The Directors have pleasure in presenting before you the 60th Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2025. The accounts are prepared in accordance with the Companies (Indian Accounting Standards) Rule, 2015 (IND AS) prescribed under Section 133 of the Companies Act, 2013.
FINANCIAL RESULTS :
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(' In Lakhs)
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(' In Lakhs)
|
|
2024-2025
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2023-2024
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The Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA)
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2,242.48
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1,111.22
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Less:
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|
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i) Finance cost
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-
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-
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ii) Depreciation/Impairment
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188.52
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189.35
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The net profit before Tax
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2,053.96
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921.87
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Less:
|
|
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Provision for Current Tax
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49.00
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41.00
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Provision/(Saving) for Deferred Taxation
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6.55
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(17.20)
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Current tax provision of earlier years written back
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-
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(173.33)
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Net Profit After Tax
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1,998.41
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1,071.40
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Add:
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|
|
Other Comprehensive Income/(Expense) (does not include
|
|
|
FVOCI shown as other reserve)
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(26.73)
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14.16
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The balance of Profit brought forward from last year
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8,784.32
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7,784.70
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Total
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10,756.00
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8,870.26
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Less:
|
|
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Tax saving on OCI / (Expense)
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(7.44)
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3.94
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Dividend Paid on Equity Shares
|
82.00
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82.00
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Tax Paid on Dividend
|
-
|
-
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Transfer to General Reserve
|
-
|
-
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Total
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74.56
|
85.94
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Balance proposed to be carried forward to next year’s accounts
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10,681.44
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8,784.32
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CONSOLIDATED FINANCIAL STATEMENTS :
Pursuant to Sections 129, 134 of the Companies Act, 2013 (the Act), the Consolidated Financial Statements of the Company, in accordance with Schedule III of the Act and applicable Accounting Standards along with Auditor's Report forms part of this Annual Report.
DIVIDEND :
The Board of Directors recommends the payment of Dividend for the year ended 31st March, 2025 at the rate of Re. 0.20 per share. Subject to approval of Shareholders, the Equity Dividend shall be paid, subject to the provision of Section 126 of the Companies Act, 2013 to those Shareholders whose names stand on the Register of Members on 30th August, 2025.
The Dividend in respect of shares held in electronic form, will be paid to all those beneficial owners of the shares as per the details furnished by depositories for the purpose at the close of business hours on 21st August, 2025.
During the year under review, the Board of Directors decided not to transfer any amount to the General Reserves of the Company.
OPERATIONS :
The Company's standalone accounts shows revenue from operations at ' 2,222.97 lakhs and other income of ' 452.42 lakhs as against ' 1,213.12 lakhs and ' 264.31 lakhs respectively in the last year. The profit before tax works out to ' 2,053.96 lakhs as against ' 921.87 lakhs in the last year. The profit after tax (before Comprehensive income) is also higher at ' 1,998.41 lakhs as against ' 1,071.40 lakhs in the last year. These results include a much higher share of profit of ' 1,827.38 lakhs (' 834.99 lakhs in the last year) from AMJ Land Developers, in which the Company is a partner, holding 95% stake. The higher share of profit from the firm is primarily due to improved working of the firm having a revenue of ' 7,369.71 lakhs (' 5,268.44 lakhs in the last year).
“GREENS” is a self-contained gated residential project at Pune having modern and latest multiple amenities being developed by AMJ Land Developers. The 7th residential tower in the “GREENS” having an area of about 1,47,758 sq. ft. is complete and received occupancy certificate in December 2024 and the possessions have started to be handed over on and from 14th February, 2025. The 8th residential tower having an area of 1,65,000 sq. ft. comprising of 2, 3 and 4 BHKs in the project is under construction and has received exceptionally good response majorly from the existing residents of GREENS and consequently about 80% of apartments have been booked. This speaks immensely of the reliability and goodwill generated by GREENS since inception. Barring unforeseen circumstances, this 8th tower is expected to be completed by March-27.
AMJ Realty Ltd, a wholly owned subsidiary Company, is evaluating and pursuing proposals for redevelopment of existing old housing schemes in addition to proposed purchase of plot of land for residential development. This plot of land being an ancestral land involving time consuming resolution of the matters amongst the owners, is awaiting final documentation. The 'GREEN VILLE' project continues to be on hold in view of the disputed applicability of repealed Urban Land Ceiling Act where clarity is awaited from Government pursuant to the directions of Bombay High Court. In view of non-disposal of the matter by the Government of Maharashtra during the directed time, the Company may again have to approach the authorities and the High Court.
