 31, 2025 is available on the Companyâs website and can be accessed at (www.tirthlimited.in.)
11.STATUTORY AUDITORS & AUDIT REPORT:
M/s. SHAMBHU GUPTA & CO., Chartered Accountants, (firm Registration No. 007234C) had been re-appointed as statutory auditors of the company at the Annual General Meeting held on 28th September, 2023 to hold office for 5 (five) consecutive years upto the end of financial year 2027-28.
M/s. SHAMBHU GUPTA & CO., Chartered Accountants, (firm Registration No. 007234C) has resigned as statutory auditor of the company on 14.08.2025 and the company has appointed M/s. S S R V & Associates, Chartered Accountants, (Firm Registration No. 135901W) as Statutory Auditors of the Company to fill-in causal vacancy in office of Statutory Auditors till the Annual General Meeting.
The Company has proposed to appoint M/S. S S R V & Associates, Chartered Accountants, (Firm Registration No. 135901W) as a statutory auditor of the company for the consecutive period of five years up to the Financial Year 2029-30 in the forthcoming Annual General Meeting.
The Auditors comments on your companyâs accounts for year ended March 31, 2025 are self-explanatory in nature and do not require any explanation as per provisions of Section 134(3) (f) of the Companies Act, 2013.
The Statutory auditor has given following disclaimer in its report:
⢠there is a legal proceeding initiated by the company for recovery of Loans and Advances of Rs. 5,00,000/- from M B Parikh & Co. and Rs. 25,01,500/- from M B Parikh Fin Stocks Ltd for which, legal proceedings are pending before Honorable Court. As informed to us by management that they are sure about its recovery. Our opinion is not modified in respect of this matter.
However, the company has already created provision in the books of Account for the said outstanding amount.
⢠there is amount recoverable from "Shrimm Construction Private Limited" for cancellation of agreement for purchase of property. As informed to us by the management that the said agreement is cancelled and the seller is in process of refunding the amount. The total amount recoverable as on 31-03-2025 is Rs. 1,19,61,088.18/-. Our conclusion is not modified in respect of this matter..
⢠Note No-5 of the financial statements, in which an amount of Rs. 128.58 Lakhs is shown as Inventory which is non-movable in nature. As informed to us by the management, the inventory is having the realizable value more than its cost price. Our opinion is not modified in respect of this matter.
The Board of Directors of the Company has considered the same and commented that the said Loans & advances are recoverable and therefore it has been shown as Loans & Advances- Considered Good. Also the provision has been created in books of Accounts.
12. DISCLOSURE OF REPORTING OF FRAUD BY AUDITORS UNDER SECTION 143(12):
During the financial year 2024-25, the Statutory Auditor has not reported to the audit committee any instance of fraud committed against the Company by its employees or officers under section 143(12), the details of which need to be reported in Boardâs Report.
13. INTERNAL FINANCIAL CONTROLS:
During the year, the Company continued to implement their suggestions and
recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas.
Pursuant to Section-148 (1) of the Companies Act, 2013 read with Rule 3 of Companies (Cost Records and Audit) Rules, 2014, Company does not fall under the criteria for maintaining cost record for the financial year 2024-25.
Pursuant to Section 204 of the Companies Act, 2013, your company had appointed M/S. A. SHAH & ASSOCIATES, Practicing Company Secretaries, Ahmedabad, as its Secretarial Auditors to conduct the Secretarial Audit of the company for F.Y. 2024-25. The Report of the Secretarial Auditor for the F.Y. 2024-25 is annexed to this report as âAnnexure: I'' to the Directorsâ Report.
The Board of Directors of the Company has discussed the remarks as mentioned in Secretarial Audit Report at armâs length. The qualification raised by the Secretarial Auditor in its report and the justification of Board of Directors on the same are as follows:
The Board has also undertaken to take care of such qualification and to comply with the same in future.
16. NOMINATION AND REMUNERATION POLICY:
The Board has on the recommendation of Nomination and Remuneration /Compensation Committee framed a policy on directorsâ appointment and remuneration of Directors including criteria for determining qualification, positive attributes, independence of directors and remuneration for Directors, Key Managerial Personnel and other employees. The policy is annexed to this report as âAnnexure: IIâ.
The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Companies Act, 2013.
The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings, etc.
The Board and the Nomination and Remuneration Committee (âNRCâ) reviewed the performance of the individual directors on the basis of the criteria such as the
contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.
In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.
Your Company has not accepted any fixed deposits from the public within the provisions of Section 73 to 76 of the Companies Act, 2013. Hence, the disclosures required as per Rule 8(5)(v) & (vi) of the Companies (Accounts) Rules, 2014, read with Section 73 to 76 of the Companies Act, 2013 are not applicable to your Company.
19. FOREIGN EXCHANGE EARNINGS / OUTGO:
As the Company has not carried out any activities relating to the export and import during the financial year. There is no foreign exchange expenses and foreign income during the financial year.
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, and Regulation 22 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company atunder Investors / Policy Documents / Vigil Mechanism Policy link.
21. CONSERVATION ENERGY & TECHNOLOGY ABSORPTION:
|
(a)Conservation of energy: |
|||
|
(i) |
the steps taken or impact on conservation of energy |
N.A. |
|
|
(ii) |
the steps taken by the company for utilizing alternate sources of |
N.A. |
|
|
energy |
|||
|
(iii) |
the capital investment on energy conservation equipment''s N.A. |
|
|
(b) Technology absorption: |
||
|
(i) |
the efforts made towards technology absorption |
N.A. |
|
(ii) |
the benefits derived like product improvement, cost reduction, product development or import substitution |
N.A. |
|
(iii) |
in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) |
N.A. |
|
(a) the details of technology imported |
N.A. |
|
|
(b) the year of import; |
N.A. |
|
|
(c) whether the technology been fully absorbed |
N.A. |
|
|
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof |
N.A. |
|
|
(iv) |
the expenditure incurred on Research and Development |
N.A. |
The efforts are being made for energy conservation to new and innovative means. Further, the Company did not have any imported technology during the financial year.
