Your Directors have pleasure in presenting their 40th Annual Report together with the Audited Accounts and Cash Flow Statements for the year ended 31 stMarch 2025.
The financial results for the year ended 31st March 2025 are summarized below.
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(Rs. in Lakhs)
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Particulars
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2024-25
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2023-24
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Income from operations
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-
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-
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Interest
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-
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0.02
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Other Income
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111.97
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0.00
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Depreciation
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0.00
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0.00
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Profit/(Loss) before taxation
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90.52
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-04.58
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Deferred T ax (Liability)/Asset
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-
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-
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Current tax
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-
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-
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Net Profit/(Loss)After Taxation
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90.52
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-04.58
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1 Operations
The Production continued to be suspended during the year under report. The Company has earned net profit of Rs .90.52 Lakhs in comparison with net loss of Rs. -04.58 Lakhs in the previous year.
2 Erosion of Net worth:
The Company submitted report to BIFR regarding erosion of net worth as on 31.03.2016 in February 2016. In terms of provisions of Sick Industrial Companies (Special Provisions) Act, 1985 (SICA).
3. Issues after the Financial year:
There are no significant issues concerning the business activities of the company which will impact the business operations of the company after the closure of the financial year ending on 31 03.2025.
4 Discloser as per Regulation 14 of SEBI (LODR) Regulations,2015.
The company’s shares are listed on the Bombay Stock Exchange Ltd., P J Towers, Dalal Street, Fort, Mumbai. It is further informed that the listing fees has been paid to the exchange due to shortage of funds and stoppages of operations.
5 Meetings of the Board of Directors
During the year ended March 31st 2025, 5(Five)Board Meetings were held. The dates on which the Board Meetings were held are 28.05.2024, 12.08.2024,
12.11.2024 and 07.02.2025 and 27.03.2025.
6. Statement on Declaration given by Independent Directors under Section 149(6):
The Independent Directors have submitted declaration of independence as required pursuant o Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in Section149(6)
7. Nomination and Remuneration Committee:
The Nomination and Remuneration Committee consists of the following directors namely Smt. R Rama Devi, Sri. N V S Rao (till 27.03.2025) and Sri DRSP Raju.
Brief description of terms of reference:
a) Carry on the evaluation of every director’s performance
b) Formulation of criteria for determining qualification, positive attributes and independence of a director.
c) Recommend policy to the Board relating to remuneration of the directors, key managerial personnel and other employees.
d) Devising a policy on board diversity
e) Any other matter as the board may decide from time to time.
Nomination and Remuneration Policy:
The objective of the policy:
a) Lay down criteria and terms and conditions with regard to identifying persons who are qualified to become Directors and persons who may be appointed as key managerial persons and to senior management positions.
b) To provide reward directly linked to their effort performance, dedication and achievement relating to company’s operations.
c) To retain, motivate, promote talent to ensure long term sustainability of talented managerial persons and create competitive advantage.
d) Determine remuneration based on company’s size and financial position and trends and practices.
8 Particulars of Loans, Guarantees and Investments under Section 186
The Company has not given any loan, or guarantee, or provided any security in connection with a loan to any other body corporate or person during the financial year.
9. Particulars of contracts or arrangements with related parties referred to in Section 188(1):
The particulars of contracts or arrangements with related parties referred to Sec.188(1) is prepared in Form No: AOC-2 pursuant to Sec 134(3)(h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 and the same is enclosed as Annexure- 2 to this report.
10. Annual Return:
The Annual Return (Form MGT 7) of your Company is available on its corporate website, the link of which was provided in annexure 3.
11. Corporate Governance
The Company has implemented the Corporate Governance Code during the year under report. A detailed report is enclosed and form part of this Annual Report.