The three wind power plants have generated saleable power of 65.60 lakhs kwh (Gross generation before transmission and wheeling losses 73.25 lakhs kwh) as against 71.49 lakhs kwh (Gross generation before transmission and wheeling losses 73.91 lakhs kwh) in the last year with marginal improvement in profitability from operations. The generation and sale of wind power is governed by the Electricity Regulatory regime under Open Access structure which imposes higher levies thereby leaving not much of incentive for the consumers to source Open Access power from generators.
PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARY AND ASSOCIATES :
Pursuant to Rule 8 of the Companies (Accounts) Rules, 2014, the information on the highlights of performance of Subsidiary and Associates and their contribution to the overall performance of the company during the period under report is provided in Annexure-1 of this report.
SUBSIDIARY COMPANY:
As at 31st March, 2025, the Company has one Subsidiary namely AMJ Realty Limited which is engaged in the business of Real Estate Developments.
TRANSFER OF AMOUNTS AND SHARES TO INVESTOR EDUCATION AND PROTECTION FUND :
Pursuant to the provision of Sections 124 and 125 of the Companies Act, 2013, relevant amounts like unclaimed dividend etc., which remained unpaid or unclaimed for a period of seven years have been transferred by the Company, from time to time on due dates, to the Investor Education and Protection Fund ('IEPF').
In compliance with these provisions read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has transferred 31,795 shares to the Demat Account of the IEPF Authority maintained with NSDL, in respect of which dividend had remained unpaid/unclaimed for a consecutive period of 7 years or more. The details of the Shareholders whose shares transferred to IEPF Authority and procedure to claim refund of unclaimed dividend amount and shares from IEPF authority are available on the website of the Company viz: https://amiland.com/uploads/AMJ-List%20 of%20Unpaid%20and%20Unclaimed%20Dividend%20as%20on%2006.09.2024-(Financial%20Year-2016- 17%20to%202023-24).pdf
AUDITORS :
A) Statutory Auditors
The Members of the Company at the 57th Annual General Meeting re-appointed M/s. J. M. Agrawal & Company, Chartered Accountants, as Statutory Auditors for further period of five years till the conclusion of 62nd Annual General Meeting of the Company.
There is no adverse remark or qualification in the Statutory Auditor's Report annexed to this Annual Report.
The Auditors have reported that there is no fraud on or by the Company noticed or reported during the year.
B) Secretarial Auditors:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Board had appointed M/s. Parikh & Associates, Practicing Company Secretaries, Mumbai as the Secretarial Auditor, to conduct the Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Auditors' Report for the financial year 2024-25 is annexed hereto and marked as Annexure- 2.
There is no adverse remark or qualification in the Secretarial Audit Report.
Further in compliance with Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 204 of The Companies Act, 2013, the Board of Directors of the Company at its meeting held on 14th May, 2025, have approved the appointment of M/s. Parikh & Associates, Practicing Company Secretaries, a peer reviewed firm (Firm Registration No. P1988MH009800) as Secretarial Auditors of the Company for a term of five consecutive years commencing from FY 2025-26 till FY 2029-30, subject to approval of the shareholders at the ensuing 60th Annual General Meeting.
PUBLIC DEPOSIT :
During the year under review, the Company has not accepted any deposits from Public.
DIRECTORS AND KEY MANAGERIAL PERSONEL (KMP) :
Pursuant to the Provisions of Companies Act, 2013, Mr. Surendra Kumar Bansal (DIN: 00031115), Non-Executive Non-Independent Director, retires by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for re-appointment.
The details of the Directors of the Company, proposed to be re-appointed at the 60th Annual General Meeting, as required by Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard - 2 issued by the Institute of Company Secretaries of India are provided as Annexure at the end of the Notice convening the 60th Annual General Meeting of the Company.
Mr. Shrihari Waychal, Company Secretary & Key Managerial Personnel of the Company resigned from the services of the Company with effect from close of the business hours of 18th July, 2024 and Mr. Chinmay Pitre was appointed as Company Secretary & Key Managerial Personnel of the Company w.e.f. 30th October. 2024. The Board places on record its appreciation for the services and contributions rendered by Mr. Shrihari Waychal during his tenure as Company Secretary & Key Managerial Personnel with the Company.
