To the Members
The Directors hereby submit their Board Report of the Company together with the AuditedStatements of Accounts for the year ended 31st March 2022.
1. FINANCIAL RESULTS & REVIEW OF BUSINESS OPERATIONS
The Company's financial performance for the year under review along with previousyear’s figures is given hereunder:
| Particulars | 31/03/2022 | 31/03/2021 |
| Profit before tax | (1415635) | (1544188) |
| Current tax expense | NIL | NIL |
| Deferred tax expense | NIL | NIL |
| Profit/Loss for the period from continuing operations | NIL | NIL |
| Profit/Loss from discontinuing operations | NIL | NIL |
| Tax expense of discontinuing operations | NIL | NIL |
| Profit/Loss from discontinuing operations (after tax) | NIL | NIL |
| Profit/Loss transferred/adjusted to General Reserve | NIL | NIL |
| Basic earnings per equity share | (0.24) | (0.26) |
| Diluted earnings per equity share | (0.24) | (0.26) |
2. DIVIDEND
No Dividend was declared for the current financial year due to inadequate Profits.
3. THE CHANGE IN NATURE OF BUSINESS IF ANY:
There was no change in business of the Company during the period under review.
4. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTRELATES AND THE DATE OF THE REPORT.
There were no material changes and commitments affecting the financial position of theCompany occurred between the end of the financial year to which this financial statementrelates and the date of the report.
5. CONSERVATION OF ENERGY TECHNOLOGY OBSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to conservation of energy technology absorption foreignexchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is as follows:
Foreign Exchange Earnings : NIL
Foreign Exchange outgo : NIL
Energy Absorption : NA
A. the steps taken or impact on conservation of energy: NA
B. the steps taken by the Company for utilizing alternate source of energy: NA
C. the Capital investment on energy conservation equipments: NA
Technology Absorption: NA
A. the efforts made towards technology absorption: NA
B. the benefits derived like product improvement cost reduction product developmentor import substitution: NA
C. In case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year): NA
a) the details of technology imported: NA
b) the year of import: NA
c) whether the technology been fully absorbed: NA
d) the expenditure incurred on Research and Development: NA
6. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THECOMPANY
The Company has a Risk Management Policy however the elements of risk threatening theCompany's existence are very minimal.
7. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.
8. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013
There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review.
9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
There were no contracts or arrangements were made with related parties pursuant toSection 188 of the Companies Act 2013 during the year under review.
10. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
There are no adverse remarks or qualifications in the Auditors report.
The Secretarial Audit Report received from M/s. Sandeep P. Parekh & Co CompanySecretaries is annexed herewith as "Annexure 2".
1. The Company has not appointed Internal Auditor under Section 138 of the CompaniesAct 2013.
The turnover of company is not sufficient to meet the requirements specified underSection 138 of the companies Act 2013. Further due to non-operation in our businessactivity Company is not in position to comply with this requirement.
Hence companies’ economic conditions are not favorable to its current marketposition due to which it is not able to appoint Internal Auditor but the Company would beappointing the same in future and follow adequate requirements of the Companies Act 2013.
11. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Key Managerial PersonnelSenior Management and their remuneration and evaluation criteria for performance ofIndependent Directors.
12. ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and Administration) Rules 2014 is furnished in Annexure 1and attached to this Report.
13. MEETING OF BOARD AND COMMITTEES OF DIRECTORS
During the year 5 Board Meetings 4 Audit Committee Meetings 2 Nomination &Remuneration Committee Meetings were convened and held. The details of the same along withother Committees of Board are given below. The intervening gap between the Meetings waswithin the period prescribed under the Companies Act 2013.
The Company has complied with the requirements of Applicable provisions of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 in respect of theComposition of the Board.
None of the Independent Directors have any material pecuniary relationship ortransactions with the Company.
