Dear Members,
The Board of Directors have the pleasure in presenting the Companies 42nd
Annual Report together with the Audited Financial Statements for the financial year ended
31st March, 2024 along with the Auditor's Report thereon.
The financial result of the company for the financial year 2023-2024 as
compared with the previous year are as follow:
Financial Results: -
| Particulars |
31st March 2024 |
31st March 2023 |
| Income |
0.48 |
0.48 |
| Less: Expenses |
15.84 |
15.48 |
| Profit before Taxation (including Exceptional Items) |
(15.36) |
(636.81) |
| Less: Taxation |
0.43 |
0.48 |
| Profit after Taxation (including Exceptional Items) |
(15.79) |
(637.29) |
Performance: -
The Total Income for the financial year under review is 0.48 Lakh
against 0.48 Lakh in previous year. The Net
Loss after taxation marked by the company during the year under review
was (15.79) Lakh as compared to loss of (637.29) Lakh during the previous year.
Operation: -
The Company has been continuously focusing on its existing line of
business to improve its profitability in near future.
Dividend: -
Your Company intends to conserve available resources to invest in the
growth of the business and pursue strategic growth opportunities. Accordingly, your
Directors do not recommend any dividend for the year.
Transfer to Reserve: -
There has been no transfer to Reserves during the Financial Year
2023-2024.
Change in the nature of business: -
There is no change in the nature of business of the Company during the
year under review.
Public Deposits: -
The Company has neither accepted nor renewed any amount falling within
the purview of provisions of Section 73 of the Companies Act, 2013 read with the Companies
(Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement
for furnishing of details of deposits is not applicable.
Compliance with the Indian Accounting Standards: -
As mandated by the Ministry of Corporate Affairs, the financial
statements for the year ended on March 31, 2024 has been prepared in accordance with the
Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013
read with Rule 7 of the Companies (Accounts) Rules, 2014.
Directors and Key Management Personnel (KMP):-
As on March 31, 2024, the Board of Directors of your Company comprised
of Four (4) Directors one of whom is the Whole Time Director and one is Non-Executive
Director. The remaining two (2) directors are Non-Executive and Independent Directors
including one Woman Director.
The composition of the Board is in consonance with Regulation 17 of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from
time to time, and in accordance with the applicable provisions of Companies Act, 2013.
Mr. Abhishek Kumar Jain, Non-Executive Director, is liable to retire by
rotation at the ensuing AGM, pursuant to Section 152 and other applicable provisions, if
any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of
Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof
for the time being in force), the Articles of Association of the Company and being
eligible has offered himself for reappointment. The Board of Directors, on the
recommendation of the Nomination and Remuneration Committee and based on report of
performance evaluation has recommended his re-appointment as Non-Executive Director of the
Company.
The Board of Directors on the recommendations of the Nomination and
Remuneration Committee at their meeting held on 28/05/2024, changed the designation of Mr.
Vinod Kumar Bothra from Whole Time Director to Managing Director (MD) and Chief Executive
Officer (CEO) of the Company with immediate effect on the existing terms & conditions.
Accordingly he will hold office as Managing Director and Chief Executive Officer for his
remaining tenure of his office viz. upto 31/07/2026. However there is no change in his
existing remuneration. The change in designation is being carried out for re-organizing
the Board. The Board has also decided to carry out 42nd Annual General Meeting
for availing approval of Shareholders to above change.
All Independent directors have given the Declarations that they meet
the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013,
and Clause 16(b) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations,
2015. In the opinion of the Board, all the Independent Directors are persons of integrity,
and possess expertise and experience including the proficiency required to be Independent
Directors of the Company and they are independent of the management and have also complied
with the Code for Independent Directors as prescribed in Schedule IV of the said Act.
All Independent Directors of the Company have confirmed that they have
already registered their names with the data bank maintained by the Indian Institute of
Corporate Affairs ["IICA"] as prescribed by the Ministry of Corporate Affairs
under the relevant Rules, and that they would give the online proficiency self-assessment
test conducted by IICA which is prescribed under the relevant Rules, if applicable.
Appropriate resolutions for appointment/ re-appointment are being
placed for the approval of the shareholders of the Company at the ensuing AGM. The brief
resume of directors appointed/re- appointed and other related information has been
detailed in the Notice read along with the explanatory statement convening the 41st
AGM of the Company in accordance with the provisions of the Companies Act, 2013 read with
the Rules issued there under and the Regulation 36 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended from time to time.
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, if any.
