As on: Apr 29, 2024 08:30 AM
FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2022
Dear Members,
Your Directors have pleasure in presenting the Twenty Ninth Annual Report together with the Audited Accounts of your Company for the financial year ended 31st March 2022.
STANDALONE FINANCIAL RESULTS & APPROPRIATIONS
(Rs. in Lakhs)
DIVIDEND
Due to inadequacy of profits the company is not in a position to declare any dividend for the year ended on 31st March, 2022.
OPERATIONS
The Company is in the business of Amusement Park, Water Park, and Resorts. The Turnover of the Company increased from Rs. 37.35 lac to 264.48 and Loss after Tax decreased to Rs. 21.19 lac from Rs. 163.72 lac.
FINANCE (a) Finance :
The outstanding of the loan as on 31.03.2022 is 77.77.
(b) Overdraft Facilities
The Overdraft facilities balance standing as on 31.03.2022 is Rs. 22.65 lac.
TRANSFER TO RESERVE
The Board of Directors has not proposed to any amount for transfer to general reserves.
CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of business.
MATERIAL CHANGE
No material changes and commitments affecting the financial position of the Company have occurred during the year under consideration.
SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES
There are no Subsidiaries/ Joint Ventures. Bonzo Resorts Ltd. is the Associate Company.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Pursuant to Section 135 of the Companies Act, 2013, Clause of CSR is not applicable.
MANAGERIAL REMUNERATION
Statistical Disclosures pursuant to Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is enclosed with this report as Annexure 4.
RECEIPT OF ANY COMMISSION BY MD / WTD FROM A COMPANY OR RECEIPT OF COMMISSION /REMUNERATION FROM ITS HOLDING OR SUBSIDIARY
During the year under review, the Managing Director and Whole time Director neither received any Commission nor any remuneration from the Holding Company or Subsidiary Companies.
VIGIL MECHANISM
Section 177(9) of the Companies Act, 2013 provides for a mandatory requirement for all listed companies to establish a mechanism called the 'Whistle Blower Policy' for Directors and employees to report concerns of unethical behaviour, actual or suspected fraud or violation of the Company's code of conduct or ethics policy. In line with this requirement, the Company has framed a “Whistle Blower Policy”. The same is placed on the Company's website.
RISK MANAGEMENT COMMITTEE
In line with the new regulatory requirements, the company has framed a 'Risk Management Policy' to identify and assess the key risk areas, monitor and report compliance and effectiveness of the policy and procedure. A Risk Management Committee under the chairmanship of Mr. Kamaljeet Singh, Managing Director, has also been constituted to oversee the risk management process in the Company. The other members of the Committee are Mr. Chander Dutt Verma, Independent Director and Ms. Puneet Arora, Whole Time Director.
The Company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company's risk management systems and programs comprises of various processes, structures and guidelines which assist the Company to identify, assess, monitor and manages its risks, including any material changes to its risk profile. To achieve this, the Company has clearly defined the responsibility and authority of the Company's Management and the Risk Management Committee to oversee and manage the risk management Programs. The company has taken Industrial All Risk Policy to insure its fixed assets and inputs that cover known and unknown risk including fire.
INTERNAL FINANCIAL CONTROL SYSTEM
Effective and strong internal control systems are developed in the Company for all the major processes to ensure reliability of financial reporting, safeguarding of assets and economical and efficient use of resources as also the compliance of laws, regulations, policies and procedures etc.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business as per the applicable provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. No material related party transactions have been entered by the Company with Promoters, Directors or Key Managerial Personnel, which had potential conflict with the interest of Company at large.
However, Mr. Gurasees Singh son of Kamaljit Singh, Managing Director is proposed to be appointed as Sales head and Mr. Angaddeep Singh son of Sarabjit Singh, Director is proposed to be appointed as Administrative Head of the company with effect from 01.09.2022 with maximum remuneration not exceeding 2,50,000 per month.
The details of related party disclosures and transactions as prescribed in Form AOC-2 are attached Annexure 5. All the related party transactions are done at arm's length and pertain to the financial year 2021-22.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
There are no significant and material orders passed by the Regulators, Courts or Tribunals, which would impact the going concern status of the Company and its operations in future.
