Your Director's have the pleasure of presenting the 7th Annual Report including Board's Report of ASSOCIATED COATERS LIMITED (Formerly Associated Coaters Private Limited) (“the Company”) along with the Annual Audited financial statement for the financial year ended 31st March, 2024 (“the period”).
Further, in compliance with the Companies Act, 2013, (“the Act”) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the Company has made requisite disclosures in this report with the objective of accountability and transparency in its operations to make you aware about its performance and future perspective of the Company.
FINANCIAL HIGHLIGHTS
Particulars
|
Year ended 31s1March2024
|
Year ended 31st March 2023
|
Turnover (Revenue - Export Incentive)
|
53,781,002.65
|
35,894,463.17
|
Profit/(Loss) before taxation
|
13,503,333.94
|
7,401,289.57
|
Less: Tax Expense
|
3,529,060.00
|
1,920,260.00
|
Profit/(Loss) after tax
|
10,074,725.89
|
5,467,758.23
|
Balance B/F from the previous year
|
6,820,784.34
|
1,353,026.11
|
Balance Profit /(Loss) C/F to the next year
|
7,290,052.85
|
6,820,784.34
|
STATE OF THE COMPANY’S AFFAIRS
The Company is primarily engaged in the business of pre-treatment and coating of aluminium extrusions. The Promoters successfully executed large-scale projects of powder coating contracts. With a robust management team boasting significant industry experience, we attribute our market position to the vision of our Promoters and senior management team, each with over a decade of experience in the industry.
The business organisation was incorporated as a Private Limited Company since December 22, 2017 in the name of “Associated Coaters Private Limited” under the provisions of the Companies Act, 2013. Subsequently pursuant to a Special Resolution of our Shareholders passed in the Extra-Ordinary General Meeting held on October 24, 2023, our Company was converted from a Private Limited Company to Public Limited Company and consequently, the name of our Company was changed to ‘Associated Coaters Limited' and a Fresh Certificate of Incorporation consequent to Conversion was issued on December 19, 2023 by the Registrar of Companies, Kolkata. The Corporate Identification Number of our Company is L28129WB2017PLC224001.
Key Performance Indicators of Our Company:
S.No
|
Particulars
|
(INR)
|
1.
|
Revenue From Operations
|
53,781,000
|
2.
|
EBITDA
|
15,047,000
|
3.
|
PAT
|
10,075,000
|
4.
|
Networth
|
16,590,000
|
The highlights of the Company’s performance are as under:
i
• Revenue from operations increased from INR 35,894,463.17 to INR 53,781,002.65 in the current year from previous year.
• Profit for the year has increased from INR 5,467,758.23 to INR 10,074,725.89 in the current year from previous year.
• Earnings per share have decreased from INR 182.26 to INR 10.83 in the current year from previous year. INITIAL PUBLIC ISSUE OF EQUITY SHARES
After the closure of the period under review, your Company has launched its Initial Public Offer (IPO) and has infused funds by offering 4,22,000 fresh equity shares (the “Fresh Issue”) to the public. Initial Public Offer (the “IPO”) was offered to various categories of investors including Qualified Institutional Buyers, Retail Individual Investors, Non-Institutional Investors, Non-Resident Indians, and Registered Foreign Portfolio Investors, as permitted under the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and other applicable laws. The fresh Equity Shares allotted rank in all respects pari-passu with the existing Equity Shares of the Company.
The Equity Shares of the Company are listed on June 06, 2024 on the Bombay Stock Exchange Limited (“Stock Exchange”) on the BSE-SME Platform.
Your Directors placed on record their appreciation of contributions made by the entire IPO team with all the dedication, diligence, and commitment that led to the successful listing of the Company's equity shares on the BSE SME platform. Further, the success of the IPO reflects the trust and faith reposed in the Company by the Investors, customers, and business partners and your Directors thank them for their confidence in the Company.
All the Equity shares of the Company are in dematerialized form with either of the depositories viz. NSDL and CDSL. The ISIN No. allotted to the Equity shares of the Company is INE0RIQ01013.
