NOTICE FOR CALLING ANNUAL GENERAL MEETING
Notice is hereby given that the Second Annual General Meeting of the Company will be held on Monday, 30th September 2024 at 10.30 AM at the Registered Office of the Company situated at #03, 2nd cross, 10th Main Road, 7th Block, Gururaja Layout, Banashankari 3rd Stage, Bangalore -560085 to transact the following businesses: –
A. ORDINARY BUSINESS:
1. To consider and adopt the Audited Financial Statements for the financial year ended 31st March, 2024 and the Reports of the Board of Directors and Auditors thereon and to consider and if thought fit, to pass with or without modification(s) the following resolution as an Ordinary Resolution:
“RESOLVED THAT the Directors’ Report and the Audited Balance Sheet as on year ended 31st March, 2024 and the Profit and Loss Accounts for the Year ended on 31st March, 2024 along with the Auditors’ Report thereon are hereby considered, approved and adopted.”
BY ORDER OF THE BOARD
FOR TRAANSPECTRUM VENTURES PRIVATE LIMITED
Tejaswini Nataraj
Managing Director
Date: 04/09/2024
Annual Reports of the Company
BOARD’S REPORT
To:
The Members,
Traanspectrum Ventures Private Limited
Your Directors have pleasure in presenting their Annual Report on the business and operations of the Company along with the Audited Financial Statements for the Year ended 31st March 2024 (Hereinafter referred to as ‘Reporting Period’).
During the Reporting Period, performance of your Company was as under:
(Amount in 00’s)
| PARTICULARS | 31.03.2024 | 31.03.2023 |
| Total Income | — | — |
| Total Expenses | 2,359.23 | 1,915.80 |
| Profit/(Loss) before Tax | (2,359.23) | (1915.80) |
STATE OF COMPANY’S AFFAIRS AND FUTURE OUTLOOK:
Your Company continues to carry on the business within the scope of its Main Objects. There was no diversification of business during the Reporting Period. Currently, your Board does not intend to venture into any new segment of business.
BOARD OF DIRECTORS:
There was no change in constitution of Board of Directors of the company during the Year ended 31st March 2024.
BOARD MEETINGS:
During the year ended 31.03.2024, 7 (Seven) meetings of the Board of Directors of the Company were held. The meetings were held on 29.06.2023, 30.06.2023, 01.07.2023, 18.08.2023, 30.09.2023, 21.12.2023 and on 31.03.2024. The details of attendance of the aforesaid meetings are as below:
| Sl. No. | Name of the Director | No. of Meetings | |
| Entitled to attend | Attended | ||
| 1. | Tejaswini Nataraj | 7 | 7 |
| 2. | Channabasappa Nataraj | 7 | 7 |
ANNUAL RETURN:
The Annual Return as required under Section 134(3)(a) is uploaded on the Company’s website www.traanspectrum.com
EXPLANATION TO QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY THE AUDITOR:
| Sl. No. | Statutory Auditors Comments | Directors Reply |
| 1. | Auditor has drawn attention to the Note 26 to the financial statements, which describes the Going concern Assumption where the Board of Directors has plan to commence its business operation, hence, the management has prepared the financial statement on going concern assumptions. | The Board of Directors are continuously supporting to execute the plans and commence its business operations. |
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY: There have been no material changes in the nature of business affecting the financial position of the Company during the period after the end of the Reporting Period till the date of the Report.
SIGNIFICANT AND MATERIAL ORDERS: There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and operations of the Company in future.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES: There were no contract or arrangements entered with related parties as defined under Section 188 of the Companies Act, 2013 during the Reporting Period.
DISCLOSURE REGARDING EMPLOYEE STOCK OPTIONS: The Company has not provided any Stock Option Scheme to the employees.
DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES: The Company has not issued sweat equity shares during the Reporting Period.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:
There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the Reporting Period and hence the said provision is not applicable.
DISCLOSURES IN RESPECT OF VOTING RIGHTS U/S 67 OF THE COMPANIES ACT, 2013:
Since the Company has not issued shares attracting the provisions of Section 67 of the Companies Act, 2013, no disclosure is required.
DISCLOSURE OF ESTABLISHMENT OF VIGIL MECHANISM: Provisions relating to Section 177 of the Companies Act, 2013 is not applicable to the Company.
SECRETARIAL STANDARDS: In terms of Para 9 of Secretarial Standard – 1, issued by the Institute of Company Secretaries of India and approved by Ministry of Corporate Affairs, the Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.
VOLUNTARY REVISION OF FINANCIAL STATEMENTS OR BOARD’S REPORT: As the Company has not made any revision of financial statements voluntarily, the provisions related to this clause is not applicable.
CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY:
Provisions relating to Section 135 of the Companies Act, 2013 is not applicable to the Company.
FRAUD REPORTING: There was no Fraud reported by Statutory Auditors under sub-section (12) of Section 143 of the Companies Act, 2013 during the Reporting Period.
DISCLOSURE WITH RESPECT TO LOANS / AMOUNT RECEIVED FROM DIRECTORS OR RELATIVE OF DIRECTORS: The Company has accepted money from Directors / Relative of Directors, during the Reporting Period. At the time of receiving the amount, the Company has obtained a declaration pursuant to Rule 2 (1) (c) (viii) of Companies (Acceptance of Deposits) Rules, 2014. The outstanding balance at the end of the Reporting Period is INR 3,93,416/-
The Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, requires every employer to comply with its provisions and make a disclosure of the number of cases occurring under the Act pursuant to Section 22. There were no complaints/ cases have been filed /pending with the Company during the year.
STATUTORY AUDITORS: At the Annual General meeting held on 31st December 2023, M/s Jagadeesh Hebbar & Co., Chartered Accountant (FRN: 021634S), appointed as the Statutory Auditors of the Company to hold office until the conclusion of the Annual General Meeting to be held for the Financial Year ending 31.03.2028.
SECRETARIAL AUDIT REPORT: Secretarial Audit is not applicable for the Company
DIRECTORS’ RESPONSIBILITY STATEMENT:
Pursuant to requirements of Section 134 (5) of the Companies Act, 2013 the Directors of the Company in respect of the Reporting Period hereby confirm that:
in the preparation of the annual accounts for the Reporting Period, the applicable Accounting Standards has been followed along with proper explanation relating to material departures, if any;
the Directors have selected such accounting policies and have 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 Reporting Period and of the profit and loss of the Company for that period;
the 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;
the annual accounts have been prepared on a going concern basis; and
A proper system has been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
ACKNOWLEDGEMENT:
Your Directors wish to place on record their appreciation and acknowledge with gratitude the support and co-operation extended by the employees, clients, bankers, and look forward to their continued support. Your Directors also thank the employees of the Company, who, through their dedication, co-operation and support, have enabled the Company to achieve its goals.
| Balance Sheet As on 31st March, 2024 | (Amount ’00) | ||
| Particulars | Note | As at March 31, 2024 | As at March 31, 2023 |
| Equity and Liabilities | |||
| Shareholders’ funds | |||
| Share capital | 3 | 1,000.00 | 1,000.00 |
| Surplus | 4 | (4,275.03) | (1,453.80) |
| Non Current Liabilities | |||
| Long term borrowings | 5 | 3,934.16 | 2,909.00 |
| Deferred tax liabilities (net) | 6 | – | – |
| Long term Provisions | 7 | – | – |
| Current liabilities | |||
| Trade payables | 8 | – | – |
| – total outstanding dues of micro enterprises and small enterprises | |||
| – total outstanding dues of creditors other than micro enterprises and small enterprises | |||
| Other current liabilities | 9 | 506.00 | 357.00 |
| Short term provision | 10 | – | 200.00 |
| Total | 1,165.13 | 3,012.20 | |
| Assets | |||
| Non Current Assets | |||
| Property, plant and equipment | 11 | 573.61 | 965.00 |
| Deferred tax asset (net) | 5 | – | 462.00 |
| Other non current assets | 12 | 450.00 | 500.00 |
| Current assets | |||
| Trade Receivables | 13 | – | – |
| Cash and cash equivalents | 14 | 141.52 | 1,028.20 |
| Short term loans and advances | 15 | – | – |
| Other current asset | 16 | – | 57.00 |
| Total | 1,165.13 | 3,012.20 |
Statement of Profit and Loss for the year end 31st March, 2024 | (Amount ’00) | ||
| Particulars | Note | For the period April 2023 to March 2024 | For the period April 2022 to March 2023 |
| Revenue | |||
| Revenue from operations | 17 | – | – |
| Other income | |||
| Total Revenue | – | – | |
| Expenses | |||
| Employee benefits expense | 18 | – | – |