DIRECTORS
In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company Mr. Sarabjit Singh shall retire by rotation at the forthcoming Annual General Meeting and is eligible for re-appointment. The Board of Directors on its meeting held on 30th August, 2022 re-appointed Mr. Kamaljeet Singh as Managing Director for a period of three years and re-appointed Mrs. Puneet Arora as Whole Time Director of the Company for a period of Three years.
DECLARATION BY DIRECTORS
The company has received declaration from all the Independent Directors under Section 149(7) of the Companies Act, 2013 in respect of meeting the criteria of independence provided under Section 149 (6) of the said Act.
INDUCTIONS & TRAINING OF BOARD MEMBERS
The company is familiarizing the Independent Directors with regard to their role, rights, responsibilities, and industry scenario and business model of the company at regular intervals.
PERFORMANCE EVALUATION OF THE DIRECTORS AND MEETING OF INDEPENDENT DIRECTORS
Nomination, Remuneration and Evaluation policy has been made by the Nomination and Remuneration Committee. The Nomination and Remuneration Committee has laid down the criteria for performance evaluation of the individual Directors as well as the Board. The framework of performance evaluation of the Independent Directors captures the following points:
A) Key attributes of the Independent Directors that justify his/her extension/continuation on the Board of the Company; B) Participation of the Directors in the Board proceedings and their effectiveness.
The Board adopted a formal mechanism for evaluating its performance as well as of its Committees and individual Directors including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board and Committees, experience and competencies, performance of specific duties and obligation, governance issues, participation and effectiveness etc.
During the year under review, a meeting of Independent Directors was held on 14th February, 2022 wherein the performance of the Non Independent Directors and the Board as a whole vis-a-vis the performance of the Chairman of the Company was reviewed.
NOMINATION AND REMUNERATION POLICY
The Board has, on the recommendation of the Nomination and Remuneration Committee, approved a policy for selection, appointment and remuneration of Directors, Senior Management and Key Managerial Personnel.
PREVENTION OF SEXUAL HARASSMENT POLICY
The Company has in place a 'Prevention of Sexual Harassment Policy' pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (Permanent, contractual, temporary, trainees) are covered under this policy. No complaint has been received in the year 2021-22.
NUMBER OF BOARD MEETINGS
During the F/Y 2021-22, 6 (Six) Board meetings were held on 15th April, 2021, 30th June, 2021, 14th August, 2021, 3rd September, 2021, 15th November, 2021 and 14th February, 2022. One meeting of Independent Directors was convened and held on 14th February, 2022. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.
DIRECTORS' RESPONSIBILITY STATEMENT
As required under section 134(3) (c) read with Section 134(5) of the Companies Act, 2013, your Directors state that:
(i) in the preparation of the annual accounts for the year ended 31 March 2022, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures;
(ii) such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31 March 2022 and of the profit of the company for the year ended on that date;
(iii) proper and sufficient care has been taken 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;
(iv) the annual accounts have been prepared on a going concern basis; (v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and (vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
COMPOSITION OF AUDIT COMMITTEE
During the year, 5 (Five) Audit Committee meetings were convened and held. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.
AUDITORS & AUDITOR'S REPORT
M/s KD & Associates, Chartered Accountants, Chandigarh were appointed as the Statutory Auditors of the company at the 24th Annual General Meeting to hold office till conclusion of 29th Annual General Meeting. As required under Section 139 of the Companies Act, 2013 approval for appointment of M/s PK Vasudeva & Co, Chartered Accountants as Statutory Auditors of the Company is seeked from the conclusion of the 29th Annual General Meeting till the conclusion of 34th Annual General Meeting.
COST AUDITORS
As per the provisions of Section 148 of the Companies Act, 2013, the Company is not required to appoint Cost Auditors.
