Your directors take pleasure in presenting to you the 30th Annual Report together with the Audited Financial Statements of the Company for the Financial Year ended March 31, 2024.
FINANCIAL RESULTS
The Financial highlights of the Company for the Financial Year ended March 31, 2024 is provided below:
(Amount Rs. in Lakhs)
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Particulars
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Standalone
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Consolidated
|
|
2023-24
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2022-23
|
2023-24
|
2022-23
|
|
Revenue from Operations
|
0
|
0
|
0
|
0
|
|
Other Income
|
0
|
32.01
|
0
|
32.01
|
|
Total Income
|
0
|
32.01
|
0
|
32.01
|
|
Earnings before Interest, Tax & Depreciation and Amortization (EBITDA)
|
(61.91)
|
(19.66)
|
(63.14)
|
(21.80)
|
|
Less: Depreciation and Amortization expense
|
0.44
|
1.29
|
0.44
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1.29
|
|
Less: Finance cost
|
0
|
0
|
0
|
0
|
|
Profit before exceptional items and Tax (PBT)
|
(62.35)
|
(20.95)
|
(63.58)
|
(23.09)
|
|
Exceptional item
|
(33.42)
|
0
|
0
|
0
|
|
Less: Tax Expense
|
0
|
0
|
0
|
0
|
|
Profit after Tax (PAT)
|
(95.77)
|
(20.95)
|
(63.58)
|
(23.09)
|
STATE OF COMPANY'S AFFAIRS
The Company has not carried any business activity during Financial Year ended March 31, 2024. On Standalone basis, the Company's Earnings before Interest Depreciation and Tax stood at Rs. (61.91) Lakhs, the same was Rs. (19.66) Lakhs for the previous period. Loss before taxation stood at Rs. 62.35 Lakhs, as against Loss of Rs. 20.95 Lakhs in the previous financial year. The net Loss of the Company stood at Rs. 95.77 Lakhs as against Loss of Rs. 20.95 Lakhs in the previous Financial Year.
On Consolidated basis, the Earnings before Interest Depreciation and Tax stood at Rs. (63.14) Lakhs, the same was Rs. (21.80) Lakhs for the previous period. Loss before taxation stood at Rs. 63,58 Lakhs, as against Loss of Rs. 23.09 Lakhs in the previous financial year. The net Loss of the Company stood at Rs. 63.58 Lakhs as against Loss of Rs. 23.09 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, 2024, 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 2023-24. 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 on March 31, 2024, the Company is having three subsidiaries. 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. Further, the BSE limited had issued notice vide its letter dated June 20, 2024 for revocation of suspension in trading of equity shares of the Company w.e.f. June 28, 2024.
AUDITORS AND AUDITOR'S REPORT
M/s APT & Co. LLP, Chartered Accountants (FRN: 014621C/N500088) have audited the Standalone and Consolidated Financial Statements ("Financial Statements") of the Company for Financial Year ended March 31, 2024 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:
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Statutory Auditor Observations
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Management's Response
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The absence of business activities may cast significant doubt on the entity's ability to continue as a going concern
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Currently company is not serving any businesses but company is in process to start fresh businesses
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|
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. Also, the Company is not generating any revenue since long.
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The 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.
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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.
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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.
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Other Financial Assets amounting to Rs. 2552.36 Lakhs and Trade Receivables amounting to Rs. 624.40 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.
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This amount is receivable and confirmation to that effect is also provided to the auditor and there is no deviation. Out of Rs. 2552.36 Lakhs, the confirmation and reconciliation of balance is given for Rs. 2125.36 Lakhs and as regard the balance amount of Rs. 427 Lakhs is concerned, the amount relates to govt. projects in which the arbitration proceedings are going on, due to which the confirmation couldn't be provided.
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The Company has deferred tax asset amounting to Rs. 60.18 Lakhs as at March 31, 2024 despite the
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This is an old balance and no action has been taken by the Company since the Company is non
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company been incurring cash losses since long and also not doing any business.
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operational.
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Trade Payables amounting to Rs. 3.35 Lakhs is a long outstanding. Further, The Trade payables lying as on 31.03.2024 are subject to reconciliation and confirmation.
