Your Directors have pleasure in presenting the 44th Annual Report of J. Taparia Projects Limited on the business and operations of the company along with the Audited Standalone Financial Statements for the financial year ended on 31st March, 2024.
1. FINANCIAL HIGHLIGHTS:
R in Lakhs)
|
Particulars
|
Current year
|
Previous year
|
| |
2023-24
|
2022-23
|
|
Revenue From Operations and Other Income
|
420.71
|
12.89
|
|
Profit before Depreciation, Interest & Tax
|
(631.23)
|
1.26
|
|
Less: Depreciation and Amortization
|
0.99
|
-
|
|
Less: Finance Costs
|
0.23
|
0.90
|
|
Profit before Tax
|
(632.45)
|
0.36
|
|
Less: Tax Expense
|
0.07
|
-
|
|
(Profit for the year (1)
|
(632.52)
|
0.36
|
|
Other Comprehensive Income (2)
|
(1,412.90)
|
(2,347.88)
|
|
Total Comprehensive Income (1 2)
|
(2,045.41)
|
(2,347.52)
|
|
Add: Balance of Profit for earlier years
|
1,360.46
|
3,707.97
|
|
Less: Transfer to Reserves
|
-
|
-
|
|
Less: Dividend paid on Equity Shares
|
-
|
-
|
|
Balance carried forward
|
(684.95)
|
1,360.46
|
Note:
a. During the financial year 2011-12, the company had made investments of ^ 1,04,36,025/- each in five companies namely Coolhut Traders Limited, Fabert Merchandise Limited, Footflash Trading Limited, Gabarial Enclave Limited and Gritty Marketing Limited to acquire 100% holding viz. 70,000 equity shares of ^ 10/- each, in each of the five companies. All the companies were thereafter converted into LLPs in the financial year 2018-19. Consequently, the investments were converted into capital contributions to the tune of ^ 1,04,36,025/- in each LLP respectively. During the financial year under consideration i.e. financial year 2023-24, a supplementary agreement was executed in respect of each of the LLPs on 28th June, 2023 whereby the Company has retired as a partner from all of the above five LLPs. On retirement, the Company received an amount of ^ 6,94,000/- from each of the five LLPs. The same was duly approved by the company via board resolution passed in the board meeting held on 28th June, 2023 and special resolution passed at the AGM dated 7th August, 2023. The resultant loss on such divestment has been recognized in the books as Loss from Subsidiary LLPs on disposal.
b. During the FY under consideration, the company has disposed off its investments in two subsidiaries, namely, Suvridhi Vanijya Private Limited and Waterlink Suppliers Limited w.e.f. 1st October, 2023 via
donation to charitable trust. The amount of such donation was the book value of the companies, total ^ 2,10,52,000/- and the same has been recognized in the books as loss on disposal of investment through donation.
c. In view of the above, Consolidated Financial Results were available only from 1st April, 2023 to 30th September, 2023. W.e.f. 1st October, 2023, consolidated financial results were not applicable to the company. Hence, for the year ended 31st March, 2024, the company has adopted only standalone financial results.
2. SHIFTING OF REGISTERED OFFICE AND CORPORATE OFFICE OF THE COMPANY:
Pursuant to Section 12 of The Companies Act, 2013 and other applicable provisions of The Companies Act, 2013 and rules made thereunder (including any statutory modification or re-enactment thereof for the time being in force), the company had changed the Registered Office from 1 Mall Road (Khudiram Bose Sarani) 3rd Floor, Kolkata, West Bengal - 700 080 to 4A, Council House Street, MMS Chambers, 1st Floor, Room No. D, Council House Street, Near Olisa Reality, Opposite Raj Bhavan, Kolkata, West Bengal - 700 001 with effect from 07th November, 2023.
The Board at it's Board meeting held on 14th February, 2024 had approved the shifting of registered office of the company from the state of West Bengal to the state of Gujarat, subject to approval of shareholders and regulatory authorities. The shifting of registered office will be from 4A, Council House Street, MMS Chambers, 1st Floor, Room No. D, Council House Street, Near Olisa Reality, Opposite Raj Bhavan, Kolkata, West Bengal - 700 001 to Office No. 306, 3rd Floor, Urban 2, Bhayli, Vadodara, Gujarat - 390 007 subject to necessary approvals.
As the new management is based in Vadodara, the Company has set up its Corporate Office at Office No. 306, 3rd Floor, Urban 2, Bhayli, Vadodara, Gujarat - 390 007 wherein KMP's, Directors and majority of the employees have been functioning from. The same was approved in the Board Meeting held on 01st September, 2023. All the books of accounts and statutory registers are maintained in the Corporate Office of the Company.
3. OPERATIONS/ STATE OF COMPANY'S AFFAIRS:
During the year under review, the Company has incurred loss of ^ 6,32,51,822.50/-. During the year, there was change in control and management of the company.
