Dear Shareholders,
The Directors have pleasure in presenting the 18th Annual Report on the
business and operations of your Company together with the Audited Financial Statements for
the financial year ended March 31, 2024.
1. FINANCIAL RESULTS AND OPERATIONS
The financial performance of your Company for the year ended March 31,2024" and
March 31, 2023 is tabulated below:
(Rs. In Lakhs)
Particulars |
FY 2023-24 |
FY 2022-23 |
Revenue from Operations |
45,796.17 |
84,038.47 |
Other Income |
259.79 |
247.44 |
Total Income |
46,055.96 |
84,285.91 |
Cost of material consumed |
- |
- |
Purchase of Stock in trade |
45,684.71 |
83,963.58 |
Employee Benefit Expense |
135.09 |
12.36 |
Changes in Inventories |
(512.80) |
(52.17) |
Financial Costs |
0.51 |
2.50 |
Depreciation |
0.87 |
0.25 |
Other Expenses |
97.56 |
28.78 |
Profit before Exceptional items |
650.02 |
330.60 |
Less: Exceptional items |
- |
- |
Net Profit Before Tax |
650.02 |
330.60 |
Less: Current Tax |
163.52 |
42.36 |
Less: Previous year adjustment of Income Tax |
- |
- |
Less: Deferred Tax |
(179) |
(0.02) |
Profit for the Period |
488.30 |
288.26 |
Earnings per share |
0.06 |
0.79 |
During the year under review, the Company achieved a turnover of Rs. 45,796.17 Lakhs as
against Rs. 84,038.47 Lakhs for previous year whereas, the profit of the Company for the
period under review are Rs. 488.30 Lakhs as compared to profit of the company Rs. 288.26
Lakhs in the previous year. Your company has managed to book good amount of profits during
the period under review as compare to the previous year and your management is optimistic
to be back on track in near future and register good volumes with profitability.
2. BUSINESS OVERVIEW
The Company is engaged in the business pertaining to Information Technology based
Engineering Services, distribution and supply of and to generally deal in all forms of
electrical power/energy, trading of engineering goods for facilitate infrastructure
projects to promote industrial and commercial activity, Trading of Commodities.
However, during the period under review, the management of your company after
considering the company's long-term business plan to expand its business further into
different segments and to utilize the resources in more optimum ways, ventured into the
business of film production, distribution and allied businesses, which are under the
existing circumstances conveniently and advantageously could be combined with the present
activities of the Company.
3. CHANGE IN NAME OF THE COMPANY
The Board of Directors of your Company at their meeting held on August 12, 2023, had
approved the proposal for change of name of the Company from "GI Engineering
Solutions Limited" to "Teamo Productions HQ Limited" to reflect the
company's business activities more appropriately, sync as per the contemporary business
environment, enhance its brand-equity, subject to the approval of shareholders of the
Company.
Thereafter, the shareholders of the company accorded their approval through Postal
Ballot on September 20, 2023 by passing Special resolution for Change in name of the
company and consequent alteration in Name clause of the memorandum and article of
association of the company.
Registrar of Companies, NCT of Delhi & Haryana have issued fresh Certificate of
Incorporation pursuant to change of name from GI Engineering Solutions Limited to Teamo
Productions HQ Limited on September 26, 2023.
4. CHANGE IN REGISTERED OFFICE FROM ONE STATE TO ANOTHER STATE
With a view to carry out operations of the Company in an efficient manner, as majority
of the Directors and/or KMP of the Company are residing in the National Capital Territory
of Delhi, the Board of Directors of the Company considered that it will be in the best
interest of the Company to shift the registered office of the Company from State of
Maharashtra to NCT of Delhi and accordingly, members approval was obtained by way of
passing Special Resolution on September 30, 2022 and necessary application was made to
Regional Director, Western Region, Ministry of Corporate Affairs.
