The Directors hereby submit their Board Report of the Company together with the Audited Statements of
Accounts for the year ended 31st March, 2024.
1. FINANCIAL RESULTS & REVIEW OF BUSINESS OPERATIONS
The Company's financial performance for the year under review along with the previous year’s figures is
given hereunder:
|
Particulars
|
31/03/2024
|
31/03/2023
|
|
Profit before tax
|
(13,41,967)
|
(12,75,795)
|
|
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
|
(0.23)
|
(0.22)
|
|
Diluted earnings per equity share
|
(0.23)
|
(0.22)
|
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
THE COMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THIS
FINANCIAL STATEMENT RELATES AND THE DATE OF THE REPORT.
There were no material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year to which this financial statement relates 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, foreign exchange Earnings
and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 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 development or import
substitution: NA
C. In case of imported technology (imported during the last three years reckoned from the 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 THE COMPANY
The Company has a Risk Management Policy however the elements of risk threatening the Company's
existence are very minimal.
7. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE
SOCIAL RESPONSIBILITY INITIATIVES
The Company has not developed and implemented any Corporate Social Responsibility initiatives as the
said provisions are not applicable.
8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF
THE COMPANIES ACT, 2013
There were no loans, guarantees or investments made by the Company under Section 186 of the
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 to Section 188 of the
Companies Act, 2013 during the year under review.
10. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS
OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN
THEIR REPORTS
There are no adverse remarks or qualifications in the Auditor’s report.
The Secretarial Audit Report received from M/s. Sandeep P. Parekh & Co, Company Secretaries is
annexed herewith as “Annexure 2”.
1. The Company has not appointed Internal Auditor under Section 138 of the Companies Act,
2013.
The turnover of the company is not sufficient to meet the requirements specified under Section 138 of
the Companies Act, 2013. Further, due to non-operation in our business activity, Company is not in a
position to comply with this requirement.
Hence companies’ economic conditions are not favorable to its current market position due to which it is
not able to appoint Internal Auditor, but the Company would be appointing the same in future and follow
adequate requirements of the Companies Act, 2013.
11. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION
AND DISCHARGE OF THEIR DUTIES
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy
for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their
remuneration and evaluation criteria for performance of Independent Directors.
12. ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the
Companies (Management and Administration) Rules, 2014 is furnished in Annexure 1 and attached to
this Report.
13. MEETING OF BOARD AND COMMITTEES OF DIRECTORS
During the year 5 Board Meetings, 4 Audit Committee Meetings, 1 Stakeholder Relationship Committee
Meeting and 2 Nomination & Remuneration Committee Meetings were convened and held. The details of
the same along with other Committees of Board are given below. The intervening gap between the
Meetings was within 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 the Composition of the Board.
None of the Independent Directors have any material pecuniary relationship or transactions with the
Company.
Necessary disclosures regarding composition of the Board, category, attendance of Directors at the
Board Meetings and last Annual General Meeting, number of other Directorship 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
|
16
|
Yes
|
0
|
0
|
|
Kapil Lalitkumar Nagpal
|
Executive Director &
MD
|
5
|
4
|
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
| |
BOARD MEETINGS
|
|
|
AUDIT COMMITTEE MEETINGS
|
| |
Sr.
No.
|
Date
|
Board Strength
|
No. of Directors
Present
|
|
|
Sr.
No.
|
Date
|
Committee
Strength
|
No. of
Committee
Members
Present
|
|
1.
|
30/05/2023
|
5
|
5
|
|
2.
|
29/06/2023
|
5
|
5
|
|
3.
|
10/08/2023
|
5
|
5
|
1.
|
30/05/2023
|
3
|
3
|
|
4.
|
01/11/2023
|
5
|
5
|
2.
|
10/08/2023
|
3
|
3
|
|
5.
|
02/02/2024
|
5
|
5
|
3.
|
01/11/2023
|
3
|
3
|
|
4.
|
02/02/2024
|
3
|
3
|
| |
|
|
| |
|
|
The details of the composition of the Committee and attendance of the members at the meetings are
given below:
|
Name of Director
|
No.
|
of
|
No. of Committee
|
| |
Committee
|
Meetings
|
| |
Meetings Held
|
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 Managing Director
and the Executive Director & Chief Financial Officer. The representatives of the 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 30/05/2023 & 02/02/2024
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
|
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 website of the
Company at https://www.tulaseebio-ethanolltd.com
o SHAREHOLDER RELATIONSHIP COMMITTEE
During the financial year there was one meeting held on 30/05/2023.
