Directors Report of Quint Digital Ltd.
Mar 31, 2023
The Board of Directors (the âBoardâ) hereby submits the thirty eighth annual report of the business and operations of your Company, along with the audited financial statements, for the financial year ended March 31, 2023. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.
The key financial figures of your Company (Standalone and Consolidated) for the financial year ended March 31, 2023, are as follows:
|
(Rs. in Thousands) |
||||
|
Particulars |
Standalone Year ended |
Consolidated Year ended |
||
|
March 31, 2023 |
March 31, 2022 |
March 31,2023 |
March 31, 2022 |
|
|
Income |
||||
|
Revenue from operations |
410,452 |
355,525 |
744,774 |
559,762 |
|
Other income |
36,766 |
16,056 |
61,450 |
55,783 |
|
Total income |
447,218 |
371,581 |
806,244 |
615,545 |
|
Expenses |
||||
|
Employee benefit expenses |
118,982 |
94,630 |
469,209 |
419,921 |
|
Finance cost |
23,236 |
10,931 |
33,098 |
17,093 |
|
Depreciation and amortization expense |
93,731 |
73,213 |
117,026 |
89,751 |
|
Other expenses |
122,768 |
122,917 |
435,832 |
302,280 |
|
Total expenses |
358,717 |
301,691 |
1,055,165 |
829,045 |
|
Profit/Loss before share of loss of associates and exceptional items |
88,501 |
69,890 |
(248,941) |
(213,500) |
|
Share of net loss of associates accounted for using the net equity method |
- |
- |
(8,074) |
(8,287) |
|
Profit/(Loss) before exceptional items and tax |
88,501 |
69,890 |
(257,015) |
(221,787) |
|
Exceptional items |
- |
5,000 |
- |
10,118 |
|
Profit/(Loss) before tax |
88,501 |
64,890 |
(257,015) |
(231,905) |
|
Tax expenses |
||||
|
(a) Current tax |
28,734 |
19,839 |
28,734 |
19,839 |
|
(b) Deferred tax |
(5,574) |
(3,217) |
(5,574) |
(3,217) |
|
(c) Tax on earlier years |
1,579 |
- |
1,579 |
204 |
|
Profit/(Loss) for the year |
63,762 |
48,268 |
(281,754) |
(248,731) |
|
Other comprehensive income (OCI) |
||||
|
Items that will not be reclassified to profit or loss |
||||
|
Remeasurements of defined benefit plan |
1,101 |
(915) |
3,399 |
731 |
|
Income tax relating to items that will not be reclassified to profit or loss |
(277) |
230 |
279 |
(230) |
|
Share of profit in associates - Remeasurement of the defined benefit plan (net of tax) |
- |
- |
105 |
59 |
|
Total other comprehensive (loss)/income for the year |
824 |
(685) |
3,225 |
1,020 |
|
Total comprehensive income/(loss) for the year |
64,586 |
47,583 |
(278,529) |
(247,711) |
|
Earnings per equity share |
||||
|
Basic (Rs.) |
1.79 |
1.41 |
(7.74) |
(7.32) |
|
Diluted (Rs.) |
1.76 |
1.40 |
(7.74) |
(7.32) |
2. Financial performance and state of companyâs affairs
On a Standalone basis, your Company has earned an income of Rs. 4,47,218 thousand as against Rs. 3,71,581 thousand during the last financial year. Net profit after tax stood at Rs. 63,762 thousand as against profit of Rs. 48,268 thousand for the last financial year.
On a Consolidated basis, your Company has earned an income of Rs. 8,06,224 thousand as against Rs. 6,15,545 thousand for the last financial year and net loss after tax stood at Rs. (2,81,754) thousand as against Rs. (2,48,731) thousand for the last financial year.
During FY 2022-23, there was no change in the nature of Company''s business.
3. Consolidated financial statements
In accordance with provisions of the Companies Act, 2013 (the âActâ) and the Indian Accounting Standards (the âInd ASâ)-110 on the Consolidated Financial Statement, read with Ind AS-28 on Investments in Associates and Joint Ventures, the audited consolidated financial statement for the year ended March 31, 2023, are provided in this annual report.
⢠Acquisition of stake by Quintillion Media Limited, wholly owned material subsidiary of the Company in Quintillion Business Media Limited
Quintillion Media Limited (âQMLâ), wholly owned material subsidiary of the Company, has acquired 25.97% stake in Quintillion Business Media Limited (âQBMâ) from Bloomberg L P.
The Board of Directors of QML in their meeting held on January 19, 2023 and shareholders through Extraordinary General Meeting held on January 20, 2023, approved to acquire 25.97% equity stake held by Bloomberg L P. Pursuant to completion of the said acquisition, QBM has become a wholly owned subsidiary of QML.
The date of completion of the acquisition was February 3, 2023.
⢠Sale of assets of Quintillion Media Limited
The Board in their meeting held on March 1, 2022, approved entering into a Memorandum of Understanding by QML for a potential sale of upto
49% equity stake in QBM to Adani Properties Private Limited or its affiliate.
QBM, a material subsidiary of the Company, had rebranded its digital media property from www. bloombergquint.com to www.bqprime.com w.e.f. May 5, 2022. This re-branding has been done pursuant to the restructuring of the partnership between Bloomberg Media and QML with respect to QBM.
QDML, QML, QBM and AMG Media Networks Limited, a wholly owned subsidiary of Adani Enterprises Limited, signed definitive agreements dated May 13, 2022, pursuant to which QML transferred 49% of its equity stake in QBM. The transaction was subject to customary closing conditions and requisite approvals.
The approval of the Shareholder''s for the proposed transfer of 49% equity stake held by QML in QBM has been sought through postal ballot dated May 22, 2022. The result was declared on June 22, 2022.
The said transaction was completed at INR 478,374,494 in accordance with the terms of the Share Purchase Agreement. The date of completion of sale/ disposal was March 27, 2023.
⢠Franchisee Agreement entered by your Company
Your Company had entered into a Franchisee Agreement for a period of 5 years to launch the overseas platform named as âQuint World''.
⢠Master Franchisee Agreement for Middle East Territory
Quintype India, a material step down subsidiary of the Company entered into a Master Franchise Agreement with BK Media Mauritius Private Limited, a related party, for the Middle East Territory. This arrangement is helping Quintype India to expand the business and capitalize on the market opportunities in the Middle East Territory.
Post obtaining the approval of the Audit Committee on May 22, 2022, your Company has sought the approval of the Shareholders in accordance with Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (the âListing Regulationsâ). The approval of the Shareholder''s has been sought through postal ballot dated May 22, 2022. The result was declared on June 22, 2022.
The Board in their meeting held on February 7, 2022, approved to issue, offer and allot equity shares by way of a rights issue to the existing shareholders of the Company for an amount not exceeding Rs. 125 Crores (Rupees One Hundred and Twenty-Five Crores only) for cash consideration.
The objective of the Rights Issue was to, inter alia, meet the Company''s growth plans, including but not limited to undertaking strategic initiatives, general corporate purposes and/or such other use of process as may be permitted under the applicable laws. The Company has appointed necessary advisors including a Lead Manager to undertake necessary steps in relation to the Rights Issue including the preparation of the Draft Letter of Offer.
The Board has constituted a Rights Issue Committee with Ms. Ritu Kapur, Mr. Mohan Lal Jain and Mr. Parshotam Dass Agarwal as the members. The committee has been constituted to decide the terms and conditions of the Rights Issue including use of issue proceeds, rights entitlement ratio, the issue price, record date, timing of the Issue and other related matters.
The Company received the final observation on the Draft Letter of Offer from Securities and Exchange Board of India (âSEBIâ) on November 11, 2022. The letter of offer (âLOFâ) including annexures thereto were approved by the Board of Directors on December 7, 2022.
The Board of Directors in their meeting held on December 7, 2022 approved the following terms of the Rights Issue:
a) Total number of Equity Shares and Rights Issue size: upto 2,50,00,000 Rights Equity Shares of Rs. 10 each at an issue price of Rs. 50 aggregating upto Rs. 1,25,00,00,000/-.
b) Issue Price: Rs. 50/- (Rupees Fifty only) per Equity Share (including a premium of Rs. 40/- (Rupees Forty only) per Equity Share).
c) Rights entitlement ratio: 42 (Forty-Two) Rights Equity Shares for every 37 (Thirty-Seven) fully paid-up equity shares held by the eligible shareholders of the Company as on the Record Date.
Rights Issue was opened for the eligible shareholders as on the record date (i.e. December 22, 2022) during
the issue period from January 9, 2023 to January 24, 2023 (both days inclusive).
