Your Directors take pleasure in presenting the 10th Annual Report on the operational and financial performance of Creative Graphics Solutions India Limited, formerly known Creative Graphics Solutions India Private Limited ("the Company") together with the Audited Financial Statements for the financial year ended 31st March, 2024.
1. FINANCIAL HIGHLIGHTS- AT A GLANCE Overall Performance of your Company
Your company showed improved performance in Financial Year 2023-2024 as the Net profits of your Company, on standalone basis, has gone up from Rs. 8,64,15,000/- in the Financial Year 2022-2023 to Rs. 10,53,33,000/- in the Financial Year 2023-2024. The net Profits of your Company, on consolidated basis, has gone up from Rs. 8,64,15,000/- in the Financial Year 2022-2023 to 10,80,65,000/- in the Financial Year 2023-2024.
The Company's financial performance for the year ended March 31, 2024 is summarized below:
PARTICULARS
|
Standalone
|
Consolidated
|
2023-2024
|
2022-2023
|
2023-2024
|
2022-2023
|
Income from Business Operations
|
9,22,101
|
9,01,356
|
13,15,880
|
9,01,356
|
Other Income
|
33,094
|
16,479
|
38,893
|
16,479
|
Total Income
|
9,55,195
|
9,17,835
|
13,54,773
|
9,17,834
|
Less: Expenditure except Depreciation
|
7,81,418
|
7,67,717
|
11,64,134
|
7,67,717
|
Profit/Loss before Depreciation and Tax
|
1,73,777
|
1,50,117
|
1,90,639
|
1,50,117
|
Less: Depreciation
|
31,090
|
30,305
|
44,375
|
30,305
|
Profit/Loss before Tax
|
1,42,687
|
1,19,812
|
1,46,264
|
1,19,812
|
Less: Tax Expense
|
43,072
|
32,597
|
43,077
|
32,597
|
Add: Deferred Tax Asset
|
5,718
|
-800
|
4,876
|
-800
|
Add: MAT Credit Entitlement
|
0.00
|
0.00
|
0.00
|
0.00
|
Less: Prior Period Taxes
|
0.00
|
0.00
|
0.00
|
0.00
|
Net Profit/ Loss after tax
|
1,05,333
|
86,415
|
1,08,063
|
86,415
|
Add: Other Comprehensive Income
|
0.00
|
0.00
|
0.00
|
0.00
|
Net Profit/Loss for the period
|
1,05,333
|
86,415
|
1,08,063
|
86,415
|
Earnings per share:
|
|
|
|
|
Basic
|
12
|
115
|
13
|
115
|
Diluted
|
12
|
115
|
13
|
115
|
2. RESULTS OF OPERATIONS & STATE OF COMPANY'S AFFAIRS UNDER SECTION 134(3)(i) OF THE COMPANIES ACT, 2013
During the year under review, the total revenue from operations was Rs. 92,21,01,000/- on standalone basis as compared to the last year's revenue 90,13,56,000/- on standalone basis. Earning before Tax (EBT) for the period is Rs. 14,26,87,000/- as compared to Rs. 11,98,12,000/-of last fiscal. Earning after Tax (EAT), on standalone basis, stood at Rs. 10,53,33,000/- as compared to Rs.8,64,15,000 /- of last fiscal and EPS stood at Rs 12.00 as compared to Rs. 115.00 of last financial year.
The Profit after Tax of your Company, on consolidated basis, has gone up from Rs. 8,64,15,000/- in the Financial Year 2022-2023 to Rs. 10,80,65,000/- in the Financial Year 2023-2024 and EPS, on consolidated basis, stood at Rs. 115 as compared to Rs. 13 of last financial year.
3. DIVIDEND UNDER SECTION 134(3)(k) OF THE COMPANIES ACT, 2013
With a view to conserve the resources for future prospect and growth of the Company, the Board of Directors of the Company have not recommended any dividend on equity shares for the financial year ended 31st March, 2024.
4. INDIAN ACCOUNTING STANDARDS
As per the requirements of notification dated 16th February, 2015 issued by the Ministry of Corporate Affairs (MCA), Standalone as well as Consolidated Financial Statements of the Company for the Financial Year 2023-24 have been prepared as per IND AS requirements.
5. TRANSFER TO RESERVE UNDER SECTION 134(3)(j) OF THE COMPANIES ACT, 2013
The Board proposes no amount to transfer to the reserves and no amount is proposed to be retained in surplus.
6. SHARE CAPITAL
AUTHORIZED SHARE CAPITAL
As on 31st March, 2024, the Authorized Equity Share Capital of the Company stands at
25.00. 00.000/- divided into 2,50,00,000 Equity Shares of Rs. 10/- each.
ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL
The Issued, Subscribed and Paid-Up Equity Share Capital of the Company as on 31st March, 2024 stands at Rs. 17,88,60,000/ - divided into 1,78,86,000 Equity Shares of Rs. 10/- each.
During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on 31st March, 2024, none of the Directors of the Company hold instruments convertible into equity shares of the Company.
CHANGES IN SHARE CAPITAL DURING THE YEAR:
During the year under review:
(a) At Extra Ordinary General Meeting (EOGM) held on 6th October, 2023, the Company increased its authorized Capital from Rs. 1,50,00,000/- (One Crore fifty lakh) divided into 15,00,000 (Fifteen Lakh) Equity shares of Rs. 10/- each to Rs.
25.00. 00.000/- (Twenty-Five Crore) divided into
2.50.00. 000/- (Two Crore Fifty Lakhs) of Rs.10/-each by creation of 2,35,00,000 (Two Crore Thirty-Five Lakh) new equity shares of Rs. 10/- each ranking Pari passu with the existing shares of the Company.
(b) The Company has allotted 7,50,000 Bonus Equity Shares of face value of Rs.10 per equity share in the ratio of 1:1 i.e. for every one equity share held, one bonus equity shares were allotted on 19th May, 2023
(c) The Company has allotted 1,26,000 Equity Shares of face value of Rs.10 per equity share including Rs. 590/- premium through Private Placement on 26th Oct, 2023
(d) The Company has allotted 1,62,60,000 Bonus Equity Shares of face value of Rs.10 per equity share in the ratio of 10:1 i.e. for every one equity share held, ten bonus equity shares were allotted on 26th Oct, 2023.
