Your directors take pleasure in presenting to you the 31stAnnual Report together with the Audited Financial
Statements of the Company for the Financial Year ended March 31, 2025.
FINANCIAL RESULTS
The Financial highlights of the Company for the Financial Year ended March 31, 2025 is provided below:
|
Particulars
|
Standalone
|
Consolidated
|
|
2024-25
|
2023-24
|
2024-25
|
2023-24
|
|
Revenue from Operations
|
0.00
|
0.00
|
0.00
|
0.00
|
|
Other Income
|
0.00
|
0.00
|
0.15
|
0.00
|
|
Total Income
|
0.00
|
0.00
|
0.15
|
0.00
|
|
Earnings before Interest, Tax &
Depreciation and Amortization
(EBITDA)
|
(25.48)
|
(61.91)
|
(27.29)
|
(53.81)
|
|
Less: Depreciation and Amortization
expense
|
0.00
|
0.44
|
0.00
|
1.29
|
|
Less: Finance cost
|
0.00
|
0.00
|
0.00
|
0.00
|
|
Profit before exceptional items and
Tax(PBT)
|
(25.48)
|
(62.35)
|
(27.29)
|
(55.10)
|
|
Exceptional item
|
0.00
|
(33.42)
|
0.00
|
0.00
|
|
Less: Tax Expense
|
0.00
|
0.00
|
0.00
|
0.00
|
|
Profit after Tax (PAT)
|
(25.48)
|
(95.77)
|
(27.29)
|
(55.10)
|
STATE OF COMPANY'S AFFAIRS
The Company has not carried any business activity during Financial Year ended March 31, 2025. On Standalone
basis, the Company's Loss Before Tax stood at Rs. 25.48 Lakhs, the same was Rs. 62.35 Lakhs for the previous
period. The Loss after Tax of the Company stood at Rs. 25.48 Lakhs as against Loss of Rs. 95.77 Lakhs in the
previous Financial Year.
On Consolidated basis, the Loss before taxation stood at Rs. 27.29 Lakhs, as against Loss of Rs. 55.10 Lakhs in
the previous financial year. The net Loss of the Company stood at Rs. 27.29 Lakhs as against Loss of Rs. 55.10
Lakhs in the Previous Financial Year.
CHANGE IN NATURE OF BUSINESS
During the Financial Year under review, there was no change in the nature of Company's business.
CAPITAL STRUCTURE
There was no change in the authorised share capital of the Company during the Financial Year. As on March
31, 2025, the Authorised Capital of the Company stood at Rs. 2,100 Lakhs divided into 2,10,00,000 Equity
Shares of Rs. 10 each. The Issued, Subscribed and Paid-up Capital at the end of current financial year stood at
Rs. 1,526 Lakhs. The Company has not issued any equity shares with differential rights, sweat equity shares or
bonus shares. The Company has only one class of equity shares with face value of Rs. 10/- each.
DIVIDEND
Considering the shortage of funds and in view of loss incurred by the Company, your directors think it prudent
to not declare any dividend for Financial Year 2024-25. Further, the provisions of Regulation 43A of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("listing regulations") relating to Dividend
Distribution Policy are not applicable on the Company.
TRANSFER TO RESERVE
The Company has not transferred any amount to the reserves of the Company during the Financial year under
review.
MATERIAL CHANGES AND COMMITMENTS
No material changes have occurred between the end of Financial Year and the date of the Report.
SUBSIDIARY, ASSOCIATE OR JOINT VENTURES
As of March 31, 2025, the Company was having three subsidiaries and no associates or joint ventures. During
the year under review, there were no changes in the Subsidiaries of the Company. The performance of the
subsidiaries of the Company is summarized in Form AOC - 1 attached to the Financial Statements of the
Company in pursuance of Section 129 of the Companies Act, 2013. The Financial Statements of the Subsidiaries
are prepared in accordance with applicable accounting standards. Further, pursuant to Section 129(3) of the
Companies Act, 2013, the Consolidated Financial Statements have been prepared in accordance with
Accounting Standards which forms part of the Annual Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
No significant or material orders were passed by the Regulators or Courts or Tribunals impacting the going
concern status and Company's Operations in future.
