The Board of Directors hereby submits the report of the business and operations
of your Company together with the audited financial statements for the financial
year ended March 31, 2024.
Financial Performance
Your Company’s financial performance for the year under review as compared
with that during the previous year is summarized below:
(Amt. in lakhs
|
Particulars
|
Financial Year ended
|
| |
March 31, 2024
|
March 31, 2023
|
|
Revenue from Operations
|
0.00
|
71.99
|
|
Other Income
|
274.20
|
208.30
|
|
Total Income
|
274.20
|
280.29
|
|
Profit/ loss before Depreciation, Finance
Costs, Exceptional items and Tax Expense
|
235.55
|
184.09
|
|
Less: Depreciation/ Amortisation/
Impairment
|
0.00
|
23.41
|
|
Profit/ loss before Finance Costs,
Exceptional items and Tax Expense
|
235.55
|
160.68
|
|
Less: Finance Costs
|
0.00
|
1.23
|
|
Profit/ loss before Exceptional items and
Tax Expense
|
235.55
|
159.45
|
|
Add/ (less): Exceptional items
|
0.00
|
835.85
|
|
Profit/ loss before Tax Expense
|
235.55
|
995.30
|
|
Less: Tax Expense
|
62.06
|
145.05
|
|
Profit/ loss for the year (1)
|
173.49
|
850.25
|
|
Total Comprehensive Income/ loss (2)
|
0.00
|
(1.76)
|
|
Total (1 2)
|
173.49
|
848.49
|
State of the Company’s affairs
a) The Company is engaged in the business as property developers and
allied services. There has been no change in the business of the
Company during the year ended March 31, 2024.
b) The highlights of the Company’s performance are as under:
Total Income and Operating Profit (Loss) for the year under review
amounted to Rs. 274.20 Lakh and Rs. 235.55 Lakh respectively as
compared to Rs. 280.29 Lakh and Rs. 184.09 Lakh, in the previous
financial year.
The Profit (Loss) before Tax and Profit (Loss) after Tax for the year under
review amounted to Rs. 235.55 Lakh and Rs. 173.49 Lakh respectively as
compared to Rs. 995.30 Lakh and Rs. 850.25 Lakh, in the previous
financial year.
Other Material Changes
A Share Purchase Agreement was executed between the erstwhile promoters of
the Company i.e Mr. Sandeep Sethi, Mr. Gurupreet Sangla, Mr. Harvinder Singh
and Mr. Sanjay Arora and the Mr. Sunil Hukumat Rajdev on in respect of the
shares held by the erstwhile promoters.
Subsequently, open offer of 26,95,852 equity shares was made by the acquirer
against which 1,40,000 equity shares were tendered by the public.
During the year under review, the Open Offer under SEBI (SAST) Regulations,
2011 by the new Promoter - Mr. Sunil Hukumat Rajdev was completed and he
acquired the equity shares held by the promoters of the Company.
Post completion of the Open Offer under SEBI (SAST) Regulations, 2011, the
Promoter and Promoter Group Shareholders were reclassified as Public
Shareholders under the provisions of Regulation 31A of SEBI (Listing
Obligations and Disclosure Requirements) Regulations 2015.
Management’s discussion and analysis report
In terms of the provisions of Regulation 34 of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 (hereinafter referred to as Listing Regulations), the Management’s
discussion and analysis report is set out in this Annual Report.
Share Capital
a) Equity shares with differential rights
The Company has not issued any equity share with differential rights
during the year under review.
b) Buy Back of Securities
The Company has not bought back any equity shares during the year
under review.
c) Sweat Equity
The Company has not issued any sweat equity shares during the year
under review.
d) Bonus Shares
No bonus shares were issued during the year under review.
e) Employees Stock Option Plan
The Company has not provided any stock option scheme to the
employees.
Investor Education and Protection Fund (IEPF)
There were no amounts which were required to be transferred to the Investor
Education and Protection Fund by the Company during the year under review.