FUTURE OUTLOOK
We have gained a lot of experience in wood finish coating and PVDF Coating where we have added a number of new custom-made shades and added new coating technologies which are further going to enhance the portfolio of the company. We have successfully secured new contracts, expanded our market presence, and improved our production efficiency. Our focus remains on delivering exceptional value to our clients, which, in turn, drives our growth and enhances shareholder value. We are also exploring strategic partnerships and acquisitions to further strengthen our market position.
The main object clause and the ancillary object clause of the Memorandum of Association of our Company enable us to undertake our existing activities and the activities for which we have raised funds through the above Issue. The existing activities of our Company are within the object clause of our Memorandum. Further, the issue proceeds as stated above shall be used towards Funding Capital Expenditure towards installation of Plant & Machinery in our existing premises and fulfilling Working Capital Requirements in order to expand the production scale and the business.
DISCLOSURES AS PER SCHEDULE V OF THE LISTING REGULATIONS
The disclosures as required under Para A, F & G of Schedule V of the Listing Regulations are part of this Report and are enclosed herewith as “Annexure - A”.
CHANGE(S) IN THE NATURE OF BUSINESS, IF ANY
There has been no change in the nature business of the Company during the year under review.
DIVIDEND
The Board has not recommended any dividend for the period under review and the profit is ploughed back for the business.
TRANSFER TO RESERVES
During the period under review, the Board does not propose to transfer any amount to any reserves.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
The Company does not have any unclaimed dividend.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiaries, Joint Ventures and Associate Companies as at the end of financial year 2023-24.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
As on March 31, 2024, the Board of Directors of your Company comprises of 5 (Five) Directors out of which 3 (Three) are Non-Executive including 2 (Two) Independent Directors and 2 (Two) are Executive Directors. The Chairman is an Executive Director. The Board composition is in compliance with the requirements of the Act, the SEBI Listing Regulations and the circulars / directions / notifications issued by therein.
All appointments of Directors are made in accordance with the relevant provisions of the Act, the SEBI Listing Regulations, and other laws, rules, guidelines as may be applicable to the Company. The Nomination and Remuneration Committee (“NRC”) exercises due diligence inter-alia to ascertain the ‘fit and proper' person status of person proposed to be appointed on the Board of Directors of the Company, and if deemed fit, recommends their candidature to the Board of Directors for consideration.
During the year under review, there following changes took place in the composition of Board of Directors and Key Managerial Personnel:
Date
|
Director Name
|
Position
|
Change Type
|
Notes
|
09/12/2023
|
Jagjit Singh Dhillon
|
Managing Director
|
Appointment
|
Mr. Jagjit Singh Dhillon was already director of the Company since 22/12/2017 and was appointed as Managing Director w.e.f. 09/12/2023
|
09/12/2023
|
Harbhajan Singh Thethi
|
Whole-time Director anc Chairman
|
Appointment
|
-
|
07/12/2023
|
Jay Kumar Shaw
|
Additional Independent Director
|
Appointment
|
—
|
07/12/2023
|
Chetna Gupta
|
Additional Independent Director
|
Appointment
|
—
|
30/09/2023
|
Dibya Prasad
|
Independent Director
|
Appointment
|
-
|
30/09/2023
|
Vinay Chowdhary
|
Independent Director
|
Appointment
|
-
|
07/12/2023
|
Dibya Prasad
|
Independent Director
|
Resignation
|
The Independent Director tendered its resignation due to pre-occupation and other personal commitments
|
07/12/2023
|
Vinay Chowdhary
|
Independent Director
|
Resignation
|
The Independent Director tendered its resignation due to pre-occupation and other personal commitments
|
07/12/2023
|
Jagjit Singh Dhillon
|
Chief Financial Officer
|
Appointment
|
|
07/12/2023
|
Heenal Hitesh Rathod
|
Company Secretary Compliance Officer
|
Appointment
|
-
|
In accordance with the provisions of Section 152(6) of the Companies Act, 2013 Mrs. Navneet Kaur (DIN: 07980468) Non-Executive Director of the Company shall retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offers herself for re-appointment. A brief profile of Mrs. Navneet Kaur has been included in the Notice convening the ensuing Annual General Meeting of the Company.