Regional Director, Western Region, Ministry of Corporate Affairs vide its Order bearing
No. RD/ Section13/SRN F42216523/7579 dated February 13, 2023 permitted the change in
situation clause of Memorandum of Association of the Company from the state of Maharashtra
to the State of Delhi. Thereafter, with effect from April 11,2023 the Company's Registered
office was shifted from 73A SDF- III, Seepz, Andheri (East), Mumbai-400096, Maharashtra,
India to Build Up Space/ Unit 1308, Aggarwal Corporate Heights, Netaji Subhash Palace, New
Delhi-110034, India. Consequently, the Corporate Identification Number (CIN) of the
Company was changed from L74110MH2006PLC163731 to L74110DL2006PLC413221.
5. TRANSFER TO RESERVE
During the year under review, the Company has not transferred any amount to General
Reserve.
6. DIVIDEND
In order to conserve the resources of the Company, your Directors have not recommended
any dividend for the financial year under review.
7. SHARE CAPITAL
As on March 31,2024, the Issued and Paid-up Share Capital of the Company stood at Rs.
86,12,19,600/- divided into 86,12,19,600 fully paid-up equity shares of face value of Re.
1/- per share.
During the Financial year under review, pursuant to members approval, stock exchanges
and other statutory approvals, the Company in Q1 of the current fiscal offered 4,98,60,082
fully Paid-up Equity shares of face value of Rs. 10/- each on Right basis to its existing
shareholders, issue got overwhelming response and oversubscribed by 1.69 times and in
terms of the Right Issue Offer Document the allotment in respect of Rights Equity shares
was made on May 16, 2023 to the successful applicants and consequently Issued, Subscribed
and Paid up capital of Company increased from Rs. 36,26,18,780/- to Rs. 86,12,19,600/-
divided into 8,61,21,960 fully paid-up equity shares of face value of Rs. 10/- per share.
Split/sub-division: With a view to improve the liquidity of Company's Share and to
make it more affordable for small investors and also to broaden the base of small
investors, the shareholders accorded their approval through postal ballot on November 26,
2023 for approving the sub-division of company's each Equity Share and Preference Share
having a face value of Rs. 10/- each into 10 (Ten) Equity shares and Preference Shares,
respectively, of the company having face value of Re. 1 each and consequent alteration of
Capital clause of the Memorandum of Association of the company. Further, the company has
fixed December 14, 2023 as Record Date to determining the eligibility of Shareholders for
the above said purpose.
Fund raising: As a measure to augment the long-term financial resources of the
Company, members by way of passing special resolution in respective General Meeting/
Postal Ballot approved the fund raising by way of following methods:
1) the Issue and allotment of 5,00,00, 000 (Five Crores only) fully convertible
warrants carrying a right exercisable by the Warrant holder to subscribe to one Equity
Share of face value of Rs. 10/- each per Warrant, to persons belonging to 'Non-Promoter,
Public Category', at an issue price of Rs. 15/- in accordance with the provisions of
Chapter V of SEBI ICDR Regulations, 2018 for an aggregate amount of up to Rs.
75,00,00,000/-.
Pursuant to the members' approval obtained through postal ballot on September 20, 2023
by means of passing a Special Resolution and 'In-Principle Approval' obtained from the
Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited, the Board
of Directors of the Company in their meeting held on Tuesday, November 14, 2023, approved
the allotment of 4,57,50,000 Warrants, after receipt of stipulated amount i.e. 25% of the
Issue Price as subscription amount in accordance with provisions of Chapter V of SEBI ICDR
Regulations.
2) issuance and allotment of equity shares for up to an aggregate amount of up to Rs.
100 Crores by way by way of QIP's, ADR, GDR, FCCB or any other method or combination
thereof including series of Right Issue(s), each tranche not exceeding Rs. 50 Crore (Rs.
Fifty Crores Only) pursuant to the members' approval obtained through postal ballot on
November 26, 2023 by means of passing a Special Resolution
8. DEPOSITS
Your Company has neither invited nor accepted any deposits within the meaning of
Section 73 of the Companies Act, 2013 ("the Act") and the Companies (Acceptance
of Deposits) Rules, 2014.
9. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Details of Loans, Guarantees and Investments have been disclosed in the notes to
Financial Statements.
10. SUBSIDIARY & ASSOCIATES COMPANY
During the year under review, your Company did not have any subsidiary, associate and
joint venture company.
11. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There has been no material changes/commitment affecting the financial position of the
Company during the period from the end of the financial year 2023-24 to the date of this
report.
12. WEB ADDRESS FOR ANNUAL RETURN
Pursuant to Section 92(3) Section 134 (3) (a) of the Companies Act, 2013, the Company
has placed copy of Annual Return as on 31st March, 2024 as prescribed in Form
MGT-7 of the Companies (Management and Administration) Rules, 2014 on its website at
https://www.tphq.co.in/investors. By virtue of amendment to Section 92(3) of the Companies
Act, 2013, the Company is not required to provide extract of Annual Return (Form MGT-9) as
part of the Board's report.
13. MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis of the financial conditions, future outlook and
results of the operations of the Company for the year under the review, as stipulated
under Regulation 34(2)(e) of SEBI (LODR) Regulations, 2015 is given under separate section
of this Annual Report and forms part of the Directors' Report.
14. CORPORATE GOVERNANCE REPORT
The Company believes in adhering to the best corporate governance practices and its
philosophy emphasizes on fair and transparent governance and disclosure practices which
helps your Company to follow the path of its vision and mission. It strongly believes in
developing best corporate governance policies and procedures based on principals of fair
and transparent disclosures, equity, accountability and responsibility. A detailed report
on Corporate Governance, in terms of Regulation 34 of the Listing Regulations is forming
part of the Annual Report.
A certificate confirming compliance with requirements of Corporate Governance as
enumerated under the extant provisions of Listing Regulations issued by Mr. Pankaj Kumar
Gupta, Proprietor of Kumar G & Co., Company Secretaries is also annexed to the said
report.
15. WHISTLE BLOWER POLICY AND VIGIL MECHANISM
The Vigil Mechanism/ Whistle Blower Policy has been put in place for the Directors and
Employees to report their genuine concerns about the unethical behaviour , actual or
suspected fraud or violation of the Company's Code of Conduct. The mechanism provides for
adequate safeguards against the victimization of directors and employees who avail of the
mechanism. The Whistleblower Policy is available on the Company's website on
https://www.tphq.co.in/investors.
16. BOARD OF DIRECTORS
The Board of Directors provides the blue print to the success of any organization, it
plans and implements various strategies to grow not only in numbers but in value and cater
to its stakeholders.
Your Company's Board consists of learned professionals and experienced individuals from
different fields. As on the date of report, your Board comprises of Six Directors. Amongst
the directors, three are executive and three are Non-Executive Independent Directors
including one Women Independent Director on the Board.
Pursuant to the recommendation of Nomination and Remuneration Committee wherever
applicable, following changes took place in the composition of Board of Directors:
Sl. No. DIN |
Name |
Designation |
Change |
1. 00255689 |
Mr. Vishesh Gupta |
Director |
Resignation (w.e.f. May 16, 2023) |
2. 10141712 |
Mrs. Alka Jain* |
Whole Time Director |
Appointment (w.e.f. May 01, 2023) |
3. 09522632 |
Mr. Nitin Bansal |
Whole Time Director |
Appointment (w.e.f. May 16, 2023) |
4. 06787018 |
Mr. Abhishek Goel |
Chairman and Managing Director |
Re-designation (w.e.f. May 16, 2023) |
5. 03012355 |
Mr. Mohaan Nadaar |
Managing Director |
Appointment (w.e.f. August 12, 2023) |
6. 05341758 |
Ms. Ketki Bhavin Mehta |
Whole-time Director cum Chief Operating Officer |
Appointment (w.e.f. August 12, 2023) |
7. 06787018 |
Mr. Abhishek Goel |
Chairman and Managing Director |
Resignation (w.e.f. August 12, 2023) |
8. 09522632 |
Mr. Nitin Bansal |
Whole Time Director |
Resignation (w.e.f. August 12, 2023) |
9. 08966730 |
#Ms. Suchitra Krishnamoorthi |
Independent Director |
Appointment (w.e.f. August 19, 2023) |
10. 00434115 |
Mr. Ketan Chandrakant Mehta |
Independent Director |
Appointment (w.e.f. August 19, 2023) |
11. 09652245 |
Mrs. Swati Gupta |
Independent Director |
Resignation (w.e.f. October 19, 2023) |
12. 00434115 |
Mr. Ketan Chandrakant Mehta |
Independent Director |
Resignation (w.e.f. December 27, 2023) |
*She was also appointed as Chief Executive Officer (CEO) of the company w.e.f. May 16,
2023 and thereafter, resigned as CEO w.e.f. August 12, 2023.