Basis of allotment for the Rights Issue was approved by the BSE Limited on January 30, 2023. Post approval from the BSE Ltd, the Board of Directors in their meeting held on January 31, 2023 approved to allot 2,50,00,000 fully paid-up equity shares of the Company, having face value of Rs. 10 (Rupee Ten Only) each dematerialized form at an issue price of Rs. 50 (Rupees Fifty Only) per equity share including a premium of Rs. 40 (Rupees Forty Only) per equity share.
The Company has successfully completed the Rights Issue and raised Rs. 125 Crores from shareholders. The Rights Issue received 1.21 bids demonstrating the trust reposed by shareholders in the Company and its management.
Listing approval and Trading approval for the same were received on February 1, 2023 and February 2, 2023 respectively.
Amidst the challenges, your Company was focused on deployment of funds and setting its investments priorities to ensure maximum return. Secondly it dedicated focus on the expense side with cost containment measures. Significant efforts to identify new revenue streams and enhance profitability and cash flow also translated into new partnerships into international geographies.
5. Material changes and commitments, if any, affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of this report
The details of material changes and commitments affecting the financial position of the Company, which have occurred between the end of the Financial Year ended on March 31, 2023, of the Company and as on the date of this Report are given in the note no. 43 to the Financial Statements.
The Board has not recommended any dividend for the year under review.
Your Company has adopted the Dividend Distribution Policy which sets out the parameters and circumstances to be considered by the Board in determining the distribution of dividend to its shareholders and / or retaining profits earned by the Company.
The said Policy is available on the website of the Company at the Policy on Dividend Distribution.
The Company has not issued any Equity Shares with differential rights. The Company has only one class of equity shares with face value of Rs. 10 each, ranking pari-passu.
9. Management Discussion and Analysis Report
Management discussion and analysis report for the year under review, as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is presented in a separate section forming part of the Annual Report.
10. Subsidiary, Associate and Joint Venture Companies
As on March 31, 2023, your Company has 3 subsidiaries including 2 stepdown subsidiaries and 1 associate company and your Company regularly monitors the performance of these companies.
|
S. No. |
Name |
Relationship with the Company |
|
1. |
Quintillion Media Limited (âQMLâ) |
Subsidiary company |
|
2. |
Quintillion Business Media Limited (âQBMâ) |
Stepdown subsidiary company |
|
3. |
Quintype Technologies India Limited (âQuintype Indiaâ) |
Stepdown subsidiary company |
|
4. |
Spunklane Media Private Limited (âSpunklaneâ) |
Associate company |
The Board has not recommended any transfer to reserves for the year under review.
8. Share Capital⢠Authorized Capital
The Authorized Share Capital of the Company as on March 31, 2023, was Rs. 50,00,00,000 (Rupees Fifty Crores only) divided into 5,00,00,000 (Five Crores) Equity Shares of Rs. 10 (Rupees Ten only).
⢠Issued and Paid-up Capital
The Issued and Paid-up Capital of the Company as on March 31, 2023, was Rs. 46,96,98,080 (Rupees Forty Six Crore Ninety Six Lakh Ninety Eight Thousand and Eighty only) divided into 4,69,69,808 (Four Crore Sixty Nine Lakh Sixty Nine Thousand Eight Hundred and Eight) Equity Shares of Rs. 10 (Rupees Ten only).
During the year under review, following allotments were made by the Company:
1. The Board of Directors in their meeting held on July 6, 2022, approved the allotment of 1,500 (One Thousand and Five Hundred) Equity Shares at a price of Rs. 27.10, pursuant to exercise of ESOP options by the employees of the Company having face value of Rs. 10 each.
Trading approval for the same was received on July 14, 2022.
2. The Board of Directors through Circular Resolution No. 3/2022-23 dated October 17, 2022 approved the allotment of1,500 (One Thousand and Five Hundred) Equity Shares, at a price of Rs. 27.10, pursuant to exercise of ESOP options by the employees of the Company having face value of Rs. 10 each.
Trading approval for the same was received on October 21, 2022.
3. The Board of Directors in their meeting held on January 31, 2023, approved to allot 2,50,00,000 fully paid-up equity shares of the Company, having face value of Rs. 10 each dematerialized form at an issue price of Rs. 50 per equity share including a premium of Rs. 40 per equity share.
Listing approval and Trading approval for the same were received on February 1, 2023 and February 2, 2023 respectively.
In addition, YKA Media Private Limited (âYKAâ) is an Associate Company of QML, our material subsidiary.
As required under Section 129(3) of the Act, a separate statement containing the salient features of the financial statements of subsidiary and associate companies of your company are given in Annexure-A in the prescribed Form AOC-1, attached along with the financial statements.
A copy of the audited financial statements for each of the subsidiary companies will be made available by email to members of the Company, seeking such information.
The audited financial statements including the consolidated financial statement of your Company and all other documents required to be attached thereto are put up on the Company''s website and can be accessed at www. quintdigitalmedia.com.
The audited financial statements of the subsidiary companies are also put up on the Company''s website and can be accessed at www.quintdigitalmedia.com. The
documents will also be available for inspection during business hours at the registered office of the Company.
The policy for determining material subsidiaries of the Company has been provided in the following link Policy for Determining Material Subsidiaries.
Subsidiary Companies1. Quintillion Media Limited
QML was incorporated on August 23, 2014, as a private limited company.
Pursuant to acquisition of stake by your Company, QML became a wholly owned subsidiary of your Company w.e.f. January 19, 2022. The Board of Directors of QML at their meeting held on March 15, 2022 and the Shareholders vide the Extra Ordinary General Meeting dated March 16, 2022, approved the conversion of QML into a public limited company. The Registrar of Companies, Delhi, on March 22, 2022, approved the conversion of the Company.
Quintillion Media Limited (âQMLâ), wholly owned material subsidiary of the Company, had acquired 25.97% stake in Quintillion Business Media Limited (âQBMâ) from Bloomberg L P on February 3, 2023. On March 27, 2023, QML transferred 49% of its equity stake in QBM to AMG Media Networks Limited.
As on March 31, 2023, QDML holds 100% stake in QML. For the year ended March 31, 2023, QML recorded an Income of Rs. 687.591 thousand and a Net Profit of Rs. 1,63,218.61 thousand. In addition, QML holds investments in QBM, Quintype India and YKA.
2. Quintype Technologies India Limited
Quintype India was incorporated on September 24, 2015, as a private limited company, with an objective to provide digital publishers with state-of-the-art content, software as a service and subscription management systems.
Quintype India believes that the digital ecosystem is advancing at a faster pace and so are the stories waiting to be told. Quintype India''s focus remains to create a difference and we''re ensuring that technology can help in scaling businesses by creating visually driven content on the internet. Quintype India''s engineers, product, design and customer success teams are creating an effortless network system for digital media publishers.
QML, wholly owned subsidiary of your Company, holds 95.8174% stake in Quintype India. The Board of Directors of Quintype India at their meeting dated March 19, 2022, and the Shareholders vide Extra Ordinary General Meeting dated March 21, 2022, approved the conversion of Quintype India into a public limited company. The Registrar of Companies, Bangalore, on March 23, 2022, approved the conversion of the Company.
For the year ended March 31, 2023, Quintype India recorded an Income of Rs. 2,24,887 thousand and a Net Loss of Rs. (74,156) thousand.
3. Quintillion Business Media Limited
QBM was incorporated on December 12, 2015, as a private limited company. QBM is presently engaged in operating a leading business news digital platform viz. www.bqprime.com. Its main content is based on the Indian economy, international finance, corporate law & governance and business news.
The Board of Directors of QBM at their meeting held on March 7, 2022, and the Shareholders vide the Extra Ordinary General Meeting dated March 11, 2022, approved the conversion of QBM into a public limited company. The Registrar of Companies, Delhi, on March 11, 2022, approved the conversion of the Company.
As on March 31, 2023, QML holds 51% stake in QBM. For the year ended March 31, 2023, QBM recorded an Income of Rs. 2,05,969.21 thousand and a Net Loss of Rs. (2,46,456.01) thousand.
QML, Quintype India and QBM are three material unlisted subsidiaries of the Company. During the year, the Audit Committee reviewed the financial statements (in particular, the investments made) of its unlisted subsidiary companies, to the extent applicable. Minutes of the Board meetings of the subsidiary companies as well as a statement of significant transactions and arrangements entered into by the subsidiaries, as applicable, were placed before the Board of the Company.
Associate Companies1. Spunklane Media Private Limited
Spunklane was incorporated on September 21, 2015, as a private limited company. Spunklane is engaged in the business of operating a digital only news platform viz. âThe News Minute'' (www.thenewsminute.com) and reporting and writing on issues in India, with a specific focus on the 5 southern states.