The Directors are identifying the prospective areas and will make appropriate investments that will maximize the revenue of the company in the current financial year.
During the financial year 2023-24, there has been change in the control and management of the company. Mr. Sarvesh Manmohan Agrawal and Mr. Chirayu Agrawal have acquired 44,33,200 equity shares of ^ 10/- each representing 27.37 % of the paid-up capital of the Company by way of Share Purchase Agreement dated 23rd March, 2023 between the erstwhile promoters and acquirers.
The acquirers have made Open Offer of 48,60,000 equity shares of ^ 10/- each at an offer price of ^ 6/- per share representing 30.00% of the paid-up capital of the company. The Open offer opened on 13th June, 2023 and closed on 26th June, 2023 & it was successfully completed on 26th August, 2023. 48,04,130 Equity shares were tendered in the Open Offer. The present promoters after compilation of open offer are holding 92,37,330 equity shares of ^ 10/- representing 57.02% of the paid-up Capital of the Company. Pursuant to the completion of the open offer the entire Board of the company was changed on 12th August, 2023, details of which are given elsewhere in the report.
The company has changed the main objects in its Board Meeting held on 01st September, 2023 and shareholders' approval was taken by way of postal ballot and resolution was passed on 08th January, 2024 to carry out the business related to trade, manufacture, process, prepare, disinfect, fermentative, compound, mix, clean, wash, concentrate, crush, grind, segregate, pack, repack, add, remove, heat, grade, preserve, freeze, distillate boil, sterilize, improve, extract, refine, buy, sell, resale, import, export, bater, transport, store, forward, distribute, dispose, develop, handle, manipulate, market, supply and to act as an agent, broker, representative, consultant, collaborator, stockist, liaisoner, middleman, export house, job worker, or otherwise to deal in all types, description, tastes, uses and packs of agriculture commodity, dry fruit and consumer food items, chilly, coriander, turmeric, spices, garam masala, their by product, ingredients, derivates, residues, including foods and vegetables, packed foods, drinks, beverages, juices, jams, jelly, sauces, pickles, sausages, syrup, sarbats, flavored drinks, health and diet drinks, extruded food, frozen foods, fast food, cream, cheese, ghee, butter, biscuits, bread, cakes, pastries, confectioneries, sweets, chocolates, toffees, breakfast foods, protein foods, milk foods, strained baby foods, instant foods, cereal product, table delicacies whether natural artificial or synthetic and to carry on such other business may be mutually agreed upon by the partners from time to time in India and Outside India subject to shareholders' and Regulatory bodies' approval/s. Furthermore to establish and carry on the business of master franchise, area representative, developer or franchisee of any International/Local brand franchiser or as assignee or agent of master franchise and to procure, market and provide rights to use a format and system relating to the establishment and operation of franchised restaurants, catering outlets, hotel, pizzeria, food delivery and recreational services in India or internationally and to perform activities of retail/wholesale trade of raw materials and other items incidental to the above business.
The new business line will make a value addition to the net worth of the Company. The Company had received the certificate of Registration of the Special Resolution Confirming Alteration of Object Clause(s) from Registrar of Companies, Central Processing Centre (CPC) dated 01st March, 2024.
4. LISTING OF EQUITY SHARES:
The Company's equity shares are listed on The BSE Limited (Scrip code: 538539).
The Company has paid the Annual listing fees for the financial year 2023-24 to the said Stock Exchange as required.
5. DIVIDEND:
In view of strengthening the financial position and to enhance the reserve base of the Company, the Directors have not recommended any dividend during the financial year 2023-24.
6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
Since there was no unpaid/unclaimed Dividend declared and paid in the previous financial year, the provisions of Section 125 of The Companies Act, 2013 is not applicable to the Company.
7. SHARE CAPITAL:
The paid-up capital of the company as on 31st March, 2024 is ^ 16,20,00,000. During the financial year, the Company has not allotted any equity shares.
8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
There is no such material change and commitment affecting the financial position of the Company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.
9. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:
The Company is committed to provide and promote safe, healthy and congenial atmosphere irrespective of gender, caste, creed, color or social status of the employee. All employees (permanent, contractual, temporary, trainees) are covered. During the financial year, no complaints were received.
|
a
|
Number of complaints filed during the financial year
|
NIL
|
|
b.
|
Number of complaints disposed off during the financial
|
NA
|
| |
year
|
|
|
c.