| Depreciation and amortization | 11 | 391.39 | 76.00 |
| Other expenses | 19 | 1,967.84 | 1,839.80 |
| Total Expenses | 2,359.23 | 1,915.80 | |
| Profit / (Loss) before tax | (2,359.23) | (1,915.80) | |
| Tax expense | |||
| Current Tax | – | – | |
| Deferred Tax | (462.00) | 462.00 | |
| Previous year tax | – | – | |
| Profit/(Loss) for the period | (2,821.23) | (1,453.80) | |
| Earning per share (Nominal value per share Rs.1 | |||
| – Basic and diluted | 20 | (0.28) | (0.15) |
| Notes to the financial statements for the year ended March 31, 2024 | (Amount ’00) | ||
| Particulars | As at March 31, 2024 | As at March 31, 2023 | |
| 3 | Share capital | ||
| Authorised: | |||
| 15,000 equity shares of Rs.10 each | 15,000.00 | 15,000.00 | |
| Issued capital | |||
| 10,000 equity shares of Rs.10 each | 1,000.00 | 1,000.00 | |
| Subscribed and paid-up capital | |||
| 10000 equity shares of Rs.10 each | 1,000.00 | 1,000.00 | |
| Total | 1,000.00 | 1,000.00 | |
| (a) | Reconciliation of number of equity shares: | As at March 31, 2024 | |
| Number of shares | Amount ‘000 | ||
| Balance as at the beginning of the period | 10,000 | 1,000.00 | |
| Add: Shares issued during the period | – | – | |
| Balance as at the end of the period | 10,000 | 1,000.00 | |
| As at March 31, 2023 | |||
| Number of shares | Amount ‘000 | ||
| Balance as at the beginning of the period | – | – | |
| Add: Shares issued during the period | 10,000 | 1,000.00 | |
| Balance as at the end of the period | 10,000 | 1,000.00 | |
| (b) | Rights, preferences and restrictions attached to shares | ||
| Equity Shares: | |||
| The Company has one class of equity shares having a par value of Rs.10 per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding. | |||
| (c) | Details of Sharesholder holding more than 5% shares as on the balance sheet | ||
| As at March 31, 2024 | |||
| Equity shares: | Number of shares | Amount ‘000 | |
| Tejaswini Nataraj | 5,000 | 500.00 | |
| Channabasappa Nataraj | 5,000 | 500.00 | |
| As at March 31, 2023 | |||
| Equity shares: | Number of shares | Amount ‘000 | |
| Tejaswini Nataraj | 5,000 | 500.00 | |
| Channabasappa Nataraj | 5,000 | 500.00 | |
| (d) | Details of Shareholders holding promoters as on the balance sheet | ||
| Equity shares: | Number of shares | Amount | |
| Tejaswini Nataraj | 5,000 | 500.00 | |
| Channabasappa Nataraj | 5,000 | 500.00 | |
| Equity shares: | Number of shares | Amount | |
| Tejaswini Nataraj | 5,000 | 500.00 | |
| Channabasappa Nataraj | 5,000 | 500.00 | |
| 4 | Surplus | ||
| Statement of Profit and Loss: | |||
| Balance at the beginning of the period | (1,453.80) | – | |
| Profit / (Loss) for the period | (2,821.23) | (1,453.80) | |
| Balance as at the end of the period | (4,275.03) | (1,453.80) | |
| 5 | Long term Borrowings | ||
| Loan from Director | 3,934.16 | 2,909.00 | |
| 3,934.16 | 2,909.00 | ||
| 6 | Deferred tax (liabilities) / Asset | ||
| Deferred tax on: | |||
| Depreciable assets | |||
| Provision of post employees benefits | – | (36.00) | |
| Others | – | 498.00 | |
| – | 462.00 | ||
| 7 | Long term Provision | ||
| Provision for Gratuity | – | – | |
| – | – | ||
| 8 | Trade payables | ||
| Total outstanding dues of micro enterprises and small enterprises | – | – | |
| Total outstanding dues of creditors other than micro enterprises and small enterprises | – | – | |
| – | – | ||
| Trade Payables Due for Payment | |||
| i) MSME | |||
| (a) Less than 1 Year | |||
| (b) 1-2 Years | |||
| (c) 2-3 Years | |||
| (d) More than 3 Years | |||
| (e) Total | |||
| ii) Others | |||
| (a) Less than 1 Year | |||
| (b) 1-2 Years | |||
| (c) 2-3 Years | |||
| (d) More than 3 Years | |||
| (e) Total | |||
| iii) Disputed dues – MSME | |||
| (a) Less than 1 Year | |||
| (b) 1-2 Years | |||
| (c) 2-3 Years | |||
| (d) More than 3 Years | |||
| (e) Total | |||
| iv) Disputed dues – Others | |||
| (a) Less than 1 Year | |||
| (b) 1-2 Years | |||
| (c) 2-3 Years | |||
| (d) More than 3 Years | |||
| (e) Total | |||
| 9 | Other current liabilities | ||
| Audit fee payable | 200.00 | – | |
| Reimbursement Payable | 306.00 | 357.00 | |
| Expense payable | – | ||
| 506.00 | 357.00 | ||