SHARE CAPITAL
During the year under review, the Company has not issued any equity shares with differential rights, sweat equity shares or employee stock option. Provision of money by Company for purchase of its own shares by employees or by trustees for the benefit of employees is not applicable on the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO
Information on conservation of energy, technology absorption, foreign exchange earnings and outgo required to be given pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Disclosure of particulars in report of Board of Directors) Rules 1988 is as follows:
ENERGY, CONSERVATION AND TECHNOLOGY ABSORPTION:
The Company had installed D.G. Set of appropriate capacity as stand by source of power for backup in case of failure of power from State Electricity Board to avoid energy losses. All the rides are attached with power with automatic power control system.
FOREIGN EXCHANGE:
During the year, the company has not earned any foreign exchange.
EXTRACT OF THE ANNUAL RETURN
The extract of annual return in form no. MGT-9 is attached with this report as Annexure -2.
SECRETARIAL AUDITORS
Pursuant to Section 204 of the Companies Act, 2013 Mr. Sandeep Kumar Rishi, Company Secretary has been appointed as Secretarial Auditors to conduct Secretarial Audit of the Company for the financial year ending 31 March, 2022. They have submitted the Secretarial Audit Report which is annexed to this Board's Report as Annexure-3.
ADOPTION OF INDIAN ACCOUNTING STANDARD (IND AS)
The Ministry of Corporate Affairs vide notification dated 16 February 2015 made it mandatory in a phased manner for adoption and applicability of Indian Accounting Standards (Ind AS) for Companies other than Banking, Insurance and Non-Banking Finance Companies. Rule 4 of the Companies (Indian Accounting Standards) Rules 2015 specifies the classes of Companies which shall comply with the Ind AS in preparation of the Financial Statements. In accordance with clause
(iii) of Sub rule 1 of the Rule 4 of the Companies (Indian Accounting Standards) Rules 2015, the compliance of Indian Accounting Standard was applicable and mandatory to the Company for the accounting period beginning from 1 April, 2017.
GOODS & SERVICE TAX
With the implementation of Goods and Service Tax (GST) from 1st July 2017 India has moved toward a single Indirect tax regime for goods and services for the entire country with uniform law. The majority of indirect taxes have been subsumed in GST. GST is the biggest tax reform in the history of Indian Economy and leading to simplify the movement of the goods and services across the country, shrinking delivery times and widening the product markets. The spillover effects of GST are immense from increase in Government revenue vis-a-vis better tax compliance and reduced tax evasion, enabling greater control and facilitating efficient monitoring than the traditional taxation system. The increased tax revenues of Government would create scope for enhanced public investments in various social and physical infrastructural activities creating further scope for the employment generation. However, despite the immense potentiality borne by GST towards a higher growth trajectory of Indian economy, the industry has been facing enormous problems due to the teething issues during its implementation which are being addressed by the Government constantly.
PERSONNEL
Relationship with the employees remained cordial throughout the year in the Company. The Directors express their appreciation for the contribution made by the employees at all levels to the operations and operational efficiencies of the Company during the year. Annexed to this Board's Report as Annexure-4
CORPORATE GOVERNANCE
In terms of the Regulation 15(2)(a) of Listing Regulations, the compliance with the corporate governance provisions shall not apply in respect of the listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty five crore, as on the last day of the previous financial year.
As per the above mentioned criteria, provisions of Corporate governance is not applicable on the Company and therefore the Company is not required to comply with the provisions of Corporate Governance as specified in Listing Regulations. However, the Company is voluntarily complying with most of the provisions.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013
The Company has not extended any loan, guarantee or investment under Section 186 of the Companies Act, 2013.
COMMENT ON AUDITOR QUALIFICATION / REMARKS
Secretarial Audit contains a qualification/remark that, “2041900 shares held by the promoters are still in physical form”. Company is in process of demat of shares. Steps are taken ACKNOWLEDGMENT
Your Directors convey sincere thanks to the various agencies of the Central and State Governments, Banks and other concerned agencies for all the assistance and cooperation extended to the Company and for their continued support. The Directors also deeply appreciate and acknowledge the trust and confidence the vendors, suppliers, dealers, customers, shareholders and investors reposed in the Company. Your Directors also place on record their appreciation for the dedicated services rendered by the workers, staff and officers of the Company.
On Behalf of the Board of Directors