The News Minute is one of India''s most widely read independent digital news platform, having a specific focus on the five southern states. It was founded by Dhanya Rajendran, Chitra Subramaniam and Vignesh Vellore in 2014. The News Minute publishes and disseminates news, ground reportage, news analysis and opinions in text and audio-visual formats to millions of readers every month. Reporting on a wide range of issues and events, The News Minute has deep access in the southern states and has emerged as a strong voice in Indian media, setting the standards for sensitive coverage of various social issues.
Spunklane is an associate company of the QDML and QDML owns 47.92% equity stake. For the year ended March 31, 2023, Spunklane recorded an Income of Rs. 45,912 thousand and a Net Loss of Rs. (14,717) thousand.
2. YKA Media Private Limited, an associate company of QML
YKA was incorporated on January 15, 2014, as a private limited company. YKA Media is India''s largest, completely crowdsourced platform for young people to write and share stories on things that matter. With over 150,000 writers (as of Jan 2022) from across India, YKA Media hosts one of the largest young writers'' communities in South Asia. YKA Media also runs high impact fellowship programs and trainings to enable India''s youth to create, learn and grow together.
YKA is an associate of QML and QML owns 36.42% stake in YKA. For the year ended March 31, 2023, YKA recorded an Income of Rs. 20,051.2 thousand and a net loss of Rs. (3,864.2) thousand.
11. Directors and Key Managerial Personnel⢠Appointment/ Ratification
There were no appointments/ratifications made during the year.
The Independent Directors hold office for a fixed term not exceeding five years from the date of their appointment and are not liable to retire by rotation.
The Act, mandates that at least one-third of the total number of Directors (excluding Independent Directors) shall be liable to retire by rotation. Accordingly, Mr. Raghav Bahl (DIN: 00015280) and Mr. Mohan Lal Jain (DIN: 00063240), being the longest in the office amongst the Directors are liable to retire by rotation and being eligible, offered themselves for re-appointment.
Ms. Ritu Kapur, Managing Director & Chief Executive Officer, Mr. Vivek Agarwal, Chief Financial Officer and Mr. Tarun Belwal, Company Secretary and Compliance Officer are the Key Managerial Personnel of your Company in accordance with the provisions of Section 2(51) and 203 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
There has been no change in the Key Managerial Personnel during the year.
12. Declaration by Independent Directors and Statement on Compliance of Code of Conduct
Your Company has received declarations from all the Independent Directors of the Company confirming that:
(i) they meet the criteria of independence as prescribed under the Act and Listing Regulations
(ii) they have registered their names in the Independent Directors'' Databank and
(iii) they have complied with the Code for Independent Directors prescribed in Schedule IV to the Act
In the opinion of the Board, Independent Directors fulfil the conditions specified in the Act, Rules made thereunder and Listing Regulations and are independent of the management.
The Board of Directors reviewed the declarations and have positive outlook towards the integrity and expertise of the Independent Directors.
Further none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as director of the Company by the Securities and Exchange Board of India (âSEBIâ), Ministry of Corporate Affairs (âMCAâ) or any other statutory authority.
13. Familiarization programme for Independent Directors
With a view to familiarising the independent directors with the Company''s operations, as required under regulation 25(7) of the Listing Regulations, the Company has held various
familiarisation programmes for the independent directors throughout the year on an ongoing and continuous basis.
The details of familiarisation programmes are placed on the website of the Company at the link Familiarization Programmes for Independent Directors.
During the financial year 2022-23, 10 (Ten) meetings of the Board were held. For details of these Board meetings, please refer Corporate Governance section of this annual report.
The maximum gap between the two meetings was not more than one hundred and twenty days.
As on March 31, 2023, the Board has 7 (Seven) Committees i.e. Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee, Risk Management Committee, Rights Issue Committee, Investment Committee and Corporate Social Responsibility Committee with proper composition of its members.
During financial year 2022-23, various committee meetings were conducted by the Company. All the recommendations made by the Committees of the Board including the Audit Committee were accepted/ approved by the Board. A detailed update on the composition, detailed charter including terms and reference of various Board Committees, number of Committee meetings held during the Financial Year and attendance of the Members at each meeting are provided in the report on the Corporate Governance. For details of these Committee meetings, please refer to the Corporate Governance section of this annual report.
16. Independent Directors Meeting
During the year under review, meeting of the Independent Directors was held on March 20, 2023, without the attendance of Non-Independent Directors and Members of the Management, inter alia, to evaluate:
⢠Performance of non-Independent Directors, Chairman and Board as whole; and
⢠Quality, quantity, and timeliness of flow of information between the Management and the Board.
17. Annual Evaluation of the Board, its Committees and Individual Directors
A formal evaluation of the performance of the Board, it''s Committees, the Chairman and the individual Directors
was carried out for FY 2022-23. Led by the Nomination and Remuneration Committee, the evaluation was carried out using individual questionnaires covering, amongst others, composition of Board, conduct as per company values & beliefs, contribution towards development of the strategy & business plan, risk management, receipt of regular inputs and information, codes & policies for strengthening governance, functioning, performance & structure of Board Committees, skill set, knowledge & expertise of Directors, preparation & contribution at Board meetings, leadership, etc.
Further, the Committees were evaluated in terms of receipt of appropriate material for agenda topics in advance with right information and insights to enable them to perform their duties effectively, review of committee charter, updation to the Board on key developments, major recommendations & action plans, devoting sufficient time & attention on its key focus areas with open, impartial & meaningful participation and adequate deliberations before approving important transactions & decisions.
As part of the evaluation process, the performance of Non-Independent Directors, the Chairman and the Board was conducted by the Independent Directors. The performance evaluation of the Board, respective Committees, and Individual Directors was done by the Nomination and Remuneration Committee excluding the Director being evaluated. The actions emerging from the Board evaluation process were collated and presented before the Nomination and Remuneration Committee as well as the Board.
In compliance with the provisions of the Listing Regulations, the Board through its Nomination and Remuneration Committee has devised a policy on Board Diversity. The objective of the policy is to ensure that the Board comprises an adequate number of members with diverse experience and skills, such that it best serves the governance and strategic needs of the Company. The Board composition as at present broadly meets with the above objective.
As on March 31, 2023, the Board of the Company consisted total 7(seven) directors, of whom one was Executive Director (designated as Managing Director and CEO) and six NonExecutive Director. Out of 6 (six) Non-executive Directors, 3(three) are Independent Directors including 1(one) woman Independent Director.
19. Policy on Directorsâ Appointment and Remuneration
The Company believes that building a diverse and inclusive culture is integral to its success. A diverse Board will be able to leverage different skills, qualifications, professional experiences, perspectives, and backgrounds, which is necessary for achieving sustainable and balanced development. The Nomination and Remuneration Policy adopted by the Board sets out the criteria for determining qualifications, positive attributes and independence while evaluating a person for appointment / reappointment as Director or as KMP with no discrimination on the grounds of gender, race or ethnicity, nationality, or country of origin and to also determine the framework for remuneration of Directors, KMP, Senior Management Personnel and other employees.
The detailed Nomination and Remuneration Policy is available on the website of the Company at the link NRC Policy.
20. Directorsâ Responsibility Statement
Pursuant to requirement under sub-section 3(c) and 5 of Section 134 of the Act, your Directors, to the best of their knowledge, hereby state and confirm that:
a) in the preparation of the annual accounts for the financial year ended March 31, 2023, the applicable Accounting Standards read with the requirements set out under Schedule III to the Act have been followed and there are no material departures from the same.
b) such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent to give a true and fair view of the Company''s state of affairs as on March 31, 2023, and of the Company''s profit for the year ended on that date.
c) proper and sufficient care has been taken for the 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.
d) the annual financial statements have been prepared on a âgoing concern'' basis.
e) the internal financial controls were laid down to be followed that and such internal financial controls were adequate and were operating effectively and
f) proper systems were devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
21. Employee Stock Option Scheme
Your Company has instituted the QDML Employee Stock
Option Plan 2020 (âSchemeâ or âQDML ESOP Plan 2020â)
to attract and retain talented employees in the Company.
The Nomination and Remuneration Committee administers
and monitors the QDML ESOP Plan 2020.
The following disclosures are being made under Rule 12 of
the Companies (Share Capital and Debentures) Rules, 2014:
Your Company has received a certificate from M/s Rashi Sehgal & Associates, Secretarial Auditors that the QDML ESOP Plan 2020 for grant of stock options has been implemented in accordance with the SBEB Regulations and the resolution passed by the Members of the Company. The certificate would be placed/ available at the ensuing annual general meeting for inspection by the members.
Applicable disclosures as stipulated under the SBEB Regulations with regard to the Employees'' Stock Option Scheme are available on the Company''s website, www.quintdigitalmedia. com and can be viewed at the following link: ESOP Disclosure
Further, there is no material change in the scheme and the scheme is in compliance with the applicable regulations.
