Mar 31, 2025
Your Directors have pleasure in presenting their Thirty Four Annual Report on the business and
operations of the Company and the accounts for the Financial Year ended March 31, 2025.
The summary of the Company''s financial performance for F.Y. 2024-25 compared to the
previous F.Y. 2023-24 is given below:
|
PARTICULARS |
2024-2025 |
2023-2024 |
|
Revenue from Operations |
-21.63 |
274.94 |
|
Other income |
0.60 |
28.99 |
|
Total Income |
-21.03 |
303.93 |
|
Profit/loss before Depreciation, |
-187.47 |
41.96 |
|
Less: Depreciation |
12.29 |
4.13 |
|
Profit/loss before Finance Costs, |
-151.77 |
37.83 |
|
Less: Finance Cost |
47.99 |
0 |
|
Profit/loss before Exceptional items |
-199.76 |
37.83 |
|
Less: Exceptional Items |
0 |
0 |
|
Profit / (Loss) Before Tax |
-199.76 |
37.83 |
|
Less: Provision for Tax & Deferred Tax |
124.86 |
-38.60 |
|
Profit / (Loss) After Tax |
-324.62 |
76.43 |
|
Other Comprehensive income (net of |
0 |
0 |
|
Total Comprehensive income/loss |
-324.62 |
76.43 |
|
Add : Balance as per last Financial |
727.43 |
651.00 |
|
Disposable Surplus |
||
|
Less : Transfer to General Reserve |
0 |
0 |
|
Dividend Paid |
0 |
0 |
|
Dividend Distribution Tax |
0 |
0 |
|
Balance carried forward |
402.81 |
727.43 |
The Board''s Report is prepared based on the stand alone financial statements of the
company.
During the year under review, the company recorded total loss of Rs 21.63 lakhs against
profit of Rs. 274.94 lakhs during last financial year (i.e. 2023-24). The performance of the
company has been decreased with respect to overall turnover during the financial year
2024-25.
The Company is taking more efforts to achieve better revenue and profit in upcoming years.
The company will strive to improve its performance in long term prospects based on actual
pace of global economy.
During the year under review, the directors did not recommend any Dividend for the year
2024-25.
The company has not transferred any amount to reserves during the financial year 2024-25.
During the FY 2024-25 under review, below changes were occurred in the board of the
company.
1. Appointed Mr Aadit Dalal as Additional Director of the company w.e.f. 13.11.2024
subject to regularization in upcoming AGM.
2. Appointed Ms Twishaa Bhagat as Additional Director of the company w.e.f. 13.11.2024
subject to regularization in upcoming AGM.
3. Resignation of Mrs Angana Bhagat from the post of Non Executive Women Director of
the company from 13.11.2024.
4. Resignation of Mr Aadit Dalal from the post of Additional Director from 07.07.2025.
5. Resignation of Mr Ashish Prakash Tripathi from the post of Independent Director from
07.07.2025.
|
SR. NO. |
DATE |
SR. NO. |
DATE |
|
1 |
01.04.2024 |
8 |
22.10.2024 |
|
2 |
30.04.2024 |
9 |
13.11.2024 |
|
3 |
27.05.2024 |
10 |
06.01.2025 |
|
4 |
01.06.2024 |
11 |
24.01.2025 |
|
5 |
10.06.2024 |
12 |
10.02.2025 |
|
6 |
10.07.2024 |
13 |
21.03.2025 |
|
7 |
12.08.2024 |
The Committee comprises of Mr. Hirenbhai Patel, Chairman and Independent non-executive
Director, Mr. Ashish Prakash Prakash Tripathi, Independent non-executive Director and Mr.
Gnanesh Bhagat, Executive Director.
During the Financial Year 2024-25, Five (5) Audit Committee Meetings were held; the dates
of which are as follows:
|
SR. NO. |
DATE |
|
1 |
01.04.2024 |
|
2 |
27.05.2024 |
|
3 |
12.08.2024 |
|
4 |
13.11.2024 |
|
5 |
10.02.2024 |
The Committee comprises of Mr. Hirenbhai Patel, Chairman and Independent non-executive
director, Mr. Ashish Prakash PrakashTripathi, Independent non-executive Director and Mrs.
Angana Bhagat, non-executive director, Ms. Twishaa Bhagat, Additional Director (Non
Executive Women Director).
|
SR. NO. |
DATE |
|
1 |
01.07.2024 |
|
2 |
30.09.2024 |
|
3 |
31.12.2024 |
|
4 |
31.03.2025 |
The Company''s policy relating to the appointment of directors, positive attributes, and
independence of directors, remuneration and other related matters as provided in Section
178(3) of the Companies Act, 2013 is available on
www.yashinnoventures.com/Investor/Policies.
Nomination and Remuneration Committee comprises of Mr. Hirenbhai Patel, Chairman
and Independent non-executive director, Mr. Ashish Prakash PrakashTripathi, Independent
non-executive Director and Mrs. AnganaBhagat, non-executive director.
During the Financial Year 2024-25, One (1) Nomination and Remuneration Committee
meeting were held; date of which are as follows:
|
SR. NO. |
DATE |
|
1 |
13.11.2024 |
The Committee comprises of Mr. Hirenbhai Patel, Chairman and Independent non-executive
director, Mr. Ashish Prakash Prakash Tripathi Independent non-executive Director.
During the Financial Year 2024-25, One (1)Independent Directors Committee were held;
date of which are as follows:
|
SR. NO. |
DATE |
|
1 |
13.11.2024 |
M/S. SHAH & SHAH, Chartered Accountants, (F.R.NO.131527W), who have offered
themselves for appointment and have confirmed their eligibility to be appointed as
Auditors, in terms of provisions of section 141 of the Companies Act, 2013 has been
appointed as statutory auditors of the company for the term of five consecutive years to
hold office till the conclusion of the Annual General meeting for the Financial Year 2024-25.
Auditors comments on your company''s accounts for year ended March 31, 2025 are self¬
explanatory in nature and do not require any explanation as per provisions of Section 134(3)
(f) of the Companies Act, 2013.
There were qualifications, reservation or adverse remark or disclaimer made by Statutory
Auditor in its report.
The Board of Directors of the Company has discussed the remarks as mentioned in
Statutory Audit Report at arm''s length. The qualification raised by the Statutory Auditor in
its report and the justification of Board of Directors on the same are as follows:
|
Sr No |
Qualification |
Justification by board |
|
1 |
During the financial year, the company has borrowed |
The board has clarified that Yash Since the amount received Also, the company has already |
|
Auditor of the company. |
||
|
2. |
During the course of Audit, we observed that one of |
The Board has informed that the |
During the year, the Company continued to implement their suggestions and
recommendations to improve the control environment. Their scope of work includes review
of processes for safeguarding the assets of the Company, review of operational efficiency,
effectiveness of systems and processes, and assessing the internal control strengths in all
areas.
Pursuant to Section-148 (1) of the Companies Act, 2013 read with Rule 3 of Companies
(Cost Records and Audit) Rules, 2014, Company does not fall under the criteria for
maintaining cost record for the financial year 2024-25
Pursuant to Section 204 of the Companies Act, 2013, your company had appointed M/s. A.
