|
Dear Shareholders,
Your Directors have pleasure in presenting the 45th Annual Report of
Annvrridhhi Ventures Limited (Formerly known as J. Taparia Projects Limited) on the
business and operations of the company along with the Audited Financial Statements for the
financial year ended on 31st March, 2025.
1. FINANCIAL HIGHLIGHTS:
ft in Lakhs)
Particulars |
Current year |
Previous year |
|
2024-25 |
2023-24 |
Revenue From Operations and Other Income |
6698.54 |
420.71 |
Profit before Depreciation, Interest & Tax |
91.58 |
(631.23) |
Less: Depreciation and Amortization |
9.92 |
0.99 |
Less: Finance Costs |
10.02 |
0.23 |
Profit before Tax |
71.64 |
(632.45) |
Less: Tax Expense |
(2.08) |
0.07 |
Profit for the year (1) |
73.72 |
(632.52) |
Other Comprehensive Income (2) |
00.00 |
(1,412.90) |
Total Comprehensive Income (1+2) |
73.72 |
(2,045.41) |
Add: Balance of Profit for earlier years |
(684.96) |
1,360.46 |
Less: Transfer to Reserves |
- |
- |
Less: Dividend paid on Equity Shares |
- |
- |
Balance carried forward |
(611.24) |
(684.96) |
2. CHANGE OF NAME OF THE COMPANY:
During the year under review, the name of the Company was changed from "J. Taparia
Projects Limited" to "Annvrridhhi Ventures Limited" to better align with
the Company's revised business focus and strategic direction.
The Board of Directors approved the change of name at its meeting held on 03rd
September, 2024, and the shareholders' approval was duly obtained at the 44th
Annual General Meeting held on 26th September, 2024. Following the necessary
approvals, the Company received a fresh Certificate of Incorporation from the Central
Processing Centre, Ministry of Corporate Affairs, dated 15th November, 2024,
confirming the change of name to "ANNVRRIDHHI VENTURES LIMITED."
The new name is derived from two Sanskrit words:
"Ann", meaning food, and
"Vrridhhi", meaning growth or prosperity.
Together, "Annvrridhhi" symbolizes the Company's commitment to fostering
growth in the agri-food and allied sectors, reflecting its future plans to venture into
businesses that are aligned with food, nutrition, and sustainable development.
The Board believes that this change in name not only represents the evolving nature of
the Company's operations but will also enhance its market positioning, support sustainable
earnings, and contribute positively to shareholder value over the long term.
3. SHIFTING OF REGISTERED OFFICE OF THE COMPANY:
The Board of Directors at its Board meeting held on 14th February, 2024 had
approved the shifting of registered office of the company from the state of West Bengal to
the state of Gujarat, subject to approval of shareholders and regulatory authorities. The
shifting of registered office would be from 4A, Council House Street, MMS Chambers, 1st
Floor, Room No. D, Council House Street, Near Olisa Reality, Opposite Raj Bhavan, Kolkata,
West Bengal - 700 001 to Office No. 306, 3rd Floor, Urban 2, Bhayli, Vadodara,
Gujarat - 390 007 subject to necessary approvals. However, the inter-state shifting of the
registered office was not carried out, as the Board considered it more appropriate to
first complete the process of changing the name of the Company to reflect its revised
business focus. The name of the Company was subsequently changed to "Annvrridhhi
Ventures Limited" in November 2024, as detailed in the earlier section of this
Report. The Board may, at a suitable time in the future, revisit the proposal for shifting
the registered office to the State of Gujarat, if deemed appropriate in the interest of
the Company and its stakeholders.
Pursuant to Section 12 of The Companies Act, 2013 and other applicable provisions of
The Companies Act, 2013 and rules made thereunder (including any statutory modification or
re-enactment thereof for the time being in force), the company had changed the Registered
Office from 4A, Council House Street, MMS Chambers, 1st Floor, Room No. D,
Council House Street, Near Olisa Reality, Opposite Raj Bhavan, Kolkata, West Bengal - 700
001 to Room No. 202, 41/A, Tara Chand Dutta Street, Kolkata - 700 073, West Bengal with
effect from 01st September, 2024.
4. CHANGE IN NATURE OF THE BUSINESS:
During the year under review, the nature of the business remained unchanged.
5. OPERATIONS/ STATE OF COMPANY'S AFFAIRS:
During the year under review, the Company has recorded a profit after taxes of ^ 73.72
lakhs/-.
The Directors are actively identifying prospective business areas and strategic
opportunities. The Company intends to make appropriate investments in such areas with the
objective of maximizing revenue and enhancing overall business performance in the current
financial year.
6. LISTING OF EQUITY SHARES:
The Company's equity shares are listed on The BSE Limited (Scrip code: 538539).
The Company has paid the Annual listing fees for the financial year 2024-25 to the said
Stock Exchange as required.
