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EFFWA INFRA & RESEARCH LTD.

20 December 2024 | 12:00

Industry >> Water Supply & Management

Select Another Company

ISIN No INE0U9101019 BSE Code / NSE Code / Book Value (Rs.) 18.35 Face Value 10.00
Bookclosure 52Week High 389 EPS 5.96 P/E 40.46
Market Cap. 558.31 Cr. 52Week Low 156 P/BV / Div Yield (%) 13.15 / 0.00 Market Lot 400.00
Security Type Other

DIRECTOR'S REPORT

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

The Directors of your company have pleasure in presenting the 11thAnnual Report of the Company along with the Audited Financial Statements for the financial year ended 31st March, 2024.

FINANCIAL SUMMARY:

The highlights of Company's performance for the year ended 31st March, 2024 as compared to the previous financial year, is summarized below:

(Rs in lakhs)

Particulars

For the financial

For the financial

year ended

year ended

31st March, 2024

31st March, 2023

Revenue from Operations

14,515.93

11,509.57

Add: Other income

35.53

31.78

Total Revenue

14,551.46

11,541.36

Less: Total Expenditure

12,475.55

10,629.86

Operating Profit (PBDIT)

2,075.91

911.5

Less: Interest & Depreciation

217.74

208.75

Profit/ (Loss) before tax

1,858.17

702.75

Provision for Tax

Current Tax

473.16

188.37

Deferred Tax

(5.44)

-

Net Profit after Tax

1390.46

514.38

HIGHLIGHTS OF PERFORMANCE:

During the year the Company has generated revenue from operations of Rs. 14,551.46 lakhs (including other income) and earned net profit after tax Rs. 1390.46 lakhs as compared with the corresponding figures in the previous year of Rs.11,541.36 lakhs and Rs. 514.38 lakhs respectively. The total revenue is increased by Rs. 3010.10 lakhs as compared with last year as well as net profit after tax also increased by Rs. 876.08 lakhs as compared with last year.

HIGHLIGHTS OF OPERATIONAL PERFORMANCE

The operational performance of the Company is detailed in the Management Discussion and Analysis forming part of the annual report

DIVIDEND

With a view to meet future requirements of projects and to strengthen the financial position of the Company, your directors have decided not to recommend any dividend for the period under review.

TRANSFER TO GENERAL RESERVES:

During the year under review, the Board of Directors of the Company has not recommended the transfer of any amount to reserve and has decided to retain the entire amount of profits for Financial Year 2023-24 in the profit and loss account.

SHARE CAPITAL:

As on March 31, 2024, the authorised share capital of the company was Rs. 25 crores. The Authorised capital of the company was increased from Rs. 3 crore to Rs. 25 crore pursuant to the resolution passed by the members of the company at the meeting of the Members held on 16th January, 2024. At the said meeting, the members of the Company have also approved the subdivision of nominal value of Equity shares of the Company from Rs. 100/- each to the nominal value of Rs. 10/- each.

The issued, subscribed and paid-up share capital of the company was increased to Rs. 17,83,03,670/- by way of the allotment of 15504667 Equity Share of Rs. 10/- each on 20th February, 2024 as bonus share by way of capitalization of amount standing to the credit of the Security Premium account and Profit and Loss account as per the audited financials of the Company as on 31.03.2023 in the ratio of three Equity shares for every twenty shares held in the company.

After the closure of the financial year, but before the date of this report the issued, subscribed and paid-up share capital of the company was further increased to Rs. 23,14,71,670/- by way of allotment of 5316800 Equity shares of Rs. 10/- each at a premium of Rs. 72 /- per Equity shares through initial public offer on 10th July, 2024.

ALLOTMENT AND LISTING OF SHARES

After the closure of the financial year, but before the date of this report, Company has received listing and trading approval on the EMERGE SME platform of the National Stock Exchange of India for 23147167 Equity shares of Rs. 10/- each.