AUDITORS AND AUDITOR'S REPORT
During the Year under review, M/s APT & Co. LLP, Chartered Accountants resigned as the Statutory Auditors of
the Company on August 03, 2024, and to fill the casual vacancy caused due to resignation of the Statutory
Auditor, the Board of Directors of the Company in their meeting held on August 31, 2024 recommended the
Members to appoint of M/s S.N. Kapur & Associates, Chartered Accountants, (FRN: 001545C), as the Statutory
Auditors of the Company, to hold office upto the date of ensuing Annual General Meeting of the Company. The
appointment of M/s S.N. Kapur & Associates, Chartered Accountants was approved as the Statutory Auditor
for a period of five consecutive years from conclusion of 30th Annual General Meeting till conclusion of 35th
Annual General Meeting by the Members of the Company in their Annual General Meeting held on September
28, 2024.
M/s S.N. Kapur & Associates, Chartered Accountants (FRN: 001545C) have audited the Standalone and
Consolidated Financial Statements ("Financial Statements") of the Company for Financial Year ended March
31, 2025, and have submitted Audit Report which forms part of this Annual Report. There have been no
incidence of Fraud reported by the Statutory Auditors under section 143 (12) of the Companies Act, 2013. The
Audit report is with qualified opinion of the Statutory Auditors and the Management's response thereto is
provided below:
|
Statutory Auditor Observations in Standalone
|
Management's Response
|
|
Statutory Audit Report
|
|
|
The absence of business activities may cast
significant doubt on the entity's ability to continue
as a going concern
|
Currently company is not serving any businesses
but company is in process to start fresh businesses
|
|
The System of Internal Financial Control over
financial reporting with regards to the company
were not made available to us to enable us to
determine if the Holding company has established
adequate internal financial control over financial
reporting and whether such control were operating
effectively
|
The qualification relates to establishment of
systems of Internal Financial Control over Financial
Reporting. The Audit Committee reviews the
Company's financial results/statements before they
are placed before the Board for approval. Further
the Company has not generated any revenue,
neither any major expense had been incurred.
Further, the Company has not made any investment
or obtained any loan.
|
|
The Borrowings amounting to Rs. 168.19 Lakhs is
outstanding and the management has not provided
any details and the same is subject to reconciliation.
|
The matter was disputed and is presently time
barred and due to such reasons the balance
outstanding was not reconciled. In case it is to be
paid then the liability is already entered in books of
accounts.
|
|
Other Financial Assets amounting to Rs. 2434.51
Lakhs and Trade Receivables amounting to Rs.
590.90 Lakhs is long outstanding and also is subject
to confirmation / reconciliation, and deviation in
the same may affect the financial position and/ or
financial performance of the company, to the
extent.
|
This amount is receivable and confirmation to that
effect is also provided to the auditor and there is no
deviation. The amount relates to receipt of Security
Deposit advanced by the Company and receipt of
dues from Delhi Government
|
|
Investment amounting to Rs. 42.58 Lakhs in
subsidiaries which are not doing any business.
These Investments are not substantiated.
|
The amount of Rs. 42.58 Lakhs in share capital of
the Subsidiary Companies are shown at cost. The
same also tallies with the share capital of the
subsidiaries.
|
|
The Company has deferred tax asset amounting to
Rs. 60.18 Lakhs as at March 31, 2025 despite the
company been incurring cash losses since long and
also not doing any business.
|
This is an old balance and no action has been taken
by the Company since the Company is non
operational.
|
|
Trade Payables amounting to Rs. 6.69 Lakhs is a
long outstanding. Further, The Trade payables lying
as on 31.03.2025 are subject to reconciliation and
confirmation.
|
Trade Payables shall be paid to all the vendors
whose updated details are available with the
Company
|
|
Other Current Liabilities includes Rs. 4.60 Lakhs in
respect of Share Application Money received
pending allotment since long. The company has also
not provided for interest /penalty for such default.
