Your Directors are pleased to present the Annual Report together with the Audited Accounts of your Company for the financial year ended 31st March 2020.
1. FINANCIAL RESULTS.
|(Rs. in Lacs)|
|2.||Profit before Interest & Depreciation||(58.40)||(22.29)|
|5.||Profit Before Tax & Extra-ordinary items||(61.00)||(24.89)|
|6.||Tax Provision (Net of Deferred Tax)||0||0|
|7.||Profit After Tax||(61.00)||(24.89)|
|9.||Profit available for Appropriation||(61.00)||(24.89)|
|10||Balance carried to Balance Sheet||(61.00)||(24.89)|
2. COMPANY'S PERFORMANCE AND OPERATION.
Although no business has been conducted by the Company in this year we are gearing up to venture into the new line of business of Real Estate and Infrastructure Development very soon.
Since the Company has not commenced operations in the new role the Directors have not recommended any dividend for the financial year 2019-20.
The company has not accepted any fixed deposits during the year under review.
5. SHARE CAPITAL.
The paid up equity share capital as on 31st March 2020 was Rs.143263360/- divided into 14326336 equity shares of face value of 10/- each. There was no public issue rights issue bonus issue or preferential issue etc. during the has not issued shares with differential voting rights sweat equity shares nor has initiated any stock options.
6. FINANCIAL STATEMENT.
Full version of the Annual Report 2019-20 containing complete Balance Sheet Statement of Profit & Loss other statements and notes thereto prepared as per the requirements of Schedule III to the Companies Act 2013 Directors' Report (including Management Discussion and Analysis Corporate Governance Report) are being sent via email to all shareholders who have provided their email address (es). Full version of Annual Report 2019-20 is also available for inspection at the registered office of the Company during working hours up to the date of ensuing Annual General Meeting (AGM). It is also available at the Company's website at www.techindianirman.com.
7. STATUTORY AUDITORS AND AUDITORS REPORT.
At the Annual General Meeting held on Authorized signatory 24th August 2017 M/s Ashok R Majethia Chartered Accountants were appointed as the Statutory Auditors of the Company to hold office till the conclusion of 6th Annual General Meeting to be held.
The statutory auditors report is annexed to this annual report. There are no adverse remarks on disclosure by the statutory auditors in their report. They have not reported any incident of fraud to the Audit Committee of the Company during the year under review. Pursuant to Section 139(2) of the Companies Act 2013 read with Companies (Audit and Auditors) Rules 2014 the Company at its Annual General Meeting (AGM) held on 24th August 2017 had appointed M/s Ashok R Majethia Chartered Accountants as Statutory Auditors to hold office from the conclusion of 6th AGM of the Company subject to ratification by shareholders every year as may be applicable. However the Ministry of Corporate Affairs (MCA) vide its notification dated 7th May 2018 has omitted the requirement under first proviso to section 139 of the Companies Act 2013 and rule 3(7) of the Companies (Audit and Auditors) Rules 2014 regarding ratification of appointment of statutory auditors by shareholders at every subsequent AGM.
8. AUDITORS' REPORT.
The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification reservation or adverse remark.
9. INTERNAL AUDITORS.
The Board of Directors of the Company have appointed M/s. Manpreet Khurana & Co Chartered Accountants (up-to 31st October 2019) as Internal Auditors and M/s M.K. Ghatiya and Associates Company Secretaries (from 1st November 2019) to conduct Internal Audit of the Company for the financial year ended 31st March 2020. The Internal Audit reports are being reviewed by the Audit Committee of the Company.
10. 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 Board of Directors have appointed M/s. Neha P Agrawal Company Secretaries in Practice (C.P.No.8048) as Secretarial Auditors to conduct Secretarial Audit of the Company for the financial year ended 31st March 2020. The Secretarial Audit Report issued by M/s. Neha P Agrawal Practicing Company Secretaries in Form MR-3 is annexed to this Board's Report as Annexure - IV.
The Company does not have any subsidiary within the meaning of the Companies Act 2013.
12. ADEQUACY OF INTERNAL FINANCIAL CONTROL SYSTEM.
According to Section 134(5)(e) of the Companies Act 2013the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business including adherence to company's policies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. Rule 8(5) (viii) of Companies (Accounts) Rules 2014 requires the information regarding adequacy of Internal Financial Controls with reference to the financial statements to be disclosed in the Board's report. The Company has a well Placed proper and adequate IFC system which ensures that all assets are safeguarded and protected and that the transactions are authorised recorded and reported correctly. The Internal Auditors are an integral part of the internal control system of the Company. To maintain its objective and independence the Internal Auditors report to the Audit Committee of the Board. The Internal Auditors monitor and evaluate the efficacy and adequacy of internal control systems in the Company.
