Your Company’s Board of Directors (“Board”) is pleased to present the Twenty Sixth Annual Report of Baba Arts Limited
(“Company”) for the financial year ended 31st March, 2025.
In Compliance with the applicable provisions of the Companies Act, 2013, (including any statutory modification(s) or re-enactment(s)
thereof, for time being in force) (“the Act”) and the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“Listing Regulations”), this report covers the financial results and other developments during
the financial year ended 31st March, 2025 and up to the date of Board Meeting held on 21st May, 2025 to approve this report, in respect
of Baba Arts Limited.
• FINANCIAL RESULTS
(Rs. in Lakhs)
|
Particulars
|
March 31,2025
|
March 31,2024
|
| |
As per IND AS
|
|
Revenue from Operations
|
558.88
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1146.18
|
|
Other Income
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129.65
|
101.65
|
|
Total Income
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688.53
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1247.83
|
|
Total Expenditure
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494.46
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975.51
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|
Profit Before Tax
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194.07
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272.32
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|
Less: Tax Expenses
|
|
|
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Current Tax
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49.79
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68.30
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|
Prior Year Short Provision of Tax
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(0.28)
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7.75
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Deferred Tax
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0.72
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(1.15)
|
|
Net Profit /(Loss) for the Year
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143.84
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197.42
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• DIVIDEND
In order to strengthen the reserves of the Company, your directors consider it prudent to plough back the profits and not to
recommend any dividend for the financial year 2024-25.
• REVIEW OF OPERATIONS
During the year under review, Income from Operations was Rs.558.88 Lakhs as compared to Rs.1146.18 Lakhs in the previous
year. The operating profit during the year was reduced at Rs.194.07 Lakhs as against Rs.272.32 Lakhs in the previous year.
After providing for current tax of Rs.49.79 Lakhs (previous year Rs.68.30 Lakhs), provision for Deferred Tax Liability of Rs.0.72
Lakhs (previous year Deferred Tax Assets of Rs.1.15 Lakhs), and Prior Tax adjustments of
Rs. (0.28) Lakhs (previous year Rs. 7.75 Lakhs), the net profit after tax for the year of Rs.143.84 Lakhs vis-a-vis Rs.197.42
Lakhs in the previous year.
Other Comprehensive Expense for the year was Rs.3.82 Lakhs (previous year Other Comprehensive Expense
Rs.0.84 Lakhs) and Total Comprehensive Income for the year was Rs.140.02 Lakhs compared to Rs.198.26 Lakhs in the
previous year.
• TRANSFER TO RESERVES
Your directors have proposed not to transfer any amount to reserves.
• CHANGES IN NATURE OF BUSINESS, IF ANY
During the year under review there was no change in nature of business.
• MATERIAL CHANGES BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT
There have been no material changes and commitments, affecting the financial position of the Company, which have occurred
between the end of the financial year of the Company to which the financial statements relate and the date of signing of this
report.
• REGISTERED OFFICE
The Company has shifted its Registered Office from 3A, Valecha Chambers, New Link Road, Andheri West, Mumbai-400053 to
B1 & B4, Baba House,86, M.V. Road, Andheri (East), Mumbai-400093 i.e. within the local limits of Mumbai city effective from
17th April, 2024, vide Circular Resolution.
• BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
• DIRECTORS
During the year, on the recommendation of the Nomination Remuneration Committee and pursuant to Special Resolution
passed by the members of the Company only through Postal Ballot E-Voting, Mr. Hasmukh Shah
(DIN 00150891), Mr. Shekhar Mennon (DIN 02262964) and Mr. Hemraj Chheda (DIN 00113766) were appointed as
Independent Directors of the Company for a first term of five consecutive years with effect from 1st April, 2024.
Mr. Gordhan P. Tanwani has resigned as Chairman and Managing Director of the Company w.e.f. 1st November, 2024.
Your board of directors has placed on record its appreciation for the valuable services and contribution made by him
towards working of the Company over the last 22 years.
The members of the Company vide Special Resolution passed through Postal Ballot have approved change in
designation of Mr. Nikhil G. Tanwani from “Whole Time Director” to “Chairman & Managing Director” of the Company, with
effect from 1st November, 2024 for the remaining period of his tenure of directorship i.e. up to 31st May, 2027.