Pursuant to the provisions of Section 149, 152, and other applicable provisions of the Companies Act, 2013 (the "Act"), and the Rules made thereunder, Mr. Jay Kumar Shaw (DIN: 09627535) and Ms. Chetna Gupta (DIN: 02212440) were appointed as an Additional Independent Directors on the Board of Directors of the Company w.e.f. 7th December, 2023 and their term of appointment is due for regularization at the forthcoming Annual General Meeting as an Independent Director of the Company, to hold office for a term of 5 years, commencing from 7th December, 2023 to 6th December, 2028 subject to the approval of shareholders in the ensuing AGM.
DECLARATION BY INDEPENDENT DIRECTORS
To bring more experience to the Board, your Company has appointed Mr. Jay Kumar Shaw and Ms. Chetna Gupta as Independent Directors of the Company. All Independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Act and Regulations 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”). The Independent Directors have also confirmed that they have complied with the Company's Code of Conduct. The Board opined and confirm, in terms of Rule 8 of the Companies (Accounts) Rules, 2014 that the Independent Directors are persons of high repute, and integrity and possess the relevant expertise and experience (including proficiency) in their respective fields.
FAMILIRIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Independent Directors of your company were familiarized with the industry in which your company operates, the company's business model and its operations in order to give them an insight into the Company's business and its functioning. The Independent directors were also familiarized with their functioning roles rights and responsibilities as Independent Directors. Details of how the familirization programmes imparted to Independent Directors is available on the company's website at www.associatedcoaters.in.
BOARD COMMITTEES:
The Board of Directors, in compliance with the requirements of various laws applicable to the Company and for operational convenience, has constituted several committees to deal with specific matters and has delegated powers for different functional areas to different committees. The Board of Directors has constituted Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee and Internal Complaint Committee.
The details of the Board Committees of your Company are as follows:
Audit Committeef“AC”)
The Audit Committee and terms of reference of the Audit Committee are in compliance with the provisions of Section 177 and Regulation 18 of Companies Act, 2013 and SEBI (LODR), 2015 respectively. All members of the Audit Committee are financially literate and have accounting or related financial management expertise. The Audit Committee consists of the following members:
Sr no.
|
Name of Director
|
Designation
|
Category of Director
|
1.
|
Mr. Jagjit Singh Dhillon
|
Member
|
Managing director
|
2.
|
Ms. Chetna Gupta
|
Chairperson
|
Independent Director
|
3.
|
Mr. Jay Kumar Shaw
|
Member
|
Independent Director
|
Nomination and Remuneration Committee (“NRC”)
The Nomination and Remuneration Committee and the terms of reference of the Nomination and Remuneration Committee are in compliance with the provisions of Section 178 and Regulation 19 of Companies Act,2013 and SEBI (LODR), 2015 respectively. The Nomination and Remuneration Committee consists of the following
members:
Sr no.
|
Name of Director
|
Designation
|
Category of Director
|
1.
|
Mrs. Navneet Kaur
|
Member
|
Non-Executive Director
|
2.
|
Ms. Chetna Gupta
|
Chairperson
|
Independent Director
|
3.
|
Mr. Jay Kumar Shaw
|
Member
|
Independent Director
|
Stakeholder Relationship Committee(“SRC”)
The terms of reference of the Stakeholders Relationship Committee are in compliance with the provisions of Section 178 and regulation 20 of Companies Act, 2013 and SEBI (LODR), 2015 respectively..The Stakeholders Relationship Committee consists of the following members:
Sr no.
|
Name of Director
|
Designation
|
Category of Director
|
1.
|
Mrs. Navneet Kaur
|
Member
|
Non-Executive Director
|
2.
|
Mr. Jagjit Singh Dhillon
|
Member
|
Managing Director
|
3.
|
Mr. Jay Kumar Shaw
|
Member
|
Independent Director
|
Risk Management Committee(“RMC”)
The terms of reference of the Risk Management Committee are in compliance with the regulation 21 of SEBI (LODR) 2015. The Risk Management Committee consists of the following members:
Sr no.
|
Name of Director
|
Designation
|
Category of Director
|
1.