|
The Amount of Rs. 4.60 Lakhs is payable to the
share applicant but such applicants are not
traceable as on date. As soon as they are traced,
the money will be refunded back.
|
|
Statutory Auditor Observations in Consolidated
|
Management's Response
|
|
Statutory Audit Report
|
|
|
The absence of business activities may cast
significant doubt on the entity's ability to continue
as a going concern
|
Currently company is not serving any businesses
but company is in process to start fresh businesses
|
|
The System of Internal Financial Control over
financial reporting with regards to the company
were not made available to us to enable us to
determine if the company has established adequate
internal financial control over financial reporting
and whether such control were operating
effectively.
|
The qualification relates to establishment of
systems of Internal Financial Control over Financial
Reporting. The Audit Committee reviews the
Company's financial results/statements before they
are placed before the Board for approval. Further
the Company has not generated any revenue,
neither any major expense had been incurred.
Further, the Company has not made any investment
or obtained any loan.
|
|
The Holding company has not deposited statutory
liabilities with concerned Government authorities
under various Acts. It has also not provided for
interest/penalty/for such default.
|
Quantified in notes to Audit Report. The statutory
dues have not been deposited due to lack of funds
as the Company is not operational. Further all dues
will be deposited in near future, once the financial
position of the Company improves.
|
|
The Borrowings amounting to Rs. 168.19 Lakhs is
outstanding and the management has not provided
any details and the same is subject to reconciliation.
|
The matter was disputed and is presently time
barred and due to such reasons the balance
outstanding was not reconciled. In case it is to be
paid then the liability is already entered in books of
accounts.
|
|
Other Financial Assets amounting to Rs. 2,434.51
Lakhs and Trade Receivables amounting to Rs.
623.40 Lakhs is long outstanding and also is subject
to confirmation / reconciliation, and deviation in
the same may affect the financial position and/ or
financial performance of the Holding company, to
the extent.
|
This amount is receivable and confirmation to that
effect is also provided to the auditor and there is no
deviation. The amount relates to receipt of Security
Deposit advanced by the Company and receipt of
dues from Delhi Government
|
|
The Company has deferred tax asset amounting to
Rs. 60.18 Lakhs as at March 31, 2025 despite the
company been incurring cash losses since long and
also not doing any business.
|
This is an old balance and no action has been taken
by the Company since the Company is non
operational.
|
|
Trade Payables amounting to Rs. 6.78 Lakhs is a
long outstanding. Further, The Trade payables lying
as on 31.03.2025 are subject to reconciliation and
confirmation.
|
Trade Payables shall be paid to all the vendors
whose updated details are available with the
Company
|
|
Other Current Liabilities includes Rs. 4.60 Lakhs in
respect of Share Application Money received
pending allotment since long. The Holding company
has also not provided for interest /penalty for such
default.
|
The Amount of Rs. 4.60 Lakhs is payable to the
share applicant but such applicants are not
traceable as on date. As soon as they are traced,
the money will be refunded back.
|
M/s Preksha Dawet & Associates (CoP No. 22088) was appointed to conduct Secretarial Audit of the Company
for the Financial Year ended March 31, 2025. The Secretarial Audit Report for the said Financial Year is
annexed herewith and forms part of this Report as Annexure-A with qualified opinion, Management's
response thereto is provided hereinbelow:
|
Secretarial Auditor Observations
|
Management's Response
|
|
Delay in submission of certificates in accordance
with Regulation 74(5) of SEBI (Depositories and
Participants) Regulation, 2018 for quarter ended
March 2024 and December 2024 i.e. on 21st April
2024 and 17th January 2025, respectively which is a
non-compliance as the same was required to be
intimated within 15 days from the end of quarter
|
During the Financial Year under review, the
Company or the RTA didn't receive any application
from any beneficial owner for dematerialisation of
the shares. Accordingly, the submission of
certificates under Regulation 74(5) of the SEBI
(Depository and Participants) Regulations, 2018 was
not applicable
|
|
The Company has submitted the intimation with
delay for the quarter ended March 2025 i.e. on 3rd
April 2025. Also, for all the quarters, XBRL was not
submitted for closure of trading window.
