To, The Members of
Trans India House Impex Limited Ahmedabad
Your directors take pleasure in submitting the 36th Annual Report together
with the Audited Standalone Financial Statements ended 31st March 2024.
1. FINANCIAL RESULTS
The Company's financial performance for the financial year ended March 31, 2024,
along-with that of the previous financial year ended March 31, 2023, is summarized below:
|
Current Year |
Previous Year |
Particulars |
(2023-24) |
(2022-23) |
|
(in Thousand) |
(in Thousand) |
Total Revenues |
811144.12 |
344665.91 |
Profit/(Loss) for the year before providing for Depreciation and |
46967.40 |
31487.51 |
Finance Cost and exceptional items |
|
|
Less: Finance Cost |
14741.16 |
1968.10 |
Less: Depreciation |
84.42 |
NIL |
Profit/(Loss) before Exceptional / Extraordinary items |
32141.81 |
29519.40 |
Add: Exceptional Income / Extraordinary items |
NIL |
NIL |
Profit/(Loss) before Tax |
32141.81 |
29519.40 |
Less: Tax Expenses |
7620.68 |
310.00 |
Profit/(Loss) after tax |
24521.14 |
29209.40 |
The above figures are extracted from the Financial Statements prepared in accordance
with accounting principles generally accepted in India as specified under Sections 129 and
133 of the Companies Act, 2013 (the Act) read with the Companies (Accounts)
Rules, 2014, as amended and other relevant provisions of the Act and guidelines issued by
the Securities and Exchange Board of India.
The Financial Statements as stated above are available on the Company's website
www.tihil.co.in.
2. STATE OF COMPANY'S AFFAIRS, FINANCIAL PERFORMANCE, PROSPECTS AND
DEVELOPMENTS:
We are proud to announce that our Annual Standalone Financial statements reveal an
exciting story of growth for the Company. The revenues are reaching new heights and
multi-folded (which is approximately 235% of the total revenue of FY 2023), which shows
our strategies, management of operations and hard work are really working. These numbers
reflect our strong financial health and our ability to seize opportunities while making
sure everyone wins.
During the year under review, the Total Revenue from Operations is Rs. 811144.12
thousand which was Rs. 344665.91 thousand in the Financial Year 2022-23 and EBITDA is Rs.
46967.40 thousand which was Rs. 31487.51 thousand in the Financial Year 2022-23.
The Profit before tax is Rs. 32141.81 thousand in comparison to Profit before tax of
Rs. 29519.40 thousand in F.Y. 2022-2023. The Profit after tax is Rs. 24521.14 thousand in
comparison to Profit after tax of Rs. 29209.40 thousand in F.Y. 2022-2023.
During the year under review, the exports of your Company recorded a gross turnover of
INR 7481.25 Lakhs.
During the year under review, pursuant to the approval of the Board of Directors and
Shareholders of the Company accorded at their respective meetings held on November 29,
2022 and December 28, 2022 and further pursuant to the approval vide order Ref no:
AA1866355/13(4)/RD(NR)/2023/7191 dated November 24, 2023 of Regional Director, Northern
Region, New Delhi confirming the alteration in Situation Clause of the Memorandum of
Association of the Company for shifting of Registered Office of the Company from the State
of Uttar Pradesh to the State of Gujarat, the Board of Directors of the Company vide
resolution passed by circulation dated Monday, December 11, 2023 had approved the shifting
of the registered office of Company from its present address located at Office No.
1109, Corporate Park Tower, A/1, Plot No. 7A/1, Sector 142, Noida, Gautam Buddha Nagar 201
301, Uttar Pradesh, INDIA situated at Noida, State of Uttar Pradesh under the
jurisdiction of Registrar of Companies, Uttar Pradesh situated at Kanpur Uttar to the
address at B-1101, Titanium Square, B/h Sarveshwar Tower, Opp. B. M. W. Show Room,
Thaltej, Ahmedabad 380054, Gujarat, INDIA situated at Ahmedabad, State of Gujarat
under the jurisdiction of Registrar of Companies, Gujarat situated at Ahmedabad with
effect from Tuesday, December 12, 2023.
3. TRANSFER TO RESERVES
During the year under review, Your Directors do not propose to transfer any amount to
the reserves.
4. DIVIDEND
In view of previous years losses, no Dividend has been declared by the Company for the
financial year ended 31st March 2024.
