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Directors Report of Tradewell Holdings Ltd.
Mar 31, 2025
Your Directors have pleasure in presenting the 31st Annual Report on the business and operations of the Company together with the Audited Financial Statements for the Financial Year ended 31st March, 2025.
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(Rupees in Lakhs) |
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|
PARTICULARS |
2024-2025 |
2023-2024 |
|
Total Income |
945.03 |
3166.54 |
|
Expenditure |
1040.28 |
2857.35 |
|
Profit/(Loss) before Tax |
(95.25) |
309.19 |
|
Tax Expenses |
(57.67) |
(62.14) |
|
Profit/(Loss) for the year |
(37.58) |
247.05. |
|
Other comprehensive income/(loss) for the year, net of tax |
(16.90) |
- |
|
Total comprehensive income for the year |
(54.48) |
247.05 |
|
Earning Per Equity Share Basic |
(1.25) |
8.22 |
|
Diluted |
(1.25) |
8.22 |
The overall performance of the Company for the financial year ended 31st March, 2025 was satisfactory. During the year, the Company earned revenue from operations of ?810.26 lakhs (as compared to ?2,769.06 lakhs in the previous year) and other income of ?134.77 lakhs. The Company incurred a loss of ?54.48 lakhs (as compared to a profit of ?247.05 lakhs in the previous year).
Despite the challenging financial results, the Directors remain confident about the future prospects of the Company and are making every effort to improve operational performance and enhance shareholder value in the coming years.
No dividend on equity shares has been recommended by the Board for the year ended 31st March, 2025 considering the future plans of the Company.
The Company has neither invited nor accepted any deposits from the public falling within the preview of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rule, 2014 during the year. There is no unclaimed or unpaid deposit lying with the Company.
CHANGE IN THE NATURE OF BUSINESS. IF ANY
During the year under review, there has been no change in the nature of business of the Company.
MATERIAL CHANGES AND COMMITMENT
No material changes and commitments occurred, which may affect the financial position of the Company, between the end of the financial year of the Company to which the financial statements relate and the date of the report.
(A) Authorized Share Capital
The Authorized Share Capital of the Company stands at Rs.160,000,000/-(divided into 16,000,000 Equity shares of Rs. 10/-each). During the year, there has been no change in the Authorized Share Capital of the Company.
(B) Paid-up Share Capital Equity
The paid up Share Capital of the Company stands at Rs.30,044,000/- (divided into 3,004,400 Equity shares of Rs. 10/-each). During the year, there has been no change in the paid up Share Capital of the Company.
The Company has neither issued shares with differential rights as to dividend, voting or otherwise nor issued shares (including sweat equity shares) to the employees or Directors of the Company under any scheme.
SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES AND THEIRPERFORMANCE AND FINANCIAL POSITION
The Company does not have any Subsidiaries, Joint Ventures and Associate Companies.
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BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL |
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a. Composition of Board of Directors: The Composition of Board of Directors as on 31st March, 2025 is as follows; |
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|
|Sr. No |
Name |
DIN |
Designation |
|
|
1. |
Mr. Kamal Manchanda |
00027889 |
Whole Time Director |
|
|
2. |
Mrs. Aruna Manchanda |
00027965 |
Non-Executive Director |
|
|
3. |
Mr. Munish Bhardwaj |
08143913 |
Independent Director |
|
|
4. |
Ms. Shilpy Chopra |
07161915 |
Independent Director |
|
|
b. Key Managerial Personnel: The following persons are the Key Managerial Personnel of the Company as on 31st March, 2025: |
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|
Sr. No |
Name |
Designation |
||
|
1. |
Mr. Sunil Kumar Singh |
Chief Financial Officer (CFO) |
||
|
2. |
Mrs. Uma Kumari |
Company Secretary (CS) |
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c. Change in Director and KMP:
During the financial year under review, there was no change in the Key Managerial Personnel (KMP) of the Company. However, there was a change in the composition of the Board of Directors, as detailed below:
⢠Ms. Shilpy Chopra was appointed as a non executive independent Director of the Company with effect from 30th September, 2024, for a first term of five consecutive years.
⢠Mr. Nalin Mathur ceased to be a Director (Independent) of the Company with effect from 29th September, 2024, upon completion of his second term of five years in accordance with the provisions of the Companies Act, 2013.
d. Retirement by Rotation of the Directors:
In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Kamal Manchanda ,Whole time Director, (DIN: . 00027889) of the Company, retires by rotation and offers himself for re-appointment.
DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors of the Company have submitted the declaration of Independence as required under Section 149(7) of the Companies Act, confirming that they meet the criteria of independence under Section 149(6) of the Companies Act and Regulation 16(1) (b) of SEBI LODR Regulations.
None of the Directors are disqualified for being appointment/re-appointment as directors in terms of Section 164 of the Companies Act, 2013.
The Directors on the Board have submitted notice of interest under Section 184(1) i.e., in Form MBP-1, intimation under Section 164(2) i.e., in Form DIR-8, and declaration as to compliance with the Code of Conduct of the Company.
Pursuant to the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015, the Board of Directors has carried out an annual evaluation of its own performance, Board Committees and of individual directors.
The evaluation process focused on various aspects of the board and its committees such as the size, structure, composition and expertise of the board, frequency of meetings, effective discharge of functions and duties by Board and Committee prescribed under the law and as per terms of reference, in case of the committees, ensuring the integrity of the Companyâs accounting and financial reporting systems, independent audit, internal audit and risk management systems (for Board and Audit Committee), working in the interests of all the stakeholders of the company and such other factors.
The performance of the board and committees was evaluated by the board after seeking inputs from all the directors.
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NUMBER OF MEETINGS OF THE BOARD During the financial year 2024-25, Eleven (11) Board Meeting were convened. The details of the Board Meetings with regard to their dates and attendance of each of the Directors have been produced below; |
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No. of Board Meeting |
Date of Board Meeting |
Attendance of Directors at the Board Meeting |
|
1 |
01/04/2024 |
4 |
|
2 |
30/05/2024 |
4 |
|
3 |
28/06/2024 |
4 |
|
4 |
02/07/2024 |
4 |
|
5 |
02/08/2024 |
4 |
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6 |
12/08/2024 |
4 |
|
7 |
02/09/2024 |
3 |
|
8 |
12/11/2024 |
4 |
|
9 |
03/12/2024 |
4 |
|
10 |
06/02/2025 |
4 |
|
11 |
31/03/2025 |
4 |
The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
Pursuant to the provisions of Section 177(9) & (10) of the Act and the SEBI Listing Regulations, 2015, a Vigil Mechanism or Whistle Blower Policy for directors, employees and other stakeholders to report genuine concerns has been established.
The Companyâs internal control procedures which include internal financial controls ensure compliance with various policies, practices and statutes and keeping in view the organizationâs pace of growth and increasing complexity of operations. The internal auditor carries out extensive audits throughout the year across all locations and across all functional areas and submits its reports to the Audit Committee of the Board of Directors.
LISTING
Equity Shares of your Company are listed presently at The Bombay Stock Exchange Limited (BSE). The Annual Listing Fees for the F.Y. 2024-25 have been paid to the concerned Stock Exchange.
SECRETARIAL STANDARDS
During the year under review, the Company has complied with the provisions of the applicable Secretarial Standards issued by Institute of Companies Secretaries of India. The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and such systems are adequate and operating effectively.
Employee benefits in the form of Gratuity and Staff Welfare Fund are some defined benefit schemes. The contributions to the Gratuity and Staff Welfare Fund are charged from profit and loss for the year when the contributions are due.
MANNER & CRITERIA OF FORMAL ANNUAL EVALUATION OF BOARDâS PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS
In compliance with requirements of the Act and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the formal annual performance evaluation of the Board, its Committees and Individual Directors has been conducted as under:
A. Manner of evaluation as recommended to the Board by the Nomination and Remuneration Committee
1. The Chairman of the Board consulted each Director separately about the performance of Board, Committees and other Directors and sought inputs in relation to the above. The Chairman then collated all the inputs and shared the same with the Board.
2. In respect of the evaluation of Chairman of the Board, the Chairman of the Nomination and Remuneration Committee collated the inputs from Directors about Chairmanâs performance as a Director of the Board and/or Chairman or the Member of the Board Committees and shared the same with the Board.
The Board as a whole discussed the inputs on performance of Board/Committees/Individual Directors and performed the evaluation, excluding the Director being evaluated.
B. Criteria of evaluation as approved by the Nomination and Remuneration Committee;
The aforesaid evaluation was conducted as per the criteria laid down by the Nomination and Remuneration Committee as follows:
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Performance Evaluation Criteria |
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1) Board as a whole |
⢠Fulfilment of functions of the Board(for instance guiding corporate strategy, risk policy, business plans, corporate performance, monitoring Companyâs governance practices etc., as per the Act and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, ⢠Number of Board Meetings held during the year. |
|
2) Board Committees |
⢠Fulfilment of functions of the Committee with reference to its terms of reference, the Act and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 ⢠Number of Committee Meetings held during the year. |
|
3) Individual Directors |
⢠Fulfilment of responsibilities as a Director as per the Act, SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and applicable Company policies and practices, ⢠In case of the concerned Director being Independent Director, Executive Director, Chairperson or Member of the Committees, with reference to such status and role, ⢠Board and/or Committee meetings attended, ⢠General Meetings attended. |
CONSTITUTION OF AUDIT COMMITTEE fSection 177 of the Companies Act, 2013 and Companies (Meetings of Board and its Powers Rules, 2014)1
The primary objective of the Audit Committee is to ensure accurate, adequate, and timely disclosures in financial reporting, while upholding the highest standards of transparency, integrity, and accountability.
The Committee met five times during the financial year under review.
As on the date of this report, the Audit Committee comprises the following members:
⢠Ms. Shilpy Chopra, Chairperson (appointed w.e.f. 30th September, 2024)
⢠Mr. Munish Bhardwaj, Member
⢠Mrs. Aruna Manchanda, Member
Mr. Nalin Mathur was also a member of the Audit Committee until the expiry of his second term on 29th September, 2024.
Meetings
During the financial year 2024-25, Five (5) meetings of the Audit Committee were held, as detailed herein below. The gap between two meetings did not exceed the prescribed limits as provided in the act.
The details of the meetings held and the attendance of the Members of the Audit Committee are as detailed herein below:
NOMINATION AND REMUNERATION COMMITTEE [Section 178 of the Companies Act, 2013 and Companies (Meetings of Board and its Powers Rules, 2014)]
Nomination and Remuneration Committee of the Board has been constituted as per section 178 of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014. The Nomination and Remuneration Committee shall determine qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration of the directors, Key Managerial Personnel and other employees.
As on the date of this report, the Nomination and Remuneration Committee comprises the following members:
⢠Ms. Shilpy Chopra, Chairperson (appointed w.e.f. 30th September, 2024)
⢠Mr. Munish Bhardwaj, Member
⢠Mrs. Aruna Manchanda, Member
Mr. Nalin Mathur was also a member of the Nomination and Remuneration Committee until the expiry of his second term on 29th September, 2024.
STAKEHOLDER RELATIONSHIP COMMITTEE [Section 178 of the Companies Act, 2013 and Companies (Meetings of Board and its Powers Rules, 2014)]
The composition of the Stakeholders Relationship Committee (SRC) is in line with the Section 178 of the Act read with Regulation 20 of LODR.
As on the date of this report, the Stakeholders Relationship Committee comprises the following members:
⢠Ms. Shilpy Chopra, Chairperson (appointed w.e.f. 30th September, 2024)
⢠Mr. Munish Bhardwaj, Member
⢠Mrs. Aruna Manchanda, Member
Mr. Nalin Mathur was also a member of the Stakeholders Relationship Committee until the expiry of his second term on 29th September, 2024.