|
Number of complaints pending as on end of the
|
NA
|
| |
financial year
|
|
10. HOLDING, SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES COMPANIES AS PER THE COMPANIES ACT. 2013:
During the financial year 2011-12, the company had made investments of ^ 1,04,36,025/- each in five companies namely Coolhut Traders Limited, Fabert Merchandise Limited, Footflash Trading Limited, Gabarial Enclave Limited and Gritty Marketing Limited to acquire 100% holding viz. 70,000 equity shares of ^ 10/- each, in each of the five companies. All the companies were thereafter converted into LLPs in the financial year 2018-19. Consequently, the investments were converted into capital contributions to the tune of ^ 1,04,36,025/- in each LLP respectively. During the financial year under consideration i.e. financial year 2023-24, a supplementary agreement was executed in respect of each of the LLPs on 28th June, 2023 whereby the Company has retired as a partner from all of the above five LLPs. On retirement, the Company received an amount of ^ 6,94,000/- from each of the five LLPs. The same was duly approved by the company via board resolution passed in the board meeting held on 28th June, 2023 and special resolution passed at the AGM dated 7th August, 2023. The resultant loss on such divestment has been recognized in the books as Loss from Subsidiary LLPs on disposal.
During the FY under consideration, the company has disposed off its investments in two subsidiaries, namely, Suvridhi Vanijya Private Limited and Waterlink Suppliers Limited w.e.f. 1st October, 2023 via donation to charitable trust. The amount of such donation was the book value of the companies, total ^ 2,10,52,000/- and the same has been recognized in the books as loss on disposal of investment through donation.
The Company does not have any holding, subsidiary, joint venture and associate companies as per The Companies Act, 2013 as on 31st March, 2024.
11. CORPORATE SOCIAL RESPONSIBILITY:
The provisions of Section 135 of The Companies Act, 2013 read with The Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company. Hence, there is no need to develop CSR policy and to take initiative thereon.
12. RISK MANAGEMENT:
The Company has framed a Risk Management Policy containing the elements of risks and implementation strategy to mitigate those risks. During the year, the risk management policy was reviewed by the management of the Company; to make it more focused in identifying and prioritizing the risks, role of various executives in monitoring & mitigation of risk and reporting process. Its aim is to enhance shareholders' value and to provide an optimum risk reward tradeoff.
The Risk Management Policy has been reviewed and found adequate to the requirements of the Company, and approved by the Board of Directors. Presently, the composition of Risk Management
Committee as required under Regulation 20 of The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company.
13. BOARD PROCESSES, PROCEDURES AND PRACTICES:
The Company believes that the effectiveness of the Board is reinforced by its structures and the processes and procedures it follows.
It has in place robust practices and processes that contribute to the effective and efficient performance of the Board. Board systems and procedures broadly comprise convening the meetings, contents of the agenda, conducting the meetings, decision making at the meetings, adequacy of minutes and working of Board committees. Decisions relating to the policy and operations of the Company are arrived at meetings of the Board which are held periodically. Meetings of the Board enable discussions on matters placed before them and facilitate decision making based on collective judgment of the Board. The Company follows the best practices in convening and conducting meetings of the Board and its committees. These include:
Frequency of meetings
A minimum of four Board meetings is held each year with the time gap between any two successive meetings not exceeding 120 days. Meetings of the committees are also planned and scheduled to be held along with the Board meetings.
Board Agenda
It strikes a fine balance between the reviews of the past performance and forward-looking issues. The agenda is structured such that routine and administrative matters do not consume too much Board time. The agenda is made available to the Directors along with supporting documents sufficiently in advance of the meetings.
Availability of information to the Board
The Board is supplied in a timely manner with information in a form and of a quality appropriate to enable it to discharge its duties. Under the advice and direction of the Chairman and Managing Director, the Company Secretary's responsibility includes ensuring good flow of information within the Board as well as between Key Managerial Personnel's and Non-Executive Directors.
The following information, inter alia is provided to the Directors of the Company:
• Quarterly results of the Company
• Minutes of meetings of Board and other committees of the Board
• General notices of interest received from Directors
• Show cause, demand, prosecution notices and penalty
• Notices which are materially important
Role of Chairman and Managing Director
The Chairman and Managing Director lives and upholds the highest standards of integrity and probity inside and outside the Boardroom, through setting clear expectations in terms of culture and values, as well as in terms of the style and tone of board discussions. The Chairman and Managing Director encourages Directors to express their views frankly and challenge constructively in order to improve the standard of discussion in the boardroom. The Chairman and Managing Director also encourages the active engagement of all Board members in Board and committee meetings, drawing fully on their skills, experience, knowledge and, where appropriate, independence.
The role includes:
• Setting a board agenda which is primarily focused on business, strategy, accountability, competitive performance and value creation;
• ensuring that issues relevant to this objective are reserved for board consideration, including determining the nature and extent of the significant risks the board is willing to embrace in the implementation of its strategy.
• Advice while respecting executive responsibility; consulting the Independent Director on board matters consistent with regulations; ensuring effective processes are established relating to succession planning and the composition of the board, having regard to the benefits of diversity.