The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the SEBI.
The Corporate Governance Report of the Company for the financial year ended March 31, 2023 in pursuance of the Listing Regulations forms part of the Annual Report and is enclosed to this report.
The requisite Certificate from Secretarial Auditors confirming compliance with the conditions of Corporate Governance is enclosed as Annexure-B to this report.
23. Particulars of Loans, Guarantees and Investments
The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.
24. Deposits
Your Company has neither accepted nor renewed any public deposits within the meaning of Section 73 of the Act read with Companies (Acceptance of Deposits) Rules, 2014 during the year.
Risk management is integral to your Company''s strategy and to the achievement of long-term goals. Our success as an organization depends on our ability to identify and exploit the opportunities generated by our business and the markets, we operate in.
Your Company has a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company''s enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.
The details pertaining to the composition, meetings and terms of reference of the Risk Management Committee are included in the Report on Corporate Governance which forms part of this Annual Report.
A detailed note on Risk Management is given as part of âManagement Discussion & Analysisâ.
26. Contracts and Arrangements with Related Parties
During the year under review, all the contracts or arrangements or transactions entered into by the Company with the related parties were in the ordinary course of business and on arm''s length basis and were in compliance with the applicable provisions of the Act.
During the year, the Company had entered into any arrangement /transaction with related parties which could be considered material in accordance with the Company''s Policy on Related Party Transactions read with the Listing Regulations. The particulars of the material related party transactions are provided in Form AOC-2 as Annexure-C which forms part of this Report.
All related party transactions are approved by the Audit Committee and are periodically reported to the Audit Committee.
The Policy on related party transactions as approved by the Board may be accessed on the Company''s website at Policy on Related Party Transaction.
Your directors draw attention of the members to Note no. 30 to the financial statement which sets out related party disclosures.
27. Vigil Mechanism/ Whistle Blower Policy
The Company as required under Section 177(9) of the Act and Regulation 22 of the Listing Regulations, has established Vigil Mechanism/ Whistle Blower Policy for Directors and the employees of the Company. This Policy has been established with a view to provide a tool to Directors and employees of the Company to report to the management on the genuine concerns including unethical behaviour, actual or suspected fraud or violation of the Code or the Policy. This Policy outlines the procedures for reporting, handling, investigating and deciding on the course of action to be taken in case inappropriate conduct is noticed or suspected.
This Policy also provides for adequate safeguards against victimization of director(s)/employee(s) who avail the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The Audit Committee is authorized to oversee the Vigil Mechanism/ Whistle Blower Policy in the Company. The Company has received no complaints during the year.
The policy is available on the website of the Company at the link Whistle Blower Policy.
28. Auditors and Auditorsâ Report ⢠Statutory Auditors
At the 36th Annual General Meeting held on June 25, 2021, the shareholders approved the appointment of M/s Walker Chandiok & Co LLP (Firm Registration No. (001076N/N500013)) as the Statutory Auditors of the Company and to hold office from the conclusion of 36th Annual General Meeting of the Company till the conclusion of the 41st Annual General Meeting of the Company to be held in the year 2026.
Pursuant to the amendment to Section 139 of the Act, effective from May 7, 2018, the ratification by the shareholders every year for the appointment of the Statutory Auditors is no longer required and accordingly the notice of the 38th Annual General Meeting does not include the proposal for seeking shareholders'' approval for ratification of Statutory Auditors'' appointment.
There are no qualifications, reservations or adverse remarks made by M/s Walker Chandiok & Co LLP (Firm Registration No. (001076N/N500013)), Statutory Auditors, in their report for the financial year ended March 31, 2023.
Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed M/s. Rashi Sehgal & Associates, Company Secretaries, to undertake the Secretarial Audit of the Company for FY 2022-23.
The Secretarial Audit Report in Form MR-3, as prescribed under Section 204 of the Act read with Regulation 24A of the Listing Regulations, for the FY ended March 31, 2023, is annexed herewith as Annexure-D to this Report.
Pursuant to regulation 24A of the Listing Regulations, the secretarial audit report of the material subsidiaries is attached as Annexure-E.
There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor in the report.
⢠Reporting of frauds by Auditors
During the year under review, the Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Act.
29. Internal Financial Control
The Company has adopted policies and procedures including the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, safeguarding of its assets, prevention and detection of fraud and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures under the Act.
30. Code Of Conduct for Prevention of Insider Trading
The Company has also adopted the Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons and Specified Connected Persons of the Company and Material Subsidiaries of the Company and Code of Practices and Procedure of Fair Disclosure of Unpublished Price Sensitive Information as required under SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time.
Details of the same is available on the company''s website: www.quintdigitalmedia.com.
31. Compliance with Secretarial Standards
The Company has complied with all the applicable Secretarial Standards (SS) issued by the Institute of Company Secretaries of India from time to time and approved by the Central Government.
32. Business Responsibility and Sustainability Report
Pursuant to Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility and Sustainability Report, initiatives taken from an environmental, social and governance perspective is provided as Annexure-F which forms part of the Annual Report.
33. Listing of Companyâs Securities
Your Company''s equity shares are listed and traded on the BSE Limited (âBSEâ) having nation-wide trading terminal and hence facilitates the shareholders/investors of the Company in trading the shares. The Company has paid the annual listing fee for the FY 2022-23 to the said Stock Exchanges.
34. Registrar and Share Transfer Agent
Skyline Financial Services Private Limited is the Registrar and Share Transfer Agent of the Company.
Your Company has arrangements with National Securities Depository Limited (âNSDLâ) and Central Depository Services (India) Limited (âCDSLâ), the Depositories, for facilitating the members to trade in the equity shares of the Company in Dematerialized form. The Annual Custody fees for the FY 2022-23 has been paid to both the Depositories.
The remuneration paid to the Directors, Key Managerial Personnel and senior management is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act and the Listing Regulations. Further details on the same are given in the Corporate Governance Report forming part of this Annual Report.
The information and disclosure required under Section 197(12) of the Act read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), in respect of Directors and Employees of your Company is set out in Annexure-G to this report.
In terms of Sections 92(3) and 134(3)(a) of the Act, annual return is available at Annual Return.
The books of accounts of the Company and other relevant books, papers and financial statements for every financial year are maintained at Carnousties''s Building, Plot No. 1, 9th Floor, Sector 16A, Film City, Noida-201 301.
39. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
Pursuant to Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relevant disclosure is given below:
i. the steps taken or impact on conservation of energy; NA
ii. the steps taken by the company for utilising alternate sources of energy; NA
iii. the capital investment on energy conservation equipment''s; NA
i. The efforts made towards technology absorption; NA
ii. the benefits derived like product improvement, cost reduction, product development or import substitution; NA
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; NA
b) the year of import; NA
c) whether the technology been fully absorbed; NA
d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof, NA
e) the expenditure incurred on Research and Development. NA
C. Foreign exchange earnings and Outgo
During the year under review, foreign exchange earnings were Rs. 15,30,25,508 as against outgo of Rs. 45,98,492.
40. Disclosures as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
Your 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 and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to address complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy.
There were no sexual harassment complaint pending or received during the year ended March 31, 2023.
41. Transfer of Unclaimed Shares
As per the provisions of Regulation 39(4) of the Listing Regulations, the unclaimed shares lying in the possession of the Company are required to be dematerialized and transferred into a special demat account held by the Company. Accordingly, unclaimed shares lying with the Company have been transferred and dematerialized in an âUnclaimed Suspense Account'' of the Company. This account is being held by the Company purely on behalf of the shareholders entitled for these equity shares.
The Company has a demat account with FE Securities, titled âQuint Digital Media Limited -Unclaimed Securities Suspense Accountâ, to which all the unclaimed shares will be transferred in terms of the said circular.
The unclaimed Bonus Equity Shares of 744 shareholders holding 97,450 shares were lying in the Escrow account till March 31, 2022. These shares were transferred in the Quint Digital Media Limited -Unclaimed Securities Suspense Account on May 26, 2022.
The voting rights on the equity share(s) in the suspense account shall remain frozen till the rightful owners of such equity share(s) claim the equity share(s). Any corporate benefits in terms of securities accruing on such equity shares viz. bonus shares, split etc., shall also be credited to such demat suspense account or unclaimed suspense account, as applicable in accordance with existing provisions.
42. Chief Executive Officer/ Chief Financial Officer Certification
The Certificate required under Regulation 17(8) of the Listing Regulations, duly signed by the Managing Director and CFO was placed before the Board. The same is annexed as Annexure-H to this Report.
Declaration by Chief Executive Officer under Regulation 34(3) read with Schedule V of the Listing Regulations in respect of compliance with the Company''s Code of Conduct is enclosed Annexure-I to this Report.