22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
During the financial year 2024-25 there were no contract and arrangement done with the related parties. The policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions as approved by the Audit Committee and the Board of Directors has been uploaded on the website of the Company at www.tirthlimited.in under investors/policy documents/Related Party Transaction Policy.
However, the disclosure pursuant to Section 134 (3) (h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 regarding related party transaction as per subsection (1) of section 188 of the Companies Act, 2013, are disclosed in Form No. AOC-2 in the âAnnexure: III''.
23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:
In terms of provisions of Section 134(3)(g) of the Companies Act 2013, the Particulars of Loans, Guarantees or Investments under Section 186, is annexed hereto as âAnnexure: IV'' and forms part of this Report.
24.HUMAN RESOURCES DEVELOPMENT:
Your Company treats its âHuman Resourcesâ as one of its most significant assets. The Company continues its focus on retention through employee engagement initiatives and provides a holistic environment where employees get opportunities to realize their potential. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement. The Companyâs Health and Safety Policy commits to provide a healthy and safe work environment to all employees.
26. DETAILS OF SUBSIDIARY JOINT VENTURE AND ASSOCIATES COMPANY
The company does not have any subsidiary, joint venture or associate companies.
Hence, this section is not applicable to the company.
27. PARTICULARS OF EMPLOYEES REMUNERATION:
A. The ratio of the remuneration of each director to the median employee''s remuneration and other details in terms of sub-section 12 of Section 197, of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as âAnnexure: V'' to the Directorsâ Report.
B. The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not provided as no employees is paid remuneration of Rs. 8.5 Lac Per month if employed for part of the year and Rs. 1.02 CR. Per Annum if employed for the whole year.
28. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The company does not fall under the purview of the section 135 of the Companies Act,
2013 which requires formulating a Corporate Social Responsibility Committee and
adopting any activities as specified in Schedule VII.
This is to inform you that the paid-up equity Share capital of the Company and net worth of the Company as on 31st March, 2025 does not exceed the stipulated criteria of rupees ten crore and rupees twenty-five crore respectively. Hence, Regulation - 17 to 27 and Regulation - 46 (2) (b) to (i) and para C, D and E of Schedule V shall not apply to the Company and the Company is exempt from filing Regulation 27(2) Corporate Governance Report to BSE under SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015.
30.SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013:Disclosure under Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:
Pursuant to Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 every company having women employees engaged in the company during the financial year is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at workplace received from any women employee.
Disclosure of complaints during the year:
(a) Number complaints of sexual harassment received in the year: Nil
(b) Number of complaints disposed off during the year: Nil
(c) Number of cases pending for more than ninety days: Nil
There was one employee working in the Organization during the financial year 2024
25. Hence, there is no need to constitute committee and formulate policy in accordance with the section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
31.MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT 1961:
The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary
and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.
32. CHANGE IN NATURE OF THE BUSINESS:
There has been no change in the nature of business of the company during the year under review.
33. MANAGEMENT DISCUSSION AND ANALYSIS:
As per the corporate governance norms, a separate section on Management Discussion and Analysis outlining the business of the Company is set out in Annexure forming part of this Report.
34.SIGNIFICANT OR MATERIAL ORDERS AGAINST COMPANY:
There has no significant and material order passed against the company during the year.
35.SIGNIFICANT OR MATERIAL EVENTS OCCURRED AFTER BALANCE SHEET DATE:
⢠The company filled the casual vacancy for the position of Company Secretary by appointing Ms. Supriya Chakraborty on 16th May 2025.
⢠The company has shifted the registered office from â602, ONE WORLD WEST, S.NO. 396, F.P.119, VILLAGE VEJALPUR, Jivraj Park,Ahmedabad, Ahmadabad City, Gujarat, India, 380051â to A-407 SYNERGY,OPP COMMERCE HOUSE, NR. VODA PHONE, CORPORATE RD, Manekbag, Ahmedabad, Ahmadabad City, Gujarat, India, 380015â
⢠The company is changed the RTA form Purva Sharegistry (India) Pvt. Ltd to Satellite Corporate Services Pvt. Ltd.
36.SIGNIFICANT OR MATERIAL EVENTS OCCURRED DURING THE YEAR:
⢠The company has increased authorized capital from 6 cr to 21 cr during the year and the company is yet to file form SH-7 with the Registrar of Company.
⢠The company had issued preferential shares and subsequently applied for inprinciple approval from the stock exchange. However, due to non-submission of the requisite documents, the stock exchange rejected the application.
Your Company has developed and implemented a Risk Management Policy which includes identification of elements of risk, if any, which in the opinion of the Board, may threaten the existence of the Company. Your Company has a risk identification and management framework appropriate to the size of your Company and the environment under which it operates. The process involves identifying both external and internal risks and the readiness to respond to extreme risks like calamities and disasters. Risks are being continuously identified in relation to business strategy, business continuity/contingency plans, operations and transactions, statutory / legal compliance, financial reporting, information technology system, cyber security and overall internal control framework.
38. STATEMENT OF DIRECTORSâ RESPONSIBILITY:
Pursuant to requirement under 134(3) (c) and Section 134 (5) of the Companies Act,
2013 (Act), Directors, confirm that:
(a) in the preparation of the annual accounts for the year ended on 31st March, 2025, the applicable accounting standards read with requirement set out under Schedule III to the Act, have been followed and there are no material departures from the same;
(b) the Directors have selected such accounting policies and 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 March 31, 2025 and of the profit of the company for the year ended on that date;
(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) the Directors had prepared the annual accounts on a going concern basis;
(e) the Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively and;
(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
Your Directors wish to place on record their gratitude and sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review.