Policy on Directors, Key Managerial Personnel - Appointment &
Remuneration including Nomination & Remuneration Committee:-
The Board has framed a policy on Director's Appointment and
Remuneration & duly constituted Nomination and Remuneration Committee pursuant to the
Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015
and read with Section 178 of the Companies Act, 2013.
The policy provides for selection and appointment of Directors, Senior
Management including KMP and their Remuneration together with criteria for determining
qualifications, positive attributes, and independence of a Director.
Remuneration policy for the Directors, Key Managerial Personnel and
other Employees has been disclosed on the Company website i.e.
https://www.shreetulsionline.com/Codes%20&%20Policies/Remuneration%20Policy.pdf More
details about above have been outlined in the Corporate Governance Report which forms a
part of this report.
Disclosure under Section 197(12) of the Companies Act, 2013:-
The Company has not employed any employees whose remuneration falls
within the purview of the limits prescribed under the provisions of Section 197 of the
Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.
Declaration of Independent Directors:-
The Company has received necessary declaration from each of Independent
Directors under Section 149(7) of the Companies Act, 2013, that they meets the criteria of
independence laid down in Section 149(6) of the Companies Act, 2013 and the relevant Rules
made there on and Regulation 16(1)(b) and Regulation 25 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
Committee of the Board:-
The Board of Directors has following Committee
1) Audit Committee
2) Nomination & Remuneration Committee
3) Stakeholder Relationship Committee
4) Risk Management Committee
The details of the Committees along with their composition, number of
meetings and attendance at the meetings are provided in the Corporate Governance Report.
Directors Responsibility Statement:-
Pursuant to Section 134 (3) (c) read with Section 134 (5) of the
Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability,
confirm that:
(i) in the preparation of the annual accounts for the year ended 31st
March, 2024, the applicable Indian Accounting Standards have been followed along
with proper explanation relating to material departures, if any;
(ii) 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 at the end of the
financial year 31st March, 2024 and of the profit and loss of the company for
the year ended on that date;
(iii) 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;
(iv) the annual accounts have been prepared on a going concern basis;
(v) the directors have laid down internal financial controls to be
followed by the company and such internal financial controls are adequate and operating
effectively;
(vi) the directors have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems were adequate and
operating effectively.
Statement concerning development and implementation of Risk Management
Policy of the Company:-
The Board of Directors of the Company has framed (constituted) a Risk
Management Committee to frame, implement and monitor the risk management plan for the
Company. The Committee is responsible for reviewing the risk management plan and ensuring
its effectiveness. The Committee has additional oversight in the area of financial risks
and controls. Major risks identified by the business and functions are systematically
address through mitigation action on a continuing basis.
The details of Committee and its terms of reference are set out in the
Corporate Governance Report forming part of the Board Report.
Number of Meeting of the Board:-
During the year under review 4 (Four) Meetings of the Board of
Directors of the Company were held.
Disclosure regarding Company's policies under Companies Act, 2013
and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015-
The Company has framed various policies as per SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 & Companies Act, 2013; viz
i) Remuneration Policy for the Directors , Key Managerial Personnel and
other Employees,
ii) Determining material subsidiary,
iii) Performance evolution of the Board, Committee and Directors,
iv) Related Party transactions Policy,
v) Whistle Blower/vigil Mechanism,
vi) Archival Policy for disclosure,
vii) Code of Conduct for Board of Directors & Senior Management,
viii) Policy of Preservation of Documents,
ix) Policy on Criteria for Determining Materiality of Events,
ix) Code of Conduct for Independent Director/ Information are displayed
on the website of the Company: https://www.shreetulsionline.com/Disclosures-SEBI.html
Extract of Annual Return:-
Pursuant to the provisions of Section 92(3) and Section 134(3) (a) of
the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and
administration) Rules, 2014, the Annual Return as on 31st March, 2024 is
available on the website of the Company www.shreetulsionline.com.
Board Evaluation:-
Pursuant to the provisions of the Companies Act, 2013 read with Rules
issued there under and Regulation 17 of SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015, the Board of Directors has carried out an annual
performance evaluation of its own performance, the directors individually as well as the
evaluation of its various committee. The separate exercise was carried out to evaluate the
performance of individual Directors including the Chairman of the Board, who were
evaluated on parameters such as level of engagement and contribution, independence of
judgment, safeguarding the interest of the Company and its minority shareholders etc. The
performance evaluation of the Independent Directors was carried out by the entire Board
excluding the Directors being evaluated. The Performance evaluation of the Chairman and
Non-Independent Directors was carried out by the Independent Directors at their separate
Meeting. The Board of Directors expressed its satisfaction with the evaluation process.
