To
The Members,
Your Directors have pleasure in presenting the Annual Report of the
Company together with Standalone Audited Accounts for the year ended on 31st March, 2024.
1. FINANCIAL RESULTS :
(Rs. in Thousand)
Particulars |
Standalone |
Current Year |
Previous Year |
Sales & Other Income |
8317 |
7849 |
Profit Before Depreciation
& Taxation |
(63776) |
(6834) |
Less : Depreciation |
0.00 |
0.00 |
Less : Current Tax |
0.00 |
0.00 |
Less : Mat Tax Credit |
0.00 |
0.00 |
Less : Deferred Tax |
0.00 |
0.00 |
Profit / ( Loss ) After
Taxation |
(63776) |
(6834) |
Add: Balance Brought
Forward from Previous Year |
(5629) |
1230 |
Surplus Available for
Appropriation |
(63776) |
(6,834) |
Appropriations |
(69417) |
(5629) |
Provision for Standard
Assets (As per RBI Act) |
(12) |
(25) |
Provision of Doubtful
Assets |
0.00 |
0.00 |
Transferred to Reserve Fund |
0.00 |
0.00 |
Balance Carried To Balance
Sheet |
(69417) |
(5629) |
During the year under review, the Company has made a loss of Rs. -637.76
lakh. Your Directors are identifying prospective areas and will make appropriate
investments that will maximize the revenue of the company in the current Financial Year.
2. BRIEF DESCRIPTION OF THE STATE OF COMPANY'S AFFAIRS:
The Company is a Non-Banking Finance Company and is presently engaged in
the business of Investing and Financing.
In the multi-tier financial system of India, importance of NBFCs in the
Indian financial system cannot be neglected. The Company expects that with a stable and a
reformed government at the center, there will be positive growth and further
rationalization of capital market, which will lead to more investment, value creation,
capitalization and thus the additional wealth for investors and see better prospects in
near future. Also, with the growing economy there will be more opportunities for financing
which will prove beneficial for our company. The Company expects better results in near
future in anticipation of the policy reforms combined with the dedication of the highly
motivated team with excellent understanding of the operations along with magnificent
customer relation skills.
3. DIVIDEND:
In view of strengthening the financial position of the Company and to
enhance the reserve base of the Company your directors are not recommending any dividend
during the financial year.
4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND
PROTECTION FUND :
Since there was no unpaid/unclaimed Dividend declared and paid in previous
year, the provisions of Section 125 of the Companies Act, 2013 is not applicable to the
Company.
5. SHARE CAPITAL:
The paid-up equity capital as on March 31, 2024 was Rs. 2021.29 lakhs. The
Company has not issued shares with differential voting rights nor granted stock options
nor sweat equity.
6. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THIS
FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
No material changes and commitments affecting the financial position of
the Company occurred between the end of the financial year and the date of this report
7. TRANSFER TO RESERVES:
The Company has not transferred any fund to reserves during the financial
year 2023-24.
8. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE:
Your Company is committed to provide and promote safe, healthy and
congenial atmosphere irrespective of gender, caste, creed or social class of the
employees. No cases have been files under the Act as the Company is keeping the working
environment healthy.
9. CORPORATE SOCIAL RESPONSIBILITY:
The Provisions of section 135 of the Companies Act, 2013 regarding
Corporate Social Responsibility are not applicable to the company.
10. RISK MANAGEMENT:
Although the company has long been following the principle of risk
minimization as is the norm in every industry, it has now become a compulsion. The Board
members were informed about risk assessment and after which the Board formally adopted and
implemented the necessary steps for monitoring the risk management plan for the company.
11. AUDITORS:
Statutory Audit:
At the Annual General Meeting held on September 26, 2023, the Members
approved reappointment of M/s. R. K. Kankaria & Co., Chartered Accountants, (Firm
Registration No. 321093E), Kolkata, as Statutory Auditors of the Company upon completion
for a second term of 5 (five) consecutive years from the conclusion of that Annual General
Meeting till the conclusion of the Annual General Meeting to be held in year 2028. The
requirement to place the matter relating to appointment of auditors for ratification by
Members at every Annual General Meeting has been done away by the Companies (Amendment)
Act, 2017 with effect from May 7, 2018. Accordingly, no resolution is being proposed for
ratification of appointment of statutory auditors at the ensuing AGM.