|
The delay was inadvertent, we will ensure timely
submission of Trading Window Closure Intimations,
including xbrl submissions, with Stock Exchanges
during current Financial Year.
|
|
The Independent Directors have beenappointed but
are not enrolled in the Independent Directors'
Databank.
|
The same will be done during current Financial Year
|
|
Regulation 23(9) - There was a delay in filing the
XBRL of RPT Transactions for the September 2024
quarter. Regulation 23(9) - The XBRL filing of RPT
for the March 2024 quarter was not submitted.
Regulation 33 - There was a delay in filing financial
results in XBRL mode for the following Board
meetings: 29th May 2024, filed on 9th August 2024,
3rd August 2024, filed on 31st August 2024, 14th
November 2024, filed on 25th January 2025
Regulation 33 - The Company did not submit the
XBRL for the Impact of Audit Qualifications, along
with the outcome of the Board Meeting for the
quarter ended March 2024. Regulation 24A (Annual
Secretarial Compliance Report) - The Company
submitted the report with delay in XBRL mode on
31st May 2024
|
All pdf submissions were made within due date.
Further, all xbrl submissions will also be made
within due date during current Financial Year
|
|
The Company has maintained a Structured Digital
Database (SDD), however, there were instances of
delayed entries and a few entries were not
recorded in the system during the financial year
2024-25
|
No time limit is prescribed for making entries in the
Structured Digital Database under the SEBI PIT
Regulations, however we'll ensure that the entries
are made within 48 hours.
|
|
The Company has not adopted, updated and
maintained all the policies
|
All policies have already been updated and
uploaded on the website of the Company
|
Cost Auditors
The provisions of section 148 relating to maintenance of Cost Records is not applicable on the Company.
Internal Auditors
In accordance with the provisions of Section 138 of the Companies Act, 2013, the Board of Directors had
appointed Mr. Karan Khanna (Membership No. 532004) a qualified Chartered Accountantas Internal Auditor to
conduct Internal Audit of the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review,on August 03, 2024, Mr. Jaideep Kumar Bhola and Mr. Navin Gupta resigned as
Independent Director and Managing Director, respectively. Further, the Board on the recommendations of
Nomination and Remuneration committee, appointed Mr. Vipin Kumar Kushwaha (DIN:10715762) as an
Additional Director (Independent) and Mr. Navin Gupta as Chief Executive Officer of the Company, w.e.f.
August 03, 2024. The appointment of Mr. Vipin Kumar Kushwaha (DIN: 10715762) was regularized by
Shareholders in the Annual General Meeting held on September 28, 2024.
In accordance with the provision of Section 152 of the Companies Act, 2013 and the Articles of Association of
the Company, Mr. Heman Gopal Bhatt (DIN: 02111551), Director of the Company retires by rotation at the
ensuing Annual General Meeting and has offered himselffor re-appointment.
Based on the recommendations of the Nomination and Remuneration Committee, the Board of Directors, have
recommendedthe re-appointment of Mr. Heman Gopal Bhatt as non-executive director, liable to retire by
rotation.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent Directors confirming that they meet the
criteria of independence as prescribed under section 149 of the Companies Act, 2013 and Regulation 16(1)(b)
of listing regulations. In the opinion of the Board, Independent Directors fulfill the conditions specified in the
Act and Rules made thereunder. The Board is of the opinion that the Independent Directors of the Company
hold highest standards of integrity and possess requisite expertise and experience required to fulfill their
duties as Independent Directors.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
No familiarization programmes were conducted during financial year ended March 31, 2025.
DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directors
Responsibility Statement, your Directors hereby confirm that:
a) in the preparation of the annual accounts, the applicable accounting standards had been followed
and there are no material departures;
b) they had 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 at the end of the financial year and of the loss of the company for the financial year;
c) they had 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;
d) they had prepared the annual accounts on a going concern basis; and
e) they had laid down internal financial controls to be followed by the company and such internal
financial controls are adequate and were operating effectively.
f) 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.
THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Conservation of energy:
|
A. Conservation of energy
|
|
i.
|
the steps taken or impact on conservation of
energy
|
Company ensures that its operations are
conducted in the manner whereby optimum
utilization and maximum possible savings of
energy is achieved
|
|
ii.
|
the steps taken by the company for utilizing
alternate sources of energy
|
No specific investment has been made in
reduction in energy consumption
|
|
iii.
|
the capital investment on energy conservation
equipments
|
nil
|
|
B. Technology absorption
|
|
i.
|
the efforts made towards technology absorption
|
Not applicable
|
|
ii.
|
the benefits derived like product improvement,
cost reduction, product development or import
substitution
|
Not Applicable
|
|
iii.
|
in case of imported technology (imported during
the last three years reckoned from the beginning
of the financial year)
a. the details of technology imported
b. the year of import
c. whether the technology been fully absorbed
d. if not fully absorbed, areas where absorption
has not taken place, and the reasons thereof
|
There was no substantial technology imported
during the period under review.
|
|
iv.
|
the expenditure incurred on Research and
Development
|
Nil
|
|
C. Foreign exchange earnings and outgo
|
|
i.
|
Foreign Exchange earnings
|
Nil
|
|
Ii
|
Foreign Exchange outgo
|
Nil
|
DEPOSITS
The Company has not accepted any deposits from public and as such, no amount on account of principal or
interest on deposits from public was outstanding as on the date of the balance sheet.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
In accordance with the provisions of Section 188 of the Act and rules made thereunder, all the
contracts/arrangements/transactions entered into by the Company during the year under review with Related
Parties were on an arm's length basis and in the ordinary course of business. The details of the Related Party
Transactions are set out in the Notes to Financial Statements forming part of this Annual Report.
During the year under review, there were no material related party transactions / contracts or arrangements
covered under Section 188(1), hence disclosure under Form AOC-2 is not applicable.
PARTICULARS OF EMPLOYEES
As per the provisions of the Companies Act, 2013, the Annual Report is being sent to all members of the
Company excluding the information relating to Employees to be given under section 197(12) of the Companies
Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel), Rules,
2014. The said information would be available for inspection by the members at the Corporate Office of the
Company i.e., E-216, East of Kailash, New Delhi - 110065 during business hours on working, up to the date of
ensuing Annual General Meeting. If any member is interested in inspecting the same, such members may write
to the Company in advance.
VIGIL MECHANISM
As per Section 177(9) of the Companies Act, 2013, your Company has formulated an effective Vigil Mechanism
which provides a robust framework for dealing with genuine concerns & grievances. Specifically, employees
can raise concerns regarding any discrimination, harassment, victimization, any other unfair practice being
adopted against them or any instances of fraud by or against your Company. However, during the Financial
Year under review no complaint was received by the Company.
PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES, AND INDIVIDUAL DIRECTORS
A formal evaluation of the performance of the Board, its Committees and the individual Directors was carried
out for Financial Year 2024-25. Led by the Board of Directors, the evaluation was carried out using individual
questionnaires covering, amongst others, composition of Board, conduct as per Company values & beliefs,
contribution towards development of the strategy & business plan, risk management, receipt of regular inputs
and information, codes & policies for strengthening governance, functioning, performance & structure of
Board Committees, skill set, knowledge & expertise of Directors, preparation & contribution at Board
meetings, leadership, etc. The performance evaluation of the respective Committees and that of Directorswas
done by the Board excluding the Director being evaluated.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
During the year under review the Company has not given any loan and guarantee or made any investment
covered under section 186 of the Companies Act, 2013. Further, the details of outstandingloans and
investments are provided in Note no. 4 of the Standalone financial statements, forming part of this annual
report.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size, scale and complexity of its
operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman
of the Audit Committee.
RISK MANAGEMENT SYSTEM
The Company has in place a risk management framework and policy that provides an all-inclusive approach to
safeguard the organisation from various risks. Further, the Board of Directors regularly reviews the risk
management system and major risks associated with its business activities. and takes all requisite measures to
minimize them.