Your Directors would like to express a profound sense of appreciation for the
commitment shown by the employees in supporting the Company in its continued robust performance on all fronts.
Mar 31, 2024
Your Directors have pleasure in presenting herewith their 38th Annual Report on the
business and operation of the Company together with the Audited Statements of Accounts
of the Company for the year ended on 31st March, 2024.
The summarized Audited Standalone Financial Performance of your Company for the
Financial Year 2023-24 and the previous Financial Year 2022-23 is tabled below:
(Rs. In Lacs)
|
PARTICULARS |
2023-24 |
2022-23 |
|
Revenue from Operations |
0 |
0 |
|
Other income |
8.57 |
8.42 |
|
Total Income |
8.57 |
8.42 |
|
Profit/loss before Depreciation, Finance |
0.64 |
(2.00) |
|
Less: Depreciation |
- |
- |
|
Profit/loss before Finance Costs, |
0.64 |
(2.00) |
|
Less: Finance Cost |
- |
- |
|
Profit/loss before Exceptional items and |
0.64 |
(2.00) |
|
Less: Exceptional Items |
0.16 |
- |
|
Profit / (Loss) Before Tax |
0.48 |
(2.00) |
|
Provision for Tax & Deferred Tax |
- |
- |
|
Profit / (Loss) After Tax |
0.48 |
(2.00) |
|
Other Comprehensive income (net of tax |
- |
- |
|
Total Comprehensive income |
0.48 |
(2.00) |
Total Turnover of the Company during the year was nil. However, the company has earned other
income amounting to Rs. 8.57 lakhs during the year. The Company has incurred net profit of Rs.
48,000/- during the year. The company will try to achieve the performance in terms of more
turnover as well as profit in next year by making more initiative in the activities of the company.
The Company recognizes and embraces the importance of a diverse board in its success.
The Company believes that a truly diverse board will leverage differences in thought,
perspective, knowledge, skill, regional and industry experience, cultural and geographical
background, age, ethnicity, race and gender, which will help the Company to retain its
competitive advantage. The Board has adopted the Board Diversity Policy which sets out
the approach to diversity of the Board of Directors. The policy is available on our website at
http://www.tirthlimited.in/Investor-Relation#policies
The Board of Directors did not recommend any dividend for the Financial year 2023-24.
The company has not transferred any amount to reserves during the financial year 2023-24.
Your Company is having dynamic, qualified, experienced, committed and versatile
professionals in the Management of the Company. The Composition of Board of Director
during the financial year 2023-24 under review is as follows:
|
NAME OF KEY |
DESIGNATION |
Change in |
Date of Changes |
|
Mr. Gunjan Doshi* |
Director & CFO |
- |
- |
|
Mr. Varis Doshi |
Managing director |
Resignation |
09/05/2024 |
|
Mr. Manojbhai Shah |
Independent Director |
Resignation |
18/10/2023 |
|
Mr. Naresh Rana |
Independent Director |
- |
- |
|
Mr. Gaurang Patel |
Independent Director |
Resignation |
14/02/2024 |
|
Mrs. Sandhya |
Non - Independent |
- |
- |
|
Mr. Ashish Shah |
Independent Director |
Appointment |
18/10/2023 |
|
Mr. Dharmesh Shah |
Independent Director |
Appointment |
14/02/2024 |
|
Mr. Jigar Shah |
Managing director |
Appointment |
09/05/2024 |
The Board of Directors of your Company are fully committed to steering the
organization for long-term success through setting of strategies, delegating
responsibilities and providing an overall direction to the business, while effectively
managing risks and ensuring high quality of governance by keeping the Company on the
path of Sustainable growth and development.
*In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and in
terms of the Memorandum and Articles of Association of the Company, MR. GUNJAN
MAHENDRA DOSHI (DIN: 02933336), Director of the Company retires by rotation at
this ensuing Annual General Meeting and has offered himself for reappointment.
⢠During the year, Mr. Manojbhai Shah has resigned from the post of independent
director and appointed Mr. Ashish Shah as independent director with the
effective date from 18.10.2023.
⢠During the year, Mr. Gaurang Patel has resigned from the post of independent
director and appointed Mr. Dharmesh Shah as independent director with the
effective date from 14.02.2024.
⢠Mr. Varis Doshi has resigned from the post of Managing director on 09.05.2024
and Mr. Jigar shah has been appointed as Managing Director with effect from
09.05.2024.
Further, all the Directors of the Company have confirmed that they are not disqualified
from being appointed as Directors in terms of Section 164 of the Companies Act, 2013.
During the year under review, the non-executive directors of the Company had no
pecuniary relationship or transactions with the Company, other than sitting fees,
commission and reimbursement of expenses incurred by them for the purpose of
attending meetings of the Board/Committee of the Company.
The Company has received declarations from all the Independent Director of the
Company confirming that they meet with the criteria of independence as prescribed
under sub-section 6 of Section 149 of the Companies Act, 2013 and under Regulation 16
(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 and
complied with the Code for Independent Directors prescribed in Schedule IV to the Act.
During the year, Five Board Meetings and the Meetings were duly convened and held. The
following are the dates on which the Board Meetings and Committee Meeting held during
the year under review:
|
SR. NO. |
BOARD MEETING |
AUDIT COMMITTEE |
NRC |
SRC |
|
1 |
|29.05.2023 |
§29.05.2023 |
§18.10.2023 |
§30.06.2023 |
|
2 |
12.08.2023 |
12.08.2023 |
14.02.2024 |
30.09.2023 |
|
3 |
|l8.10.2023 |
§06.11.2023 |
§30.12.2023 |
|
|
4 |
06.11.2023 |
14.02.2024 |
30.03.2024 |
|
|
5 |
|l4.12.2023 |
|||
|
6 |
14.02.2024 |
The intervening gap between the Meetings was within the period prescribed under the
Companies Act, 2013.