|
Ms. Chetna Gupta
|
Member
|
Independent Director
|
2.
|
Mr. Jagjit Singh Dhillon
|
Member
|
Managing Director
|
3.
|
Mr. Jay Kumar Shaw
|
Member
|
Independent Director
|
Internal Complaint Committee(“ICC”)
The Internal Complaint Committee has been made under Sexual Harassment Of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013.The Internal Complaint Committee consists of the following members:
Sr no.
|
Name of Director
|
Designation
|
Category of Director
|
1.
|
Mrs. Navneet Kaur
|
Presiding Officer
|
Non-Executive Director
|
2.
|
Mr. Anupam Naskar
|
Member
|
NA
|
3.
|
Mr. Biswanath Chatterjee
|
Member
|
NA
|
4.
|
Mrs. Aditi Kohli
|
External Member
|
NA
|
MEETINGS OF THE BOARD OF DIRECTORS, AUDIT COMMITTEE, NOMINATION AND REMUNERATION COMMITTEE, AND INTERNAL COMPLAINT COMMITTEE
During the financial year 2023-2024, 16 (Sixteen) Meetings of the Board of Directors of the Company, 3 (three) meeting of the Audit Committee and 1 (one) meeting of the NRC Committee, 1 (one) meeting of the Independent Directors of the Company, and 1 (one) meeting of Internal Complaint Committee was held.
The details of Board Meetings are given below:
Date
|
Serial Number
|
Board Strength
|
No. of Directors Present
|
19th July, 2023
|
01/2023-2024/BM
|
2
|
2
|
28th July, 2023
|
02/2023-2024/BM
|
2
|
2
|
01st August, 2023
|
03/2023-2024/BM
|
3
|
2
|
21st August, 2023
|
04/2023-2024/BM
|
3
|
2
|
01s1 September, 2023
|
05/2023-2024/BM
|
3
|
2
|
08th September, 2023
|
06/2023-2024/BM
|
3
|
2
|
lllh September, 2023
|
07/2023-2024/BM
|
3
|
3
|
20th September, 2023
|
08/2023-2024/BM
|
3
|
2
|
29th September, 2023
|
09/2023-2024/BM
|
3
|
2
|
01st October, 2023
|
10/2023-2024/BM
|
4
|
3
|
23rd October, 2023
|
11/2023-2024/BM
|
4
|
3
|
07th December, 2023
|
12/2023-2024/BM
|
2
|
2
|
13th December, 2023
|
13/2023-2024/BM
|
5
|
4
|
22nd December, 2023
|
14/2023-2024/BM
|
5
|
4
|
26th December, 2023
|
15/2023-2024/BM
|
5
|
4
|
15th March, 2024
|
16/2023-2024/BM
|
5
|
5
|
The details of the Audit Committee Meeting are given below:
Date
|
Serial Number
|
Committee Strength
|
No. of Members Present
|
13th December, 2023
|
01/2023-2024/AC
|
3
|
3
|
26th December, 2023
|
02/2023-2024/AC
|
3
|
3
|
15th March, 2024
|
03/2023-2024/AC
|
3
|
3
|
The details of the Nomination and Remuneration Committee Meeting are given below:
Date
|
Serial Number
|
Committee Strength
|
No. of Directors Present
|
22nd December, 2023
|
01/2023-2024/NRC
|
3
|
2
|
The details of the Internal Complaint Committee Meeting are given below:
Date
|
Serial Number
|
Committee Strength
|
No. of Directors Present
|
15th March, 2024
|
01/2023-2024/ICC
|
4
|
4
|
The attendance of each Director at the Board Meetings is mentioned below:
Name of Member
|
Attendance during 2023-2024
|
Mr. Jagjit Singh Dhillon
|
16
|
Mr. Harbhajan Singhthethi
|
4
|
Ms. Chetna Gupta
|
2
|
Mr. Jay Kumar Shaw
|
3
|
Mrs. Navneet Kaur
|
16
|
The attendance of each Member at the Audit Committee Meetings is mentioned below:
Name of Member
|
Attendance during 2023-2024
|
Mr. Jagjit Singh Dhillon
|
3
|
Ms. Chetna Gupta
|
3
|
Mr. Jay Kumar Shaw
|
3
|
The attendance of each Member at the NRC Committee Meetings is mentioned below:
Name of Member
|
Attendance during 2023-2024
|
Mrs. Navneet Kaur
|
1
|
Ms. Chetna Gupta
|
1
|
Mr. Jay Kumar Shaw
|
Absent
|
The attendance of each Member at the Internal Complaint Committee Meetings is mentioned below:
Name of Member
|
Attendance during 2023-2024
|
Mrs. Navneet Kaur
|
1
|
Mr. Anupam Naskar
|
1
|
Mr. Biswanath Chatterjee
|
1
|
Mrs. Aditi Kohli
|
1
|
DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that:
(a) . in the preparation of the annual accounts for the year ended 31st March, 2024 the Company has
followed the applicable accounting standards and there are no material departures from the same;
(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 as at 31st March, 2024 and of the profit and loss 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 Company had 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 are adequate and operating effectively.