It looks after the stakeholdersâ grievances and redressal of investorsâ complaints related to transfer of shares, non-receipt of balance sheet, non-receipt of dividend etc.
The provisions of Regulation 21 of the SEBI Listing Regulations relating to the constitution of a Risk Management Committee are not applicable to the Company, as it does not fall within the top 1000 listed entities by market capitalization.
SEPARATE.MEETING.OFJNDEPENDENTDIRECTORS
Pursuant to the Provisions of Section 149(6) read with Schedule IV to the Companies Act, 2013, a separate meeting of the Independent directors is required to be held during the year to inter-alia:
reviewed the performance of non-independent directors and the board of directors as a whole;
reviewed the performance of the Chairperson of the Company, taking into account the views of executive directors and nonexecutive directors;
assessed the quality, quantity and timeliness of flow of information between the management of the Company and the Board of Directors that is necessary for the Board of Directors to effectively and reasonably perform their duties.
During the year one meeting of the Independent Directors was held on 06/02/2025 without the attendance of any nonindependent directors and members of the Company. Both the independent directors attended the meeting.
Information in accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, regarding employees is given in âAnnexure-2â.
DIRECTORSâRESPONSIBILITY STATEMENT
The Directors confirm that in the preparation of the Annual Accounts of the Company for the year ended 31st March, 2025 that:
(a) In the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;
(b) the directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2025 and of the loss of the Company for that period;
(c) the directors have taken proper and sufficient care 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 directors have prepared the annual financial statements on a going concern basis;
(e) the directors have laid down Internal Financial controls to be followed by the company and that such internal financial controls are adequate and were operating efficiently; and
the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
ADEQUACY OFJNTERNAL.FINANCIAL.CONTROLSWITH.REFERENCE.TO.THE.FINANCIAL STATEMENTS
The Company has put in place necessary internal financial controls which are adequate and are operating effectively. The controls are adequate for ensuring the orderly and efficient conduct of the business, completeness of accounting records and timely preparation of reliable financial information, besides adherence to the Company''s policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy, etc.
DETAILS.OF.FRAUD.REPORTED.BY AUDITORS.
No fraud has been noticed or reported by the Auditors including internal auditor and secretarial auditor of the Company as per Section 134 (3) (c&a) of the Companies Act, 2013 read with Companies (Amendment) Act, 2015.
PARTICULARS.OF.LOANS,.GUARANTEES.OR.INVESTMENTS
Pursuant to Section 186 of the Companies Act, 2013, the Company has provided the loans / guarantees / made investments during the year, details of which are provided in the notes to the financial statements. Approval of shareholders was obtained via special resolution passed through postal ballot (REMOTE E-VOTING CONCLUDED ON JANUARY 11, 2025) wherever applicable. There has been no default in repayment of deposits or payment of interest thereon during the financial year ended on 31st March, 2025. Further, there are no deposits, which are in non-compliance with the requirements of Chapter V of the Act.
PARTICULARS.OF.CONTRACTS.OR ARRANGEMENT.WITH.RELATED.PARTIES
Related party transactions entered during the period under review are disclosed in the Note 39 of the Financial Statements of the company for the financial year ended March 31, 2025. These transactions entered were at an armâs length basis and in the ordinary course of business. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companyâs website
DISCLOSURE UNDER SUB- SECTION (3) OF SECTION 134 OF COMPANIES ACT, 2013, READ WITH RULE 8(3) OF THE.COMPANIES.(ACCOUNTS).RULES,.2014
The details forming part of the extract of Conservation of Energy, Technology Absorption is annexed herewith as âAnnexure 3â.
A. CONSERVATION OF ENERGY
Your Company is not engaged in any manufacturing activity and thus its operations are not energy intensive. However, adequate measures are always taken to ensure optimum utilization and maximum possible saving of energy.
B. TECHNOLOGY ABSORPTION
Your Company actively pursues a culture of technology adoption, leveraging on the advancement to serve customers better, manage process efficiently and economically and strengthen control systems. The Company has maintained a technology friendly environment for its employees to work in. In keeping with the current trends in the areas of digital marketing and social media, the Company has effectively used these avenues in positioning itself in the market place and gain better Customer engagement.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
There was no earnings and outgo in foreign exchange during the year under review.
D. DETAILS OF APPLICATION MADE OR PROCESSING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016
During the year under review, there was no application made or proceeding pending in the name of the Company under the Insolvency Bankruptcy Code, 2016.
E. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS
During the year under review, there has been no one time settlement of loans taken from Banks and Financial Institutions.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE.GOING.CONCERN.STATUS AND.COMPANYâS.OPERATIONS.IN.FUTURE
Your directors confirm that no significant and/or material order(s) had been passed against the Company during the financial year 2024-25 which may adversely impact the status of ongoing concern and operations in future of the Company.
We seek to promote and follow the highest level of ethical standards in all our business transactions guided by our value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All our corporate governance policies are available on our website www.brandrealty.in
The policies are reviewed periodically by the Board and updated based on need and new compliance requirement. In addition to its Code of Conduct and Ethics, key polices that have been adopted by the company are as follows:
DISCLOSURE_UNDER_SEXUAL_HARASSMENT OF_WOMEN_&_WORKPLACE_(PREVENTION,_PROHIBITION_AND RESDRESSAL)_ACT,_2013
As per the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act ,2013 your Company has taken the initiatives towards any action on the part of any executive, which may fall under the ambit of âSexual Harassment at workplace, and is fully committed to uphold and maintain the dignity of every women working in the premises of the Company. The Policy provides for protection against sexual harassment of woman at workplace and for prevention of such complaints.
(a) Number of complaints of sexual harassment received in the year; NIL
(b) Number of complaints disposed off during the year; and NIL
(c) Number of cases pending for more than ninety days. NIL GENDER-WISE EMPLOYEE DETAILS
In accordance with the requirements of the Companies (Accounts) Rules, 2014, as amended by the Companies (Accounts) Second Amendment Rules, 2025, the details of employees of the Company as on March 31, 2025 are as follows:
⢠Male Employees: [5]
⢠Female Employees: [5]
⢠Transgender Employees: [0]
For the purpose of the above disclosure, only individuals on the rolls of the Company have been considered. Non-Executive Directors, including Independent Directors, have not been classified as employees of the Company.
MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT 1961:
Pursuant to the provisions of Section 134 of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, it is hereby confirmed that the Company has complied with the provisions of the Maternity Benefit Act, 1961 and that during the financial year under review, no woman employee of the Company was in receipt of maternity benefits, as no such case arose.
AUDITORS
(a) STATUTORY AUDITOR AND THEIR REPORT a. Statutory Auditors:
M/s. KNA Associates, Chartered Accountants (Firm Regn. No. 014111N) were appointed as Statutory Auditors of the Company at AGM held on 30th September, 2024 and they shall be holding their office till the conclusion of AGM relevant to Financial Year 2028-29.
The notes to accounts referred to in the Auditorsâ Report are self-explanatory and therefore, do not call for any further comments.
There is no audit qualification, reservation or adverse remark for the financial year under review.
(b) Secretarial Auditor and its report
As required under section 204 of the Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company is required to appoint a Secretarial Auditor for auditing secretarial and related records of the Company.
Accordingly, M/s Parveen Rastogi & Co., Practicing Company Secretaries, New Delhi, was appointed as Secretarial Auditor for carrying out the secretarial audit of the Company for the Financial Year 2024-2025. The secretarial audit report for the financial year ended 31st March, 2025 is annexed with the Boardâs report as âAnnexure 5â.
(c) Internal Auditor
According to Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, M/S. S V Kumar & CO, having its office at Block E, Pocket 19, Plot No. 317-318 Sector-03, Rohini, Delhi-110085 was appointed as Internal Auditor of the Company for the Financial Year 2024-25 to carry out the roles and responsibilities during the current financial year which are as follows:
The Internal Audit Department conducts comprehensive audit of functional areas and operations of the Company to examine the adequacy and compliance with policies, procedures, statutory and regulatory requirements. Significant audit observations and follow up actions thereon are reported to the Audit Committee. The Audit Committee reviews adequacy and effectiveness of the Companyâs internal control environment and monitors the implementation of audit recommendations. The audit function maintains its independence and objectivity while carrying out assignments. It evaluates on a continuous basis, the adequacy and effectiveness of internal control mechanism. The function also proactively recommends improvement in policies and processes, suggests streamlining of controls against various risks.
Your Company has laid down set of standards, processes and structure, which enables it to implement internal financial control across the Company and ensure that the same are adequate and operating effectively.
EXPLANATION OR COMMENTS ON QUALIFICATIONS. RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS
The notes on account referred to in Auditorâs Report are self-explanatory and, therefore, do not call for any further comments under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014.The Secretarial Audit Report do not contains any observations .
COMPLIANCEWITH.SECRETARIAL STANDARDS
The Company has complied with all the applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013. EXTRACTOF.THE ANNUAL.RETURN
The copy of the Annual Return of the Company for the financial year ended on March 31st, 2025 will be placed on the website of the Company and will be available on the website of the Company i.e. https://www.brandrealty.in/investor-relations.html. CORPORATE.SOCIAL.RESPONSIBILITY.
Your Company does not fall under the criteria as laid down under Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, therefore, there was no requirement to constitute and formulate a committee under Corporate Social Responsibility.
The shares of your company are being traded in electronic form and the Company has established connectivity with Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL). In view of the numerous advantages offered by the Depository system, Members are requested to avail the facility for dematerialization of shares either of the Depositories as aforesaid MANAGEMENT DISCUSSIONSANDANALYSIS.REPORT
As per Regulation 34 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Management Discussion and Analysis report is appended herein. The said report is part of the annual report as âAnnexure-6â.
The Company is not required to mandatorily comply with the provision of Regulation 17 to Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations, 2015) as its equity share capital is less than Rs. 10 Crore and Net Worth is not exceeding Rs. 25 Crores, as on the last day of the previous financial year. WHOLE.TIME.DIRECTORAND.CHIEF.FINANCIALOFFICERCERTIFICATE
In terms of the requirement of the Regulation 17(8) of the SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015, the certificate from Whole Time Director and Chief Financial Officerhad been obtained and is attached in the said annual report as âAnnexure-7&8â
CODE.FOR.PROHIBITION.OF.INSIDER.TRADING.PRACTICES
In compliance of the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has formulated âCode of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Informationâ and âCode of Conduct to Regulate, Monitor and Report Trading by Insidersâ. âCode of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Informationâ prescribes the framework for fair disclosure of events and occurrences that could impact price discovery in the market for securities of the Company and âCode of Conduct to Regulate, Monitor and Report Trading by Insidersâ has been formulated to regulate, monitor and report trading by employees and other connected persons of the Company.
CODE.OF.CONDUCTFOR.THE.BOARD.OF.DIRECTORS AND.THE.SENIOR.MANAGEMENT PERSONNEL
The Board of Directors has approved a Code of Conduct, which is applicable to the members of the Board and all employees in the course of day to day business operations of the Company. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place in business practices and in dealing with stakeholders. All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management personnel are being provided appropriate training in this regard.
APPRECIATION ANDAKNOWLEDGEMENTS
We thank our customers, business associates and bankers for their continued support during the Financial Year. We also place on record our sincere appreciation for the enthusiasm and commitment of Companyâs employees for the growth of the Company and look forward to their continued involvement and support.
Mar 31, 2024
Your Directors have pleasure in presenting the 30th Annual Report on the business and operations of the Company
together with the Audited Financial Statements for the Financial Year ended 31st March, 2024.
