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Tulasee Bio-Ethanol Ltd.

BSE: 524514 Sector: Industrials
NSE: N.A. ISIN Code: INE276N01011
BSE 00:00 | 04 May Tulasee Bio-Ethanol Ltd
NSE 05:30 | 01 Jan Tulasee Bio-Ethanol Ltd
OPEN 13.65
PREVIOUS CLOSE 13.65
VOLUME 100
52-Week high 13.65
52-Week low 12.25
P/E
Mkt Cap.(Rs cr) 8
Buy Price 12.25
Buy Qty 100.00
Sell Price 13.65
Sell Qty 900.00
OPEN 13.65
CLOSE 13.65
VOLUME 100
52-Week high 13.65
52-Week low 12.25
P/E
Mkt Cap.(Rs cr) 8
Buy Price 12.25
Buy Qty 100.00
Sell Price 13.65
Sell Qty 900.00

Tulasee Bio-Ethanol Ltd. (TULASEEBIOETH) - Director Report

Company director report

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 2019.

1. FINANCIAL RESULTS

The Company's financial performance for the year under review along with previousyear’s figures is given hereunder:

Particulars 31/03/2019 (in Lakhs) 31/03/2018 (in Lakhs)
Profit before tax (17.11) (17.41)
Current tax expense 0 0
Deferred tax expense 0 0
Profit/Loss for the period from continuing operations (17.11) (17.41)
Profit/Loss from discontinuing operations 0 0
Tax expense of discontinuing operations 0 0
Profit/Loss from discontinuing operations (after tax) (17.11) (17.41)
Profit/Loss transferred/adjusted to General Reserve 0 0
Basic earnings per equity share 0 0
Diluted earnings per equity share 0 0

2. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

a. Loss: The Company incurred a Loss of Rs. 1711328/-for the Financial YearEnding 31st March 2019.

b. Sales: The Companies Turnover is NIL for the Financial Year Ending 31stMarch 2019.

c. Marketing and Market Environment: The Company is facing challenging general economicand competitive scenarios.

d. Future Prospects including constraints affecting due to Government policies: To takeadequate steps to increase the customer base and look at alternate strategies so as to beready to capture the revival in industry.

3. DIVIDEND

No Dividend was declared for the current financial year due to inadequate Profits.

4. THE CHANGE IN NATURE OF BUSINESS IF ANY:

There was no change in business of the Company during the period under review.

5. 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 statementrelate and the date of the report.

6. CONSERVATION OF ENERGY TECHNOLOGY OBSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGO

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 : NA
Foreign Exchange outgo : NA
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. theCapital investment on energy conservation equipments: NA Technology Absorption: NA A. theefforts 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 thetechnology been fully absorbed: NA d) the expenditure incurred on Research andDevelopment: NA

7. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OFTHE COMPANY

The Company does not have any Risk Management Policy as the elements of riskthreatening the Company's existence are very minimal.

8. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATESOCIAL RESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.

9. 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.

10. 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.

11. 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.

However Pursuant to the provisions of Section 204 of the Companies Act 2013 and TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed M/s. Sandeep P. Parekh & Co. a firm of Company Secretaries in Practiceto undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit isannexed herewith as "Annexure B".

Following are the unfavourable remarks of Secretarial Audit Report and ourclarifications on the same are as follows:

1. The Company does not have whole time Key Managerial Personnel as per the requirementof the Section 203 of the Companies Act 2013.

The turnover of company is not sufficient to meet the requirements specified underSection 203 of the companies Act 2013. Further due to non-operation in our businessactivity Company is not in position to comply with this requirement even if companywishes to comply.

Hence companies’ economic conditions are not favorable to its current marketposition due to which it is not able to appoint Company Secretary but the Company wouldbe appointing the same in future and follow adequate requirements of the Companies Act2013.

2. 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 203 of the companies Act 2013. Further due to non-operation in our businessactivity Company is not in position to comply with this requirement even if companywishes to comply.

Hence companies’ economic conditions are not favorable to its current marketposition due to which it is not able to appoint Company Secretary but the Company wouldbe appointing the same in future and follow adequate requirements of the Companies Act2013.

3. On the basis of available information and records it was found that Company hasNon-Resident Indian Investors for which Foreign Liabilities and Asset Return under ForeignExchange Management Act 1999 is applicable which has not been filed during thefinancial year.

The Company’s business operations are not active; the management has not devised aseparate and independent control system. The Company is unable to locate original sourceof information based on which classification of Shares has arrived. Now the Board hastaken the matter into consideration.