Directors and Key Managerial Personnel
As per the Articles of Association of the Company and the relevant provisions of
the Companies Act, 2013, Mr. Narendra Kumarchitosia (DIN 09487160) is liable
to retire by rotation at the ensuing Annual General Meeting (‘AGM’) and being
eligible, offer himself for re-appointment. Keeping in view his expertise,
experience and knowledge, the Board considers it desirable to continue to avail
his services and recommends his re-appointment.
During the year under review, Ms. Sanjana Rani, Company Secretary of the
Company was appointed as Chief Financial Officer of the Company with effect
from July 12, 2023 in recognition of her performance and dedication towards
the Company.
Further, Mr. Sandeep Sethi and Mr. Gurupreet Sangla, Managing Directors of
the Company have tendered their resignations post completion of the Open Offer
under SEBI (SAST) Regulations, 2011, by the new Promoter - Mr. Sunil
Hukumat Rajdev. Their resignations were effective from the closing of the
business hours of February 14, 2024.
Ms. Afsana Mirose Kherani (DIN: 09604693), Mr. Narendra Kumar Chitosia
(DIN: 09487160) and Mr. Nitin Ashokkumar Khanna (DIN: 09816597) were
appointed as an Additional Non-Executive Directors on the board of the
Company in the Board meeting held on March 20, 2024.
Mr. Harvinder Singh and Mr. Sanjay Arora, Executive Directors of the Company
have also tendered their resignations post completion of the Open Offer under
SEBI (SAST) Regulations, 2011, by the new Promoter - Mr. Sunil Hukumat
Rajdev. Their resignations were effective from the closing of the business hours
of March 20, 2024.
After the closure of the financial year under review, the Independent Directors of
the Company i.e Mr. Ratinder Pal Singh Bhatia, Mr. Sanjay Sharma and Ms,
Roopal Sharma, also gave their resignation pursuant to the completion of the
Open Offer under SEBI (SAST) Regulations, 2011, by the new Promoter - Mr.
Sunil Hukumat Rajdev effective from the April 1, 2024.
Subsequently, Mr. Lovish Kataria (DIN: 06925922) and Ms. Namrata Sharma
(DIN: 10204473) were appointed as an Additional Non-Executive Independent
Director for a term of 5 years with effect from May 01, 2024, subject to the
approval of members in the ensuing General Meeting.
Particulars of Loans, Guarantees or Investments
Loans, guarantees and investments covered under Section 186 of the
Companies Act, 2013 form part of the notes to the financial statements provided
in this Annual Report.
Particulars of Contracts or Arrangements made with Related Parties
In line with the requirements of the Companies Act, 2013 and Listing
Regulations, a Policy on Related Party Transactions is in place. The policy
intends to ensure that proper reporting, approval and disclosure processes are
in place for all transactions between the Company and Related Parties.
All related party transactions that were entered into during the financial year
were on arm’s length basis and were in the ordinary course of business. There
are no materially significant related party transactions made by the Company
which may have potential conflict with interest of the Company at large.
Accordingly, particulars of contracts or arrangements with related parties
referred to in Section 188(1) of the Companies Act, 2013 in Form AOC-2 do not
form part of the report. The details of the related party transactions are set out
in Note 32 to the financial statements forming part of this Annual Report.
Transfer to reserves
The closing balance of the retained earnings of the Company for the financial
year 2024, after all appropriation and adjustments was Rs. 1405.64 Lakh. No
retained earnings have been transferred to General Reserve, during the year
under review.
Dividend
To retain funds for future projects, your Directors do not recommend any
dividend for the year ended March 31, 2024.
Deposits
The Company has neither accepted nor renewed any deposits during the year
under review.
Remuneration Policy
The policy of the Company on directors’ appointment and remuneration,
including criteria for determining qualifications, positive attributes,
independence of a director and other matters provided under sub-section (3) of
Section 178 of the Companies Act, 2013, is in place. We affirm that the
remuneration paid to the directors is as per the terms laid out in the nomination
and remuneration policy of the Company. The disclosure pertaining to the
managerial remuneration is mentioned in the Corporate Governance Report.