7. DIVIDEND:
In view of strengthening the financial position and to enhance the reserve base of the
Company, the Board has not recommended any dividend for the financial year 2024-25.
8. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
Since there was no unpaid/unclaimed Dividend declared and paid in the previous
financial year, the provisions of Section 125 of The Companies Act, 2013 is not applicable
to the Company.
9. SHARE CAPITAL:
Authorized share capital
Pursuant to provisions of Sections 13, 61 and other applicable provisions of The
Companies Act, 2013, the authorized share capital of the company was increased from ^
16,20,00,000/- (Rupees Sixteen crore twenty lakhs) to ^ 54,00,00,000/- (Rupees Fifty Four
crores) divided into 5,40,00,000 (Five crore forty lakhs) equity shares of ^ 10/- each
(Rupees Ten Only) by creation of additional 3,78,00,000 (Three crore seventy eight lakhs
only) equity shares of ^ 10/- (Rupee Ten) each.
Accordingly, the members of the Company pursuant to Postal Ballot Results dated 19th
November, 2024 approved the alteration of Memorandum of Association by substituting the
existing Clause V thereof with the new Clause V.
The increase in authorized share capital facilitates any fund raising in future via
further rights issue/ QIP/Preferential Allotment/ Private Placement/ Public Issue etc. of
equity shares of the company.
Issued, Subscribed and Paid-up share capital
There were no changes in Issued, Subscribed and Paid-up Share Capital during the year
under review. As on 31st March, 2025, the issued, subscribed and Paid-up Share
Capital of the company stood at:
Capital details |
Issued Share Capital |
^ 16,20,00,000/- |
Subscribed Share Capital |
^ 16,20,00,000/- |
Paid- up Share Capital |
^ 16,20,00,000/- |
Utilization of proceeds
During the year under review, the Company had not raised any funds through preferential
allotment or qualified institutions placement as specified under Regulation 32(7A) of The
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Buy back of securities
The Company has not bought back any of its securities during the year under review.
Sweat equity shares
The Company has not issued any Sweat Equity shares during the year under review.
Bonus shares
No Bonus shares were issued during the year under review.
Employees Stock Option Plan
The Company has not provided any Stock Option Plan to its employees during the year
under review.
10. RIGHTS ISSUE:
The Board of Directors at its meeting held on 11th December, 2024 had
approved raising of funds through issuance and allotment of equity shares having face
value of ^ 10.00/- (Rupees Ten Only) for an aggregate amount not exceeding ^
49,00,00,000/- (Rupees Forty Nine Crores Only) on Right issue basis, on such terms and
conditions as may be decided by the Board of Directors to the eligible equity shareholders
of the Company, as on the record date (to be notified subsequently) subject to the receipt
of applicable regulatory, statutory approvals, in accordance with the provisions of The
SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, The SEBI (Listing
Obligations and Disclosure Requirements), Regulations, 2015, and The Companies Act, 2013
and the rules made thereunder, as amended from time to time.
The Company had received 'in-principle' approval from BSE Limited for listing the
Rights Equity Shares to be allotted pursuant to the rights issue through its letter dated
03rd February, 2025.
11. SUB-DIVISION OF EQUITY SHARES:
The Board of Directors at its Board Meeting held on 31st August, 2024 had
approved the stock split (sub-division of equity shares) of Company's 1 (One) equity share
of face value of ^ 10/- each into 10 (Ten) equity shares of face value of ^ 1/- each,
subject to the approval of shareholders and other approvals as may be required.
The shareholder's approval was taken in the Annual General Meeting dated 26th
September, 2024.
The board had decided to postpone such sub-division until further notice and has not
commenced the corporate action required for the sub-division of equity shares during the
year under review.
12. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE
FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
There is no such material change and commitment affecting the financial position of the
Company which have occurred between the end of the financial year of the company to which
the financial statements relate and the date of the report.
13. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013:
The Company is committed to provide and promote safe, healthy and congenial atmosphere
irrespective of gender, caste, creed, color or social status of the employee. All
employees (permanent, contractual, temporary, trainees) are covered. During the financial
year, no complaints were received.
a. |
Number of complaints of sexual harassment received in the year |
NIL |
b. |
Number of complaints disposed off during the year |
NA |
c. |
Number of cases pending for more than ninety days |
NA |
14. MATERNITY BENEFIT ACT, 1961
The provisions related to the Maternity Benefits Act, 1961 were not applicable to the
company during the year under review.
15. HOLDING, SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES COMPANIES AS PER THE
COMPANIES ACT. 2013:
The Company does not have any holding, subsidiary, joint venture and associate
companies as per The Companies Act, 2013 as on 31st March, 2025.
16. CORPORATE SOCIAL RESPONSIBILITY:
The provisions of Section 135 of The Companies Act, 2013 read with The Companies
(Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company.
Hence, there is no need to develop CSR policy and to take initiative thereon.
17. RISK MANAGEMENT:
The Company has framed a Risk Management Policy under the requirements of Regulation
21(4) of The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
During the year under review, the revised risk management policy was approved by the Board
of Directors.