DEPOSITS, LOANS, ADVANCES AND OTHER TRANSACTIONS

During the year under review, your company has not accepted any deposits falling within the purview of Section 73 of the Companies Act, 2013 (“the Act”) read with the Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time, and therefore details mentioned in Rule 8(5) (v) & (vi) of Companies (Accounts) Rules, 2014 relating to deposits, covered under Chapter V of the Act is not required to be given.

Your company has accepted unsecured loans from its Directors during the year. The details are as follows:

(Amount in Lakhs)

Name of Director

Loan taken during the year

Loan repaid during the year

Loan remaining at the end of the year

Mr. Subhash Kamal

223.51

320.29

3.88

Mrs. Varsha Kamal

232.24

332.74

18.89

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

Your company is not having any subsidiary, associate or joint venture. Further during the financial year under review, no company has become or ceased to be subsidiary, joint venture or associate of the company.

SECRETARIAL STANDARDS:

The company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. The company has complied with SS-1 and SS-2 relating to “Meetings of the Board of Directors” and “General Meetings”, respectively.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report, as required in terms of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in separate section forming part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES

Your Company has not given any loan, guarantee, security or has not made any investment pursuant to the provisions of Section 186 of Companies Act 2013 during the year under review.

DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013

There are no material changes and commitments which could affect the Company’s financial position have occurred between the end of the financial year of the Company and date of this report.

DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

No order has been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company’s operations in future.

PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

All related party transactions that were entered into during the financial year ended 31st March, 2024 were on an arm’s length basis and were in the ordinary course of business. Therefore, the provisions of Section 188 of the Companies Act, 2013 were not attracted. Further, no materially significant related party transaction was entered during the year by the Company with its Promoters, Directors which may have a potential conflict with the interest of the Company at large. Thus, disclosure in Form AOC-2 is not required

The “Policy on materiality of and on dealing with related party transactions” (as amended) as approved by the Board may be accessed on the Company's website at the link www.effwa.co.in

PARTICULARS OF EMPLOYEES

During the year, there are two employees, who are also the Directors of the Company are in receipt of remuneration above the limits as prescribed in the Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The information required under section 197 of the Act read with Rule 5(2) of the companies (Appointment and Remuneration) Rules, 2014 is annexed as “Annexure A” and forms a part of this report Details of the same provided in ANNEXURE-A.

PREVENTION OF INSIDER TRADING

The Company has adopted the Insider Trading Policy in accordance with the requirement of the Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code.

MATERIAL CHANGES FROM THE DATE OF CLOSURE OF THE FINANCIAL YEAR IN THE NATURE OF BUSINESS AND THEIR EFFECT ON THE FINANCIAL POSITION OF THE COMPANY.

The company has dematerialized all its equity shares with Central Depository Service Limited (CDSL). The ISIN No. allotted to the company is INE0U9101019.

There is no material change occurred from the date of closure of the financial year in the nature of business which has effect on the financial position of the Company.

CORPORATE SOCIAL RESPONSIBILITY:

During the year company has spent amount towards Corporate Social Responsibility in align with the CSR policy of the company. Disclosure required pursuant to Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been annexed to this Report as ANNEXURE -B.

Your company has committed to incur expenditure for CSR initiatives in the coming years through structured events or programs and projects. Your Company has taken steps in the right direction and going forward is committed to actively engage with the partners/NGOs to execute the said events or projects and programs and incur expenditure in accordance with Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014.

In compliance with the provisions of Section 135 of the Companies Act, 2013, Company has constituted Corporate Social Responsibility Committee which recommends the Board, CSR activities to be undertaken, contribution to be made and monitors the contribution made. The CSR policy of the company is placed on the website of the company at www.effwa.co.in

CORPORATE GOVERNANCE

As per Regulation 15 read with Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to Corporate Governance Disclosure is not applicable to the Company as Company is listed on the SME Emerge platform of National stock Exchange of India Limited platform. Hence, the Company is not required to make disclosures in Corporate Governance Report.

DIRECTORSAND KEY MANAGERIAL PERSONNEL

During the period under review, the Board of Directors of the Company duly constituted as per provisions of Companies Act, 2013.