| 10 | Short term provisions | ||
| Provision for Income Tax (net off Advance tax) | – | – | |
| Other Payables | – | 200.00 | |
| – | 200.00 | ||
| 12 | Other non current assets | ||
| Security Deposit | 450.00 | 500.00 | |
| 450.00 | 500.00 | ||
| 13 | Trade Receivables | ||
| Unsecured, considered good | |||
| Outstanding for a period exceeding six months from the date they are due for payment | |||
| Others | |||
| – | – | ||
| i) Undisputed Trade Receivables – considered good | |||
| (a) Less than 6 months | |||
| (b) 6 months – 1 Year | |||
| (c) 1-2 Years | |||
| (d) 2-3 Years | |||
| (e) More than 3 Years | |||
| Total | |||
| ii) Undisputed Trade Receivables – considered doubtful | |||
| (a) Less than 6 months | |||
| (b) 6 months – 1 Year | |||
| (c) 1-2 Years | |||
| (d) 2-3 Years | |||
| (e) More than 3 Years | |||
| Total | |||
| iii) Disputed Trade Receivables – considered good | |||
| (a) Less than 6 months | |||
| (b) 6 months – 1 Year | |||
| (c) 1-2 Years | |||
| (d) 2-3 Years | |||
| (e) More than 3 Years | |||
| Total | |||
| iv) Disputed Trade Receivables – considered doubtful | |||
| (a) Less than 6 months | |||
| (b) 6 months – 1 Year | |||
| (c) 1-2 Years | |||
| (d) 2-3 Years | |||
| (e) More than 3 Years | |||
| Total | |||
| 14 | Cash and cash equivalents | ||
| Bank balances | 128.94 | 994.2 | |
| – Current account | 12.58 | 34.00 | |
| Cash balance | |||
| 141.52 | 1,028.20 | ||
| 15 | Short term loans and advances | ||
| Balance with government authorities | |||
| Other receivable | |||
| – | – | ||
| 16 | Other current assets | ||
| Prepaid Expense | – | 57.00 | |
| Rental deposit | |||
| – | 57.00 | ||
| Notes to the financial statements for the year ended March 31, 2024 | |||||||||||
| 11 | Property, plant and equipment | ||||||||||
| (Amount ‘000) | |||||||||||
| Asset | Gross Block | Accumulated Depreciation | Net Block | ||||||||
| As at April 1, 2023 | Additions | Deletions | As at March 31, 2024 | As at April 1, 2023 | Depreciation for the year | Depeciation deletion | As at March 31, 2024 | As at March 31, 2024 | As at March 31, 2023 | ||
| Tangible Assets | |||||||||||
| Office equipments | 21.00 | 21.00 | 3.00 | 8.11 | 11.11 | 9.89 | 18.00 | ||||
| Furniture & fixture | 300.00 | 300.00 | 73.00 | 58.76 | 131.76 | 168.24 | 227.00 | ||||
| Intangible Assets | |||||||||||
| Website | 720.00 | 720.00 | – | 324.52 | 324.52 | 395.48 | 720.00 | ||||
| Total | 1,041.00 | 1,041.00 | 76.00 | 391.39 | 142.87 | 573.61 | 965.00 | ||||
| Previous Year | – | 1,041.00 | – | 1,041.00 | – | 76.00 | 76.00 | 965.00 | – | ||
| Notes to the financial statements for the year ended March 31, 2024 | (Amount ’00) | |||
| For the period April 2023 to March 2024 | For the period April 2022 to March 2023 | |||
| 17 | Revenue of Operations | |||
| Sales of Services | ||||
| – | – | |||
| 18 | Employee benefit expenses | |||
| Salaries, wages and bonus | ||||
| – | – | |||
| 19 | Other Expenses | |||
| Bank Charges | 8.26 | 6.00 | ||
| Electricity charges | 35.90 | 38.00 | ||
| Rent | 928.00 | 1068.00 | ||
| Professional Charges | 311.00 | 47.00 | ||
| Office Expenses | 71.68 | 122.00 | ||
| Rates & Taxes | 46.00 | – | ||
| Advertising Expenses | – | 35.00 | ||
| Repair & Maintenance | 112.30 | 11.80 | ||
| Website maintainence and internet charges | 170.80 | 74.00 | ||
| Pre incorporation Expenses | – | 214.00 | ||
| Printing and Stationery | 83.90 | 24.00 | ||
| Auditor’s remuneration | ||||
| Statutory audit fees | 200.00 | 200.00 | ||
| Total | 1,967.84 | 1,839.80 | ||
| 20 | Earnings per share (EPS) | |||
| Profit/(Loss) for the period | (2,821.23) | (1,453.80) | ||
| Weighted average number of equity shares outstanding during the period (Numbers) | 10,000 | 10,000 | ||
| Basic earnings per equity share (‘000) | (0.28) | (0.15) | ||
| Dilution to the Basic Earnings per Share (‘000) | (0.28) | (0.15) | ||
| 21 | Expenditure and earnings in foreign currency | |||
| Expenditure in foreign currency | ||||
| Earnings in foreign currency | ||||
| 22 | Derivatives Instrument and unhedged foreign currency expenses | |||
| (a) Derivatives outstanding at the reporting date | ||||
| (b) Particulars of the foreign currency expenses as at reporting date | ||||