The company has several committees which have been established as a part of best
corporate governance practices and are in compliance with the requirements of the
relevant provisions of applicable laws and statues.
The Board has constituted following Committees:
> Audit Committee
> Nomination and Remuneration Committee
> Stakeholder''s Relationship Committee
The details with respect to the compositions, powers, roles, terms of reference etc. of
relevant committees are given on the website of the company.
The Annual Return of the Company as on March 31, 2024 is available on the Company''s
website and can be accessed at (www.tirthlimited.in.)
M/s. SHAMBHU GUPTA & CO., Chartered Accountants, (firm Registration No. 007234C)
had been re-appointed as statutory auditors of the company at the Annual General
Meeting held on 28th September, 2023 to hold office for 5 (five) consecutive years upto
the end of financial year 2027-28.
The Auditors comments on your company''s accounts for year ended March 31, 2024
are self-explanatory in nature and do not require any explanation as per provisions of
Section 134(3) (f) of the Companies Act, 2013.
The Statutory auditor has given following disclaimer in its report:
⢠The Note No-1 of the financial statements, showing loans and advances of Rs.
30.02 Lakhs out of which Rs.5 lakhs were given to M B Parikh & Co. and Rs.25.02
lakhs were given to M B Parikh Fin Stocks Ltd. Against these, legal proceedings
are pending before Honorable Court. As informed to us, the management is
confident in recovering the said amounts from the parties mentioned above. Our
opinion is not modified in respect of this matter. However, we have already
created provision in the books of Account for the said receivable amount.
⢠The Note 3 of financial statements show the amount recoverable from
Shrimm Construction Private Limited for cancellation of agreement for
purchase of property. As informed to us the said agreement is cancelled and the
seller is in process of refunding the amount. The total amount recoverable as on
31-03-2024 is Rs.143.34 Lakhs. Our opinion is not modified in respect of this
matter.
⢠We would like to draw your attention to Note No-4 of the financial statements,
in which an amount of Rs. 128.58 Lakhs is shown as Inventory which is non¬
movable in nature. As informed to us by the management, the inventory is
having the realizable value more than its cost price.
The Board of Directors of the Company has considered the same and commented that
the said Loans & advances are recoverable and therefore it has been shown as Loans &
Advances- Considered Good. Also the provision has been created in books of Accounts.
11. DISCLOSURE OF REPORTING OF FRAUD BY AUDITORS UNDER SECTION 143(12):
During the financial year 2023-24, the Statutory Auditor has not reported to the audit
committee any instance of fraud committed against the Company by its employees or
officers under section 143(12), the details of which need to be reported in Board''s
Report.
During the year, the Company continued to implement their suggestions and
recommendations to improve the control environment. Their scope of work includes
review of processes for safeguarding the assets of the Company, review of operational
efficiency, effectiveness of systems and processes, and assessing the internal control
strengths in all areas.
Pursuant to Section-148 (1) of the Companies Act, 2013 read with Rule 3 of Companies
(Cost Records and Audit) Rules, 2014, Company does not fall under the criteria for
maintaining cost record for the financial year 2023-24.
Pursuant to Section 204 of the Companies Act, 2013, your company had appointed M/S.
A. SHAH & ASSOCIATES, Practicing Company Secretaries, Ahmedabad, as its
Secretarial Auditors to conduct the Secretarial Audit of the company for F.Y. 2023-24.
The Report of the Secretarial Auditor for the F.Y. 2023-24 is annexed to this report as
âAnnexure: I'' to the Directors'' Report.
The Board of Directors of the Company has discussed the remarks as mentioned in
Secretarial Audit Report at arm''s length. The qualification raised by the Secretarial
Auditor in its report and the justification of Board of Directors on the same are as
follows:
|
Sr.No |
Compliance |
Deviations |
Observations/ Remarks of |
|
|
1. |
Regulation 31(2) of The |
The company has not |
There are only three |
|
|
Requirement) Regulation, |
group in dematerialized form. |
the rest of the shareholders |
|
|
2. |
Section 136 and Section |
Not Provided Proof of |
The Company has uploaded |
|
3. |
Regulation 47 of SEBI |
Not complied with |
The Company had not |
|
4. |
Section 138 of the |
Non-appointment of Internal |
The company is yet to |
|
5. |
Rule 6 of the Companies |
Mr. Naresh K Rana |
The Independent directors of |
|
6. |
The company has made |
The company has made delay |
The Company has |
The Board has also undertaken to take care of such qualification and to comply with the
same in future.
The Board has on the recommendation of Nomination and Remuneration
/Compensation Committee framed a policy on directors'' appointment and
remuneration of Directors including criteria for determining qualification, positive
attributes, independence of directors and remuneration for Directors, Key Managerial
Personnel and other employees. The policy is annexed to this report as âAnnexure: II''.
The Board of Directors has carried out an annual evaluation of its own performance,
Board committees and individual directors pursuant to the provisions of the Companies
Act, 2013.
The performance of the Board was evaluated by the Board after seeking inputs from all
the directors on the basis of the criteria such as the Board composition and structure,
effectiveness of board processes, information and functioning, etc. The performance of
the committees was evaluated by the board after seeking inputs from the committee
members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings, etc.
The Board and the Nomination and Remuneration Committee (âNRCâ) reviewed the
performance of the individual directors on the basis of the criteria such as the
contribution of the individual director to the Board and committee meetings like
preparedness on the issues to be discussed, meaningful and constructive contribution
and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key
aspects of his role.
