The Board of Directors hereby submits the report of the business and operations of your Company along with the Audited Financial Statements for the financial year ended March 31, 2023.
1. OPERATIONAL OVERVIEW:
|
(Amount in Lakhs)
|
|
Particulars
|
FY 2022-23 Rs.
|
FY 2021-22 Rs.
|
|
Total Revenue
|
33,051.74
|
33,691.76
|
|
Total Operating Expenses
|
31,591.71
|
33.601.5
|
|
Profit/(Loss) before taxes & exceptional items
|
1,460.03
|
90.26
|
|
Taxes
|
|
|
|
(a) Current Tax
|
393
|
41.59
|
|
(b) Deferred Tax
|
18.09
|
(2.89)
|
|
(c) Excess/Short provision of tax relating to
|
0.65
|
0.29
|
|
earlier years
|
|
|
|
Profit/(Loss) after taxes (PAT)
|
1,048.29
|
51.27
|
2. COMPANY'S PERFORMANCE:
The total income for the year stood at Rs. 33,051.74 lakhs, which is slightly lesser by 1.93% than the previous year’s Total Income of Rs. 33,691.76 lakhs. While the company has earned the profit of Rs. 1,460.03 lakhs, which is also higher by 1,517.58% as compared to the previous year’s Profit of Rs. 90.26 lakhs.
3. DIVIDEND:
The Board of Directors do not recommend any dividend for the financial year ended March 31, 2023.
4. CONSOLIDATED FINANCIAL STATEMENTS:
The Company is not required to consolidate its Financial Statements for the financial year ended March 31, 2023 as the Company does not have any subsidiary or associate or joint venture Company.
5. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
During the year under review, M/s. Greenchef Manufacturers & Distributors Private Limited and M/s. Modulus Springs Private Limited ceased to be the subsidiaries of the Company.
6. DETAILS OF INITIAL PUBLIC OFFER & LISTING:
We are pleased to inform you that the Company had made an Initial Public Offer of 61,63,200/- Equity Shares of Rs. 10/- each at an issue price of Rs. 87/- each (including the share premium of Rs. 77/- per Equity Share) vide red herring prospectus dated June 16, 2023on the SME platform of the National Stock Exchange of India Limited i.e. NSE EMERGE.
The Equity Shares of the Company got listed on the NSE Emerge with effect from July 06 2023.
7. SHARE CAPITAL:
The Paid-up Share Capital as on March 31, 2023 was Rs 17,10,86,400/-. During the year under review the Company has issued 1,35,44,340 Bonus Shares in the proportion of 19:5
i.e. Nineteen (19) fully paid up Bonus Shares for every Five (5) existing fully paid up Equity Shares held by the members as on the record date.
8. MANAGEMENT DISCUSSION & ANALYSIS:
In terms of the Regulation 34(2)(e), and Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Management Discussion & Analysis Report is set out in the Annexure - A to this report.
9. TRANSFER TO RESERVES:
It is not proposed to carry any amount to any reserves from the profits of the Company. Hence, disclosure under Section 134 (3) (j) of the Companies Act, 2013 is not required.
10. DEPOSIT:
Your Company has not accepted any deposits pursuant to the provisions of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
11. MATERIAL CHANGES AFFECTING THE COMPANY:
The material changes and commitments affecting the financial position of the company that have occurred after the end of the financial year of the company is that the company got the In-Principle Approval of Red Herring Prospectus (DRHP) for Initial Public Issue of 61,63,200 Equity Shares of face value of Rs. 10/- each on March 23, 2023.
After submission of Red Herring Prospectus (RHP) and Prospectus for Initial Public Issue, the company received the Final Approval for Listing of Equity shares on NSE (EMERGE) platform on July 06, 2023.
The company got listed on NSE EMRGE on July 06, 2023 with listing price of Rs. 104 per equity share against the issue price of Rs. 87 per equity share.