The Shareholders of the Company at their meeting held on 20th August, 2020 had re-appointed Ms. Preeti Mehta (DIN: 00727923) for second term for a period w.e.f 19th September, 2020 to 31st October, 2024. Accordingly, she retired on 31st October, 2024 on completing 10 years term as Non- Executive Independent Director of the Company. The Board places on record appreciation for the services, guidance and contributions rendered by Ms. Preeti Mehta during her tenure as Director with the Company.
Further based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company, at their meeting held on 30th October, 2024, appointed Mrs. Shilpa Bhatia (DIN: 08695595) as an Additional Director in the capacity of Non-Executive Independent Director of the Company, for a period of 5 years w.e.f. 01st November, 2024 till 31st October, 2029. The said appointment of Mrs. Shilpa Bhatia as a Non¬ Executive Independent Director was approved by the Members of the Company by way of a Postal Ballot on 11th December, 2024 in accordance with the provisions of the Companies Act, 2013 & Rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the applicable provisions of the Companies Act, 2013 and applicable regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and also confirming that they are not debarred from holding the office of Director by virtue of any SEBI order or any other such authority.
The Board of Directors is of the opinion that the Independent Directors holds the highest standard of integrity and possess necessary expertise and experience including proficiency in the field in which the Company operates.
SECRETARIAL STANDARDS :
The Company has complied with the applicable Secretarial Standards during the year issued by the Institute of Company Secretaries of India.
MEETINGS :
During the year, 4 Board and 4 Audit Committee Meetings of the Company were convened and held. The details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between the said Meetings was within permissible period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
CORPORATE SOCIAL RESPONSIBILITY (CSR) :
The Board of Directors has constituted the Corporate Social Responsibility Committee of the Company comprises of Mr. Arunkumar Mahabirprasad Jatia, Non Executive Director as Chairman of the Committee, Mr. Sudhir Duppaliwar, Non-Executive Independent Director, Mrs. Shilpa Bhatia, Non-Executive Independent Director and Mr. Surendra Kumar Bansal, Whole-Time Director & CFO as members of the Committee. The major role of this Committee is to formulate, recommend, implement and monitor the CSR policy, activities to be undertaken by the Company and to meet/contribute expenditure towards its recommended Corporate Social Responsibility objectives. This Committee carried out the CSR Activities pursuant to section 135 read with Schedule VII of the Companies Act, 2013 as amended from time to time and as per the CSR policy of the Company.
During the year, the Company was required to spent amount of ' 15 Lakhs in accordance with Section 135(1) of the Companies Act, 2013 and the same has been fully spent on the CSR Projects recommended/approved by the CSR Committee and the Board of Directors of the Company.
The CSR Committee affirmed that the implementation and monitoring of the CSR projects during the year was in compliance with the CSR objectives and CSR policy of the Company.
The CSR Policy of the Company is available on the website of the Company viz: https://amjland.com/uploads/ policies/AMJ-Corporate%20Social%20Responsibilitv%20Policv2025.pdf
The other relevant disclosures as stipulated under the Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in Annexure-3.
PARTICULARS OF LOAN(S), GUARANTEE(S) OR INVESTMENT(S) :
Particulars of loan(s) given, investment(s) made, guarantee(s) given and securities provided along with the purpose are provided in Annexure-4 to this Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES :
The Board of Directors of the Company has adopted a Policy on Related Party Transactions for the purpose of determining the materiality of transaction with related parties and dealings with them. The said policy is available at the Company's website at httpsy/amjland.com/uploads/policies/AMJ-Policy-on-Related-Party- Transactions.pdf The Audit Committee reviews all related party transactions quarterly as also when necessary.
Pursuant to Sections 134(3), 188(1) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 the particulars of contracts/arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 in Form AOC-2 are provided under Annexure-5.
ANNUAL EVALUATION OF PERFORMANCE OF BOARD DIRECTOR(S) AND COMMITTEE(S) :
As required under Companies Act, 2013, a meeting of the Independent Directors was held on 05th February, 2025. The Independent Directors evaluated the performance of the Non-Independent Directors, wherein the evaluation of performance of the Non-Independent Directors, including the Chairman and also of the Board as a whole was made against pre-defined and identified criteria.