• Making certain that an effective decision-making process is in place in the Board, and that the Board's committees are properly structured with appropriate terms of reference.
• Encouraging the active engagement of all Board members in Board and committee meetings, drawing fully on their skills, experience, knowledge and, where appropriate, independence.
Role of Chief Financial Officer
A Chief Financial Officer takes up the job of planning, implementing and managing all the activities related to finance in the organization and is responsible for all fiscal decisions. Tracking cash, analyzing the Company's financial strength, financial reporting compliances, and proposing corrective actions are also some of the responsibilities. The Chief Financial Officer also updates and advise the Board of Directors on the appropriate financial strategies to be adopted in line with the corporate governance, legal, and ethical aspects. The Chief Financial Officer pays a key role in aligning the business strategies of the Company for the most desirable financial outcomes for the interests of Investors and other stakeholders.
Role of Company Secretary in Overall Governance Process
The Company Secretary has a key role to play in facilitating the effective functioning of the Board through the timely presentation of Board information which by being accurate, clear and comprehensive and assists in high quality decision making. Under the direction of the Chairman and
Managing Director, the Company Secretary's responsibilities includes ensuring accurate information flows within the Board and its committees, between senior management and non-executive Directors, as well as facilitating induction and assisting with professional development. All Directors have access to the advice and services of the Company secretary who is responsible to the Board for ensuring that Board procedures are complied with. In addition, the Company Secretary discharges the functions prescribed under the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Besides, the Company Secretary also acts as secretary of the Board and its committees thereof.
14. FAMILIARIZATION PROGRAMMES:
The Members of the Board of the Company have been provided opportunities to familiarize themselves with the Company, its Management, and its operations. The Directors are provided with all the documents to enable them to have a better understanding of the Company, its various operations, and the industry in which it operates.
All the Independent Directors of the Company are made aware of their roles and responsibilities at the time of their appointment through a formal letter of appointment, which also stipulates various terms and conditions of their engagement.
In addition, the Directors are briefed on their specific responsibilities and duties that may arise from time to time.
The detailed policy on the familiarization programme is available on the website at www.itapariaprojects.com
15. AUDITORS:
Statutory Auditor
Pursuant to Section 139 of The Companies Act, 2013 and rules made thereunder, M/s. R. K. Kankaria & Co., Chartered Accountants (Firm Registration Number: 321093E) was appointed as Statutory Auditor of the company on 7th August, 2023 for the second term of 1 year i.e. from the conclusion of the 43rd Annual General Meeting till the conclusion of 44th Annual General Meeting to be held in the year 2024.
Pursuant to change in control and management of the company as well as change in whole of its Board of Directors, M/s. R. K. Kankaria & Co., Chartered Accountants (Firm Registration Number: 321093E) resigned as Statutory Auditor of the company with effect from 12th August, 2023.
In accordance with the provisions of The Companies Act, 2013, the Board at its meeting held on 20th September, 2023 had appointed M/s. VCA & Associates, Chartered Accountants (Firm Registration
Number: 114414W) as the Statutory Auditors of the Company to fill the casual vacancy caused due to resignation of R. K. Kankaria & Co., Chartered Accountants (Firm Registration Number: 321093E), (Due to change in the control and management of the Company) at a remuneration as may be mutually agreed to, between the Board of Directors and M/s. VCA & Associates, Chartered Accountants, to hold office of Statutory Auditor for a term of 1 year i.e. 07th November, 2023 till the conclusion of Annual General Meeting of the company to be held in the year 2024.
M/s. VCA & Associates, Chartered Accountants had signified their assent and confirmed their eligibility to be appointed as Statutory Auditors in terms of the provisions of Section 141 of The Companies Act, 2013 read with Rule 4 of The Companies (Audit and Auditors) Rules, 2014. The firm performed its obligations in adherence to recognized auditing standards and periodically certifies its independence from the management.
Secretarial Auditor
Pursuant to the provisions of Section 204 of The Companies Act, 2013 read with Rule 9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014; the Company had appointed M/s. Pooja Amit Gala, Company Secretary in Practice (Membership Registration No. 69393) as the Secretarial Auditor of the Company to conduct the secretarial audit for the financial year 202324. During the year under review, M/s. Pooja Amit Gala's sole proprietorship was registered as firm namely M/s. Pooja Gala & Associates.
The Secretarial Audit Report in Form MR-3 forms part of the Report on Corporate Governance. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor in her report.
ANNUAL SECRETARIAL COMPLIANCE REPORT
The Company had undertaken an audit for the financial year 2023-24 for all applicable compliances as per The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report issued by M/s. Pooja Gala & Associates, Practicing Company Secretaries, Secretarial Auditor for the financial year 2023-24 has been submitted to the stock exchange and forms part of the Report.