Also, the Holding company does not have details of amount due to MSME vendors and accordingly we cannot comment upon the interest payable on amount due to MSME vendors.
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The record is not available but the amount is payable. Also, the Company doesn't have the confirmation that if its vendors are MSME. The Company had made efforts to seek details from its vendors, however the same are not provided as on date.
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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.
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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.
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Further, M/s APT & Co. LLP, Chartered Accountants have 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 have recommended 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. Further, M/s S.N. Kapur & Associates, Chartered Accountants are also proposed to be appointed as Statutory Auditor for a period of five consecutive years from conclusion of 30th Annual General Meeting till conclusion of 35th Annual General Meeting of the Company. Their appointment is subject to the approval of members in the ensuing Annual General Meeting of the Company.
Secretarial Auditors
M/s Preksha Dawet& Associates (Membership No. 55366) was appointed to conduct Secretarial Audit of the Company for the Financial Year ended March 31, 2024. 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 herein below:
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Secretarial Auditor Observations
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Management's Response
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e-Form DPT-3 pursuant to Rule 16 of the Companies (Acceptance of Deposits) Rules, 2014.
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Shall be filed in due course
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e-Form MGT-14 for approval of Financial statements for the period ended 31st March 2023
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Shall be filed in due course
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e-Form MGT-14 for approval of Directors' Report for the period ended 31st March 2023
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Shall be filed in due course
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e-Form MGT-14 for Appointment of Secretarial Auditor for the Financial Year 2022-23
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Shall be filed in due course
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e-Form MSME
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Shall be filed in due course, if applicable
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e-Form MGT-14 for submitting summary of proceedings since the Annual General Meeting was held through VC/OAVM mode
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Shall be filed in due course
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e-Form MGT-15 for submitting report on Annual General Meeting which was held through VC/OAVM mode
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Shall be filed in due course
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The Company has made delayed in filing e-form AOC-4 XBRL (Financial Statements) and MGT-7 (Annual Return) for the financial year 2022-23
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The Company will ensure that all filings are made within the due date in current financial year
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The advertisement as required under the provisions of Rule 20(4)(v) of Companies (Management & Administration) Rules,2014 under Companies Act, 2013 was published on September 10, 2023 and the AGM was held on September 28, 2023. The advertisement was required to be published at least 21 days before date of Annual General Meeting of the Company
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The same was in inadvertent delay. The Company will ensure that advertisements are made in accordance with applicable rules.
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The Independent Directors appointed on the Board are not enrolled in Independent Director's Databank
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The process for enrolment of independent directors shall be completed in current financial year
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The Company has not obtained prior approval of Audit Committee for all Related party transactions
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No new Related Party Transaction has been entered by the Company
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The company has not maintained notice, agenda and attendance sheet for all the meetings and not complied with Secretarial Standards (SS) issued by The Institute of Company Secretaries of India (ICSI).
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The data is available for inspection at registered office of the Company
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The Company has not maintained statutory registers as per Companies Act 2013
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The data is available for inspection at registered office of the Company
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The Company has not adopted and maintained all the policies
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The data is available for inspection at registered office of the Company
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The Company Failed to Re-appoint Mr. Navin Gupta (DIN:00097128) as Managing Director of the Company
|
The same was in advertent error. Mr. Navin Gupta has resigned as the Managing Director of the Company
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The Financial Statements of the Company for FY23 are not signed by the Company Secretary and Chief Financial Officer
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The same was an inadvertent error.
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Delayed submission of certificate pursuant to Regulation 40(9) & 40(10) of SEBI (LODR), Regulations 2015 for the year ended 31st March
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The same was an inadvertent delay. We will ensure to make all filings within the stipulated timelines in current financial year.
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2023 i.e. on 1st May 2023
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Delayed submission of certificates in accordance with Regulation 74(5) SEBI (DAP) Regulation, 2018 for three quarters i.e. it was submitted on 3rd May 2023, 31st July 2023 and 24th January 2024, for March 2023, June 2023, December 2023 quarter, respectively. Further, for the quarter ended September 2023, the Company has not submitted the certificate
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The same was an inadvertent delay. We will ensure to make all filings within the stipulated timelines in current financial year.