7. DEMATERIALISATION OF EQUITY SHARES:
As on 31st March, 2024, 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 Company is INE0R7401011.
8. CHANGE OF NAME:
Consequent upon the conversion of the Company from private limited company into public limited company, the name of the Company has been changed to "Creative Graphics Solutions India Limited" with effect from 24th August, 2023 and fresh Certificate of Incorporation dated 24th August, 2023 has also been issued by the Registrar of Companies, Delhi.
9. CHANGE IN NATURE OF BUSINESS:
During the year under review, the Company has passed Special Resolutions at the Extra Ordinary General Meeting of members of the Company held on 4th August, 2023 for approval of the conversion of Private Limited Company into a Public Limited Company, Alteration of Name Clause, Object Clause & Liability Clause and adoption of new set of Articles of Association in the interest of the Company and its stakeholders.
10. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Since there was no unpaid/unclaimed Dividend as company has not declared any dividend in the past, so the provisions of Section 125 of the Companies Act, 2013 do not apply on the Company.
11. PUBLIC DEPOSITS
During the year under review, your Company has not accepted/renewed any public deposits under Section 73 of the Act read with Companies (Acceptance of Deposits) Rules, 2014 and as such, no amount of principal or interest was outstanding as of the Balance Sheet date. There were no unclaimed deposits at the end of Financial Year i.e. 31st March, 2024.
12. SUBSIDIARY / ASSOCIATE/ JOINT VENTURES COMPANIES OF THE COMPANY
The Company has acquired 10,000 equity shares of M/s. Wahren India Private Limited, constituting 100% of the total paid-up equity share capital on 30th September, 2023.
The Company has acquired 10,000 equity shares of M/s. Creative Graphics Premedia Private Limited, constituting 100% of the total paid-up equity share capital on 30th September, 2023.
Accordingly, M/s. Wahren India Private Limited and M/s. Creative Graphics Premedia Private Limited has become two wholly owned Subsidiaries Company of the Company with effect from 30th September, 2023 within the meaning of Section 2(87) of the Companies Act, 2013 ("Act")
Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Company's subsidiary is mentioned in Form AOC-1 is marked as "Annexure-I" and forms part of this report.
13. REVISION OF FINANCIAL STATEMENT
There was no revision of the financial statements, of the Company for the year under review.
14. MANAGEMENT DISCUSSION & ANALYSIS REPORT
The Management Discussion and Analysis Report, on the Company's current working and future outlook, as required under Regulation 34(2)(e) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is provided in a separate section and forms an integral part of this Report and is annexed as Annexure - II.
15. CORPORATE GOVERNANCE REPORT:
The Corporate Governance Report, as required under Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015 ("SEBI Listing Regulations"), is not applicable to our Company due to the exemption provided under Regulation 15(2) of SEBI Listing Regulations. The shares of the Company are listed on SME Emerge Platform of National Stock Exchange of India Limited.
16. ANNUAL SECRETARIAL COMPLIANCE REPORT:
The Annual Secretarial Compliance Report, as required under Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") read with SEBI Circular No.: CIR/CFD/CMD1/27/2019 dated 8th February, 2019, is not applicable to our Company due to the exemption provided under Regulation 15(2) of SEBI Listing Regulations. The shares of the Company are listed on SME Emerge Platform of National Stock Exchange of India Limited.
17. ANNUAL RETURN UNDER SECTION 134(3)(a) OF THE COMPANIES ACT,2013
As required under Section 134(3)(a) of the Companies Act, 2013 the Annual Return for the financial year ended on 31st March 2024 in Form MGT-7 pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014 is put on the Company's website and can be accessed at https://creativegraphics.net.in/home/annual-re-turn/
18. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Composition of the Board:
The Company, being a SME Listed Entity, has proper constitution of Board of Directors. As on 31st March, 2024, our Board comprised of 5 members, consisting of 2 Executive Directors (Promoters) including, 1 Non-Executive & Non-Independent Director and 2 Independent Directors and none of the directors are disqualified under Section 164 of the Companies Act, 2013.
The Independent Directors constitute 1/3rd of the total Board's strength. 1 out of 5 members is a women Director.
The Company complied with the requirement for a woman director on the Board of Directors as is stipulated under Section 149(1) of the Companies Act, 2013.
The following is the Board Composition as on 31st March, 2024:
DIN
|
Name of Directors
|
Designation
|
03118826
|
Mr. Deepanshu Goel
|
Managing
Director
|
06777690
|
Mrs. Sarika Goel
|
Executive
Director
|
10342805
|
Mr. Gaurav Arora
|
NonExecutive & NonIndependent Director
|
08142779
|
Mr. Nikhil Rungta
|
Independent
Director
|
10342806
|
Mr. Puneet Sharma
|
Independent
Director
|
Change In Directors /Key Managerial Personnel During the Year
The details about the changes in Directors or Key Managerial Personnel by way of Appointment, Re-designation, Resignation, Death, Dis-qualifica-tion, variation made or withdrawn etc. are as follows:
Sl.
No.
|
Name
|
Designa
tion
|
Appoint
ment
|
Resigna
tion
|
1
|
Mr. Deepanshu Goel*
|
Managing
Director
|
30.09.2023
|
|
2
|
Mr. Tanul Goel
|
Director
|
17.07.2023
|
07.10.2023
|
3
|
Mr. Gaurav Arora
|
Director
|
06.10.2023
|
|
4
|
Mr. Nikhil Rungta
|
Independent
Director
|
16.10.2023
|
|
5
|
Mr. Puneet Sharma
|
Independent
Director
|
16.10.2023
|
|
6
|
Mr. Hemant Upadhyay
|
Chief
Financial
Officer
|
28.09.2023
|
24.05.2024
|
7
|
Mr. Sanjay Sakalley
|
Chief
Executive
Officer
|
28.09.2023
|
|
8
|
Mr. Rohit Srivastava
|
Company Secretary & Compliance Officer
|
11.09.2023
|
26.02.2024
|
9
|
Ms. Puja
Arora
Mehrotra
|
Company Secretary & Compliance Officer
|
06.03.2024
|
|
10
|
Mr. Pulkit Agrawal
|
Chief
Financial
Officer
|
24.05.2024
|
|
* Re-designated pursuant to the special resolutions passed by the members of the Company at their Annual General Meeting held on 30.09.2023.