Particulars of Employees
The particulars of employees in accordance with the provisions of Section
197(12) of the Companies Act, 2013, read with Rule 5(1) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is
appended as Annexure 1 to the Board’s report. The information required under
Rule 5 (2) and (3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is provided in the Annexure forming part of
the Report.
Annual Evaluation of Board Performance and Performance of its
Committees and of Directors
Pursuant to the applicable provisions of the Companies Act, 2013 and the
Listing Regulations, the Board has carried out an annual evaluation of its own
performance, performance of the Directors as well as the evaluation of the
working of its Committees. The Nomination and Remuneration Committee has
defined the evaluation criteria, procedure and time schedule for the performance
evaluation process for the Board, its Committees and Directors. The detailed
manner in which formal annual evaluation has been made by the Board has
been mentioned in the Corporate Governance Report which is part of this report.
Meetings of the Board
The Board of Directors met 10 (Ten) times during the year ended
March 31, 2024 i.e. in accordance with the provisions of the Companies Act,
2013 and rules made there under. For further details, please refer report on
Corporate Governance which forms part of this Annual Report.
Declaration by Independent Directors
The Company has received necessary declaration from each Independent
Director under Section 149(7) of the Companies Act, 2013, that he/ she meets
the criteria of independence laid down in Section 149(6) of the Companies Act,
2013 and Regulation 25 of the Listing Regulations.
All Independent Directors have registered themselves with the Indian Institute of
Corporate Affairs for the inclusion of their name in the data bank of
independent directors, pursuant to the provision of Rule 6(1) of Companies
(Appointment and Qualification of Directors) Rules, 2014. Further, they have
confirmed that they shall comply with other requirements, as applicable under
the said rule.
In accordance with the provisions of the Companies Act, 2013, none of the
Independent Directors are liable to retire by rotation.
Familiarization Program of Independent Directors
The details of familiarization program for Independent Directors are in place.
The Company issues a formal letter of appointment outlining his/ her role,
function, duties and responsibilities, at the time of appointment of an
independent director.
Separate Independent Directors’ Meeting
During the financial year ended March 31, 2024, separate meeting of the
Independent Directors was held on March 25, 2024 without the attendance of
non-independent directors and members of the management. Independent
Directors Meeting considered the performance of Non-Independent Directors
and Board as whole and assessed the quality, quantity and timeliness of flow of
information between the Company Management and the Board.
Internal Financial Control and its adequacy
The Company has in place adequate internal financial controls with reference to
financial statements. During the year, such controls were tested and no
reportable material weakness in the design or operation was observed.
Statutory Auditors
In terms of Section 139 of the Companies Act, 2013, read with Companies
(Audit and Auditors) Rules, 2014, Members of the Company in the 29th Annual
General Meeting held on September 29, 2022 approved the appointment of M/s
VSD & Associates, Chartered Accountants (FRN: 008726N), as the Statutory
Auditors of the Company for a term of 5 years i.e. from the conclusion of 29th
Annual General Meeting till the conclusion of 34th Annual General Meeting of
the Company.
However, after the closure of the financial year under review, M/s VSD &
Associates, Chartered Accountants (FRN: 008726N), had tendered their
resignation, due to their pre-occupation in other assignments, effective from
May 11, 2024.
In order to fill the casual vacancy so created by the resignation of M/s VSD &
Associates, Chartered Accountants, M/s GSA & Associates LLP, Chartered
Accountants, were appointed in a Board Meeting held on June 14, 2024, as the
Statutory Auditors of the Company, subject to the approval of the shareholders
in the general meeting, to hold the office up to the conclusion of the ensuing
Annual General Meeting of the Company.
Further, M/s GSA & Associates LLP, Chartered Accountants, submitted their
resignation as Statutory Auditors of the Company effective from July 23, 2024.
Therefore, M/s S D P M & Co. Chartered Accountants, (ICAI Firm Registration
No. 126741W) were appointed as a Statutory Auditors in the Board meeting
Held on 07th August 2024 in a casual vacancy caused due to the resignation of
M/s GSA & Associates LLP, Chartered Accountants, to hold the office for the
period up to the conclusion of the ensuing Annual General Meeting of the
Company.
