Key Quantitative Figures

  • Revenue from Operations: ₹0 lakhs (FY26) vs ₹0 lakhs (FY25)
  • Other Income: ₹64.41 lakhs (FY26) vs ₹66.43 lakhs (FY25)
  • Total Expenses: ₹32.76 lakhs (FY26) vs ₹40.30 lakhs (FY25)
  • Profit Before Tax: ₹31.65 lakhs (FY26) vs ₹26.13 lakhs (FY25)
  • Current Tax Expense: ₹8.93 lakhs (FY26) vs ₹6.58 lakhs (FY25)
  • Net Profit: ₹22.72 lakhs (FY26) vs ₹19.55 lakhs (FY25)
  • Earnings Per Share: ₹0.45 (FY26) vs ₹0.39 (FY25)
  • Total Assets: ₹855.14 lakhs (FY26) vs ₹812.57 lakhs (FY25)
  • Loans and Advances: ₹427.11 lakhs (FY26) vs ₹757.37 lakhs (FY25)
  • Cash and Cash Equivalents: ₹2.36 lakhs (FY26) vs ₹42.40 lakhs (FY25)
  • Share Capital: ₹504.37 lakhs (50,43,700 equity shares of ₹10 each)
  • Promoter Holding: 62.06% (31,29,951 shares)

Dates of Action

  • AGM Date: 30 September 2026 at 10:00 AM
  • Book Closure: 23 September 2026 to 30 September 2026
  • E-voting Period: 27 September 2026 (9:00 AM) to 29 September 2026 (5:00 PM)
  • Record Date: 23 September 2026
  • MD Reappointment Term: 26 March 2026 to 25 March 2029

Parties Involved

Board of Directors:

  • Noratmal Kawar (Chairman & Managing Director, DIN: 00464435)
  • Anil Sayarchand Kawar (Director, DIN: 00464523)
  • Shweta Vikash Kawar (Women Director)
  • Javerilal Nahar (Independent Director, appointed 30.09.2025)
  • Sumit Chhajer (Independent Director, appointed 30.09.2025)

Key Managerial Personnel:

  • Rameshwar Jangid (Chief Financial Officer)
  • Durga Dhanwani (Company Secretary, appointed 27.10.2025)

Auditors:

  • Shambhu Gupta & Co. (Statutory Auditors)
  • SKJ & Associates (Secretarial Auditors)
  • Mrs. Kusum Vyas of G Kusum & Co (Scrutinizer for e-voting)

Registrars:

  • MUFG Intime India Private Limited (RTA)

Financial and Operational Impact

  • The company has no revenue from operations due to closure of its manufacturing unit
  • Profit is generated entirely from other income (interest income and other sources)
  • The company is undergoing a takeover/acquisition process with an open offer made by acquirer
  • Loans and advances decreased by ₹330.26 lakhs during the year through repayments
  • No dividend recommended for the financial year

Capital Structure Impact

  • No change in share capital during the year
  • No issuance of shares with differential voting rights, stock options, sweat equity, or bonus shares
  • Promoter holding remains unchanged at 62.06%

Cash Flow Implications

  • Net cash outflow from operating activities: ₹(434.71) lakhs
  • Net cash inflow from investing activities: ₹64.41 lakhs (primarily interest income)
  • Net cash inflow from financing activities: ₹330.26 lakhs (loans and advances received back)
  • Net decrease in cash and cash equivalents: ₹(40.04) lakhs

Auditor Qualifications and Observations

Statutory Auditors (Shambhu Gupta & Co.):

  • Key audit matter: Assessment of expected credit loss on loans and advances of ₹427.11 lakhs
  • Company used accounting software without enabled audit trail feature
  • No fraud reported under section 143(12) of Companies Act, 2013
  • Unmodified opinion on financial statements and internal financial controls

Secretarial Auditors (SKJ & Associates):

  • Company had not appointed Internal Auditor as required under section 138(1) of Companies Act, 2013
  • Company was maintaining Structured Digital Database in Excel format instead of proper software
  • 100% promoter shareholding not in dematerialized form as on 31 March 2026 (rectified later)

Management Commentary

  • The closure of the company's unit has posed challenges
  • Directors are exploring alternate avenues to make the company operative
  • Company confirms it does not meet RBI's principal business criteria for NBFC registration

Corporate Governance Details

  • 8 Board meetings held during FY26 with 100% attendance by all directors
  • Board committees: Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee
  • No complaints received from shareholders during the year
  • No material related party transactions
  • No pending litigations or regulatory penalties

Voting Items for AGM

1. Adoption of audited financial statements for FY 2025-26

2. Reappointment of Anil Sayarchand Kawar as director retiring by rotation

3. Special resolution for reappointment of Noratmal Kawar as Managing Director for 3 years