Shah & Associates, Practicing Company Secretaries, as its Secretarial Auditors to conduct
the Secretarial Audit of the company for FY 2024-25. The Report of the Secretarial Auditor
for the FY 2024-25 is annexed to this report as "Annexure I"
There were qualifications, reservations or adverse remarks made by the Secretarial Auditors
in their report for the FY 2024-25 and the justification of Board of Directors on the same are
as follows.
|
Sr. No |
Compliance Requirement (Regulations/ circulars/ guidelines including specific clause) |
Deviations |
Observations/ |
Justification by boards |
|
1. |
Regulation |
The approval of |
The company has |
The Company will take |
|
2. |
Regulation 76 Participants) Regulations, 2018. |
8 days delay in 2024 |
The company has |
We were not received |
|
3. |
The company adoption during |
Delay in |
The company has |
Due to some technical |
|
4. |
Section 149(6) |
During the year |
The company has taken |
The Company has |
|
meeting the |
||||
|
5. |
Section 73 of the |
The company |
The company has |
The Company has made |
The Board of Directors has carried out an annual evaluation of its own performance, Board
committees and individual directors pursuant to the provisions of the Companies Act, 2013
and the corporate governance requirements as prescribed by Securities and Exchange
Board of India ("SEBI") under Regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2)
of regulation 46 and para C, D and E of Schedule V of SEBI (Listing Obligation and Disclosure
Requirement) Regulation 2015.
The performance of the Board was evaluated by the Board after seeking inputs from all the
directors on the basis of the criteria such as the Board composition and structure,
effectiveness of board processes, information and functioning, etc. The performance of the
committees was evaluated by the board after seeking inputs from the committee members
on the basis of the criteria such as the composition of committees, effectiveness of
committee meetings, etc.
The Board and the Nomination and Remuneration Committee ("NRC") reviewed the
performance of the individual directors on the basis of the criteria such as the contribution
of the individual director to the Board and committee meetings like preparedness on the
issues to be discussed, meaningful and constructive contribution and inputs in meetings,
etc. In addition, the Chairman was also evaluated on the key aspects of his role.
In a separate meeting of Independent Directors, performance of non-independent
directors, performance of the board as a whole and performance of the Chairman was
evaluated, taking into account the views of executive directors and non-executive directors.
The same was discussed in the board meeting that followed the meeting of the
Independent Directors, at which the performance of the Board, its committees and
individual directors was also discussed.
Your company has not accepted any fixed deposits from the public within the provisions of
Section 73 to 76 of the Companies Act, 2013.
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 read with
Regulation 22 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015
a Vigil Mechanism for directors and employees to report genuine concerns has been
established. The Vigil Mechanism Policy has been uploaded on the website of the Company
at www.yashinnoventures.comunder investors/Policies/Whistle blower Policy link.
(a) Conservation of energy
|
(i) |
the steps taken or impact on conservation of energy |
N.A |
|
(ii) |
the steps taken by the company for utilizing alternate sources of energy |
N.A |
|
(iii) |
the capital investment on energy conservation equipment''s |
N.A |
(b) Technology absorption
|
(i) |
the efforts made towards technology absorption |
N.A |
|
(ii) |
the benefits derived like product improvement, cost reduction, product |
N.A |
|
(iii) |
in case of imported technology (imported during the last three years |
N.A |
|
(a) the details of technology imported |
N.A |
|
|
(b) the year of import; |
N.A |
|
|
(c) whether the technology been fully absorbed |
N.A |
|
|
(d) if not fully absorbed, areas where absorption has not taken place, and |
N.A |
|
|
(iv) |
the expenditure incurred on Research and Development |
N.A |
As the Company has not carried out any activities relating to the export and import during
the financial year. There is no foreign exchange expenses and foreign income during the
financial year 2024-25.
The Board has on the recommendation of Nomination and Remuneration / Compensation
Committee framed a policy on directors'' appointment and remuneration of Directors
including criteria for determining qualification, positive attributes, independence of
directors and remuneration for Directors, Key Managerial Personnel and other employees.
The policy is annexed to this report as "Annexure II".
All related party transactions that were entered during the financial year were in ordinary
course of the business of the company and were on arm''s length basis. All such Related
Party Transactions are placed before the Audit Committee for approval.
The policy on materiality of Related Party Transactions and also on dealing with Related
Party Transactions as approved by the Audit Committee and the Board of Directors has
been uploaded on the website of the Company at www.yashinnoventures.com under
investors/Policies/Related Party Transaction Policy link.
The particulars of every contract or arrangements entered into by the Company with
related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 is
disclosed in Form No. AOC-2 in "Annexure - III".
In terms of provisions of Section 134(3)(g), the company has granted Loans, guarantee, and
made Investment during the year 2024-25. Accordingly, the Disclosure as per Section 134(3)
(g) containing the Particulars of Loans, Guarantees or Investments under Section 186, is
annexed hereto as "Annexure IV" and forms part of this Report.
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 as "Annexure V".
B. The statement containing particulars of employees as required under Section 197(12) of the
Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is not provided as no employees is paid
remuneration of Rs. 8.50 Lac Per month if employed for part of the year and Rs. 1.02 Crore
Per Annum if employed for the whole year.
Your Board of Directors during the year under review approved the Corporate Social
Responsibility (CSR) Policy for your Company pursuant to the provisions of Section 135 of
the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy)
Rules, 2014, based on the recommendations of the board of directors.
The CSR Policy is available on the website of the Company
athttps://yashinnoventures.com/documents/CSR-Policy.pdf.
A brief outline of the CSR Policy of the Company, the CSR initiatives undertaken during the
financial year 2024-25 are set out in ''Annexure VI'' to this Report.
The Provision of section 135 of the Companies Act, 2013 is applicable to your company, as
the conditions given in section 135 (1) is fulfilled so your company has spent under CSR in
the year 2024-25.
Your Company treats its "human resources" as one of its most important assets. Your
Company continuously invests in attraction, retention and development of talent on an
ongoing basis. A number of programs that provide focused people attention are currently
underway. Your Company thrust is on the promotion of talent internally through job
rotation and job enlargement. The Company''s Health and Safety Policy commits to provide
a healthy and safe work environment to all employees.
To foster a positive workplace environment, free from harassment of any nature, we have
institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which we
address complaints of sexual harassment at all the workplaces of the Company. Our policy
assures discretion and guarantees non-retaliation to complainants. We follow a gender-
neutral approach in handling complaints of sexual harassment and we are compliant with
the law of the land where we operate. We have also constituted aInternal Complaints
Committee (ICC) to consider and address sexual harassment complaints in accordance with
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013.To that effect, during the year under review, there were no incidences of sexual
harassment reported.
There was no change in the nature of business of the company during the year under review.
As per corporate governance norms, a separate section on Management Discussion and
Analysis outlining the business of the Company is set out in Annexure forming part of this
Report.
No significant and material orders were passed by the regulators or courts or tribunals
impacting the going concern status and Company''s operation in future.
During the current financial year following material events has been occurred:
The company has received final Order from NCLT, Ahmedabad Court-2 that the Scheme of
Amalgamation is hereby sanctioned and it is declared that the same shall be binding on the
petitioner companies and their Shareholders and Creditors and all concerned under the
scheme.
Below are the Material Event occurred after the Balance Sheet Date:
1. Allotment of 93,08,800 Equity Shares of Yash Shelters Limited (Transferor Company) on
15.04.2025 to the Shareholders of Transferee company pursuant to the scheme of
Arrangement in the nature of amalgamation of Yash Shelters Limited (Transferor
Company) with Yash Innoventures Limited (Transferee Company) and their respective
shareholders and creditors.