DETAILS OF THE ISSUE OF EQUITY SHARES THROUGH IPO
|
Equity Shares Offered through
|
61,63,200
|
|
Public Issue
|
|
Out of which:
|
|
|
Issue Reserved for the Market
|
3,12,000
|
|
Makers
|
|
Net Issue to the Public
|
58,51,200
|
|
Out of which
|
|
|
A. QIB Portion
|
29,23,200
|
|
Of which
|
|
|
Anchor Investor Portion
|
17,52,000
|
|
Net QIB Portion
|
11,71,200
|
|
B. Non-Institutional Portion
|
8,78,400
|
|
C. Retail Portion
|
20,49,600
|
12. DIRECTORS & KEY MANAGERIAL PERSONNEL:
During the year under review there are following changes in the composition of Board of Directors of the Company and Key Managerial Personnel.
i. Mr. Praveen Kumar Sukhlal Jain (DIN: 02043628)
The Members appointed Mr. Praveen Kumar Sukhlal Jain as a Managing Director of the Company with effect from January 01, 2023 for a term of 3 years at an Extraordinary General Meeting of the Company held on December 30, 2022.
ii. Sukhlal Jain (DIN: 02179430)
The Members appointed Mr. Sukhlal Jain as a Chairman cum Whole-time Director of the Company with effect from January 01, 2023 for a term of 3 years at an Extraordinary General Meeting of the Company held on December 30, 2022.
iii. . Hitesh Kumar Jain (01863942)
The Members appointed Mr. Hitesh Kumar Jain as a Whole-time Director of the Company with effect from January 01, 2023 for a term of 3 years at an Extraordinary General Meeting of the Company held on December 30, 2022.
iv. Vikas Kumar Sukhlal Jain (06763779)
The Members appointed Mr. Vikas Kumar Sukhlal Jain as a Whole-time Director of the Company with effect from January 01, 2023 for a term of 3 years at an Extraordinary General Meeting of the Company held on December 30, 2022.
v. Japna Choudhary (06571320)
The Board of Directors at its meeting held on December 05, 2022 appointed Ms. Japna Choudhary as an additional Non-Executive Independent Director of the Company with immediate effect to hold office up to the date of the ensuing Annual General Meeting of the Company. However, the said appointment was regularized at an Extra-Ordinary General Meeting held on December 30, 2022 to hold the office for the first term of Five years commencing from January 01, 2023.
vi. Kavitha Kumari (02043540)
The Board of Directors at its meeting held on December 05, 2022 appointed Ms. Kavitha Kumari as an additional Non-Executive Director of the Company with immediate effect to hold office up to the date of the ensuing Annual General Meeting of the Company. However, the said appointment was regularized at an Extra-Ordinary General Meeting held on December 30, 2022.
vi i. Smith Kumar Mogra (07782590)
The first tenure of Mr. Smith Kumar Mogra, as an Independent Director was due for expire on April 24, 2023. The members re-appointed Mr. Smith Kumar Mogra to hold the office for the second term of Five years commencing from April 25, 2023 at an Extra-Ordinary General Meeting held on March 16, 2023.
viii. Dhara Bhawesh Jain (07809941)
The first tenure of Ms. Dhara Bhawesh Jain, as an Independent Director was due for expire on April 24, 2023. The members re-appointed Ms. Dhara Bhawesh Jain to hold the office for the second term of Five years commencing from April 25,
2023 at an Extra-Ordinary General Meeting held on March 16, 2023.
ix. Aarti Panigrahi (PAN: BNAPP8245E)
The Board appointed Ms. Aarti Panigrahi as Company Secretary of the Company with effect from December 30, 2022.
x. Abhay Jain (PAN: AKHPJ4211H)
The Board appointed Mr. Abhay Jain as CFO(KMP) of the Company with effect from December 30, 2022.
xi. Bharathi (PAN: AVMPB5993Q)
The Board appointed Ms. Bharathi as Joint CFO (KMP) of the Company with effect from December 30, 2022.
13. DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013 that they meet the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013.
Independent Directors of the Company have confirmed about their enrolment in the data bank of Independent Directors maintained with the Indian Institute of Corporate affairs.
14. BOARD AND COMMITTEE MEETINGS:14.1 BOARD OF DIRECTORS:
During the financial year ended March 31, 2022 (13) Thirteen Meetings of the Board of Directors were held. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013. The details of the Board meetings held are as under:
|
Sl. No.
|
Date
|
No. of Directors
|
| |
|
present
|
|
1.
|
20/04/2022
|
6
|
|
2.
|
10/06/2022
|
6
|
|
3.
|
05/08/2022
|
6
|
|
4.
|
07/09/2022
|
6
|
|
5.
|
15/10/2022
|
6
|
|
6.
|
09/11/2022
|
6
|
|
7.
|
24/11/2022
|
6
|
|
8.
|
03/12/2022
|
6
|
|
9.
|
05/12/2022
|
6
|
|
10.
|
30/12/2022
|
8
|
|
11.
|
15/02/2023
|
8
|
|
12.
|
20/02/2023
|
8
|
|
13.
|
20/03/2023
|
8
|
14.2 COMMITTEE MEETINGS:• AUDIT COMMITTEE:
The Audit Committee was re-constituted in the Meeting of the Board of Directors held on December 30, 2022.