A. COMPOSITION OF BOARD OF DIRECTORS:

The Board of Directors of Effwa Infra & Research Limited is an optimum combination of Executive and Non-Executive Directors as on 31st March, 2024, The Board of Company consists of Five (5) Directors. The Board at present comprises of:

Sr.

No.

Name of Director

Designation

DIN No.

1

Dr. (Mrs.) Varsha Subhash Kamal

Managing Director

00270314

2

Mr. Subhash Ramavtar Kamal

Whole-time director

00255160

3

Mr. Ravindra Nagendra Hanchate

Independent Director

07746827

4

Mr. Vijay Prahladbhai Vyas

Independent Director

02738087

5

Mr. Priyesh Bharat Somaiya

Independent Director

08664781

The following changes occurred in the composition of Board during the Financial Year 2023 24:

• Dr. (Mrs.) Varsha S. Kamal was appointed as Chairperson and Managing Director of the Company w.e.f. May 1, 2024.

• Mr. Subhash Ramavtar Kamal was appointed as Whole-time Director of the Company w.e.f. May 1, 2024.

• Mr. Ravindra N. Hanchate was appointed as Additional Director (Non-executive Independent) on the Board w.e.f. February 15, 2024 and in EGM held on February 18, 2024, he was regularized as an Independent Director.

• Mr. Vijay P. Vyas was appointed as Additional Director (Non-executive Independent) on the Board w.e.f. February 15, 2024 and in EGM held on February 18, 2024, he was regularized as an Independent Director.

• Mr. Priyesh B. Somaiya was appointed as Additional Director (Non-executive Independent) on the Board w.e.f. February 15, 2024 and in EGM held on February 18, 2024, he was regularized as Independent Director.

B. KEY MANAGERIAL PERSONNEL:

The followings are Key Managerial personnel of the Company:

1. Dr. (Mrs.) Varsha S. Kamal: Managing Director (appointed w.e.f. May 1, 2024)

2. Mr. Subhash R. Kamal: Whole-time Director (appointed w.e.f. May 1, 2024)

3. Ms. Lina P. Lad: Chief Financial Officer (appointed w.e.f. December 1, 2023)

4. Mr. Dhaval H. Mirani: Company Secretary & Compliance Officer (appointed w.e.f. February 15, 2024).

C. RETIRE BY ROTATION:

In accordance with the provisions of the Companies Act, 2013 and the Article of Associations of the Company, Mr. Subhash Ramavtar Kamal, Whole time Director who retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommended his re-appointment.

Brief profile of the Director who is being re-appointed as required under Regulations 36(3) of Listing Regulations, 2015 and Secretarial Standard on General Meetings is provided in the notice for the forthcoming AGM of the Company.

D. DECLARATION BY INDEPENDENT DIRECTOR

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and rules made thereunder and Regulation 16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further, all necessary declarations with respect to independence have been received from all the Independent Directors and also received the confirmation that they have complied with the Code

for Independent Directors prescribed in Schedule IV to the Act. The terms and conditions for the appointment of the Independent Directors are given on the website of the Company.

E. BOARD MEETINGS:

As per Section 173 of the Companies Act 2013, read with the rules made thereunder dates for Board Meetings are well decided in advance and communicated to the Board and the intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations 2015 (as amended). The agenda and explanatory notes are sent to the Board in advance. The Board periodically reviews compliance reports of all laws applicable to the Company.

The Board met 12 times during the financial year 2023-24 on 02.05.2023, 22.05.2023,

21.06.2023, 06.09.2023, 11.09.2023, 30.11.2023, 16.12.2023, 11.01.2024, 03.02.2024,

15.02.2024, 20.02.2024 and 26.02.2024 in accordance with the provisions of the Companies Act, 2013 and rules made there under.

Name of Director

Category

Attendance of Board Meeting

No. of Equity shares held in the company as on March 31, 2024.