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Delayed submission of prior intimation of Board meeting for quarter ended March 2023 i.e. on 24thMay 2023, which is a shorter period. Further, the Company has not submitted prior intimation of Board meeting for quarter ended 31st December 2023 and has not submitted XBRL for prior intimation
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The same was an inadvertent delay. We will ensure to make all filings within the stipulated timelines in current financial year.
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Delayed submission of Annual Secretarial Compliance report pursuant to Regulation 24A of SEBI (LODR) Regulations, 2015 for the year ended 31st March 2023 i.e. on 31st May 2023
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The same was an inadvertent delay. We will ensure to make all filings within the stipulated timelines in current financial year.
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Delayed submission of Annual Report pursuant to Regulation 34(1) of SEBI (LODR) Regulations, 2015 the annual report was dispatched on 6th September 2023 and intimation was made with Stock Exchange on 7th September 2023
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The same was an inadvertent delay. We will ensure to make all filings within the stipulated timelines in current financial year.
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Delay in submission of outcome of Board Meeting pursuant to Regulation 30 of SEBI (LODR) Regulations, 2015 for the meeting held on 10th November 2023
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The same was an inadvertent delay. We will ensure to make all filings within the stipulated timelines in current financial year.
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The Company has made non-compliance by not intimating to stock exchange regarding Publishing Financial Results in newspaper pursuant to Regulation 30(3) of SEBI (LODR) Regulations, 2015, of the Board meeting held for the quarter ended 30th September 2023 i.e. on 10th November 2023
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The same was an inadvertent error. We will ensure to make all filings within the stipulated timelines in current financial year.
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Delay in submission of Financial Results (XBRL) pursuant to Regulation 33(3)(a) of SEBI (LODR) Regulations, 2015 on 19th December 2023, for the Board meeting held on 11th August 2023 and 3rd November 2023. Further, the Company has not
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The same was an inadvertent delay. We will ensure to make all filings within the stipulated timelines in current financial year.
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submitted Financial Results in XBRL mode for quarter ended March 2023 and December 2023
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Delayed in submission of Shareholding pattern pursuant to Regulation 31(b) of SEBI (LODR) Regulations, 2015 for quarter ended June 2023 and December 2023 on 1st August 2023 and 2nd February 2024, respectively
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The same was an inadvertent delay. We will ensure to make all filings within the stipulated timelines in current financial year.
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Delay in submission of Corporate Governance Report pursuant to Regulation 27(2)(a) of SEBI (LODR) Regulations, 2015 for quarter ended March 2023, June 2023 and December 2023 on 25th April 2023, 28th August 2023 and 5th February 2024, respectively
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The same was an inadvertent delay. We will ensure to make all filings within the stipulated timelines in current financial year.
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Delay in submission of Investor grievances pursuant to Regulation 13(3) of SEBI (LODR) Regulations, 2015 for quarter ended March 2023, June 2023, September 2023 and December 2023 on 25th April 2023, 31st July 2023, 30th October 2023 and 24th January 2024, respectively
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The same was an inadvertent delay. We will ensure to make all filings within the stipulated timelines in current financial year.
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Delay in submission of Related Party Transactions (RPT) pursuant to Regulation 23(9) of SEBI (LODR) Regulations, 2015 for half year ended i.e. March 2023, and September 2023 on 3rd June 2023 and 19th December 2023, respectively
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The same was an inadvertent delay. We will ensure to make all filings within the stipulated timelines in current financial year.
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Delay in submission of Certificate pursuant to Regulation 76 SEBI (Depository and Participants) Regulations, 2018 for quarter ended September 2023 i.e. on 18th December 2023. Further, the Company has not submitted the certificate for quarter ended March 2023 and June 2023
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The same was an inadvertent delay. We will ensure to make all filings within the stipulated timelines in current financial year.