AUDIT COMMITTEE MEETINGS
| Sr. No. Date | Committee Strength | No. of Committee Members Present |
| 1. 10/06/2021 | 3 | 3 |
| 2. 13/08/2021 | 3 | 3 |
| 3. 12/11/2021 | 3 | 3 |
| 4. 11/02/2022 | 3 | 3 |
BOARD MEETINGS
| Sr. No. Date | Board Strength | No. of Directors Present |
| 1. 21/05/2021 | 5 | 5 |
| 2. 10/06/2021 | 5 | 5 |
| 3. 13/08/2021 | 5 | 5 |
| 4. 12/11/2021 | 5 | 5 |
| 5. 11/02/2022 | 5 | 5 |
Necessary disclosures regarding composition of the Board category attendance ofDirectors at the Board Meetings and last Annual General Meeting number of otherDirectorship and other Committee Memberships are given below:
| Name of Directors | Category | No. of Board Meetings attended | No. of Directorships held in other Companies | Attendance at last AGM | No. of Committee positions held in other Companies |
| | | | | Chairman of Committee | Member of Committee |
| Anil Goyal | Non- Executive Independent Director | 5 | 17 | Yes | 0 | 0 |
| Kapil Lalitkumar Nagpal | Executive Director& MD | 5 | 3 | Yes | 0 | 0 |
| Ashwin Gajanan Pandya | Non- Executive Independent Director | 5 | 0 | Yes | 0 | 0 |
| Kishor Ramji Tank | Non- Executive Independent Director | 5 | 0 | Yes | 0 | 0 |
| Kritika Lalit Nagpal | Non- Executive Women Director | 5 | 2 | Yes | 0 | 0 |
NUMBER OF BOARD & AUDIT COMMITTEE MEETINGS
The details of the composition of the Committee and attendance of the members at themeetings are given below:
| Name of Director | No. of Committee Meetings Held | No. of Committee Meetings Attended |
| Mr. Ashwin Pandya - Chairman & Independent Non- | 4 | 4 |
| Executive Director | | |
| Mr. Anil Goyal - Member & Independent Director | 4 | 4 |
| Mr. Kishor Tank - Member & Independent Non- | 4 | 4 |
| Executive Director | | |
The Audit Committee meetings were attended by the Non-Executive Chairman the ManagingDirector and the Executive Director & Chief Financial Officer. The representatives ofthe Statutory Auditors were also invited to the meeting.
The detail of other committee meetings is as follows
o NOMINATION AND REMUNERATION COMMITTEE
During the financial year there were two meetings held on 10/06/2021 & 11/02/2022Details of attendance of the members at the meetings are given below:
| Name | Designation | No. of Meetings attended |
| Mr. Ashwin Pandya | Independent Non-Executive Director | 2 |
| Mr. Kishor Tank | Independent Non-Executive Director | 2 |
| Mr. Anil Goyal | Independent Non-Executive Director | 2 |
Salient Features of Nomination and Remuneration Policy
Further Nomination and Remuneration Policy of the Company is available on the websiteof the Company at https://www.tulaseebio-ethanolltd.com
o SHAREHOLDER RELATIONSHIP COMMITTEE
During the financial year there was No Shareholder relationship committee meeting held.Details of the members at the meetings are given below:
| Name | Designation | No. of Meetings attended |
| Mr. Ashwin Pandya | Independent Non-Executive Director | 0 |
| Mr. Kishor Tank | Independent Non-Executive Director | 0 |
| Mr. Anil Goyal | Independent Non-Executive Director | 0 |
14. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM
Pursuant to Section 177 of the companies Act 2013 the Audit committee was formed thesaid committee consist of 3 (Three) Independent Directors which are as follows:
Mr. Ashwin Pandya - Chairman& Independent Non-Executive Director
Mr. Anil Goyal - Member & Independent Director
Mr. Kishor Tank - Member & Independent Non-Executive Director
The Company has a vigil mechanism named Whistle Blower Policy to deal with instance offraud and mismanagement if any. The objective of the Policy is to explain and encouragethe directors and employees to raise any concern about the Company’s operations andworking environment including possible breaches of Company’s policies and standardsor values or any laws within the country or elsewhere without fear of adverse managerialaction being taken against such employees.
15. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submits its responsibility Statement:
a. in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
b. the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the
state of affairs of the company at the end of the financial year and of the loss of thecompany for that period;
c. the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
d. the directors had prepared the annual accounts on a going concern basis; and
e. the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
f. internal financial controls to be followed by the company had been laid down andthat such internal financial controls are adequate and were operating effectively.
g. the directors have complied with the provisions of applicable Secretarial standards.
16. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary or Joint Ventures / Associate Companies.
17. DIRECTORS & KMP
No changes took place in the Board of Directors of the Company during the year underreview.
Mr. Kapil Nagpal retire by rotation in the ensuing Annual General Meeting beingeligible offer himself for the reappointment.
18. DEPOSITS
The Company has neither accepted nor renewed any deposits during the year under review.
19. DECLARATION OF INDEPENDENT DIRECTORS
The Company has complied with the criteria as per the provisions of Section 149 (6)Companies Act 2013 for Independent Directors.
20. STATUTORY AUDITORS
M/s. Dharmil A. Jhaveri & Co Chartered Accountants have been appointed asStatutory Auditors for a period of 5 years at the Annual General Meeting held on 29thSeptember 2017 to hold office till the conclusion of Annual General Meeting to be held in2022. The term of M/s. Dharmil A. Jhaveri & Co. expires at the ensuing Annual GeneralMeeting.