As on March 31, 2023 the Audit Committee comprises of three directors viz. Ms. Japna Choudhary, Mr. Smith Kumar Mogra, Independent Non-Executive Directors, and Ms. Kavitha Kumari, Non-Executive Director. Ms. Japna Choudhary is the Chairperson of the Committee.
During the year under review, the Audit Committee met 4 times.
• NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee was re-constituted in the Meeting of the Board of Directors held on December 30, 2022.
As on March 31, 2023 the Nomination and Remuneration Committee comprises of three directors viz. Ms. Japna Choudhary and Ms. Dhara Bhawesh Jain, Independent Non-Executive Directors, and Ms. Kavitha Kumari, Non-Executive Director.
Ms. Japna Choudhary is the Chairperson of the Committee.
During the year under review, the Nomination and Remuneration Committee met 2 times.
• CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:
The Corporate Social Responsibility Committee was re-constituted in the Meeting of the Board of Directors held on December 30, 2022.
As on March 31, 2023 the Corporate Social Responsibility Committee comprises of three directors viz. Ms. Japna Choudhary, Independent Non-Executive Director, and Mr. Sukhlal Jain, and Mr. Praveen Kumar Sukhlal Jain Executive Directors.
Ms. Japna Choudhary is the Chairperson of the Committee.
During the year under review, the Corporate Social Responsibility Committee met 1 time.
• STAKEHOLDER RELATIONSHIP COMMITTEE:
The Stakeholder Relationship Committee was constituted in the Meeting of the Board of Directors held on December 30, 2022.
As on March 31, 2023 the Corporate Social Responsibility Committee comprises of three directors viz. Ms. Japna Choudhary, Independent Non-Executive Director, and Mr. Sukhlal Jain, and Mr. Praveen Kumar Sukhlal Jain Executive Directors.
Ms. Japna Choudhary is the Chairperson of the Committee.
During the year under review, the Stakeholder Relationship Committee met 1 time.
14.3 MEETINGS OF INDEPENDENT DIRECTORS:
The Company’s Independent Directors met once during the financial year 2022-23. Such meeting was conducted to enable the Independent Directors to discuss matters pertaining to the Company’s affairs and put forth their views.
15. SECRETARIAL STANDARDS:
The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’, respectively, have been duly followed by the Company.
16. ANNUAL EVALUATION OF PERFORMANCE OF THE BOARD, ETC:
The Nomination and Remuneration Committee has laid down the criteria for performance evaluation of the Individual Directors and the Board. The framework of performance evaluation of the Independent Directors captures the following points:
• Key attributes of the Independent Directors that justify his/ her extension/continuation on the Board of the Company; and
• Participation of the Directors in the Board proceedings and his/ her effectiveness. The evaluation was carried out by means of the replies given/ observations made by all the Directors on the set of questions developed by them which brought out the key attributes of the Directors, quality of interactions among them and its effectiveness.
17. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The Company has formulated a Programme for Familiarization of Independent Directors with regard to their roles, rights, responsibilities, nature of the industry in which the Company operates, the business model of the Company etc.
During the year under review, there was no change in the nature of business of the company and its business vertical/ structure/operational strategy, etc., which would have necessitated fresh Familiarization Programme for Independent Directors.
18. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:
There have been no material changes and commitments, affecting the financial position of the Company occurred between the end of the financial year i.e. March 31, 2023.
Further after the close of the financial year, the Company had made an Initial Public Offer of 61,63,200/- Equity Shares of Rs. 10/- each at an issue price of Rs. 87/- each (including the share premium of Rs. 77/- per Equity Share) vide prospectus dated June 16, 2023 on the SME platform of the National Stock Exchange of India Limited i.e. NSE EMERGE.
19. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act, 2013, your Directors state that:
a. In the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed with proper explanation relating to material departures, if any;
b. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the Profit of the Company for the year ended on that date;
c. The directors have taken proper and 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 and detecting fraud and other irregularities;
d. The Directors have prepared the annual accounts on a 'going concern' basis; and
e. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
20. RISK MANAGEMENT POLICY:
The Risk Management policy has been formulated and implemented by the Company in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. Our internal control encompasses various managements systems, structures of organization, standard and code of conduct which all put together help in managing the risks associated with the Company. In order to ensure the internal controls systems are meeting the required standards, it is reviewed at periodical intervals. If any weaknesses are identified in the process of review the same are addressed to strengthen the internal controls which are also revised at frequent intervals. Some of the risks that may pose challenges are set out in the Management Discussion and Analysis Report, which forms part of this Annual Report.
21. VARIOUS POLICIES OF THE COMPANY:
In accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013 the Company has formulated, implemented various policies. All such Policies are available on Company’s website- https://greenchef.in/investors/ under the Tab named Policies. The policies are reviewed periodically by the Board and updated based on need and requirements:
|
Name of the Policy
|
Brief Description
|
|
Archival Policy
|
The policy provides framework for Identification of records that are to be maintained permanently or for any other shorter period of time.
|
|
Code of Conduct for Board & Senior Management Personnel
|
The Policy is aimed to formulate a Code of Conduct for the Directors and Senior Management Personnel to establish Highest standard of their ethical, moral andlegal conduct in the business affairs of the Company.
|
|
Nomination and Remuneration Policy
|
Your Board has framed the policy for selection and appointment of Directors including determining qualifications, competencies, positive attributes and independence of a Director, Key Managerial Personnel ("KMP”), Senior Management Personnel and their remuneration as part of its charter and other matters provided under Section 178(3) of the Companies Act, 2013.
|
|
Policy for Making Payments to NonExecutive Director
|
The Policy contains the rules for making payments to NonExecutive Directors as per the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015.
|
|
Policy on Criteria for Determining Materiality of Events
|
This policy applies for determining and disclosing material events taking placein the Company.
|
|
Policy on Materiality of Related PartyTransaction
|
The policy regulates all transactions taking place between the Company and itsrelated parties in accordance with the applicable provisions.
|
|
Terms & Conditions of appt. of Independent Directors
|
The Policy provides framework that regulates the appointment, re-appointmentof Independent Directors and defines their roles, responsibilities and powers.
|
|
Whistle Blower Policy
|
The Company has formulated a comprehensive Whistle Blower Policy in line with the provisions of Section 177(9) and Section 177(10) of the CompaniesAct, 2013 with a view to enable the stakeholders, including Directors, individual employees to freely communicate their concerns about unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct and ethics amongst others to the Audit Committee of the Company. The mechanism provides adequate safeguards against victimization of Directors or employees who avail of the mechanism.
|
|
Risk Management Policy
|
The Risk Management policy is formulated and implemented by the Company in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy helpsto identify the various elements of risks faced by the Company, which in the opinion of the Board threatens the existence of the Company.
|
|
Policy in case of leak of UPSI
|
The SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018 (“PIT Amendment Regulations”) mandates every listed company to formulate a written policy and procedures for inquiry in case of leak of unpublished price sensitive information and initiate appropriate action on becoming aware of leak of unpublished price sensitive information and inform the Board promptly of such leaks, inquiries and results of such inquiries. Pursuant to this regulation, the Company has adopted the Policy for Procedure of Inquiry in Case of Leak of Unpublished Price Sensitive Information (“UPSI”).
|
|
Policy for Evaluation of the Performance of the Board
|
The Policy provides framework for carrying out the annual evaluation of its own performance as envisaged in the Companies Act, 2013 and of the individual Directors (excluding the Director being evaluated).
|
|
Insider Trading Policy
|
Your Company has adopted the Policy to regulate, monitor and report trading by designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in Company's shares and sharing Unpublished Price Sensitive Information.
|
|
Code for fair disclosure of UPSI
|
The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information helps in determination of "Legitimate purposes for sharingUPSI”
The Code covers Company’s obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI.
|
|
Policy on Preservation of the Documents
|
The policy deals with the retention of corporate records of the Company.
|
22. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM, WHISTLE BLOWER POLICY, AND AFFIRMATION THAT NO PERSONNEL HAVE BEEN DENIED ACCESS TO THE AUDIT COMMITTEE:
The Company has a Whistle Blower Policy that provides a formal mechanism for all employees of the Company to approach the Chairman of the Audit Committee of the Company and make protective disclosures about the unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct.