The objective of Risk Management is to create and protect shareholders value by
minimizing threats or losses, and identifying and maximizing opportunities. It seeks to
identify risks inherent in any business operations of the Company and provides guidelines
to define, measure, report, control and mitigate the identified risks.
Presently, the composition of Risk Management Committee as required under Regulation 20
of The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not
applicable to the Company.
18. BOARD PROCESSES, PROCEDURES AND PRACTICES:
The Company believes that the effectiveness of the Board is reinforced by its
structures and the processes and procedures it follows. The board's processes and
practices generally involve sharing meeting agendas, convening meetings, making decisions,
finalizing minutes, and overseeing board committees. The company adheres to best practices
when convening and conducting board and committee meetings.
It has in place robust practices and processes that contribute to the effective and
efficient performance of the Board. Board systems and procedures broadly comprise
convening the meetings, contents of the agenda, conducting the meetings, decision making
at the meetings, adequacy of minutes and working of Board committees. Decisions relating
to the policy and operations of the Company are arrived at meetings of the Board which are
held periodically. Meetings of the Board enable discussions on matters placed before them
and facilitate decision making based on collective judgment of the Board. The Company
follows the best practices in convening and conducting meetings of the Board and its
committees. These include:
Frequency of meetings
A minimum of four Board meetings is held each year with the time gap between any two
successive meetings not exceeding 120 days. Meetings of the committees are also planned
and scheduled to be held along with the Board meetings.
Board Agenda
It strikes a fine balance between the reviews of the past performance and
forward-looking issues. The agenda is structured such that routine and administrative
matters do not consume too much Board time. The agenda is made available to the Directors
along with supporting documents sufficiently in advance of the meetings.
Availability of information to the Board
The Board is supplied in a timely manner with information in a form and of a quality
appropriate to enable it to discharge its duties. Under the advice and direction of the
Chairman and Managing Director, the Company Secretary's responsibility includes ensuring
good flow of information within the Board as well as between Key Managerial Personnel's
and Non-Executive Directors.
The following information, inter alia is provided to the Directors of the Company:
Quarterly results of the Company
Minutes of meetings of Board and other committees of the Board
General notices of interest received from Directors
Notices which are materially important
Role of Chairman and Managing Director
The Chairman and Managing Director lives and upholds the highest standards of integrity
and probity inside and outside the Boardroom, through setting clear expectations in terms
of culture and values, as well as in terms of the style and tone of board discussions. The
Chairman and Managing Director encourages Directors to express their views frankly and
challenge constructively in order to improve the standard of discussion in the boardroom.
The Chairman and Managing Director also encourages the active engagement of all Board
members in Board and committee meetings, drawing fully on their skills, experience,
knowledge and, where appropriate, independence.
The role includes:
Setting a board agenda which is primarily focused on business, strategy,
accountability, competitive performance and value creation;
Ensuring that issues relevant to this objective are reserved for board
consideration, including determining the nature and extent of the significant risks the
board is willing to embrace in the implementation of its strategy.
Advice while respecting executive responsibility; consulting the Independent
Director on board matters consistent with regulations; ensuring effective processes are
established relating to succession planning and the composition of the board, having
regard to the benefits of diversity.
Making certain that an effective decision-making process is in place in the
Board, and that the Board's committees are properly structured with appropriate terms of
reference.
Encouraging the active engagement of all Board members in Board and committee
meetings, drawing fully on their skills, experience, knowledge and, where appropriate,
independence.
Role of Chief Financial Officer
A Chief Financial Officer takes up the job of planning, implementing and managing all
the activities related to finance in the organization and is responsible for all fiscal
decisions. Tracking cash, analyzing the Company's financial strength, financial reporting
compliances, and proposing corrective actions are also some of the responsibilities. The
Chief Financial Officer also updates and advises the Board of Directors on the appropriate
financial strategies to be adopted in line with the corporate governance, legal, and
ethical aspects. The Chief Financial Officer pays a key role in aligning the business
strategies of the Company for the most desirable financial outcomes for the interests of
Investors and other stakeholders.
Role of Company Secretary in Overall Governance Process
The Company Secretary has a key role to play in facilitating the effective functioning
of the Board through the timely presentation of Board information which by being accurate,
clear and comprehensive and assists in high quality decision making. Under the direction
of the Chairman and Managing Director, the Company Secretary's responsibilities include
ensuring accurate information flows within the Board and its committees, between key
managerial personnel and non-executive Directors, as well as facilitating induction and
assisting with professional development. All Directors have access to the advice and
services of the Company Secretary who is responsible to the Board for ensuring that Board
procedures are complied with. In addition, the Company Secretary discharges the functions
prescribed under The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014. Besides, the Company Secretary also acts as secretary of the Board and its
committees thereof.