The Board recommend appointment of M/s. A. C. Jhaveri & Associates CharteredAccountants (FRN: 137585W) as Statutory Auditors of the Company for a period of 5 yearsfrom the conclusion of ensuing Annual General Meeting till the conclusion of AnnualGeneral Meeting to be held in 2027.
The Company has received a certificate from the Statutory Auditors confirming theireligibility in accordance with the provisions of Section 141 of the Companies Act 2013.
21. SHARES
a) BUY BACK OF SECURITIES
The Company has not bought back any shares during the year under review.
b) SWEAT EQUITY
The Company has not issued any Sweat Equity shares during the year under review.
c) BONUS SHARES
No Bonus Shares were issued during the year under review.
d) EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option scheme to the employees.
e) DEMATERIALISATION
The shares of the Company were in physical form and LIIPL and NSDL has been admittedfor depository services. The ISIN no is: INE276N01011.
22. PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act theReport and Financial Statements are being sent to the Members and others entitled theretoexcluding the information on employees’ particulars which is available for inspectionby the Members at the Registered Office of the Company during business hours on workingdays of the Company up to the date of the ensuing Annual General Meeting. If any Member isinterested in obtaining a copy thereof such Member may write to the Company in thisregard.
23. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTSOR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company’s operations in future.
24. THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TOTHE FINANCIAL STATEMENT
The Company is having an adequate internal financial control policy.
25. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013.
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Committee (IC) has been set up to redress complaintsreceived regarding sexual harassment. All employees (permanent contractual temporarytrainees) are covered under this policy. The following is a summary of sexual harassmentcomplaints received and disposed off during the financial year ended 31stMarch 2022:
• No. of complaints received: NIL
• No. of complaints disposed off: NA
26. STATE OF COMPANY’S AFFAIRS
The Company is presently inactive in its operations.
27. THE CHANGE IN NATURE OF BUSINESS IF ANY:
There was no change in business of the Company during the period under review.
28. CORPORATE GOVERNANCE
The Company’s Paid up Capital and Net worth do not exceed the prescribed limits ason the Financial year 2021-2022 and the provisions of corporate governance as specified inRegulation 17 18 19 20 2122 23 24 25 26 27 and clause (b) to (i) ofsub-regulation (2) of regulation 46 and paras C D and E of Schedule V of the SEBI (LODR)Regulation 2015 are not applicable on the Company.
29. MANAGEMENT DISCUSSION AND ANALYSIS
A detailed review of the operations performance and future outlook of the Company andits business is given in the Management’s Discussion and Analysis Report which formsa part of this report.
30. BOARD EVALUATION:
Pursuant to the provisions of the Companies Act 2013 and Applicable provisions of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board hascarried out an annual performance evaluation of its own performance the directorsindividually as well as the evaluation of the working of its Audit Nomination &Remuneration and other Committees.
The Board’s performance for the current year was assessed on the basis ofparticipation of directors quality of information provided/available quality ofdiscussion and contribution etc. A structured questionnaire was prepared after taking intoconsideration inputs received from the Directors covering the aforesaid aspects of theBoard’s functioning. The overall performance of the Board and Committees of the Boardwas found satisfactory.
The overall performance of Chairman Executive Directors and the Non-ExecutiveDirectors of the Company is satisfactory. The review of performance was based on thecriteria of performance knowledge analysis quality of decision making etc.
31. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY EXPERTISE ANDEXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THEYEAR
No Independent Directors appointed during the year under review. Further in theopinion of the Board the Independent Directors of the Company possess the requisiteintegrity expertise and experience as required by the Company.
32. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY ANDBANKRUPTCY CODE 2016 (IBC)
No such process was initiated during the period under review under the Insolvency andBankruptcy Code 2016 (IBC).
33. DETAILS OF ONE TIME SETTLEMENT
The provision of details and disclosure of One Time settlement is not applicable to theCompany therefore disclosure of the details of difference between amount of the valuationdone at the time of onetime settlement and the valuation done while taking loan from theBanks or Financial Institutions along with the reasons thereof is also not applicable.
34. COST RECORDS
Pursuant to Section 148 of the Companies Act 2013 read with The Companies (CostRecords and Audit) Amendment Rules 2014 the cost audit records maintenance is notapplicable to the Company.
35. ACKNOWLEDGEMENTS
Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companies activities during the year under review. Your Directors also acknowledgesgratefully the shareholders for their support and confidence reposed on your Company.
| Date: 30.05.2022 | FOR AND ON BEHALF OF THE BOARD OF DIRECTORS | |
| Place: Raigad | Sd/- | Sd/- |
| Kapil Lalitkumar Nagpal | Ashwin Pandya |
| Managing Director | Director |
| DIN:01929335 | DIN:03270119 |