Further there were no Unclaimed and Unpaid Dividend Amount in the Company.
5. SUBSIDIARIES, JOINT VENTURES & ASSOCIATES
Your Company doesn't have any Subsidiaries, Joint Ventures and Associates.
6. SEGMENT WISE PERFORMANCE
The Company has only one reportable segment of activity i.e. Trading of
Goods, in accordance with the definition of Segment as per the IND AS.
The performance of the Company is discussed separately in this Report.
7. CHANGE IN NATURE OF BUSINESS, IF ANY
The Company is engaged in the Business of Merchant Exports of Textiles, Ceramic Tiles,
FMCG and other products. During the Financial Year 2023-24, the Company has not changed
its nature of business.
8. SHARE CAPITAL
As on 31st March 2024, the Share Capital structure of the Company stood as follows:
Particulars |
No of Shares |
Amount |
Authorized Share Capital |
|
|
Equity Shares of Rs. 10/- each |
5,10,00,000 |
51,00,00,000 |
Total |
5,10,00,000 |
51,00,00,000 |
Issued, Subscribed and Paid-up Share Capital |
|
|
Equity Shares of Rs. 10/- each |
3,55,26,000 |
35,52,60,000 |
Total |
3,55,26,000 |
35,52,60,000 |
Preferential issue:
During the year under review, the following Allotments were made by the Company:
1. On 30th May 2023, allotment of 40,25,000 (Forty Lakh Twenty-Five Thousand)
Equity Shares ("Shares") of face value of INR 10/- each against conversion of
the Convertible Equity Warrants into Equity shares. The Allotted Equity Shares were listed
on traded on BSE Limited.
2. On 17th July 2023, allotment of 72,01,000 (Seventy-Two Lakh One
Thousand) Equity Shares ("Shares") of face value of INR 10/- each against
conversion of the Convertible Equity Warrants into Equity shares. The Allotted Equity
Shares were listed on traded on BSE Limited.
3. On 19th December 2023, allotment of 38,00,000 (Thirty-Eight Lakh)
Equity Shares ("Shares") of face value of INR 10/- each against conversion of
the Convertible Equity Warrants into Equity shares. The Allotted Equity Shares were listed
on traded on BSE Limited.
4. On 14th March 2024, allotment of 36,00,000 (Thirty-Six Lakh)
Equity Shares ("Shares") of face value of INR 10/- each against conversion of
the Convertible Equity Warrants into Equity shares. The Allotted Equity Shares were listed
on traded on BSE Limited.
As on 31st March 2024, the details of utilization of funds raised by way of
Preferential Issue of are as follows:
Sr. No. Objects as stated In the explanatory statement to the notice for the
General Meeting |
Amount proposed to be utilized |
Actual amount utilized for the Objects stated in the explanatory
statement to the notice for the General Meeting |
Unutilized Amount |
Amount of Deviation/Var iation for the quarter according to
applicable object |
1. To augment the funds for the expansion and diversification of the
business of the Company. |
|
-- |
-- |
-- |
2. To meet the long term and short- term working capital requirements of the
Company. |
|
-- |
-- |
-- |
3. To repay the Debt and Borrowings, whether Secured or Unsecured of the
Company. |
For anyone or combination of one or more objects |
18,62,60,000 |
-- |
-- |
4. To meet any nature of capital expenditure to be incurred for expansion
and diversification including to manufacture any new product. |
|
-- |
-- |
-- |
5 For general corporate purpose. |
|
-- |
-- |
-- |
Total |
18,62,60,000 |
18,62,60,000 |
-- |
-- |
Increase in Authorized Share Capital of the Company:
During the current Financial Year 2024-25, the existing Authorized Share Capital of Rs.
51,00,00,000 (Rupees Fifty-One Crores only) divided into 5,10,00,000 (Five Crores and Ten
Lakhs) Equity Shares of Rs. 10/- (Rupees Ten only) each is hereby increased to Rs.
60,00,00,000 (Rupees Sixty Crores only) divided into 6,00,00,000 (Six Crores) Equity
Shares of Rs. 10/- (Rupees Ten only) each by creating additional 90,00,000 (Ninety Lakh)
Equity Shares of Rs. 10/- (Rupees Ten only) each, ranking pari-passu in all respects with
the existing Equity Shares of the Company as per the Memorandum and Articles of
Association of the Company.
