AFFLUENCE

DIRECTOR’S REPORT

To the Members,

Your Directors have pleasure in submitting their 9th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2023.
FINANCIAL RESULTS
The Company’s financial performance for the year under review is given hereunder:

The Directors of the company have forecasted good business and returns in next year.

OPERATIONS

On Consolidated Basis:

The Company has Rs. 8,75,68,51,000.00 income in the current year as compared to Rs.4,92,91,66,000.00 in the previous year. The Net Profit for the year under review amounted to Rs. 80,27,09,000.00 in the current year as compared to Rs. 37,02,93,000.00 in the previous year.

On Standalone Basis:

The Company has Rs. 6,73,07,56,000.00 income in the current year as compared to Rs.3,82,78,58,000.00 in the previous year. The Net Profit for the year under review amounted to Rs. 74,36,84,000.00 in the current year as compared to 34,22,75,000.00 in the previous year.

 
TRANSFER TO RESERVES

On Consolidated Basis:

During the year under review, your Company has transferred Rs. 80,27,09,000.00 amount to Reserves of the company.

On Standalone Basis:

During the year under the review, your Company has transferred Rs. 74,36,84,000.00 amount to Reserves of the company

DIVIDEND

For strengthening the net worth of the Company and to pursue larger projects, the available surplus is retained and hence your Directors do not recommend payment of Dividend on Equity Share Capital for the Financial Year 2022-2023.

CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of the business of the company.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There are no material changes and commitment affecting the financial position of the company occurred between the end of financial year to which this financial statements related and the date of the report. However, during the year the following changes took place:-

1. There was Increase in Authorized Share Capital of the Company vide resolution dated 15th November, 2022 and the following resolution was passed by the:

INCREASE IN AUTHORIZED SHARE CAPITAL OF THE COMPANY

“RESOLVED THAT pursuant to 61(1)(a) and 64(1)(a) of the Companies Act, 2013, and the relevant rules formed there under and in accordance with the provisions of the Articles of Association of the Company, the authorized share capital of the Company be and is hereby increased from Rs. 3,00,00,000/- (Rupees Three Crores Only) divided into 30,00,000 (Thirty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten only) each to Rs. 55,00,00,000/- (Rupees Fifty Five Crores Only) divided into 5,50,00,000 (Five Crores Fifty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten only) each.” 
“RESOLVED FURTHER THAT the Clause “5” of the Memorandum of Association of the Company be amended as follows:
For the words and figures,
‘The Authorized Share Capital of the Company is Rs. 3,00,00,000/- (Rupees Three Crores Only) divided into 30,00,000 (Thirty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten only) each.’
the following words and figures,
‘The Authorised Share Capital of the Company is Rs. 55,00,00,000/- (Rupees Fifty Five Crores Only) divided into 5,50,00,000 (Five Crores Fifty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten only) each’ be replaced.”
“RESOLVED FURTHER THAT Mr. Mohit Satishkumar Chadda, Director of the Company be and is hereby authorized to sign and file necessary e-form/s with the Registrar of Companies, and all to do such acts and things as may be necessary to give effect to this resolution.”
“RESOLVED FURTHER THAT Mr. Parag Dasarwar, Company Secretary in practice bearing CP No: 8227, be and is hereby authorized to digitally sign and submit the form with the Registrar of Companies.”
2. There was Bonus Issue in the Company and the same was approved by the board on 08th December, 2022 and the following resolution was passed:
ISSUE AND ALLOTMENT OF BONUS SHARES:
The Chairman Informed the Board that in the Extraordinary General Meeting held on 07th December, 2022 the issue of bonus shares was approved by the Shareholders.

It was proposed that the Subscribed Share Capital of the Company will be increased by allotment of Bonus Shares in the ratio of 16:1 this will bring the Subscribed Share Capital from existing Rs. 3,00,00,000 to Rs. 48,00,00,000 this will be from the General reserves of the Company.

After discussion, the Board unanimously passed the following resolution.