Auditors’ Report
The Report given by M/s VSD & Associates, Chartered Accountants on the
financial statement of the Company for the year ended March 31, 2024 is part of
the Annual Report. The observation of the Auditors along with comments of the
Board of Directors thereon is as follows:
“In our opinion and according to the information and explanations provided to
us, the provisions of Section 45-IA of the Reserve Bank of India Act, 1934 (2 of
1934) is applicable to the Company, because the company’s financial assets
constitute more than 50 per cent of the total assets and income from financial
assets constitute more than 50 per cent of the gross income. However, the
company does not obtained registration under the provision of Section 45-IA of
the Reserve Bank of India Act, 1934, because as per the management the
transaction entered are temporary in nature and it has breached the limit
specified under the provision Section 45-IA due to certain specific transactions.”
|
Auditor Comment
|
Management Response
|
|
In our opinion and according to the
information and explanations
provided to us, the provisions of
Section 45-IA of the Reserve Bank of
India Act, 1934 (2 of 1934) is
applicable to the Company, because
the company’s financial assets
constitute more than 50 per cent of
the total assets and income from
financial assets constitute more than
50 per cent of the gross income.
However, the company does not
obtained registration under the
|
There was no business in previous
year, hence the company has taken
loan for the utilization in the
business and the same will be repaid
in future times.
|
| |
provision of Section 45-IA of the
Reserve Bank of India Act, 1934,
because as per the management the
transaction entered are temporary in
nature and it has breached the limit
specified under the provision Section
45-IA due to certain specific
transactions (refer note no 48).
|
|
Accounts along with notes and Independent Auditors’ Report (except as
aforesaid) are self-explanatory and do not require further explanation and
clarification.
Accounts along with notes and Independent Auditors’ Report (except as
aforesaid) are self explanatory and do not require further explanation and
clarification.
Secretarial Auditor
As required under Section 204 of the Companies Act, 2013 and rules
thereunder, the Board has appointed CS Megha Samdani Proprietor of
MK Samdani & Co., as secretarial auditor of the Company for the financial year
2023-24. The secretarial audit report for the financial year 2023-24 forms part
of this report as Annexure 2. The secretarial audit report does not contain any
qualification, reservation or adverse remark.
Corporate Governance Report
The Corporate Governance Report, as stipulated under the Listing Regulations,
forms part of this Report. Your Company has in place all the statutory
Committees required under the law. Details of Board Committees along with
their terms of reference, composition and meetings of the Board and Board
Committees held during the year, are provided in the Corporate Governance
Report. The Company has adopted the policies in accordance with the
Companies Act, 2013 and the Listing Regulations.
The requisite Certificate issued by Megha Samdani, Company Secretaries, in
line with the Listing Regulations is annexed and forms part of the Corporate
Governance Report.
Subsidiaries, Joint Ventures and Associate Companies
The Company does not have any Subsidiary, Joint venture or Associate
Company.
Change in registered office
During the year, the registered office of the Company was shifted to 8/18/,
Basement, Kalkaji Extension, New Delhi - 110019, with effect from
March 20, 2024.
Annual Return
The Annual return as required under Section 92(3) read with Section 134(3)(a)
of the Companies Act, 2013 is available on the Company’s website at
https://ettgroup.in/
Secretarial Standards
The applicable mandatory Secretarial Standards, i.e., SS-1: Secretarial Standard
on Meetings of the Board of Directors and SS-2: Secretarial Standard on General
Meetings issued by the Institute of Company Secretaries of India, have been
followed by the Company.
Corporate Social Responsibility
The Company has not developed and implemented any Corporate Social
Responsibility initiatives as the provisions of Section 135 of the Companies Act,
2013 are not applicable to the Company.
Audit Committee
The details pertaining to the composition of the audit committee are included in
the Corporate Governance Report, which is a part of this report.