43. Corporate Social Responsibility
The Corporate Social Responsibility (âCSRâ) provisions are applicable on your Company from the end of this Financial Year. Consequent to the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 (âthe Rulesâ), the Company is in the process of examining suitable project for deployment of fund toward CSR activities.
The Company has formed the CSR Committee in compliance with the applicable provisions of the Companies Act, 2013 and Rules made thereunder.
The CSR Committee''s prime responsibility is to assist the Board in discharging its social responsibilities by way of formulating and monitoring implementation of the objectives set out in the âCorporate Social Responsibility Policy'' (âCSR Policyâ). The CSR Policy of the Company, inter-alia, covers CSR vision and objective and also provides for governance, implementation, monitoring and reporting framework.
The CSR policy of the Company can be accessed at CSR Policy.
The details of some of the significant accolades earned by the Company during the financial year 2022-23 has been provided as part of this Annual Report.
45. Other Disclosures and Reporting
During the year under review:
a) The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise.
b) The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.
c) There is no Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).
d) Pursuant to the provisions of Section 148(1) of the Act and Rules made thereunder, the Company is not required to make and maintain Cost Records, as specified by Central Government under the provisions of this Section. Accordingly, the Company has not made and maintained such accounts and records as specified by the Central Government.
e) There are no significant material orders passed by the regulators/courts/tribunals which would impact the going concern status of the Company and its future operations.
f) The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while
taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.
g) During the year the Company has not failed to complete or implement any corporate action within the specified time limit.
Your directors take this opportunity to thank and place on record their sincere gratitude to the Members, bankers, regulatory bodies, stock exchange and other business constituents of the Company for their consistent support and co-operation in the
smooth conduct of the business of the Company during the year under review.
Your Company''s employees are the real asset of the Company and play an essential role in your Company scaling new heights, year after year. Your directors place on records their deep appreciation for the exemplary contribution made by them at all levels. Your involvement as shareholders is also greatly valued. Your directors look forward to your continued support and pledge to continue to work towards the enhancement of shareholders'' value and continued growth of the Company.
Mar 31, 2015
Dear Shareholders,
The Directors have the pleasure in presenting their 30th Annual Report
cm The business and operations of the Company for the year ended 3st
March, 2015 together with the acted accounts for the year entree
31-03-2015.
FINANCIAL RESULTS;
The financial results of the Company are summarized as under:
(Amount INR)
Particulars March
31, 2015 March
31, 2014
Income:
Revenue from Operations 77.23.007 0
Other Income 54.27,062 29,78,378
Total Revenue (A) 1,31,50,069 29,78,378
Expenditure:
Cost of Materials Consumed 73,95,924 0
Changes in Inventories of
Finished goods 0 0
Employee Benefits Expenses 8,94,420 6,61.421
Finance Costs 16 0
Depreciation and Amortization
Expenses 6,06.731 3,10.050
Operating & Other Expenses 19,90,776 10,62,452
Total Expenses (B) 1,08,37,917 20,33,023
Profit Before Tax (A-B) 22,02,152 9,44.455
Tax Expenses:
(1) Current Tax 4,30,313 2,09,066
(2) Deferred Tax (1,24,770) (18,711)
Profit for the year 19,56,109 7,54,030
Appropriated as under;
Dividend proposed 0 0
Tax on Proposed Dividend 0 0
General Reserve 0 0
Balance carried to Balance sheet 19,53,109 7.54,080
Total 18,56,109 7,54,08O
Earnings per Equity Share
(1) Basic 0.98 0.38
(2) Diluted 0.98 0.38
DIVIDEND:
The Directors have decided not to renamed any dividend for the year,
no as to create sufficient reserves for future expansion of the
Company.
RESERVES:
The Company has not created any specific reserve for the year under
review.
OPERATIONS;
During the year under review, the Company earned total income Rs 131,50
lacs, After accounting tor expenses, the Company earned a net profit of
Rs. 19,561 lacs during the year under review is against a profit of
earlier year Rs.7.54 lacs. Your Directors hope to do better and starts
its operating in the current year.
CHANGE IN THE NATURE OF BUSINESS IF ANY:-
The company has not change its nature of business for the year under
review,
DIRECTORS:
a. Mr. Tamil Praiap Bohra of office up to the date of the ensign
Annual General Meeting and retires by rotation and being eligible,
offers himself tor re-appointment. 'The Board of Directors recommends
his appointment.
It has been proposed to make the composition of the Board In none with
Section 152 of the Companies Act, 2013 on account of provisions of
Section 152 (ii) of the Companies Act, 2013-
b, The Company has received a notice in writing from a member proposing
his candidature for the officer at Director, be and is hereby appointed
as vote e-voting Director Id Mr. Dilip Trilokchand Bohra having DIN
Mo. 0G2853Tl)of the Company whose parted of office shall not be
subject to retirement by way of rotation. the aforesaid appointment
will be for a period of 1 year with effect from the date of the Annual
General Meeting."
SHARE CAPITAL:
The paid up equity spirals on March 31, 2015 was Rs.2,00,00,000/-
(Rupees Two Crores Only), The company has not issued share's with
differential voting rights nor granted stock options nor sweat equity.
FINANCE:
Cash and cash equivalents as at March 31,2015 was Fte.1.94 Lacs. The
company continues to focus on judicious management of its forcing
capital, Receivables, inventories and other wording capital parameters
were kept under strict check through continue us monitoring.
FIXED DEPOSITS:
Your Company has not accepted any deposits within the meaning of
Section 73 of the Companies Ant, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014.
PARTICULARS OF LOANS, GUARANTEES OR INVE5TMENTS:
The Company has not given amt loan, guarantees or made any investments
exceed sixty per cent of its paid-up share capital, free reserves anc-
securities premium account or one hundred per cent of its free reserves
and securities premium account, whichever is more, as proscribed in
Section 186 Of the Companies Act, 2013.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY;
The Company has an Internal Curator System, commensurate with the size,
scoter and complexity of its operations. The scope and authority of the
Internal Audit function is defined in the Internal Audit Mutual, TO
maintain its objectivity and independence: the Internal Audit function
reports to the Chairman of the Audit Committee of the Board & to tie.
Chairman & Managing Director,
The Internal Audit Department monitors and evaluates the efficacy and
adequacy of internal control system in the Company, its compliance with
operating systems, accounting procedures and offices at fill locations
of the Company. Basso on the report of internal audit function, process
owners undertake corrective action in their respective areas and
thereby strengthen the control s. Significant audit observations and
recommendations along with corrective act one thereon are resented to
the Audit Committee of the Board.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES;
The Company is not coming under die criteria as mentioned in Section
I3fi of the Companies Act, 201-3 which Specifies the requirement of
terming the Corporate Social Responsibility Committee.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO;
The details of conservation of energy, technology absorption, foreign
securing earnings and outgo ate as for lows;
a) Conservation of Energy NOT APPLICABLE
(i) the steps taken or impact on conservation of energy
(ii) the steps taken by the company to- utilizing alternate sources of
energy
(iii) the capital investment on energy conservation equipment's
(iv) Technology absorption - NOT APPLICABLE
(i) the efforts made towards technology absorption
(ii) the benefits received like product improvement, cost reduction,
product development or import substitution
(iii) in case of imported technology (imported during The last free
years reckoned (return the beginning of the financial year)-
(a) the details of technology imported
(b) the year of report;
(c) whether the technology beer fully absorbed
(d) if not slowly sorbet, areas where absorption has net taken place,
and to reasons thereof
(iv) the expenditure incurred an Research and Development
(c) Foreign exchange earnings and Outgo:
During the period under review there was no "foreign exchange earnings
or out flow.
HUMAN RESOURCES AND INDUSTRIAL RELATIONS;
During the year under review. your Company enjoyed crucial relationship
with workers and employees at nil levels.
DIRECTOR'S RESPONSIBILITY STATEMENT;
In terms of Section 134 (5) of the Companies Act. 2013. the directors
would like to state that:
i) In the prepared on of the annual accounts, the applicable accounting
standards have been for lowed.
ii) The directors have selected such accounting of ices and applied
that insistently and made Judgments and estimates that were 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 profit or
loss of the Company financial year under review.
iii) The directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of tariffs Act for safeguarding the assets of the Company
and for primarily and detectably fraud and other irregularities.
iv) The directors have prepared The annual accounts on a going concern
basis.
v) The directors had laid down internal financial control s to be
for lowed by the company and ;hat such internal financial control s are
adequate and were operating effectively.
vi) The directors had devised proper system to ensure compliance with
the provisions of all applicable laws and that such system were
adequate and operating effectively.