#Resigned as Independent Director of the Company w.e.f. August 31,2024
Further, the Board at its meeting held on August 31,2024 approved the appointment of
Ms. Sony Kumari (DIN: 09270483) as an Independent Director of the Company for a term of 5
(five) consecutive years with effect from August 31, 2024. The appointment is subject to
approval of the Shareholders at the ensuing AGM
The latest composition of Directors as on the date of report is set out in the table
below:
Name of Directors |
Designation |
Mr. Mohaan Nadaar |
Managing Director |
Ms. Ketki Bhavin Mehta |
Whole-time Director cum Chief Operating Officer |
Ms. Alka Jain |
Whole Time Director |
Ms. Sony Kumari |
Independent Director |
Mr. Om Prakash Agarwal |
Independent Director |
Mr. Amandeep Singh |
Independent Director |
Retirement by Rotation:-
In accordance with the provisions of Section 152 of the Act and in terms of Articles of
Association of the Company, Ms. Alka Jain, Whole-time Director of the Company, retires by
rotation at the ensuing AGM and being eligible, offers herself for re-appointment. The
Brief profile of Director being re-appointed is given in the Notice convening the ensuing
Annual General Meeting of the Company.
Declarations by Independent Directors
All the Independent Directors have given a declaration under section 149(7) of the Act
confirming that they fulfil the criteria of independence as provided under section 149(6)
of the Act [including compliance of Rule 5 and 6 of Companies (Appointment and
Qualification of Directors) Rules, 2014] and regulations 16(1)(b) & 25 of Listing
Regulations and have also complied with the Code for Independent Directors as prescribed
in Schedule IV of the Act.
All the Independent Directors of the Company have registered themselves in the data
bank maintained with the Indian Institute of Corporate Affairs, Manesar ('MCA"). In
terms of section 150 of the Act read with rule 6(4) of the Companies (Appointment &
Qualification of Directors) Rules, 2014, the Independent Directors are required to
undertake online proficiency self-assessment test conducted by the IICA within a period of
two (2) years from the date of inclusion of their names in the data bank. The Independent
Directors, whosoever is required, shall undertake the said proficiency test.
In the opinion of the Board all Independent Directors possess strong sense of integrity
and having requisite experience (including proficiency), qualification, skills and
expertise as well as independent of the management.
There has been no change in the circumstances which may affect their status as
Independent Director during the financial year under review.
None of the Directors disqualifies for appointment under Section 164 of the Companies
Act, 2013. Appointment and Resignation of Key Managerial Personnel
During the year under review, Ms. Alka Jain was appointed as Whole-time Director of the
company w.e.f. May 01,2023, thereafter, she was also re-designated as Chief Executive
Officer of the Company w.e.f. May 16, 2023. Later, she resigned from the post of Chief
Executive Officer w.e.f. August 12, 2023, and continuing as Whole-time Director. In place
of her, Ms. Shrabani Deodhar was appointed as Chief Executive Officer of the Company
w.e.f. August 12, 2023 and later resigned as CEO w.e.f. August 31, 2024 Mr. Nitin Bansal
was appointed as Whole-time Director of the company w.e.f. May 16, 2023, later resigned
from the same w.e.f. August 12, 2023.