The said increase in Authorized Share Capital was approved by the Board of Directors at
their meeting held on 30th May 2024 and approved by the Shareholders of the
Company vide Postal Ballot dated 27th July 2024.
Depository System:
As the members are aware, the Company's Equity shares are compulsorily tradable in
electronic form. As on 31st March 2024, the total listed capital of the Company
was 3,55,26,000 Equity Shares out of which 3,49,76,900 Equity Shares were held in
Dematerialized Form comprising 98.45% of Issued Capital.
The SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 mandate
that the transfer, except transmission and transposition, of securities shall be carried
out in dematerialized form only with effect from 1stApril 2019. In view of the
numerous advantages offered by the Depository system as well as to avoid frauds, members
holding shares in physical mode are advised to avail themselves of the facility of
dematerialization from either of the depositories. The Company has, directly as well as
through its RTA, sent intimation to shareholders who are holding shares in physical form,
advising them to get the shares dematerialized.
Rights Issue:
The Board of Directors of the Company at their meeting held on 30th May 2024
had approved raising of funds by way of offer, issue and allotment of Equity Shares of
face value of INR 10/- each to the existing Equity Shareholders of the Company on rights
basis (Rights Issue), at such price and right entitlement ratio as may be
decided by the Board of Directors or a duly constituted Rights Issue Committee of the
Board to the eligible Equity shareholders of the Company, as on the record date, for an
amount aggregating up to INR 49.50 Crores (Rupees Forty Nine Crores and Fifty Lakhs only),
subject to receipt of necessary regulatory/statutory approvals and consent as may be
necessary/required for compliance of applicable laws.
9. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134 (3)(c) and Section 134 (5) of the Companies
Act, 2013, the Board of Directors confirms that to the best of its knowledge and belief:
(a) In the preparation of annual accounts, the applicable accounting standards have
been followed along with explanation relating to material departures.
(b) that 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 on March 31, 2024, and
of the profit / loss of the Company for that period.
(c) that 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) that the annual accounts have been prepared on a going concern basis.
(e) that internal financial controls have been laid down to be followed by the company
and that such internal financial controls are adequate and were operating effectively.
(f) that proper systems have been devised to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
10. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report as required under Regulation 34 and
Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
forms an integral part of this Report and provides overview of the business and operations
of the Company.
11. PUBLIC DEPOSITS
The Company has not accepted any public deposits, nor any amount of principal or
interest thereof was outstanding in terms of Sections 73 and 74 of the Companies Act, 2013
read with the Companies (Acceptance of Deposits) Rules, 2014, for the financial year
ended.
The Company has received declarations from its directors that all the Loans extended/to
be extended by them to the Company are their owned funds only and not borrowed from any
person or entity.
12. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF
THE
FINANCIAL YEAR AND DATE OF REPORT
In terms of Section 134(3) (l) of the Companies Act, 2013, except as disclosed
elsewhere in this Report, no material changes and commitments which could affect the
Company's financial position have occurred between the end of the financial year of the
Company and date of this Report.
13. CORPORATE GOVERNANCE
A report on Corporate Governance along with a Certificate from a Practicing Company
Secretary confirming compliance of the conditions of Corporate Governance as stipulated
under the SEBI Listing Regulations and a Certificate of the CEO and CFO of the Company in
terms of Regulation 17(8) of the Listing Regulations is appended to the Corporate
Governance Report which forms part of this Annual Report.
14. INDUSTRIAL RELATIONS
The relationship with employees at all levels remained cordial and harmonious during
the year. We appreciate the committed contribution made by employees of the Company at all
the levels to achieve the present growth of the Company.
15. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND
SENIOR MANAGEMENT OF THE COMPANY
In accordance with the provisions of Section 178 of the Companies Act, 2013 and
Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, The Board of Directors has formulated the Nomination and Remuneration Policy based
on recommendations made by the Nomination and Remuneration Committee. The salient aspects
covered in the Nomination and Remuneration Policy have been outlined in the Corporate
Governance Report which forms part of this Report. The Policy is also available on the
website of the Company.
16. BOARD DIVERSITY
The Company recognizes the importance of a diverse Board in its process. We believe
that a truly diverse Board will leverage differences in thought, perspective, knowledge,
skill, regional and industry experience, cultural and geographical background, age,
ethnicity, race and gender which will help to provide better directions and supervision to
the affairs of the Company. The Board has adopted the Board diversity policy which sets
out the approach to diversity of the Board of Directors. The Policy is also available on
the website of the Company.