Under the policy, each employee has an assured access to the Chairman of the Audit Committee. The Whistle Blower Policy is displayed on the website of the Company, viz. https://greenchef.in/investors/
23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:
There was no loan and investment made pursuant to Section 186 of the Companies Act, 2013 during the year under review and hence the said provisions are not applicable.
24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES UNDER SECTION 188 OF THE COMPANIES ACT, 2013:
There were contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review and is appended as Annexure - B to the Board's report
25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:CONSERVATION OF ENERGY:
The operation of Company is energy intensive. However, proper care has been taken to utilize the energy at optimum level.
TECHNOLOGY ABSORPTION:
The Company has not imported any technology and hence no information is being given hereunder.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
(Amount in Lakhs)
Earnings in foreign exchange: 27.34 Expenditure in foreign currency: 1,612
26. EXTRACT OF ANNUAL RETURN:
In accordance with Section 92 (3) read with Rule 12 of the Companies (Management and Administration) Rules 2014 (as amended) a copy of the Annual Return of the Company is hosted on its website and can be accessed at https: //greenchef.in/investors
27. REPORTING OF FRAUD BY AUDITORS:
During the year under review, the statutory auditors have not reported under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board's report.
28. STATUTORY AUDITORS:
The Statutory Auditors M/s. PATEL SHAH AND JOSHI, Chartered Accountants, (FRN: 107768W) will be appointed at the ensuing Annual General Meeting to hold office for a term of five years.
As required under the provisions of Section 139 and 141 of the Companies Act, 2013, the Company has received a written consent and certificate from M/s. PATEL SHAH AND JOSHI, Chartered Accountants, (FRN: 107768W), Statutory Auditor, to the effect that the approval of their appointment, if made, would be in conformity with the limits specified in the said Section and that they are not disqualified to be appointed as Auditors of the Company. The Board has recommended to the shareholders for appointment of M/s. PATEL SHAH AND JOSHI, Chartered Accountants, (FRN: 107768W) as Statutory Auditors, to hold office from the ensuing Annual General Meeting till the conclusion of the Sixth Annual General Meeting and to fix their remuneration.
29. AUDITORS REPORT:
During the year under review, no frauds have been occurred or noticed and/or reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (as amended from time to time).
The Auditors have issued an unmodified opinion on the Financial Statements for the Financial Year ended March 31, 2023. The Auditors' Report for the Financial Year ended March 31, 2023 on the financial statements of the Company is a part of this Annual Report.
The Statutory Auditors Report, being devoid of any reservation(s), qualification(s), or adverse remark(s), does not call for any further information(s), explanation(s), or comments from the Board under Section 134(3)(f)(i) of the Companies Act, 2013.
30. SECRETARIAL AUDITORS:
The Board of Directors at its meeting held on August 11, 2023 have appointed Ms. Subhashini Ghantoji (Practicing Company Secretary) having Membership No. 33743 and Certificate of Practice No. 12584 as Secretarial Auditor of the Company pursuant to Section 204 of the Companies Act 2013, to undertake Secretarial audit of the Company for the Financial Year 2022-23.
31. SECRETARIAL AUDIT REPORT:
Secretarial Audit Report as issued by the Secretarial Auditor, in Form No. MR-3 for the Financial Year 2022-23 is set out in the Annexure - D to this report and forms integral part of this Annual Report.
The said Secretarial Audit Report being devoid of any reservation(s), adverse remark(s) and qualification(s) etc. do not call for any further explanation(s)/ information or comment(s) from the Board under Section 134(3)(f)(ii) of the Companies Act, 2013.
32. INTERNAL AUDITORS:
The Board of Directors at its meeting held on September 07, 2022 have appointed M/s. SKNJ and Co., Practicing Chartered Accountant Firm as Internal Auditor of the Company pursuant to the applicable provisions of the Companies Act 2013, to undertake Internal audit of the Company for the Financial Year 2022-23.
Further, the Board at its meeting held on August 11, 2023 has re-appointed M/s. SKNJ and Co., as the Internal Auditor of the Company for Financial Year 2023-24 for conducting the Internal Audit.
33. DISCLOSURE ABOUT COST AUDIT:
Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are applicable for the business activities carried out by the Company.
Further, the Board at its meeting held on September 05, 2023 has appointed M/s. RDR and Associates as the Internal Auditor of the Company for Financial Year 2023-24 for conducting the Cost Audit.