BOARD EVALUATION
During the period under review, provisions of Section 134(3)(p) of the Act read with Rule 8(4) of the Companies (Accounts) Rules, 2014, and the Listing Regulations were not applicable to the Company, hence the annual evaluation process of the Board and its Committees were not conducted.
COMPLIANCE WITH APPLICABLE SECRETARIAL STANDARDS
During the period under review, your Company has followed the applicable Secretarial Standards, relating to the meeting of the Board of Directors (SS-1) and the General Meetings (SS-2), issued by the Institute of Company Secretaries of India (ICSI) and mandated as per the provisions of Section 118 (10) of the Act.
NOMINATION AND REMUNERATION COMMITTEE
On December 13, 2023, your Company had constituted the Nomination and Remuneration Committee and the terms of reference of the Nomination and Remuneration Committee are in compliance with the provisions of Section 178 of the Act and Regulation 19 of the Listing Regulations.
The Nomination and Remuneration Policy of your Company contains the guidelines on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director, and other matters provided under Section 178(3) of the Act. The Policy on Nomination and Remuneration for the Board and Senior Officials is available on the website of the Company at www.associatedcoaters.in.
COMPANY’S POLICY RELATING TO DIRECTOR’S APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES
As per the provisions of Section 178(3) and Section 134 (3) (e) of the Act, on recommendation of the Nomination and Remuneration Committee (NRC), the Board has framed a Nomination and Remuneration Policy which lays down a framework in relation to appointment and remuneration of Directors, Key Managerial Personnel and the other employees and their remuneration. The policy is directed towards a compensation philosophy and structure that will reward and retain talent and provides for a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals. The Nomination and Remuneration Policy is available on the Company's website at www.associatedcoaters.in
CORPORATE SOCIAL RESPONSIBILITY
Provisions relating to Section 135 of the Companies Act, 2013 doesn't apply to the Company for the year ended 31st March, 2024.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY
There are no material changes or commitments affecting the financial position of the Company between the end of the period to which this financial statement relates and the date of this Report.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186
No Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 has been given, provided or made during the year under review.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
The Company has adequate policies and procedures for the identification and monitoring of Related Party Transactions. All the transactions entered into with the Related Parties during the year under review were on an arm's length basis and were in the ordinary course of business. The Company presented all Related Party Transactions before the Board for their approval specifying the nature, value, and terms and conditions of the transaction.
All the related party transactions are presented to the Board for their approval. Disclosure in Form AOC-2 is enclosed herewith as “Annexure - B”. Your attention is drawn to the related party disclosure made in the note contained in the financial statements of the Company reporting, approval and disclosure processes are in place for all transactions between the Company and the Related Parties. The policy is available on the website of the Company at www.associatedcoaters.in.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:
Particulars required under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014
[A] Conservation Of Energy:
The Company has been continuously making efforts to reduce energy consumption. The management is striving to achieve cost reduction by economical usage of energy.
(a) . The Steps were taken or impact on the conservation of energy
Your Board is committed to the conservation of energy and for this purpose initiatives towards installation of Solar Panels are being organized by the Company. The use of Solar Panels can reduce electricity usage by generating electricity during the day.