The Board Represent hereunder:

The Board of Directors have been informed about the applicable compliances of the newCompanies Act 2013 wherein there are lot of provision which requires the appointment ofvarious Committees Appointmentof Key Managerial Personnel etc for which the Company hasnot complied till now however the Company would be appointing/ will comply with theabove requirements in near future for proper compliance of Companies Act 2013.

The Company’s business operations is not active the management has not devised aseparate and independent control system. Hence the Company is in process of meeting theapplicable compliances as per the applicable provisions of the Companies Act 2013 and theListing Regulations.

12. 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.

13. 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.

14. MEETING OF BOARD AND COMMITTEES OF DIRECTORS

During the year 5 Board Meetings and 5 Audit Committee Meetings were convened and held.The details of the same along with other Committee’s of Board are given below. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 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.

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 15 Yes 0 0
Kapil Lalitkumar Nagpal Executive Director& MD 5 4 Yes 0 0
Ashwin Gajanan Pandya Non- Executive Independent Director 5 3 Yes 0 0
Kishor Ramji Tank Non- Executive Independent Director 5 0 Yes 0 0
Kritika Lalit Nagpal Non- Executive Women Director 5 1 Yes 0 0

NUMBER OF BOARD MEETINGS

During the financial year 2018-2019 5 Board Meetings were held on the following dates:

Sr. No. Date Board Strength No. of Directors Present
1. 13/04/2018 5 5
2. 26/05/2018 5 5
3. 11/08/2018 5 5
4. 10/11/2018 5 5
5. 12/02/2019 5 5

AUDIT COMMITTEE

During the financial year 2018-2019 5 meetings of the Audit Committee were held on thebelow dates:

Sr. No. Date Committee Strength No. of Committee Members
1. 13/04/2018 3 3
2. 26/05/2018 3 3
3. 11/08/2018 3 3
4. 10/11/2018 3 3
5. 12/02/2019 3 3

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-Executive Director 5 5
Mr. Anil Goyal - Member & Independent Director 5 5
Mr. Kishor Tank - Member & Independent Non-Executive Director 5 5

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.

NOMINATION AND REMUNERATION COMMITTEE

During the financial year 2018-2019 1 meeting was held on 12/02/2019.

Details of attendance of the members at the meetings are given below:

Name Designation No. of Meetings attended
Mr. Ashwin Pandya Independent Non-Executive Director 1
Mr. Kishor Tank Independent Non-Executive Director 1
Mr. Anil Goyal Independent Non-Executive Director 1

15. 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-ExecutiveDirector

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.

16. 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 ofthe profit and loss of the company 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.

17. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary or Joint Ventures / Associate Companies.

18. DIRECTORS

There is no change in the Board of Directors of the Company during the year.

Ms. Kritika Nagpal retire by rotation in the ensuing Annual General Meeting and iseligible for reappointment.

19. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

20. 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.

21. STATUTORY AUDITORS

M/s. DharmilA. Jhaveri & Co Chartered Accountants the Statutoryauditors of the Company are eligible for re-appointment who have been appointed asStatutory Auditors for a period of 5 years in the Annual General Meeting held on 29thSeptember 2017. Their re-appointment and payment of remuneration are to be confirmed andapproved by the Board of Directors. The Company has received a certificate from the aboveAuditors to the effect that if they are re-appointed it would be in accordance with theprovisions of Section 141 of the Companies Act 2013.

22. 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.

23. BOARD EVALUATION

The Board’s performance for the current year was assessed pursuant to theprovisions of the Companies Act 2013 and the Listing Regulation.

24. 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.

25. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS ORCOURTS OR 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.

26. THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCETO THE FINANCIAL STATEMENT

The Company is having an adequate internal financial control policy.

27. 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 31stMarch2019:

No. of complaints received: NIL

No. of complaints disposed off: NIL 28. STATE OF COMPANY’S AFFAIRS

The Company is presently inactive in its operations.

29. THE CHANGE IN NATURE OF BUSINESS IF ANY:

There was no change in business of the Company during the period under review.

30. CORPORATE GOVERNANCE

The Company’s Paid up Capital and Net worth do not exceed the prescribed limits ason the Financial year 2018-2019 and the provisions of corporate governance as specified inRegulation 17 18 19 20 21 22 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 is not applicable on the Company.

31. 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.

32. 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.

33. 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.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Sd/- Sd/-
Kapil Lalitkumar Nagpal Kritika Nagpal Lalit
Date: 25th May 2019 Managing Director Director
Place: Mumbai DIN:01929335 DIN: 00020901