Re-appointment of Director retiring by rotation:
In terms of Section 152 of the Companies Act, 2013, Mrs. Malavika A. Acharya (DIN 07007469), Director, retires by
rotation at the forthcoming Annual General Meeting and is eligible for re-appointment. Mrs. Malavika Acharya has
confirmed that she is not disqualified for appointment as director under Section 164 of the Act and has offered herself for
re-appointment.
The necessary resolution for re-appointment of Mrs. Malavika A. Acharya forms part of the notice convening the
26th Annual General Meeting (“26th AGM”) scheduled to be held on Thursday, the 18th September, 2025.
A brief resume of Mrs. Malavika A. Acharya along with the nature of her expertise, shareholding in your Company and
other details as stipulated under Regulation 36(3) of the Listing Regulations is given in the notice convening the 26th AGM.
• KEY MANAGERIAL PERSONNEL
Mr. Gordhan P. Tanwani, was the Chairman & Managing Director up to 31st October, 2024 and, Mr. Nikhil G. Tanwani was
the Whole Time Director up to 31st October, 2024 and was designated as Chairman & Managing Director with effect from
1st November, 2024.
Mr. Ajay D. Acharya, Chief Financial Officer and Mr. Naishadh H. Mankad, Company Secretary & Compliance Officer
continue to be Key Managerial Personnel (KMP) of the Company in compliance with the requirements of Section 203 of
the Companies Act, 2013.
• INDEPENDENT DIRECTORS
Pursuant to Section 149(7) of the Companies Act, 2013, the Company has received declarations from all independent
directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and
Regulation 16(1)(b) of the Listing Regulations and are independent of the management.
In terms of Regulation 25(8) of the Listing Regulations, the independent directors have confirmed that they are not aware
of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to
discharge their duties with an objective independent judgement and without any external influence. The board of directors
of the Company has taken on record the declaration and confirmation submitted by the independent directors after
undertaking due assessment of the veracity of the same.
The board is of the opinion that the independent directors of the Company possess requisite qualifications, experience
and expertise in the fields of Legal, Accounts and Finance, Governance etc. and that they hold highest standards of
integrity.
The independent directors of the Company have confirmed that they have enrolled themselves in the Independent
Directors’ Databank maintained with the Indian Institute of Corporate Affairs (‘IICA’) in terms of Section 150 of the Act
read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014. Except Mr. Hasmukh Shah all
other independent directors are exempt from the requirement to undertake the online proficiency self-assessment test
conducted by IICA. Mr. Hasmukh Shah shall undertake the online proficiency self-assessment test conducted by IICA
within 2 years from the date of his enrollment in the Independent Directors’ Databank with IICA.
• FAMILIARISATION PROGRAMME
The Company has put in place an induction and familiarization programme for all its directors including independent
directors so as to acquaint themselves with the nature of the industry in which the Company operates. The directors are
periodically advised about the changes effected in the Corporate Laws, Listing Regulations, Taxation Laws and
other statutes applicable to the Company, with regard to their roles, rights and responsibilities as director of the Company.
The familiarization programme for independent directors in terms of the provisions of Regulation 46(2)(i)
of the Listing Regulations is available on the web site of the Company https://babaartslimited.com/wp-
content/uploads/2025/06/5.Familiarisation-Programme-2025.pdf
• ANNUAL EVALUATION OF BOARD
Pursuant to Regulation 17 of the Listing Regulations read with Section 134 (3)(p) of the Companies Act, 2013 and The
Companies (Accounts) Rules, 2014, annual evaluation of the performance of the board, its committees and of individual
directors has been made during the year under review. To facilitate the evaluation process, the Nomination &
Remuneration Committee of the board has laid down the evaluation criteria for the performance of Executive/Non-
Executive / Independent Directors through a board effectiveness survey. A questionnaire of the survey is designed with
the objective of reviewing the functioning and effectiveness of the board. Each board member (other than the director
being evaluated) is requested to evaluate the effectiveness of the members of the board on the basis of information flow,
decision making of the directors, relationship to stakeholders, Company performance, Company strategy, and the
effectiveness of the whole board and its various committees on a scale of one to five.
Evaluation of independent directors is done on the basis of their role in governance, control and guidance and more
particularly their performance in the following areas:
• Their contribution towards monitoring the Company’s corporate governance practice
• Their participation in formulating business strategies and
• Their participation in board and committee meetings and generally fulfilling their obligations and fiduciary
responsibilities as directors of the Company.