| 23 | The provisions of section 135(1) of the Companies Act, 2013 with respect to Corporate Social Responsibility expenditure is not applicable to the Company. | |||
| 24 | Related party disclosures | |||
| A | Name of related parties and nature of relationship: | |||
| Description of relationship | Names of related parties | |||
| a) Key Management Personnel | ||||
| Directors | Tejaswini Nataraj | |||
| Channabasappa Nataraj | ||||
| B | Summary of transactions during the year with related parties during the period is as follows: | |||
| Sl No. | Particulars | (Amount ’00) | (Amount ’00) | |
| 1 | Loan From Directors (Net of Advance) | 1,025.16 | 2,909.00 | |
| Previous year | 2,909.00 | |||
| 2 | Reimbursement Payable to Directors | 306.00 | ||
| Previous year | 357.00 | |||
| C | Summary of outstanding as on the balance sheet date with the related parties: | |||
| Sl No. | Particulars | (Amount ’00) | (Amount ’00) | |
| 1 | Loan From Directors | 3,934.16 | 2,909.00 | |
| Previous year | 2,909.00 | |||
| 25 | Disclosures required on the face of the financial statements or in the notes are given to the extent they are applicable to the Company. | |||
| 26 | Previous year figures have been regrouped or rearranged wherever required and figures have been rounded off to the nearest rupee. | |||
| 27 | Contingent Liabilities: | |||
| There are no items in the nature of contingent liabilities, and as such no amounts have been provided for in the accounts. | ||||
| 28 | Capital and Other Commitments: | |||
| There are no items in the nature of capital and other commitments and as such no amounts have been provided in the accounts. | ||||
| 29 | The previous year figures have been regrouped / reclassified, wherever necessary to confirm to current year presentation. | |||
| 31 | Other Statutory Information | |||
| (i) | The Company does not have any proceeding initiated or pending against the Company for holding any Benami property under the Benami Transactions (Prohibitions) Act, 1988. | |||
| (ii) | The company doesn’t have any transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956. | |||
| (iii) | The Company do not have charges or satisfaction which is yet to be registered with Registrar of Companies (ROC) beyond the statutory period. | |||
| (iv) | The Company has not traded or invested in Crypto Currency or Virtual Currency during the year. | |||
| (v) | The Company has not advanced or given loan or invested funds to any other person(s) or entity(ies), including foreign entities (‘intermediaries’) with the understanding that the intermediary shall: | |||
| (a) directly or indirectly lend or invest in other persons or entities indentified in any manner whatsoever by or on behalf of the Company; or | ||||
| (b) provide any gurantee, security or the like to or on behalf of the Company; | ||||
| (vi) | The Company has not received any fund from any person(s) or entity(ies), including foreign entities with the understanding that the Company shall: | |||
| (a) directly or indirectly lend or invest in other persons or entities indentified in any manner whatsoever by or on behalf of the Funding person or entity; or | ||||
| (b) provide any gurantee, security or the like on behalf of the funding person or entity; | ||||
| (vii) | The Company does not have any transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961. | |||
| (viii) | The Company has not obtained any borrowings from banks or financial institutions on the basis of current assets during the year. | |||
| (ix) | The Company has not borrowed any loans from banks or financial institutions. | |||
| (x) | The Company has complied with the number of layers prescribed under the Companies Act, 2013 read with Companies (Restriction on number of Layers) Rules, 2017. | |||
| (xi) | The Company is not declared as a wilful defaulter by any bank or financial institution | |||
| (xii) | The Company has not entrered into any scheme or arrangement in terms of Sec 230 to Sec 237 of the Companies Act, 2013. | |||
| (xiii) | The provison of Section 135 relating to Corporate Social Responsibility is not applicable to the Company. | |||