Details 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
|
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, the said
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 of fraud and
mismanagement, if any. The objective of the Policy is to explain and encourage the directors and
employees to raise any concern about the Company’s operations and working environment, including
possible breaches of Company’s policies and standards or values or any laws within the country or
elsewhere, without fear of adverse managerial action being taken against such employees.
15. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby
submits its responsibility Statement:
a. in the preparation of the annual accounts, the applicable accounting standards had been followed
along with proper explanation relating to material departures;
b. the directors had 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 and of the loss of the company for
that period;
c. the directors had 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 had prepared the annual accounts on a going concern basis; and
e. 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.
f. internal financial controls to be followed by the company had been laid down and that 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
During the year under review, Mr. Vibhor Sharma resigned as the Company Secretary and Compliance
Officer of the Company w.e.f. 29th June, 2023.
Ms. Snehal Agarwal has been appointed as the Company Secretary and Compliance Officer of the
Company w.e.f. 10th August, 2023.
Apart from the above, no changes took place in the Board of Directors of the Company during the year
under review.
Mr. Kapil Nagpal retires by rotation in the ensuing Annual General Meeting being eligible 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. A. C. Jhaveri & Associates, Chartered Accountants (FRN: 137585W) have been appointed as
Statutory Auditors of the Company for a period of 5 years at the Annual General Meeting held on
28/09/2022 till the conclusion of Annual General Meeting to be held in 2027.
The Company has received a certificate from the Statutory Auditors confirming their eligibility 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 admitted
for 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 employees of the Company, will be
provided upon request. In terms of Section 136 of the Act, the Report and Financial Statements are
being sent to the Members and others entitled thereto, excluding the information on employees’
particulars which is available for inspection by the Members at the Registered Office of the Company
during business hours on working days of the Company up to the date of the ensuing Annual General
Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the
Company in this regard.
23. THE 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 are no significant and material orders passed by the regulators or courts or tribunals impacting the
going concern status and company’s operations in future.
24. THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENT
The Company is having an adequate internal financial control policy.
25. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013.
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The
Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.
Internal Committee (IC) has been set up to redress complaints received regarding sexual harassment.
All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following
is a summary of sexual harassment complaints received and disposed off during the financial year ended
31st March, 2024:
• 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 as on the Financial
year 2023-2024 and the provisions of corporate governance as specified in Regulation 17, 18, 19, 20,
21,22, 23, 24, 24A, 25, 26, 27 and clause (b) to (i) of sub-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 and its business is
given in the Management’s Discussion and Analysis Report which forms a 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 has carried out an annual
performance evaluation of its own performance, the directors individually 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 of participation of directors,
quality of information provided/available, quality of discussion and contribution etc. A structured
questionnaire was prepared after taking into consideration inputs received from the Directors, covering
the aforesaid aspects of the Board’s functioning. The overall performance of the Board and Committees
of the Board was found satisfactory.
The overall performance of Chairman, Executive Directors and the Non-Executive Directors of the
Company is satisfactory. The review of performance was based on the criteria of performance,
knowledge, analysis, quality of decision making etc.
31. STATEMENT REGARDING THE OPINION OF THE BOARD WITH REGARD TO INTEGRITY,
EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT
DIRECTORS APPOINTED DURING THE YEAR
No Independent Directors were appointed during the year under review. Further, in the opinion of the
Board, the Independent Directors of the Company possess the requisite integrity, expertise and
experience as required by the Company.
32. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (IBC)
No such process was initiated during the period under review under the Insolvency and Bankruptcy
Code, 2016 (IBC).
33. DETAILS OF ONE TIME SETTLEMENT
The provision of details and disclosure of One Time settlement is not applicable to the Company,
therefore disclosure of the details of the difference between the amount of the valuation done at the time
of one-time settlement and the valuation done while taking loan from the Banks 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 (Cost Records and
Audit) Amendment Rules, 2014, the cost audit records maintenance is not applicable to the Company.
35. ACKNOWLEDGEMENTS
Your Directors place on record their sincere thanks to bankers, business associates, consultants, and
various Government Authorities for their continued support extended to your Companies activities during
the year under review. Your Directors also acknowledges gratefully 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 Ashwin Pandya
Managing Director Director
DIN: 01929335 DIN: 03270119
Date: 24.05.2024
Place: Raigad
|