The Board places on record its appreciation for the services rendered by Mr. Rohit Srivastava who resigned from the office of Company Secretary & Compliance officer. The composition of the Board of Directors of the Company is in compliance with the applicable norms.
19. RETIREMENT BY ROTATION
Pursuant to Section 149(13) of the Companies Act, 2013, the independent directors are not liable to retire by rotation. Further Section 152(6) of the Companies Act, 2013 stipulates that 2/3rd of the total number of directors of the public company should be liable to retire by rotation and out of such directors, 1/3rd should retire by rotation at every Annual General Meeting of the company.
Mrs. Sarika Goel (DIN: 06777690) Director will be retiring by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment. The Board recommends her re-appointment to the Board of Directors the Company at the ensuing Annual General Meeting (AGM).
The details of Directors being recommended for appointment / re-appointment as required under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is contained in the accompanying Notice convening ensuing Annual General Meeting of the Company.
20. BOARD MEETINGS HELD DURING THE YEAR UNDER REVIEW:
The Board meets at regular intervals to discuss and decide on Company / Business policies and strategies apart from other regular Board meetings agendas. Agenda along with Notes on Agenda and Agenda papers are circulated to the Directors, in advance, for facilitating meaningful and focused discussions at the meeting. During the Financial Year ended 31st March, 2024, the Board of Directors of the Company met twenty-five (25) times i.e. on
24.04.2023, 24.04.2024, 13.05.2023,19.05.2023,
13.07.2023, 14.07.2023, 17.07.2023, 27.07.2023,
31.07.2023, 10.08.2023, 29.08.2023, 02.09.2023,
05.09.2023, 28.09.2023, 02.10.2023, 07.10.2023,
17.10.2023, 26.10.2023, 26.10.2023, 27.10.2023,
12.02.2024, 20.02.2024, 05.03.2024, 06.03.2024,
19.03.2024, The maximum gap between two meetings was not more than 120 days. The requisite quorum was present at all the Meetings.
21. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF COMPANIES ACT, 2013
The Company has received the Declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed under the provisions of Section 149(6) of the Companies Act, 2013 read with the Code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013 and Regulations 16(1)(b) and 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).
22. OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF INDEPENDENT DIRECTORS:
The Board of Directors of our Company are of the opinion that the Independent Directors of the Company are persons of integrity and possess the relevant expertise, appropriate skills, experience and knowledge in one or more fields like accounts, finance, audit, information technology, general administration, business strategy, investment banking and Company Law.
Pursuant to the requirements of Section 150 of the Companies Act, 2013 read with Rules 6(1), 6(2) & 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors of the Company have registered their names in the Data Bank maintained by the Indian Institute of Corporate Affairs, Manesar ("IICA") and will comply with Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014 regarding passing of online proficiency self-assessment test conducted by IICA within the prescribed time.
23. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:
Pursuant to the provisions of Regulation 25(7) of Listing Regulations, 2015, the Board has framed a policy to familiarize Independent Directors about the Company. The same can be assessed at https://creativegraphics.net.in/home/wp-con-tent/loads/2024/03/7.-Policy-for-Familiarisation-Pr ogramme-for-Independent-Directors.pdf
24. INDEPENDENT DIRECTORS' MEETING:
As per Schedule IV of the Companies Act, 2013 and the Rules framed thereunder read with Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors of the Company shall hold at least one meeting in a year, without the attendance of Non-Independent Directors. At such meetings, the Independent Directors shall (i) review the performance of Non-Independent Directors and the Board as a whole, (ii) review the performance of Chairman of the Company after taking into account views of Executives and Non-Executive Directors and (iii) assess the quality, quantity and timeliness of flow of information between the Company's management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
During the year under review, meeting of the Independent Directors of the Company was held on 23th March, 2024. All the Independent Directors were present at the said meeting.
25. ANNUAL PERFORMANCE EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
The Nomination and Remuneration Policy of the Company empowers the Nomination and Remuneration Committee of the Company to formulate a process for evaluating the performance of Directors, Committees of the Board and the Board as a whole.
Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the process for evaluation of the performance of the Board of Directors as a whole, its Committees and Individual Directors was initiated by the Nomination and Remuneration Committee.
The Board has carried out the performance evaluation of its own, individual directors and its Committees including Chairman of the Board on the basis of attendance, contribution, experience, expertise, performance of specific duties & obligations and various criteria as recommended by the Nomination and Remuneration Committee of the Company and has also evaluated the fulfillment of independence criteria of the Independent Directors as specified under Section 149(6) of the Companies Act, 2013 and under Regulation 25(8) of the SEBI Listing Regulations and their independence from the management. The Directors expressed their satisfaction over the evaluation process.
The Board evaluation was conducted through questionnaire having qualitative parameters and feedback based on ratings
26. COMMITTEES OF THE BOARD:
The Board Committees are formed with the approval of Board of Directors of the Company ("Board") for dealing with specific areas and activities. These Committees have their respective Charters and play an important role in the overall management and governance of the Company. The Board Committees meet at regular intervals and take necessary steps to perform their duties entrusted by the Board.
The Board of Directors of the Company has constituted the following Committees:
A. Audit Committee
B. Nomination and Remuneration Committee
C. Stakeholders Relationship Committee
A. AUDIT COMMITTEE:
In compliance with Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has constituted the Audit Committee of the Company on 26th October, 2023
The composition of Audit Committee is in alignment with the provisions of Section 177 of the Companies Act, 2013 read with the Rules issued thereunder and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
As on 31st March, 2024, the Audit Committee comprised of 3 Directors, out of which 2 are Independent Directors. All the Members of the Committee are well qualified, experienced and possesses required knowledge of accounts, finance and other comparable experience and background. The Company Secretary of the Company acts as the Secretary to the Committee.
Composition of Audit Committee as on 31st March, 2024:
Name ot
Committee
Members
|
Designation
|
Category ot Director
|
Mr. Nikhil Rungta
|
Chairperson
|
Independent
Director
|
Mr. Puneet
|
Member
|
Independent
|
Sharma
|
|
Director
|
Mrs. Sarika
|
Member
|
Executive
|
Goel
|
|
Director
|
Company Secretary & Compliance Officer of the Company acts as Secretary to the Committee
During the financial year ended 31st March, 2024, the Audit Committee met Two (02) times i.e. on 15th November, 2023 & 5th March, 2024. The maximum gap between two meetings was not more than 120 days. The requisite quorum was present at all the Meetings:
The Terms of Reference of the Audit Committee are broadly as follows:
1. Oversight of the listed entity's financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible;
2. Recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity;
3. Approval of payment to statutory auditors for any other services rendered by the statutory auditor;
4. Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to:
a. matters required to be included in the director's responsibility statement to be included in the board's report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;
b. changes, if any, in accounting policies and practices and reasons for the same;
c. major accounting entries involving estimates based on the exercise of judg ment by management;
d. significant adjustments made in the financial statements arising out of audit findings;
e. compliance with listing and other legal requirements relating to financial statements;
f. disclosure of any related party transactions;
g. modified opinion(s) in the draft audit report;
5. Reviewing, with the management, the quarterly financial statements before submission to the board for approval;
6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency, monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter;
7. Reviewing and monitoring the auditor's independence & performance, and effectiveness of audit process;
8. Approval or any subsequent modification of transactions of the listed entity with related parties;
9. Scrutiny of inter-corporate loans and investments;
10. valuation of undertakings or assets of the listed entity, wherever it is necessary;
11. Evaluation of internal financial controls and risk management systems;
12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
14. Discussion with internal auditors of any significant findings and follow up thereon;
15. Reviewing the findings of any internal investigation by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;
16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;
17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;
18. To review the functioning of the whistle blower mechanism;
19. Approval of appointment of chief financial officer after assessing the qualification, experience and background, etc. of the candidate;
20. Carrying out any other function as is mentioned in the terms of reference of the audit committee.
The audit committee shall mandatorily review the following information:
1. Management discussion and analysis of financial condition and results of operations;
2. Statement of significant related party transactions (as defined by the audit committee), submitted by the management;
3. Management letters / letters of internal control weaknesses issued by the statutory auditors;
4. Internal audit reports relating to internal control weaknesses; and
5. The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee.
6. Statement of deviations:
a) Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1).
b) Annual statement of funds utilized for purposes other than those stated in the offer document/pro-spectus/notice in terms of Regulation 32(7).
Audit& other duties
1. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.
2. Discussion with internal auditors of any significant findings and follow up there on.
3. Review and recommend to the Board the appointment/re-appointment of the Statutory Auditors and Internal Auditors considering their independence and effectiveness and their replacement and removal.
4. To recommend to the Board the remuneration of the Statutory Auditors and internal auditors.
5. To grant approval for related party transactions which are in the ordinary course of business and on an arm's length pricing basis and to review and approve such transactions subject to the approval of the Board.
B. NOMINATION & REMUNERATION COMMITTEE:
In compliance with Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company ("Board") has constituted the Nomination and Remuneration Committee of the Company on 26th October, 2023.
The composition of Nomination and remuneration Committee is in alignment with the provisions of Section 178 of the Companies Act, 2013 read with the Rules issued thereunder and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
As on 31st March, 2024, the Nomination and remuneration Committee comprised of 3 Directors, out of which 2 are Independent Directors.
Nomination and Remuneration Policy:
In accordance with the provisions of Section 178 of the Companies Act, 2013, the Board of Directors of the Company has adopted the Nomination and Remuneration Policy (the "Policy") on the recommendations of the Nomination and Remuneration Committee of the Board. The Policy, inter alia, provides guidelines for the appointment, removal and remuneration of the Directors, Key Managerial Personnel and Senior Management Personnel of the Company.
The said policy can be downloaded from the
weblink:https://creativegraphics.net.in-
/home/wp-content/up-
loads/2024/03/10.-Policy-on-Nomination-Remuner
ation.pdf
Composition of Nomination and Remuneration Committee as on 31st March, 2024:
Name of Committee Members
|
Designation
|
Category of Director
|
Mr. Puneet
|
Chairperson
|
Independent
|
Sharma
|
|
Director
|
Mr. Nikhil
|
Member
|
Independent
|
Rungta
|
|
Director
|
Mr. Gaurav
|
Member
|
Non-
|
Arora
|
|
Executive
Director
|
Company Secretary & Compliance Officer of the Company acts as Secretary to the Committee
The Nomination and Remuneration Committee is responsible for evaluating the balance of skills, experience, independence, diversity and knowledge on the Board and for drawing up selection criteria, ongoing succession planning and appointment procedures for both internal and external appointments.
Meetings of Committee:
During the financial year ended 31st March, 2024, the Nomination and Remuneration Committee met one (01) time i.e. on 5th March, 2024. The requisite quorum was present at the Meetings:
The role of Nomination and Remuneration Committee, inter alia, includes:
1) To recommend to the Board of Directors of the Company the appointment and removal of Directors, Key Managerial Personnel and Senior Management Personnel;
2) To recommend to the Board of Directors of the Company the Remuneration payable to the Directors, Key Managerial Personnel and Senior Management Personnel;
To specify the manner for effective evaluation of performance of Board, its Committees and individual directors to be carried out either by the Board, by the Nomination and Remuneration Committee or by an independent external agency, if any and also to review its implementation and compliance;
To formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board of Directors of the Company the Policy relating to remuneration for Directors, Key Managerial Personnel and other employees;
5) For every appointment of an Independent Director, the Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board of Directors of the Company for appointment as an Independent Director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:
a. use the services of an external agencies, if required;
b. consider candidates from a wide range of backgrounds, having due regard to diversity; and
c. consider the time commitments of the candidates.
