Dear Members,
Your directors take pleasure in presenting the Thirty-Eight Annual Report Aditya Forge
Limited ('the Company') along with the Audited Financial Statements for the Financial Year
ended March 31st, 2023
1. FINANCIAL HIGHLIGHTS
Your Company's financial performance for the year ended March 31, 2023, is as below:
(Rs. In Hundreds)
Financial Performance |
Year ended 31.03.2023 |
Year ended 31.03.2022 |
Turnover & Other Income |
33,25,427 |
21,68,956 |
Less: Expenditure |
32,54,563 |
22,37,223 |
Profit/Loss before Depreciation, Interest and Taxation |
1,75,706 |
(6,873) |
Interest |
(79,926) |
(36,767) |
Depreciation & Amortization |
(24,916) |
(24,627) |
Profit/(Loss) before Taxation |
70864 |
(68,267) |
Provision/(reversal) for Income Tax / Deferred Tax |
4,258 |
4,219 |
Net Profit/(Loss) after Taxation |
75,122 |
(64,049) |
Other Comprehensive Income (OCI) |
00 |
00 |
Net Profit/(Loss) after OCI |
75,122 |
(64,049) |
2. COMPANY'S PERFORMANCE
The Total Income for the year is Rs. 33,25,427 Hundreds, which is higher than the
previous year's Total Income of Rs. 21,68,956 Hundreds. There is an upward rise of 65.22%.
The overall income of the Company has increased with the consistent efforts of the
Management to promote the business and revenue. With all this effort, the Company has
reported a Profit of Rs. 75,122 hundred for the year in comparison to a Loss of Rs.
(64,049) hundreds for FY 2021-22.
3. DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the requirements of the Act and the Company's Articles of
Association, MR. VISHNUBHAI INDUBHAI PATEL (DIN: 00070985) retires by rotation and being
eligible, offers himself for re-appointment. Relevant resolutions (Ordinary and Special,
as applicable) seeking shareholders' approval forms part of the Notice.
During the year under review, the Non-Executive Directors of the Company had no
pecuniary relationship or transactions with the Company, other than sitting fees and
reimbursement of expenses, if any incurred by them for the purpose of attending meetings
of the Board/Committee of the Company.
Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of
the Company as on March 31,2023 are:
? NITIN RASIKLAL PAREKH (Managing Director)
? YOGESHKUMAR SUMANLAL PUJARA (Chief Financial Officer)
? MANSI PRATIK PATEL (Company Secretary)
4. RESERVES
The Board do not recommend transfer of any amount to General Reserves.
5. DIVIDEND
In view of continuing losses, your directors have not recommended Dividend for the
Financial Year 2022-23.
6. SHARE CAPITAL
There was no public issue, rights issue, bonus issue, etc. during the year. The Company
has not issued shares with differential voting rights, sweat equity shares, nor granted
any stock options.
7. 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
No material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year to which these financial statements relate
on the date of this report. There has been no change in the nature of business during the
year.
The Banker Madhavpura Mercantile Co-operative Bank Ltd (The MMCB Ltd) has gone into
liquidation. The MMCB Ltd had offered the settlement under OTS for an amount of Rs. 6.21
Crores (against outstanding of the Term Loan facility amounting to Rs. 5.13 Cr. and Cash
Credit facility of Rs. 2.90 Cr Plus due interest from FY 2006 / disputable charges). The
matter is under re-consideration by the bank. The Company Management has shown for
willingness to settle the dues as outstanding of Rs. 4.75 Crores on NPA Date i.e.
31.03.1999. Based on legal opinions taken by the Company's Lr. Solicitors the Company
believes that it has good cases in respect of the settlement of account under OTS. The
MMCB Ltd had issued last communication dated 12th March 2021 wherein the MMCB Ltd has
offered for a settlement at Rs.7.56 Crores + interest @8% from 01st February 2021 till
date of payment if made within mutually agreed period. However, the Company has responded
to the same to settle the dues for an amount of Rs. 500 Lakhs.