NUMBER OF MEETINGS OF BOARD OF DIRECTORS
Details of meetings of Board of Directors held during the financial year 2024-25 along with attendance of
directors therein are as under:
|
S.
No.
|
Date of Board
Meeting
|
Bijoy
Kumar
Pandit
|
Navin
Gupta
|
Sunil
Kumar
|
Jaideep
Kumar
Bhola
|
Hemang
Gopal
Bhatt
|
Shalini
Gupta
|
Vipin Kumar
Kushwaha
|
|
1.
|
29.05.2024
|
Yes
|
Yes
|
Yes
|
No
|
No
|
Yes
|
NA
|
|
2.
|
03.08.2024
|
Yes
|
Yes
|
Yes
|
No
|
No
|
Yes
|
NA
|
|
3.
|
31.08.2024
|
Yes
|
NA
|
Yes
|
NA
|
No
|
Yes
|
Yes
|
|
4.
|
14.11.2024
|
Yes
|
NA
|
Yes
|
NA
|
No
|
Yes
|
Yes
|
|
5.
|
08.02.2025
|
No
|
NA
|
Yes
|
NA
|
No
|
Yes
|
Yes
|
|
Meetings eligible to
attend
|
5
|
2
|
5
|
2
|
5
|
5
|
3
|
|
Meetings attended
|
4
|
2
|
5
|
0
|
0
|
5
|
3
|
AUDIT COMMITTEE
Your Company has a duly constituted Audit Committee, its composition as well as charter are in line with the
requirements of the Companies Act, 2013 read with the rules made thereunder and Regulation 18 of the
listingregulations. During the year under review, all the recommendations made by the Audit Committee were
accepted by the Board.Details of composition of the Audit Committee along with the committee meetings held
during the Financial year 2024-25 is provided hereunder:
|
S. No.
|
Date of Audit
Committee Meeting
|
Sunil Kumar
|
Bijoy Kumar
Pandit
|
Jaideep
Kumar Bhola
|
Vipin Kumar
Kushwaha
|
|
1.
|
29.05.2024
|
Yes
|
Yes
|
No
|
NA
|
|
2.
|
03.08.2024
|
Yes
|
Yes
|
No
|
NA
|
|
3.
|
31.08.2024
|
Yes
|
Yes
|
NA
|
Yes
|
|
4.
|
14.11.2024
|
Yes
|
Yes
|
NA
|
Yes
|
|
5.
|
08.02.2025
|
Yes
|
No
|
NA
|
Yes
|
|
Meetings eligible to attend
|
5
|
5
|
2
|
3
|
|
Meetings attended
|
5
|
4
|
0
|
3
|
CORPORATE SOCIAL RESPONSIBILITY ("CSR")
The provision of Section 135 relating to Corporate Social Responsibility are not applicable on the Company.
NOMINATION & REMUNERATION COMMITTEE ("NRC")
The Company has duly constituted Nomination and Remuneration Committee in accordance with Section 178
of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The Board of Directors of the Company have formulated a Nomination and Remuneration
policy that deals with the criteria for determining qualifications, competencies, positive attributes and
independence for appointment of a directors of the Company, to specify the manner of evaluation of
performance of Board, its Committees, Individual Directors and to recommend to the Board, policy relating to
remuneration of Directors, Key Managerial Personnel, and other employees of the Company. Kindly access the
link https://www.iecgroup.in/ files/ugd/2f596c 10cb16334f584cf0ac6bc4c10dfc400e.pdf to view the
Nomination and Remuneration Policy. All the recommendations made by the Nomination and Remuneration
Committee during the year were accepted by the Board.Details of composition of the NRC Committee along
with the committee meetings held during the Financial year 2024-25 is provided hereunder:
|
S. No.
|
Date of NR
Committee Meeting
|
Jaideep Kumar
Bhola
|
Bijoy Kumar
Pandit
|
Sunil Kumar
|
Vipin Kumar
Kushwaha
|
|
1.