In a separate meeting of independent Directors, performance of non-independent
directors, performance of the board as a whole and performance of the Chairman was
evaluated, taking into account the views of executive directors and non-executive
directors. The same was discussed in the board meeting that followed the meeting of
the independent Directors, at which the performance of the Board, its committees and
individual directors was also discussed.
Your Company has not accepted any fixed deposits from the public within the
provisions of Section 73 to 76 of the Companies Act, 2013. Hence, the disclosures
required as per Rule 8(5)(v) & (vi) of the Companies (Accounts) Rules, 2014, read with
Section 73 to 76 of the Companies Act, 2013 are not applicable to your Company.
As the Company has not carried out any activities relating to the export and import
during the financial year. There is no foreign exchange expenses and foreign income
during the financial year.
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, and
Regulation 22 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations,
2015, a Vigil Mechanism for directors and employees to report genuine concerns has
been established. The Vigil Mechanism Policy has been uploaded on the website of the
Company at www.tirthlimited.in under Investors / Policy Documents / Vigil Mechanism
Policy link.
(a)Conservation of energy:
|
(i) |
the steps taken or impact on conservation of energy |
N.A. |
|
(ii) |
the steps taken by the company for utilizing alternate sources of |
N.A. |
|
(iii) |
the capital investment on energy conservation equipment''s |
N.A. |
(b) Technology absorption:
|
(i) |
the efforts made towards technology absorption |
N.A. |
|
(ii) |
the benefits derived like product improvement, cost reduction, product |
N.A. |
|
(iii) |
in case of imported technology (imported during the last three years |
N.A. |
|
(a) the details of technology imported |
N.A. |
|
|
(b) the year of import; |
N.A. |
|
|
(c) whether the technology been fully absorbed |
N.A. |
|
|
(d) if not fully absorbed, areas where absorption has not taken place, and |
N.A. |
|
|
(iv) |
the expenditure incurred on Research and Development |
N.A. |
The efforts are being made for energy conservation to new and innovative means.
Further, the Company did not have any imported technology during the financial year.
During the financial year 2023-24there were no contract and arrangement done with
the related parties. The policy on materiality of Related Party Transactions and also on
dealing with Related Party Transactions as approved by the Audit Committee and the
Board of Directors has been uploaded on the website of the Company at
www.tirthlimited.in under investors/policy documents/Related Party Transaction
Policy.
However, the disclosure pursuant to Section 134 (3) (h) of the Act read with rule 8(2) of
the Companies (Accounts) Rules, 2014 regarding related party transaction as per sub¬
section (1) of section 188 of the Companies Act, 2013, are disclosed in Form No. AOC-2
in the âAnnexure: III''.
In terms of provisions of Section 134(3)(g) of the Companies Act 2013, the Particulars
of Loans, Guarantees or Investments under Section 186, is annexed hereto as
âAnnexure: IV'' and forms part of this Report.
Your Company treats its âHuman Resourcesâ as one of its most significant assets. The
Company continues its focus on retention through employee engagement initiatives and
provides a holistic environment where employees get opportunities to realize their
potential. A number of programs that provide focused people attention are currently
underway. Your Company thrust is on the promotion of talent internally through job
rotation and job enlargement. The Company''s Health and Safety Policy commits to
provide a healthy and safe work environment to all employees.
The shareholding pattern as on 31st March, 2024 is as follows:
|
SR NO |
No. of Shares held on :31/03/2023 |
No. of Shares held on :31/03/2024 |
||||||||
|
Category of |
Demat |
Physical |
Total Shares |
Total % |
Demat |
Physical |
Total Shares |
Total % |
% Change |
|
|
(A) (Shareholding of Promoter and Promoter Group |
||||||||||
|
Indian |
||||||||||
|
1. |
I NDIVIDUAL / |
1194390 |
587990 |
1782380 |
40.05 |
796779 |
587990 |
1384769 |
31.11 |
-8.94 |
|
Total Shareholding |
1194390 |
587990 |
1782380 |
40.05 |
796779 |
587990 |
1384769 |
31.11 |
-8.94 |
|
|
(B) Public shareholding |
||||||||||
|
2. |
BODIES CORPORATE |
54300 |
54300 |
1.22 |
5307 |
54300 |
59607 |
1.34 |
0.12 |
|
|
3. |
INDIVIDUAL |
- |
- |
- |
- |
- |
||||
|
4. |
(CAPITAL |
36,850 |
2079650 |
2391950 |
53.74 |
476529 |
2300000 |
2776529 |
62.38 |
8.64 |
|
5. |
(CAPITAL |
2,19,900 |
2,19,900 |
4.94 |
2,19,900 |
2,19,900 |
4.94 |
|||
|
6. |
ANY OTHERS |
|||||||||
|
7. |
HINDU UNDIVIDED FAMILY |
1,950 |
200 |
2150 |
0.05 |
6879 |
6879 |
0.15 |
0.10 |
|
|
8. |
CLEARING MEMBER |
- |
- |
- |
- |
2196 |
- |
2196 |
0.05 |
0.05 |
|
9. |
NON¬ RESIDENT INDIANS (NRI) |
800 |
800 |
0.02 |
0.02 |
|||||
|
10 |
NON¬ RESIDENT INDIANS (REPAT) |
|||||||||
|
NON¬ |
||||||||||
|
11 |
I EPF |
- |
- |
- |
- |
- |
- |
- |
- |
- |
|
Total Public |
38900 |
2354050 |
2668300 |
59.95 |
491511 |
2574400 |
3065911 |
68.89 |
8.94 |
|
|
GRAND TOTAL |
1233290 |
2942040 |
4450680 |
100 |
1288490 |
3162190 |
4450680 |
100 |
||
The company does not have any subsidiary, joint venture or associate companies.
Hence, this section is not applicable to the company.
A. The ratio of the remuneration of each director to the median employee''s
remuneration and other details in terms of sub-section 12 of Section 197, of the
Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report
as âAnnexure: V'' to the Directors'' Report.