17. PARTICULARS OF EMPLOYEES
Disclosures with respect to the remuneration of Directors and employees as required
under Section 197 (12) of the Companies Act, 2013 and Rule 5 (1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in
Annexure [A] that forms part of this Report.
No employee of the Company was in receipt of remuneration more than the limits
specified under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, during the financial year ended 31st March 2024.
18. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
As on March 31, 2024, The Board of Directors of the Company comprises of following Six
(6) Directors:
Sr. No Name |
DIN |
Date of Appointment |
Designation |
1. Mr. Mayank Suresh Jolly |
09366175 |
20.04.2022 |
Whole-Time Director (Promoter) |
2. Mr. Irfan Abdulrahimbhai Qureshi |
09494589 |
20.04.2022 |
Whole-Time Director (Promoter) |
3. Mr. Mitesh Surendrasinh Rajput |
06772154 |
20.04.2022 |
Non-Executive and Non- Independent Director (Promoter) |
4. Mr. Aditya Vikrambhai Patel |
09121052 |
12.08.2022 |
Independent Director |
5. Ms. Nidhi Bansal |
09693120 |
12.08.2022 |
Independent Director |
6. Mr. Ankitkumar Surendrakumar Agrawal |
10118085 |
23.01.2024 |
Additional Independent Director |
Appointments:
During the year under review, Mr. Ankitkumar Surendrakumar Agrawal (DIN: 10118085) was
appointed as an Additional Director (Non-Executive and Independent Director) of the
Company for a term of 5 (Five) consecutive years commencing from 23rd January 2024 till
22nd January 2029 (both days inclusive) by Board of Directors at their meeting held on 23rd
January 2024.
Further during the year under review, Mr. Mayank Suresh Jolly (DIN: 09366175) and Mr.
Irfan Abdulrahimbhai Qureshi (DIN: 09494589) were appointed by Board of Directors as an
Executive Whole Time Directors (Promoter) of the Company, liable to retire by rotation,
for a period of 3 (Three) years with effect from 23rd January 2024.
Subsequently the members of the Company consented the appointment of Mr. Ankitkumar
Surendrakumar Agrawal (DIN: 10118085), Mr. Mayank Suresh Jolly (DIN: 09366175) and Mr.
Irfan Abdulrahimbhai Qureshi (DIN: 09494589) by passing Special resolutions through Postal
Ballot dated 13th April 2024.
Retire by rotation and Re-appointments:
Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the
Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of
Association of your Company, Mr. Mitesh Surendrasinh Rajput (DIN: 06772154), Non-Executive
Non-Independent Director of the Company is liable to retire by rotation at 36th
AGM and being eligible offer himself for reappointment.
An appropriate resolution for his re-appointment is being placed for your approval at
36th AGM. The brief resume of Mr. Mitesh Surendrasinh Rajput (DIN: 06772154),
Non-Executive Non-Independent Director with other related information has been detailed in
the Notice of AGM which is forming part of the Annual Report.
Resignations/Retirements along with facts of resignation:
During the year under review, No Director has resigned from the office of Director of
the Company.
Key Managerial Personnel:
During the financial year 2023-24, Mr. Bhavesh Hasmukhrai Dave (AEWPD8260R), Chief
Executive Officer of the Company resigned from his post with effect from 2nd November 2023
due to personal reasons and to pursue alternate career opportunities.
Consequently, due to the resignation of Mr. Bhavesh Hasmukhrai Dave from the position
of Chief Executive Officer of the Company, the Board of Directors, in their meeting held
on 23rd January 2024, had approved appointment of Mr. Ranjeet Madhukarrao Pawar
(BCIPP0134R) as Chief Executive Officer of the Company with effect from 23rd January,
2024.
Pursuant to the provisions of Section 203 of the Companies Act, 2013, Mr. Mayank Suresh
Jolly, Chairman and Whole Time Director, Mr. Irfan Abdulrahimbhai Qureshi, Whole-Time
Director, Mrs. Manisha Kansingh Rajput, Chief Financial Officer, Mr. Ranjeet Madhukarrao
Pawar, Chief Executive Officer and Mr. Mrugesh Ashwin Kumar Vyas, Company Secretary and
Compliance officer, are the Key Managerial Personnel of your Company.