(b) . Steps taken by the Company for utilizing an alternate source of energy
No alternative source of energy was used during the period under review.
(c) . Capital investment in energy conservation equipment:
The Company has not made any capital investment at this stage.
[B] Technology Absorption:
Your company is continuously endeavoring to upgrade its technology from time to time in all aspects primarily aiming at reduction of cost of production and improving the quality of the product.
i- The efforts made toward technology absorption: Nil
ii. The benefits derived like product improvement, cost reduction, product development or import substitution: Nil
iii. iln case of imported technology (imported during the last three years reckoned from the beginning of the financial year): Nil
iv. The expenditure incurred on Research and Development: Nil
[C] Foreign Exchange Earnings and Outgo:
The company has not incurred any foreign outgo during the reporting period. Further,the company aims to monitor and review its international dealings as part of its regular financial oversight to ensure that any future foreign outgo is properly documented and reported.
STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY
Your Company has in place a mechanism to identify, assess, monitor, and mitigate various risks to key business objectives that may threaten the existence of the Company. Major risks identified by the various functions are documented along with appropriate mitigating controls on a periodic basis. The policy is available on the website of the Company at www.associatedcoaters.in.
CONSOLIDATED FINANCIAL STATEMENTS
The Company does not have any subsidiaries so there is no need to prepare consolidated financial statements for the year 2023-2024.
DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNAL IMPACTING THE GOING CONCERN STATUS & COMPANY’S OPERATION IN FUTURE
During the period under review, the Company has not received any significant orders/ material orders passed by any of the Regulators/ Courts/ Tribunals impacting the Going Concern status of the Company and its operations in the future.
VIGIL MECHANISM POLICY
The Company is committed to maintaining an ethical workplace that facilitates the reporting of potential violations of the Company's policies and the applicable laws. To promote the highest ethical standards, the Company encourages its employees who have concern(s) about any actual or potential violation of the legal & regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc. any claim of theft or fraud, and any claim of retaliation for providing information to or otherwise assisting the Audit Committee, to come forward and express his/her concern(s) without fear of punishment or unfair treatment. Pursuant to the provisions of the Act and the Listing Regulations, the Company has established a robust Vigil Mechanism for Directors and Employees to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Company's Code of Conduct. The Whistle Blower Policy/Vigil Mechanism provides that the Company investigates in such incidents, when reported, in an impartial manner and shall take appropriate action as and when required to do so. The Whistle Blower Policy/ Vigil Mechanism Policy of the Company is available on the website at www.associatedcoaters.in.
DEPOSITS
During the period under review, the Company has not accepted any deposits within the meaning of Sections 73 and 74 of the Act read with Companies (Acceptance of Deposit) Rules, 2014.
INVESTOR GRIEVANCE REDRESSAL POLICY
Your Company has adopted an internal policy for Investor Grievance handling, reporting and Redressal of the same.
ANNUAL RETURN
The Annual Return of your Company as on March 31, 2024, in the Form MGT-7 in accordance with Section 92(3) and 134(3)(n) of the Act as amended from time to time and the Companies (Management and Administration) Rules, 2014 shall be available on the website of the Company at www.associatedcoaters.in.
COST RECORDS
The provisions of Section 148 of the Act regarding the maintenance of Cost records are not applicable to your Company.
INTERNAL FINANCIAL CONTROL
Your Company has an adequate system of Internal Financial Control commensurate with its size and scale of operations, procedures, and policies, ensuring the efficient and orderly conduct of its business, including adherence to the Company's policy, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information. Based on the assessment carried out by the Management and the evaluation of the results of the assessment, the Board is of the opinion that the Company has an adequate Internal Financial Control System that is operating effectively during the period under review. There were no instances of fraud that necessitates reporting of material misstatements to the Company's operations.
REGISTRAR AND SHARE TRANSFER AGENT
During the Financial Year 2023-24, your Company has appointed Bigshare Services Private Limited as the Registrar and Transfer Agent of your Company.
REMUNERATION OF DIRECTORS. KEY MANAGERIAL PERSONNEL & SENIOR MANAGEMENT
The remuneration paid to the Directors, Key Managerial Personnel, and Senior Management is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act. Particulars of Employees as required under Section 197(12) of the Act and other disclosures as per Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are annexed as “Annexure C”.