FINANCIAL HIGHLIGHTS (Rupees in Lakhs)
|
PARTICULARS |
2023-2024 |
2022-2023 |
|
Total Income |
3166.54 |
103.98 |
|
Expenditure |
2857.35 |
152.73 |
|
Profit/(Loss) before Tax |
309.19 |
(48.74) |
|
Tax Expenses |
(62.14) |
8.43 |
|
Profit/(Loss) for the year |
247.05. |
(40.31) |
|
Earning Per Equity Share |
||
|
Basic |
8.22 |
(1.34) |
|
Diluted |
8.22 |
(1.34) |
COMPANY PERFORMANCE
The overall performance for the financial year ended 31st March, 2024 was satisfactory. During the year of operation, the
Company has earned revenue from operation of Rs. 2673.42 lakhs (against Rs. 90.11 previous year) and other income is
Rs. 493.12 lakhs which includes some of the income from Real estate business also and has registered a net profit of Rs.
247.05 lakhs (against a loss Rs 40.31 Lakhs previous year). However, your Directors are confident that the company will do
much better in future and trying its level best to further improve its performance.
DIVIDEND
No dividend on equity shares has been recommended by the Board for the year ended 31st March, 2024 considering the
future plans of the Company.
FIXED DEPOSITS
The Company has neither invited nor accepted any deposits from the public falling within the preview of Section 73 of the
Act read with the Companies (Acceptance of Deposits) Rule, 2014 during the year. There is no unclaimed or unpaid deposit
lying with the Company.
CHANGE IN THE NATURE OF BUSINESS. IF ANY
During the year under review, there was no change in Nature of Business of company.
MATERIAL CHANGES AND COMMITMENT
No material changes and commitments occurred, which may affect the financial position of the Company, between the end
of the financial year of the Company to which the financial statements relate and the date of the report.
SHARE CAPITAL
(A) Authorized Share Capital
The Authorized Share Capital of the Company stands at Rs.160,000,000/-(divided into 16,000,000 Equity shares
of Rs. 10/- each). During the year, there has been no change in the Authorized Share Capital of the Company.
(B) Paid-up Share Capital
Equity
The paid up Share Capital of the Company stands at Rs.30,044,000/- (divided into 3,004,400 Equity shares of Rs. 10/-
each). During the year, there has been no change in the paid up Share Capital of the Company.
The Company has neither issued shares with differential rights as to dividend, voting or otherwise nor issued shares
(including sweat equity shares) to the employees or Directors of the Company under any scheme.
SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES AND THEIRPERFORMANCE AND FINANCIAL POSITION
The Company does not have any Subsidiaries, Joint Ventures and Associate Companies.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Directors:
During the year under review, there was a Re-appointment of Mrs. Aruna Manchanda as a Director, who retires by rotation
in the AGM held on 26th day of September, 2023.
In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Kamal
Manchanda, whole time Director (having DIN: 00027889) the Company is liable to retire by rotation in the ensuing Annual
General Meeting of the Company, being eligible and offers himself to be re-appointed as a Director of the Company. The Board
recommends his re-appointment for consideration of the Members of the Company at the ensuing Annual General Meeting.
Key Managerial Personnel (KMP):
Mrs. Uma Kumari was appointed as Company Secretary and Compliance officer of the Company w.e.f. 01.01.2024
Board Evaluation;
Pursuant to the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements), Regulations 2015, the Board of Directors has carried out an annual evaluation of its own performance,
Board Committees and of individual directors.
The evaluation process focused on various aspects of the board and its committees such as the size, structure, composition
and expertise of the board, frequency of meetings, effective discharge of functions and duties by Board and Committee
prescribed under the law and as per terms of reference, in case of the committees, ensuring the integrity of the Companyâs
accounting and financial reporting systems, independent audit, internal audit and risk management systems (for Board and
Audit Committee), working in the interests of all the stakeholders of the company and such other factors.
The performance of the board and committees was evaluated by the board after seeking inputs from all the directors.
Independent Directors'' Declaration as required under Section 149(7) of the Companies Act, 2013 read with Schedule
IV of Companies Act 2013;
The Company has received a confirmation/declaration from each of the Independent Directors stating that they meet the
criteria of independence.
The following Non-Executive Directors of the Company are independent in terms of Section 149(6) of the Companies Act,
2013, and the Listing Regulations:
1) Mr. Munish Bhardwaj
2) Mr. Nalin Mohan Mathur
None of the Directors are disqualified for being appointment/re-appointment as directors in terms of Section 164 of the
Companies Act, 2013.
However, Mr. Nalin Mohan Mathur, an Independent Directors of the company is now going to retire due to expiry of two
terms of 5 years of their appointment on 29.9.2024.
NUMBER OF MEETINGS OF THE BOARD
During the financial year 2023-24, Ten (10) Board Meeting were convened. The details of the Board Meetings with regard
to their dates and attendance of each of the
Directors have been produced below;
|
No. of Board Meeting |
Date of Board Meeting |
Attendance of Directors at the Board Meeting |
|
1 |
18/04/2023 |
4 |
|
2 |
30/05/2023 |
4 |
|
3 |
11/08/2023 |
4 |
|
4 |
29/08/2023 |
4 |
|
5 |
16/10/2023 |
4 |
|
6 |
09/11/2023 |
4 |
|
7 |
30/11/2023 |
4 |
|
8 |
02/01/2024 |
4 |
|
9 |
05/02/2024 |
4 |
|
10 |
07/03/2024 |
4 |
The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the SEBI
(LODR) Regulations, 2015.
DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors of the Company have submitted the declaration of Independence as required under Section
149(7) of the Companies Act, confirming that they meet the criteria of independence under Section 149(6) of the Companies
Act and Regulation 16(1) (b) of SEBI LODR Regulations.
VIGIL MECHANISM
Pursuant to the provisions of Section 177(9) & (10) of the Act and the SEBI Listing Regulations, 2015, a Vigil Mechanism
or Whistle Blower Policy for directors, employees and other stakeholders to report genuine concerns has been established.
INTERNAL CONTROL SYSTEM
The Companyâs internal control procedures which include internal financial controls, ensure compliance with various policies,
practices and statutes and keeping in view the organizationâs pace of growth and increasing complexity of operations. The
internal auditor carries out extensive audits throughout the year across all locations and across all functional areas and
submits its reports to the Audit Committee of the Board of Directors.
LISTING
Equity Shares of your Company are listed presently at The Bombay Stock Exchange Limited (BSE). The Annual Listing
Fees for the F.Y. 2023-24 have been paid to the concerned Stock Exchange.
SECRETARIAL STANDARDS
During the year under review, the Company has complied with the provisions of the applicable Secretarial Standards issued
by Institute of Companies Secretaries of India. The Company has devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and such systems
are adequate and operating effectively.
EMPLOYEES BENEFITS
Employee benefits in the form of Gratuity and Staff Welfare Fund are some defined benefit schemes. The contributions to
the Gratuity and Staff Welfare Fund are charged from profit and loss for the year when the contributions are due.
MANNER & CRITERIA OF FORMAL ANNUAL EVALUATION OF BOARDâS PERFORMANCE AND THAT OF ITS
COMMITTEES AND INDIVIDUAL DIRECTORS
In compliance with requirements of the Act and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015,
the formal annual performance evaluation of the Board, its Committees and Individual Directors has been conducted as
under:
A. Manner of evaluation as recommended to the Board by the Nomination and Remuneration Committee
1. The Chairman of the Board consulted each Director separately about the performance of Board, Committees and
other Directors and sought inputs in relation to the above. The Chairman then collated all the inputs and shared the
same with the Board.
2. In respect of the evaluation of Chairman of the Board, the Chairman of the Nomination and Remuneration Committee
collated the inputs from Directors about Chairmanâs performance as a Director of the Board and/or Chairman or the
Member of the Board Committees and shared the same with the Board.
The Board as a whole discussed the inputs on performance of Board/Committees/Individual Directors and performed
the evaluation, excluding the Director being evaluated.
B. Criteria of evaluation as approved by the Nomination and Remuneration Committee;
The aforesaid evaluation was conducted as per the criteria laid down by the Nomination and Remuneration
Committee as follows:
|
Performance Evaluation |
|
|
1) Board as a whole |
⢠Fulfilment of functions of the Board(for instance guiding corporate strategy, risk policy, ⢠Number of Board Meetings held during the year. |
|
2) Board Committees |
⢠Fulfilment of functions of the Committee with reference to its terms of reference, the ⢠Number of Committee Meetings held during the year. |
|
3) Individual Directors |
⢠Fulfilment of responsibilities as a Director as per the Act, SEBI (Listing Obligations & ⢠In case of the concerned Director being Independent Director, Executive Director, ⢠Board and/or Committee meetings attended, ⢠General Meetings attended. |
CONSTITUTION OF AUDIT COMMITTEE [Section 177 of the Companies Act, 2013 and Companies (Meetings of
Board and its Powers Rules, 2014)]
The primary objective of the Committee is to ensure accurate and timely disclosures, with the highest levels of transparency,
integrity and quality of financial reporting. The Committee met four times during the year.
As of the date of this report, the Committee is comprised of three directOors namely Mr. Munish Bhardwaj (Chairman), Mr.
Nairn Mohan Mathur (Member) and Mrs. Aruna Manchanda (Member) of the Company.
Meetings
During the financial year 2023-24, Four (4) meetings of the Audit Committee were held, as detailed herein below. The gap
between two meetings did not exceed the prescribed limits as provided in the act.
The details of the meetings held and the attendance of the Members of the Audit Committee are as detailed herein below:
|
ATTENDANCE |
|||
|
Date of meeting |
MR. MUNISH BHARDWAJ |
MR. NALIN MOHAN |
MRS. ARUNA MANCHANDA |
|
30/05/2023 |
S |
S |
S |
|
11/08/2023 |
S |
S |
S |
|
09/11/2023 |
S |
S |
S |
|
05/02/2024 |
S |
S |
S |
NOMINATION AND REMUNERATION COMMITTEE [Section 178 of the Companies Act, 2013 and Companies
(Meetings of Board and its Powers Rules, 2014)]
Nomination and Remuneration Committee of the Board has been constituted as per section 178 of the Companies Act,
2013 and Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014. The Nomination and Remuneration
Committee shall determine qualifications, positive attributes and independence of a director and recommend to the Board a
policy relating to the remuneration of the directors, Key Managerial Personnel and other employees.
As of the date of this report, the Committee is comprised of three directors namely Mr. Munish Bhardwaj (Chairman),
Mr. Nalin Mohan Mathur (Member) and Mrs. Aruna Manchanda (Member) of the Company.
Meetings
During the financial year 2023-24, the Committee met two times. The details of the meetings held and the attendance
thereat of the Members of the Nomination and Remuneration Committee are as detailed herein below:
|
ATTENDANCE |
|||
|
Date of meeting |
MR. MUNISH BHARDWAJ |
MR. NALIN MOHAN |
MRS. ARUNA |
|
MATHUR |
MANCHANDA |
||
|
30/05/2023 |
S |
S |
S |
|
02/01/2024 |
S |
S |
S |
> STAKEHOLDER RELATIONSHIP COMMITTEE [Section 178 of the Companies Act, 2013 and Companies
(Meetings of Board and its Powers Rules, 2014)]
The composition of the Stakeholders Relationship Committee (SRC) is in line with the Section 178 of the Act read with
Regulation 20 of LODR.
As of the date of this report, the Committee is comprised of three directors namely Mr. Munish Bhardwaj (Chairman), Mr.
Nalin Mohan Mathur (Member) and Mrs. Aruna Manchanda of the Company.
It looks after the stakeholdersâ grievances and redressal of investorsâ complaints related to transfer of shares, non-receipt of
balance sheet, non-receipt of dividend etc.