Mr. Abhishek Goel was re-designated as Chairman and Managing Director of the company
w.e.f. May 16, 2023. Later, resigned from same w.e.f. August 12, 2023.
Mr. Mohaan Nadaar and Ms. Ketki Bhavin Mehta were appointed as Managing Director and
Whole-time Director cum Chief Operating Officer of the Company respectively w.e.f. August
12, 2023;
As per the requirement under the provisions of section 203 of the Act, the following
are the Key Managerial Personnel ('KMP') of the Company as on the date of this report:
Name |
Designation |
Mr. Mohaan Nadaar |
Managing Director |
Ms. Ketki Bhavin Mehta |
Whole-time Director cum Chief Operating Officer |
Ms. Alka Jain |
Whole Time Director |
Mr. Shrawan Kumar Prasad |
Chief Financial Officer |
Mr. Deepak |
Company Secretary & Compliance Officer |
There has been no change other than above in the Directors and the Key Managerial
Personnel during the financial year 2023-24.
17. PERFORMANCE EVALUATION OF THE BOARD
In line with the statutory requirements enshrined under the Companies Act, 2013 and the
Listing Regulations, the Board carried out a performance evaluation of itself, its
Committees, the Chairman and each of the other Directors. The performance evaluation was
carried out on the basis of framework approved by the Nomination and Remuneration
Committee. The Committee had unanimously consented for an 'in-house' review built on
suggestive parameters. Based on the suggestive parameters approved by the Nomination and
Remuneration Committee, the following evaluations were carried out:
Review of performance of the non- independent Directors and Board as a whole by
Independent Directors.
Review of the performance of the Chairperson by the Independent Directors.
Review of Board as a whole by all the Members of the Board.
Review of all Board Committees by all the Members of the Board.
Review of Individual Directors by rest of the Board Members except the Director
being evaluated. Results of all such above referred evaluations were found satisfactory.
18. AUDITORS
a) STATUTORY AUDITORS & AUDIT REPORT
In terms of the provisions of Section 139 of the Companies Act, 2013 read with the
Companies (Audit and Auditors) Rules, 2014, M/s. A.K. Bhargav & Co., Chartered
Accountants (Firm Registration No. 0034063N), was appointed as the Statutory Auditors of
your Company to hold the office for five consecutive years i.e. from the conclusion of the
16th AGM till the conclusion of 21st AGM to be held in the year
2027.
The statutory auditors' report for the financial year 2023-24 do not contain any
qualifications, reservations or adverse remarks. The auditors' report is attached to the
financial statements of the Company.
There are no frauds reported by the auditors of the Company under sub section 12 of
section 143 of the Companies Act, 2013 during the financial year under review.
b) SECRETARIAL AUDIT
Pursuant to Section 204 of the Companies Act, 2013 read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the Company has obtained the
Secretarial Audit Report for the financial year ended on 31st March, 2024 from M/s. Kumar
G & Co., Company Secretaries (COP No.- 7579) and the same forms part of the Annual
Report. Explanation to the observations in secretarial audit report is given as below;
1. Regulation 30 of SEBI (LODR), 2015:
Intimation regarding reconstitution of board committees was not reported to the stock
exchanges in the outcome of the Board meeting dated October 25, 2023.
Explanation: It was clarified that the company inadvertently skipped to include the
same in the outcome of board meeting held on October 25, 2023 and assures to comply the
regulation in near future within the timeline.
2. Regulation 29(2) of SEBI Takeover Code:-
Intimation was delayed reported to the stock exchanges on October 07, 2023 by G G
Engineering Limited but the transaction was executed on September 22, 2023.
Explanation: No comments were given by the auditor, since the lapse was on the part
of Acquirer.