DISCLOSURE REGARDING THE ISSUE OF EMPLOYEE STOCK OPTIONS
The Company does not have any Employee Stock Option Scheme/ Plan.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OTHER THAN THOSE REPORTABLE TO THE CENTRAL GOVERNMENT
During the period under review, there have been no frauds reported by the Statutory Auditors of the Company under sub-section (12) of Section 143 of the Act.
APPLICATION MADE OR ANY PROCEEDING PENDING UNDER IBC, 2016
During the period under review and till the date of this Report, your Company has neither made any application against anyone nor any proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016.
DETAILS OF THE DIFFERENCE BETWEEN THE 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
The Company has no application ever made for One Time Settlement (OTS) with any bank or financial institution.
M/s. JMP Associates, Chartered Accountants, (FRN NO. 324235E) having their office at 5, Raja Subodh Mallick Square, 2nd Floor, Kolkata - 700013 have been appointed as the Statutory Auditor of the Company by the shareholders in the Annual General Meeting for the F.Y 2022-23 for a period of five years to hold the office till the conclusion of the Annual General Meeting for F.Y 2027-28.
The Report given by the Statutory Auditors on Standalone Financial Statements of the Company for the period under review forms part of the Annual Report. There are no observations (including any qualifications, reservations, adverse remarks, or disclaimers) of the Auditors in the Audit Report. Further, the notes to the accounts referred to in the Auditor's Report are self-explanatory.
EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTISING COMPANY SECRETARY IN THEIR REPORTS
There are no qualifications, reservations or adverse remarks made by the Statutory Auditors in their Report. SECRETARIAL AUDITORS
The provisions of Section 204 of the Act are not applicable to your Company for the period under review. CORPORATE GOVERNANCE
Since your Company's Equity shares are listed on the SME Platform of BSE Limited and therefore, the provisions of Corporate Governance Provisions under SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 are not applicable to the company.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prohibition of Insider Trading (the ‘Code') in accordance with the requirements of SEBI (Prohibition Of Insider Trading), Regulations, 2015, with a view to regulate trading in securities by the Board Of Directors and Employees of the Company, their immediate relatives and other insiders as defined in the Code. Also, during the period of closure of the trading window, no Employees/Designated Person is permitted to trade with or without pre-clearance in securities of restricted companies as informed by the Secretarial Department, from time to time. Timely disclosures are made to the Stock Exchange by the Company. No Employees/ Designated Person is permitted to communicate, provide or allow access to any Unpublished Price Sensitive Information relating to Company, its securities or any other company (listed or proposed to be listed), to any person except where such communication is for furtherance of legitimate purpose, Performance of duties or discharge of legal obligations. The company periodically monitors and facilitates compliance with the SEBI (Prohibition Of Insider Trading) Regulations, 2015.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013
The Company is committed to provide conducive environment in which all individuals are treated with respect and dignity and promote a gender sensitive and safe work environment. Accordingly, the Board of Directors of the Company adopted a “Policy for Prevention of Sexual Harassment of Women at workplace” and also constituted an Internal Complaint Committee, in compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.
Your Directors further state that during the year under review, there were no cases filed pursuant to the Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. The policy adopted by the company for the prevention of sexual harassment is available on the Company's Website at www.associatedcoaters.in.
ACKNOWLEDGEMENT
The Board places on record its gratitude to the government and regulatory authorities including the Bombay Stock Exchange and the correspondent banks for their support. The Board acknowledges the support of the shareholders and also places on record its sincere thanks to its valued client for its continued patronage. The Board also appreciates of all employees of the Company for their sincere work and commitment.
For and on behalf of the Board of Directors
SD/- SD/-
Jagjit Singh Dhillon Harbhajan Singh Thethi
Managing Director Whole Time Director
DIN:07980441 DIN:10416459
Address: 197, Diamond Harbour Road , Address: 199, Diamond Harbour
Kolkata 700034, West Bengal Mandal Para, Kolkata 700034, West Bengal
Date: 09.08.2024 Place: Kolkata
|