“RESOLVED THAT in pursuant to the provisions of Section 63 of the Companies Act, 2013, Rules made thereunder and in accordance with provisions of Articles of Association of the Company, (including any statutory modification or enactment thereof, for the time being in force) and pursuant to authority given by the Shareholders at its Extraordinary General Meeting held on 07th December, 2022, the issue and allotment of 4,80,00,000 Equity Shares of Rs.10/- each amount to Rs. 48,00,00,000/- in the form of bonus shares in the ratio of 16:1 (16 Bonus Share for every 1 share held) by capitalization of Reserves to existing Shareholders as on date of this meeting, and as per the allotment of Bonus Shares placed before this meeting, be and is hereby approved.”

“RESOLVED FURTHER THAT the Share Certificate(s) in respect of the shares so allotted be issued pursuant to the Section 62 of The Companies Act, 2013 read with Companies (share Capital and Debenture) rules 2014.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, any Director of the Company, be and is hereby authorised, to do all acts, deeds, matters and things as deem necessary, proper or desirable and to sign and execute all necessary documents, applications and returns for the purpose of giving effect to the aforesaid resolution along with filing of necessary E-form with the Registrar of Companies.

RESOLVED FURTHER THAT Mr. Parag Dasarwar, Company Secretary in practice bearing CP No: 8227 be and is hereby authorized to digitally sign and submit the form with the Registrar of Companies, Maharashtra.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure A and is attached to this report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Following are the investments and guarantees made by the Company under Section 186 of the Companies Act, 2013 during the year under review –

There were no loans made by the Company under Section 186 of the Companies Act, 2013 during the year under review.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

The particulars of Contracts or Arrangements made with related parties made pursuant to Section 188 are furnished in Annexure C (Form AOC 2) and are attached to this report.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

There were no Frauds reported by Auditors in the Audit Report of the Company.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There were no qualifications, reservations or adverse remarks made by the Auditors in their report. The provisions relating to submission of Secretarial Audit Report is not applicable to the Company.

COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are not applicable to the Company and hence the Company has not devised any policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013.

PARTICULARS OF EMPLOYEES

The Company did not employ any such person whose particulars are required to be given under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished in Annexure B (MGT 9) and is attached to this Report

WEB LINK OF ANNUAL RETURN, IF ANY.

The Company doesn’t have any website.  Therefore, no need to of publication of Annual Return.

CORPORATE SOCIAL RESPONSIBILITY:

The disclosures regarding Corporate Social Responsibility policy as per Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in Annexure – D enclosed to the report.

PREVENTION OF SEXUAL HARASSMENT POLICY:

The Company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.
During the year 2022-2023, no complaints were received by the Company related to sexual harassment.
NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Company had 14 Board meetings during the financial year under review viz. 15th March 2022, 31st May 2022, 21th June 2022, 26th July 2022, 19th August 2022, 7th September 2022, 21st October, 2022, 3rd October, 2022, 9th November, 2022, 8th December, 2022,31st
January, 2023, 1st February, 2023, 03rd February, 2023, 15th March, 2023 during the financial year under review.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act 2013, your directors confirm that:

in the preparation of the annual accounts for the financial year ended March 31, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures;

the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit of the Company for that period; -

the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

the directors had prepared the annual accounts on a going concern basis;


the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The details of financial performance of Subsidiary/ Joint Venture/Associate Company are furnished in Annexure E and attached to this report.

Other than entities mentioned in Annexure E, the Company has made the following investments –

DEPOSITS

Your Company has not invited/accepted any deposits falling within the meaning of Sec. 73, 74 & 76 of the Companies Act, 2013 read with the Rule 8 (v) of Companies (Accounts) Rules 2014, during the financial year under review. There were no unclaimed or unpaid deposits as on March 31, 2023.
DIRECTORS

There are no following changes taken place in the composition of Board of Directors of the Company during the year under review.