|
03.08.2024
|
No
|
Yes
|
Yes
|
NA
|
|
Meetings eligible to attend
|
1
|
1
|
1
|
0
|
|
Meetings attended
|
0
|
1
|
1
|
NA
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STAKEHOLDER RELATIONSHIP COMMITTEE
The Company has duly constituted Stakeholder Relationship Committee in accordance with Section 178 of the
Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. Kindly refer to the section on Board Committees in the Corporate Governance Report,
forming part of this annual report for details relating to the Stakeholder Relationship Committee. Details of
composition of the Stakeholder Relationship Committee along with the committee meetings held during the
Financial year 2024-25 is provided hereunder:
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S. No.
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Date of SR
Committee Meeting
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Sunil Kumar
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Bijoy Kumar Pandit
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Vipin Kumar
Kushwaha
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1.
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08.02.2025
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Yes
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No
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Yes
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Meetings eligible to attend
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1
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1
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1
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Meetings
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attended
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1
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0
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1
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CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS
The report on Corporate Governance as stipulated under listing regulations forms an integral part of the report
and the requisite Certificate duly signed by the Practicing Company Secretary confirming compliance with the
conditions of Corporate Governance is attached to the report.
Management's Discussion and Analysis Report for the year under review, as stipulated under the listing
regulations, is presented in a separate section forming part of this Annual Report.
BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT (BRSR)
The provisions of Regulation 34(2) of the Listing Regulations relating to Business Responsibility and
Sustainability Reporting, are not applicable on the Company.
DEVIATION / VARIATION IN USE OF PROCEEDS
The disclosure as required under Regulation 32 of the SEBI Listing Regulations is not applicable.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
During the Financial Year under review the provisions of Sexual Harassment of Woman at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 relating to constitution of Internal Complaints Committee
were not applicable on the Company. further the details of complaints of sexual harassment received during
the year is provided below:
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number of complaints of sexual harassment received in the year
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Nil
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number of complaints disposed off during the year
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Nil
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number of cases pending for more than ninety days
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Nil
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COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India
on Board Meetings and General Meetings.
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31st March 2025is
available on the Company's website on www.iecgroup.in.
COMPLIANCE WITH THE PROVISIONS OF MATERNITY BENEFIT ACT 1961
The Company confirms that it is fully aware of and remains committed to complying with the provisions of the
Maternity Benefit Act, 1961. While there are currently no women employee on the rolls of the Company,
systems, policies, and procedures exist to ensure that all statutory benefits under the Act, including paid
maternity leave, continuity of salary and service during the leave period, nursing breaks, and flexible return to
work arrangements will be extended to eligible women employees as and when applicable.
OTHER DISCLOSURES
Your directors state that no disclosure or reporting is required in respect of the following items as there were
no transactions on these items during the period under review:
1. Issue of equity shares with differential rights as to dividend, voting or otherwise pursuant to section
43(a)(ii) of the Companies Act, 2013
2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme pursuant
to section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules,
2014.
3. Details regarding receipt of remuneration or commission by the Managing Director or the Whole-time
Director from any of its subsidiaries.
4. Buy Back of shares.
5. Any downstream investment under Foreign Exchange Management (Non-debt Instrument) Rules, 2019 as
amended.
6. The Company has neither made any application, nor any proceedings are pending under the Insolvency
and Bankruptcy Code, 2016.
7. The Company has not entered into any one-time settlement with any Bank or Financial Institutions, hence
disclosure under rule (8)(5)(xii) of Companies (Accounts) Rules 2014 is not applicable.
ACKNOWLEDGMENT
Your directors wish to place on record their gratitude in receipt of continued support and co-operation from
various stakeholders including and not limiting to Shareholders, Customers, institutions, Governmental and
Semi-Governmental Agencies, Consultants other business Associates and Employees of the Company
For and on behalf of the Board of Directors
Sd/-
Bijoy Kumar Pandit
Chairman
DIN: 07900682
Date: 12.08.2025
Place: New Delhi
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