Directors’ Responsibility Statement
In accordance with the provisions of Section 134(5) of the Companies Act, 2013
the Board hereby submits its responsibility statement:-
(a) in the preparation of the annual accounts, the applicable accounting
standards have been followed and there are no material departures
therefrom;
(b) the Directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the loss of the Company
for that period;
(c) the proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
(d) the annual accounts are prepared on a going concern basis;
(e) the internal financial controls are laid to be followed by the Company and
that such internal financial controls are adequate and are operating
effectively; and
(f) The proper systems have been devised to ensure compliance with the
provisions of all applicable laws and such systems are adequate and
operating effectively.
Vigil Mechanism Policy
A Vigil Mechanism Policy is constituted for Directors and employees to provide
appropriate avenues to report to the management instances of unethical
behavior, actual or suspected, fraud or violation of the Company’s code of
conduct. The Company has provided dedicated e-mail id
ettsecretarial@gmail.com for reporting such concerns to Vigilance Officer or to
the Chairman of the Audit Committee in exceptional cases. Alternatively,
employees can also send written communications to the Company. The
employees are encouraged to voice their concerns by way of whistle blowing and
all the employees have been given access to the Audit Committee. The Whistle
Blower Policy is in place with the Company.
Reporting of frauds by Auditors
During the year under review, neither the statutory auditors nor the secretarial
auditor has reported to the audit committee, under Section 143(12) of the
Companies Act, 2013, any instances of fraud committed against the Company
by its officers or employees, the details of which would need to be mentioned in
the Directors Report.
Listing
The equity shares of your Company are listed on BSE Limited. The Annual
Listing fee for the financial year 2023-24 has been paid to BSE Limited.
Disclosure under Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013
The Company has in place the Policy on Prevention of Sexual Harassment at
Workplace in line with the requirement of the Sexual Harassment of Women at
the workplace (Prevention, Prohibition & Redressal) Act, 2013. There were no
complaint(s) received from any employee during the financial year 2023-2024.
In today’s economic environment, Risk Management is very important part of the
business. The main aim of risk management is to identify, monitor and take
precautionary measures in respect of the events that may pose risks for the
business. Your Company recognizes risk management as an integral component
of good corporate governance. The Company has developed and adopted a risk
management policy. Risks are assessed encompasses, Operational risks,
Internal Control risks, External risks, information technology risks etc.
Significant and material orders passed by the Regulators or Courts or
Tribunals
There are no significant and material orders passed by the regulators or courts
or tribunals impacting the going concern status and the company’s operations in
future.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo
The following information is given in accordance with the provisions of sub¬
section 3(m) of Section 134 of the Companies Act, 2013, read with the
Companies (Accounts) Rules, 2014:
(a) Conservation of Energy & Technology Absorption: Since the Company
is not engaged in any manufacturing activity, issues relating to
conservation of energy and technology absorption are not quite relevant
to its functioning.
(b) Export Activities: There was no export activity in the Company during
the year under review.
(c) Foreign Exchange Earnings and Outgo: There was no foreign exchange
earning and expenditure of the Company during the year under review.
Maintenance of Cost Records
Maintenance of cost records and requirement of cost audit as prescribed under
the provisions of Section 148(1) of the Companies Act, 2013 are not applicable
on the Company.
The Board of Directors wishes to express its gratitude and record its sincere
appreciation for the commitment and dedicated efforts put in by all the
employees. Your Directors take this opportunity to express their grateful
appreciation for the encouragement, cooperation and support received by the
Company from the local authorities, bankers, tenants, suppliers and business
associates. The directors are thankful to the esteemed shareholders for their
continued support and the confidence reposed in the Company and its
management.
|
ETT LIMITED
(CIN: L22122DL1993PLC123728)
|
|
BY ORDER OF THE BOARD OF
DIRECTORS
|
|
REGISTERED OFFICE: 8/18
BASEMENT, KALKAJI EXTENSION,
KALKAJI, SOUTH DELHI, NEW DELHI,
DELHI, INDIA, 110019
|
Sd/-
NITIN ASHOKKUMAR KHANNA
ADDITIONAL DIRECTOR
(DIN: 09816597)
|
|
DATE: 07/09/2024
PLACE: Delhi
|
|
|
Sd/-
AFSANA MIROSE KHERANI
Additional Director
(DIN: 09604693)
|
|