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Delay in submission of Trading Window Closure pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015 quarter ended March 2024 i.e. on 21st April 2024. Further, the Company has not complied with the Regulation for the quarter ended June 2023, September 2023 and December 2023
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The same was an inadvertent delay. We will ensure to make all filings within the stipulated timelines in current financial year.
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The Company made non-compliance by not submitting Initial and Annual Disclosure as per Circular No. SEBI/HO/DDHS/PoD1/P/CIR/2023/119 dated 10 August 2021 (updated on 7th July 2023)
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The same is not applicable on the Company
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Delayed compliance in relation to Structured Digital Database by making delayed entries in the software w.r.t. Regulation 3(5) & 3(6) SEBI (Prohibition of Insider Trading) Regulations, 2015
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The same was an inadvertent delay. We will ensure to make all entries within the stipulated timelines in current financial year.
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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 Accountant as Internal Auditor to conduct Internal Audit of the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review there were no changes in the Directors and Key Managerial Personnel. On August 03, 2024, Mr. Jaideep Kumar Bhola and Mr. Navin Gupta resigned as Independent Director and Managing Director, respectively.
In accordance with the provision of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Shalini Gupta (DIN: 00114181), Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for re-appointment. Further, the term of appointment of Mr. Sunil Kumar (DIN: 08463423) as an Independent Director, is expiring at the ensuing annual general meeting of the Company. 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.
Based on the recommendations of the Nomination and Remuneration Committee, the Board of Directors, have recommended the re-appointment of Mrs. Shalini Gupta as non-executive director, re-appointment of Mr. Sunil Kumar for his second term as Independent Director to hold office upto May 29, 2024 and appointment of Mr. Vipin Kumar Kushwaha as Independent Director for a period of five years w.e.f. August 03, 2024 to hold office upto August 02, 2029.
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, 2024.
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:
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A. Conservation of energy
|
|
i.
|
the steps taken or impact on conservation of energy
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Company ensures that its operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved
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ii.
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the steps taken by the company for utilizing alternate sources of energy
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No specific investment has been made in reduction in energy consumption
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iii.
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the capital investment on energy conservation equipments
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nil
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B. Technology absorption
|
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i.
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the efforts made towards technology absorption
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Not applicable
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ii.
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the benefits derived like product improvement, cost reduction, product development or import substitution
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Not Applicable
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iii.
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in case of imported technology (imported during the last three years reckoned from the beginning
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There was no substantial technology imported during the period under review.
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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
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iv.
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the expenditure incurred on Research and Development
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Nil
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C. Foreign exchange earnings and outgo
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i.
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Foreign Exchange earnings
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Nil
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Ii
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Foreign Exchange outgo
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Nil
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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 2023-24. 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 Directors was 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 outstanding loans 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.
NUMBER OF MEETINGS OF BOARD OF DIRECTORS
For details of meetings of the Board, please refer to the Corporate Governance Report, forming part of the Annual Report
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 listing regulations. The details relating to the same are given in Corporate Governance Report forming part of the Annual Report. During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.
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. Kindly refer to the section on Board Committees in the Corporate Governance Report, forming part of this annual report for details relating to the Nomination and Remuneration Committee. 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. To access the Nomination and Remuneration Policy, kindly refer to https://iecgroup.in All the recommendations made by the Nomination and Remuneration Committee during the year were accepted by the Board.
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.
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.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
Your Company has in place a policy on Prevention of Sexual Harassment at workplace. This policy is in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition &Redressal) Act, 2013. All employees, whether permanent, contractual, temporary and trainees are covered under this Policy.
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 2024 is available on the Company's website on www.iecgroup.in.
OTHER DISCLOSURES
The Company had neither made any application, nor any proceedings are pending under the Insolvency and Bankruptcy Code, 2016.
The Company had not entered into any onetime settlement with any Bank or Financial Institutions, hence disclosure under rule (8)(5)(xii) of Companies (Accounts) Rules 2014 is not applicable.
The Managing Director of the Company had not received any remuneration or commission from any of its subsidiaries.
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/- Sd/-
Bijoy Kumar Pandit Sunil Kumar
Chairman Independent Director
DIN: 07900682 DIN: 08463423
Date: 31.08.2024 Place: New Delhi
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