KEY MANAGERIAL PERSONNEL

By virtue of increase in paid up share capital of the company, the provisions of Section 203 pertaining to the appointment of Key Managerial Personnel is applicable to our Company. The company is in advance stage of appointing KMPs.  
DECLARATION OF INDEPENDENT DIRECTORS

The provisions of Section 149 pertaining to the appointment of Independent Directors do not apply to our Company.

STATUTORY AUDITORS

KAILASH CHAND JAIN & CO., Chartered Accountants, (FRN:-112318W) will be appointed as Statutory Auditors for a period of five years in the Annual General Meeting to be held on 30/09/2023.

During the year under review the existing statutory Auditors of the Company M/s R.R Mamidwar & Co., Chartered Accountants, has tendered their resignation and due to which the casual vacancy has been created, which has been fulfilled by the Members of the Company at the extraordinary general meeting and has appointed M/s KAILASH CHAND JAIN & CO., Chartered Accountants, Chartered Accountants for the financial year 2022-2023. 

There are no qualifications or observations or remarks made by the Auditors in their Report.

INTERNAL FINANCIAL CONTROL 

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.

COST RECORD

The provision of section 148 of the Companies Act 2013 read with rules made thereunder in terms of Cost audit doesn’t applicable on the Company.

RISK MANAGEMENT POLICY

Pursuant to provision of Sec 134 (3) (n) the Company has devised and implemented a mechanism for risk management and has developed a Risk Management Policy. The Policy provides that Board of Directors will work towards creating a Risk Register, identifying internal and external risks and implementing risk mitigation steps. The Board of Directors will review and discuss the same periodically.

DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013 is not applicable to the Company.

DETAILS OF STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

The provisions of section 134(3)(p) are not applicable to company.

 THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE;

During the year under Review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.

SHARES:

Buy Back Of Securities

The Company has not bought back any of its securities during the year under review.

Sweat Equity

The Company has not issued any Sweat Equity Shares during the year under review.

Bonus Shares

The Company has issued bonus shares during the Financial Year 2022-2023 the details are mentioned below:-

The Subscribed Share Capital of the Company had been increased by allotment of Bonus Shares in the ratio of 16:1 due to which it increased the Subscribed Share Capital from existing Rs. 3,00,00,000 to Rs. 48,00,00,000 this will be from the General reserves of the Company.

Employees Stock Option Plan

The Company has not provided any Stock Option Scheme to the employees.
ACKNOWLEDGEMENT

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and

2. OPERATIONS On Consolidated Basis: The Company has Rs. 8,75,68,51,000.00 income in the current year as compared to Rs. 4,92,91,66,000.00 in the previous year. The Net Profit for the year under review amounted to Rs. 80,27,09,000.00 in the current year as compared to Rs. 37,02,93,000.00 in the previous year. On Standalone Basis: The Company has Rs. 6,73,07,56,000.00 income in the current year as compared to Rs. 3,82,78,58,000.00 in the previous year. The Net Profit for the year under review amounted to Rs. 74,36,84,000.00 in the current year as compared to 34,22,75,000.00 in the previous year.

A. Conservation of energy- (i) the steps taken or impact on conservation of energy: NIL (ii) the steps taken by the company for utilising alternate sources of energy: NIL (iii) the capital investment on energy conservation equipments: NIL

B. Technology absorption- (i) the efforts made towards technology absorption: NIL (ii) the benefits derived like product improvement, cost reduction, product development or import substitution: NIL (iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- : NIL (iv) the expenditure incurred on Research and Development: NIL

C. Foreign exchange earnings and Outgo- There were no Foreign Exchange Earnings and outgo and during the year.

20. DIRECTORS' RESPONSIBILITY STATEMENT In accordance with the provisions of Section 134(5) of the Companies Act 2013, your directors confirm that: a. in the preparation of the annual accounts for the financial year ended March 31, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures; b. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit of the Company for that period; - c. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d. the directors had prepared the annual accounts on a going concern basis; e. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.