Financial Results

FY2024-2025 Performance:

  • Net Sales and other Income: ₹0 (no revenue generated)
  • Total Expenditure: ₹20,000
  • Net Loss before tax: ₹(20,000)
  • Net Loss after tax: ₹(20,000)

FY2023-2024 Comparison:

  • Net Loss after tax: ₹(31,800)
  • The company has incurred net losses for two consecutive years with no revenue generation.

Operations Status

The company is not generating revenue for the past 2 years. Bombay Stock Exchange has suspended trading in the company's securities effective from 10 July 2017 due to non-compliance with Regulation 55A of SEBI (Depositories and Participants) Regulations 1996 for two consecutive quarters (December 2016 and March 2017).

BIFR Reference History

The company had referred to BIFR on 04/11/1991. However, with the repeal of SICA effective 1 December 2016 through Ministry of Finance notifications S.O. 3568(E) and 3569(E) dated 25 November 2016, BIFR and AIFR stand dissolved and all proceedings before them stand abated.

Corporate Governance

Board Composition:

  • Mr. Arun Singhi: Director, attended 7 board meetings and last AGM
  • Mr. Satya Kishore Mathur: Director, attended 7 board meetings and last AGM

Dividend:

No dividend recommended for FY2024-25 due to accumulated losses.

Auditors:

  • Statutory Auditors: M/s. Joshi Chhadva & Co LLP, Chartered Accountants
  • Secretarial Auditor: Mr. Ankit Mazumdar, Practicing Company Secretary (CP No. 22261)

Governance Exemption:

Clause 49 of Listing Agreement not applicable as paid-up capital (< ₹10 Crores) and net worth (< ₹25 Crores) below thresholds.

Secretarial Audit Findings (Major Non-Compliances)

1. Annual General Meeting for year ended 31.03.2024 not conducted

2. No proper board process and compliance mechanism

3. No Woman Director on Board as required under Section 149(1) of Companies Act, 2013

4. Non-compliance with Section 203(1) regarding appointment of Chief Financial Officer and Company Secretary

5. No Independent Directors appointed as required under Section 149

6. Audit Committee and Nomination and Remuneration committee not constituted as required under Sections 177 and 178

7. Register of members and other statutory registers not updated

8. Annual Return and Annual Accounts for FY 2023-24 not filed with Registrar of Companies

9. Form AOC-14 for approval of financial statement and Board reports not filed

10. No Internal Audit System as required under Section 138

11. Statutory dues outstanding for Central Excise, Income Tax, Sales Tax, Provident Fund, and ESIC

12. Dues to Financial Institutions overdue and payable

Financial Position (as at 31st March 2025)

Assets:

  • Non-Current Assets: ₹1,18,94,355
  • Loans: ₹93,36,470
  • Other Financial Assets: ₹11,69,630
  • Other Non-Current Assets: ₹13,88,255
  • Current Assets: ₹1,11,39,901
  • Trade Receivables: ₹35,60,795
  • Cash and Cash Equivalents: ₹1,51,648
  • Other Current Assets: ₹56,85,108
  • Current Tax Assets: ₹17,42,350

Liabilities:

  • Equity: Negative ₹(27,01,82,485)
  • Equity Share Capital: ₹2,83,50,290
  • Other Equity: Negative ₹(29,85,32,775)
  • Non-Current Liabilities: ₹10,68,506 (Provisions)
  • Current Liabilities: ₹29,21,48,234
  • Borrowings: ₹24,07,49,629
  • Trade Payables: ₹1,65,00,686
  • Other Current Liabilities: ₹3,48,97,919

Shareholding Pattern (as at 31st March 2025)

Promoter Holding: 58.79%

  • Nirved Traders Private Limited: 16.20% (4,59,270 shares)
  • Birla Bombay Private Limited: 16.86% (4,77,900 shares)
  • Zenith Birla (India) Limited: 15.36% (4,35,350 shares)
  • Godavari Corporation Private Limited: 10.28% (2,91,525 shares)
  • Laxmi Properties Private Limited: 0.09% (2,600 shares)

Public Shareholding: 41.20%

  • Institutions: 1.10%
  • Non-Institutions: 40.10%

Total Shares: 28,35,029 equity shares of ₹10 each

Indebtedness Position

At beginning of financial year:

  • Principal Amount: ₹24,07,37,829
  • Total Indebtedness: ₹24,07,37,829

Changes during year:

  • Addition: ₹11,800
  • Reduction: ₹0

At end of financial year:

  • Principal Amount: ₹24,07,49,629
  • Total Indebtedness: ₹24,07,49,629

Statutory Dues Outstanding

Undisputed dues overdue for more than 6 months:

  • Delhi Sales Tax Act, 1975: ₹7,70,000 (Interest for 2004-05)
  • Fringe Benefit Tax: Multiple dues totaling ₹4,56,718 + ₹2,08,293 + ₹14,67,631 + ₹53,005 + ₹1,31,438 + ₹1,19,383
  • Income Tax Act, 1961: TDS dues totaling ₹34,760 + ₹30,000 + ₹1,12,360 + ₹2,30,000 + ₹2,30,000
  • SEBI Regulations: Annual listing fees ₹1,14,500
  • Employees State Insurance Corporation: Final arrears ₹93,921

Disputed dues under appeal:

  • UP Sales Tax: Multiple disputes totaling ₹28,75,017 + ₹75,196 + ₹14,53,367 + ₹8,59,396 + ₹5,04,180 + ₹12,850 + ₹71,419 + ₹30,303
  • Delhi Sales Tax Act, 1975: Multiple disputes from 1985-86 to 2004-05 totaling approximately ₹65 lakhs

Auditor's Opinion

Statutory auditors issued an unqualified opinion stating that financial statements give a true and fair view in conformity with accounting principles generally accepted in India. However, they noted that the company is exempt from getting an audit opinion on internal financial controls.

Going Concern Note

The secretarial auditor raised doubts on the company's ability to continue as a going concern regarding rescheduling of debts, loans, other liabilities and resuming normal operations.