12. Directors Responsibility Statement
The Board of Directors of the Company hereby declares and states that:
a) In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.
b) The Directors have selected such accounting policies and 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 31.03.2025 and profit of the Company for the period ended31.03.2025
c) 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.
d) The Directors have not been prepared the annual accounts on a going concern basis as the Company suspended the activities from 15th July 2014.
e) 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.
f) 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.
13. Energy, Technology and Foreign Exchange
Additional information on conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required to be disclosed in terms of Section 134(M) read with Companies (Accounts) Rules 2014) is as per annexure 1 here to and forms part of this report.
14 Risk Management Committee:
Risk Management Committee consists of the following Directors
a) Sri D V Prudvi Raju
b) Smt. R. Rama Devi
c) Sri D R S P Raju
d) Sri NVS Rao (Resigned w.e.f.27/03/2025)
Risk Management Policy:
The Company has taken steps to mitigate the following risks. Raw Material Price:
As the Company suspended the activities, there is no raw material.
Competition and price pressure:
Our being a packing industry there are many players and there is severe competition and price cutting indulged by competitors. Action of one player is followed by other to either increase market shares or offer low price to retain the volumes, which leads to suspension of production activity of the company.
Foreign Currency Risks:
The Company’s exposure to foreign currency is low. The export volumes are nil. The impact of foreign exchange fluctuation is almost negligible considering the volume of transactions in foreign currency.
15. Statutory Auditors
At the Annual General Meeting held on 29th September, 2020, M/s GMK Associates, Chartered Accountants, were appointed as statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting held in the calendar year 2025.
Now Board proposes to reappoint the said Firm for a second term of 5 years from 2025-26 to 2029-30.
Auditors Report
The Audit report submitted by M/s GMK Associates, Chartered Accountants, Hyderabad Chartered Accountants (ICAI Reg. No : 006945S) Statutory Auditors do not contain any adverse remarks in their report for the Financial Year ended 31st March, 2025.
16. Board of Directors
Sri. D R S P Raju, (Holding DIN No. 00306612) is liable to retire by rotation at this Annual General Meeting and being eligible offers himself for appointment as the Director of the Company.
Sri.NVS Rao, Independent Director resigned from his office w.e.f. 27.03.2025. The Board place its appreciation on the services rendered by Sri. NVS Rao.
17. Secretarial Audit Report:
Copy of the Secretarial Audit Report issued by Sri V B S S Prasad, Practicing Company Secretary (CP No: 4605) for the year under report in Form MR-3 is attached as Annexure -4 to this report. There are qualifications in the Secretarial Audit Report, which were the result of financial crunch the company is facing due to suspension of operations.
18. Particulars of appointment and remuneration of Managerial Personnel:
The statement of particulars of Appointment and Remuneration of Managerial Personnel in terms of Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure 5 to this report.
19. Insurance:
All remaining properties are fully depreciated, hence no insurance is covered. The value of movable assets is very negligible.
20. Change in nature of Business:
There is no change in the Company’s nature of business during the financial year ending 31.03.2025
21. Internal Control System and their adequacy:
Considering the size of business and nature of operations, the internal control systems and procedure adopted by the company are reviewed periodically by the Board and Audit Committee. The existing control systems are adequate.
22. Significant and Material orders passed by Regulators:
No such orders have been received during the year under review.
Material changes and commitments:
There are no material changes and commitments in the business operations of the Company during the year under review except that the production continues to remain suspended since 15th July 2014.
23. Policy on Sexual Harassment:
The Company has only one woman employee on its roles as Company Secretary. Other than this, specifically no women employee in the employment of the Company. The Company is in the process of framing and formulating policy on sexual harassment at work place in accordance with Sexual Harassment of Women at workplace (Prevention prohibition and Redressal) Act, 2013. During the year under review the Company has not received any complaints pertaining to Sexual Harassment.
24. Acknowledgements:
The Board has expressed its gratitude to the State Bank of India, Union Bank of India, various departments of the State and Central Government, customers, vendors and shareholders for their valuable support to the company, staff and employees.
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