2. Approval Letter from BSE has been received on 17.07.2025 regarding listing of 93,08,800
Equity shares pursuant to the scheme of Arrangement in the nature of amalgamation of
Yash Shelters Limited (Transferor Company) with Yash Innoventures Limited (Transferee
Company) and their respective shareholders and creditors.
Pursuant to requirement under 134(3)(c) and Section 134(5) of the Companies Act, 2013
(Act), Directors, confirm that:
(a) in the preparation of the annual accounts for the year ended on 31st March, 2025, the
applicable accounting standards read with requirement set out under Schedule III to the
Act, have been followed and there are no material departures from the same;
(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 profit of
the company for the year ended on that date;
(c) the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
(d) the Directors had prepared the annual accounts on a going concern basis;
(e) the Directors, had laid down internal financial controls to be followed by the company
and that such internal financial controls are adequate and are operating effectively and
(f) The Directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems are adequate and operating effectively.
Your Directors wish to place on record their gratitude and sincere appreciation for the
assistance and co-operation received from the financial institutions, banks, Government
authorities, customers, vendors and members during the year under review.
Your Directors would like to express a profound sense of appreciation for the commitment
shown by the employees in supporting the Company in its continued robust performance
on all fronts.
MR. GNANESH BHAGAT
MANAGING DIRECTOR
(DIN:00115076)
Mar 31, 2024
Your Directors have pleasure in presenting their Thirty Three Annual Report on the business
and operations of the Company and the accounts for the Financial Year ended March 31, 2024.
The summary of the Company''s financial performance for F.Y. 2023-24 compared to the
previous F.Y. 2022-23 is given below:
(Amount in Lakhs)
|
PARTICULARS |
2023-2024 |
2022-2023 |
|
Revenue from Operations |
274.94 |
0.74 |
|
Other income |
28.99 |
36 |
|
Total Income |
303.93 |
36.74 |
|
Profit/loss before Depreciation, |
41.96 |
-75.91 |
|
Less: Depreciation |
4.13 |
3.58 |
|
Profit/loss before Finance Costs, |
37.83 |
-79.49 |
|
Less: Finance Cost |
0 |
0 |
|
Profit/loss before Exceptional items |
37.83 |
-79.49 |
|
Less: Exceptional Items |
0 |
0 |
|
Profit / (Loss) Before Tax |
37.83 |
-79.49 |
|
Provision for Tax & Deferred Tax |
-38.60 |
0.08 |
|
Profit / (Loss) After Tax |
76.43 |
-79.57 |
|
Other Comprehensive income (net of |
0 |
0 |
|
Total Comprehensive income/loss |
76.43 |
-79.57 |
|
Add : Balance as per last Financial |
651.00 |
730.57 |
|
Disposable Surplus |
- |
|
Less : Transfer to General Reserve |
- |
|
|
Dividend Paid |
0 |
0 |
|
Dividend Distribution Tax |
0 |
0 |
|
Balance carried forward |
727.43 |
651.00 |
The Board''s Report is prepared based on the stand alone financial statements of the
company.
During the year under review, the company recorded total income of Rs274.94lakhs against
Rs. 0.74lakhs. The performance of the company has beenincreased with respect to overall
turnover during the financial year 2023-24.
The Company is taking more efforts to achieve better revenue and profit in upcoming years.
The company will strive to improve its performance in long term prospects based on actual
pace of global economy.
During the year under review, the directors did not recommend any Dividend for the year
2023-24.
The company has not transferred any amount to reserves during the financial year 2023-24.
During the FY 2023-24under review, no changes were occurred in the board of the
company.
During the Financial year 2023-24, Seven (7) Board Meetings were held and details of the
dates of Board Meetings are as mentioned below:
|
SR. NO. |
DATE |
SR. NO. |
DATE |
|
1 |
01.04.2023 |
5 |
09.11.2023 |
|
2 |
26.05.2023 |
6 |
28.12.2023 |
|
3 |
27.06.2023 |
7 |
09.02.2024 |
|
4 |
14.08.2023 |
The Committee comprises of Mr. Hirenbhai Patel, Chairman and Independent non-executive
Director, Mr. Ashish Prakash PrakashTripathi, Independent non-executive Director and Mr.
Gnanesh Bhagat, Executive Director.
During the Financial Year 2023-24, Five (5) Audit Committee Meetings were held; the dates
of which are as follows:
|
SR. NO. |
DATE |
|
1 |
26.05.2023 |
|
2 |
27.06.2023 |
|
3 |
14.08.2023 |
|
4 |
09.11.2023 |
|
5 |
09.02.2024 |
The Committee comprises of Mr. Hirenbhai Patel, Chairman and Independent non-executive
director, Mr. Ashish Prakash PrakashTripathi, Independent non-executive Director and Mrs.
AnganaBhagat, non-executive director.
During the Financial Year 2023-24, Four (4) Stakeholders'' Relationship Committee meetings
were held; the dates of which are as Follows:
|
SR. NO. |
DATE |
|
1 |
30.06.2023 |
|
2 |
30.09.2023 |
|
3 |
30.12.2023 |
|
4 |
30.03.2024 |
The Company''s policy relating to the appointment of directors, positive attributes, and
independence of directors, remuneration and other related matters as provided in Section
178(3) of the Companies Act, 2013 is available on
www.yashinnoventures.com/Investor/Policies.
Nomination and Remuneration Committee comprises of Mr. Hirenbhai Patel, Chairmanand
Independent non-executive director, Mr. Ashish Prakash PrakashTripathi, Independent non¬
executive Director and Mrs. AnganaBhagat, non-executive director.
During the Financial Year 2023-24, One (1) Nomination and Remuneration Committee
meeting were held; date of which are as follows:
|
SR. NO. |
DATE |
|
1 |
10.02.2024 |
The Committee comprises of Mr. Hirenbhai Patel, Chairman and Independent non-executive
director, Mr. Ashish Prakash PrakashTripathiIndependent non-executive Director.
During the Financial Year 2023-24, One (1)Independent Directors Committee were held;
date of which are as follows:
|
SR. NO. |
DATE |
|
1 |
11.12.2023 |
M/S. SHAH & SHAH, Chartered Accountants, (F.R.NO.131527W), who have offered
themselves for appointment and have confirmed their eligibility to be appointed as
Auditors, in terms of provisions of section 141 of the Companies Act, 2013 has been
appointed as statutory auditors of the company for the term of five consecutive years to
hold office till the conclusion of the Annual General meeting for the Financial Year 2024-25.
Auditors comments on your company''s accounts for year ended March 31, 2023 are self¬
explanatory in nature and do not require any explanation as per provisions of Section
134(3)(f) of the Companies Act, 2013.
There were no qualifications, reservation or adverse remark or disclaimer made by
Statutory Auditor in its report.
During the financial year 2023-24, the Statutory Auditor of the Company has not reported
to the audit committee any instance of fraud committed against the Company by its
employees or officers under section 143(12), the details of which need to be reported in
Board''s Report.
During the year, the Company continued to implement their suggestions and
recommendations to improve the control environment. Their scope of work includes review
of processes for safeguarding the assets of the Company, review of operational efficiency,
effectiveness of systems and processes, and assessing the internal control strengths in all
areas.
Pursuant to Section-148 (1) of the Companies Act, 2013 read with Rule 3 of Companies
(Cost Records and Audit) Rules, 2014, Company does not fall under the criteria for
maintaining cost record for the financial year 2022-23
Pursuant to Section 204 of the Companies Act, 2013, your company had appointed M/s. A.