No of

Meetings

which

directors was entitled attend

No of

Meetings

attended

Dr. (Mrs.) Varsha Subhash Kamal

Managing

Director

12

12

9093771

Mr. Subhash Ramavtar Kamal

Whole-time

director

12

12

8736590

*Mr. Ravindra Nagendra Hanchate

Non-Executive

Independent

Director

2

2

Nil

#Mr. Vijay Prahladbhai Vyas

Non-Executive

Independent

Director

2

2

Nil

@Mr. Priyesh Bharat Somaiya

Non-Executive

Independent

Director

2

2

Nil

*Mr. Ravindra N. Hanchate was appointed as Non-Executive Independent Director w.e.f. 15th February, 2024

# Mr. Vijay P. Vyas was appointed as Non-Executive Independent Director w.e.f. 15th February, 2024

@ Mr. Priyesh Bharat Somaiya was appointed as Non-Executive Independent Director w.e.f. 15th February, 2024

F. COMMITTEES OF THE BOARD:

In terms of Companies Act, 2013, our Company has constituted the following Committees of the Board with effect from 2nd May, 2024:

1) Audit Committee;

2) Nomination and Remuneration Committee;

3) Stakeholders Relationship Committee;

4) Corporate Social Responsibility Committee

AUDIT COMMITTEE:

All members of the audit committee possess strong knowledge of accounting and financial management.

Composition of Audit Committee are mentioned below:

Sr

No.

Name of Director

Designation

Category

1.

Mr. Priyesh Bharat Somaiya

Chairman

Non-Executive Independent Director

2.

Mr. Vijay Prahladbhai Vyas

Member

Non-Executive Independent Director

3.

Dr. Varsha Kamal

Member

Managing Director

Company Secretary and Compliance Officer of our Company would act as the Secretary to the Audit Committee.

Term of Reference

The powers, role and terms of reference of the Audit Committee are in line with the provisions of Section 177 of the Companies Act, 2013. The role of the Audit Committee is to provide oversight over the accounting systems, financial reporting, and internal controls of the Company.Every Audit Committee shall act in accordance with the terms of reference specified in writing by the Board which shall, inter alia, include,

• Overseeing the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

• Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.

• Approving payments to statutory auditors for any other services rendered by the statutory auditors;

• Reviewing, with the management, the annual financial statements 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 judgment 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. Qualifications in the draft audit report;

• Reviewing, with the management, the quarterly financial statements before submission to the board for approval.

• 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/notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

• Review and monitor the auditor's independence and performance, and effectiveness of audit process.

• Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control systems.

• 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.

• Discussion with internal auditors any significant findings and follow up there on.

• Reviewing the findings of any internal investigations 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.

• 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.

• 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.

• To review the functioning of the Whistle Blower mechanism.

• Approval of appointment of CFO (or the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate.

• Approval or any subsequent modification of transactions of the company with related parties.

• Scrutiny of inter-corporate loans and investments.

• Valuation of undertakings or assets of the Company, whenever it is necessary.

• Evaluation of internal financial controls and risk management systems.

• Review of management discussion and analysis report, management letters issued by the statutory auditors, etc.

• Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

• Reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans/ advances/ investments existing as on the date of coming into force of this provision.

• Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders.

NOMINATION AND REMUNERATION COMMITTEE

The Composition of Committee is as mentioned below:

Sr

No.

Name of Director

Designation

Category

1.

Mr. Priyesh Bharat Somaiya

Chairman

Non-Executive Independent Director

2.

Mr. Vijay Prahladbhai Vyas

Member

Non-Executive Independent Director

3.

Mr. Ravindra N Hanchate

Member

Non-Executive Independent Director

Term of Reference

The terms of reference of the Nomination and Remuneration Committee inter-alia, include the following:

formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

• for every appointment of an independent director, the Nomination and Remuneration 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 for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:

i) use the services of an external agencies, if required;

ii) consider candidates from a wide range of backgrounds, having due regard to diversity; and

iii) consider the time commitments of the candidates.

• formulation of criteria for evaluation of Independent Directors and the Board;

• devising a policy on Board diversity;

• identifying 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 their appointment and removal;

• 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;

• recommend to the board, all remuneration, in whatever form, payable to senior management;

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Board of your Company has duly constituted Stakeholders Relationship Committee, pursuant to the requirements of Section 178 of the Act read with rules notified thereunder and listing Regulations.