Meetings
During the financial year 2023-24, the Committee met once. The details of the meetings held and the attendance there at
of the Members of the Stake Holder Relationship Committee are as detailed herein below:
|
ATT |
ENDANCE |
||
|
Date of meeting |
MR. MUNISH |
MR. NALIN MOHAN |
MRS. ARUNA MANCHANDA |
|
09/11/2023 |
S |
S |
S |
RISK MANAGEMENT COMMITTEE
The risk management committee of the Company has been constituted in line with the provisions of Regulation 21 of SEBI
Listing Regulations.
However, the above said committee has been dissolved now with the permission of the Board, as the Company is no longer
require to continue the constitution of this committee for the reason not fall in the list of Top 500 listed Companies based
upon market capitalization.
SEPARATE.MEETING.OF.INDEPENDENTDIRECTORS
Pursuant to the Provisions of Section 149(6) read with Schedule IV to the Companies Act, 2013, a separate meeting of the
Independent directors is required to be held during the year to inter-alia
> reviewed the performance of non-independent directors and the board of directors as a whole;
> reviewed the performance of the Chairperson of the Company, taking into account the views of executive directors and
non-executive directors;
> assessed the quality, quantity and timeliness of flow of information between the management of the Company and the
Board of Directors that is necessary for the Board of Directors to effectively and reasonably perform their duties.
During the year one meeting of the Independent Directors was held on 05/02/2024 without the attendance of any non¬
independent directors and members of the Company. Both the independent directors attended the meeting.
PARTICULARS.OF.EMPLOYEES
Information in accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, regarding employees is given in
âAnnexure-2â.
DIRECTORSâRESPONSIBILITY STATEMENT
The Directors confirm that in the preparation of the Annual Accounts of the Company for the year ended 31st March, 2024 that:
(a) In the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable Accounting
Standards had been followed along with proper explanation relating to material departures;
(b) the directors have selected such Accounting Policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as
at March 31,2024 and of the loss of the Company for that period;
(c) the directors have taken proper and sufficient care 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 directors have prepared the annual financial statements on a going concern basis;
(e) the directors have laid down Internal Financial controls to be followed by the company and that such internal financial
controls are adequate and were operating efficiently; and
(f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that
such systems were adequate and operating effectively.
ADEQUACY OF.INTERNAL.FINANCIAL CONTROLS.WITH.REFERENCE.TO.THE.FINANCIAL STATEMENTS
The Company has put in place necessary internal financial controls which are adequate and are operating effectively. The
controls are adequate for ensuring the orderly and efficient conduct of the business, completeness of accounting records
and timely preparation of reliable financial information, besides adherence to the Company''s policies, safeguarding of
assets, prevention and detection of frauds and errors, accuracy, etc.
DETAILS.OF.FRAUD.REPORTED.BY AUDITORS.
No fraud has been noticed or reported by the Auditors including internal auditor and secretarial auditor of the Company as
per Section 134 (3) (c&a) of the Companies Act, 2013 read with Companies (Amendment) Act, 2015.
PARTICULARS.OF.LOANS,.GUARANTEES.OR.INVESTMENTS,
The Company has not given any Loan and/or provided Guarantee and Investment which are in excess of the limits as
mentioned in the provisions of Section 186 of the Companies Act, 2013 and rules made there under. There has been no
default in repayment of deposits or payment of interest thereon during the financial year ended on 31st March, 2024. Further,
there are no deposits, which are in non-compliance with the requirements of Chapter V of the Act.
PARTICULARS.OF.CONTRACTS.OR ARRANGEMENT.WITH.RELATED.PARTIES
Related party transactions entered during the period under review are disclosed in the Note 26 of the Financial Statements
of the company for the financial year ended March 31, 2024. These transactions entered were at an armâs length basis
and in the ordinary course of business. There were no materially significant related party transactions with the Companyâs
Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the
Company.
The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board
may be accessed on the Companyâs website
DISCLOSURE UNDER SUB- SECTION (3) OF SECTION 134 OF COMPANIES ACT, 2013, READ WITH RULE 8(3) OF
THE.COMPANIES.(ACCOUNTS).RULES,.2014
The details forming part of the extract of Conservation of Energy, Technology Absorption is annexed herewith as âAnnexure 3â.
A. CONSERVATION OF ENERGY
Your Company is not engaged in any manufacturing activity and thus its operations are not energy intensive. However,
adequate measures are always taken to ensure optimum utilization and maximum possible saving of energy.
B. TECHNOLOGY ABSORPTION
Your Company actively pursues a culture of technology adoption, leveraging on the advancement to serve customers
better, manage process efficiently and economically and strengthen control systems. The Company has maintained a
technology friendly environment for its employees to work in. In keeping with the current trends in the areas of digital
marketing and social media, the Company has effectively used these avenues in positioning itself in the market place
and gain better Customer engagement.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
There was no earnings and outgo in foreign exchange during the year under review.
D. DETAILS OF APPLICATION MADE OR PROCESSING PENDING UNDER INSOLVENCY AND BANKRUPTCY
CODE, 2016
During the year under review, there was no application made or proceeding pending in the name of the Company
under the Insolvency Bankruptcy Code, 2016.
E. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION
WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS
During the year under review, there has been no one time settlement of loans taken from Banks and Financial
Institutions.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING
THE.GOING.CONCERN.STATUS AND.COMPANYâS.OPERATIONS.IN.FUTURE
Your directors confirm that no significant and/or material order(s) had been passed against the Company during the financial
year 2023-24 which may adversely impact the status of ongoing concern and operations in future of the Company.
POLICIES
We seek to promote and follow the highest level of ethical standards in all our business transactions guided by our
value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation
of certain policies for all listed companies. All our corporate governance policies are available on our website www.
brandrealty.in
The policies are reviewed periodically by the Board and updated based on need and new compliance
requirement. In addition to its Code of Conduct and Ethics, key polices that have been adopted by the company
are as follows:
|
S. No. |
Name of the Policy |
Brief Description |
|
1. |
Whistle blower Policy [Regulation 22 of SEBI |
Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act, 2013 |
|
2. |
Nomination Remuneration & [Regulation 19 of SEBI |
The Board has on the recommendation of the Nomination & Remuneration |
|
3. |
Prevention, Prohibition |
The Company has in place a Policy on Prevention, Prohibition &Redressal |
|
4. |
Risk Management Policy |
Your Company has formulated and adopted a Risk Management Policy. The Board of Directors is overall responsible for identifying, evaluating and |
|
5. |
Related Party Transaction [Regulation 23 of SEBI |
Related Party Transaction Policy, as formulated by the Company, defines the |
|
rfel Ant |
The Policy provides the framework in dealing with securities of the company. |
|
7. |
Document Retention |
and |
Pursuant to SEBI (LODR) Regulations, 2015 it mandates that every listing entity |
|
Archival Policy |
shall formulate a policy for preservation of documents and Regulation 30(8) |
||
|
8. |
Materiality Disclosure [Regulation 30 of SEBI |
Pursuant to SEBI (LODR) Regulations, 2015 it mandates that every listed entity |
|
DISCLOSURE_UNDER_SEXUAL_HARASSMENT OF_WOMEN_&_WORKPLACE_(PREVENTION,_PROHIBITION_AND
RESDRESSAL)_ACT,_2013
As per the Sexual Harassment of Women at Workplace (Prevention, Prohibition &Redressal) Act ,2013 your Company has
taken the initiatives towards any action on the part of any executive, which may fall under the ambit of âSexual Harassment
at workplace, and is fully committed to uphold and maintain the dignity of every women working in the premises of the
Company. The Policy provides for protection against sexual harassment of woman at workplace and for prevention of such
complaints.
Number of complaints pending as on the beginning of the period - NIL
Number of complaints filed during the financial period - NIL
Number of complaints pending as on the end of the period - NIL
AUDITORS
(a) STATUTORY AUDITOR AND THEIR REPORT
M/s Shyam Rastogi & Co., Chartered Accountants, having ICAI Firm Registration No. 506951C were appointed as the
Statutory Auditors of the Company at the Annual General Meeting held in the year 2022 for a period of five years, from the
conclusion of the 28th Annual General Meeting of the Company until the conclusion of the 33rd Annual General Meeting of
the Company. But they have tendered their resignation on 05.08.2024 from the position of Statutory Auditors due
to pre occupation in other assignments, resulting into a casual vacancy in the office of Statutory Auditors of the
company as envisaged by section 139(8) of the Companies Act, 2013 (âActâ).
Casual vacancy caused by the resignation of auditors filled up by the Company in this ensuing Annual general meeting.
Board proposes that M/s. KNA Associates., Chartered Accountants (Firm Regn. No. 014111N), (New Auditor) be appointed
as the Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s Shyam Rastogi & Co.,
Chartered Accountant, (Old Auditor) Chartered Accountants, Delhi.
M/s. KNA Associates, Chartered Accountants (Firm Regn. No. 014111N) (New Auditor), have conveyed their consent to
be appointed as the Statutory Auditors of the Company along with a confirmation that, their appointment, if made by the
members, would be within the limits prescribed under the Companies Act, 2013 and that they are not disqualified for such
appointment within the meaning of Section 139 of the Companies Act, 2013.
There is no audit qualification, reservation or adverse remark for the financial year under review.
(b) Secretarial Auditor and its report
As required under section 204 of the Act, 2013 and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules 2014, the Company is required to appoint a Secretarial Auditor for auditing secretarial and related records
of the Company.
Accordingly, M/s Parveen Rastogi & Co., Practicing Company Secretaries, New Delhi, were appointed as Secretarial
Auditor for carrying out the secretarial audit of the Company for the Financial Year 2023-2024. The secretarial audit report
for the financial year ended 31st March, 2024 is annexed with the Boardâs report as âAnnexure 5â.
(c) Internal Auditor
According to Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, Mr. Amit Rastogi
having its office at 1B/14B, Ashok Vihar, Phase-1, New Delhi-110052 was appointed as Internal Auditor of the Company for
the Financial Year 2023-24 to carry out the roles and responsibilities during the current financial year which are as follows:
The Internal Audit Department conducts comprehensive audit of functional areas and operations of the Company to
examine the adequacy and compliance with policies, procedures, statutory and regulatory requirements. Significant audit
observations and follow up actions thereon are reported to the Audit Committee. The Audit Committee reviews adequacy and
effectiveness of the Companyâs internal control environment and monitors the implementation of audit recommendations. The
audit function maintains its independence and objectivity while carrying out assignments. It evaluates on a continuous basis,
the adequacy and effectiveness of internal control mechanism. The function also proactively recommends improvement in
policies and processes, suggests streamlining of controls against various risks.
Your Company has laid down set of standards, processes and structure, which enables it to implement internal financial
control across the Company and ensure that the same are adequate and operating effectively.
EXPLANATION OR COMMENTS ON QUALIFICATIONS. RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS
MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
The notes on account referred to in Auditorâs Report are self-explanatory and, therefore, do not call for any further comments
under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014.
The Secretarial Audit Report contains following observations along with management reply:
|
S. No. |
Observations |
Management Reply |
|
1. |
Mr. Nalin Mohan Mathur was appointed as an Independent |
The Management informed that the |
|
2. |
As per Regulation 6(1) of SEBI (LODR) Regulations, 2015, |
The Management informed that the |
|
3. |
Munish Bhardwaj was appointed as Independent director of |
This was not intentional but rather a |
COMPLIANCEWITH.SECRETARIAL STANDARDS
The Company has complied with all the applicable mandatory Secretarial Standards issued by the Institute of Company
Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.
EXTRACTOF.THE ANNUAL.RETURN
The copy of the Annual Return of the Company for the financial year ended on March 31st, 2024 will be placed on the
website of the Company and will be available on the website of the Company i.e. www.brandrealty.in.
CORPORATE.SOCIAL.RESPONSIBILITY.
Your Company does not fall under the criteria as laid down under Section 135 of the Companies Act, 2013 read with
Companies (Corporate Social Responsibility Policy) Rules, 2014, therefore, there was no requirement to constitute and
formulate a committee under Corporate Social Responsibility.