No non-compliance has been reported under the Annual Secretarial Compliance Report for financial year 2023-24.
16. INTERNAL AUDITOR:
In the Board Meeting dated 12th August, 2023 the Company had appointed M/s. Dalal Shastri & Co., Chartered Accountants as Internal auditor for the financial year 2023-24. The Company had received the resignation letter dated 20th September, 2023 from M/s. VRAJM & Associates (Formerly known as M/s. Dalal Shastri & Co.), Chartered Accountants tendering their resignation as Internal Auditor of the company pursuant to change in management.
The Company had appointed M/s. Shah Meet & Associates, Chartered Accountants (Firm Registration Number: 153506W) as Internal Auditor for the financial year 2023-24 at its Board Meeting dated 20th September, 2023 by complying with the provisions of Section 138(1) of The Companies Act, 2013 read with Rule 13 of The Companies (Accounts) Rules, 2014.
17. AUDITORS REPORT:
The statutory auditors have audited the financial statements of the Company for the year under review. The observations of Statutory Auditors in their Report read with relevant Notes to Accounts are self-explanatory and therefore, do not require further explanation under Section 134 of The Companies Act, 2013.
The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.
18. INSTANCES OF FRAUD, IF ANY, REPORTED BY THE AUDITORS:
There have been no instances reported by the Auditors to the Audit Committee or the Board under Section 143(12) of The Companies Act, 2013.
19. INDIAN ACCOUNTING STANDARDS, 2015:
The annexed financial statements comply in all the material aspects with the Indian Accounting Standards (IND AS) notified under Section 133 of The Companies Act, 2013 read with The Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of The Companies Act, 2013.
20. DIRECTORS:
The entire Board of the Company had undergone changes, pursuant to change in the management of the company. The details of Directors appointed & resigned during the financial year are as follows:
|
Sr. No.
|
DIN
|
Name of Director
|
Designation
|
Original Date of
Appointment
|
Date of Cessation
|
|
1
|
05162937
|
Sanjit Dhawa
|
Managing Director & CEO
|
05.03.2012
|
12.08.2023
|
|
2
|
09280967
|
Sonal Derasari
|
Whole Time Director
|
17.08.2021
|
12.08.2023
|
3 07516274 Surajit Ghosh Non-Executive 24.08.2016 12.08.2023
Director
4 08752330 Priyanka Singh Non-Executive 15.06.2020 12.08.2023
Independent
Director
5 08763022 Shiwaginee Jaiswal Non-Executive 15.06.2020 12.08.2023
Independent
Director
6 08804508 Vaishali Kumar Non-Executive 01.08.2020 12.08.2023
Shaw Independent
Director
7 08766623 Sarvesh Manmohan Chairman and 12.08.2023 -
Agrawal Managing
Director
8 09146970 Chirayu Agrawal Non-Executive 12.08.2023 -
Non
Independent
Director
9 10276538 Ashni Dhrumil Patel Non-Executive 12.08.2023 15.02.2024
Independent
Director
10 07297521 Anant Vipin Patel Non-Executive 12.08.2023 15.02.2024
Independent
Director
11 10499741 Bhoomi Ketan Talati Non-Executive 14.02.2024 -
Independent
Director
12 10499616 Nisarg Jayeshkumar Non-Executive 14.02.2024 -
Thakkar Independent
Director
Directors liable to retire by rotation
In accordance with the provisions of The Companies Act, 2013 and the Articles of Association of Company, Mr. Sarvesh Manmohan Agrawal (DIN: 08766623) will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment. The Board recommends all the resolutions placed before the members relating to appointment / reappointment of Directors for their approval.
Number of Board Meetings of the Board of Directors
The schedules of Board and Committee meetings are prepared and circulated in advance to the Directors. The details of the number of Board Meetings and meetings of various Committees are given in the Report on Corporate Governance. The intervening gap between the meetings was within the time period prescribed under The Companies Act, 2013, the revised Secretarial Standards - 1 (SS-1) issued by The Institute of Company Secretaries of India and The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the financial year, 14 (Fourteen) Board Meetings were convened and held.
The details of which are given in the Report on Corporate Governance. The intervening gap between the meetings was within the period prescribed under The Companies Act, 2013.
Details of the attendance of the Directors at the Board meetings held during the financial year ended on 31st March, 2024 are as follows:
|
Name of the Director
|
DIN
|
Category
|
Number of Board Meetings Held during Attended the tenure of the Directors
|
Attendance at the last AGM (07.08.2023)
|
|
Mr. Sanjit Dhawa (Resigned on 12th August, 2023)
|
05162937
|
Managing Director & CEO
|
05
|
05
|
Yes
|
|
Ms. Sonal Derasari (Resigned on 12th August, 2023)
|
09280967
|
Whole Time Director
|
05
|
05
|
Yes
|
|
Mr. Surajit Ghosh
(Resigned on 12th August, 2023)
|
07516274
|
Non-Executive
Director
|
05
|
05
|
Yes
|
|
Mrs. Priyanka Singh
(Resigned on 12th August, 2023)
|
08752330
|
Non-Executive
Independent
Director
|
05
|
05
|
Yes
|
|
Mrs.