• BOARD AND COMMITTEES
• NUMBER OF MEETINGS OF BOARD
The board met four times during the year, details of which are given in the Corporate Governance Report that forms
part of this annual report. The intervening gap between the meetings was within the limit prescribed under the Act
and the Listing Regulations.
• COMMITTEES OF BOARD
As on 31st March, 2025 the board had 3 (Three) Committees - the Audit Committee, the Nomination &
Remuneration Committee and the Stakeholders Relationship Committee.
A detailed note on the composition of board and its committees and the number of meetings held and attendance of
directors at such meetings is provided in the Corporate Governance Report, which forms part of the Annual Report.
• POLICY ON DIRECTORS’ APPOINTMENT & REMUNERATION
The Company’s Policy on Appointment of Directors & Remuneration is available on the Website of the Company
https://babaartslimited.com/wp-content/uploads/13.-Nomination-and-Remuneration-Policy-NHM.pdf.
The Policy on Remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate
Governance Report, which is a part of this report.
• RISK MANAGEMENT POLICY
The Board of Directors of your Company periodically assesses the risk in the internal and external business environment
and takes necessary steps to mitigate the said risks. The Company has an adequate risk management plan in place
which is reviewed at regular intervals by the Board.
• VIGIL MECHANISM /WHISTLE BLOWER POLICY
The Company has adopted a Whistle Blower Policy, to provide a formal vigil mechanism to the directors and employees to
report their concerns about unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct
or Ethics Policy. The policy provides for adequate safeguards against victimization of employees who avail of the
mechanism and also provides for direct access to the Chairperson of the audit committee. It is affirmed that no personnel
of the Company have been denied access to the audit committee.
The Company’s Whistle Blower Policy is available on the Website of the Company https://babaartslimited.com/wp-
content/uploads/6.Whistle-Blower-Policy.pdf.
• CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND
OUTGO:
The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:
(A) Conservation of energy:
|
Sr. No.
|
Particulars
|
Details
|
|
I
|
the steps taken or impact on conservation
of energy
|
Your Company's activities do not require substantial
energy consumption. However, the Company
continues to lay emphasis on reducing energy
consumption by constantly monitoring energy
consumption and taking steps to reduce wasteful
use of energy. Employees are trained to switch off
computers, air conditioners and lights when not
required.
|
|
II
|
the steps taken by the company for
utilizing alternate sources of energy.
|
Not applicable, in view of comments in clause (i)
|
|
III
|
the capital investment on energy
conservation equipments
|
Not applicable, in view of comments in clause (i)
|
|
III
|
the capital investment on energy
conservation equipments
|
Not applicable, in view of comments in clause (i)
|
(B) Technology absorption:
|
Sr. No.
|
Particulars
|
Details
|
|
I
|
the effort made towards technology
absorption
|
The Company does not have any imported
technology.
|
|
II
|
the benefits derived like product
improvement, cost reduction, product
development or import substitution
|
N.A.
|
|
III
|
in case of imported technology (imported
during the last three years reckoned from
the beginning of the financial year)
a) the details of technology imported
b) the year of import;
c) whether the technology has been
fully absorbed
d) if not fully absorbed, areas where
absorption has not taken place, and
the reasons thereof
|
N.A.
|
|
IV
|
the expenditure incurred on Research
and Development
|
Nil
|
(C) Foreign Exchange Earnings and Outgo:
Foreign Exchange Earning during the year was Rs. 1.51 Lakhs (Previous Year Rs. 27.24 Lakhs) and Foreign
Exchange outgo during the year under review was Rs. Nil (Previous Year Rs. Nil)
Export Efforts
The Company is engaged in providing post production services to entertainment industry in its post
production studio and creating content for Television and Digital Media where there is not much scope for
exports. However, the Company has earned some export income by way of share of advertisement revenue
through monetization of content on various digital channels like You Tube, Facebook etc.
• DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S
OPERATIONS IN FUTURE
There were no orders passed by regulators or courts or tribunals impacting the going concern status and
Company’s operations in future.
• DETAILS IN RESPECT OF ADEQUECY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS:
The Company has in place adequate internal financial controls with reference to financial statements.
The Internal Auditors continuously monitor the efficiency of the internal controls/compliance with the
objective of providing to audit committee and the board of directors, an independent, objective and
reasonable assurance of the adequacy and effectiveness of the organization’s risk management, control and
governance processes. This system of internal control facilitates effective compliance of Section 138 of the
Act and the Listing Regulations.
During the year, such controls were tested and no reportable material weakness in the design or operation
was observed.