Annual Evaluation of Board's Performance:
In terms of the requirement of the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations'),
an annual performance evaluation of the Board, its Committees and the Directors was
undertaken which included the evaluation of the Board as a whole, Board Committees and
peer evaluation of the Directors. The criteria for performance evaluation covers the areas
relevant to the functioning of the Board and Board Committees such as its composition,
oversight and effectiveness, performance, skills and structure etc. The performance of
individual directors was evaluated on parameters such as preparation, participation,
conduct, independent judgment and effectiveness. The performance evaluation of Independent
Directors was done by the entire Board of Directors and in the evaluation of the
Directors, the Directors being evaluated had not participated. The evaluation process has
been explained in the corporate governance report section in this Annual Report.
Declaration of Independence:
Your Company has received declarations from all the Independent Directors under Section
149(7) of the Companies Act, 2013 confirming that they fulfill the criteria of
independence as prescribed under Section 149(6) of the Companies Act, 2013 read with the
Schedules and Rules issued thereunder as well as under Regulation 16(b) of the Securities
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015.
In the opinion of the Board, the Independent Directors fulfil the conditions specified
under the Act and Listing Regulations and are independent of the management. The Board
skill/expertise/ competencies matrix of all the Directors, including the Independent
Directors is provided in the Corporate Governance Report forming part of this
Annual Report. All the Independent Directors of the Company have registered themselves
with the Indian Institute of Corporate Affairs (IICA).
Familiarization Program for Independent Directors:
At the time of the appointment of an Independent Director, the Company issues a formal
letter of appointment outlining his/her role, function, duties and responsibilities.
Further, the Independent Directors are introduced with the corporate affairs, new
developments and business of the Company from time to time. The Familiarization program is
also available on the website of the Company www.tihil.co.in.
Pecuniary relationship:
During the year under review, except those disclosed in the Audited Standalone
Financial Statements, the Non-Executive Directors of the Company had no pecuniary
relationship or transactions with the Company.
19. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING
The Board of Directors has adopted the Insider Trading Policy in accordance with the
requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider
Trading policy of the Company lays down guidelines and procedures to be followed, and
disclosures to be made while dealing with shares of the Company as well as consequences of
violation. The Policy has been formulated to regulate, monitor and ensure the reporting of
deals by the employees and to maintain the highest ethical standards of dealing in the
Company's Shares. The code is also available on the website of the Company
www.tihil.co.in.
The Company has adopted the amended Code of Practices and Procedures for Fair
Disclosure of Unpublished Price Sensitive Information in terms of the SEBI (Prohibition of
Insider Trading) Regulation, 2015 (as amended). The same has been filed with the BSE
Limited and also uploaded on the website of the Company.
20. COMMITTEES OF THE BOARD
As on 31st March 2024, the Board has following committees:
a. Audit Committee. b. Nomination and Remuneration Committee. c. Stakeholder's
Relationship Committee.
The details with respect to the composition, powers, roles, terms of reference, number
of meetings held, attendance at the meetings etc. of Statutory Committees are given in
detail in the Corporate Governance Report.
21. NUMBER OF MEETINGS OF THE BOARD
The details of the number of Board Meetings of your Company along with the composition
and attendance of the Directors and Members at such meetings are set out in the Corporate
Governance Report which forms part of this Report. The time gap between the two meetings
was in accordance with the requirements. Every Director currently on the Board of the
Company has personally attended at least one Board Meeting in the financial year 2023-24.
All the information required to be furnished to the Board was made available along with a
detailed Agenda.
During the year under review, the Company has complied with the provisions of
Secretarial Standard 1 (relating to Meetings of the Board of Directors) and Secretarial
Standard 2 (relating to General Meetings) issued by the Institute of the Company
Secretaries of India.
22. EXTRACT OF ANNUAL RETURN
The Annual Return as required under sub-section (3) of Section 92 of the Companies Act,
2013 (the Act') in form MGT-7 is made available on the website of the Company and
can be accessed at www.tihil.co.in.
23. RELATED PARTY TRANSACTIONS
During the financial year 2023-24, all transactions with the Related Parties as defined
under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of
Definitions Details) Rules, 2014 and Regulation 23 of the
Securities Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 were entered in the ordinary course of business and on an arm's length
basis.
The Company has a process in place to periodically review and monitor Related Party
Transactions. The Audit Committee has approved all related party transactions for FY
2023-24 and estimated transactions for FY 2024-25.