Shah & Associates, Practicing Company Secretaries, as its Secretarial Auditors to conduct
the Secretarial Audit of the company for FY 2023-24. The Report of the Secretarial Auditor
for the FY 2023-24 is annexed to this report as "Annexure I"
There were no qualifications, reservations or adverse remarks made by the Secretarial
Auditors in their report for the FY 2023-24.
The Board of Directors has carried out an annual evaluation of its own performance, Board
committees and individual directors pursuant to the provisions of the Companies Act, 2013
and the corporate governance requirements as prescribed by Securities and Exchange
Board of India ("SEBI") under Regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2)
of regulation 46 and para C, D and E of Schedule V of SEBI (Listing Obligation and Disclosure
Requirement) Regulation 2015.
The performance of the Board was evaluated by the Board after seeking inputs from all the
directors on the basis of the criteria such as the Board composition and structure,
effectiveness of board processes, information and functioning, etc. The performance of the
committees was evaluated by the board after seeking inputs from the committee members
on the basis of the criteria such as the composition of committees, effectiveness of
committee meetings, etc.
The Board and the Nomination and Remuneration Committee ("NRC") reviewed the
performance of the individual directors on the basis of the criteria such as the contribution
of the individual director to the Board and committee meetings like preparedness on the
issues to be discussed, meaningful and constructive contribution and inputs in meetings,
etc. In addition, the Chairman was also evaluated on the key aspects of his role.
In a separate meeting of Independent Directors, performance of non-independent
directors, performance of the board as a whole and performance of the Chairman was
evaluated, taking into account the views of executive directors and non-executive directors.
The same was discussed in the board meeting that followed the meeting of the
Independent Directors, at which the performance of the Board, its committees and
individual directors was also discussed.
Your company has not accepted any fixed deposits from the public within the provisions of
Section 73 to 76 of the Companies Act, 2013.
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 read with
Regulation 22 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015
a Vigil Mechanism for directors and employees to report genuine concerns has been
established. The Vigil Mechanism Policy has been uploaded on the website of the Company
at www.yashinnoventures.comunder investors/Policies/Whistle blower Policy link.
(a) Conservation of enerev
|
(i) |
the steps taken or impact on conservation of energy |
N.A |
|
(ii) |
the steps taken by the company for utilizing alternate sources of energy |
N.A |
|
(iii) |
the capital investment on energy conservation equipment''s |
N.A |
(b) Technology absorption
|
(i) |
the efforts made towards technology absorption |
N.A |
|
(ii) |
the benefits derived like product improvement, cost reduction, product |
N.A |
|
(iii) |
in case of imported technology (imported during the last three years |
N.A |
|
(a) the details of technology imported |
N.A |
|
|
(b) the year of import; |
N.A |
|
|
(c) whether the technology been fully absorbed |
N.A |
|
|
(d) if not fully absorbed, areas where absorption has not taken place, and |
N.A |
|
|
(iv) |
the expenditure incurred on Research and Development |
N.A |
As the Company has not carried out any activities relating to the export and import during
the financial year. There is no foreign exchange expenses and foreign income during the
financial year 2023-24.
The Board has on the recommendation of Nomination and Remuneration / Compensation
Committee framed a policy on directors'' appointment and remuneration of Directors
including criteria for determining qualification, positive attributes, independence of
directors and remuneration for Directors, Key Managerial Personnel and other employees.
The policy is annexed to this report as "Annexure II".
All related party transactions that were entered during the financial year were in ordinary
course of the business of the company and were on arm''s length basis. All such Related
Party Transactions are placed before the Audit Committee for approval.
The policy on materiality of Related Party Transactions and also on dealing with Related
Party Transactions as approved by the Audit Committee and the Board of Directors has
been uploaded on the website of the Company at www.yashinnoventures.com under
investors/Policies/Related Party Transaction Policy link.
The particulars of every contract or arrangements entered into by the Company with
related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 is
disclosed in Form No. AOC-2 in "Annexure - III".
In terms of provisions of Section 134(3)(g), the company has granted Loans, guarantee, and
made Investment during the year 2023-24. Accordingly, the Disclosure as per Section
134(3)(g) containing the Particulars of Loans, Guarantees or Investments under Section 186,
is annexed hereto as "Annexure IV" and forms part of this Report.
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 as "Annexure V".
B. The statement containing particulars of employees as required under Section 197(12) of the
Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is not provided as no employees is paid
remuneration of Rs. 8.50 Lac Per month if employed for part of the year and Rs. 1.02 Crore
Per Annum if employed for the whole year.
Your Board of Directors during the year under review approved the Corporate Social
Responsibility (CSR) Policy for your Company pursuant to the provisions of Section 135 of
the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy)
Rules, 2014, based on the recommendations of the board of directors.
The CSR Policy is available on the website of the Company
athttps://yashinnoventures.com/documents/CSR-Policy.pdf.
A brief outline of the CSR Policy of the Company, the CSR initiatives undertaken during the
financial year 2022-23are set out in ''Annexure VI'' to this Report.
The Provision of section 135 of the Companies Act, 2013 is applicable to your company, as
the conditions given in section 135 (1) is fulfilled so your company has spent under CSR for
the year 2023-24.
Your Company treats its "human resources" as one of its most important assets. Your
Company continuously invests in attraction, retention and development of talent on an
ongoing basis. A number of programs that provide focused people attention are currently
underway. Your Company thrust is on the promotion of talent internally through job
rotation and job enlargement. The Company''s Health and Safety Policy commits to provide
a healthy and safe work environment to all employees.
To foster a positive workplace environment, free from harassment of any nature, we have
institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which we
address complaints of sexual harassment at all the workplaces of the Company. Our policy
assures discretion and guarantees non-retaliation to complainants. We follow a gender-
neutral approach in handling complaints of sexual harassment and we are compliant with
the law of the land where we operate. We have also constituted aInternal Complaints
Committee (ICC) to consider and address sexual harassment complaints in accordance with
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013.To that effect, during the year under review, there were no incidences of sexual
harassment reported.
There was no change in the nature of business of the company during the year under review.
As per corporate governance norms, a separate section on Management Discussion and
Analysis outlining the business of the Company is set out in Annexure forming part of this
Report.
No significant and material orders were passed by the regulators or courts or tribunals
impacting the going concern status and Company''s operation in future.
During the current financial year following material events has been occurred:
The Company has filed application with NCLT, Ahmedabad Court 2 on 02.08.2023 for the
SCHEME OF ARRANGEMENT IN THE NATURE OF AMALGAMATION between Yash Shelters
Limited (Transferor) and Yash Innoventures Limited (Transferee).
No Event has occurred after the balance sheet date that representing the material changes
and commitment that affecting the Financial position of the company.
Pursuant to requirement under 134(3)(c) and Section 134(5) of the Companies Act, 2013
(Act), Directors, confirm that:
(a) in the preparation of the annual accounts for the year ended on 31st March, 2024, the
applicable accounting standards read with requirement set out under Schedule III to the
Act, have been followed and there are no material departures from the same;
(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, 2023 and of the profit of
the company for the year ended on that date;
(c) the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
(d) the Directors had prepared the annual accounts on a going concern basis;
(e) the Directors, had laid down internal financial controls to be followed by the company
and that such internal financial controls are adequate and are operating effectively and
(f) The Directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems are adequate and operating effectively.
Your Directors wish to place on record their gratitude and sincere appreciation for the
assistance and co-operation received from the financial institutions, banks, Government
authorities, customers, vendors and members during the year under review.