Shiwaginee Jaiswal (Resigned on 12th August, 2023)
|
08763022
|
Non-Executive
Independent
Director
|
05
|
05
|
Yes
|
|
Ms. Vaishali Kumar Shaw (Resigned on 12th August, 2023)
|
08804508
|
Non-Executive
Independent
Director
|
05
|
05
|
Yes
|
|
Mr. Sarvesh Manmohan Agrawal (Appointed on 12th August, 2023)
|
08766623
|
Chairman and
Managing
Director
|
10
|
10
|
NA
|
|
Mr. Chirayu Agrawal (Appointed on 12th August, 2023)
|
09146970
|
Non-Executive
Non
Independent
Director
|
10
|
10
|
NA
|
|
Mr. Anant Vipin Patel (Appointed on 12th August, 2023 and Resigned on 15th February, 2024)
|
07297521
|
Non-Executive
Independent
Director
|
09
|
09
|
NA
|
|
Mrs. Ashni Dhrumil Patel (Appointed on 12th August, 2023 and Resigned on 15th February, 2024)
|
10276538
|
Non-Executive
Independent
Director
|
09
|
09
|
NA
|
|
Ms. Bhoomi Ketan Talati (Appointed on 14th February, 2024)
|
10499741
|
Non-Executive
Independent
Director
|
02
|
02
|
NA
|
|
Mr. Nisarg
Jayeshkumar
Thakkar
|
10499616
|
Non-Executive
Independent
Director
|
02
|
02
|
NA
|
|
(Appointed on 14th February, 2024)
|
|
|
|
|
|
21. DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134 OF THE COMPANIES ACT, 2013:
Your Directors make the following statements in terms of Section 134 of The Companies Act, 2013, which is to the best of their knowledge and belief and according to the information and explanations obtained by them.
Pursuant to the requirement under Section 134 of The Companies Act, 2013 with respect to the Directors' Responsibility Statement, the Board of Directors of the Company hereby confirms:
i. In the preparation of the annual accounts for the Financial Year ended 31st March, 2024 the applicable accounting standards have been followed along with proper explanation relating to material departures;
ii. That 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 and of the profit and loss of the Company for the year ended 31st March, 2024;
iii. The Directors have taken sufficient and proper 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 material fraud and other irregularities;
iv. The Directors have prepared the annual accounts for the Financial Year ended 31st March, 2024 on a going concern basis;
v. That 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;
vi. That 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.
22. COMMITTEES OF THE BOARD:
a) Audit Committee
The Audit Committee comprises of following Directors as on 31st March, 2024.
|
Name of the Director
|
Designation
|
Position in Committee
|
|
Mr. Nisarg Jayeshkumar
|
Non- Executive
|
Chairperson
|
|
Thakkar
|
Independent Director
|
|
|
Ms. Bhoomi Ketan Talati
|
Non- Executive Independent Director
|
Member
|
|
Mr. Sarvesh Manmohan
|
Chairman and Managing
|
Member
|
|
Agrawal
|
Director
|
|
During the year under review, Audit Committee met 8 (Eight) times.
b) Nomination and Remuneration Committee
The Nomination and Remuneration Committee comprises of following Directors as on 31st March, 2024.
|
Name of the Director
|
Designation
|
Position in Committee
|
|
Ms. Bhoomi Ketan Talati
|
Non- Executive Independent Director
|
Chairperson
|
|
Mr. Nisarg Jayeshkumar
|
Non- Executive
|
Member
|
|
Thakkar
|
Independent Director
|
|
|
Mr. Chirayu Agrawal
|
Non-Executive NonIndependent Director
|
Member
|
During the year under review, Nomination and Remuneration Committee met 5 (Five) times.
c) Stakeholders Relationship Committee
The Stakeholders Relationship Committee comprises of following Directors as on 31st March, 2024.
|
Name of the Director
|
Designation
|
Position in Committee
|
|
Ms. Bhoomi Ketan Talati
|
Non- Executive Independent Director
|
Chairperson
|
|
Mr. Nisarg Jayeshkumar
|
Non- Executive
|
Member
|
|
Thakkar
|
Independent Director
|
|
|
Mr. Chirayu Agrawal
|
Non-Executive NonIndependent Director
|
Member
|
During the year under review, Stakeholders Relationship Committee met 1 (One) time.