• MAINTENANCE OF COST RECORDS
Maintenance of Cost Records as specified by the Central Government under Section 148(1) of the Act, is not
applicable to the Company.
• AUDITORS
> Statutory Auditor
M/s. M M Nissim & Co LLP are the Statutory Auditors of the Company who were appointed for a period
of five years in the 23rd Annual General Meeting held on 20th September, 2022 and they hold office up to
the conclusion of the 28th Annual General Meeting of the Company without any further ratification by the
shareholders of the Company.
M/s. M M Nissim & Co LLP, have confirmed that they are not disqualified to hold the office of the
Statutory Auditor.
There are no qualifications, reservations or adverse remarks made by M/s. M M Nissim & Co LLP,
Statutory Auditors, in their report for the Financial Year ended 31st March, 2025.
Pursuant to provisions of Section 143(12) of the Act, the Statutory Auditors have not reported any
incident of fraud to the Audit Committee of the Company during the year under review.
> Internal Auditor
Pursuant to Section 138 of the Act, the Board of Directors of the Company has appointed M/s. SCA &
Associates, Chartered Accountants as the internal auditors of the Company for the financial year
2025-26.
The audit committee of board of directors in consultation with the Internal Auditor formulates the scope,
functioning, periodicity and methodology for conducting the Internal Audit.
• ANNUAL RETURN
The Annual Return of the Company is placed on the Company’s Website https://babaartslimited.com/wp-
content/uploads/Form_MGT_7_BAL_2024.pdf.
An extract of the Annual Return as on 31st March, 2025, is attached in Annexure I to this report.
• SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Company, with approval of board, appointed M/s Dholakia &
Associates LLP, Company Secretaries in whole time practice to undertake the Secretarial Audit of the
Company for the financial year 2024-25. The detailed report on Secretarial Audit is appended as an
Annexure II to this report. There is no qualification, reservation or adverse remarks given by Secretarial
Auditors of the Company.
The board at its meeting held on 21st May, 2025 has appointed M/s Dholakia & Associates LLP, Company
Secretaries in whole time practice for conducting Secretarial Audit of the Company for the term of
Consecutive five years from financial year 2025-26 to 2029-30, subject to approval of the members of the
Company.
The necessary resolution for appointment of M/s Dholakia & Associates LLP as Secretarial Auditor, forms
part of the notice convening the 26th Annual General Meeting ("26th AGM”) scheduled to be held on
Thursday, the 18th September, 2025.
• Annual Secretarial Compliance Report
The Company has obtained the annual secretarial compliance report duly signed by
Mr. Nrupang B. Dholakia, (ICSI Membership No. 10032) Managing Partner of M/s Dholakia & Associates
LLP, Company Secretaries in whole time practice in compliance with the provisions of the Regulation 24(A) of
the Listing Regulations.
• PARTICULARS OF LOAN, GUARANTEE AND INVESTMENTS
During the year under review, your Company has not given loans, guarantees, provided securities or made
investments covered under Section 186 of the Act, 2013.
• CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A separate report on Corporate Governance is provided together with a Certificate from Statutory Auditors of
the Company regarding compliance of conditions of Corporate Governance as stipulated under Schedule V
of the Listing Regulations.
A certificate of the Managing Director (MD) and Chief Financial Officer (CFO) in terms of Regulation 17(8) as
specified in Part B of Schedule II of the Listing Regulations, inert alia, confirming the correctness of the
financial statements and cash flow statements, adequacy of the internal control measures and reporting of
matters to the audit committee, is also annexed.
The Management Discussion Analysis Report as required under the Listing Regulations is presented in
separate section and forms part of this Annual Report.
• SEXUAL HARASSMENT
The provisions relating to constitution of Internal Complaints Committee under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is not applicable to the Company as
the Company is having less than 10 employees. The Company did not receive any complaint of sexual
harassment at workplace during the year under review.
• APPLICATION MADE OR PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016.
No Application was made or any proceedings is pending under the Insolvency and Bankruptcy Code, 2016
against the Company.
• DEPOSITS
Your Company has not invited / accepted any deposits from public under Section 73 to Section 76 of the Act,
hence the disclosures required as per Rule 8 (5) (v) and (vi) of the Companies (Accounts) Rules, 2014 are not
applicable to your Company.