DEMATERAILIZATION.OF.SHARES,
The shares of your company are being traded in electronic form and the Company has established connectivity with Central
Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL). In view of the numerous
advantages offered by the Depository system, Members are requested to avail the facility for dematerialization of shares
either of the Depositories as aforesaid
MANAGEMENT DISCUSSIONSANDANALYSIS.REPORT
As per Regulation 34 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015,
the Management Discussion and Analysis report is appended herein. The said report is part of the annual report as
âAnnexure-6â.
CORPORATE.GOVERNANCE
The Company is not required to mandatorily comply with the provision of Regulation 17 to Regulation 27 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations, 2015) as its equity share capital is less
than Rs. 10 Crore and Net Worth is not exceeding Rs. 25 Crores, as on the last day of the previous financial year.
WHOLE.TIME.DIRECTORAND.CHIEF.FINANCIALOFFICERCERTIFICATE
In terms of the requirement of the Regulation 17(8) of the SEBI (Listing Obligation & Disclosure Requirements) Regulation,
2015, the certificate from Whole Time Director and Chief Financial Officerhad been obtained and is attached in the said
annual report as âAnnexure-7 & 8 â
CODE.FORPROHIBITION.OFJNSIDERTRADING.PRACTICES
In compliance of the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has formulated
âCode of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Informationâ and âCode of Conduct to
Regulate, Monitor and Report Trading by Insidersâ. âCode of Practices and Procedures for Fair Disclosure of Unpublished
Price Sensitive Informationâ prescribes the framework for fair disclosure of events and occurrences that could impact price
discovery in the market for securities of the Company and âCode of Conduct to Regulate, Monitor and Report Trading by
Insidersâ has been formulated to regulate, monitor and report trading by employees and other connected persons of the
Company.
CODE.OF.CONDUCTFOR.THE.BOARD.OF.DIRECTORS AND.THE.SENIOR.MANAGEMENT PERSONNEL
The Board of Directors has approved a Code of Conduct, which is applicable to the members of the Board and all employees
in the course of day to day business operations of the Company. The Code lays down the standard procedure of business
conduct which is expected to be followed by the Directors and the designated employees in their business dealings and
in particular on matters relating to integrity in the work place in business practices and in dealing with stakeholders. All
the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management
personnel are being provided appropriate training in this regard.
APPRECIATION ANDAKNOWLEDGEMENTS,
We thank our customers, business associates and bankers for their continued support during the Financial Year. We also
place on record our sincere appreciation for the enthusiasm and commitment of Companyâs employees for the growth of the
Company and look forward to their continued involvement and support.
By Order of the Board of Directors
For Tradewell Holdings Limited
Sd/- Sd/-
Kamal Manchanda Aruna Manchanda
(Whole Time Director) (Director)
DIN: 00027889 DIN: 00027965
Date: September 02, 2024
Place: Delhi
Mar 31, 2015
Dear Members,
The Directors have great pleasure in presenting the Annual Report
together with the Audited Statement of Annual Accounts for the Year
ended 31st March, 2015.
FINANCIAL RESULTS: (Rupees in lakhs)
2014-2015 2013-2014
income from Operation 326.51 315.60
Expenditure 292.71 290.31
Gross Profit after Interest 33.80 25.29
But before Depreciation and Tax
Less: Depreciation 19.10 9.70
Profit after Depreciation 14.70 15.59
Provision For Tax 6.62 3.10
Profit available for appropriation 8.08 12.49
Transfer to General Reserve 0.00 0.00
Balance retained in Profit & Loss Account 8.08 12.49
PERFORMANCE
The over all performance for the financial year ended 31st March, 2015
was satisfactory. The profits of company earned during the year
amounted to Rs. 8,08,083/- However, your Directors are confident that
the company will do much better in future and trying its level best to
further improve its performance.
DIVIDEND
In order to conserve resources for expanding the business, your
Directors have opined not to recommend any dividend for the year
2014-2015.
SHARE CAPITAL
(A) Authorised Share Capital
The Authorised Share Capital of the Company stands at Rs.
160,000,000/-(divided into 16,000,000 Equity shares of Rs.10/- each).
During the year, there has been no change in the Authorised Share
Capital of the Company.
(B) Paid-up Share Capital Equity
The paid up Share Capital of the Company stands at Rs. 30,044,000/-
(divided into 3,004,400 Equity shares of Rs.10/- each). During the
year, there has been no change in the paid up Share Capital of the
Company.
MANAGEMENT DISCUSSIONS AND ANALYSIS:
As per clause 49 of the Listing Agreement with the Stock Exchanges, the
Management Discussion and Analysis report is annexed as "Annexure-1" to
this Report.
SUBSIDIARY COMPANY
Your Company has one subsidiary namely Ecopulse Infra Limited as on
March 31,2015 and holds 51% shares (4,84,500) in it. There are no
associate companies within the meaning of Section 2(6) of the Companies
Act, 2013 ("Act"). There has been no material change in the nature of
the business of the subsidiaries. A separate statement containing the
salient features of the financial statements of the company,s
subsidiary is being provided in Form AOC-1 alongwith financial
statements in terms of Section 129 (3) of the Companies Act, 2013
Pursuant to the provisions of section 136 of the Act, the financial
statements of the Company, consolidated financial statements along with
relevant documents and separate audited accounts in respect of
subsidiaries, are available on the website of the Company.
The Details of the Subsidiary Company are as follows:
Name of the Company Ecopulse Infra Limited
CIN U45400UP2013PLC068389
Registered Office C-450, Sector-10, Noida Uttar Pradesh-201301
The company has sold all of its 51 % holding in the subsidiary company
on 22-04-2015 and is no longer a subsidiary effective 22-04-2015.
CONSOLIDATED FINANCIAL STATEMENTS
Your Directors have pleasure in attaching the consolidated financial
statement pursuant to clause 32 of the listing agreement entered into
with the stock exchange and prepared in accordance with the accounting
standard prescribed by the ICAI in this regard and forms part of the
annual report.
EMPLOYEE REMUNERATION
(A) The ratio of the remuneration of each director to the median
employee,s remuneration and other details in terms of sub-section 12 of
Section 197 of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, are forming part of this report and is annexed as "Annexure - 2"
to this Report.
(B) The statement containing particulars of employees as required under
Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and Rule
5 (3) of the Companies(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, forms part of this report. In terms of Section
136 of the Companies Act, 2013 the same is open for inspection at the
Registered Office of the Company. Copies of this statement may be
obtained by the members by writing to the Company.
EMPLOYEES BENEFITS
Retirement benefit in the form of provident fund is a defined
contribution scheme. The contributions to the provident fund are
charged to the statement to the profit and loss for the year when the
contributions are due.
Provision has been made in the accounts for expenses of gratuity.
DISCLOSURE UNDER SUB- SECTION(3) OF SECTION 134 OF COMPANIES ACT, 2013,
READ WITH RULE 8(3) OF THE COMPANIES (ACCOUNTS) RULES, 2014
A. CONSERVATION OF ENERGY
Your Company is not engaged in any manufacturing activity and thus its
operations are not energy intensive. However, adequate measures are
always taken to ensure optimum utilisation and maximum possible saving
of energy.
B. TECHNOLOGY ABSORPTION
Your Company actively pursues a culture of technology adoption,
leveraging on the advancements in technology to serve customers better,
manage process efficiently and economically and strengthen control
systems. The Company has maintained a technology friendly environment
for its employees to work in. In keeping with the current trends in the
areas of digital marketing and social media, the Company has
effectively used these avenues in positioning itself in the market
place and gain better Customer engagement.
C. FOREIGN EXCHANGE EARNINGS & OUTGO
There were no earnings and outgo in foreign exchange during the year
under review.
CODES, STANDARDS AND POLICIES AND COMPLIANCES THEREUNDER
CODE OF CONDUCT FOR THE BOARD OF DIRECTORS AND THE SENIOR MANAGEMENT
PERSONNEL
Your Company has adopted a Code of Conduct for its Board of Directors
and the Senior Management Personnel. The Code requires the Directors
and employees of the Company to act honestly, ethically and with
integrity and in a professional and respectful manner. During the year
under review, the Code of Conduct was revised as per the revised Clause
49 of the Listing Agreement. A declaration by Chairman & Whole Time
Director with regard to compliance with the said code, forms part of
this Annual Report.
CODE FOR PROHIBITION OF INSIDER TRADING PRACTICES
Your Company has in place a Code for Prevention of Insider Trading
Practices in accordance with the Model Code of Conduct, as prescribed
under Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 1992, as amended and has duly complied with the
provisions of the said code. The details of the same are provided in
Corporate Governance Report forming part of this Annual Report.
WHISTLE BLOWER POLICY
Pursuant to the provisions of Section 177 (9) & (10) of the Companies
Act, 2013 read with Rule 7 of Companies (Meetings of Board and its
Powers) Rules, 2014 and Clause 49 of the Listing Agreement, the Company
has adopted a Whistle Blower Policy, which provides for a vigil
mechanism that encourages and supports its Directors and employees to
report instances of unethical behaviour, actual or suspected, fraud or
violation of the Company,s Code of Conduct or Ethics Policy. It also
provides for adequate safeguards against victimisation of persons who
use this mechanism and direct access to the Chairman of the Audit
Committee in exceptional cases. The details of the same are provided in
Corporate Governance Report forming part of this Annual Report.
PREVENTION, PROHIBITION & REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE
The Company has in place a Policy on Prevention, Prohibition &
Redressal of Sexual Harassment of Women at Workplace and an Internal
Complaints Committee (ICC) has been constituted thereunder. The primary
objective of the said Policy is to protect the women employees from
sexual harassment at the place of work and also provides for punishment
in case of false and malicious representations.
COMPREHENSIVE RISK MANAGEMENT POLICY
Your Company has formulated and adopted a Comprehensive Risk Management
Policy which covers a formalised Risk Management Structure, alongwith
other aspects of Risk Management i.e. Credit Risk Management,
Operational Risk Management, Market Risk Management and Enterprise Risk
Management. The Risk Management Committee of the Board, on periodic
basis, oversees the risk management systems, processes and minimization
procedures of the Company.
NOMINATION REMUNERATION & EVALUATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration
Committee framed a Nomination Remuneration & Evaluation Policy, which,
inter-alia, lays down the criteria for identifying the persons who are
qualified to be appointed as Directors and/or Senior Management
Personnel of the Company, alongwith the criteria for determination of
remuneration of Directors, KMPs and other employees and their
evaluation and includes other matters, as prescribed under the
provisions of Section178 of Companies Act, 2013 and Clause 49 of the
Listing Agreement. The details of the same are provided in Corporate
Governance Report forming part of this Annual Report.
RELATED PARTY TRANSACTION POLICY
Related Party Transaction Policy, as formulated by the Company, defines
the materiality of related party transactions and lays down the
procedures of dealing with Related Party Transactions. The details of
the same are provided in Corporate Governance Report forming part of
this Annual Report.
LISTING OF SECURITIES
The Company,s Shares are listed at The Bombay Stock Exchange Ltd.,
Mumbai. The address of the Stock Exchange is Phiroze Jeejeebhoy Towers,
Dalal Street, Mumbai, Maharashtra 400001 .The company has paid listing
fees to The Stock Exchange, Mumbai for the year 2015-2016.
