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YASH INNOVENTURES LTD.

21 February 2025 | 12:00

Industry >> Fire Protection Equipment

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ISIN No INE823D01011 BSE Code / NSE Code 523650 / YASHINNO Book Value (Rs.) 20.82 Face Value 10.00
Bookclosure 27/09/2024 52Week High 45 EPS 1.14 P/E 26.39
Market Cap. 20.16 Cr. 52Week Low 20 P/BV / Div Yield (%) 1.44 / 0.00 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

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

Your Directors have pleasure in presenting their Thirty Three Annual Report on the business
and operations of the Company and the accounts for the Financial Year ended March 31, 2024.

1. FINANCIAL RESULTS:

The summary of the Company's financial performance for F.Y. 2023-24 compared to the
previous F.Y. 2022-23 is given below:

(Amount in Lakhs)

PARTICULARS

2023-2024

2022-2023

Revenue from Operations

274.94

0.74

Other income

28.99

36

Total Income

303.93

36.74

Profit/loss before Depreciation,
Finance Costs, Exceptional items and
Tax Expense

41.96

-75.91

Less: Depreciation

4.13

3.58

Profit/loss before Finance Costs,
Exceptional items and Tax Expense

37.83

-79.49

Less: Finance Cost

0

0

Profit/loss before Exceptional items
and Tax Expense

37.83

-79.49

Less: Exceptional Items

0

0

Profit / (Loss) Before Tax

37.83

-79.49

Provision for Tax & Deferred Tax

-38.60

0.08

Profit / (Loss) After Tax

76.43

-79.57

Other Comprehensive income (net of
tax effect)

0

0

Total Comprehensive income/loss

76.43

-79.57

Add : Balance as per last Financial
Statement

651.00

730.57

Disposable Surplus

-

Less : Transfer to General Reserve

-

Dividend Paid

0

0

Dividend Distribution Tax

0

0

Balance carried forward

727.43

651.00

2. PERFORMANCE OF THE COMPANY :

The Board's Report is prepared based on the stand alone financial statements of the
company.

During the year under review, the company recorded total income of Rs274.94lakhs against
Rs. 0.74lakhs. The performance of the company has beenincreased with respect to overall
turnover during the financial year 2023-24.

The Company is taking more efforts to achieve better revenue and profit in upcoming years.
The company will strive to improve its performance in long term prospects based on actual
pace of global economy.

3. DIVIDEND:

During the year under review, the directors did not recommend any Dividend for the year
2023-24.

4. THE AMOUNTS, IF ANY, WHICH IS PROPOSES TO CARRY TO ANY RESERVES:

The company has not transferred any amount to reserves during the financial year 2023-24.

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the FY 2023-24under review, no changes were occurred in the board of the
company.

6. MEETING OF BOARD OF DIRECTORS:

During the Financial year 2023-24, Seven (7) Board Meetings were held and details of the
dates of Board Meetings are as mentioned below:

SR. NO.

DATE

SR. NO.

DATE

1

01.04.2023

5

09.11.2023

2

26.05.2023

6

28.12.2023

3

27.06.2023

7

09.02.2024

4

14.08.2023

The Committee comprises of Mr. Hirenbhai Patel, Chairman and Independent non-executive
Director, Mr. Ashish Prakash PrakashTripathi, Independent non-executive Director and Mr.
Gnanesh Bhagat, Executive Director.

During the Financial Year 2023-24, Five (5) Audit Committee Meetings were held; the dates
of which are as follows:

SR. NO.

DATE

1

26.05.2023

2

27.06.2023

3

14.08.2023

4

09.11.2023

5

09.02.2024

ii)Stakeholders Relationship Committee:

The Committee comprises of Mr. Hirenbhai Patel, Chairman and Independent non-executive
director, Mr. