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ASSOCIATED COATERS LTD.

21 January 2025 | 12:00

Industry >> Aluminium - Extrusions

Select Another Company

ISIN No INE0RIQ01013 BSE Code / NSE Code 544183 / ASSOCIATED Book Value (Rs.) 14.98 Face Value 10.00
Bookclosure 12/09/2024 52Week High 373 EPS 7.45 P/E 22.41
Market Cap. 22.58 Cr. 52Week Low 122 P/BV / Div Yield (%) 11.15 / 0.00 Market Lot 500.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2024-03 

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