Your Directors would like to express a profound sense of appreciation for the commitment
shown by the employees in supporting the Company in its continued robust performance
on all fronts.
MR. GNANESH BHAGAT
MANAGING DIRECTOR
(DIN:00115076)
Mar 31, 2015
The Directors have pleasure in presenting their Twenty Fourth Annual
Report on the business and operations of the Company and the accounts
for the Financial Year ended March 31.2015,
1. Performance of the Company (Standalone)
The Board's Report is prepared based on the stand alone financial
Statements of the company.
(Rs. in lacs)
Particulars 2014-2015 2013-14
Sales 1.88 2.04
Other income 29.40 29.40
Depreciation 4.01 3.80
Other expenses 7.83 3.43
Profit/Loss before Tax 19,45 15 21
Profit/Loss after Tax 14.35 15.03
During the year, company could not achieve reasonable level of growth
in terms of turnover due to slow down market in the field of trading in
fire protection Equipments. business. Company will try to achieve the
performance next year by making more initiative in the activities of
the company.
2. DIVIDEND:
With a view to enlarge the business operations of the Company, the
directors did not recommend any Dividend during the year under review.
3. Directors and key Managerial Personnel:
MRS. ANGANA BHAGAT, Woman Director of the Company retires by rotation
at the forthcoming Annual General Meeting and being eligible, offer
herself for reappointment.
During the year under review, MR. JAYPRAKASH SHARMA &. MR. HIRENBHAI
PATEL have been appointed as an Independent Directors FOR term of Five
years with effect from 30th September, 2014, Further. MRS. ANGANA
BHAGAT has been. appointed as Woman Director with effect from 30th
September, 2014.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet with the criteria of
independence as prescribed under sub-section 6 of Section 149 of the
Companies Act. 2013 and under clause 149 of the Listing Agreement
which is hereby enclosed as "Annexure I".
Also, MR.VIKRAM BHAGAT had been appointed Managing Director & Chief
Financial Officer (CFO) with effect from 12th August, 2014.
4. Meetings:
During the year Four Board Meetings and Nineteen Audit Committee
Meetings were convened and held. The dates on which the said Nard
meetings were hold:
May 28, 2014, August 12, 2014, November 14, 2014 & February 9, 2015.
The intervening gap between the Meetings was within the period
prescribed under the Companies Act, 2013,
5. Committees:
The company has several committees which have been established as a
part of best corporate governance practices and are in compliance with
the requirements of the relevant provisions of applicable laws and
statues.
The Board has constituted following Committees.
- Audit Committee
- Nomination and Remuneration Committee
- Stakeholder's Relationship Committee
- Share Transfer Committee
The details with respect to the compositions, powers, roles, terms of
reference etc, of relevant committees are given in detail In the
'Report on Corporate Governance' of the Company which forms part of
this Annual Report
6, Extracts of Annual Return
Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of
Section 92 of the Companies Act 2013 read with Rule 12 of the Companies
(Management and Administration) Rules, 2014 the extracts of the Annual
Return as at March 31, 2015 forms part of this report as "Annexure 11".
7. STATUTORY AUDITORS & AUDIT REPORT;
M/S ARVIND A.THAKKAR & CO.,(Firm Registration No, 100571W) Chartered
Accountants have been appointed as statutory auditors of the company at
the Annual General Meeting held on September 30, 2014 to hold office
from the conclusion of Annual General Meeting (AGM) held on September
30, 2014 for a consecutive period of FIVE (5) financial years, subject
to ratification by the shareholders annually. Accordingly, ratification
of appointment of Statutory Auditors is being sought from the members
of the company at the ensuing ACM, In this regard, the Company has
received a certificate from the auditors to the effect that if their
appointment is ratified, it would be In accordance with the provisions
of Section 141 of the Companies Act, 2013.Auditors comments on your
company's accounts for year ended March 11, 2015 are self explanatory
in nature and day not require any explanation as per provisions of
Section 134(3](D of the Companies Act, 2013.
Notes to the accounts referred to in Auditor's report are self
explanatory and therefore do not call for any further comments,
8. Internal Control systems
During the year, the Company continued to implement their suggestions
and recommendations to Improve the control environment. Their scope of
work includes review of processes for Safeguarding the assets uf the
Company, review of operational efficiency, effectiveness of systems and
processes, and assessing the internal control strengths in all areas.
9, SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT
Pursuant to Section 204 of the Companies Act, 2013, your company had
appointed M/s. A. Shah & Associates, Practicing Company Secretaries,
Ahmadabad, as its Secretarial Auditors to conduct the Secretarial Audit
of the company for FY 2014-15. The Report of the Secretarial Auditor
for the FY 2014-15 is annexed to this report as "Annexure III".
Secretarial Auditors have qualified their report to the Members af the
Company & in this connection; the Board of Directors of the Company has
discussed the same at arm's length and agreed the take the corrective
steps on following Qualifications:
1, Company is listed on Ahmadabad Stock Exchange (ASE) but no statutory
compliance are done with the stock Exchange pursuant to Listing
Agreement, Depositories Act and any other compliance as required to be
dune with a Stock Exchange.
2. Company Is yet to comply with Clause 47(a) of Listing Agreement
3. Company is not In compliance with to Section 203 (1) (ii) of
Company's Act, 2013
4. Company Is yet to comply with the section 138 of the Companies Act,
2013 i.e. Internal Auditor needs to be appointed Co conduct the
internal audit of the functions and activities if the company.
Secretarial Auditor report [MR-3) is self explanatory and therefore do
not call for any further comments.
10. BOARD EVALUATION:
Board of directors of the Company evaluated performance of independent
directors as well as board as whole, On the basis of criteria laid down
by the Nomination and Remuneration Committee am it was framed that
overall performance and contribution of directors of the Company are
satisfactorily and they are making their best efforts for the
advancement of the Company
11. Fixed Deposits
Your company has. not accepted any fixed deposits from the public
within the provisions of Section 73 to 76 of the Companies Act, 2013.
Hence, the disclosures required as per Rule B (5) (v) & (vi) of the
Companies [Accounts] Rules, 2014, read with Section 73 to 76 of the
Companies Act, 2013 are not applicable to your Company.
12. Corporate Governance
The Company believes that good Corporate Governance is a continuous
process and it is our continuous endeavor to achieve good governance,
by way of a conscious and conscientious effort whereby ensuring the
truth, transparency, accountability and responsibility in all our
dealings with all our stakeholders,
A separate section on Corporate Governance Standards followed by your
company, as stipulated under Clause 49 of the Listing Agreement is
enclosed as Annexure to this Report. The Report on Corporate Governance
also contains certain disclosures required under Companies Art, 2013,
A certificate from M/s. ARVIND A, THAKKAH &. CO., Chartered
Accountants, conforming compliance to the conditions of Corporate
Governance as stipulated under Clause 43 of the Listing Agreement is
annexed to this Report
13. Vigil Mechanism
In pursuant to the provisions of section 177(9] & (10] of the Companies
Act. 2013, a Vigil Mechanism for directors and employees to report
genuine concerns has been established. The Vigil Mechanism Policy has
been uploaded on the website of the Company at www.redexprotech.com
under investors/others/Whistle blower Policy link.