34. INTERNAL FINANCIAL CONTROLS:
The Company has put in place an adequate system of internal financial control commensurate with its size and nature of its business and continuously focuses on strengthening its internal control processes. These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company and ensuring compliance with corporate policies. The internal financial control of the company is adequate to ensure the accuracy and completeness of the accounting records, timely preparation of reliable financial information, prevention and detection of frauds and errors, safeguarding of the assets, and that the business is conducted in an orderly and efficient manner.
Audit Committee periodically reviews the adequacy of Internal Financial controls. During the year, such controls were tested and no reportable material weaknesses were observed. The system also ensures that all transactions are appropriately authorized, recorded and reported.
35. PARTICULARS OF EMPLOYEES:
The Statement containing the names and other particulars of the employees of the Company as required under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in the Annexure - D to this report.
36. CORPORATE GOVERNANCE:
The disclosure requirements as prescribed under Para C of the Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (‘LODR)' are not applicable to the Company pursuant to Regulation 15(2) of the LODR as the Company is listed on the SME Exchange.
37. CORPORATE SOCIAL RESPONSIBILITY:
After the close of the Financial Year, provisions relating to Section 135 of the Companies Act, 2013 i.e. Constitution of the Corporate Social Responsibility Committee is applicable to the Company, since the Net Profits of the Company exceeds Rs. 5 crore during the Financial Year 2022-23.
The Corporate Social Responsibility Committee as required under the provisions of Section 135 of the Companies Act, 2013 is formed by the Company.
38. DETAILS OF APPLICATIONS MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016:
No application is made during the Financial Year 2022-23 by or against the Company and there are no proceedings pending under the Insolvency and Bankruptcy Code 2016.
39. DETAILS OF DIFFERENCES 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 any of its lenders.
40. LISTING FEES:
The listing fees payable for the Financial Year 2023- 24 has been paid to National Stock Exchange of India Limited within due date.
41. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has duly set up an Internal Complaints Committee (ICC) in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013, to redress complaints received regarding sexual harassment.
During the year under review, no complaints were filed with the Committee under the provisions of the said Act.
42. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE:
There are no significant material orders passed by the Regulators / Courts / Tribunal which would impact the going concern status of the Company and its future operations. Hence, disclosure pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rules, 2014 is not required .
43. RECEIPT OF ANY COMMISSION BY MANAGING DIRECTOR/WHOLETIME DIRECTOR FROM THE COMPANY OR RECEIPT OF COMMISSION/REMUNERATION FROM ITS HOLDING OR SUBSIDIARY:
There was no receipt of any commission by Managing Director/Whole time Director from the Company or receipt of commission/remuneration from its holding or subsidiary company.
44. BONUS SHARES:
The Company has issued 1,35,44,340 Bonus Shares in the proportion of 19:5 i.e. Nineteen (19) fully paid up Bonus Shares for every Five (5) existing fully paid up Equity Shares held by the members as on the record date.
45. DISCLOSURE REGARDING EMPLOYEE STOCK OPTIONS:
The Company has not provided any Stock Option Scheme to the employees.
46. DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES:
The Company has not issued sweat equity shares during the year under review.
47. TRANSFER OF UNCLAIMED REFUND AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND UNDER SECTION 124(5) OF THE COMPANIES ACT 2013:
Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).
48. GENERAL DISCLOSURES:
Your directors' state that no disclosure or reporting is required in respect of the following items as there were no transactions/ activities pertaining to these matters during the Financial Year 2022 -23:
a) Issue of equity shares with differential rights as to dividend, voting or otherwise;
b) Instances with respect to voting rights not exercised directly by the employees of Company;
c) Neither the Executive Director nor the CFO of the Company receives any remuneration or commission from any other Company; and
d) There is no requirement of web link of policy for determining 'material' subsidiaries is disclosed as Company has no subsidiaries during 2022- 23.
49. ENCLOSURES:
a. Annexure - A: Management Discussion and Analysis Report;
b. Annexure - B: Form AOC-2;
c. Annexure - C: Secretarial Auditors Report in Form No. MR-3;
d. Annexure - D: Particulars of employees;
50. ACKNOWLEDGEMENTS:
Your Directors place on records their sincere appreciation and gratitude for the assistance and generous support extended by all Government authorities, Financial Institutions, Banks, Customers and Vendors during the year under review.
Your Directors wish to express their immense appreciation for the devotion, commitment and contribution shown by the employees of the Company while discharging their duties.
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