Your Board has also decided that considering the prolonged adversities in the business
due to nonavailability of adequate working capital finance, the breakeven production as
compared to installed capacity is not possible to be achieved. Under the circumstances, to
meet One time Settlement as referred above is only possible with disposal of the fixed
assets of the company, either partially or fully and re-locating the activity at a
different premise obtained either as owned or on lease.
8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies
(Accounts) Rules, 2014 is furnished below:
CONSERVATION OF ENERGY
The Company is extremely cautious with regard to resource management & particularly
the energy conservation be it electrical or gas consumption. We have installed necessary
capacitors in our electrical sub stations & VFD (Variable Frequency Drive) in most of
the motors. All the halogens, incandescent bulbs & even the PL tubes (Plug in Light)
are almost replaced with LED (Light Emitting Diodes). The entire property has magnetic
door locks which monitors the overall supply to individual guest rooms & thermostats
controls are provided for guest comfort & energy saving. All the glass window are
replaced with Double Glace DGU & fixed sunscreen protection are laid on them. The new
magnetic chillers used for air conditioning process have proved to be major savers.
# FOREIGN EXCHANGE EARNINGS AND OUTGO
During the year under review, your Company earned Foreign Exchange of Rs. 85,677
(Hundreds) /- (PY Rs. NIL/-).
9. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE
COMPANY
The Company has been taking proactive approach concerning the development and
implementation of a Risk Management Policy after identifying the following elements of
risks which in the opinion of the Board may threaten the very existence of the Company
itself. (a) financial; (b) legal and regulatory;(c) operating; and(d) commercial risks,
including health, safety and environment. The Company does not have any Risk Management
Committee as the Board takes into consideration all the risk factors at regular intervals
at its meetings
10. CORPORATE SOCIAL RESPONSIBILITY
Provisions relating to Corporate Social Responsibility under Section 135 of the
Companies Act, 2013 are not applicable to the Company.
11. INSURANCE
The Company has a broad-banded approach towards insurance. Adequate cover has been
taken for all movable and immovable assets against numerous risks and hazards.
12. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013.
Your Company has Zero tolerance for sexual harassment at its workplace and has adopted
a policy on prevention, prohibition and Redressal of sexual harassment at workplace
in-line with the provisions of the sexual Harassment of women at workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal
of complaints of sexual harassment at workplace. The Company has adopted an
Anti-harassment Policy in line with the requirements of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Company has complied with the provision relating to the constitution of Internal
Complaint Committee which are set up to redress complaints received regularly and are
monitored by women line supervisors who directly report to the Chairman / Managing
Director. There was no complaint outstanding / received from any employee during the
financial year 2021 -22 and hence, no complaint is pending as on March 31,2022, for
redressal.
13. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER INSOLVENCY AND
BANKRUPTCY CODE, 2016
No proceedings are pending Under the INSOLVENCY AND BANKRUPTCY CODE, 2016
14. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF
ONETIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF
Not Applicable
15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013
No loans and guarantees are made by the Company during the year under review. However,
the details of the investment made in compliance with provision of section 186 of
Companies Act, 2013, are provided in the Financial Statement.
16. DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the Regulators / Courts which would
impact the going concern status of the Company and its future operations.
17. MAINTENANCE OF COST RECORDS AND COST AUDIT
Your Company is not required to maintain Cost records as specified by the Central
Government under Section 148(1) of the Companies Act, 2013.
18. STATUTORY AUDITORS
M/s. Sugnesh Mehta and Co, Chartered Accountants (FRN:120348W) were appointed as
Statutory Auditors for conducting the statutory audit for the financial year 2022-23. They
have confirmed that they are not disqualified from continuing as Auditors of the Company.
19. SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed KH & ASSOCIATES, a Company Secretary in practice to undertake the
Secretarial Audit of the Company. The Secretarial Audit Report is furnished in Annexure 1
(Form No. MR-3).
20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
Particulars of contracts or arrangements with related parties in Form AOC-2 are
enclosed as per Annexure 3. All the Related Party Transactions are held at arm's length
price and in Ordinary Course of Business and within limit prescribed under Section 188 of
the Act. for which prior approval of Board of Directors was obtained.
21. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
The Company had Eight board meetings during the financial year under review on 15th
May, 2022, 11th August, 2022, 02nd September,2022 ,26th October, 2022, 02nd
December,2022, 26th December,2022, 07th February, 2023 & 31st
March, 2023.
Attendance of Board Meeting:
Sr. No. |
Name of director |
Board Meetings |
Number of Meetings which director was entitled to attend |
Number of Meetings attended |
% of attendance |
1. |
NITIN RASIKLAL PAREKH |
8 |
8 |
100% |
2. |
VISHNUBHAI INDUBHAI PATEL |
8 |
8 |
100% |
3. |
REKHA NITIN PAREKH |
8 |
8 |
100% |
22. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint venture or Associate Company.
23. INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY
Your Company has in place an adequate system of Internal Controls, with documented
procedures covering all corporate functions and hotel operating unit to ensure that all
transactions are authorized, recorded and reported correctly. This ensures prompt
financial reporting, optimum utilization of various resources and immediate reporting of
deviations. Compliance with laws and regulations is also ensured and confirmed and is
checked by the Internal Auditor of the Company.
The reports of the Internal Auditor are reviewed by the Audit Committee. The Audit
Committee also reviews adequacy of internal controls, system and procedures, insurance
coverage of assets from various risks and steps are taken to manage foreign currency
exposures. The Audit Committee also interacts with Internal Auditors and Statutory
Auditors of the Company to ensure compliance of various observations made during the
conduct of audits and adequacy of various controls.
24. DEPOSITS
The Company has not invited deposit from members or public.
25. WEBSITE
The corporate website www.adityaforge.com reflecting the new architecture is far
more experimental, with large images showcasing the property and its facilities, enhanced
content, both in quantity and quality, with in depth information on experiences, services
and facilities. The website also displays financial & corporate information.
26. DECLARATION OF INDEPENDENT DIRECTORS
Pursuant to the provisions of Section 149 of the Act, the Independent Directors have
submitted declarations that each of them meet the criteria of independence as provided in
Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1 )(b) of
the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ('SEBI Listing Regulations'). In terms of Regulation 25
(8) of SEBI Listing Regulations they have confirmed that they are not aware of any
circumstance or situation, which exist or may be reasonably anticipated, that could impair
or impact their ability to discharge their duties with an objective independent judgment
and without any external influence. The Board of directors of the Company has taken on
record the declaration and confirmation submitted by the independent directors after
undertaking due assessment of the veracity of the same. There has been no change in the
circumstances affecting their status as Independent Directors of the Company
27. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the
Board hereby submit its responsibility Statement: -
a) in the preparation of the annual accounts, 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 at the end of the financial year and of the profit
and loss 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 this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
d) the directors had prepared the annual accounts on a going concern basis; and
e) 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. Internal financial control means the policies and procedures adopted by the
Company for ensuring the orderly and efficient conduct of its business including adherence
to Company's policies, 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 information.
f) 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.
28. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS
During the year under review, there were no frauds reported by the Company or fraud on
the Company by the officers and employees of the Company has been noticed or reported or
no fraud are reported by the auditors to the Audit Committee or the Board under section
143(12) of the Companies Act, 2013.
29. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has adopted the whistle blower mechanism for directors and employees to
report concerns about unethical behavior, actual or suspected fraud, or violation of the
Company's code of conduct and ethics. The Company has a "Whistle Blower Policy",
the copy of which is available on the website of the Company
30. SAFETY & ENVIRONMENT
The Company is committed to providing a safe and healthy working environment and
achieving an injury and illness free work place.
31. ACKNOWLEDGEMENTS
Your directors would like to express sincere appreciation and gratitude to the
Company's valued stakeholders including Members, customers, Bankers, vendors, business
partners, State Government and the Government of India for their continued co-operation
and support.
Directors also place on record sincere appreciation of the commitment and enthusiasm of
all its employees. An acknowledgement to all, with whose help, cooperation and hard work,
the Company is able to achieve the results.
SD/-
NITIN RASIKLAL PAREKH CHAIRMAN (DIN: 00219664)
DATE: 21.08.2023 |
FOR AND ON BEHALF OF THE BOARD |
PLACE: VADODARA |
ADITYA FORGE LIMITED |