The statutory auditor's report does not contain any qualifications,
reservations, or adverse remarks or disclaimer.
Secretarial Audit:-
As required under section 204 (1) of the Companies Act, 2013 the Company
has obtained a secretarial audit report.
Pursuant to the provisions of section 204 of the Companies Act, 2013 and
The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the
company has appointed M/s. Kirti Sharma & Associates, Practicing Company Secretaries
(C.P. No. 26705 & Membership Number A41645) to undertake the Secretarial Audit of the
Company. The Secretarial Audit report for the financial year ended 31st March, 2024 is
annexed herewith as "Annexure - A" to this report.
12. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Director Mr. Pradeep Kumar Daga (DIN: 00080515), who retires by rotation
and being eligible, offers himself for re-appointment.
In the opinion of the Board, all the Independent Directors are well
experienced business leaders. Their vast experience shall greatly benefit the Company.
Further, they possess integrity and relevant proficiency which will bring tremendous value
to the Board and to the Company.
Pursuant to the provisions of section 203 of the Act, the Key Managerial
Personnel of the Company as on 31.03.2024 are Mr. Utpal Dey (DIN: 06931935), Managing
Director, Mr. Vijay Kumar Ojha, Chief Financial Officer cum Whole Time Director (DIN:
09281082) and Mr. Yogesh Sharma, Company Secretary.
13. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS
REPORT:
Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchange and
requirements under the Companies Act, 2013, the Report on Corporate Governance together
with Statutory Auditors view and management discussion & analysis report regarding
compliance of the SEBI code of Corporate Governance is annexed herewith.
14. FIXED DEPOSIT:
Your Company has not accepted any deposits within the meaning of Section
73 and 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules,
2014 as amended.
15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The company has not given any loans or guarantees covered under the
provisions of section 186 of the Companies Act, 2013. The details of the investments made
by company are given in the notes to the financial statements.
16. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Internal Audit Department monitors and evaluates the efficacy and
adequacy of internal control system in the Company, its compliance with operating systems,
accounting procedures and policies at all locations of the Company. Based on the report of
internal audit function, process owners undertake corrective action in their respective
areas and thereby strengthen the controls. Significant audit observations and
recommendations along with corrective actions thereon are presented to the Audit Committee
of the Board and to maintain its objectivity and independence, the Audit Committee reports
to the Chairman of the Audit Committee and & to the Board Chairman & Managing
Director.
17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN
EXCHANGE EARNING AND OUTGO
The provisions of Section 134(3)(m) of the Companies Act, 2013, regarding
conservation of energy and technology absorption, are not applicable.
Further there were no foreign exchange inflow or outgo during the period
under review.
18. ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS
COMMITTEES AND OF INDIVIDUAL DIRECTORS :
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an
evaluation of its own performance, the directors individually as well as the evaluation of
the working of its Audit, Stakeholders Relation,
Appointment & Remuneration Committees. The manner in which the
evaluation has been carried out has been explained in the Corporate Governance Report.
19. NOMINATION &REMUNERATION POLICY:
The Board has, on the recommendation of the Nomination & Remuneration
Committee framed a policy for selection and appointment of Directors, Senior Management
and their remuneration. The Remuneration Policy is stated in the Corporate Governance
Report.
20. MEETINGS:
A calendar of Meetings is prepared and circulated in advance to the
Directors. During the year 7 (Seven) Board Meetings, 4 (Four) Audit Committee Meetings, 5
(five) Nomination & Remuneration Committee Meetings and 2 (Two) Stakeholders'
Relationship Committee Meetings were convened and held. The details of which are given in
the Corporate Governance Report. The intervening gap between the Meetings was within the
period prescribed under the Companies Act, 2013.
21. PARTICULARS OF CONTRACTS OR ARRANGENMENTS WITH RELATED PARTY :
A Related Party Policy has been devised by the Board of Directors for
determining the materiality of transactions with related parties and dealings with them.
The said policy may be referred to at the website of the Company http://www.thiraniproiects.com/.
The Audit Committee reviews all related party transactions quarterly. Necessary approval
of the Audit Committee and the Board of Directors were taken wherever required.
22. ENVIRONMENT AND SAFETY :
The Company is conscious of the importance of environmentally clean &
safe environment. Since your company is a Non-Banking financial company so the question of
environment pollution does not arise.
However, the company ensures safety of all concerned, compliances
environmental regulations and prevention of natural resources.
23. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement of clause (c) of sub-section (1) and sub
section (5) of section 134 of the Companies Act, 2013 ('the Act') and based on the
representations received from the operating management, the Directors hereby confirm that:
i. In preparation of the annual accounts, the applicable Accounting
Standards have been followed along with proper explanation relating to material
departures.
ii. The Directors had selected such accounting policies and have 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 profit and loss of the Company for that period.
iii. The Directors have 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.
iv. The Directors have prepared the annual accounts on going concern
basis.
v. The directors had laid down internal financial controls to be followed
by the company and that such internal financial controls are adequate and were operating
effectively.
vi. The directors had devised proper system to ensure compliance with the
provisions of all applicable laws and that such system were adequate and operating
effectively.
24. SUBSIDIARY COMPANIES:
The Company does not have any subsidiary, hence the compliance of
provisions of section 129(3) of the Companies Act, 2013 are not applicable.
25. CODE OF CONDUCT:
The Board of Directors has a Code of Conduct which is applicable to the
Members of the Board and all employees in the course of day to day business operations of
the company. The Code has been posted on the Company's website. The Code lays down the
standard procedure of business conduct which is expected to be followed by the Directors
and the designated employees in their business and in particular on matters relating to
integrity in the work place, in business practices and in dealing with stakeholders.
The Code gives guidance through examples on the expected behavior from an
employee in a given situation and the reporting structure. All the Board Members and the
Senior Management Personnel have confirmed compliance with the Code. All Management Staff
were given appropriate training in this regard.
26. RELATED PARTY TRANSACTION POLICY:
The policy regulates all transactions between the company and its related
parties. The policy is available on the website of the company
(http://www.thiraniprojects.com/ download/code of
conduct/policy-of-related-party-transaction.pdf)
27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS :
There are no significant material orders passed by the Regulators / Courts
which would impact the going concern status of the Company and its future operations.
28. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a vigil mechanism to deal with instance of fraud and
mismanagement, if any. In staying true to our values of Strength, Performance and Passion
and in line with our vision of being one of the most respected companies in India, the
Company is committed to the high standards of Corporate Governance and stakeholder
responsibility.
The vigil mechanism ensures that strict confidentiality is maintained
whilst dealing with concerns and also that no discrimination will be meted out to any
person for a genuinely raised concern. The Chairman of Audit and Chairman of the Board
looks into the complaints raised.
29. PREVENTION OF INSIDER TRADING:
The Company has a Code of Conduct for Prevention of Insider Trading with a
view to regulate trading in securities by the Directors and designated employees of the
Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits
the purchase or sale of Company shares by the Directors and the designated employees while
in possession of unpublished price sensitive information in relation to the Company and
during the period when the Trading Window is closed. The Board is responsible for
implementation of the Code. All Board Directors and the designated employees have
confirmed compliance with the Code.
30. EXTRACT OF ANNUAL RETURN:
Pursuant to the provisions of Section 92(3) read with Section 134(3) (a)
of the Companies Act, 2013, the Annual Return as on March 31, 2024 is available at the
website of the Company www.thiraniprojects.com
31. PARTICULARS OF EMPLOYEES:
Human Capital is an important asset for the Company and the Company has
taken and shall continue to take adequate steps towards education and enrichment of the
human capital. Your Directors place on record the sense of appreciation for the valuable
contribution made by the staff members of the company and hope that their continued
support will help in achieving the goals of the Company. None of the employees of the
company are in receipt of remuneration in excess of the limit prescribed 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.
32. PRESERVATION OF DOCUMENTS:
All the documents as required under the Act, has been properly kept at the
registered office of the Company.
33. LISTING WITH STOCK EXCHANGE
The Company confirms that it has not defaulted in paying the Annual
Listing Fees for the financial year 2023-24 to the Bombay Stock Exchange Limited (BSE) and
The Calcutta Stock Exchange Limited where the shares of the Company are listed.
Further, The Company has applied to The Calcutta Stock Exchange Ltd. (CSE)
for voluntary delisting of equity shares and the same is under process by the Department.
34. DEPOSITORY SYSTEM :
Your Company's equity shares are available for dematerialization through
National Securities Depository Limited and Central Depository Services (India) Limited. As
of March 31, 2024, 99.99% of the equity shares of your Company were held in demat form.
35. SECRETARIAL STANDARDS OF ICSI :
The Company is in compliance with the relevant provisions of Secretarial
Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued
by the Institute of Company Secretaries of India and approved by the Central Government.
36. ACKNOWLEDGEMENTS:
The Board wishes to place on record their gratitude for the co-operation
and assistance received from all those who contributed by some means or other for the
performance of the company and expect the same in the future.
Form No. MR-3
SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2024
[Pursuant to section 204(1) of the Companies Act, 2013 and rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members THIRANI PROJECTS LTD.
CIN: L45209WB1983PLC036538
Subol Dutt Building, 13, Brabourne Road, Mezzanine Floor Kolkata - 700001
I have conducted the Secretarial Audit of the compliance of applicable
statutory provisions and the adherence to good corporate practices by M/S. THIRANI
PROJECTS LTD. (hereinafter referred as 'the Company'). Secretarial Audit was conducted in
a manner that provided me a reasonable basis for evaluating the corporate
conducts/statutory compliances and expressing my opinion thereon.
Based on my verification of the Company's books, papers, minute books,
forms and returns filed and other records maintained by the Company and also the
information provided by the Company, its officers, agents and authorized representatives
during the conduct of Secretarial Audit, I hereby report that in my opinion, the Company
has, during the audit period covering the financial year ended on 31 March 2024 ('Audit
Period') complied with the statutory provisions listed hereunder and also that the Company
has proper Board-processes and compliance mechanism in place to the extent, in the manner
and subject to the reporting made hereinafter:
I have examined the books, papers, minute books, forms and returns filed
and other records maintained by the Company for the financial year ended on 31 March 2024,
according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the
rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed
thereunder;
(iv) Foreign Exchange Management Act, 1999, and the rules and regulations
made thereunder
to the extent of Foreign Direct Investment, Overseas Direct Investment and
External
Commercial Borrowings;
(v) The following Regulations and Guidelines prescribed under the
Securities and Exchange
Board of India Act, 1992 ('SEBI Act'):
(a) The Securities and Exchange Board of India (Substantial Acquisition of
Shares and Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015;
(c) The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018 - No events / actions occurred during the Audit
Period in pursuance of this regulation;
(d) The Securities and Exchange Board of India (Share Based Employee
Benefits) Regulations, 2014 - No events / actions occurred during the Audit Period in
pursuance of this regulation;
(e) The Securities and Exchange Board of India (Issue and Listing of Debt
Securities) Regulations, 2008 - No events / actions occurred during the Audit Period in
pursuance of this regulation;
(f) The Securities and Exchange Board of India (Registrars to an Issue and
Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with
client;
(g) The Securities and Exchange Board of India (Delisting of Equity
Shares) Regulations, 2009 - No events / actions occurred during the Audit Period in
pursuance of this regulation;
(h) The Securities and Exchange Board of India (Buyback of Securities)
Regulations, 1998 - No events / actions occurred during the Audit Period in pursuance of
this regulation;
and
(i) The Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations 2015; and
(vi) Other specifically applicable laws to the Company.
I report that, having regard to the compliance system prevailing in the
Company and on examination of the relevant documents and records in pursuance thereof, on
test-check basis,
the Company has complied with all the laws applicable specifically to the
Company except the following:
1. The Company is in process of taking SDD software as informed by the
management.
2. The Company was imposed late Fine under Regulation 23(9) of SEBI (LODR)
Regulations, 2015 for delayed submission of one day for the half year ended 30th
September, 2023 by The BSE Limited.
However, the Company has submitted their representation on 2nd January,
2024 which is in process with Listing Operation team of The BSE Limited.
I have also examined compliance with the applicable clauses of the
Secretarial Standards issued by The Institute of Company Secretaries of India.
I have relied on the representation made by the Company and its Officers
for systems and mechanism formed by the Company for compliances under other applicable
Acts, Laws and Regulations to the Company.
During the period under review, the Company has complied with the
provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.
I further report that:
The Board of Directors of the Company is duly constituted with
proper balance of Executive Directors, Non-Executive Directors and Independent Directors
including Woman Director.
The changes in the composition of the Board of Directors that took place
during the period under review were carried out in compliance with the provisions of the
Act.
Adequate notice is given to all directors for the Board Meetings,
including Committees thereof, along with agenda and detailed notes on agenda at least
seven days in advance, and a system exists for seeking and obtaining further information
and clarifications on the agenda items before the meeting and for meaningful participation
at the meeting by the directors.
All decisions at Board Meetings and Committee Meetings are carried
out unanimously and recorded in the minutes of the meetings of the Board of Directors or
Committee of the Board, as the case may be.
I further report that the compliance by the Company of applicable
financial laws such as direct and indirect tax laws and maintenance of financial records
and books of accounts have not been reviewed in this audit since the same have been
subject to review by the statutory financial auditors, tax auditors and other designated
professionals.
I further report that as per the explanations given to me and the
representation made by the Management and relied upon by me, there are adequate systems
and processes in the Company commensurate with the size and operations of the Company to
monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
I further report that during the audit period, there was no other
event/action having major bearing on the Company's affairs.
'ANNEXURE A'
To,
The Members
THIRANI PROJECTS LTD.
CIN: L45209WB1983PLC036538
Subol Dutt Building, 13, Brabourne Road, Mezzanine Floor
Kolkata - 700001
My report of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the
management of the company. My responsibility is to express an opinion on these secretarial
records based on our audit.
2. I have followed the audit practices and processes as were appropriate
to obtain reasonable assurance about the correctness of the contents of the Secretarial
records. The verification was done on test basis to ensure that correct facts are
reflected in secretarial records. I believe that the processes and practices, I followed
provide a reasonable basis for our opinion.
3. I have not verified the correctness and appropriateness of financial
records and Books of Accounts of the Company.
4. Wherever required, I have obtained the Management representation about
the compliance of laws, rules and regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable
laws, rules, regulations, standards is the responsibility of management. My examination
was limited to the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future
viability of the company nor of the efficacy or effectiveness with which the management
has conducted the affairs of the company.
inirani projects Limited
SECRETARIAL COMPLIANCE REPORT OF THIRANI PROJECTS LTD.
FOR THE YEAR ENDED MARCH 31, 2024
(Pursuant to SEBI Circular No. CIR/CFD/CMD1/27/2019 Dated February 8,
2019)
To,
The Members THIRANI PROJECTS LTD.
CIN: L45209WB1983PLC036538
Subol Dutt Building, 13, Brabourne Road, Mezzanine Floor Kolkata - 700001
We, KIRTI SHARMA & ASSOCIATES, Practicing Company Secretaries, have
conducted the review of the compliance of the applicable statutory provisions and the
adherence to good corporate practices by M/s. THIRANI PROJECTS LTD. ('the listed entity'),
having its Registered Office at Subol Dutt Building, 13, Brabourne Road, Mezzanine Floor,
Kolkata - 700001. Secretarial Review was conducted in a manner that provided us a
reasonable basis for evaluating the corporate conducts/statutory compliances and
expressing our opinion thereon.
Based on our verification of the listed entity's books, papers, minutes
books, forms and returns filed and other records maintained by the listed entity and also
the information provided by the listed entity, its officers, agents and authorized
representatives during the conduct of Secretarial Review, we hereby report that in our
opinion, the listed entity has, during the review period covering the financial year ended
on March 31, 2024, complied with the statutory provisions listed hereunder and also that
the listed entity has proper Board processes and compliance mechanism in place to the
extent, in the manner and subject to the reporting made hereinafter:
We, KIRTI SHARMA & ASSOCIATES, Practicing Company Secretaries, have
examined:.
(a) all the documents and records made available to us and explanation
provided by the Listed Entity,
(b) the filings/ submissions made by the listed entity to the stock
exchanges,
(c) website of the listed entity,
(d) any other document/filing, as may be relevant, which has been relied
upon to make this certification,
for the year ended March 31, 2024 ("Review Period") in respect
of compliance with the provisions of:
(a) the Securities and Exchange Board of India Act, 1992 ("SEBI
Act") and the Regulations,
circulars, guidelines issued thereunder; and
(b) the Securities Contracts (Regulation) Act, 1956 ("SCRA"),
rules made thereunder and the Regulations, circulars, guidelines issued thereunder by the
Securities and Exchange Board of India;
The specific Regulations, whose provisions and the circulars/ guidelines
issued thereunder,
have been examined, include:
(a) Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015;
(b) Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018;-Not applicable during the Review Period
(c) Securities and Exchange Board of India (Substantial Acquisition of
Shares and Takeovers) Regulations, 2011;
(d) Securities and Exchange Board of India (Buyback of Securities)
Regulations, 2018 - Not applicable during the Review Period;
(e) Securities and Exchange Board of India (Share Based Employee Benefits)
Regulations, 2014 - Not applicable during the Review Period;
(f) Securities and Exchange Board of India (Issue and Listing of Debt
Securities) Regulations, 2008 - Not applicable during the Review Period;
(g) Securities and Exchange Board of India (Issue and Listing of Non-
Convertible and Redeemable Preference Shares) Regulations, 2013-Not applicable during the
Review Period;
(h) Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015; and
(i) Other applicable regulations and circulars/guidelines issued
thereunder;
I hereby report that, during the Review Period the compliance status of
the listed entity is
appended as below:
S. No. Particulars |
Compliance Status (Yes/No/NA) |
Observations/ Remarks by PCS |
1. Secretarial
Standards: The compliances of the listed entity are in accordance with the
applicable Secretarial Standards (SS) issued by the Institute of Company Secretaries India
(ICSI),as notified by the Central Government under section 118(10) of the Companies Act,
2013 and |
Yes |
None |
mandatorily applicable. |
|
|
2. Adoption and
timely updation of the Policies: All applicable policies under SEBI
Regulations are adopted with the approval of board of directors of thelisted entities
All the policies are in conformity with SEBI Regulations and have been
reviewed & updated on time, as per the regulations/circulars/guidelin es issued by
SEBI |
Yes |
None |
3. Maintenance
and disclosures on Website: The Listed entity is maintaining a
functional website Timely dissemination of the documents/ information
under a separate section on the website Web-links provided in annual
corporate governance reports under Regulation 27(2) are accurate and specific which
re-directs to the relevant document(s)/section of the website |
Yes |
None |
4. Disqualification
of Director: None of the Director(s) of the Company is/ are disqualified
under Section 164 of Companies Act, 2013as confirmed by the listed entity. |
Yes |
None |
5. Details
related to Subsidiaries of listed entities have been examined w.r.t.: (a)
Identification of material subsidiary companies (b) Disclosure requirement
of material as well as other subsidiaries |
NA |
NIL |
6. Preservation
of Documents: The listed entity is preserving and maintaining records as
prescribed under |
Yes |
None |
SEBI Regulations and disposal
of records as per Policy of Preservation of Documents and Archival policy prescribed under
SEBI LODR Regulations, 2015. |
|
|
7. Performance
Evaluation: The listed entity has conducted performance evaluation of the
Board, Independent Directors and the Committees at the start of every financial
year/during the financial year as prescribed in SEBI Regulations. |
Yes |
None |
8. Related
Party Transactions: (a) The listed entity has obtained prior approval of
Audit Committee for all related party transactions; or (b) The listed entity
has provided detailed reasons along with confirmation whether the transactions were
subsequently approved/ratified/rejected by the Audit Committee, in case no prior approval
has been obtained. |
Yes |
None |
9. Disclosure
of events or information: The listed entity has provided all the required
disclosure(s) under Regulation 30 along with Schedule III of SEBI LODR Regulations, 2015
within the time limits prescribed thereunder. |
Yes |
None |
10. Prohibition
of Insider Trading: The listed entity is in compliance with Regulation 3(5)
& 3(6) SEBI (Prohibition of Insider Trading) Regulations, 2015. |
No |
The Company is in process
of taking SDD software as informed by the management. |
11. Actions
taken by SEBI or Stock Exchange(s), if any: No action(s) has been taken
against the listed entity/ its promoters/ directors/ subsidiaries either by SEBI or by
Stock Exchanges (including under the Standard Operating Procedures issued by SEBI through
various circulars) under SEBI Regulations and circulars/ guidelines issued thereunder
except as provided under |
Yes |
None |
separate paragraph herein
(**). |
|
|
12. Additional
Non-compliances, if any: No additional non-compliance observed for any SEBI
regulation/circular/guidance note etc. |
No |
Late Fine under Regulation
23(9) of SEBI (LODR) Regulations, 2015 for delayed submission of one day for the half year
ended 30th September, 2023.
However, the Company has submitted their representation on 2nd
January, 2024 which is in process with Listing Operation team as on date. |
Compliances related to resignation of statutory auditors from listed
entities and their material subsidiaries as perSEBI Circular CIR/CFD/CMD1/114/2019 dated
18th October, 2019:
Sr. N o. Particulars |
Compliance Status (Yes/No/
NA) |
Observations/Remarks by
PCS* |
1. Compliances with the
following conditions while appointing/re-appointing an auditor |
i. If the auditor has
resigned within 45 days from the end of a quarter of a financial year, the auditor before
such resignation, has issued the limited review/ audit report for such quarter; or |
NA |
NA |
ii. If the auditor has
resigned after 45 days from the end of a quarter of a financial year, the auditor before
such resignation, has issued the limited review/ audit report for such quarter as well as
the next quarter; or |
NA |
NA |
iii. If the auditor has
signed the limited review/ audit report for the first three quarters of a financial year,
the auditor before such resignation, has issued the limited review/ audit report for the
last quarter of such financial year as well as the audit report for such financial year. |
NA |
NA |
2. Other conditions
relating to resignation of statutory auditor |
i. Reporting of concerns by
Auditor with respect to the listed entity/its material subsidiary to the Audit Committee: |
|
|
a. In case of any concern
with the management of the listed entity/material subsidiary such as non-availability of
information / non- cooperation by the management which has hampered the audit process, the
auditor has approached the Chairman of the Audit |
NA |
NA |
Committee of the listed
entity and the Audit Committee shall receive such concern directly and immediately without
specifically waiting for the quarterly Audit Committee meetings. |
|
|
b. In case the auditor
proposes to resign, all concerns with respect to the proposed resignation, along with
relevant documents has been brought to the notice of the Audit Committee. In cases where
the proposed resignation is due to non-receipt of information / explanation from the
company, the auditor has informed the Audit Committee the details of information/
explanation sought and not provided by the management, as applicable. |
NA |
NA |
c. The Audit Committee /
Board of Directors, as the case may be, deliberated on the matter on receipt of such
information from the auditor relating to the proposal to resign as mentioned above and
communicate its views to the management and the auditor. |
NA |
NA |
ii. Disclaimer in case of
non-receipt of information: |
|
|