DIRECTORS & KEY MANAGERIAL PERSONNEL
A brief resume of all the Directors, nature of their expertise in
specific functional areas and names of companies in which they hold
directorships, memberships/ chairmanships of Board Committees and their
shareholding in the Company are provided below:
Mr. Kamal Manchanda, age 53 years, is a B. Tech. Graduate and has wide
experience in the field of Real Estate and financial sector. He is also
Director in other Companies viz. Era Resorts Private Limited, Sahil
Securities Private Limited, Brand Realty Private Limited, Tradewell
Portfolios Private Limited, KR Buildtech Private Limited, Geek
Securities(India) Private Limited, Picasso Hospitality Private Limited,
Elite Realty Infratech Private Limited, GSU E Consulting Private
Limited, Indura Finlease Private Limited, Tradexpan (INDIA) Private
Limited, Centre Point Hospitality Management Private Limited, Sahil and
Elite Stock Broking Limited, Repoi Real Estate Services Private
Limited, Realtor Today Private Limted, Elite Landbuild Private Limited,
Elite Realbuild Private Limited, and Ecopulse Infra Limited. He is also
a member of Share Transfer and Investor Grievance Committee and audit
committee of your Company. He holds 12,92,945 Equity Shares in your
Company.
Mrs. Aruna Manchanda, age 45 years, is an Arts Graduate and has wide
experience in the field of education and financial sector. She is also
Director in other Companies viz. Sahil Securities Private Limited,
Brand Realty Private Limited, Tradewell Portfolios Private Limited,
Realtor Today Private Limted, Repoi Real Estate Services Private
Limited and Designated Partner in Ohaana Clothing LLP. She is also a
member of Share Transfer and Investor Grievance Committee, Nomination
and Remuneration Committee and Audit Committee of your Company. She
holds 7,55,760 Equity Shares in your Company.
In accordance with the requirements of the Companies Act, 2013 and the
Company,s Articles of Association, She is liable to retire by rotation
in this AGM and being eligible, offered herself for reappointment.
Directors solicit their approval for her reappointment as a director of
the Company Mr. Surendra Kancheti, age 56 years, is a Chartered
Accountant and has wide experience in the field of accounts, financial
market and wealth management. He is Independent director of your
company. He is also a Director in other companies viz. Sri Agencies &
Logistics Private Limited and Wealth Creators Private Limited. He is
also a member of Audit Committee and Nomination and Remuneration
Committee of your Company. He does not hold any share in your Company.
Mr. Nalin Mohan Mathur, age 61 years is a M.A. Post Graduate in
Economics and has wide experience in the field of export management. He
is not a director in any other company. He does not hold any share in
your Company. He is Independent director of your company from 31st July
2013. He is also a member of Audit Committee, Nomination and
Remuneration Committee and Share Transfer and Investor Grievance
Committee of your Company.
During the year under review, Ms. Shilpi Kulshrestha was appointed as
the Company Secretary of the Company with effect from 31st October,
2014 and resigned with effect from 22nd November, 2014.
All Independent Directors have given declarations that they meet the
criteria of independence as laid down under Section 149(6) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement.
Based on the confirmations received, none of the Directors are
disqualified for being appointed/ reappointed as directors in terms of
Section 164 the Companies Act, 2013 with effect from September 04,
2014.
During the year under review, Mr. Kamal Manchanda was designated as the
Key Managerial Personnel of the Company, as per the provisions of
Companies Act, 2013.
During the year under review, the Board of Directors appointed Mr.
Nikhil Agarwal as a Chief Financial Officer effective 22.11.2014 as per
the provisions of Companies Act, 2013.
DIRECTOR'S RESPONSIBILITY STATEMENT
Your Directors would like to inform that the audited accounts containing
the Financial Statements for the year ended 31st March, 2015 are in
conformity with the requirements of the Companies Act, 2013 and they
believe that the financial statements reflect fairly the form and
substance of transactions carried out during the year and reasonably
present the Company,s financial condition and results of operations.
These Financial Statements are audited by M/s. R. Rastogi & Co.,
Chartered Accountants Statutory Auditors of the Company.
Pursuant to the provisions of Section 134(5) of the Companies Act,
2013, it is hereby confirmed that:
(a) in the preparation of the annual accounts for the year ended March
31, 2015, 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 as at March 31,2015 and of the profit 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 the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
(d) the directors had prepared the annual financial statements on a
going concern basis;
(e) the directors had laid down Internal Financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively; and
(f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively
BOARD MEETINGS
The Company holds at least four Board meetings in a year, one in each
quarter, inter-alia, to review the financial results of the Company.
The Company also holds additional Board Meetings to address its
specific requirements, as and when required. All the decisions and
urgent matters approved by way of circular resolutions are placed and
noted at the subsequent Board meeting. Annual calendar of meetings of
the Board are finalised well before the beginning of the financial year
after seeking concurrence of all the Directors.
During the financial year 2014-15, Twelve (12) Board Meetings were
convened and held. The intervening gap between the Meetings was within
the period prescribed under the Companies Act, 2013 and the Listing
Agreement. The details of the Board meetings held during the year along
with the attendance of the respective Directors thereat are set out in
the Corporate Governance Report forming part of this Annual Report and
annexed as "Annexure-3".
INTERNAL AUDIT & INTERNALFINANCIAL CONTROL SYSTEMS
The Company has an Internal Audit Department, headed by a Senior
Management Personnel, Mr. Ankit Kapur Prop. of M/s Kapur & Associates,
Chartered Accountant, was appointed as an Internal Auditor under the
provisions of Section 138 of the Companies Act, 2013 who reports to the
Audit Committee of the Board.
The Internal Audit Department conducts comprehensive audit of
functional areas and operations of the Company to examine the adequacy
of and compliance with policies, procedures, statutory and regulatory
requirements. Significant audit observations and follow up actions
thereon are reported to the Audit Committee. The Audit Committee
reviews adequacy and effectiveness of the Company,s internal control
environment and monitors the implementation of audit recommendations.
The audit function maintains its independence and objectivity while
carrying out assignments. It evaluates on a continuous basis, the
adequacy and effectiveness of internal control mechanism. The function
also proactively recommends improvement in policies and processes,
suggests streamlining of controls against various risks.
Your Company has laid down set of standards, processes and structure,
which enables it to implement internal financial control across the
Company and ensure that the same are adequate and operating
effectively.
MATERIAL CHANGE
There was no material change affecting the financial position of the
company between the date of balance sheet and the date of this report,
except for the sale of subsidiary company.
SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Board of Directors of the Company had
appointed M/s. Parveen Rastogi & Co, Practicing Company Secretaries, to
undertake the Secretarial Audit of the Company for the financial year
2014-15. The Secretarial Audit Report for the financial year ended
March 31, 2015, is annexed as "Annexure - 4" to this report. The said
report, does not contain any qualification, reservation or adverse
remark, and thus do not call for any further comments.
AUDITORS
M/s R. Rastogi & Co., Chartered Accountants the Company,s Auditors
retire at the conclusion of this Annual General Meeting and being
eligible offer themselves for re-appointment which, if made, will be in
confirmation with the provisions of Section 139 of Companies Act, 2013
and Rules made thereunder.
AUDITOR,S REPORT AND NOTES ON ACCOUNT
The observations made by the auditors are self explanatory and have
also been further simplified in the notes to accounts.
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The procedures
selected depend on the auditor,s judgement, including the assessment of
the risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the Company,s preparation and
fair presentation of the financial statements in order to design audit
procedures that are appropriate in the circumstances. An audit also
includes evaluating the appropriateness of accounting policies used and
the reasonableness of the accounting estimates made by management, as
well as evaluating the overall presentation of the financial
statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.
AUDIT COMMITTEE & OTHER BOARD COMMITTEES
The Company has a duly constituted Audit Committee as per the
provisions of Section 177 of Companies Act, 2013 and Clause 49 of the
Listing Agreement with the stock exchanges. The Board of Directors has
constituted other committees namely - Nomination and Remuneration
Committee, Share Transfer and Investor Grievance Committee and Risk
Management Committee which enables the Board to deal with specific
areas / activities that need a closer review and to have an appropriate
structure to assist in the discharge of their responsibilities. The
details of the composition of the Audit Committee alongwith that of the
other Board committees and their respective terms of reference are
included in the Corporate Governance Report forming part of this Annual
Report. The Audit Committee and other Board Committees meet at regular
intervals and ensure to perform the duties and functions as entrusted
upon them by the Board. The details of the Audit Committee and other
Board Committees are also set out in the Corporate Governance Report
forming part of this Annual Report.
RELATED PARTY TRANSACTIONS
There were no materially significant related party transactions i.e.
transactions of material nature, with its promoters, directors or
senior management or their relatives etc. that may have potential
conflict with the interest of company at large. Transactions entered
with related parties as defined under the Companies Act, 2013 and
Clause 49 of the Listing Agreement during the financial year 2014-15
were mainly in the ordinary course of business and on an arm,s length
basis.
Prior approval of the Audit Committee is obtained by the Company before
entering into any related party transaction as per the applicable
provisions of Companies Act, 2013 and Clause 49 of the Listing
Agreement. As per the provisions of Section 188 of the Companies Act
2013, approval of the Board of Directors is also obtained for entering
into Related Party Transactions by the Company. A quarterly update is
also given to the Audit Committee and the Board of Directors on the
related party transactions undertaken by the Company for their review
and consideration.
During the year, the Company has not entered into any material
contract, arrangement or transaction with related parties, as defined
under Clause 49 of the Listing Agreement and Related Party Transaction
Policy of the Company.
The policy on Related Party Transactions as approved by the Board is
uploaded on the Company,s website. None of the Directors have any
pecuniary relationships or transactions vis-a-vis the Company.
CORPORATE GOVERNANCE
Your Company has taken adequate measures to ensure that the provision
of Corporate Governance as prescribed under Clause 49 of the Listing
Agreement with Stock Exchange are complied with. A detailed report on
Corporate Governance, alongwith a certificate from Parveen Rastogi &
Co., Company Secretary in whole time practice on its Compliance by the
Company forms part of this report.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act,
2013 read with Rule 12 of the Companies (Management and Administration)
Rules, 2014,the extract of the Annual Return as at March 31,2015, in
the prescribed form MGT 9, forms part of this report and is annexed as
"Annexure - 5".
ACKNOWLEDGEMENT
Your Director,s wish to place on records their gratitude to, the
Companies Customers, Bankers, Shareholders, dealers and suppliers for
their assistance and co-operation and who have helped the company in
its endeavor. The board also places on record its deep appreciation for
the excellent support received from the employees at all level during
the year.
By order of the Board of Directors
Sd/- Sd/-
Aruna Manchanda Kamal Manchanda
Place: Delhi (Director) (Whole time Director)
Dated: 05/09/2015 DIN : 00027965 DIN: 00027889
Mar 31, 2014
TO THE MEMBERS OF BRAND REALTY SERVICES LIMITED
The Directors are happy to present the Annual Report of the Company
together with the Audited Accounts for the year ended March 31st 2014
FINANCIAL RESULTS: (Rupees in lakhs)
Current year ended Previous year ended
(12 months) (12 months)
31-03-2014 31-03-2013
Income/(Loss) from Operation 315.60 202.18
Expenditure 290.31 164.27
Gross Profit/(Loss) after Interest
but before Depreciation and Tax 25.29 37.91
Depreciation 9.70 8.75
Profit/(Loss) after Depreciation 15.59 29.16
Provision for Tax 3.10 9.96
Less/ Add:-Income Tax paid/W.Back 0.00 0.62
Profit available for appropriation 12.49 18.58
Transfer to General Reserve 0.00 0.00
Balance retained in Profit & Loss
Account 12.49 18.58
DIVIDEND:
Due to inadequate profits and in order to conserve resources for
expanding the business, your Directors have opined not to recommend any
dividend for the year 2013-2014.
PERFORMANCE:
The Company has made a profit during the year. The Company is hopeful
of maintaining and improving its positions in the future.
MANAGEMENT DISCUSSIONS AND ANALYSIS:
As per clause 49 of the Listing Agreement with the Stock Exchanges, the
Management Discussion and Analysis report is appended herein.
DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Sec.217 (2AA) of the Company''s Act,
1956 with respect to Directors'' Responsibility Statement, it is hereby
confirmed:
(i) In the preparation of the accounts, the applicable accounting
standards have been followed;
(ii) That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year ended 31st
March 2014, and of the profit of the Company for that year;
(iii) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
(iv) That the Directors have prepared the Annual Accounts on a "going
concern" basis.
CORPORATE GOVERNANCE:
A Report on Corporate Governance as required under Clause 49 of the
Listing Agreement entered into with the Stock Exchanges, forms part of
the Annual Report. A certificate from Parveen Rastogi & Co., Company
Secretary in whole time practice confirming compliance with the
conditions of Corporate governance as stipulated under the aforesaid
Clause 49, also forms part of the Annual Report.
DIRECTORS:
A brief resume of all the Directors, nature of their expertise in
specific functional areas and names of companies in which they hold
directorships, memberships/ chairmanships of Board Committees and their
shareholding in the Company are provided below:
Mr. Kamal Manchanda, aged 52 years, is a B. Tech. Graduate and has wide
experience in the field of Real Estate and financial sector. He is also
Director in other Companies viz. Era Resorts Private Limited, Sahil
Securities Private Limited, Brand Realty Private Limited, Tradewell
Portfolios Private Limited, KR Buildtech Private Limited, Geek
Securities(India) Private Limited, Picasso Hospitality Private Limited,
Elite Realty Infratech Private Limited, GSU E Consulting Private
Limited, Indura Finlease Private Limited, Tradexpan (INDIA) Private
Limited, Centrepoint Hospitality Management Private Limited, Sahil and
Elite Stock Broking Limited, Repoi Real Estate Services Private
Limited, Realtor Today Private Limited, Elite Landbuild Private
Limited, Elite Realbuild Private Limited, and Ecopulse Infra Private
Limited. He is also a member of Share Transfer and Investor Grievance
Committee and audit committee of your Company. He holds 1,220,651
Equity Shares in your Company.
In accordance with the requirements of the Companies Act, 2013 and the
Company''s Articles of Association, he is liable to retire by rotation
in this AGM and being eligible, offered himself for reappointment.
Directors solicit their approval for his reappointment as a director of
the Company.
Mrs. Aruna Manchanda, age 44 years, is an Arts Graduate and has wide
experience in the field of education and financial sector. She is also
Director in other Companies viz. Era Resorts Private Limited, Sahil
Securities Private Limited, Brand Realty Private Limited ,Realtor Today
Private Limited,Repoi Real Estate Services Private Limited and
Tradewell Portfolios Private Limited. She is also a member of Share
Transfer and Investor Grievance Committee of your Company. She holds
7,55,760 Equity Shares in your Company.
Mr. Surendra Kancheti, age 55 years, is a Chartered Accountant and has
wide experience in the field of accounts, financial market and wealth
management. He is Independent director of your company. He is also a
Director in other companies viz. Sri Agencies & Logistics Private
Limited and Wealth Creators Private Limited. He is also a member of
Audit Committee of your Company. He does not hold any share in your
Company.
Mr. Nalin Mohan Mathur, age 60 years is a M.A. Post Graduate in
Economics and has wide experience in the field of export management. He
is not director in any other company. He does not hold any share in
your Company. He is an Independent director of your company from 31st
July 2013. He is also a member of Audit Committee of your Company.
SUBSIDIARY COMPANY
The Company has a subsidiary company "Ecopulse Infra Private Limited".
Annual Accounts of the Company are annexed thereto.
PARTICULARS OF EMPLOYEES:
There is no information required to be given as per section 217(2 A)
Companies Act, 1956 read with the Companies (particulars of Employees)
rules, 1975 for the year under review as none of the employees falls in
this category.
PUBLIC DEPOSITS
During the year under review your company has not invited any deposits
from the Public U/s 58 A Act of the Companies Act, 1956 read with
Companies (Acceptance of deposits) Rules, 1975.
LISTING
The company''s shares are listed on The Stock Exchange, Mumbai. The
company has paid listing fees to The Stock Exchange, Mumbai for the
year 2014-2015.
The Company''s shares are currently trading in compulsory DMAT Segment
at BSE.
AUDIT COMMITTEE
The present Audit committee of the company comprises of 3 directors
i.e. Mr. Nalin Mohan Mathur, Mr. Kamal Manchanda and Mr. Surendra
Kancheti. Mr. Nalin Mohan Mathur and Mr. Surendra Kancheti being
non-executive directors and independent directors. The members of the
audit Committee have the required financial background. Mr. Nalin Mohan
Mathur is chairman of the committee.
AUDITORS
The auditors of the company M/s R. Rastogi & Co., Chartered Accountants
retire at this meeting and are eligible for re-appointment, which if
made will be in accordance with section 139(5) of the Companies
Act,2013 and rules made thereunder.
AUDITORS'' REPORT & NOTES ON ACCOUNTS
The observation made by the Auditors is self-explanatory and have also
been further simplified in the Notes to Accounts.
INTERNAL AUDITOR
It is proposed to appoint an Internal Auditor of the Company for the
financial year 2014-2015.
SECRETARIAL AUDITOR
M/s Parveen Rastogi & Co., Practicing Company Secretary, was appointed
as Secretarial Auditor of the Company for the financial year 2014-2015.
COMPLIANCE CERTIFICATE
A Secretarial Compliance Certificate issued by M/s Parveen Rastogi &
Co., Company Secretaries, in terms of the provisions of Section 383A of
the Companies Act, 1956, to the effect that the Company has complied
with the applicable provisions of the said Act is attached to the
Report.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
Information under section 217(e) of the Companies Act, 1956 read with
the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 is given below
a) Energy Conservation Measures taken: Not Applicable as Company is in
the business of providing real estate services which are more dependent
on Human skill than power consumption.
b) Additional investments and proposals, if any, being implemented for
reduction of consumption of energy: Nil
c) Impact of the measures at (a) and (b) above for reduction of energy
consumption and consequent impact on the cost of production of goods:
Not Applicable
FOREIGN EXCHANGE EARNINGS AND OUTGO
The earnings and outgo in Foreign Exchange during the year under review
is Nil.
ACKNOWLEDGEMENT
Your Directors commend the continuing commitment and dedication of
employees at all levels. The Directors would also like to thank all
other stakeholder, including bankers and other business associates, who
have provided sustained support and encouragement. This has
understandably been critical for all the Company''s success.The
Directors look forward to their continued support in the years to come,
Place : Delhi By order of the Board of Directors
Date : 04-09-2014 Aruna Manchanda Kamal Manchanda
(Director) (Whole time Director)
DIN: 00027965 DIN: 00027889
Mar 31, 2013
To The Members,
The Directors take pleasure in presenting the 19th Annual Report
together with Audited Statements of Accounts for the year ended 31ST
March 2013.
Amount in lakhs
FINANCIAL RESULTS 2012-13 2011-12
lncome/(Loss) from Operation 202.18 231.73
Expenditure 164.27 148.04
Gross Profit/(Loss) after Interest
but before Depreciation and Tax 37.91 83.69
Depreciation 8.75 7.19
Profit/(Loss) after Depreciation 29.16 76.50
Provision for Tax 8.17 19.28
Less/ Add.-Income Tax paid/W.Back 2.41 1.41
Profit available for appropriation 18.58 55.81
Transfer to General Reserve 0.00 0.00
Balance retained in Profit & Loss Account 18.58 55.81
Review of Operations and Future Outlook
The Company has made a profit during the year. The Company is hopeful
of maintaining and improving its positions in the future. Directors
In accordance with the Companies Act, 1956, Articles of Association of
the Company and other applicable provisions, Smt. Aruna Manchanda,
Director of the Company, retire by rotation and being eligible, offer
herself for re-appointment and Shri Nalin Mohan Mathur, Additional
Director of the Company is proposed to be regularized and to be
appointed as Director of the Company. Mr. Yogesh Kumar has expressed
his unwillingness to continue to remain on the Board of the Company
w.e.f 02/08/2013.
Auditors
The auditors of the company M/s R.Rastogi & Co.,Chartered Accountants
retire at this meeting and are eligible for re-appointment,which if
made will be in accordance with sub-section (1B) of section 224 of the
Companies Act,1956.
Outlook on Opportunities, Threats, Risks and Concerns
While risk continues to dominate the business agenda, competition is
becoming just as dominant a feature. Market volatility, pricing
pressure, variations in market performance, demanding stakeholders all
have contributed to a global economy that encourages competitive drive
and with that drive comes opportunity. For that reason, we have
broadened the scope of what has traditionally been our Business Risk
report to incorporate both risks and opportunities.
The Company continues its focus on the introduction of new services,
building brands and tapping new markets to enhance business
opportunities.
Growth in Real Estate Sector has been phenomenal and company wishes to
consolidate its position in this sector.
Dividend
Your directors do not recommend any dividend at this stage.
Statutory Statement
The statements, pursuant to Section 217(1 )(e) of the Companies Act,
1956 read with Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules, 1988, with respect to the conservation of
energy, technology absorption, foreign exchange earnings and outgo, and
pursuant to Section 217(2A) of the Companies Act, 1956 read with
Companies (Particulars of Employees) Rules, 1975, with respect to the
employee(s) of the Company drawing remuneration exceeding the sum
prescribed therein, are not applicable to your Company.
Public Deposits
The Company has not accepted deposits pursuant to Section 58-A of the
Companies Act. 1956. Hence no information is required to be appended to
this report in terms of Non-Banking Financial Companies Acceptance of
Public Deposits (Reserve Bank of India Directions, 1998).
Management Discussion and Analysis
The year under review was eventual for Indian markets with activity
picking up in Capital market and Real Estate apart from other sectors
of the economy. Barring unforeseen circumstances, your Company is
expected to maintain and improve its working in the current year.
The internal control systems and procedures adopted by the Company are
adequate and commensurate with the size of operations of the company.
These systems and procedures are fine tuned from time to time to meet
the requirements.
Statements made in this Management Discussion and Analysis describing
the Company''s objectives, projections, estimates and expectations may
constitute "forward looking statements" within the meaning of
applicable laws and regulations. However, these statements would be
subject to conditions of the stock market, changes in the policies of
the government, economic development, reforms and various other
factors.
Subsidiary Company
The Company does not have any subsidiary company.
Directors'' Responsibility Statement
Your Directors confirm:
(i) That in the preparation of the Annual Accounts, the applicable
accounting standards have been followed; -
(ii) That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year ended 31 st
March 2013, and of the profit of the Company for that year;
(iii) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
iv) That the Directors have prepared the Annual Accounts on a going
concern basis.
Corporate Governance
Reports on Corporate Governance in accordance with Clause 49 of the
Listing Agreements with Stock Exchanges, along with a certificate from
Auditors are given separately in this Annual Report.
Risk and internal Adequacy
The Company has adequate internal control procedures commensurate with
its size and nature of business. The Board of Directors periodically
reviews the audit plans, internal audit reports, adequacy of internal
controls and risks management.
Status of Listing
The company''s shares are listed at Bombay Stock Exchange, Mumbai. The
company has paid listing fees to The Stock Exchange, Mumbai for the
year 2013-2014.
The Company''s shares are currently trading in compulsory DMAT Segment
in BSE.
Compliance Certificate
A Secretarial Compliance Certificate issued by M/s. Parveen Rastogi &
Co., Company Secretaries, in terms of the provisions of Section 383A of
the Companies Act, 1956, to the effect that the Company has complied
with the applicable provisions of the said Act is attached to the
Report.