6) To formulate the criteria for evaluation of performance of Independent Directors and the Board of Directors of the Company;
7) To devise a policy on diversity of Board of Directors;
8) Ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully;
9) Ensure that the relationship of remuneration to performance is clear and meets appropriate performance benchmarks;
10) Ensure that the remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay, if any, reflecting short and long-term performance objectives appropriate to the working of the Company and its goals;
11) To identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board of Directors their appointment and removal;
12) To ensure that as per the prevailing HR Policy of the Company, there is an appropriate induction program for newly appointed Key Managerial Personnel and Senior Management personnel;
13) To determine whether to extend or continue the term of appointment of the Independent Director on the basis of the report of performance evaluation of Independent Directors;
14) To recommend to the Board of Directors of the Company, all remuneration, in whatever form, payable to Senior Management Personnel;
15) Carrying out any other function as may be required in pursuance of the decision of the Board of Directors of the Company or any provision under the Companies Act, 2013 or SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 or any other applicable law.
C. STAKEHOLDERS' RELATIONSHIP COMMITTEE
In compliance of provisions of Section 178 of Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has constituted Stakeholders Relationship Committee on 26th October, 2023.
As on 31st March, 2024, the Committee comprised of 3 Directors, out of which 2 are Independent Directors.
Composition of Stakeholders Relationship Committee as on 31st March, 2024:
Name of
Committee
Members
|
Designation
|
Category of Director
|
Mr. Puneet Sharma
|
Chairperson
|
Independent
Director
|
Mr. Nikhil Rungta
|
Member
|
Independent
Director
|
Mr. Gaurav Arora
|
Member
|
Non
Executive
Director
|
Company Secretary & Compliance Officer of the Company acts as Secretary to the Committee
Meetings of Committee:
During the financial year ended 31st March, 2024, the Stakeholders Relationship Committee met one (01) time i.e. on 23rd March, 2024. The requisite quorum was present at the Meetings:
The role of Stakeholders Relationship Committee, inter alia, includes:
1) To consider and resolve grievances of the security holders of the Company, including complaints related to the transfer / transmission of shares, non-receipt of annual report, non-receipt of declared dividends, general meetings etc.;
2) To review the measures taken for effective exercise of voting rights by shareholders;
3) To review adherence to the service standards adopted by the Company in respect of various services being rendered by the Registrar & Share Transfer Agent;
4) To review various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company;
5) To allot the Equity Shares of the Company and to supervise the same as and when applicable;
6) To attend to matters relating to dematerialization / rematerialization of shares and issue of duplicate / new certificates on split / consolidation / renewal and all matters incidental or related thereto;
7) To advise the Board of Directors of the Company on matters incidental or relating to issue of Bonus Shares and Rights Shares, etc.;
8) To attend to matters relating to compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Companies Act, 2013 and other statutory requirements concerning the interests of shareholders; and
9) To carry out any other function as may be required in pursuance of the decision of the Board of Directors of the Company or any provision under the Companies Act, 2013 or SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 or any other applicable law.
Redressal of Investor Grievances:
The Company and its Registrar and Share Transfer Agent addresses the complaints and grievances of its shareholders expeditiously and replies are sent within reasonable/prescribed time. The Company endeavors to implement suggestions as and when received from the investors.
D. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR)
In compliance of provisions of Section 135 of Companies Act, 2013 to be read with Rule 5 of The Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board has constituted Corporate Social Responsibility Committee on 26th October, 2023.
As on 31st March, 2024, the Committee comprised of 3 Directors, out of which 2 are Independent Directors.
Composition of Stakeholders Relationship Committee as on 31st March, 2024:
Name of
Committee
Members
|
Designation
|
Category of Director
|
Mr. Gaurav Arora
|
Chairperson
|
Non
Executive
Director
|
Mr. Nikhil Rungta
|
Member
|
Independent
Director
|
Mr. Puneet Sharma
|
Member
|
Independent
Director
|
During the financial year ended 31st March, 2024, the CSR Committee met one (01) time i.e., on 5th March, 2024. The maximum gap between two meetings was not more than 120 days. The requisite quorum was present at all the Meetings:
The role of Corporate Social Responsibility Committee, inter alia, includes
1) Formulate and recommend to the Board, the Co rporate Social Responsibility Policy and the activities to be undertaken by the Company.
2) Recommend the amount of expenditure to be incurred on CSR activities.
3) Monitor the Corporate Social Responsibility Policy from time to time.
4) Monitor the Annual Action Plan and progress of the activities undertaken; including utilization of amounts disbursed, on periodic basis.
5) Review the Impact Assessment reports undertaken through independent agencies and present the same before the Board.
6) Review and recommend to the Board the Business Responsibility Report and the Annual Report on CSR activities which is required to be included in the Boards' Report of the Company
7) Discharge such duties and functions as indicated in the section 135 of the Companies Act, 2013 and Rules made thereunder from time to time and such other functions as may be delegated to the Committee by the Board from time to time.
8) Take all necessary actions as may be necessary or desirable and also to settle any question or difficulty or doubts that may arise with regards to Corporate Social Responsibility activities/Policy of the Company.
27. VIGIL MECHANISM
The Vigil Mechanism is part of Audit Committee of the Company, which is constituted in line with the provisions of Section 177 of the Companies Act, 2013 to be read with Regulation 18 & 22 of the SEBI (Listing Obligation& Disclosure Requirement) Regulation, 2015.
28. BOARD ANNUAL EVALUATION UNDER SECTION 134(3)(p) OF THE COMPANIES ACT, 2013
The provisions of Section 134(3)(p) of the Companies Act, 2013 read with SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 mandate that a Formal Annual Evaluation is to be made by Board of its own performance and that of its Committee and individual Directors. Schedule IV of the Companies Act, 2013 states that performance evaluation of the Independent Director shall be done by Directors excluding the Director being evaluated. The Board carried out a formal annual performance evaluation as per the criteria/frame-work laid down by the Nomination & Remuneration Committee of the company and adopted by the Board. The evaluation was carried out through a structured evaluation process to judge the performance of individual Directors including of the Board. They were evaluated on parameters such as their education, knowledge, experience, expertise, skills, behavior, leadership qualities, level of engagement & contribution, independence of judgment, decision making ability for safeguarding the interest of the Company, stakeholders and its shareholders.