• PARTICULARS OF CONTRACTS OR ARRANGMENT WITH RELATED PARTIES
All related party transactions that were entered into during the financial year under review were on an arm’s
length basis and in ordinary course of business and were in compliance with the applicable provisions of the
Act, and the Listing Regulations.
All related party transactions are placed before the Audit Committee as also before the Board for approval at
every quarterly meeting. Details of transactions with related parties as required under Section 134(3)(h) of
the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure III in
Form AOC -2 and forms part of this report.
Your Company has formulated a policy on related party transactions which is also available on Company’s
website at https://babaartslimited.com/wp-content/uploads/7--POLICY-ON-RELATED-PARTY-
TRANSACTIONS-NHM.pdf.
• DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The provisions of the Section 135 of the Act, are not applicable to the Company.
• PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Act, read with Rule 5(1), 5(2) & 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure IV.
• SHARE CAPITAL
The Company has only one class of shares viz. equity shares with a face value of Re.1/- each.
> ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS
The Company has not issued equity shares with differential rights during the year under review.
> ISSUE OF SWEAT EQUITY SHARES
The Company has not issued sweat equity shares during the year under review.
> ISSUE OF EMPLOYEE STOCK OPTIONS
The Company has not issued any Employee Stock Options during the year under review.
• SHARE CAPITAL AUDIT
Share Capital audit as per the directives of Securities & Exchange Board of India is being conducted on
quarterly basis by M/s. Dholakia & Associates LLP, Company Secretaries in whole time practice and the audit
reports are duly forwarded to BSE Limited where the shares of the Company are listed.
• BUSINESS RESPONSIBILITY REPORT
The Business Responsibility Reporting as required by Regulation 34(2) (f) of the Listing Regulations is not
applicable to your Company for the financial year ended 31st March, 2025.
• GREEN INITIATIVES
Pursuant to Section 101 and 136 of the Act, the Company is sending the annual report through electronic
mode (e-mail) to all shareholders who have registered their email addresses with the Company or with
Depository to receive the annual report through electronic mode and initiated steps to reduce consumption of
paper.
The annual report is also available on the web site of the Company https://babaartslimited.com/wp-
content/uploads/BABA-ARTS-ANNUAL-REPORT-2024-9.pdf
• SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES.
The Company does not have any Subsidiary, Joint Venture and Associate Company.
• SECRETARIAL STANDARDS
The Company has in place proper systems to ensure compliance with the provisions of the applicable
Secretarial Standards issued by the Institute of Company Secretaries of India and such systems are
adequate and operating effectively. During the financial year under review, the Company was in compliance
with Secretarial Standards i.e. SS 1 and SS 2 relating to “Meetings of Board of Directors” and “General
Meetings" respectively.
• DIRECTORS’ RESPONSIBILITY STATEMENT
The financial statements are prepared in accordance with Indian Accounting Standards (IND AS) under the
historical cost convention on accrual basis except for certain financial instruments, which are measured at
fair values, the provisions of the Companies Act,2013 and guidelines issued by SEBI. The IND AS are
prescribed under Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian
Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules,
2016. Accounting Policies have been consistently applied except where a newly issued accounting standard
is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy
hitherto in use.
In accordance with Section 134(5) of the Companies Act, 2013, your board of directors confirms that:
i) In the preparation of the annual accounts, the applicable accounting standards read with requirements set
out under Schedule III to the Companies Act, 2013 have been followed and there are no material departures
from the said standards;
ii) The accounting policies have been consistently applied and reasonable and prudent judgment and
estimates have been made so as to give a true and fair view of the profit of the Company for the year ended on
31st March, 2025 and the state of affairs of the Company as at 31st March, 2025 as disclosed in the enclosed
accounts;
iii) Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance
with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
iv) The annual accounts have been prepared on a going concern basis.
v) They have laid down internal financial controls for the Company and such financial controls are adequate and
operating effectively; and
vi) They have devised proper systems to ensure compliance with provisions of all applicable laws and such
systems are adequate and operating effectively.
ACKNOWLEDGEMENT
The Board wishes to thank all the Company’s customers, vendors and Company’s bankers, who have extended their
continuous support to the Company.
Your directors specially thank the shareholders of the Company for having reposed their confidence in the management of the
Company and employees and technicians of the Company at all levels for their dedicated services to the Company and the
contribution made by them towards working of the Company.
For and on behalf of the Board of Directors
Nikhil G. Tanwani
Chairman & Managing Director
DIN:01995127
Place: Mumbai
Date: 21st May, 2025
|