The criteria for evaluation of the performance of the Independent Directors, Chairman and the Board, was finalized by the Nomination and Remuneration Committee in its meeting held on 14th February, 2015, the said committee has carried out evaluation of the performance of every Director. The said criteria is available at the Company's website at https://amiland.com/uploads/policies/AMJLAND-Policy%20on%20evaluation%20 of%20Performance%20of%20Directors%20and%20the%20Board.pdf The Board of Directors at their meeting held on 05th February, 2025 has evaluated the performance of Independent Directors. The performance of the Committee was also generally discussed and evaluated.
While evaluating, the principles and guidelines issued vide circular dated 5th January, 2017 read with SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated 11th November, 2024 and the provisions of Schedule IV of the Companies Act, 2013 have been taken into account.
FAMILIARISATION PROGRAMME :
The details of programmes for familiarisation of Independent Directors with the Company is available at the Company's website at. https://amiland.com/uploads/policies/AMJLAND-Familiarisation%20Programme%20 for%20Independent%20Directors.pdf
RISK MANAGEMENT POLICY :
In accordance with the requirements of the Act, the Company has adopted and implemented a Risk Management Policy for identifying risks to the Company, procedures to inform Board members about the risk assessment & minimization procedures, monitoring the risk management plan, etc.
REMUNERATION POLICY :
In accordance with the provisions of Section 178 and other applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated Remuneration policy which inter alia, includes the criteria for determining qualifications, positive attributes and independence of Directors. The said policy may be referred to, at the Company's website at https:// amiland.com/uploads/policies/Criteria%20for%20Selection%20of%20Candidates%20for%20Senior%20 Management%20and%20Members%20on%20the%20Board%20of%20Directors.pdf and is annexed hereto and marked as Annexure-8.
WHISTLE BLOWER POLICY/VIGIL MECHANISM :
The Company has a Whistle Blower Policy / Vigil Mechanism. The said policy has been made keeping in view of the amendments in the Companies Act, 2013 and to comply with Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said policy may be referred to, on the Company's website at https://amiland.com/uploads/policies/AMJLand%20-%20Vigil%20Mechanism-Whistle%20 Blower%20Policy.pdf
PARTICULARS OF EMPLOYEES :
Pursuant to Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the statement giving required details is given in the Annexures-6A and 6B to this report.
In accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the statement containing the names of the top ten employees in terms of remuneration drawn and other relevant particulars is provided in a separate annexure forming part of this Report. Pursuant to Section 136 of the Companies Act, 2013, the Annual Report is being sent to the Shareholders excluding the said annexure. Shareholders who wish to obtain a copy of the annexure may write to the Company Secretary at secretarial@pudumjee.com.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 :
An Internal Complaints Committee ('Sexual Harassment Committee') has been constituted, under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, to deal with the complaints, if any, from the Company and other Companies in the Pudumjee Group.
During the year under review, there was no complaint of discrimination and harassment (including Sexual Harassment) received by the Committee.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO:
As the Company is not engaged in the manufacturing activities, the information related to Conservation of energy, technology absorption is not applicable.
During the year under review, no Foreign Exchange was earned and used.
REPORT ON CORPORATE GOVERNANCE :
The report on Corporate Governance in accordance with the guidelines of the Securities & Exchange Board of India and pursuant to applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is attached and marked as Annexure-7.
MATERIAL CHANGES AND COMMITMENTS, IF ANY :
There are no adverse material changes or commitments that occurred after 31st March, 2025, which may affect the financial position of the Company or may require disclosure.
ANNUAL RETURN:
Pursuant to the provisions of Companies Act, 2013, draft of Annual Return for the financial year 2024-25 is available on the website of the Company at https://amiland.com/uploads/financial/AMJ-Draft-Annual%20 Return-Form%20MGT-7-2024-25.pdf
SIGNIFICANT AND MATERIAL ORDERS :
There is no significant and material order passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operations in future.
DIRECTORS’ RESPONSIBILITY STATEMENT :
The Directors confirm that:
a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
b) the 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 of the Company for that period;
c) the Directors have taken proper and sufficient care 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) the Directors have prepared the annual accounts on a going concern basis;
e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.
f) 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.
ACKNOWLEDGEMENTS :
Your Directors express their appreciation of the continued support and co-operation received from the all the stakeholders and employees of the Company.
On behalf of the Board of Directors,
A. K. Jatia,
Chairman. DIN: 01104256
Place: Pune Date: 14th May, 2025
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