There were no materially significant related party transactions that may conflict with
the interest of the Company.
The Policy on materiality of related party transactions and dealing with related party
transactions as approved by the Board of Directors may be accessed on the Company's
website at www.tihil.co.in. Disclosures on related party transactions are set out in the
Notes to the Financial Statements forming part of this Annual Report.
24. LOANS AND INVESTMENTS
The Company has disclosed the full particulars of the loans given, investments made or
guarantees given or security provided as required under section 186 of the Companies Act,
2013, Regulation 34(3) and Schedule V of the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 in Notes forming part of the financial statements.
25. RISK MANAGEMENT
The Company manages and monitors the principal risks and uncertainties that can impact
on its ability to achieve its objectives. At present the Company has not identified any
element of risk which may threaten the existence of the company. Discussion of risks and
concerns are covered in the Management Discussion and Analysis Report, which forms part of
this Annual Report.
26. VIGIL MECHANISM AND WHISTLE BLOWER POLICY
The Board of Directors has formulated a Whistle Blower Policy which is in compliance
with the provisions of Section 177 (10) of the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. The policy provides for a
framework and process whereby concerns can be raised by its employees against any kind of
discrimination, harassment, victimization or any other unfair practice being adopted
against them. The policy is also available on the website of the Company www.tihil.co.in.
27. CORPORATE SOCIAL RESPONSIBILITY
Your Company does not fall under the purview of the criteria specified under Section
135(1) of the Companies Act, 2013, so provisions regarding formation / constitution of CSR
Committee prescribed under Section 135 of the Companies Act, 2013.
28. AUDITORS AND AUDITORS' REPORT
Statutory Auditors:
At the 35th Annual General Meeting held on 30th September 2023,
M/s Manoj Acharya & Associates, Chartered Accountants (FRN 114984W) were appointed as
Statutory Auditors of the Company to hold office till the conclusion of the 40th
Annual General Meeting to be held in the Financial Year 2027-28.
Further in terms of Clause 40 of Companies (Amendment) Act, 2017 which was notified
vide Notification dated S.O. 1833 (E) dated 7th May 2018 and effective from the date, the
Proviso of Section 139(1) relating to ratification of Appointment of Auditors at every
Annual General Meeting of the Company has been omitted and the requirement of Ratification
of Auditors Appointment is no longer required as per the Companies Act, 2013.
Therefore, the resolution for ratification of Appointment of Statutory Auditors M/s
Manoj Acharya & Associates. Chartered Accountants (FRN 114984W), Chartered
Accountants, has not been provided for the approval of the Shareholders and not formed as
a part of Notice of the 36th AGM of the Company.
The Auditors' Report for Financial Year ended 31st March 2024 forms part of the
Integrated Annual Report and does not contain any qualification, reservation or adverse
remarks.
Cost Auditor:
The appointment of Cost Auditor for the Company is not applicable to the Company.
Secretarial Audit:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company
has appointed M/s Kunal Sharma & Associates, Practicing Company Secretaries to conduct
the Secretarial Audit of your Company at the meeting of Board of Directors dated 02nd
November 2023. The Secretarial Audit Report is annexed herewith as Annexure -
[B] to this Report.
Based on the recommendation of the Audit Committee, the Board of Directors of the
Company has appointed M/s Kunal Sharma & Associates, Practicing Company Secretaries as
the Secretarial Auditor of the Company for the financial year ending 31st March 2025 at
their meeting held on 23rd May 2024. The Company has received their written
consent that the appointment is in accordance with the applicable provisions of the
Companies Act, 2013 and rules framed thereunder.
Internal Auditors:
Pursuant to the provision of Section 138 of the Companies Act, 2013 read with the
Companies (Accounts) Rules, 2014, the Company has appointed M/s Agarwal Akshay &
Associates, Chartered Accountants (FRN: 015592C), as Internal Auditors of the Company, to
undertake the Internal Audit of the Company for FY 2023-24 at the meeting of Board of
Directors dated 14th August 2023.
The Internal Audit Report issued by the Internal Auditor was present before the Audit
Committee and the Board of Directors of the Company.
Based on the recommendation of the Audit Committee, the Board of Directors of the
Company has appointed M/s Agarwal Akshay & Associates, Chartered Accountants (FRN:
015592C) as the Internal Auditor of the Company for the financial year ending 31st March
2025 at their meeting held on 23rd May 2024. The Company has received their
written consent that the appointment is in accordance with the applicable provisions of
the Companies Act, 2013 and rules framed thereunder.