The Committee addresses issues relating to the Redressal of grievances of shareholders including complaints related to transfer of shares, non-receipt of annual report and other related issues etc. in order to provide timely and efficient service to the stakeholders. The Composition of Committee in Committee meeting are mentioned below.

Sr No.

Name of Director

Designation

Category

1.

Mr. Priyesh Bharat Somaiya

Chairman

Non-Executive Independent Director

2.

Mr. Vijay Prahladbhai Vyas

Member

Non-Executive Independent Director

3.

Mr. Subhash Ramavtar Kamal

Member

Whole Time Director

Term of Reference:

The terms of reference of the Stakeholders Relationship Committee inter-alia, include the following:

• resolving the grievances of the security holders of the Company, including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc;

• review of measures taken for effective exercise of voting rights by shareholders;

• review of adherence to the service standards adopted by the Company in respect of various services rendered by the registrar and share transfer agent;

• review of the 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; and

• Formulate procedures in line with the statutory guidelines to ensure speedy disposal of various requests received from shareholders from time to time;

• approve, register, refuse to register transfer or transmission of shares and other securities;

• sub-divide, consolidate and or replace any share or other securities certificate(s) of the Company;

• allotment and listing of shares;

• authorise affixation of common seal of the Company;

• issue duplicate share or other security(ies) certificate(s) in lieu of the original share/security(ies) certificate(s) of the Company;

• approve the transmission of shares or other securities arising as a result of death of the sole/any joint shareholder;

• dematerialize or rematerialize the issued shares;

• ensure proper and timely attendance and redressal of investor queries and grievances;

• carry out any other functions contained in the Companies Act, 2013 (including Section 178) and/or equity listing agreements (if applicable), as and when amended from time to time; and

• further delegate all or any of the power to any other employee(s), officer(s), representative(s), consultant(s), professional(s), or agent(s).

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Board has constituted the Corporate Social Responsibility Committee w.e.f May 02, 2024 pursuant to section 135 of the Companies Act, 2013. The Corporate Social Responsibility Committee comprises of:

Sr No.

Name of Director

Designation

Category

1.

Dr. (Mrs.) Varsha Kamal

Chairperson

Managing Director

2.

Mr. Subash Ramavtar Kamal

Member

Whole Time Director

3.

Mr. Priyesh Bharat Somaiya

Member

Non-Executive Independent Director

Term of Reference:

1. To formulate and recommend to the Board, a CSR policy which shall indicate the activities to be undertaken by the Company as per the Companies Act, 2013;

2. To review and recommend the amount of expenditure to be incurred on the CSR related activities to be undertaken by the company;

3. To institute a transparent monitoring mechanism for the implementation of the CSR projects, programs and activities undertaken the Company from time to time;

4. Any other matter as the CSR Committee may deem appropriate after approval of the Board of Directors or as may be directed by the Board of Directors from time

DIRECTOR’S RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial

statements of the Company for the year ended 31st March, 2024, the Board of Directors hereby

confirms that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. such accounting policies have been selected and applied consistently and the Directors 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 31stMarch, 2024and of the profits of the company for the year.

c. proper and sufficient care was taken 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 and detecting fraud and other irregularities;

d. the annual accounts of the Company have been prepared on a going concern basis;

e. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

AUDITORS AND REPORTS

The matters related to Auditors and their Reports are as under:

a. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31st MARCH 2024:

The observations made by the Statutory Auditors in their report for the financial year ended 31st March, 2024 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

The Auditors’ Report for fiscal 2024 does not contain any qualification, reservation or adverse remark. The Auditors’ Report is enclosed with the financial statements in this Annual Report.

b. AUDITORS:

i. STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 and subject to the approval of the members of the Company, M/s. Jignesh Savla & Associates, Chartered Accountants, Mumbai (FRN: 127654W) has been appointed by the Board as a Statutory auditors of the company for a financial year 2024-25 at its meeting held on 4th July, 2024 w.e.f 12th July, 2024 to fill the casual vacancy to be caused in the office of the Statutory Auditors as the, M/s Gor & Savla, Chartered Accountants statutory auditors have informed the company that they were unable to fulfill the requirement of the Management of company to obtain Peer review Certificate and have tendered their resignation as a Statutory auditors w.e.f close of the Business hours of 11th July, 2024.