B. The statement containing particulars of employees as required under Section
197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not
provided as no employees is paid remuneration of Rs. 8.5 Lac Per month if
employed for part of the year and Rs. 1.02 CR. Per Annum if employed for the whole
year.
The company does not fall under the purview of the section 135 of the Companies Act,
2013 which requires formulating a Corporate Social Responsibility Committee and
adopting any activities as specified in Schedule VII.
This is to inform you that the paid up equity Share capital of the Company and net
worth of the Company as on 31st March, 2024 does not exceed the stipulated criteria of
rupees ten crore and rupees twenty five crore respectively. Hence, Regulation - 17 to
27 and Regulation - 46 (2) (b) to (i) and para C, D and E of Schedule V shall not apply
to the Company and the Company is exempt from filing Regulation 27(2) Corporate
Governance Report to BSE under SEBI (Listing Obligation & Disclosure Requirements)
Regulations, 2015.
Pursuant to Section 22 of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 every company having women employees
engaged in the company during the financial year is required to set up an Internal
Complaints Committee to look into complaints relating to sexual harassment at
workplace received from any women employee.
There was one employee working in the Organization during the financial year 2023¬
24. Hence, there is no need to constitute committee and formulate policy in accordance
with the section 22 of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
There has been no change in the nature of business of the company during the year
under review.
As per the corporate governance norms, a separate section on Management Discussion
and Analysis outlining the business of the Company is set out in Annexure forming part
of this Report.
There has no significant and material order passed against the company during the
year.
There has no significant and material events occurred after balance sheet date.
Following are the significant and material events occurred during the financial year
2023-24;
⢠Mr. Varis Mahendrabhai Doshi, Promoter of the company has sold his 3,87,611
shares in Open Market during the year.
⢠Mr. Gunjan Mahendra Doshi, Promoter of the company has sold his 10,000
shares in Open Market during the year.
Your Company has developed and implemented a Risk Management Policy which includes
identification of elements of risk, if any, which in the opinion of the Board, may threaten the
existence of the Company. Your Company has a risk identification and management
framework appropriate to the size of your Company and the environment under which it
operates. The process involves identifying both external and internal risks and the readiness
to respond to extreme risks like calamities and disasters. Risks are being continuously
identified in relation to business strategy, business continuity/contingency plans, operations
and transactions, statutory / legal compliance, financial reporting, information technology
system, cyber security and overall internal control framework.
Pursuant to requirement under 134(3) (c) and Section 134 (5) of the Companies Act,
2013 (Act), Directors, confirm that:
(a) in the preparation of the annual accounts for the year ended on 31st March, 2024,
the applicable accounting standards read with requirement set out under Schedule
III to the Act, have been followed and there are no material departures from the
same;
(b) the Directors have selected such accounting policies and 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 March 31, 2024 and of
the profit of the company for the year ended on that date;
(c) the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the company and for preventing and detecting fraud and other
irregularities;
(d) the Directors had prepared the annual accounts on a going concern basis;
(e) the Directors, had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and are operating
effectively and;
(f) The Directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
Your Directors wish to place on record their gratitude and sincere appreciation for the
assistance and co-operation received from the financial institutions, banks, Government
authorities, customers, vendors and members during the year under review.
Your Directors would like to express a profound sense of appreciation for the
commitment shown by the employees in supporting the Company in its continued
robust performance on all fronts.
PLACE: AHMEDABAD BY THE ORDER OF THE BOARD OF DIRECTORS,
DATE: 12/08/2024 FOR, TIRTH PLASTIC LIMITED
Sd/-
MR. JIGAR SHAH
MANAGING DIRECTOR
(DIN:06605922)
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting the Annual Report of the
Company together with the Audited Accounts for the financial year ended
on 31st March 2014.
1. Financial Results
(In Rs.)
Particulars 2013-14 2012-13
Sales 63, 05,279 1, 13, 60,742
Other income ---- 3
Depreciation 1,799 1,799
Other Expenditure 1, 77,695 2, 56,076
Exceptional Items ---- 60,000
Profit/ Loss before Tax 1, 21,120 4, 62,222
Profit/Loss after Tax 83,696 3, 14,964
During the current year your company has achieved a reasonable level of
growth. Adverse economic affairs, unfavorable Market condition are the
cause of decline in the profits of the company. We are hoping that the
phenomenal growth shall be achieved during the next coming years.
2. Directors
As per provisions of Section 152(6) of the Companies Act, 2013, Mr.
Gunjan Doshi, Director liable to retire by rotation, being eligible,
offers himself for re-appointment at the general meeting and if
appointed, would be appointed as Director of the company.
Mr. Naresh Rana, Mr. Manoj Shah & Mr. Gaurang Patel are being appointed
as an Independent Directors for consecutive five financial years as per
provisions of Section 149 of the Companies Act, 2013. Necessary
resolutions for the appointment/re. appointment of the aforesaid
directors have been included in the notice convening the ensuing AGM
and details of the proposal for appointment/re-appointment are
mentioned in the explanatory statement of the notice. Your directors
commend their appointment/reappointment. All the directors of the
Company have confirmed that they are not disqualified from being
appointed as directors in terms of Section 164 of the Companies Act,
2013 (Previously being Section 274(1) (g) of the Companies Act, 1956).
3. Personnel
Your directors'' wish to place on record their appreciation for the
contribution to growth of the business made by employees at all levels.
Information as required pursuant to section 217(2A) of the companies
Act, 1956 has not been given, as It is not applicable.