The performance evaluation of the Independent Directors was carried out by the entire Board except the participation of concerned Independent Director whose evaluation was to be done. The performance evaluation of the Chairperson and the Non-Independent Directors was carried out by the Independent Directors. The Board was satisfied with the evaluation process and approved the evaluation results thereof.
29. STATUTORY AUDITOR & SECRETARIAL AUDITOR WITH THEIR QUALIFICATION, RESERVATION OR ADVERSE REMARKS ALONG WITH THE EXPLANATION OR COMMENTS BY THE DIRECTORS
A. STATUTORY AUDITOR
M/s. Yogesh Kansal & Company, Chartered Accountants, (Firm Registration No. 507136C) were appointed as Statutory Auditors of the company at
the 6th Annual General Meeting ('AGM') held on 31st December, 2020, for a period of five years till the conclusion of the 11th AGM. Consequently, M/s. Yogesh Kansal & Company, Chartered Accountants, completed their second term of five consecutive years as the Statutory Auditors of the company at the conclusion of 11thAGM of the Company to be held for financial year ending March 2025.
The Statutory Auditors have confirmed their eligibility and qualifications required under Sections 139, 141 and other applicable provisions, if any, of the Companies Act, 2013 and Rules framed thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).
AUDITORS' REPORT:
a) The Auditors' Report for the financial year ended 31st March, 2024 does not contain any qualification, reservations or adverse remark.
b) As regards the comments made in the Auditors' Report, the Board is of the opinion that they are self-explanatory and does not require further clarification.
B. SECRETARIAL AUDITOR
Pursuant to the provisions of Section 179 and 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, The Board has appointed Ms. Surbhi Dua, Practicing Company Secretary, Proprietor of M/s. Surbhi Dua & Associates, Company Secretaries, a firm of practicing company secretaries was appointed as Secretarial Auditor to conduct the secretarial audit of the Company for the financial year ended 2023-2024
The Secretarial Audit Report in Form No. MR-3 for the financial year ended 31st March, 2024 forms an integral part of this report and is annexed as Annexure - III.
The Secretarial Audit Report for the financial year ended 31st March, 2024 does not contain any qualifications, reservations or adverse remarks.
C. INTERNAL AUDITOR
Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, On 05th April, 2024 the Board of Directors of the Company has appointed M/s. Gupta Sudhir Kumar & Co. Chartered Accountant as the Internal Auditors of the Company for the financial year 2024-2025.
D. COST AUDITOR
Your directors hereby inform you that the Company does not fall under the criteria as specified under Section 148 (1) of Companies Act, 2013 read with Companies (Cost Record and Audit) Rules, 2018 for maintenance of cost accounts. Therefore, the Company is not required to maintain the cost records in respect of its products/service. Therefore, no requirement of Appointment of Cost Auditor arises.
30. INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:
The Statutory Auditors, Secretarial Auditors and Internal Auditors of the Company have not reported any instances of fraud to the Audit Committee or to the Board of Directors of the Company under Section 143(12) of the Companies Act, 2013 including rules made thereunder.
31. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company has framed a Policy on Corporate Social Responsibility pursuant to Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and can be accessed at can be accessed at https://creativegraphics.net.in/home/wp-con-tent/uploads/2024/04/12.-CSR-Policy.pdf
The Annual Report on Company's CSR activities of the Company as per the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as "Annexure-IV" and forms part of this report.
32. PARTICULAR OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Co mpa nies Act, 20 13 a re g ive n in th e notes to Financial Statements forming part of the Annual Report.
33. PARTICULAR OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THE COMPAIES ACT, 2013
During the financial year 2023-2024, the Company has not entered into any contracts/arrangements/ transactions with related parties which could be considered material in accordance with the Company's Policy on Materiality of Related Party Transactions. All the transactions made on arm's length basis are being reported in Form No. AOC-2 in terms of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed as "Annexure-V" and forms part of this Report.
The Policy on Related Party Transactions is uploaded on the website of the Company and can be accessed at https://creativegraphics.net.in-/home/wp-content/up -loads/2024/03/5.-Policy-on-Related-Party-Transacti ons.pdf
34. POLICY FOR DETERMINING MATERIAL SUBSIDIARY:
The Company has a Policy for determining Material Subsidiary in line with the requirements of Regulations 16(1)(c) and 24 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said policy is available on the website of the Company and can be accessed at https://crea-tivegraphics.net.in/home/wp-content/up-loads/2024/03/6.-Policy-on-Material-Subsidary.pdf
35. DETAILS OF MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT, IF ANY UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013
Pursuant to the provisions of Section 23(1) and other applicable provisions, if any, of the Companies Act, 2013 and rules made thereunder read with the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and the Securities Contracts (Regulation) Rules, 1957, the Board of Directors of the Company, at its meeting held on 7th October, 2023 had proposed the Initial Public Offer not exceeding 64,00,000 Equity Shares in consultation with the Merchant Banker. The members of the Company had also approved the said proposal of Board of Directors at their ExtraOrdinary General Meeting held on 16th October, 2023.
Further, pursuant to the authority granted by the members of the Company, the Board of Directors of the Company had appointed M/s. Corporate Capital Ventures Private Limited, as Lead Manager & Underwriter, M/s. Bigshare Services Private Limited as the Registrar to the Issue & Share Transfers Agent and M/s. S S Corporate Securities Limited as Market Maker for the proposed Public Issue of 64,00,000 Equity Shares of face value of Rs.10 each for cash at an issue price of Rs. 85 per equity share (including a share premium of Rs. 75 per equity share) aggregating to Rs. 5440.00 Lakhs.
The Company had applied to National Stock Exchange of India Limited ("NSE") for In-Principle approval for listing of its equity shares on the Emerge Platform of NSE and the NSE, vide its letter dated 19th March, 2024, has granted its In-Principle Approval for the same to the Company.
Subsequently, the Company had filed Prospectus with the Registrar of Companies on 5th April, 2024. The Public Issue was opened for subscription on Thursday, 28th August, 2024 and closed on Thursday, 4th April, 2024.