The Company has received a confirmation from M/s Jignesh Savla & Associates, Chartered Accountants, Mumbai statutory Auditors that they are not disqualified to act as the Auditors and are eligible to hold the office as statutory Auditors of the Company.

The Board of your company recommends the appointment of M/s Jignesh Savla & Associates, Chartered Accountants, Mumbai as statutory auditors for a term of one year i.e financial year 2024-25 from the conclusion of ensuing Annual General Meeting till the conclusion of next Annual General meeting of the Company for filling up the casual vacancy caused due to the resignation of Gor & Savla, Chartered Accountants, Mumbai as a statutory auditor of the company.

ii. Secretarial Auditor

Provision of section 204 of The Companies Act, 2013 and rules made thereunder is not applicable to the Company for FY 2023-24 as the Company was not listed as on the close of the Financial Year.

c. INTERNAL CONTROL AND ADEQUECY:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

d. DETAILS OF FRAUD REPORT BY AUDITORS:

The Statutory auditors of the Company have not reported any instances of fraud committed against the Company, by its officers or employees which are not reportable to the Central Government as specified under Section 143(12) of the Companies Act, 2013.

There is no fraud in the Company during the F.Y. ended 31st March, 2024. This is also being supported by the report of the auditors of the Company as no fraud has been reported in their audit report for the F.Y. ended 31st March, 2024.

e. MAINTAINACE OF COST RECORDS

The provisions of Section 148(1) of the Act read with the Companies (Cost Records and Audit) Rules, 2014 is not applicable to Company for the financial year ended 31st March, 2024 during the year under the review.

LISTING:

The Equity Shares of the Company are listed on SME Emerge Platform of National Stock Exchange of India Limited w.e.f. 12thJuly, 2024.

OTHER DISCLOSURES:

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules,2014 are furnished as under:

a. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed a copy of the Annual Return as of March 31, 2024, on its website at https://www.effwa.co.in/annual-return.php

b. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Conservation of energy is utmost significance to the company operations of the company are not energy intensive. However, every effort is made to ensure the optimum use of energy by using energy efficient computers, processes and other office equipment. Constant efforts are made through regular / preventive maintenance and upkeep of existing electric equipment to minimize breakdowns and loss of energy.

The information pursuant to Section 134(m) of the Companies Act, 2013 read together with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption is annexed hereto and forms part of this Report as “Annexure C”.

c. RISK MANAGEMENT POLICY

A key factor in determining a Company’s capacity to create sustainable value is the risks that the Company is willing to take strategic and operational levels and its ability to manage them effectively.

Many risks exist in a company’s operating environment and they emerge on a regular basis.

The Company’s Risk Management processes focus on ensuring that these risks are identified on a timely basis and addressed. In our company, audit committee has an additional oversight in the area of financial risks and its controls. The management of the Company from time to time is identifying other major operational risks.

The provisions regarding the mandatory constitution of Risk Management Committee is not applicable to your Company.

d. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013:

There was no case filed during the year under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Company has constituted the Internal Complaints Committee. Further, the Company ensures that there is a healthy and safe atmosphere for every women employee at the workplace and made the necessary policies for safe and secure environment for women employee.

f. DETAIL OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER TBC DURING THE FINANCIAL YEAR:

The Company has not made any application under Insolvency and Bankruptcy Code, 2016 and no proceeding is pending against the Company under Insolvency and Bankruptcy Code, 2016.

g. THE 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:

The Company has not made any onetime settlement with the Bank hence the disclosure under the above is not applicable.

h. VIGIL MACHANISM/ WHISTLEBLOWER

The Company has adopted Vigil Mechanism /Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The Policy as approved by the Board, and has also been posted on the Company's website at https://www.effwa.co.in/corporate-policies.php

6. ACKNOWLEDGEMENTS AND APPRECIATION:

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company.