Acknowledgement
Your Directors would like to express their grateful appreciation for
the assistance, co-operation and trust reposed in your Company by the
Investors, Banks, Securities and Exchange Board of India, Reserve Bank
of India, Stock Exchanges and other Government Authorities during the
financial year under review. Your Directors wish to place on record
their deep sense of appreciation for its clients and for the devoted
services of the young team of professionals of the Company for its
success.
Your Directors also wish to place on record their sincere appreciation
of the contribution made by the employees of the Company and are
thankful to the Shareholders for their continued patronage and support.
For and on behalf of the Board
KAMAL MANCHANDA ARUNA MANCHANDA
(WHOLE TIME DIRECTOR) (DIRECTOR)
Place: Delhi
Date : 31.08.2013
Mar 31, 2012
The Directors take pleasure in presenting the Eighteenth Annual Report
together with Audited Statements of Accounts for the year ended 31ST
March 2012.
Amount in lakhs
FINANCIAL RESULTS 2011-12 2010-11
Income/(Loss) from Operation 233.43 183.98
Expenditure 149.74 113.21
Gross Profit/(Loss)
after Interest
but before Depreciation
and Tax 83.69 70.77
Depreciation 7.19 5.57
Profit/(Loss) after
Depreciation 76.50 65.20
Provision for Tax 32.80 22.42
Less/ Add:-Income Tax
paid/W.Back 12.11 1.54
Profit available for
appropriation 55.81 41.24
Transfer to General Reserve 0.00 0.00
Balance retained in Profit &
Loss Account 55.81 41.24
Review of Operations and Future Outlook
The Company has made a profit during the year. The Company is hopeful
of maintaining and improving its positions in the future.
Directors
In accordance with the Articles of Association of the Company, Shri
Surendra Kancheti and Smt. Aruna Manchanda, Directors of the Company,
retire by rotation and being eligible, offer themselves for
re-appointment.
Auditors
The auditors of the company M/s R.Rastogi & Co.,Chartered Accountants
retire at this meeting and are eligible for re-appointment,which if
made will be in accordance with sub-section (8) of section 224 of the
Companies Act,1956.
Outlook on Opportunities, Threats, Risks and Concerns
The average eight percent growth in the last three years has made the
country one of the fastest growing economies in the world. The
corporate which were paranoid about the approaching competition in the
initial days of globalization are now beating their global rivals. The
Company continues its focus on the introduction of new services,
building brands and tapping new markets to enhance business
opportunities. Growth in Real Estate Sector has been phenomenal and
company wishes to consolidate its position in this sector.
Dividend
Your directors do not recommend any dividend at this stage.
Directors' Responsibility Statement
Your Directors confirm:
(i) That in the preparation of the Annual Accounts, the applicable
accounting standards have been followed;
(ii) That the Directors have selected such accounting policies and
applied them consistently and made judgements 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 ended 31st
March 2012, and of the profit of the Company for that year;
(iii) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
(iv) That the Directors have prepared the Annual Accounts on a going
concern basis.
Corporate Governance
Reports on Corporate Governance in accordance with Clause 49 of the
Listing Agreements with Stock Exchanges, along with a certificate from
Auditors are given separately in this Annual Report.
Statutory Statement
The statements, pursuant to Section 217(1)(e) of the Companies Act,
1956 read with Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules, 1988, with respect to the conservation of
energy, technology absorption, foreign exchange earnings and outgo, and
pursuant to Section 217(2A) of the Companies Act, 1956 read with
Companies (Particulars of Employees) Rules, 1975, with respect to the
employee(s) of the Company drawing remuneration exceeding the sum
prescribed therein, are not applicable to your Company.
Public Deposits
The Company has not accepted deposits pursuant to Section 58-A of the
Companies Act. 1956. Hence no information is required to be appended to
this report in terms of Non-Banking Financial Companies Acceptance of
Public Deposits (Reserve Bank of India Directions, 1998).
Management Discussion And Analysis
The year under review was eventual for Indian markets with activity
picking up in Capital market and Real Estate apart from other sectors
of the economy. Barring unforeseen circumstances, your Company is
expected to maintain and improve its working in the current year.
The internal control systems and procedures adopted by the Company are
adequate and commensurate with the size of operations of the company.
These systems and procedures are fine tuned from time to time to meet
the requirements.
Statements made in this Management Discussion and Analysis describing
the Company's objectives, projections, estimates and expectations may
constitute "forward looking statements" within the meaning of
applicable laws and regulations. However, these statements would be
subject to conditions of the stock market, changes in the policies of
the government, economic development, reforms and various other
factors.
Subsidiary Company
As on date there is no Subsidiary of your Company as the entire
shareholding in the Brand Realty Private Limited (former Wholly Owned
subsidiary) was transferred on 19th January, 2012 to Tradewell
Portfolios Private Limited and Mr. Ravinder Parkash Seth.
Risk and Internal Adequacy
The Company has adequate internal control procedures commensurate with
its size and nature of business. The Board of Directors periodically
reviews the audit plans, internal audit reports, adequacy of internal
controls and risks management.
Status of Listing
The company's shares are listed at Bombay Stock Exchange, Mumbai. The
company has paid listing fees to Bombay Stock Exchange, Mumbai for the
year 2011-2012.
The Company's shares are currently trading in compulsory DMAT Segment
in BSE.
Compliance Certificate
A Secretarial Compliance Certificate issued by Parveen Rastogi & Co.,
Company Secretaries, in terms of the provisions of Section 383A of the
Companies Act, 1956, to the effect that the Company has complied with
the applicable provisions of the said Act is attached to the Report.
Acknowledgement
Your Directors would like to express their grateful appreciation for
the assistance, co-operation and trust reposed in your Company by the
Investors, Banks, Securities and Exchange Board of India, Reserve Bank
of India, Stock Exchanges and other Government Authorities during the
financial year under review. Your Directors wish to place on record
their deep sense of appreciation for its clients and for the devoted
services of the young team of professionals of the Company for its
success.
Your Directors also wish to place on record their sincere appreciation
of the contribution made by the employees of the Company and are
thankful to the Shareholders for their continued patronage and support.
For and on behalf of the Board
KAMALMANCHANDA ARUNA MANCHANDA
(WHOLE TIME DIRECTOR) (DIRECTOR)
Place: Delhi
Date: 20.08.2012
Mar 31, 2010
The Directors take pleasure in presenting the Sixteenth Annual Report
together with Audited Statements of Accounts for the year ended 31st
March 2010.
Amount in lakhs
FINANCIAL RESULTS 2008-2010 2008-2009
lncome/(Loss) from Operation 148.87 146.18
Expenditure 97.94 34.60
Gross Profit/(Loss) after Interest
but before Depreciation and Tax 50.93 111.53
Depreciation 5.20 3.20
Profit/(Loss) after Depreciation 45.73 108.38
Provision for Tax (Including Fringe
Benefit Tax, Deferred Tax & Sec. Tran. Tax) 14.34 29.89
(Less):- lncome Tax paid/ W.Back 0.77 (0.73)
Profit available for appropriation 32.16 77.76
Transfer to General Reserve 0.00 0.00
Balance retained in Profit & Loss Account 32.16 77.76
REVIEW OF OPERATIONS AND FUTURE OUTLOOK
The Company has made a profit during the year. The Company is hopeful
of maintaining and improving its positions in the future.
DIRECTORS
In accordance with the Articles of Association of the Company, Shri KL
Manchanda and Shri Surendra Kancheti, Directors of the Company, retire
by rotation and being eligible, offer themselves for re-appointment.
AUDITORS
Members are requested to re-appoint M/s R. Rastogi & Co., Chartered
Accountants, as Auditors of the Company for the current year and to fix
their remuneration.
OUTLOOK ON OPPORTUNITIES, THREATS, RISKS AND CONCERNS
The average eight percent growth in the last three years has made the
country one of the fastest growing economies in the world. The
corporate which were paranoid about the approaching competition in the
initial days of globalization are now beating their global rivals. The
Company continues its focus on the introduction of new services,
building brands and tapping new markets to enhance business
opportunities. Growth in Real Estate Sector has been phenomenal and
company wishes to consolidate its position in this sector.
DIVIDEND
Your directors do not recommend any dividend at this stage.
STATUTORY STATEMENT
The statements, pursuant to Section 217(1)(e) of the Companies Act,
1956 read with Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules, 1988, with respect to the conservation of
energy, technology absorption, foreign exchange earnings and outgo, and
pursuant to Section 217(2A) of the Companies Act, 1956 read with
Companies (Particulars of Employees) Rules, 1975, with respect to the
employee(s) of the Company drawing remuneration exceeding the sum
prescribed therein, are not applicable to your Company.
PUBLIC DEPOSITS
The Company has not accepted deposits pursuant to Section 58-A of the
Companies Act. 1956. Hence no information is required to be appended to
this report in terms of Non-Banking Financial Companies Acceptance of
Public Deposits (Reserve Bank of India Directions, 1998).
MANAGEMENT DISCUSSION AND ANALYSIS
The year under review was eventual for Indian markets with activity
picking up in Capital market and Real Estate apart from other sectors
of the economy.
Barring unforeseen circumstances, your Company is expected to maintain
and improve its working in the current year.
The internal control systems and procedures adopted by the Company are
adequate and commensurate with the size of operations of the company.
These systems and procedures are fine tuned from time to time to meet
the requirements.
Statements made in this Management Discussion and Analysis describing
the Companys objectives, projections, estimates and expectations may
constitute "forward looking statements within the meaning of
applicable laws and regulations. However, these statements would be
subject to conditions of the stock market, changes in the policies of
the government, economic development, reforms and various other
factors.
SUBSIDIARY COMPANY
The audited annual accounts of Brand Realty Private Limited being a
100% subsidiary company is also attached to this report.
The Total turnover for the year was Rs. 1.91 lakhs as compared to
previous year of Rs.163.05 lakhs, the net loss for the year was Rs.7.33
lakhs as compared to previous year net profit of Rs. 2.30 lakhs.
DIRECTORS RESPONSIBILITY STATEMENT
Your Directors confirm:
(i) That in the preparation of the Annual Accounts, the applicable
accounting standards have been followed.
(ii) That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year ended 31st
March 2010, and of the profit of the Company for that year;
(iii) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
(iv) That the Directors have prepared the Annual Accounts on a going
concern basis.
CORPORATE GOVERNANCE
Reports on Corporate Governance in accordance with Clause 49 of the
Listing Agreements with Stock Exchanges, along with a certificate from
Auditors are given separately in this Annual Report.
RISK AND INTERNAL ADEQUACY
The Company has adequate internal control procedures commensurate with
its size and nature of business. The Board of Directors periodically
reviews the audit plans, internal audit reports, adequacy of internal
controls and risks management.
STATUS OF LISTING
The companys shares are listed at The Stock Exchange, Mumbai. The
company has paid the listing fees to The Stock Exchange, Mumbai for the
year 2009-2010.
The Companys shares are currently trading in compulsory DMAT Segment
in BSE.
NON-BANKING FINANCIAL COMPANIES (RESERVE BANK OF INDIA) DIRECTIONS
As on date the Company is not a NBFC Co. & it has surrendered the
certificate to RBI effective 18-03-2008 vide their letter dated 2rd
April, 2008.
ACKNOWLEDGEMENT
Your Directors would like to express their grateful appreciation for
the assistance, co-operation and trust reposed in your Company by the
Investors, Banks, Securities and Exchange Board of India, Reserve Bank
of India, Stock Exchanges and other Government Authorities during the
financial year under review. Your Directors wish to place on record
their deep sense of appreciation for its clients and for the devoted
services of the young team of professionals of the. Company for its
success.
Your Directors also wish to place on record their sincere appreciation
of the contribution made by the employees of the Company and are
thankful to the Shareholders for their continued patronage and support.
FOR AND ON BEHALF OF THE BOARD
Place: Delhi Kamal Manchanda
Date: 23/08/2010 Director
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