Particulars of Loans, Guarantees or Investments made under Section 186
of the Companies Act, 2013:-
The Company has complied with the provisions of Section 186 of the
Companies Act, 2013 in respect of investments made and outstanding at the year-end,
details of which are given in the Financial Statements. There were no loans or guarantees
made by the Company during the year under review.
Particulars of Contracts or Arrangements made with Related Parties: -
All contracts / arrangements / transactions entered by the Company
during the financial year with related parties were in the ordinary course of business and
on an arm's length basis. During the year, the Company had not entered into any
contract / arrangement / transaction with related parties as defined under Section 188 of
the Companies Act, 2013 and Regulation 23 of SEBI (Listing Obligations and Disclosure
Requirements), Regulations 2015 which could be considered material in accordance with the
policy of the Company on materiality of related party transactions. Accordingly, the
disclosure of Related Party Transactions as required under Section 134(3) of the Companies
Act in Form AOC-2 is not applicable. Attention of the members is drawn to the disclosures
of transactions with the related parties is set out in Notes to Accounts forming part of
the financial statement for the year 2023-2024.
Subsidiaries, Joint Ventures and Associate Companies:-
The Company does not have any Subsidiary, Joint venture or Associate
Company.
Internal Financial Control and their adequacy:-
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. The Company has developed well-defined internal
control mechanisms and comprehensive internal audit programme with the activities of the
entire organization under its ambit.
Further, based on the report of Internal Audit function, corrective
action are undertaken in the respective areas and thereby strengthen the controls.
Significant audit observations and corrective actions thereon are presented to the Audit
Committee of the Board.
The Internal Audit of the Company is conducted by an Independent
Chartered Accountant Firm. During the year under review, no material or serious
observation has been received from the Internal Auditors of the Company for inefficiency
or inadequacy of such controls.
Corporate Governance:-
The Company conforms to the norms of Corporate Governance as envisaged
in the Listing Regulations with the Stock Exchange. Pursuant to Regulation 34(3) read with
Schedule V of the SEBI (Listing Obligations and Disclosure Requirements), Regulations
2015, and a detailed Compliance Note on Corporate Governance together with the Auditors
Certificate on Corporate Governance is annexed to this report.
Management Discussion and Analysis Report:-
The Management Discussion and Analysis Report for the year under
review, as stipulated under the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations") are given in a separate section and forms part of the Annual Report.
The details of difference between amount of the valuation done at the
time of one time settlement and the valuation done while taking loan from the banks or
financial institutions along with the reasons thereof:
Not Applicable
Material Changes and Commitments, if any, affecting the financial
position of the Company occurred between the ends of the financial year to which this
financial statement relates and the date of the report:-
There are no material changes and commitments affecting the financial
position of the Company occurred between ends of the financial year to which this
financial statement relates on the date of this report.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo:-
The statement of particulars under Section 134(3) (m) of the Companies
Act, 2013 read with Rule 8(3) of the Companies (Accounts), 2014 regarding conservation of
energy, technology absorption and Foreign Exchange earnings and outgo are given below:
- Your Company has not consumed energy of any significant level.
Accordingly, no measures were taken for energy conservation and no investment is required
to be for reduction of energy consumption.
- No comment is made on technology absorption, considering the nature
of activities undertaken by your Company during the year under review.
- No Expenditure has been made for research and development during the
year under review.
- There were no Foreign Exchange earnings or out go during the year
under review.
Details of significant and material orders passed by the Regulators or
Courts or Tribunals impacting the Going Concern status and Company's operation in
future:-
There are no significant and material orders issued against the Company
by any regulating authority or court or tribunal affecting the going concern status and
Company's operation in future. Hence, disclosure pursuant to Rule 8 (5) (vii) of
Companies (Accounts) Rules, 2014 is not required.
Human Resources:-
Human Resources Development envisages the growth of the individual in
tandem with the organization. It also aims at the up-liftment of the individual by
ensuring an enabling environment to develop capabilities and to optimize performance.
Your Directors want to place on record their appreciation for the
contribution made by employees at all levels, who through their steadfastness, solidarity
and with their co-operation and support have made it possible for the Company to achieve
its current status.