4. Auditors
M/s. Pradip B. Gandhi & Co., Chartered Accountants, Statutory Auditor
of the Company, (Firm Registration No.: 118674W) holds office until the
conclusion of the ensuring Annual General Meeting. As per newly
inserted Section 139 of the Companies Act, 2013, they are to be
appointed for a term of Five (5) consecutive financial years till the
conclusion of AGM of 2018-19, for which necessary resolution is put to
vote in this AGM, as stated in the item no. 3 of the notice, they are
eligible for appointment to conduct statutory audit. The company has
received certificate from the auditor to the effect that their
appointment if made, would be within the prescribed limits under the
Companies Act
5. Deposits
During the year, Company has not accepted Deposits, falling under
Section 58A of Companies Act, 1956.
6. Energy, Technology and Foreign Exchange
The additional information required to be disclosed in terms of
notification No.1029 dated 31st December, 1998 issued by the Department
of Company Affairs, Ministry of Finance is not applicable.
7. DirectorÂs Responsibility Statement
Pursuant to Section 217(2A) of Companies Act, 1956, the Directors
confirm that:
i. In the preparation of Annual Accounts, appropriate accounting
standard have been followed.
ii. Appropriate accounting policies have been selected and applied
consistently and judgments and estimates made that are reasonable and
prudent so as to give true and fair view of state of affairs of the
company at the end of financial year ended 31st March, 2014.
iii. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of
Companies'' ct, 1956 for safe guarding the assets of the company and for
preventing and detecting fraud and other irregularities.
iv. The Annual Accounts have been prepared on going concern basis.
8. Auditor''s Qualification
Auditors have given unqualified report to the members of the Company.
In this connection directors of the Company have discussed the same at
arm''s length on the recommendation of Audit committee and have
initiated to take necessary action so as to show fair view of state of
affairs of the company in the coming financial year.
9. Report on Corporate Governance
Compliance Report on Corporate Governance is a part of Annual Report is
annexed herewith.
10. Acknowledgements
Your Directors wish to please on record their appreciation of the whole
hearted co-operation extended to company from various departments of
the central and state governments, company bankers and financial
institutions and employees of the company and look forward for the same
cordial relationship in coming years.
By order of the Board of Directors,
FOR, TIRTH PLASTIC LIMITED
Mr. Vans Doshi
CHAIRMAN
(DIN: 02963528)
PLACE: Ahmedabad
DATE: 01/09/2014
Mar 31, 2013
Dear Members,
The Directors have pleasure in presenting the 27th Annual Report of
the Company together with the Audited Accounts for the financial year
ended on 31st March 2013.
1. Financial Results
(Rs. in lacs)
Particulars 2012-13 2011-12
Revenue from operations 113.60 177.68
Other income ---- 0.45
Depreciation 0.017 2.09
Other Expenditure 2.56 9.19
Exceptional Items 0.60 6.58
Profit/ Loss before Tax 4.62 3.92
Profit/Loss after Tax 3.14 2,45
During the F.Y. 2012-13 under review, the Company has earned Profit
before Tax of Rs. 4,62,222/-. The Net profit after tax for the year
under review has been Rs. 3,14,964/- as against Rs. 2,45,527/- during
the previous financial year. We hope that the phenomenal growth shall
be achieved during the next coming years.
2. Directors:
Mr. Gunjan Doshi, Director of the company retires at the 27th Annual
General Meeting and eligible for re-appointment.
Mr. Naresh Rana, Mr. Gaurang Patel and Mr. Manoj Shah who were
appointed as an additional Director of the Company be and is hereby
appointed as a director of the company.
3. Dividend:
Directors of the company thought it better to plough back profits
within the company rather than distributing among shareholders. Hence,
Directors did not recommend any dividend.
4. Personnel:
Your directors' wish to place on record their appreciation for the
contribution to growth of the business made by employees at all levels.
Information as required pursuant to section 217(2A) of the companies
Act, 1956 has not been given, as it is not applicable.
5. Auditors:
M/s Pradip B, Gandhi, Chartered Accountants, Ahmedabad, Auditor of the
Company retire at the conclusion of ensuing Annual General Meeting and
being eligible, offer themselves for Re-appointment.
6. Deposits:
During the year, Company has not accepted Deposits, falling under
Section 58A of Companies Act, 1956.
7. Energy. Technology And Foreign Exchange:
The additional information required to be disclosed in terms of
notification No.1029 dated 31st December, 1998 issued by the Department
of Company Affairs, Ministry of Finance is not applicable.
8. Directors' Responsibility Statement:
Pursuant to Section 217(2A) of Companies Act, 1956, the Directors
confirm that:
i. In the preparation of Annual Accounts, appropriate accounting
standard have been followed.
ii. Appropriate accounting policies have been selected and applied
consistently and judgments and estimates made that are reasonable and
prudent so as to give true and fair view of state of affairs of the
company at the end of financial year ended 31st March, 2013.
ii. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of
Companies Act, 1956 for safe guarding the assets of the company and for
preventing and detecting fraud and other irregularities.
iv. The Annual Accounts have been prepared on going concern basis.
9. Report on Corporate Governance:
Compliance Report on Corporate Governance is a part of Annual Report is
annexed herewith.
10. Rempval forip^amshmgiagt
Directors have pleasure to inform you that the name of the company has
been removed from the list of vanishing companies by the Core
Monitoring Committee constituted by Ministry of Corporate Affairs, New
Delhi after rigorous efforts of the company and now company is on the
path to get suspension of trading in its securities revoked form Bombay
stock exchange Ltd.
11. Acknowledgements;
Your Directors wish to please on record their appreciation of the whole
hearted co-operation extended to company from various departments of
the central and state governments, company' bankers and financial
institutions and employees of the company and look forward for the same
cordial relationship in coming years.
PLACE: AHMEDABAD FOR AND ON BEHALF OF THE BOARD
DATE : 14/08/2013
MR. VARIS DOSHI
MG. DIRECTOR
(DIN 0.2963528)
Mar 31, 2011
The Directors have pleasure in presenting the Annual Report of the
Company together with the Audited Accounts for the Financial year ended
on 31st March 2011.