19. FAMILIARIZATION PROGRAMMES:
The Board members have been provided opportunities to familiarize themselves with the
Company, its Management, and its operations. The Directors are provided with all the
documents to enable them to have a better understanding of the Company, its various
operations, and the industry in which it operates.
All the Independent Directors of the Company are made aware of their roles and
responsibilities at the time of their appointment through a formal letter of appointment,
which also stipulates various terms and conditions of their engagement.
In addition, the Directors are briefed on their specific responsibilities and duties
that may arise from time to time.
The detailed policy on the familiarization programme is available on the website at
https://www.annvrridhhi.com/download/codeofconduct/familiarisation-programme-imparted-to-
independent-directors.pdf
20. AUDITORS:
Statutory Auditor
In accordance with the provisions of The Companies Act, 2013, the Board at its meeting
held on 20th September, 2023 had appointed M/s. VCA & Associates, Chartered
Accountants (Firm Registration Number: 114414W) as the Statutory Auditors of the Company
to fill the casual vacancy caused due to resignation of R. K. Kankaria & Co.,
Chartered Accountants (Firm Registration Number: 321093E), (Due to change in the control
and management of the Company) at a remuneration as may be mutually agreed to, between the
Board of Directors and M/s. VCA & Associates, Chartered Accountants, to hold office of
Statutory Auditor for a term of 1 year i.e. 07th November, 2023 till the
conclusion of Annual General Meeting of the company to be held in the year 2024.
The Board had re-appointed M/s. VCA & Associates, Chartered Accountants (Firm
Registration Number: 114414W) for a term of 1 year, ending with their conclusion as
Statutory Auditors of the company at the 45th Annual General Meeting of the
company to be held in the year 2025.
M/s. VCA & Associates, Chartered Accountants had signified their assent and
confirmed their eligibility to be appointed as Statutory Auditors in terms of the
provisions of Section 141 of The Companies Act, 2013 read with Rule 4 of The Companies
(Audit and Auditors) Rules, 2014. The firm performed its obligations in adherence to
recognized auditing standards and periodically certifies its independence from the
management.
Secretarial Auditor
Pursuant to the provisions of Section 204 of The Companies Act, 2013 read with Rule 9
of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014; the
Board of Directors had appointed M/s. Pooja Gala & Associates, Practicing Company
Secretaries as the Secretarial Auditor of the Company to conduct the secretarial audit for
the financial year 2024-25 at its Board Meeting held on 24th May, 2024. The
Company had received the resignation letter dated 31st August, 2024 from M/s.
Pooja Gala & Associates, Practicing Company Secretaries tendering her resignation as
Secretarial Auditor with effect from 01st September, 2024 due to engagement in
other professional assignments.
The Board of Directors at its Board Meeting held on 31st August, 2024 had
appointed M/s. Kirti Sharma & Associates, Practicing Company Secretaries (Membership
No.: A41645, Certificate of Practice No. 26705) as Secretarial auditor of the company for
the financial year 2024-25 effective from 01st September, 2024.
The Secretarial Audit Report in Form MR-3 issued by M/s. Kirti Sharma & Associates,
Practicing Company Secretaries forms part of the Report on Corporate Governance. There are
no qualifications, reservations or adverse remarks made by the Secretarial Auditor in her
report.
ANNUAL SECRETARIAL COMPLIANCE REPORT
The Company had undertaken an audit for the financial year 2024-25 for all applicable
compliances as per The SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report
issued by M/s. Kirti Sharma & Associates, Practicing Company Secretaries, Secretarial
Auditor for the financial 2024-25 has been submitted to the stock exchange and forms part
of the Report.
No non-compliance has been reported under the Annual Secretarial Compliance Report for
financial year 2024-25.
21. INTERNAL AUDITOR:
The Board of Directors at its Board Meeting 24th May, 2024 had appointed
M/s. Shah Meet & Associates, Chartered Accountants (Firm Registration Number: 153506W)
as Internal Auditor for the financial year 2024-25 by complying with the provisions of
Section 138(1) of The Companies Act, 2013 read with Rule 13 of The Companies (Accounts)
Rules, 2014.
22. AUDITORS REPORT:
The statutory auditors have audited the financial statements of the Company for the
year under review. The observations of Statutory Auditors in their Report read with
relevant Notes to Accounts are self-explanatory and therefore, do not require further
explanation under Section 134 of The Companies Act, 2013.
The Notes on financial statement referred to in the Auditors' Report are
self-explanatory and do not call for any further comments. The Auditors' Report does not
contain any qualification, reservation or adverse remark.
23. INSTANCES OF FRAUD, IF ANY, REPORTED BY THE AUDITORS:
There have been no instances reported by the Auditors to the Audit Committee or the
Board under Section 143(12) of The Companies Act, 2013.
24. INDIAN ACCOUNTING STANDARDS, 2015:
The annexed financial statements comply in all the material aspects with the Indian
Accounting Standards (IND AS) notified under Section 133 of The Companies Act, 2013 read
with The Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions
of The Companies Act, 2013.