3. Regulation 30 of SEBI (LODR), 2015: Delayed reporting of various XBRLs
Explanation: The auditor has advised company to stay vigilant of the timelines as
prescribed by SEBI
4. Insufficient disclosure as per SEBI Circular no. CIR/CFD/C MD/4/201 5 dated
September 09, 2015:
Disclosure regarding "Media release for confirmed order for supplying Structural
Steel with the single order valued an amount exceeding Rs. 160 Million dated May 13,
2023" was not as per the SEBI Circular no. CIR/CFD/CMD/ 4/2015 dated September 09,
2015
Explanation: It was informed that the company has filed the adequate disclosure to
the stock exchange on May 15, 2023 in terms of said circular.
5. Insufficient disclosure as per SEBI Circular no. SEBI/HO/C FD/CFDPoD1/P/CI
R/2023/12 3 dated July 13, 2023:
Letter of resignation was not attached while filing the intimation of resignation of
abovesaid persons to the stock exchanges on December 28, 2023 and August 12, 2023
respectively.
Explanation: As a matter of due compliance, the company has filed the Letter of
resignation to the stock exchange on February 19, 2024 and February 05, 2024 respectively
in terms of said circular
6. Regulation 32 of SEBI (LODR), 2015:
Statement of utilization of funds was not attached while filing the Statement of
deviation or variation in the use of proceeds of Rights Issue for the quarter ended
September 30, 2023 to the stock exchanges on November 14, 2023.
Explanation: It was clarified that the company inadvertently skipped to include
while filing to the stock exchanges. Though, the company has filed the correct Statement
of deviation on November 16, 2023 and assures to comply the regulation in near future
within the timeline.
7. Regulation 27 of SEBI (LODR), 2015:
a) Corporate Governance Report for the quarter ended December 31,2014 was not filed
within due date i.e. 14-01- 2015 and BSE imposed a penalty of Rs.1000/- after excluding
GST@18%. Explanation: The company has filed Corporate Governance Report for the
quarter ended December 31, 2014 on 15-01- 2015 and also paid the penalty imposed.
b) Number of the board member is less than six and No meeting of Stakeholders and
Relationship Committee meeting held during the year to which NSE raised query with respect
to Corporate Governance Report for the quarter ended March 31, 2023 regarding a. Number of
the board member is less than six b. No meeting of Stakeholders and Relationship Committee
meeting held during the year and BSE raised query regarding no meeting of stakeholders
relationship committee held for the year ended March 31, 2023 Explanation: The
company has submitted the clarification for the same to the NSE and BSE on April 27, 2023
and September 09, 2023 respectively stating that company is not in the top 2000 listed
entities list as per the market capitalisation as on March 31, 2022. Therefore, the
provision of Regulation 17 (1)(c) of the SEBI (LODR) Regulations, 2015 is not applicable
on the company. Further, during the year 2022- 23 one meeting of Stakeholder Relationship
Committee was held on May 23, 2022. Since, meeting was held during the quarter April to
June, 2022, hence, the same is not reflecting in the report submitted by the Company to
the Exchange for the quarter ended March 31,2023
8. Regulation 33 of SEBI (LODR), 2015:
Financial results not signed by authorized signatory/ies for the quarter and year ended
March 31, 2023.
Explanation: The company has submitted the clarification for the same to the NSE
and BSE on May 04, 2023 and October 06, 2023 respectively stating that Financial results
for the quarter and year ended March 31, 2023 was duly signed by authorized signatory.
Further, pursuant to the Regulation 24A of Listing Regulations read with SEBI Circular
No CIR/ CFD/CMD1/27/2019, dated February 08, 2019, the Annual Secretarial Compliance
Report for the financial year 2023-2024 was filed with Stock Exchanges(s), i.e. BSE
Limited and National Stock Exchange of India Limited, on May 21,2024.
9. Capital and Debentures) Rules, 2014:
SH-7 was not submitted in respect of sub-division in face value of Equity shares and
Preference shares having a face value of Rs. 10/- each into 10 (Ten) Equity shares and
Preference Shares, respectively, having face value of Re. 1 each.
Explanation: It is clarified that the delay in filing the SH-7 form, which is mandatory
form for documenting the sub-division of our Equity and Preference shares, was due to a
technical issue encountered during the submission process. The Company actively addressing
this issue and taking necessary steps to prevent such oversights in the future. The
Company ensures that the SH-7 form is filed correctly with the Registrar of Companies
without any further delay.
c) COST AUDIT
Provisions of Section 148 of the Companies Act, 2013 regarding maintenance of cost
records and audit thereof is not applicable to your Company.
d) INTERNAL CONTROLS SYSTEM AND THEIR ADEQUACY
The Board is responsible for establishing and maintaining adequate internal financial
control as per Section 134 of the Act. Your Company's internal control systems and
processes commensurate with scale of operations of the Business.
Periodical reviews are carried out by the Internal Auditors and are subject to
assessment and trial to provide reasonable assurance as to reliable information &
compliance. The Internal Audit Report submitted by the Internal Auditors, M/s. G Mansi
& Associates, Practicing Chartered Accountants, for the year under review is apprised
by the Audit Committee and noted by the Board.
19. PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 has been annexed to this report as
'Annexure A'.
None of the employees of the Company are being paid remuneration exceeding the
prescribed limit under the said provisions and rules.
Further, particulars of employees pursuant to Rule 5(2) & 5(3) of the above Rules
form part of this report. However, in terms of provisions of section 136 of the said Act,
the Annual Report is being sent to all the members of the Company and others entitled
thereto, excluding the said particulars of employees. Any member interested in obtaining
such particulars may write to the Company Secretary at E-mail - cs@giesl.in.
20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO
The information on technology absorption and foreign exchange earnings and outgo as
required pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014, is annexed to this Report as 'Annexure B'.
21. MEETINGS
A. BOARD MEETINGS
The Board meets at least once a quarter to review the quarterly results and other items
of the Agenda. During the financial year ended on March 31,2024, Eleven (11) Board
Meetings were held and the gap between the two consecutive meetings was within the
statutory limit. Details of the Board meetings are given in the Corporate Governance
Report annexed herewith for the financial year ended March 31, 2024.
B. DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS:
I. AUDIT COMMITTEE
The Company has constituted a well qualified and Independent Audit Committee as
required under Section 177 of the Companies Act, 2013 as also in fulfillment of the
requirements of Regulations 18 of the SEBI (LODR) Regulations, 2015. The primary objective
of the Audit Committee is to monitor and provide effective supervision of the management's
financial reporting process with a view to ensure accurate, timely and proper disclosure
and transparency, integrity and quality of financial reporting.
The Audit Committee met Four (4) times during the financial year. The details of
meetings with attendance thereof and terms of reference of Audit Committee have been
provided in the Corporate Governance Report which forms part of this Report.
II. STAKEHOLDERS' RELATIONSHIP COMMITTEE
The composition of the Stakeholders Relationship Committee is in compliance with the
provisions of Section 178(5) of the Companies Act, 2013 and Regulation 20 of the SEBI
(LODR) Regulations, 2015. The Stakeholders' Relationship Committee met Two (2) times
during the financial year. The details about the composition of the said committee of the
Board of Directors along with attendance thereof have been provided in the Corporate
Governance Report which forms part of this Report.
III. NOMINATION & REMUNERATION COMMITTEE
In terms of section 178 of the Act read with Companies (Meetings of Board and its
Powers) Rules, 2014 and regulation 19 of the Listing Regulations, your Company has in
place duly constituted Nomination and Remuneration Committee of the Board of Directors.
The Nomination & Remuneration Committee met Five (5) times during the financial
year. The details of the composition of the committee along with other details are
available in the Corporate Governance Report which forms part of this Report.
22. NOMINATION AND REMUNERATION POLICY
The Board has in accordance with the provisions of sub-section (3) of Section 178 of
the Companies Act, 2013 and as per the Listing regulations, formulated the policy setting
out the criteria for determining qualifications, positive attributes, independence of a
Director and policy relating to remuneration for Directors, Key Managerial Personnel and
other employees which is also available on the Company's website at www.tphq.co.in.
23. CORPORATE SOCIAL RESPONSIBILITY
Provisions of Section 135 of the Companies Act, 2013, read with Companies (Corporate
Social Responsibility Policy) Rules, 2014 and other applicable Rules were not applicable
during the year under review as the company did not fall under the stipulated criteria.
24. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a period of seven
years. Therefore, there were no funds which were required to be transferred to Investor
Education and Protection Fund (IEPF).
25. DISCLOSURE REGARDING INTERNAL COMPLAINTS COMMITTEE
your Company has complied with the provisions relating to constitution/re-constitution
of Internal Complaints Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
26. RISK MANAGEMENT
Internal financial control system and timely review of external, operational and other
risks enables the Board of your company towards identification and mitigation of the
risks. The Company's approach to mitigate business risks is through periodic review and
reporting mechanism to the Audit Committee and the Board and thereby maximizing returns
and minimizing risks
27. SIGNIFICANT & MATERIAL ORDERS PASSED BY REGULATORS/COURTS, IF ANY
There are no significant material orders passed by the Regulators/Courts which would
impact the going concern status of your Company and its future operations.
28. RELATED PARTY TRANSACTIONS
All related party transactions during the year under review were on arm's length basis,
in the ordinary course of business and in compliance with the Policy on Related Party
Transactions of the Company. During the year, the Company has not entered into any
contracts /arrangements / transactions with related parties which could be considered
material in accordance with the policy of the Company on materiality of related party
transactions.
The provisions of Section 188 of the Companies Act, 2013 and/or Regulation 23 of the
SEBI (LODR) Regulations, 2015 were duly complied. The Related Party Transactions are
placed before the Audit Committee and the Board for their approval on quarterly basis.
The particulars of every contract and arrangement entered into by the Company with
related parties referred to in sub- section (1) of section 188 of the Companies Act, 2013
including certain arm's length transactions under third proviso thereto are disclosed in
Form No. AOC-2 which is annexed to this Report. The policy on Related Party Transactions
as approved by the Board is uploaded on the Company's website www.tphq.co.in. The
disclosure on Related Party Transactions is made in the Notes to Financial Statement of
the Company.
29. COMPLIANCE OF SECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial Standards during the year.
30. DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and
explanations obtained by them, your Directors make the following statement in terms of
Section 134(3)(c) of the Companies Act, 2013:
a) In the preparation of the annual accounts, the applicable accounting standards have
been followed and that there have are no material departures;
b) They have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company as at 31st March, 2024 and of the profit
or loss of the Company for that period;
c) They have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
d) They have prepared the annual accounts on a going concern basis;
e) They have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and were operating effectively; and
f) They have devised proper systems to ensure compliance with the provision of all
applicable laws and that such systems are adequate and operating effectively.
31. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY
CODE 2016
During the year under review, there were no application made or proceedings pending in
the name of the company under the Insolvency Bankruptcy Code, 2016.
32. DETAILS OF DIFFRENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION
WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS
During the year under review, there has been no one time settlement of Loans taken from
Banks and Financial institutions.
33. ACKNOWLEDGEMENT
Your Directors acknowledges the efforts of its employees, at all levels, for their
continued hard work, dedication and commitment towards the growth of the Company.
The Directors also places on record continued support of its investors, clients,
vendors, bankers and financial institutions during the year under review and look forward
for the same in the years to come. The Company also expresses its sincere gratitude to the
Stock Exchanges, Regulatory Authorities and all the government agencies for the continued
support extended during the year 2023-24.
|
For and on behalf of the Board of Directors Teamo
Productions HQ Limited ( Formerly known as GI Engineering Solutions Limited) |
|
Mohan Nadaar |
Alka Jain |
Place : Delhi |
Managing Director |
Wholetime Director |
Dated : 31-08-2024 |
(DIN:03012355) |
(DIN: 10141712) |