The auditor has provided an
appropriate disclaimer in its audit report, which is in |
|
|
accordance with the Standards
of Auditing as specified by ICAI / NFRA, in case where the listed entity/ its material
subsidiary has not provided information as required by the auditor. |
NA |
NA |
3. The listed entity /
its material subsidiary has obtained information from the Auditor upon resignation, in the
format as specified in Annexure- A in SEBI Circular CIR/ CFD/CMD1/114/2019 dated 18th
October, 2019. |
NA |
NA |
(a) (**) The listed entity has complied with the provisions of the above
Regulations and
circulars/ guidelines issued thereunder, except in respect of matters
specified below:
Sr. No. Compliance
Requirement (Regulations/ circular s/ guidelines including specific clause) |
Regulation
/
Circular No. |
Deviations |
Action
Taken by |
Type
of
Action |
Details of Violation |
Fine
Amount |
Observation s/ Remarks of
the Practicing Company Secretary |
Management
Response |
Remarks |
No such instances |
(b) The listed entity has taken the following actions to comply
with the observations made in previous reports:
Sr. No. Compliance
Requirement (Regulations/ circulars/ guidelines including specific clause) |
Regulation/ Circular No. |
Deviation
s |
Action
Taken by |
Type
of
Action |
Detail s of Violation |
Fine
Amount |
Observation s/ Remarks of
the Practicing Company Secretary |
Management
Response |
Remarks |
No such instances |
Assumptions & Limitation of scope and Review:
1. Compliance of the applicable laws and ensuring the authenticity of
documents and information furnished,
are the responsibilities of the management of the listed entity.
2. Our responsibility is to certify based upon our examination of relevant
documents and information. This
is neither an audit nor an expression of opinion.
3. We have not verified the correctness and appropriateness of financial
Records and Books of Accounts of
the listed entity.
4. This Report is solely for the intended purpose of compliance in terms
of Regulation 24A (2) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and is neither an assurance as to the future viability of the listed
entity nor of the efficacy or effectiveness with which the management has conducted the
affairs of the listed entity.
CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS (pursuant to
Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015)
To,
The Members THIRANI PROJECTS LTD.
CIN: L45209WB1983PLC036538
Subol Dutt Building, 13, Brabourne Road, Mezzanine Floor Kolkata - 700001
I have examined the relevant registers, records, forms, returns and the
disclosures received from the Directors of THIRANI PROJECTS LTD, having CIN
L45209WB1983PLC036538, and registered office at Subol Dutt Building, 13,
Brabourne Road, Mezzanine Floor, Kolkata - 700001 (hereinafter referred to as 'the
Company'), produced before me by the Company for the purpose of issuing this Certificate,
in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the
Securities Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
In my opinion and to the best of my information and according to the
verifications (including Directors Identification Number (DIN) status at the portal
www.mca.gov.in) as considered necessary and explanations furnished to me by the Company
& its officers, I hereby certify that none of the Directors on the Board of the
Company as stated below for the Financial Year ending on March 31, 2024, have been
debarred or disqualified from being appointed or continuing as Directors of companies by
the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such
other Statutory Authority:
Sr. No.
Name of Director |
DIN |
Date of appointment in
Company |
1. Mr. Pradeep
Kumar Daga |
00080515 |
07/01/2017 |
2. Mr. Utpal Dey |
06931935 |
14/11/2018 |
3. Mrs. Santosh
Choradia |
08471379 |
31/10/2019 |
4. Mr. Nitesh
Singh |
08751700 |
03/06/2020 |
5. Mr. Pritika
Choraria |
08752495 |
03/06/2020 |
6. Ms. Vaishali
Kumari Shaw |
08804508 |
01/08/2020 |
7. Mr. Vijay
Kumar Ojha |
09281082 |
17/08/2021 |
8. Mr. Satyam
Jaiswal |
09282921 |
17/08/2021 |
Ensuring the eligibility of the appointment / continuity of every Director
on the Board is the responsibility of the management of the Company. Our responsibility is
to express an opinion on these based on our verification.
This certificate is neither an assurance as to the future viability of the
Company nor of the efficiency or effectiveness with which the management has conducted the
affairs of the Company.