23. KEY MANAGERIAL PERSONNEL:
In terms of Section 203 of The Companies Act, 2013; the Company has following persons as Key Managerial Personnel under the Companies Act, 2013:
|
Sr. No.
|
Name of Key Managerial Personnel
|
Designation
|
|
1
|
Mr. Sanjit Dhawa (resigned on 12th August, 2023)
|
Managing Director and CEO
|
|
2
|
Ms. Sonal Derasari (resigned on 12.08.2023)
|
Chief Financial Officer
|
|
3
|
Mr. Ashish Jain (resigned on 22.11.2023)
|
Company Secretary and Compliance Officer
|
|
4
|
Mr. Sarvesh Manmohan Agrawal (appointed on 12.08.2023)
|
Chairman and Managing Director
|
|
5
|
Ms. Vrinda Agarwal (appointed on 12.08.2023)
|
Chief Financial Officer
|
|
6
|
Ms. Sakina Lokhandwala (appointed on 24.11.2023)
|
Company Secretary and Compliance Officer
|
24. DECLARATION BY INDEPENDENT DIRECTORS:
All the Independent Directors of the Company have given their declaration to the Company under Section 149(7) of The Companies Act, 2013; that they meet the criteria of independence as provided under Section 149(6) of The Companies Act, 2013 read with Regulation 16(1)(b) of The SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.
The Board has also confirmed that they are not aware of any circumstances or situation which exist or may be reasonable anticipated that could impair or impact their ability to discharge their duties and that they are independent of the management.
As on 31st March, 2024 following are the Independent Directors on the Board of the Company:
• Mr. Nisarg Jayeshkumar Thakkar
• Ms. Bhoomi Ketan Talati
25. MEETING OF INDEPENDENT DIRECTORS:
A separate meeting of the Independent Directors was held on 14th February, 2024; as per the provisions of Schedule IV (Code for Independent Directors) of The Companies Act, 2013 and Regulation 25(3) of The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; in which the following matters were considered:
• Evaluation of the performance of Non-Independent Directors and the Board of Directors.
• Evaluation of the performance of the Chairman, taking into account the views of the Executive and Non- Executive Directors.
• Evaluation of the quality, content and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.
The Independent Directors expressed satisfaction with the overall performance of the Directors and the Board as a whole.
26. ANNUAL EVALUATION BY THE BOARD:
The Board has carried out an annual evaluation of its own performance, Committees of the Board and individual Directors pursuant to the provisions of The Companies Act, 2013 and The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Board and the Nomination and Remuneration Committee reviewed the performance of individual Directors on the basis of 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. The Board of Directors expressed their satisfaction with the evaluation process.
27. CODE OF CONDUCT:
The Company has laid down the rules for code of conduct for the Members of the Board and Senior Management Personnel of the Company. The code of conduct has also been posted on Company's website viz. www.jtapariaprojects.com. In compliance with this code, the Board Members and Senior Management Personnel have affirmed their compliance with the code for the financial year ended on 31st March, 2024. A declaration to this effect duly signed by the Chairman & Managing Director forms part of this Annual Report.
28. PARTICULARS OF LOANS, GUARANTEES, SECURITIES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT. 2013:
The details of Loans, Investments, Guarantees and Securities made, if any, during the financial year ended 31st March, 2024 as per the provisions of Section 186 of The Companies Act, 2013 and Schedule V of The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are given in the Notes to the Financial Statements forming part of Annual Report.
29. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
Your Company has adopted the practice of undertaking related party transactions only in the ordinary and normal course of business and on arms' length as part of its philosophy of adhering to highest ethical standards, transparency and accountability. In line with the provisions of The Companies Act, 2013 and The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has approved a policy on related party transactions. During the financial year 2023-24; all contracts/arrangements/transactions entered into by your Company with related parties under Section 188(1) of The Companies Act, 2013 were in the ordinary course of business and on an arm's length basis and has been approved by the Audit Committee of the Company.
During the financial year 2023-24; the materially significant related party transactions entered into by the Company with the Promoters, Directors, Key Managerial Personnel or other designated persons approved by the Board, are disclosed in the related party disclosures in notes to the financial statements for the financial year ended 31st March, 2024.
All related party transactions are placed before the Audit Committee for approval. Omnibus approval was obtained on a yearly basis for transactions which are of repetitive nature. Related party transactions were disclosed to the Board on regular basis as per IND AS-24. Details of related party transactions as per IND AS-24 may be referred to in Note No. 26 of the Standalone Financial Statements. Pursuant to Regulation 23(9) of The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company had filed the reports on related party transactions with the Stock Exchange within the stipulated time period.
The particulars of contracts or arrangements with related parties referred to in sub section (1) of Section 188 entered by the Company during the Financial Year ended 31st March, 2024 in prescribed Form AOC-2 is appended to this Report as Annexure -A.