14. Energy. Technology
Conservation of energy
(i) the steps taken or impart on conservation of N.A
energy
(ii) the steps taken by the company for utilizing N.A
alternate sources of energy
(iii) the capital investment on energy conservation N.A
equipment's
(b) Technology absorption
(I) the efforts made towards technology absorption N.A
(ii) the benefits derived like product improvement N.A
cost reduction, product develop mentor import
substitution
[iii] in case of imparted technology (imported
during N.A
the last three years reckoned from the
beginning of the financial year.
(a] the details of technology imported N.A
(b] the year of import N.A
[c] whether the technology been fully absorbed N.A
[d] if not fully absorbed, areas where absorption N.A
has not taken place, and the reasons thereof
(iv) the expenditure incurred on Research and N.A
Development
15. Foreign Exchange Earnings / OUTGO:-
As the Company has not carried out arty activities relating to the
export and import during the financial year. There Is no foreign
exchange expenses and foreign income during the financial year.
16. NOMINATION AND BFMIIKEBATION PDL1CV
The Board has on the recommendation of Nomination and Remuneration /
Compensation Committee framed a policy on directors' appointment and
remuneration of Directors including criteria for determining
qualification, positive attributes, independence of directors and
remuneration for Directors, Key Managerial Personnel and other
employees. The policy is annexed to this report as "Annexure IV".
17. Particulars, of Contracts or Arrangements with Related Parties
All related party transactions that were entered during the financial
year were in ordinary course of the business of The company and were on
arm's length basis. There were no materially significant related party
transactions entered by the Company with Promoters, Directors, Key
Managerial Personnel or other persons which may have a potential
conflict with the interest of the company.
All such Related party Transactions are placed before the Audit
Committee for approval
The policy on materiality of Related Party Transactions and also on
dealing with Related Party Transaction is as approved by the Audit
Committee and the Board of Directors is has been uploaded on the
website of the Company at www.redeKprotech.com under investors/others/
Related Party Transaction Policy link.
The particulars of every contract or arrangements entered into by the
Company with related parties referred to in sub-section (I) of section
108 of the Companies Act, 2013 is disclosed in Form No. AOC-Z In
"Annexure V.
18. Particulars of Loans. Guarantees or Investments under Section 186
In terms of provisions of Section 134 (3)(g), the Particulars of Loans.
Guarantees or Investments under Section 136, is annexed hereto as
Annexure vi and farms part of this Report
19, PARTICULARS OF EMPLOYERS REMUNERATION:
A. The ratio of the rennin titration 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 farming, part of this report as "Admixture VI.
B. The statement containing particulars of employees as required under
Section 197(12] of the Companies Act, 2013 read with Rule 5[2] of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules.
2014 is not provided as no employees is paid remuneration of Rs, 5 Lac
Per month if employed for part of the year and Rs. 60 Lacs Per Annum if
employed far the whole year,
20. Human Resources
Your Company treats its "human resources" as one of Its most important
assets.
Your Company continuously invest in attraction, retention and
development of talent on an ongoing basis. A number of programs that
provide focused people attention are currently underway. Your Company
thrust is on the promotion of talent internally through job
rotation. and job en large merit.
21. OBLIGATION OF COMPANY UNDER THE SEXUAL. HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION. PROHIBITION AND REDRKSSAL) ACT. 2013:
1. Disclosure under Section 22 of the Sexual Harassment Of Women At
Workplace (Prevention, Prohibition and Redressal Act, 2013:
Section 22 of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act 2013 is not applicable to the Company as
there is no woman at the workplace of the Company.
Under the said Art every company is required to set up an Internal
Complaints Committee to look into complaints relating to sexual
harassment at work place of any women employee,
Company has adopted a policy for prevention of Sexual Harassment of
Women at Workplace and has set up Committee for implementation of said
policy. During the year Company has not received any complaint of
harassment
22. CHANGE IN NATURE OF THE BUSINESS
There has been no change In the nature of business of the company
during the year under review.
23. MANAGEMENT DISCUSSION AND ANALYSIS;
As per Clause 49 of listing agreement with the Stock Exchanges, a
separate section on Management Discussion and Analysis outlining the
business of the Company is set out In Annexure forming part of this
report,
24. SEGWTFICANT OR MATERIAL ORDERS AGAINST COMPANY:
No significant and material orders were passed by the regulators or
courts or tribunals Impacting the going concern status and Company's
operation in future.
25. Directors Responsibility statement;
Pursuant to requirement under 134(3)[c] of the Companies Act, 2013
[Act), Directors, can firm that;
(a) in the preparation of the annual accounts for the year ended on
31st March, 2015, the applicable accounting standards read with
requirement set our under Schedule Ell to the Act, have been Followed
and there are no material departures from the same;
(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, 2015 and of the profit of the company
for the year ended on that date;
(c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
[d) the Directors had prepared the annual accounts on a going concern
basis:
[e)the Directors, had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and are operating effectively and
(f) The Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate and operating effectively.
26. Acknowledgement
Your Directors wish to place on record their gratitude and sincere
appreciation for the assistance and co-operation received from the
financial institutions, banks, Government authorities, customers,
vendors and members during the year under review.
Your Directors would 'like to express a profound sense of appreciation
for the commitment shown by the employees in supporting the Company
its continued robust performance on all fronts.
Place: AHMEDABAD BY ORDER OF THE BOARD OF DIRECTORS.
Date: 12/08/2015 FOR,REDEX PROTECH LIMITED
MR.VIKRAM BHAGAT
Mg, Director
(DIN:00114739]
Mar 31, 2014
Dear Members,
We are presenting the Twenty Third Annual Report together with the
audited Statement of accounts for the year ended on 31st March, 2014.
1. Financial Results
(Amount in Rupees)
Financial Year
Description 2013 2014 2012-2013
Total Revenue 31,44,149 31,48,851
Less: Finance Cost 327 2,624
Less: Depredation & Amortization 3,79,536 3,45,160
Less:Other expenses 8,43,457 7,58,901
Profit/(Loss] before Exceptional
items & Tax 19,20,829 20,42,166
Exceptional items -
Profit/fLoss) before Tax 19,20,829 20,42,166
Tax Expense 4,13,081 4,73,118
Net Profit/(Loss) for the Year 15,07;748 15.69,048
2. Operations:
During the F.Y. 2013-14, Company has achieved turnover at Rs.
31,44,149/- as compared to Rs. 31,48,851/- in previous year. The
company has also earned Net profit of Rs. 15,07,748/- as compared to
Rs. 15,69,048/- in the previous year.
3. Dividend:
Directors did not recommend any dividend and decided to plough hack the
profit for future expansion planning.
4. Directors:
As per provisions of Section 152(6) of the Companies Act, 2013, Mr.
Jayprakash Sharma, Director liable to retire by rotation, offers
himself for re-appointment at the general meeting and if appointed as
Director of the Company, be appointed as an Independent Director for
five consecutive years as per provisions of Section 149 of the
Companies Act, 2013. Mrs. Angana Bhagat, be appointed as a Woman
Director as per provisions of Section 149 of the Companies Act, 2013.
Mr. Hirenbhai Patel is being appointed as an Independent Director for
five consecutive years as per provisions of Section 149 of the
Companies Act, 2013. Necessary resolutions for the appointment
/re-appointment of the aforesaid directors have been included in the
notice convening the ensuing ACM and details of the proposal for
appointment / re-appointment are mentioned in the explanatory statement
of the notice. Your directors commend their appointment / re-
appointment. All the directors of the Company have confirmed that they
are not disqualified from being appointed as directors in terms of
Section 164 of the Companies Act, 2013 (Previously being Section 274(1)
(g) of the Companies Act, 1956).