13. DIRECTORS' RESPONSIBILITY STATEMENT.
Pursuant to the provisions of Section 134 (3) (c) of the Companies Act 2013 the Board of Directors hereby confirms that:-
i. In the preparation of the annual accounts the applicable accounting standards have been followed and that there are no material departures.
ii. It has in the selection of the accounting policies consulted the Statutory Auditors and has 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 2020 and of the profits of the company for that period.
iii. It has 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 to the best of its knowledge and ability. There are however inherent limitations which should be recognized while relying on any system of internal control and records.
iv. It has prepared the annual accounts on a 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 operation efficiently.
vi. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
14. DIRECTORS & KEY MANAGERIAL PERSON.
Director Retires by rotation
Mrs. Sweta Kagliwal (holding DIN 02052811) retires by rotation under Section 152 of the Companies Act 2013 and being eligible offers herself for re-appointment.
Appointment of Directors
Mrs. Jeevanlata Nandkishor Kagliwal was appointed as Additional Director with effect from 30th May 2019 on the recommendation of Nomination and Remuneration Committee and regularize as Director in Annual General Meeting of the Company held on 3rd August 2019.
Appointment/Resignation of Company Secretary and Key Managerial Person
Ms. Krutika Apte tendered her resignation as the Company Secretary and Compliance Officer of the Company with effect from 17th December 2019.
Ms. Rajshree Jain (Membership Number ACS57494) has been appointed as Company Secretary and Compliance Officer from 17th December 2019. She is an Associate Member of the Institute of Company Secretaries of India. She is Commerce graduate and she is responsible for all the Compliance of the Companies Act Secretarial Standards SEBI Regulations and Listing Regulations as may be applicable to the Company from time to time.
The Key Managerial Personnel (KMP) of the Company as per Section 2(51) and 203 of the Companies Act 2013 are as follows:
Mr. Satish Kagliwal -Managing Director
Mr. Sunil Dixit -Chief Financial Officer
Mrs. Rajshree Jain -Company Secretary
15. DECLARATION OF INDEPENDENT DIRECTOR
The Independent Directors have submitted the declaration of independence as required pursuant to section 149 (7) of the Companies Act 2013 stating that they meet the criteria of Independence as provided in sub section (6) of Section 149.
16. FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTOR
The details of the familiarization Program for the Independent Directors is reported in the Report on Corporate Governance which is attached to the Board's Report.
17. NUMBER OF MEETINGS OF THE BOARD
Four meeting of the Board were held during the year. The dates on which the Board meetings were held are 30th May 2019 05th August 2019 13th November 2019 24th January 2020.The details of attendance of Board meetings and Committee meetings held during the Financial Year 2019-20 forms part of the Corporate Governance Report.
18. PERFORMANCE EVALUATION OF THE BOARD ITS COMMITTEE AND INDIVIDUAL DIRECTORS
Pursuant to applicable provisions of the Companies Act 2013 and the Listing Regulations 2015 the Board in consultation with its Nomination & Remuneration Committee has formulated a framework containing inter-alia the criteria for performance evaluation of the entire Board of the Company its Committees and Individual Directors including Independent Directors. The detailed information in this regard has been given in the Corporate Governance Report.
19. MANAGEMENT DISCUSSION & ANALYSIS
The real estate market although dull at this juncture has a tremendous scope of growth. We as a company plan to venture into this sector to reap operational benefits in the future.
i. OPPORTUNITIES AND THREATS
The real estate market is open to strategic opportunities but then it is also prone to the ups and downs from time to time. We are entering in this area at a time when the market is undergoing a slowdown. Our asset base would be well placed at this juncture to catch the upside in the coming few years. Also as management the company is well placed with competent persons to encash the future opportunities while keeping the inherent risks under check.
ii. SEGMENTATION OR PRODUCT-WISE PERFORMANCE
The Company would only be dealing in the real estate business from this year onwards and hence would be reported as one segment.
iii. OUTLOOK RISK AND CONCERNS
The main risk in the real estate and infrastructure industry is high cost of construction and variable demand from time to time. The Company feels that with the large asset base available at its disposal and also with competent management the company would be able to face the situation better in future. There is an opportunity to accelerate growth in the real estate sector which has remained stagnant for over past few years.
iv. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
There is adequate internal control system in the company through internal audit and regular operational reviews.
v. DEVELOPMENT IN HUMAN RESOURCES/INDUSTRIAL RELATIONS FRONT
During the year a number of key HR initiatives were taken up to link business objectives with employee performance. The human resources of the Company are adequately motivated to work towards optimal performance. The industrial relations are also cordial.
20. PARTICULARS OF CONTRACT OR ARRANGEMENTS PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES.
All transactions entered with Related Parties for the year under review were on arm's length basis and in the ordinary course of business. There are no material related party transactions during the year under review with the Promoters Directors or Key Managerial Personnel. The Company has developed a Related Party Transactions frame work through standard operation procedures for the purpose of identification and monitoring of such transactions. All Related Party Transactions are placed before the Audit Committee as also to be Board for approval. The particulars of contracts or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of\ the Companies Act 2013 disclosed in Form No. AOC-2 and is set out as Annexure and forms part of this report.
21. PARTICULARS OF LOANS AGURANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT 2013.
There is no loan given or guarantee provided or investment made by the Company during the financial year 2019-20 as per Section 186 of the Companies Act 2013.
22. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company does not exceed the threshold limits mentioned in Section 135 (1) of the Companies Act 2013. Therefore the provisions pertaining to Corporate Social Responsibility are not applicable to the Company.
23. INSIDER TRADING CODE.
In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations 2015 (`the PIT Regulations') on prevention of insider trading the Company have its Code of Conduct for regulating monitoring and reporting of trading by Designated Persons in line with the recent amendments brought by SEBI in the PIT Regulations. The said Code lays down guidelines which advise Designated Persons on the procedures to be followed and disclosures to be made in dealing with the shares of the Company and cautions them on consequences of non-compliances. the Company has also updated its Code of practices and procedures of fair disclosures of unpublished price sensitive information by including a policy for determination of legitimate purposes.
24. MATERIAL CHANGES AND COMMITMENTS.
There are no material changes and commitments in the business operations of the Company from the financial year ended March 31 2020 to the date of signing of the Director's Report.
25. RISK ASSESMENT AND MANAGEMENT.
The Company is exposed to various business risks. These risks are driven through external factors like economic environment competition regulations etc. The Company has laid down a well define risk management mechanism covering the risk mapping and trend analysis risk exposure potential impact and risk mitigation process. A detailed exercise is being carried out to identify evaluate manage and monitor business and non-business risks. The Audit Committee and Board periodically review the risks and suggest steps to be taken to manage/mitigate the same through a properly defined framework. During the year a risk analysis and assessment was conducted and no major risks were noticed which may threaten the existence of the Company.
26. POLICY AGAINST SEXUAL HARRASMENT AT WORKPLACE.
Pursuant to the provisions of Section 4(1) of the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 the Company has in place an Internal Complaints' Committee.
The following is a summary of sexual harassment complaints received and disposed off during the year.
|No. of complaints received : ||Nil|
|No. of complaints disposed off :||NA|
27. ENVIRONMENTAL SAFETY.
The Company is conscious of the importance of environmentally clean and safe operations. The Company's policy requires conduct of operations in such a manner so as to ensure safety of all concerned compliances environmental regulations and preservation of natural resources.
28. COMMITTEE OF THE BOARD
Currently the Board has three committees: The Audit Committee the Stakeholders' relationship committee the nomination & remuneration committee.
A detailed note on the Board and its committees is provided under the Corporate Governance Report section in this Annual Report. The Composition of the Committees and compliances as per the applicable provisions of the Act and Rules are as follows:
|Name of the Committee||Composition of the Committee||Highlights of Duties responsibilities and activities|
|Audit Committee||Omprakash Sharma- Chairperson Shrirang Agrawal-|| All recommendations made by the Audit Committee during the year were accepted by the Board.|
|Member Satish Kagliwal-Member|| In accordance with the requirements of the Listing Agreement The Company has formulated policies on related party transactions.|
|Stakeholders' Relationship Committee||Omprakash Sharma- Chairperson|| The Committee reviews and ensures redressal of investor grievances.|
|Shrirang Agrawal- Member Satish Kagliwal-Member|| The Committee noted that all the grievances of the investors have been resolved during the year.|
|Nomination and Remuneration Committee||Omprakash Sharma - Chairperson Shrirang Agrawal- Member Kashinath Iyer-Member|| To formulate the criteria for determining qualifications positive attributes and independence of a Director and recommend to the Board a policy relating to the remuneration for the Directors key managerial personnel and other employees.|
| To carry out evaluation of every Director's performance.|
29. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
(Section 134(3) (m) of the Companies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 and forming part of Directors Report.
1. Conservation of Energy:
(i) The steps taken or impact on conservation of energy
The Company has taken adequate measures to conserve and reduce the energy consumption.
(ii) The steps taken by the Company for utilizing alternate sources of energy - Nil
(iii) The capital investment on energy conservation equipments - Nil
2. Technology Absorption and Innovation
(I) The benefits derived like product improvement cost reduction product development or import substitution:
(ii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):
a) Technology imported - Nil
b) Year of import - Nil
c) Whether the technology been fully absorbed - NA
d) If not fully absorbed areas where absorption has not taken place and the reasons thereof - NA
30. EXTRACT OF ANNUAL RETURN
Annexure III is attached.
All the insurable interest of the Company including Inventories Buildings Machinery etc. is adequately insured.
32. INDUSTRIAL RELATION
The Company enjoyed cordial relations with its employees at all levels. Our Directors record their appreciation of the support and co-operation of all employees and counts on them for the accelerated growth of the Company.
The Directors place on record their sincere appreciation for the dedication hard work and commitment of the employees at all levels and their significant contribution to your Company's growth. Your Company is grateful to the Distributors Dealers and Customers for their support and encouragement. Your Directors thank the Banks Financial Institutions Government Departments and Shareholders and look forward to having the same support in all our future endeavors.
For and on behalf of the Board of Directors
|03rd June 2020|
|Aurangabad-431005||Satish Kagliwal||Sweta Kagliwal|
|DIN: 00119601||DIN: 02052811|