RELATED PARTY TRANSACTIONS:
All related party transactions at were entered into being The financial
year were on arm's length basis and were in the ordinary course of the
business. There are no mainly significant related party transactions
made by the company with Promoters. Key Managerial Personnel or other
designated reasons which may have potential conflict with interest of
the company at large.
SUBSIDIARY COMPANIES:
The company does not have any subsidiary.
CODE OF CONDUCT:
The Board of Directors has- approved a Code of Conduct which is
applicable to the Members of the Board and al! employees in the course
of day to day business operations of the company. The company down
by the Board is known as "code of business conduct" which forma an
Appendix it; the Code. The Code has been posted on the Company's
website www.gmailmumbai.com.
The Code lays dawn (Re standard procedure or bushes conduct which Is
expected to us for lowed by tie Directors and it* designated employees
in their business dealings and in particular on matters relating to
integrity in the work place, I business practices and in dealing with
stakeholders. The Code gives guidance through Examples or the expected
behave from an employer} in a given situation and the reporting
structure.
All The Board Members and the Senior Management personnel have
confirmed compliance with the Cods-.
All Management Staff were given appropriate training m this regard.
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION PROHIBITION AND REDRESSAL) ACT, 2013:
In order to prevent sexual harassment of women at work place a new act
The Sexual Harassment of Women at Workplace (invention. Prohibition
and redressed Act. 2013 has been notified on 8th December. 2013.
Under the said Act even the company Is required to set up an Internal
Complaints Committee to look into complaints relating to sexual
harassment M work pace of any women employee. Company has accepted B
of icy for prevention of Sexual Harassment of Women a workplace and has
of on Committee to- implementation of sad of icy. During the year
Company has not received arid complaint of harassment.
VIGIL MECHANISM1 WHISTLE BLOWER POLICY:
The Company has a vigil mechanism named Fraud and Risk Management
Policy to deal with Instance of fraud and mismanagement. if any.
In staying true to our values at Strength, Performance and Passion and
in line with our vision of coin one of the mod respected companies in
India, the Company is commuted to the high standards of Corporate
Governance and stakeholder responsibility.
The Company has a Fraud Risk and Management Policy to deal with
instances of fraud and mismanagement. if any.
The FRM Policy ensures that strict confidentiality is maintained
whilst dealing with concerns and also that no discrimination will he
meted out to any person for a genuinely raised concern.
A nigh revel Committee has been constituted which looks into the
complaints raised. The Committee sports to the Audit Committee and the
Board.
PREVENTS OF INSIDER TRADING,
The Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate fading in securities by the Directors
and designated employees of the Company. The Code requires
ore-clearance for dealing in the Compare - shares and prohibits the
purchase or sale of Company shares by the Directors and the designates
employees which possession of unpublished price sensitive information
in relation to the Company and during the period when the Trading
Window is dosed. The Beard is responsible for Implementation of the
Code.
An Board Directors and the designated employees have confirmed
compliance with the Code.
AUDITOR'S REPORT/ SECRETARIAL AUDIT REPORT:
The observation made in the Auditors' Report board together with.
relevant notes thereon are self explanatory and hence of call or any
further comments under Section 194 of the Companies Act, 2013.
As required under section 204 (1) of the Companies Act. 2013 the
Company has obtained a secretarial audit repel Certain observations
made in the report watery regard to hen tiling of some forms were mainly
due to ambiguity and unreality of applicability of the same tor the
relevant period. However, the company would ensure in future that all
the provisions art complied to the fullest exit-of.
AUDITORS:
The Auditors M/s P. Anrawal & Co. Chartered Accountants, (Firm
Registration No. 302082E), Mumbai. retire at the conclusion of the
ensuing Annual General Meeting and being eligible offer them salves 'or
re-appointment.
SECRETARIAL AUDIT:
Pursuant to over visions of section 204 of the Companies Act. 2013 and
The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 the company has appointed Ws. M. K. Saraswat & Associates.
a firm of Company Secretaries in attracted undertake the Secretarial
Audit of I he Company. The Secretarial Audit report is indexed herewith
as "Annexure A"
EXTRACT OF ANNUAL RETURN:
As required pursuant to section 92(3) of the Companies Act. 2013 and
rule 12(1) of the Companies (Management and Administration) Rules,
2014, an extract of annual return in MGT 5 as a part of this Annual
Report as "Annexure B'.
BUSINESS RISK MANAGEWENT;
Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49
of the Listing Agreement, the company has constituted e. business risk
management committee. The details of the committee and its "arms of
reference are set out in the corporate governance report forming part
of One Boards report,
Al present the company has not Identified any element of risk which may
threaten the existence of the company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS
There are no significant material orders passed by rho Regulators or
Courts or Tribunal Act which would impact the going concern status of
the Company and its future operation.
SAFETY & HEALTH - PERFORMANCE & INITIATIVES
As part of Company's Safety Excellence Journey which aims to achieve
ultimate Goal of Zero Injuries to it 3 employees and at stakeholders
associated with the Company's operations. Company provides a safe and
healthy workplace focusing on resting, right Safety Culture across the
organization
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 13 & of the after, the reports and
accounts are being sent to the members and others enrollment thereto,
excluding the information on employees' particulars which is available
Tor 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
ensuing Annual General Meeting. If any member is interested in
Inspecting the same, such member may write to the company secretary in
governance.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION &. ANALYSIS REPORTS
The Corporate Governance and Management Discussion &. Analysis Report,
which form an integral part of (his Report, a/e set out as separate
Annexure. together with the Certificate from the auditors of the
Company regarding compliance with the requirements of Corporate
Governance as stipulated in Clause 4ft of the Listing Agree memo.
ACKNOWLEDGEMENTS:
Your Company and its Directors wish to extend their sincerest thanks to
the Members of the Company, Bankers, State Governing of, Local Bodies,
Customers, 5i.ppl.ers. Executives, Staff and workers at all levels for
their continuous cooperation and assistance.
To and on behalf of the
Board & Directors
Place: Mumbai Pratap Singh Bohra
Date: 23th May, 2015 Chairman cum Director
Mar 31, 2014
The Directors have the pleasure in presenting their 29th Annual Report
together with the Audited Statement of Accounts of the Company for the
year ended 31st March, 2014 and on the state of affairs of the Company
as on the date of this report.
FINANCIAL HIGHLIGHTS:
The financial results of the Company are summarized as under:
Particulars Current Year Previous Year
(Rs.) (Rs.)
a) Sales & Other Income 29,78,378 96,42,502
b) Operating Profit / (Loss)
Before Finance Cost,
Depreciation
and amortization expenses
and Taxes 12,96,687 23,16,918
c) Less: Finance Cost 0 2,97,085
d) Profit / (Loss) before
Depreciation and taxes 12,54,505 20,19,833
e) Less: Depreciation and
amortization expenses 3,10,050 3,08,067
f) Profit / (Loss)
before taxes 9,44,455 17,11,766
g) Less: Provision
for taxes 1,90,375 5,12,428
h) Profit / (Loss)
after tax 7,54,080 11,99,338
i) Prior period adjustments 0 0
j) Dividend (Proposed) 0 0
k) Dividend ( Interim) 0 0
l) Dividend Tax 0 0
m)Transfer to
General Reserve 0 0
n) Brought Forward
Profit/(Loss) 93,17,056 81,17,719
o) Balance of Profit
carried to Balance sheet 1,00,71,136 93,17,057
DIVIDEND:
The Directors have decided not to recommend any dividend for the year,
so as to create sufficient reserves for future expansion of the
Company.
OPERATIONS:
During the year under review, the Company earned other income of
Rs.29.78 lacs on account of Interest, Dividend etc. After accounting
for expenses, the Company earned a net profit of Rs.7.54 lacs during
the year under review as against a profit of earlier year Rs.11.99
lacs. Your Directors hope to do better and start its operations in the
current year.
DIRECTORS:
Mr Pratap Singh Bohra holds office up to the date of the ensuing Annual
General Meeting and retires by rotation and being eligible, offers
himself for re-appointment. The Board of Directors recommends his
appointment.
It has been proposed to make the composition of the Board in line with
Section 152 of the Companies Act, 2013 on account of provisions of
Section 152 (6) of the Companies Act, 2013. Accordingly Independent
Directors are being reappointed for a period of 5 years from the date
of AGM and they will not be liable to retire by rotation.
Your Directors have proposed to alter the terms of appointment of Kamal
Singh Baid so as to make him Independent Director for a term of 5 years
and he shall not retire by rotation.
The Company at its Board Meeting held on 11th August, 2014, appointed
Mr. Jagdishchandra Ghumara and Ms Rachana Tiwari as Additional
Directors of the Company. Both hold office upto the date of ensuing
Annual General Meeting. The Company has received requisite notice in
writing from a member proposing Mr. Jagdishchandra Ghumara and Ms
Rachana Tiwari for appointment as Independent Directors for a term of 5
years each.