1. Financial Results (Rs.in lacs)
Particulars" 2010-11 2009-10
Sales 128,43 32.11
Other income 0.00 0.01
Depreciation 2,41 2.41
Other Expenditure 7.37 2.45
Profit/ Loss before Tax 1.57 2,45
Profit/Loss after Tax 1.09 1.69
During the current year your company has achieved a reasonable level of
growth, We are hoping that the phenomenal growth shall be achieved
during the next coming years.
2. Directors
Mr. Manoj Shah, Director of the company retires at the ensuring Annual
General meeting and eligible for re-appointment
Two directors namely Mr. Gaurang Patel and Mr. Naresh Rana were
appointed as additional directors of the company on 30f!l June, 2011 in
compliance of clause 49 of listing agreement as independent directors,
3. Personnel
Your directors' wish to place on record their appreciation for the
contribution to growth of the business made by employees at all levels,
Information as required pursuant to section 217(2A) of the companies
Act, 1956 has not been given, as it is not applicable,
4. Auditors
M/s Pradip B. Gandhi, Chartered Accountants, Ahmedabad, Auditor of the
Company retire at the conclusion of ensuing Annual General Meeting and
being eligible, offer themselves for Re-appointment.
5.Deposits
During the year, Company has not accepted Deposits, falling under
Section 58A of Companies Act, 1956. The additional information
required to be disclosed in terms of notification No,1029 dated 31st
December, 1998 issued by the Department of Company Affairs, Ministry of
Finance is not applicable,
7. Directors'. Responsibility-Statement
Pursuant to Section 217(2A) of Companies Act, 1956, the Directors
confirm that;
i. In the preparation of Annual Accounts, appropriate accounting
standard have been followed.
ii. Appropriate accounting policies have been selected and applied
consistently and judgments and estimates made that are reasonable and
prudent so as to give true and fair view of state of affairs of the
company at the end of financial year ended 31st March, 2011.
iii, Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of
Companies Act, 1956 for safe guarding the assets of the company and for
preventing and detecting fraud and other irregularities.
iv. The Annual Accounts have been prepared on going concern basis.
8. Auditor's Qualification
Auditors have qualified their report to the members of the Company. In
this connection directors of the Company have discussed the same at
arm's length on the recommendation of audit committee and have
initiated to take necessary action so as to show fair view of state of
affairs of the company in the corning financial year.
9. Report on Corporate Governance
Compliance Report on Corporate Governance is a part of Annual Report is
annexed herewith.
10. Acknowledgements
Your Directors wish to please on record their appreciation of the whole
hearted co-operation extended to company from various departments of
the central! and state governments, company' bankers and financial
institutions and employees of the company and look forward for the same
cordial relationship in coming years.
PLACE; AHMEDABAD FOR AND ON BEHALF OF THE BOARD
DATE : 01/09/2011 Sd/
Mr. Varss Doshi
Chairman
Mar 31, 2010
The Directors have pleasure in presenting Annual General Meeting
of Company together with the audited Jited statements of accounts for the
financial year ended on 31' March, 2010.
PERFORMANCE
The Financial year under review was particularly a very unfavorable one
to the plastic industry. The adown of the western. economies adversely
affected to the Indian software industry. vin suffered a loss the year.
Your directors hope that in the current year the company will be able
to post a better performance.
DIVIDEND
In view of the loss suffered by the company no dividend could be
recommended.
DEPOSITS
During the Company has not accepted any Fixed Deposits, within the
meaning of Section 58A of the companies Act. 1956.
DIRECTORS
Gunian Doshi. is retiring by rotation at the ensuing Annual General
Meeting and being eligible himself for reappointment. Mr. Gunjan Doshi is a
successful businessman having 12 years of in management. His
continuation in the board will be benefic .al to the organization.
UD1TORS
Pradip B. Gandhi & Co. Chartered Accountants. Ahmedabad. Auditors of
the company holds up to the conclusion of AGM and are being offers
themselves for reappointment.
CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUT GO:
During The Year under report there was no manufacturing activity in the
company. Now new has been adopted or absorbed and there was no a
foreign exchange earnings or outgo.
PARTICULARS OF EMPLOYEES UNDER SECTION 217 (2A) OF THE COMPANIES ACT,
There are no employees falling within the limits prescribed by the
Section 217(2A) and as such the of statement under the
provision of the said section is not attached.
DIRECTORS OF EMPLOYEES UNDER SECTION 217 (2A) OF THE COMPANIES ACT,
The Board of directors hereby confirm that:
:. In the preparation of the annual accounts, the applicable
accounting standards have been followed.
2. The accounting policies are reasonable and prudent and are
consistency followed to give a true and fair view of the state of
affairs of the company.
3.Proper and sufficient care is taken for the maintenance of adequate
accounting records for assets of the company and fur prevention and
detection of fraud or irregularities.,
4. The annual accounts have been prepared on a 'going
concern' basis.
AUDIT OBSERVATIONS
As regards the Observation made by Auditors regarding
Non recoverability of loans and sundry debtors steps are being taken to
record the same.
Steps are also taken to register the land in the name of the Company.
REPORT ON CORPORATE GOVERNANCE
Report of director on Corporate governance is a par, of Annual Report
and , annexed is annexure - A.
MANAGEMENMT DISCUSSIONS AND ANALYSIS:
Report on Management Discussion and Analysis is annexed in
annexure-B.
AKNOWLEDGEMENT
Year director wish to thank the Government agencies, authorities and
Departments, bankers, voters and employees for their support and
co-operation.
For and on behalf of Director
Place : Ahmedabad Sd/-
Date: 05 09 2010 (VarisDoshi)
Managing Director
Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article