The Company, on its part, would Endeavour to tap individual talents and
through various initiatives, ingrain in our human resources, a sense of job satisfaction
that would, with time, percolates down the line. It is also the Endeavour of the Company
to create in its employees a sense of belonging, and an environment that promotes
openness, creativity and innovation.
All the manpower initiatives including training, meetings and
brainstorming sessions are implemented with the aim of maximizing productivity and
aligning organizational needs employee's aspirations.
Auditors & Auditors Observations:-
The matter related to Auditors and their Reports are as under:
1. Statutory Auditor and their Report:-
As per the requirements of Section 139(2) of the Companies Act, 2013
and the Companies (Audit and Auditors) Rules, 2014, the Board of Directors in the meeting
held on 27th June, 2024, on the recommendation of the Audit Committee and the
Board of Directors of the Company thereof, the consent of the members, appointed M/S.
Mohindra Arora & Co., Chartered Accountant (FRN No. 006551N), as the Auditors of the
company to hold the office from the conclusion of this 42nd Annual General
Meeting (AGM) until the conclusion of 47th Annual General Meeting (AGM) subject
to approval of the members and to fix the remuneration as set out at Item No. 3 of the
Notice.
Explanations or Comments on Qualifications, Reservations or Adverse
Remarks or Disclaimers made by the Statutory Auditors in their Report:-
The Report given by M/s A P T & Co LLP, Chartered Accountants (Firm
Registration No. 014621C/N500088), Statutory Auditors of the Company on the Financial
Statements for the year ended 31st March, 2024 read with explanatory notes
thereon do not call for any explanation or comments from the Board under Section 134(3) of
the Companies Act, 2013. The remarks, if any, made by the Auditors in their Report are
properly explained in the Note no. 19 of the Financial Statement.
2. Secretarial Auditors and their Report:-
M/s. Veenit Pal & Associates, Practicing Company Secretary was
appointed to conduct Secretarial Audit of the Company for the financial year 2023-2024 at
their meeting on 23rd May, 2023 as required under Section 204 of the Companies
Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014. The report of the Secretarial Auditors in Form MR-3 is enclosed as Annexure-I
to this report.
The report confirms that the Company had complied with the statutory
provisions listed under Form MR-3 and the Company also has proper board processes and
compliance mechanism.
The Report does not contain any qualification, reservation or adverse
remark or disclaimer, which requires any further comments or explanations in this report.
3. Internal Auditor:-
The Members of Board has appointed M/s. Jain N K & Co., (FRN:
148125W) Chartered Accountant, as Internal Auditors of the Company for Financial Year
2023-2024 at their meeting on 23rd May, 2023 under provisions of Section 138 of
the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 as
recommended by Audit Committee.
The suggestions made by the Internal Auditor in their Report were
properly addressed and implemented.
Listing of Securities:-
The Equity Shares of the Company are listed on The Calcutta Stock
Exchange Limited and Metropolitan Stock Exchange Limited (MSEI). The shares were also
under permitted category at BSE Limited. But currently pursuant to the termination of
arrangement under section 13 of the Securities Contract (Regulation) Act, 1956 with The
BSE Limited, trading on BSE Limited were discontinued with effect from Monday, July 24,
2023 with reference to notice issued by BSE Limited on 18/07/2023. Listing fees has been
paid to CSE & MSEI in pursuance to Regulation 14 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. Payment of Listing Fees to BSE Limited is not
applicable.
Shares:-
The authorized Share capital and the paid- up Equity Share Capital have
remained unchanged during the year under review. The Company has neither issued shares
& Securities or any other instruments nor any corporate benefits during the year under
review.
1. Buy Back of Shares
The Company has not bought back any of its securities during the year
under review.
2. Sweat Equity Shares
The Company has not issued any Sweat Equity Shares during the year
under review.
3. Bonus Issue
No Bonus Shares were issued during the year under review.
4. Employee Stock Option Scheme
The Company has not provided any Stock Option Scheme to the employees.
Details of policy developed and implemented by the Company on its
Corporate Social Responsibility Initiatives:-
Since the Company does not qualify any of the criteria as laid down in
Section 135(1) of the Companies Act, 2013 with regard to Corporate Social Responsibility,
provisions of Section 135 are not applicable to the Company.
Additional Information to Shareholders:-
All important and pertinent investor information such as Financial
Results, Annual Report and Outcome of board meeting are made available on the
Company's website i.e. www.shreetulsionline.com on a regular basis.
Secretarial standards
The Company complies with all applicable secretarial standards issued
by the Institute of Company Secretaries of India.