PUBLIC DEPOSITS:
During the year under review; your Company has not accepted any
deposits from the public.
AUDITORS:
The Statutory Auditors, M/s. Majithia & Associates, Chartered
Accountants, Mumbai (Firm Registration No. 105871W), hold office till
the conclusion of the ensuing Annual General Meeting. The Auditors have
expressed their inability to be reappointed as Statutory Auditors of
the Company for the financial year 2014-15. The Company has received a
notice in writing of their unwillingness to be reappointed. Hence it is
proposed to appoint M/s G. P. Agrawal & Co in place of the existing
statutory auditors.
The M/s G. P. Agrawal & Co., Chartered Accountants, (Firm Registration
No. 302082E), had confirmed that their appointment, if approved by
members, would be within the ceilings specified in the Companies Act,
2013. The Audit Committee of the Board has recommended their
appointment for a period of 5 years from the conclusion of the
forthcoming Annual General Meeting till the conclusion of the 6th AGM
of the Company to be held in the year 2019 (subject to ratification of
their appointment at every AGM).
The Board of Directors recommends appointment of M/s G. P. Agrawal &
Co. as Statutory Auditors.
REPLY TO AUDITORS' COMMENTS:
Auditors Qualifications/ Remarks: No qualification / Remarks.
Reply to Auditors Qualification:
Not Applicable.
PARTICULARS OF EMPLOYEES:
Details as required under Section 217(2A) of the Companies Act, 1956
read with the Companies (Particulars of Employees) Amendment Rules,
2011 is not provided since there is no employee drawing more than Rs.
60,00,000/- p.a. or Rs. 5,00,000/- p.m. as remuneration.
DISCLOSURE PURSUANT TO SECTION 217(1)(e) OF THE COMPANIES ACT, 1956:
Energy Conservation:
Your Company has not done any major operation during the year. Wherever
possible; energy conservation measures required have already been
implemented. Efforts to conserve and optimize the use of energy through
improved operations methods and other measures will continue.
Technology Absorption:
Considering the basic activities of the Company, there was no
technology absorption.
Foreign Exchange Earnings and Outgo:
Foreign Exchange Earnings: Nil Foreign Exchange Outgo: Nil
CORPORATE GOVERNANCE:
The Company is committed to maintain the standards of Corporate
Governance and adhere to the Corporate Governance requirements set out
by SEBI.
A Report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreement forms part of this Annual Report.
The requisite Certificate from a Practicing Company Secretary
confirming compliance with the conditions of the Corporate Governance
as stipulated under aforesaid Clause 49 is attached to this report.
MANAGEMENT DISCUSSION & ANALYSIS REPORT:
The Management Discussion and Analysis Report for the period under the
review, as required under Clause 49 of the Listing Agreement, is
presented in various sections forming part of the Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956 with respect to Directors' Responsibility Statement, it is
hereby confirmed that:
i. In the preparation of the Annual Accounts for the year ended 31st
March, 2014, the applicable accounting standards had been followed;
ii. We 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 and of the Profit of the
Company for that period;
iii. We 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;
iv. We have prepared the annual accounts on a "going concern basis".
COMPLIANCE CERTIFICATE:
In accordance with the requirements of Section 383A of the Companies
Act, 1956, a Certificate from a Company Secretary in Whole - Time
Practice certifying compliance with legal requirements for the year
ended 31st March, 2014 is enclosed.
LISTING OF EQUITY SHARES:
The Company's equity shares are listed on Delhi Stock Exchange. There
is no arrear of Annual Listing Fee payable to the Stock Exchange.
ACKNOWLEDGEMENTS:
Your Directors would like to express their appreciation for the
assistance and co-operation received from the financial institutions,
banks, government authorities, customers, vendors and members during
the year under review.
Your Directors wish to place on record their deep sense of appreciation
for the committed services by the executives, staff and workers of the
Company in ensuring the high levels of performance and growth that your
Company has achieved during the year.
For Gaurav Mercantiles Limited
Pratap Singh Bohra
Chairman
Place: Mumbai
Date: 11th August, 2014
Mar 31, 2013
The Directors have the pleasure in presenting their 2Sih Annual Report
together with the Audited Statement of Accounts of the Company for the
year ended 31st March, 2013 and on the state of affairs of the Company
as on the date of this report.
FINANCIAL HIGHLIGHTS:
The financial results at the Company are summarized as under:
Particulars Current Year Previous Year
Rs Rs
a) Sales & Other Income 96,42,502 26,32.65, 642
b) Operating Profit/ (Loss) Before
Finance Cost. Depreciation
and amortization expenses and Taxes 23,16,918 57,12,402
c) Less: Finance Cost 2,97,085 17,68,278
d) Profit / (Loss) before Depreciation
and taxes 20,19,833 39.44,124
e) Less: Depreciation and
amortization expenses 3,06,067 3,01,053
1) Profit/(Loss) before taxes 17,11,766 36.43,071
g) Less: Provision for taxes 5,12,428 11,58,594
h} Profit / (Loss) after tax 11,93,338 24,84,477
i) Prior period adjustments 0 0
j) Dividend [Proposed)
k) Dividend (Interim) 0 0
l) Dividend Tax 0 0
m) Transfer to General Reserve 0 0
n) Brought Forward Profit/ (LOSS) 81,17,719 56,33,243
o) Balance of Profit carried to
Balance sheet 93,17,057 81,17,720
DIVIDEND
The Directors have decided not to recommend any dividend for the year
so as to create sufficient reserves for future expansion of the
Company.
DIRECTORS
In pursuance in the Companies Ad, 195& and Articles of Association of
the Company; Mr. Kamal Singh Baici retires by rotation and being
eligible, offers himself for re-appointment. The Board of Directors
recommends h is appointment.
PUBLFC DEPOSITS:
During the year under review; your Company has not accepted any
deposits from the public.
AUDITORS:
The Statutory Auditors, M/s. Majithia & Associates, Chartered
Accountants. Mumbai (Firm Registration No. 10&671W), hold office till
the conclusion of the ensuing Annual General Meeting, The Auditors have
given the necessary certificate confirming that they are eligible for
re- appointment
The Company has received a letter from them to the effect that their
re-appointment. if made, would be within the prescribed limits under
Section 224(1 B) of the Companies Act, 1956 and they are not
disqualified for appointment within the meaning of Section 220 of the
said Act. The Board of Directors recommends The re-appointment as
Statutory Auditors,
REPLY TO AUDITORS' COMMENTS:
Auditors Qualifications/ Remarks:
As per AS 15 "Employee Benefits:' issued by the ICAI, provision for
benefits in reaped of gratuity is to be made as per actuarial
nation were as the Company has made the provision on estimation basis.
Reply to Auditors. Qualification:
The Company has very few employees and therefore decided to calculate
the liability as per provisions of The Payment of Gratuity Act instead
of getting actuarial valuation and the same is disclosed in Note no.
19(7)(a) PARTICULARS OF EMPLOYEES:
Details as required under Section 217(2A) of the Companies Ad, 1956
read with the Companies (Particulars of Employees} Amendment Rules,
2011 is not provided since them is no employee drawing mo re than
Rs.6u,C0,000/- p.a, or Rs 5,00,000/- p.m. as remuneration. DISC LOSURE
PU RS U ANT TO SECTI ON 217(1 )(e) OF TH E COM PAN IES ACT, 195*:
Energy Conservation;
Your Company has not done any major operation during the year. Wherever
possible; energy conservation measures required have already been
Implemented, Efforts to conserve and optimize the use of energy through
improved operations methods and other measures will continue.
Technology Absorption:
Considering the basic activities of the Company, there was no
technology absorption,
Foreign Exchange Earnings and Outgo:
Foreign Exchange Earnings: Nil
Foreign Exchange a Outgo: Nil
CORPORATE GOVERNANCE:
The Company is committed to maintain the standards Of Corporate
Governance and adhere to the Corporate Governance requirements set out
by SEBI.
A Report on Corporate Governance as stipulated under Clause 49 Office
Listing Agreement forms part of this Annual Report.
The requisite Certificate from a Practicing Company Secretary
confirming compliance with the conditions of the Corporate Governance
as stimulated under aforesaid Clause 49 is attached to this report.