The Basis of Allotment was finalized by Company, Registrar to the Issue and Merchant Banker in consultation with the NSE on 5th April, 2024. The Company has applied for listing of its total 64,00,000 equity shares to NSE and received approval of NSE vide its letter dated 08th April, 2024. The trading of equity shares of the Company commenced on 09th April,2024 on NSE. Presently, the Equity Shares of the Company are listed on the SME Emerge Platform of NSE.
36. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
To the best of the Management's knowledge, there has been no material order passed by any regulator or Court or Tribunal impacting the Going Concern status of the Company's operations.
37. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR
During the Financial Year 2023-2024 there was no application made and proceeding initiated /pending under the Insolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against your Company.
As on the date of this report, there is no application or proceeding pending against your company under the Insolvency and Bankruptcy Code, 2016.
38. DETAILS OF DIFFERENCE BETWEEN 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
During the year under review, there has been no one time settlement of loan taken from Bank & Financial Institution.
39. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT-GO
The requisite information with regard to conservation of energy, technology absorption and foreign exchange earnings and outgo, in terms of the Section 134(3)(m) of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014 is given below: -
|
CONSERVATION OF ENERGY
|
1.
|
the steps taken or impact on conservation of energy
|
We are recycling the chemicals used in our processes to reduce waste and energy consumption. Additionally, we are replacing old air conditioners with new, energy-efficient models to decrease electricity usage. We have also initiated an internal campaign to encourage employees to switch off lights, fans, and air conditioners when not in use, further reducing energy consumption.
|
2.
|
the steps taken by the company for utilizing alternate sources of energy
|
Currently, the company is exploring potential alternative energy sources to enhance energy efficiency and reduce reliance on conventional energy forms. This includes feasibility studies on solar energy installations and other renewable options
|
3.
|
the capital investment on energy conservation equipment
|
The company has allocated funds for the purchase and installation of new, energy-efficient air conditioners and is evaluating further investment in energy conservation equipment, such as advanced lighting systems and energy management software.
|
|
TECHNOLOGY ABSORPTION
|
1.
|
the efforts made towards technology absorption
|
The company has integrated new technologies into its operations to enhance efficiency, reduce energy consumption, and improve overall service quality. These advancements include the adoption of advanced chemical recycling processes and energy- efficient air conditioning systems.
|
2.
|
the benefits derived like product improvement, cost reduction, product development or import substitution
|
The implementation of these technologies has led to significant cost reductions and enhanced environmental sustainability. Additionally, it has decreased the reliance on imported technologies, fostering greater self-reliance
|
3.
|
in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)
|
Yes
|
4.
|
the details of technology imported
|
The Following Machines were imported by the Company:
1. CDI Crystal 5080
2. Esko CDI Compact Cantilever
3. Solvent Recovery Machine
4. EVO 5 DLF S/N 352.159 (Dry/light Finisher-Cookson)
5. Esko CDI Spark 5080
6. Imaging Engine - CDI Spark 5080
7. Plate Dryer 501D Concept
8. Plate Exposer 501 EC Concept
9. Kongsberg Basic X22 II
10. Air Dryer CS-20
11. Kongsberg Base X22 Edge Cutting M/c
12. Solvent Recycling Plant ASC-500 37W
13. Plate Making Machine (SBR600W)
|
5.
|
the year of import
|
The above-mentioned technology-was imported in the last three financial years (2021-2022 to 2023-2024).
|
6.
|
whether the technology been fully absorbed
|
Yes
|
7.
|
if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and
|
NA
|
8.
|
the expenditure incurred on Research and Development
|
The company continues to invest in research and development to drive innovation in energy conservation and technology absorption. Relevant figures will be included in the financial report
|
|
FOREIGN EXCHANGE EARNINGS AND OUTGO
|
1.
|
The Foreign Exchange earned
|
|
|
in terms of actual inflows during the year
|
Rs. 1,67,24,235.04
|
2.
|
The Foreign Exchange outgo
|
|
|
during the year in terms of actual outflows
|
Rs. 4,88,33,875.90
|
Further, there were foreign exchange earnings and outgo during the year under review.
40. RISK MANAGEMENT
The Company has a Risk Management Policy and Procedures for identification, assessment, management, minimization & monitoring of risks and also laid down the procedure to inform the Board members about the risk assessment and minimization procedures. It has identified various potential risks including but not limited to business dynamics, operations, liquidity, market/industry, human resource etc. The Company is periodically reviewing the risks and their identification, assessment, monitoring and mitigation procedures.
The main objective of this Policy is to achieve sustainable business growth with stability and to promote a proactive approach in identifying, reporting, evaluating and resolving the risks associated with the Company's business which, in the opinion of the Board, may threaten the growth, stability and existence of the Company.
The Risk Management Policy may be accessed on the Company's website at the link: https://creativ-egraphics.net.in/home/wp-content/up-loads/2024/04/13.-Risk-Management-Policy.pdf
41. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Vigil Mechanism Policy of the Company is constituted in line with the provisions of section 177 of the Companies Act, 2013 to be read with Regulation 22 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015. The Company promotes ethical behavior in all its business activities. Towards this, the Company has adopted a Policy on Vigil Mechanism and whistle blower policy. Protected disclosures can be made by a whistle blower through an e-mail or a letter to the Compliance Officer or to the Chairperson of the Audit Committee. The Audit Committee also reviews complaints/issues (if any) raised through Vigil Mechanism or by any Whistle blower on a quarterly basis. The whistle blower policy is uploaded on the website of the Company and can be accessed at https://creativegraphics.net.in-/home/wp-content/up -loads/2024/03/3.-Policy-on-Vigil-Mechanism.pdf
During the year under review, no protected disclosure concerning any reportable matter in accordance with the Vigil Mechanism and Whistle Blower Policy of the Company was received by the Company.
42. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (the 'Act') and Rules made thereunder, the Company has a policy and framework for employees (all female employees on the rolls of the Company including those on deputation, contract, temporary, part time or working as consultants are covered under this Policy) to report sexual harassment cases at workplace.
The Company has constituted an Internal Complaints Committee to redress complaints relating to sexual harassment. During the year under review, no complaints with allegations of sexual harassment were received by the Company.
43. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:
The Business Responsibility and Sustainability Report, as per Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is not applicable to our Company as our Company does not fall under top 1000 listed Companies on the basis of market capitalization as of 31st March, 2024.
44. DIVIDEND DISTRIBUTION POLICY:
The requirements of formulation of Dividend Distribution Policy as mentioned under Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to our Company as our Company does not fall under top 1000 listed Companies based on market capitalization as of 31st March, 2024.
45. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has a robust and comprehensive Internal Financial Control system commensurate with the size, scale and complexity of its operation. The system encompasses the major processes to ensure reliability of financial reporting, compliance with policies, procedures, laws, and regulations, safeguarding of assets and economical and efficient use of resources.
The Company has performed an evaluation and made an assessment of the adequacy and the effectiveness of the Company's Internal Financial Control System. The Statutory Auditors of the Company have also reviewed the Internal Financial Control system implemented by the Company on the financial reporting and in their opinion, the Company has, in all material respects, adequate Internal Financial Control system over Financial Reporting and such Controls over Financial Reporting were operating effectively as on 31stMarch, 2024 based on the internal control over financial reporting criteria established by the Company.
The policies and procedures adopted by the Company ensures the orderly and efficient conduct of its business and adherence to the company's policies, prevention and detection of frauds and errors, accuracy & completeness of the records and the timely preparation of reliable financial information. The Internal auditors continuously monitor the efficacy of internal controls with the objective of providing to the Audit Committee and the Board, an independent, objective and reasonable assurance on the adequacy and effectiveness of the organization's risk management with regard to the internal control framework.
Audit committee meets regularly to review reports submitted by the Internal Auditors. The Audit Committee also meet the Company's Statutory Auditors to ascertain their views on the financial statements, including the financial reporting system and compliance to accounting policies and procedures followed by the Company.
46. PERSONNEL RELATIONS
Your Directors hereby place on record their appreciation for the services rendered by executives, staff and other workers of the Company for their hard work, dedication and commitment. During the year under review, relations between the Employees and the Management continued to remain cordial.
47. PARTICULARS OF EMPLOYEES
The Particulars of remuneration of Employees during the year 2023-2024
pursuant to the provisions of Section197, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is disclosed as an "Annexure-VI" and forms part of this Report.
Disclosure as per Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 Disclosure of Top Ten Employees in terms of remuneration drawn and the name of every employee is given in "Annexure-VII" and forms part of this Report.
The remuneration paid to all Key Managerial Personnel was in accordance with the remuneration policy as adopted by the company
48. REMUNERATION POLICY OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board on the recommendation of Nomination &Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management Personnel and fixation of their remuneration thereof. The Policy contains, inter-alia, directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director, etc. The same can be accessed at https:// creativegraphics.net.in/home/wp-content/up-loads/2024/03/10.-Policy-on-Nomination-Remuner ation.pdf
49. ANNUAL LISTING FEES/CHARGES
The Company's equity shares are listed on SME Emerge Platform of National Stock Exchange of India Limited ("NSE"). The Company has paid the annual listing fees for the financial year 2024-2025 to NSE within the prescribed time.
50. CODE OF CONDUCT AS PER SEBI (LODR) REGULATIONS, 2015
The Board of Directors has laid down the code of conduct for all Board Members and members of the Senior Management of the Company. Additionally, all Independent Directors of the company shall be bound by duties of Independent Directors as set out in Companies Act, 2013 to be read with SEBI Listing Regulations, 2015.
51. CODE OF CONDUCT AS PER SEBI (PREVENTION OF INSIDER TRADING) REGULATIONS, 2015
The Board of Directors has laid down the Code of Practices and Procedures for Fair Disclosures of Unpublished Price Sensitive Information as per Regulation 8(1) of SEBI (Prevention of Insider
Trading) Regulations, 2015 & Code of Conduct to Regulate, Monitor and Report trading by the Designated Persons as per Regulation 9(1) of SEBI (Prevention of Insider Trading) Regulations, 2015. All Board Members, Key Managerial Personnel and Senior Management Personnel have affirmed compliance with the Code of Conduct.
52. DISCLOSURE OF STATEMENT OF DEVIATION(S) OR VARIATION(S) UNDER REGULATION 32 OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS), REGULATIONS, 2015
With reference to Regulation 32 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the disclosure of Statement of Deviation(s) or Variation(s) as per the said regulation is not applicable to the Company.
53. DIRECTOR'S RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act 2013, the Directors, would like to state as follows:
(a) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
(b) the Directors had selected such accounting policies and applied them consistently and made judgments & estimates that are reasonable and prudent so as to give a true & fair view of the state of affairs of the company at the end of the financial year and of the profit & loss of the Company for that period;
(c) The Directors had taken proper & sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the company and for preventing & detecting fraud & other irregularities;
(d) The Directors had prepared the Annual Accounts on a going concern basis;
(e) The Directors had laid down Internal Financial Controls to be followed by the Company and such controls are adequate and are operating effectively;
(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
54. DISCLOSURE OF CREDIT RATING
Disclosure of Credit Rating is not applicable on the company during the year 2023-2024.
55. GENERAL
The Board of Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions or applicability pertaining to these matters during the year under review:
i) Issue of equity shares with differential rights as to dividend, voting or otherwise.
ii) Issue of shares (including sweat equity shares and Employees' Stock Options Schemes) to employees of the Company under any scheme.
iii) Fraud reported by the Auditors to the Audit Committee or the Board of Directors of the Company.
iv) Scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.
v) Payment of remuneration or commission from any of its holding or subsidiary companies to the Managing Director of the Company.
56. ACKNOWLEDGEMENT
The Board of Directors of the Company place on record sincere gratitude and appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year under review.
The Board conveys its appreciation for its customers, shareholders, suppliers as well as vendors, bankers, partners, business associates, regulatory and government authorities for their continued support.
For and on behalf of the Board For Creative Graphics Solutions India Limited
Date: 28/08/24 Deepanshu Goel Sarika Goel Place. Delhi Managing Director Executive Director DIN: 03118826 DIN: 06777690
|