25. DIRECTORS:
As of 31st March, 2025, the Board of Directors consisted of 06 (Six)
Directors. This included 01 (One) Executive Director, who is involved in the company's
day-to-day operations, 03 (Three) Non-Executive Independent Directors, and 02 (Two)
Non-Executive Non-Independent directors.
For comprehensive information about the board and committee structure, director tenure,
and other relevant details, please refer to the Corporate Governance Report included in
this Annual Report.
In accordance with the requirements of the listing regulations, the Board has
identified the essential skills, expertise, and competencies that its directors need to
possess to effectively function in the context of the company's business. These key
skills, expertise, and core competencies are outlined in detail in the Corporate
Governance Report.
During the year under review, there were changes in the composition of Board of
Directors. The details of Directors appointed & resigned during the financial year are
as follows:
Sr. No. |
DIN |
Name of Director |
Designation |
Original Date of Appointment |
Date of Cessation |
1 |
08766623 |
Sarvesh Manmohan Agrawal |
Chairman and Managing Director |
12.08.2023 |
|
2 |
09146970 |
Chirayu Agrawal |
Non Executive Non Independent Director |
12.08.2023 |
15.07.2024 |
3 |
09147106 |
Manmohan Shreegopal Agrawal |
Non Executive Non- |
13.07.2024 |
|
|
|
|
Independent Director |
|
|
4 |
10864856 |
Jagdishprasad Shreegopal Agrawal |
Non Executive Non Independent Director |
11.12.2024 |
|
5 |
10499741 |
Bhoomi Ketan Talati |
Non Executive Independent Director |
14.02.2024 |
|
6 |
10499616 |
Nisarg Jayeshkumar Thakkar |
Non Executive Independent Director |
14.02.2024 |
01.09.2024 |
7 |
10736804 |
Tarunkumar Bhagwandas Sukhwani |
Non Executive Independent Director |
31.08.2024 |
|
8 |
10838215 |
Navinchandra Dilipsinh Bochare |
Non Executive Independent Director |
11.12.2024 |
|
Directors liable to retire by rotation
In accordance with the provisions of The Companies Act, 2013 and the Articles of
Association of Company, Mr. Jagdishprasad Shreegopal Agrawal (DIN: 10864856) will retire
by rotation at the ensuing Annual General Meeting of the Company and being eligible,
offers himself for reappointment. The Board recommends all the resolutions placed before
the members relating to appointment / reappointment of Directors for their approval.
Number of Board Meetings of the Board of Directors
The schedules of Board and Committee meetings are prepared and circulated in advance to
the Directors. The details of the number of Board Meetings and meetings of various
Committees are given in the Report on Corporate Governance. The intervening gap between
the meetings was within the time period prescribed under The Companies Act, 2013, the
revised Secretarial Standards - 1 (SS-1)
issued by The Institute of Company Secretaries of India and The SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. During the financial year, 11
(Eleven) Board Meetings were convened and held.
The details of which are given in the Report on Corporate Governance. The intervening
gap between the meetings was within the period prescribed under The Companies Act, 2013.
Details of the attendance of the Directors at the Board meetings held during the
financial year ended on 31st March, 2025 are as follows:
Name of the Director |
DIN |
Category |
Number of Board Meetings |
Attendance at the last AGM (26.09.2024) |
| Held during the tenure of the Directors |
Attended |
Mr. Sarvesh Manmohan Agrawal |
08766623 |
Chairman and Managing Director |
11 |
11 |
Yes |
Mr. Chirayu Agrawal (Resigned on 15th July, 2024) |
09146970 |
Non-Executive Non Independent Director |
03 |
02 |
NA |
Mr. Manmohan Shreegopal Agrawal (Appointed on 13th July,
2024) |
09147106 |
Non-Executive Non Independent Director |
09 |
09 |
Yes |
Mr. Jagdishprasad Shreegopal Agrawal (Appointed on 11th
December, 2024) |
10864856 |
Non-Executive Non Independent Director |
04 |
04 |
NA |
Ms. Bhoomi Ketan Talati |
10499741 |
Non-Executive Independent Director |
11 |
10 |
Yes |
Mr. Nisarg Jayeshkumar Thakkar (Resigned on 01st |
10499616 |
Non-Executive Independent Director |
04 |
04 |
NA |
September, 2024) |
|
|
|
|
|
Mr. Tarunkumar Bhagwandas Sukhwani (Appointed on 31st
August, 2024) |
10736804 |
Non-Executive Independent Director |
08 |
06 |
Yes |
Mr. Navinchandra Dilipsinh Bochare (Appointed on 11th
December, 2024) |
10838215 |
Non-Executive Independent Director |
04 |
04 |
NA |
26. DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134 OF THE
COMPANIES ACT, 2013:
Your Directors make the following statements in terms of Section 134 of The Companies
Act, 2013, which is to the best of their knowledge and belief and according to the
information and explanations obtained by them.