Code of Conduct:-
As prescribed under Listing Regulation, a declaration signed by the
Managing Director & Chief Executive Officer affirming compliance with the Code of
Conduct by the Directors and Senior Management Personnel of the Company for the financial
year 2023-2024 forms part of the Corporate Governance Report.
The declaration signed by the Company's Managing Director for the
Compliance of these requirements is attached forming part of the Annual Report.
Managing Director & CFO Certification:
The Managing Director and/or CFO of the company are required to give an
Annual Certificate on compliance with Financial Reporting and internal controls to the
board in terms of Regulation 17(8) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI Listing Regulations") and Certificate on
Financial Results while placing the Annual Financial results before the
board in terms of Regulation 33 of SEBI Listing Regulations and same is published in this
report.
Board Diversity Policy: -
In compliances with the provision of the Listing Regulations, 2015, the
Board through its Nomination and Remuneration Committee has devised a Policy on Board
Diversity.
The objective of the Policy is to ensure that the Board comprises
adequate number of members with diverse experience and skills, experience, such that it
best serves the governance and strategic needs of the Company leading to competitive
advantage. The Board composition is mentioned in available in the Corporate Governance
report that forms part of this Annual Report.
Familiarization Program:-
Whenever any person joins the Board of the Company as an Independent
Director, an induction programme is arranged for the new appointee, wherein the appointee
is familiarized with the Company, his/her roles, rights and responsibilities in the
Company, the Code of Conduct of the Company to be adhered, nature of the industry in which
the Company operates, and business model of the Company etc. The details of such
familiarization programmes have been disclosed on the Company website i.e.
https://www.shreetulsionline.com/Disclosures-SEBI.html.
Vigil Mechanism/ Whistle Blower Policy:-
Your company is committed to highest standards of ethical, moral and
legal business conduct. Accordingly, the Board of Directors have formulated a Whistle
Blower Policy which is in compliance with the provisions of Section 177(10) of the
Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The policy provides for a framework and process whereby
concerns can be raised by its employees against any kind of discrimination, harassment,
victimization or any other unfair practice being adopted against them. These have been
outlined in the Corporate Governance Report which forms part of this report.
Reporting of Frauds:-
During the year under review, the Statutory Auditors and Secretarial
Auditors have not reported to the Audit Committee and/ or Board any instances of fraud
committed in the Company by its officers or employees under Section 143(12) of the
Companies Act, 2013.
Disclosure under the Sexual Harassment of Woman at Workplace
(Prevention, Prohibition and Redressal) Act, 2013:-
The Company has in place an Anti-Sexual Harassment Policy in line with
the requirements of The Sexual Harassment of Women at the Workplace (Prevention,
Prohibition & Redressal) Act, 2013.
Internal Complaints Committee (ICC) has been set up to redress
complaints received regarding sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy. The following is a summary of sexual
harassment complaints received and disposed off during the year 2023-2024.
No of complaints received : Nil No of complaints disposed off : Nil No
of complaints pending as on end of the financial year : Nil
Disclosures:-
The Company has not accepted any fixed deposits during the year under
review and accordingly, no amount on account of principal or interest on deposits from
public and/or Members were outstanding as at March 31, 2024.
There are no significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and the Company's
operations in future.
During the year under review, the Company has not issued any
Debentures.
No material changes have taken place that could have an impact on the
financial position of the Company from the date of closure of financial year under review
till the date of signing of Accounts.
There is no change in the nature of business of the Company.
Maintenance of cost records and requirement of cost Audit as prescribed
under the provisions of Section 148(1) of the Act are not applicable to the business
activities carried out by the Company.
There is no proceeding initiated or pending against the company under
the Insolvency and Bankruptcy Code, 2016
During the year under review, the Company has not taken Credit Rating
of Securities from any agency.
During the year under review, the Company has not required transferred
any shares in IEPF (Investors Education & Protection Fund).
During the year under review Company does not come under failure of
implement any Corporate Action.
During the year under review, the Company has not required the
Compliance of Regulation 32 of SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015 and is of the view that the same is not applicable to company as the
Company has not issued any share by way of public issue, Right Issue, Preferential Issue
etc.
Acknowledgement: -
The Directors wish to place on record their appreciation for the
contributions made by the employees at all levels, whose continued commitment and
dedication helped the Company achieve better results. The Directors also wish to thank
customers, bankers, Central and State Governments for their continued support. Finally
your directors would like to express their sincere & whole-hearted gratitude to all of
you for your faith in us and your Co-operation & never failing support.