MANAGEMENT DISCUSSION & ANALYSIS REPORT:
The Management Discussion and Analysis Report for the period unfed the
review, as required under Clause 49 of the bating Agreement, Is
presented in various sections forming part of the Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 217[2AA} of the Companies
Act, 1956 with respect to Directors- Responsibility State merit, it is
hereby confirmed that:
i. In the preparation of the Annual Accounts for the year ended 31st
March. 2013. the applicable accounting standards had been followed;
ii. We have selected such accounting policies and applied them cons
instantly 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 Profit of the
Company for that period;
iii. We have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this
Act for safeguarding the as its of the Company and tor preventing and
deducing fraud and other irregularities;
iv. We have prepared the annual accounts on a going concern basis
COMPLIANCE CERTIFICATE:
In accordance with the requirements of Section 383A of the Companies
Act, 1956, a Certificate from a Company Secretary in Whole - Time
Practice certifying compliance with legal requirements for the year
ended 31st March, 2013 is enclosed,
LISTING OF EQUITY SHARES:
The Company's equity shares are fished on Delhi Stock Exchange. There
is no arrear of Annual Listing Fee payable to the Stock Exchange.
ACKNOWLEDGEMENTS:
Your Director would like Jo express their appreciation for the
assistance and co-operation received from the financial institutions,
banks, government authorities, customers, vendors and Remembers during
the year uncertainty review,
Your Directors wish to place on record their next sense of
appreciation for the committed services by the executives, staff and workers
of the Company in ensuring the high levels of performance and growth that
your Company has achieved during the year.
For Gaurav Mercantiles Limited
Pratap Singh Bohra
Chairman
Place: Mumbai
Date : 13th Jura, 2D13
Mar 31, 2012
The Directors have the pleasure in presenting their 27th Annual Report
together with the Audited statement of accounts of the company for the
year ended 31st March, 2012 and on the state of affairs of the Company.
FINANCIAL HIGHLIGHTS
The financial results of the company are summarized as under:
Particulars Current Year Previous Year
Rs. Rs.
a) Sales & Other Income 263,265,642 4,644,543
b) Operating Profit /
(Loss) Before Finance
Cost, Depreciation
and amortization
expenses and Taxes 57,12,402 3,854,216
c) Less: Finance Cost 1,768,278 26,925
d) Profit / (Loss)
before Depreciation
and taxes 3,944,124 3,827,291
e) Less: Depreciation
and amortization expenses 301,053 219,742
f) Profit / (Loss)
before taxes 3,643,071 3,607,549
g) Less: Provision
for taxes 1,158,594 1,056,848
h) Profit / (Loss)
after tax 2,484,477 2,550,701
I) Prior period adjustments 0 0
j) Dividend (Proposed)
k) Dividend (Interim) 0 0
I) Dividend Tax 0 0
m) Transfer to General
Reserve 0 0
n) Brought Forward
Profit/(Loss) 5,633,243 3,082,542
o) Balance of Profit
carried to Balance sheet 8,117,719 5,633,243
DIVIDEND
The Directors have decided not to recommend any dividend for the year,
so as to create sufficient reserves for future expansion of the
Company.
OPERATIONS
The Financial Year 2011-12 was a challenging year. The global economy
witnessed a lower economic growth. Despite various constraints and the
challenging environment, the company performed reasonably well.
During the year under review, the Company ventured into ship breaking
activity and also diversified its business into purchase of old
factories for dismantling and sale thereof. Apart from ship breaking,
the company had also planned to exploit potential in another scrap
related sector. Several units of textile and machinery had come up for
sale in recent past. For optimum utilization of resources and to
increase profitability, the company planned to mix and match ship
breaking operations with purchase of scrap of old factories and
import/dealing of metal scrap and coal..
As a result of the aforesaid activities; the Company achieved net
operational income of Rs. 25,86,80,750/- during the year under review
and the profit after tax is Rs. 24,84,477/-. Your Directors hope to do
better in the current year.
DIRECTORS
In Pursuance to the Companies Act, 1956 and Articles of Association of
the Company; Mr. Tarun Bohra retires by rotation and being eligible
offer himself for re-appointment. The Board of directors recommends his
appointment.
PUBLIC DEPOSITS
During the year under review; your company has not accepted any
deposits from public.
AUDITORS
M/s. Majithia & Associates, Chartered Accountants, Mumbai (Firm
Registration No. 105871W) the Auditors of the Company, holds office
until the conclusion of the ensuing Annual General Meeting and eligible
for re-appointment.
The Company has received letter from them to the effect that their
reappointment, if made, would be within the prescribed limits under
Section 224(1 B) of the Companies Act, 1956 and they are not
disqualified for reappointment within the meaning of Section 226 of the
said Act.
Notes on Financial Statements referred to in the Auditor's Report are
self-explanatory and do not call for any further comments.
PARTICULARS OF EMPLOYEES
Details as required under Section 217(2A) of the Companies Act,1956
read with Companies (Particulars of Employees) Rules, 1975 is not
provided since there is no employee drawing more than Rs. 60,00,000/-
p.a. or Rs. 5,00,000/- p.m. as remuneration.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING
AND OUTGO PURSUANT TO SECTION 217(1 )(E) OF THE COMPANIES ACT, 1956
ENERGY CONSERVATION
Your Company has not done any major operation during the year. Wherever
possible; energy conservation measures required have already been
implemented. Efforts to conserve and optimize the use of energy through
improved operations methods and other measures will continue.
TECHNOLOGY ABSORPTION
Considering the basic activities of the company, there was no
technology absorption.
FOREIGN EXCHANGE EARNINGS AND OUTGO
Earnings: Nil (Previous Year - Nil)
Outgoings: Rs. 2129.48 Lacs (Previous Year Rs. Nil)
Regd. Office: By Order of the Board
310 Gokul Arcade-B FOR GAURAV MERCANTILES LIMITED
Subhash Road, Vile Parle-E,
Mumbai-400057 P.S.BOHRA
Date: 9th August, 2012 CHAIRMAN
Mar 31, 2011
The Directors have pleasure in presenting the 26th Annual Report
together with Audited statements of accounts of the Company for the
year ended 31 st March 2011. The financial results of the Company are
summarized as under:
(Rs-)
Gross Surplus for the year 3827291
Less: Depreciation 219742
Less : Provision for Income tax/Deferred tax 1056848
Add: Credit Balance Brought
forward from previous year 3082542
Amount available for appropriation 5633242
APPROPRIATION:
Transferred to General Reserve 0
Credit Balance Carried to Balance Sheet 5633242
DIVIDEND
The Directors have decided not to recommend any dividend for the year,
so as to create sufficient reserves for the future expansion of the
Company.
OPERATION
The working results of the company for the year are satisfactory. Your
directors report that Company has sold some of its properties at good
profits. Your Directors hope to do better in the current year.
DIRECTORS
In pursuance to the Companies Act, 1956 and Article of Association of
the Company Mr.P.S. Bohra retire by rotation and being eligible offer
himself for re-appointment.
PUBLIC DEPOSITS
During the year under review your Company has not accepted any deposit
from Public.
AUDITOR'S OBSERVATION
As regards Auditors observations in the report, the report is self
explanatory and gives factual position which does not require further
clarifications.
AUDITORS
M/s Majithia & Associates, Chartered Accountants, hold office till the
conclusion of the ensuing Annual General meeting. They have signified
their willingness to accept re-appointment and confirmed their
eligibility u/s 224 (1B) of the Companies Act, 1956.
PERSONNEL
No employee was in receipt of remuneration, which was more than the
limits prescribed under section 217(2A) of the Companies Act 1956 read
with Companies (Particulars of Employees) Rules 1975, as amended.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS & OUTGOING
Your Company has not done any major operation during the year. Wherever
possible energy conservation measures required have already been
implemented. Efforts to conserve and optimize the use of energy through
improved operation methods and other measures will continue.
Considering the basic activities of the company, there was no
technology absorption. There has been no foreign exchange used or
earned.
CORPORATE GOVERNANCE
A report on Corporate Governance is annexed to this Report. The
certificate from the auditors in this respect is annexed.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
The Management Discussion and Analysis Report, as required by the
listing agreement, are dealt with in various sections of this report.
DIRECTORS' RESPONSIBILITY STATEMENT
A statement on directors' Responsibility as prescribed under Section
217 (2AA) of the Companies Act, 1956 is given below: i. In the
preparation of the annual accounts, the applicable accounting standards
have been followed.
ii. We 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 and of the profit or loss
of the company for that period.
iii. We 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.
iv. We have prepared the annual accounts on a "going concern basis".
COMPLIANCE CERTIFICATE
In accordance with the requirements of Sec.383A of the Companies Act,
1956, Certificate from Practicing Company Secretary certifying
compliance with the legal requirements for the year ended 31st March,
2011 is enclosed.
LISTING OF EQUITY SHARES
The Company's equity shares are listed on Delhi Stock Exchange. There
is no arrear of Annual Listing Fee payable to Stock Exchange.
For and on behalf of the Board
Place : Mumbai P. S. BOHRA
Dated : 25.8.2011 Chairman
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