Pursuant to the requirement under Section 134(3)(c) of The Companies Act, 2013 with
respect to the Directors' Responsibility Statement, the Board of Directors of the Company
hereby confirms:
i. In the preparation of the annual accounts for the Financial Year ended 31st
March, 2025 the applicable accounting standards have been followed along with proper
explanation relating to material departures;
ii. That Directors have 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 the year ended 31st March, 2025;
iii. The Directors have taken sufficient and proper care for the maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding
the assets of the Company and for preventing and detecting material fraud and other
irregularities;
iv. The Directors have prepared the annual accounts for the Financial Year ended 31st
March, 2025 on a going concern basis;
v. That the Directors have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively;
vi. That 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.
27. COMMITTEES OF THE BOARD:
The Company has formed the following committees in accordance with the relevant
provisions of The Companies Act, 2013, Listing Regulations, circulars, notifications, and
directives issued by the Reserve Bank of India, and the company's internal corporate
governance requirements. Each committee has a specific mandate outlined in its terms of
reference to address particular issues and ensure efficient decision-making on various
matters:
a) Audit Committee
The Audit Committee comprises of following Directors as on 31st March, 2025.
Name of the Director |
Designation |
Position in Committee |
Mr. Navinchandra Dilipsinh Bochare |
Non- Executive Independent Director |
Chairperson |
Mr. Tarunkumar Bhagwandas Sukhwani |
Non- Executive Independent Director |
Member |
Ms. Bhoomi Ketan Talati |
Non- Executive Independent Director |
Member |
Mr. Sarvesh Manmohan Agrawal |
Chairman and Managing Director |
Member |
During the year under review, Audit Committee met 6 (Six) times.
b) Nomination and Remuneration Committee
The Nomination and Remuneration Committee comprises of following Directors as on 31st
March, 2025.
Name of the Director |
Designation |
Position in Committee |
Ms. Bhoomi Ketan Talati |
Non- Executive Independent Director |
Chairperson |
Mr. Navinchandra Dilipsinh Bochare |
Non- Executive Independent Director |
Member |
Mr. Manmohan Shreegopal Agrawal |
Non-Executive NonIndependent Director |
Member |
During the year under review, Nomination and Remuneration Committee met 4 (Four) times.
c) Stakeholders Relationship Committee
The Stakeholders Relationship Committee comprises of following Directors as on 31st
March, 2025.
Name of the Director |
Designation |
Position in Committee |
Mr. Tarunkumar Bhagwandas Sukhwani |
Non- Executive Independent Director |
Chairperson |
Mr. Manmohan Shreegopal Agrawal |
Non-Executive NonIndependent Director |
Member |
Mr. Jagdishprasad Shreegopal Agrawal |
Non-Executive NonIndependent Director |
Member |
During the year under review, Stakeholders Relationship Committee met 1 (One) time.
d) Rights Issue Committee
The Rights Issue Committee comprises of following members as on 31st March,
2025.
Name of the Director |
Designation |
Position in Committee |
Mr. Sarvesh Manmohan Agrawal |
Chairman and Managing Director |
Chairperson |
Mr. Tarunkumar Bhagwandas Sukhwani |
Non- Executive Independent Director |
Member |
Ms. Vrinda Agarwal |
Chief Financial Officer |
Member |
Ms. Sakina Lokhandwala |
Company Secretary and Compliance Officer |
Member |
During the year under review, Rights Issue Committee met 1 (One) time.
28. KEY MANAGERIAL PERSONNEL:
In terms of Section 203 of The Companies Act, 2013; the Company has following persons
as Key Managerial Personnel:
Sr. No. |
Name of Key Managerial Personnel |
Designation |
1 |
Mr. Sarvesh Manmohan Agrawal |
Chairman and Managing Director |
2 |
Ms. Vrinda Agarwal |
Chief Financial Officer |
3 |
Ms. Sakina Lokhandwala |
Company Secretary and Compliance |
|
|
Officer |
29. DECLARATION BY INDEPENDENT DIRECTORS:
All the Independent Directors of the Company have given their declaration to the
Company under Section 149(7) of The Companies Act, 2013; that they meet the criteria of
independence as provided under Section 149(6) of The Companies Act, 2013 read with
Regulation 16(1)(b) of The SEBI (Listing Obligations and Disclosures Requirements)
Regulations, 2015.
The Independent Directors of the Company have registered themselves with the data bank
of Independent Directors created and maintained by the Indian Institute of Corporate
Affairs (IICA) Manesar.
The Board has also confirmed that they are not aware of any circumstances or situation
which exist or may be reasonable anticipated that could impair or impact their ability to
discharge their duties and that they are independent of the management.