29. EXPLANATION ON AUDITORS REPORT
Statutory Auditor
The notes to the accounts referred to in the Auditors Report are self-explanatory and
therefore do not call for any separate or further comments or explanations.
Secretarial Auditor
The details of remarks and qualifications of Secretarial Auditor are as follows:
Sr. No Remarks by Secretarial Auditor |
Response of the Management |
1 The Company had made violations for not complying with the composition
requirements of Audit Committee under Regulation 18(1) of SEBI LODR Regulations 2018 for
the Quarter ended 30th June 2023. |
The Company had paid the monetary penalty within the due date and also
reconstituted the Audit Committee and Nomination and Remuneration |
2 The Company had made violations for not complying with the composition
requirements of Nomination and Remuneration Committee under Regulation 19(1)/ 19(2) of
SEBI LODR Regulations 2018 for the Quarter ended 30th June 2023. |
Committee in line with the requirements of Regulation 18(1) and 19(1)/ 19(2) of
SEBI LODR Regulations 2018 at their meeting held on 23rd May 2023 and submitted
the Outcome with BSE Limited on the said day within the require timelines. |
30. ANNUAL SECRETARIAL COMPLIANCE REPORT
The Company has undertaken an audit for the financial year 2023-2024 for all applicable
compliances as per Securities and Exchange Board of India Regulations and
Circulars/Guidelines issued thereunder. The Annual Secretarial
Compliance Report pursuant to Regulation 24A of the listing regulations read with SEBI
Circular dated February 08, 2019, has been taken from Mr. Kunal Sharma, Secretarial
Auditor of the Company.
31. FRAUDS REPORTED BY AUDITORS:
No frauds are reported by Auditors which falls under the purview of sub section (12) of
Section 143 of the Companies Act, 2013.
32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO
Information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule
8 of the Companies (Accounts) Rules, 2014 for the financial year ended 31st March 2024 in
relation to the Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo is annexed herewith as Annexure - [C] to this Report.
33. INTERNAL FINANCIAL CONTROLS
The Company has adequate internal controls and checks in commensurate with its size and
activities. The Board has adopted the policies and procedures for ensuring the orderly and
efficient conduct of its business, including, the safeguarding of its assets, the
prevention and detection of frauds and errors, the accuracy and completeness of the
accounting records, and the timely preparation of reliable financial disclosures.
The Report on the Internal Financial Control under Clause (i) of sub section 3 of
Section 143 of the Companies Act, 2013 is forming part of the financial statement for the
year under review.
34. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION
AND REDRESSAL) ACT, 2013
Your Company is committed to providing and promoting a safe, healthy, and congenial
atmosphere irrespective of gender, caste, creed or social class of the employees. During
the year under review, there was no case filed pursuant to the sexual harassment of Women
at workplace (Prevention, Prohibition and Redressal) Act, 2013.
35. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS
There are no significant/material orders passed by the Regulators or Courts or
Tribunals which would impact the going concern status of your Company and its future
operations.
36. OTHER DISCLOSURES
(a) During the financial year 2023-24, the Company does not have any scheme or
provision of money for the purchase of its own shares by employees or by trustees for the
benefit of employees. (b) During the financial year 2023-24, no application was made, or
any proceeding is pending under the Insolvency and Bankruptcy Code, 2016. (c) During the
financial year 2023-24, your Company has not entered into any One-Time Settlement with
banks or financial institutions. (d) The Company has not issued any debentures during the
financial year 2023-24. (e) During the financial year 2023-24, your Company had raised
funds from Preferential Issue of Convertible Equity Warrants and your Board hereby
confirms that there were no deviation(s) or variation(s) in the utilization of proceeds
from the objects stated in the explanatory statement to the notice for the general
meeting.
37. APPRECIATION
Your directors' places on record their sincere thanks to the Customers, Vendors,
Stakeholders, Banks, Regulatory Bodies, Financial Institutions, Employees and other
Business Associates who have extended their valuable sustained support and encouragement
during the year under review.
Dated: 12th August 2024 |
For Trans India House Impex Limited |
Place: Ahmedabad |
SD/- |
|
Mayank Suresh Jolly |
|
Chairman and Whole-Time Director |
|