5. Personnel
Your directors'' wish to place on record their appreciation for the
contribution to growth of the business made by employees at all levels.
Information as required pursuant to section 217(2A) of the companies
Act, 1956 has not been given, as it is not applicable.
6. Auditors
M/s ASA & Associates LLP, a Firm of Chartered Accountants, Ahmedabad,
Existing Auditor of the Company (Firm Registration No.: 009571W) has
resigned from the place of Auditor of the Company and M/s. Arvind A.
Thakkar & Co. (Firm Registration No. 100571W). be and is her by
appointed as Statutory Auditor of the Company. As per newly inserted
Section 139 of the Companies Act, 2013, they are appointed for a term
of five consecutive financial years, for which necessary resolution is
put to vote in this ACM. as stated in the item no. 3 of the notice,
they are eligible for appointment to conduct statutory audit. The
company has received certificate from the auditor to the effect that
their appointment if made, would be within the prescribed limits under
the Companies Act.
Notes to the accounts referred to in Auditor''s report are self
explanatory and therefore do not call for any further comments.
7. Deposits
During the year under review. Company has not accepted inter corporate
Deposits, which falls under Section 58A of Companies Act, 1956.
8. Energy. Technology And Foreign Exchange
The additional information required to be disclosed in terms of
notification No.1029 dated 3lst December, 1998 issued by the Department
of Company Affairs, Ministry of Finance is not applicable to the
company. Hence, it is not disclosed in the report.
9. Foreign Exchange Earning and Outgo
There were no foreign exchange earnings or outgo during the year.
10. Directors'' Responsibility Statement
Pursuant to Section 217(2A) of Companies Act, 1956, the Directors
confirm that:
i. In the preparation of Annual Accounts, appropriate accounting
standard have been followed.
ii. Appropriate accounting policies have been selected and applied
consistently and judgments and estimates made that are reasonable and
prudent so as to give true and fair view of state of afFairs of the
company at the end of financial year ended 31st March. 2014.
iii. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of
Companies Act, 1956 for safe guarding the assets of the company and for
preventing and detecting fraud and other irregularities.
iv. The Annual Accounts have been prepared on going concern basis.
11. Auditors Qualification
Auditors have qualified their report to the members of the Company. In
the report presented by the Auditor, they have shown related party
transactions entered into by the Company to the tune of Rs.
2,80,66,091/- during the financial year 2013-14.
In this connection directors of the Company have discussed the same at
arm''s length on the recommendation of the audit committee and have
initiated to take necessary actions so as to show fair view of state of
affairs of the company in the coming financial year.
12. Report on Corporate Governance
Compliance Report on Corporate Governance is a part of Annual Report is
annexed herewith.
13. Acknowledgements
Your Directors wish to place on record their appreciation of the whole
hearted co-operation extended to company from various departments of
the central and state governments, company'' bankers and financial
institutions and employees of the company and look forward for the same
cordial relationship in coming years.
PLACE: AHMEDABAD By order of the Board of Directors,
For, REDEX PROTECH LIMITED
DATE: 12/08/2014
MR. VIKRAM BIIACAT
Mg. DIRECTOR
(DIN-00114739)
Mar 31, 2013
To, The Members,
The are presenting the Twenty Second Annual Report together with the
audited Statement of accounts for the year ended on 31st March, 2013.
l. Financial Results
(Amount m Rupees'')
Financial Year
Description 2012-2013 2011-2012
Total Revenue 31,48,851 31,32,485
Less: Finance Cost (2,624) (4,709)
Less: Depreciation & Amortization (3,45,160) (2,81,751)
Less: Other expenses (7,58,901) (64,13,873)
Pro fit/(Loss) before Exceptional items &
Tax 20,42,166 (35,67,848)
Exceptional items - 58,02,675
Profit/(Loss) Before Tax 20,42,166 22,34,827
Tax Expense (4,73,118) (13,14,601)
Net Profit/(Loss) for the Year 15,69,048 35,49,428
Balance Brought Forward from Previous
Year (2,47,34,946) (5,18,95,874)
Amount Available for Appropriation
Appropriations
Balance Carried to Balance Sheet (2,31,65,897) (2,47,34,946)
2. Operations;
During the year F.Y. 2012-13, Company has achieved expected and desired
growth in terms of turnover as the working of the company was developed
more in comparison of previous year. The company has earned Net profit
of Rs. 15, 69, 048/- as compared to Net Profit of Rs. 35,49, 428/-in
the previous year.
3. Dividend:
Your Directors did not recommend any dividend on account of inadequate
profit.
4. Directors;
Mr. Jayprakash Sharma, Director who retires by rotation, and offers
himself for re- appointment at the general meeting.
5. Personnel
Your directors'' wish to place on record their appreciation for the
contribution to growth of the business made by employees at all levels.
Information as required pursuant to section 217(2A) of the companies
Act, 1956 has not been given, as it is not applicable.
6- Auditors
M/s ASA & Associates, Chartered Accountants, Ahmedabad, Auditor of the
Company holds office until the conclusion of the ensuring Annual
General Meeting. As stated in the item no. 3 of the notice, they are
eligible for reappointment to conduct Statutory Audit. The company has
received certificate from the auditor to the effect that their
appointment if made, would be within the prescribed limits under
section 224(1) of the Companies Act, 1956.
Notes to the accounts referred to in Auditor''s report are self
explanatory and therefore do not call for any further comments.
7. Deposits
During the year, Company has not accepted inter corporate Deposits,
which falls under Section 58A of Companies Act, 1956.
8. Energy, Technology and Foreign Exchange
The additional information required to be disclosed in terms of
notification No.1029 dated 31st December, 1998 issued by the Department
of Company Affairs, Ministry of Finance is not applicable to the
company. Hence, it is not disclosed in the report.
9. Foreign Exchange Earning and Ontgo
There were no foreign exchange earnings or outgo during the year.
10. Directors'' Responsibility Statement
Pursuant to Section 217(2A) of Companies Act, 1956, the Directors
confirm that:
i. In the preparation of Annual Accounts, appropriate accounting
standard have been followed.
ii. Appropriate accounting policies have been selected and applied
consistently and judgments and estimates made that are reasonable and
prudent so as to give true and fair view of state of affairs of the
company at the end of financial year ended 31st March, 2013.
Hi. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of
Companies Act, 1956 for safe guarding the assets of the company and for
preventing and detecting fraud and other irregularities.
iv. The Annual Accounts have been prepared on going concern basis.
11. Auditor''s Qualification
Auditors have qualified their report to the members of the Company. In
the report presented by auditor, they have shown related party
transaction done by the company with related parties to, the tUne of
Rs. 2, 81,12, 091/- during the financial year 2012-13. ''
In this connection directors of the company have discussed the same at
arm''s length on the recommendation of audit committee and have imitated
to take necessary action so as to show fair view of state of affairs of
the company in the coining financial year.
12. Report on Corporate Governance
Compliance Report on Corporate Governance is a part of Annual Report
and is annexed herewith.
Acknowledgements
Your Directors wish to place on record their appreciation of the whole
hearted co-operation extended to company from various departments of
the central and state governments, company'' bankers and financial
institutions and employees of the company and look forward for the same
cordial relationship in coming years.
PLACE: AHMEDABAD FOR AND ON BEHALF OF THE BOARD
DATE: 29/05/2013 REDEX PROTECH LIMITED
Mar 31, 2010
We are presenting the Nineteenth Annual Report together with the
Audited Statement of Accounts for the year ended on 31st March, 2010.