As on 31st March, 2025 following are the Independent Directors on the Board
of the Company:
Ms. Bhoomi Ketan Talati
Mr. Tarunkumar Bhagwandas Sukhwani
Mr. Navinchandra Dilipsinh Bochare
30. SEPARATE MEETING OF INDEPENDENT DIRECTORS:
A separate meeting of the Independent Directors was held on 30th January,
2025; as per the provisions of Schedule IV (Code for Independent Directors) of The
Companies Act, 2013 and Regulation 25(3) of The SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015; in which the following matters were considered:
Evaluation of the performance of Non-Independent Directors and the Board of
Directors.
Evaluation of the performance of the Chairman, taking into account the views of
the Executive and Non- Executive Directors.
Evaluation of the quality, content and timeliness of flow of information between
the management and the Board that is necessary for the Board to effectively and reasonably
perform its duties.
The Independent Directors expressed satisfaction with the overall performance of the
Directors and the Board as a whole.
31. ANNUAL EVALUATION BY THE BOARD:
The Board has carried out an annual evaluation of its own performance, Committees of
the Board and individual Directors pursuant to the provisions of The Companies Act, 2013
and The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Board and the Nomination and Remuneration Committee reviewed the performance of
individual Directors on the basis of criteria such as the contribution of the individual
Director to the Board and committee meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution and inputs in meetings, etc. The Board
of Directors expressed their satisfaction with the evaluation process.
32. CODE OF CONDUCT:
The Company has laid down the rules for code of conduct for Board of Directors and
Senior Management Personnel of the Company. The code of conduct has also been posted on
Company's website viz. https://www.annvrridhhi.com/download/codeofconduct/code-of-conduct-for-board-of-
directors-and-senior-management-personnel.pdf
In compliance with this code, the Board of Directors and Senior Management Personnel
have affirmed their compliance with the code for the financial year ended on 31st
March, 2025. A declaration to this effect duly signed by the Chairman & Managing
Director forms part of this Annual Report.
33. PARTICULARS OF LOANS, GUARANTEES, SECURITIES OR INVESTMENTS UNDER SECTION 186 OF
THE COMPANIES ACT. 2013:
During the financial year ended 31st March, 2025, the Company has not
granted any loans, made any investments, or provided any guarantees or securities covered
under the provisions of Section 186 of the Companies Act, 2013. Accordingly, the
requirements of Section 186 of the Act and the disclosures mandated under Schedule V of
The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are not
applicable to the Company for the year under review.
34. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
Your Company has adopted the practice of undertaking related party transactions only in
the ordinary and normal course of business and on arms' length as part of its philosophy
of adhering to highest ethical standards, transparency and accountability. In line with
the provisions of The Companies Act, 2013 and The SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board has approved the Policy on Materiality of
Related Party Transactions and on Dealing with Related Party Transactions of the Company.
During the financial year 2024-25; all contracts/arrangements/transactions entered into by
your Company with related parties under Section 188(1) of The Companies Act, 2013 were in
the ordinary course of business and on an arm's length basis and has been approved by the
Audit Committee of the Company.
During the financial year 2024-25; the materially significant related party
transactions entered into by the Company with the Promoters, Directors, Key Managerial
Personnel or other designated persons approved by the Board, are disclosed in the related
party disclosures in notes to the financial statements for the financial year ended 31st
March, 2025.
All related party transactions are placed before the Audit Committee for approval.
Omnibus approval was obtained on a yearly basis for transactions which are of repetitive
nature. Related party transactions were disclosed to the Board on regular basis as per IND
AS-24. Details of related party transactions as per IND AS-24 may be referred to in Note
No. 28 of the Audited Financial Statements. Pursuant to Regulation 23(9) of The SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company had
filed the reports on related party transactions with the Stock Exchange within the
stipulated time period.
The particulars of contracts or arrangements with related parties referred to in sub
section (1) of Section 188 entered by the Company during the Financial Year ended 31st
March, 2025 in prescribed Form AOC-2 is appended to this Report as Annexure -A.
The Policy on Materiality of Related Party Transactions and on Dealing with Related
Party Transactions of the Company as approved by the Board of Directors has been uploaded
on the website of the Company viz. https://www.annvrridhhi.com/download/codeofconduct/policy-of-related-party-
transactions.pdf
35. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO:
Information with respect to conservation of energy, technology absorption, foreign
exchange earnings and outgo pursuant to Section 134(3) (m) of The Companies Act, 2013 read
with The Companies (Accounts) Rules, 2014 are not applicable to the Company.
36. DISCLOSURE UNDER RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF
MANAGERIAL PERSONNEL) RULES, 2014:
Disclosures pertaining to remuneration and other details required under Section 197(12)
of The Companies Act, 2013 read with Rule 5 of The Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 have been annexed to this Board's Report as Annexure
- B.