The policy on related party transactions as approved by the Board of Directors has been uploaded on the website of the Company viz. www.itapariaprojects.com
30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134(3) (m) of The Companies Act, 2013 read with The Companies (Accounts) Rules, 2014 are not applicable to the Company.
31. DISCLOSURE UNDER RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:
Disclosures pertaining to remuneration and other details required under Section 197(12) of The Companies Act, 2013 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been annexed to this Board's Report as Annexure - B.
32. ANNUAL RETURN:
In terms of Section 92(3) of The Companies Act, 2013 and Rule 12 of The Companies (Management and Administration) Rules, 2014 a copy of Annual Return as required under The Companies Act, 2013 has been placed on the Company's website viz www.itapariaprojects.com
33. ACCEPTANCE OF PUBLIC DEPOSIT:
During the financial year under review, your Company has neither accepted nor renewed any deposits from the public or its employees within the meaning of Section 73 of The Companies Act, 2013 and
The Companies (Acceptance of Deposits) Rules, 2014. The details of loans and advances, which are required to be disclosed in the annual accounts of the Company, are provided as part of the financial statements.
34. COST AUDIT AND COST RECORDS:
During the financial year 2023-24; the provisions of Section 148 of The Companies Act, 2013 are not applicable to the Company.
35. VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Company has established a vigil mechanism for Directors and employees pursuant to the requirements of Section 177(9) of The Companies Act, 2013 and Regulation 22 of The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the same has been communicated to the Directors and employees of the Company. The vigil mechanism policy / whistle blower policy is also posted on the website of the Company.
The whistle blower policy/vigil mechanism enables a director or an employee to report confidentially to the management, without fear of victimization, any unacceptable and/or unethical behavior, suspected or actual fraud, violation of the Company's code of conduct or ethics policy and instances of leak or suspected leak of unpublished price sensitive information which are detrimental to the organization's interest. It provides safeguards against victimization of directors/ employees who avail of the mechanism and allows direct access to the Chairman of the Audit Committee in exceptional cases.
During the financial year under review, no such incidence was reported and no person was denied access to the Chairman of the Audit Committee. The policy of the whistle blower is posted on the company's website at www.itapariaprojects.com
36. COMPLIANCE WITH THE APPLICABLE SECRETARIAL STANDARDS:
During the financial year, the Company has complied with all the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government from time to time.
37. STATUTORY DISCLOSURES:
A copy of audited financial statements of the Company will be made available to the members of the Company, seeking such information at any point of time. A cash flow statement for the financial year 2023-24 is attached to the Balance Sheet.
38. PROHIBITION OF INSIDER TRADING:
As per The SEBI (Prohibition of Insider Trading) Regulation, 2015, the Company has adopted a Code of Conduct for Prevention of Insider Trading. The Company has appointed Ms. Sakina Lokhandwala, Company Secretary as Compliance Officer who is responsible for setting forth procedures and implementing of the code for trading in Company's securities. During the year under review, there has been due compliance with the said code.
39. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report, which gives a detailed account of state of affairs of the company's operations forms part of this Annual Report as Annexure-C.
40. CORPORATE GOVERNANCE REPORT:
As per requirement of The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on corporate governance practices followed by the Company, together with a certificate from Practicing Company Secretary confirming compliances, forms an integral part of the report.
41. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS:
No significant and material order has been passed by the regulator, court, tribunal, statutory and quasi-judicial body impacting the going concern status of the Company and its future operations.
During the year under review, no application was made or any proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016.
42. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
The Company has an internal financial control system commensurate with the size and scale of its operations. The internal financial controls have been designed to provide reasonable assurance about recording and providing reliable financials information, ensuring integrity in conducting business, accuracy and completeness in maintaining accounting records and prevention and detection of frauds and errors. These controls are adequate and operating effectively so as to ensure orderly and efficient conduct of business operations. During the year under review, such controls were assessed and no reportable material weaknesses in the design or operation were observed.
43. CREDIT RATING:
The Company has not issued any debt instruments and does not have any Fixed Deposit Programme or any scheme or proposal involving mobilization of funds in India or abroad during the financial year ended 31st March, 2024.
Hence during the financial year; there was no requirement to obtain such Credit Ratings.
44. VALUATION:
During the year under review, there were no instances of onetime settlement with any Banks or Financial Institutions.
45. ACKNOWLEDGEMENT:
Your Directors place their gratitude and appreciation for the support and co-operation received from its members, business associates, financial institutions and other various government authorities for their continued support extended to the Company during the year under review.
Your Directors wish to place on record their appreciation of the contribution made by employees at all levels to the continued growth and prosperity of your Company. Your Directors also wish to place on record their appreciation to the shareholders, consumers and banks for their continued support.
For J. Taparia Projects Limited SD/-
Sarvesh Manmohan Agrawal Managing Director DIN:08766623
Place: Vadodara Date: 31st August, 2024
|