Year 2009-10 Year 2008-09
FINANCIAL RESULTS (Rs. In 000) (Rs In 000)
Sales and service charges
& other income 8649 11304
(A) Profit before depredation
and taxes 2863 2646
B) Depreciation (247) (247)
C Profit before taxes 2616 2399
(D) Provision for taxes 404 Nil
(E) Profit after taxes 2212 2399
F) Profit/Loss b/f from earlier year (55460) (57860)
(G) Profit/Loss c/f to Balance sheet (53248) (55460)
OPERATIONS
During the year F.Y. 2009-10, company could not achieve expected and
desired growth in terms of turnover as the working of the company was
under tremendous pressure due to over sluggish economic scenario.
However, after a prolonged spell of uncertainty and repulsion in the
working on account of mounting losses from the operations, the company
has been able to come out of the burgeoning cash loss position since
last three years. This can be attributed to the various measures
adopted by the company in the last few years.
DIVIDEND
Your directors do not declare any dividend. FIXED DEPOSITS
The company has not accepted any deposits from the public during the
year under review.
EVENTS OCCURING AFTER THE BALANCE SHEET DATE
There are no material events, changes or commitments affecting the
financial position of the company which have occurred between the end
of the financial year of the company to which the Balance Sheet relates
and the date of this report.
DIRECTORS
Shri V.D.Bhagat retires by rotation and being eligible offers himself
for re-appointment as per the provisions of Articles of Association of
the Company. All other directors are eligible, qualified and willing to
continue their office.
AUDITORS
SHRIKANT SHAH 85 Co., Chartered Accountants, Ahmedabad Auditor of the
company holds office until the conclusion of the ensuing Annual General
Meeting. As stated in the item no. 3 of the notice, they are eligible
for reappointment to conduct statutory audit. The company has received
certificate from the auditor to the effect that their appointment if
made, would be within the prescribed limits under section 224(1) of The
Companies Act 1956.
Notes to the accounts referred to in Auditors Report are self
explanatory and therefore do not call for any further comments.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION.
Particulars under the Companies (Disclosure of Particulars in the
Report of the Board of Directors) Rules, 1988 on conservation of
energy, technology absorption
(1) The energy conservation measures are not applicable to the Company.
(2) Technological absorption and adaptation in new area are not
applicable in Current Year.
FOREIGN EXCHANGE EARNINGS AND OUTGO
There was no foreign exchange earning or outgo during the year.
PARTICULARS OF EMPLOYEES
There are no employees whose particulars pursuant to sec .217 (2A) of
The Companies Act, 1956 read with Companies (Particulars of the
employees) Rules, 1975 are to be disclosed.
DIRECTORS RESPONSIBILITY STATEMENT
As stipulated in Section 217 (2AA) of Companies Act, 1956, your
directors subscribe to the "Directors Responsibility Statement" and
confirm:
1. that in the preparation of the annual accounts, the applicable
accounting standards have generally been followed and that no material
departures have been made from the same;
2. 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 and of the
profit of the company for that period;
3. that the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of Companies Act, 1956 for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities
to the best of their knowledge and ability;
4. that the directors have prepared the annual accounts on a going
concern basis.
ACKNOWLEDGEMENTS
The board wished to record their appreciation of the efforts put in by
the employees of the company. The Board also wished to place on record
their gratitude for the co-operation and assistance received from the
banks, shareholders, customers and thank them for their continued
support.
Place: Ahmedabad For and on behalf of Board of Directors
Date: 25th August, 2010 (Director)
(J.B. SHARMA)
Mar 31, 2009
We are presenting the Eighteenth Annual Report together with the
Audited Statement of Accounts for the year ended on 31st March, 2009.
Year 2008-09 Year 2007-08
FINANCIAL RESULTS (Rs. In 000) (Rs. In 000)
Sales and service charges & other income 11304 1946
(A) Profit before depreciation and taxes 2646 382
(B) Depreciation (247) (247)
(C) Profit before taxes 2399 135
(D) Provision for taxes Nil Nil
(E) Profit after taxes 2399 135
(F) Profit/Loss b/f from earlier year (57860) (57995)
(G) Profit/Loss c/f to Balance sheet (55461) (57860)
OPERATIONS
During the year F.Y. 2008-09, company could not achieve expected and
desired growth in terms of turnover.as the working of the company was
under tremendous pressure due to over sluggish economic scenario.
However, after a prolonged spell of uncertainty and repulsion in the
working on account of mounting losses from the operations, the company
has been able to come out of the burgeoning cash loss position since
last three years. This can be attributed to the various measures
adopted by the company in the last few years.
DIVIDEND
Your directors do not declare any dividend.
FIXED DEPOSITS
The company has not accepted any deposits from the public during the
year under review.
EVENTS OCCURING AFTER THE BALANCE SHEET DATE
There axe no material events, changes or commitments affecting the
financial position of the company which have occurred between the end
of the financial year of the company to which the Balance Sheet relates
and the date of this report.
DIRECTORS
Shri V.D.Bhagat retires by rotation and being eligible offers himself
for re-appointment as per the provisions of Articles of Association of
the Company. All other directors are eligible, qualified and willing to
continue their office.
AUDITORS
SHRIKANT SHAH & Co., Chartered Accountants, Ahmedabad Auditor of the
company holds office until the conclusion of the ensuing Annual General
Meeting. As stated in the item no. 3 of the notice, they are eligible
for reappointment to conduct statutory audit. The company has received
certificate from the auditor to the effect that their appointment if
made; would be within the prescribed limits under section 224(1J of The
Companies Act, 1956.
Notes to the accounts referred to in Auditors Report are self
explanatory and therefore do not call for any further comments.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
Particulars under the Companies (Disclosure of Particulars in the
Report of the Board of Directors) Rules, 1988 on conservation of
energy, technology absorption
(1) During the year energy conservation measures were continued. As the
company does not require HP power connection, it has decided to convert
the HT supply in to LT power supply.
(2) The above mentioned measures have resulted in energy saving and
subsequent reduction in energy cost and thus in cost of production.
(3) Technological absorption and adaptation in new area have been taken
up.
(4) Company is quite hopeful that as a result of the above, there would
be improvement in manufacturing process, quality and productivity.
FOREIGN EXCHANGE EARNINGS AND OUTGO
There was no foreign exchange earning or outgo during the year.
PARTICULARS OF EMPLOYEES
There are no employees whose particulars pursuant to sec.217 (2A) of
The Companies Act, 1956 read with Companies (Particulars of the
employees) Rules, 1975 are to be disclosed.
DIRECTORS RESPONSIBILITY STATEMENT
As stipulated in Section 217 (2AA) of Companies Act, 1956, your
directors subscribe to the "Directors Responsibility Statement" and
confirm:
1. that in the preparation of the annual accounts, the applicable
accounting standards have generally been followed and that no material
departures have been made from the same;
2. 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 and of the
profit of the company for that period;
3. that the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of Companies Act, 1956 for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities
to the best of their knowledge and ability;
4. that the directors have prepared the annual accounts on a going
concern basis.
ACKNOWLEDGEMENTS
The board wished to record their appreciation of the efforts put in by
the employees of the company. The Board also wished to place on record
their gratitude for the co operation and assistance received from the
banks, shareholders, customers and thank them for their continued
support.
Place: Ahmedabad
Date: 23rd August, 2009
(Director)
(J.B. SHARMA)
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