37. ANNUAL RETURN:
In terms of Section 92(3) of The Companies Act, 2013 and Rule 12 of The Companies
(Management and Administration) Rules, 2014 a copy of Annual Return as required under The
Companies Act, 2013 has been placed on the Company's website viz www.annvrridhhi.com
38. ACCEPTANCE OF PUBLIC DEPOSIT:
During the financial year under review, your Company has neither accepted nor renewed
any deposits from the public or its employees falling within the ambit of Section 73 and
74 of The Companies Act, 2013 read together with The Companies (Acceptance of Deposits)
Rules, 2014. Hence, no amount on account of principal or interest on public deposits was
outstanding as on the date of the balance sheet.
39. COST AUDIT AND COST RECORDS:
During the year under review, maintenance of cost records and requirement of cost audit
as prescribed under the provisions of Section 148(1) of The Companies Act, 2013 are not
applicable for the business activities carried out by the Company.
40. VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Company has established a vigil mechanism for Directors and employees pursuant to
the requirements of Section 177(9) of The Companies Act, 2013 and Regulation 22 of The
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the same has
been communicated to the Directors and employees of the Company. The vigil mechanism
/whistle blower policy is also posted on the website of the Company.
The vigil mechanism /whistle blower policy enables a director or an employee to report
confidentially to the management, without fear of victimization, any unacceptable and/or
unethical behavior, suspected or actual fraud, violation of the Company's code of conduct
or ethics policy and instances of leak or suspected leak of unpublished price sensitive
information which are detrimental to the organization's interest. It provides safeguards
against victimization of directors/ employees who avail of the mechanism and allows direct
access to the Chairman of the Audit Committee in exceptional cases.
During the financial year under review, no such incidence was reported and no person
was denied access to the Chairman of the Audit Committee. The policy of the whistle blower
is posted on the company's website at https://www.annvrridhhi.com/download/codeofconduct/whistle-blower-
policy.pdf
41. COMPLIANCE WITH THE APPLICABLE SECRETARIAL STANDARDS:
During the financial year, the Company has complied with all the applicable Secretarial
Standards issued by The Institute of Company Secretaries of India and approved by the
Central Government from time to time.
42. STATUTORY DISCLOSURES:
A copy of audited financial statements of the Company will be made available to the
members of the Company, seeking such information at any point of time. A cash flow
statement for the financial year ended on 31st March, 2025 is attached to the
Balance Sheet.
43. PROHIBITION OF INSIDER TRADING:
As per The SEBI (Prohibition of Insider Trading) Regulation, 2015, the Company has
adopted a Code of Conduct for Prevention of Insider Trading. The Company has appointed Ms.
Sakina Lokhandwala, Company Secretary as Compliance Officer who is responsible for setting
forth procedures and implementing of the code for trading in Company's securities. During
the year under review, there has been due compliance with the said code.
44. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report, which gives a detailed account of state
of affairs of the company's operations forms part of this Annual Report as Annexure-C.
45. CORPORATE GOVERNANCE REPORT:
As per requirement of The SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a separate section on corporate governance practices followed by the
Company, together with a certificate from Practicing Company Secretary confirming
compliances, forms an integral part of the report.
46. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS:
No significant and material order has been passed by the regulator, court, tribunal,
statutory and quasi-judicial body impacting the going concern status of the Company and
its future operations.
47. DETAILS OF APPLICATION MADE OR PROCEEDINGS PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE
FINANCIAL YEAR:
During the year under review, no application was made or any proceedings pending
against the Company under the Insolvency and Bankruptcy Code, 2016.
48. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
The Company has an internal financial control system commensurate with the size and
scale of its operations. The internal financial controls have been designed to provide
reasonable assurance about recording and providing reliable financials information,
ensuring integrity in conducting business, accuracy and completeness in maintaining
accounting records and prevention and detection of frauds and errors. These controls are
adequate and operating effectively so as to ensure orderly and efficient conduct of
business operations. During the year under review, such controls were assessed and no
reportable material weaknesses in the design or operation were observed.
49. CREDIT RATING:
The Company has not issued any debt instruments and does not have any Fixed Deposit
Programme or any scheme or proposal involving mobilization of funds in India or abroad
during the financial year ended 31st March, 2025.
Consequently, there was no requirement for the company to obtain a credit rating, which
is typically used to assess the creditworthiness of an entity that issues debt.
50. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND
VALUATION WHILE AVAILING LOANS FROM BANKS AND FINANCIAL INSTITUTIONS:
The Company has not made any one-time settlement for loans taken from the Banks or
Financial Institutions, and hence the details of difference between amount of the
valuation done at the time of one-time settlement and the valuation done while taking loan
from the Banks or Financial Institutions along with the reasons thereof is not applicable.
51. ACKNOWLEDGEMENT:
Your Directors place their gratitude and appreciation for the support and co-operation
received from its members, business associates, financial institutions and other various
government authorities for their continued support extended to the Company during the year
under review.
Your Directors wish to place on record their appreciation of the contribution made by
employees at all levels to the continued growth and prosperity of your Company. Your
Directors also wish to place on record their appreciation to the shareholders, consumers
and banks for their continued support.
For Annvrridhhi Ventures Limited (Formerly known as J. Taparia Projects Limited)
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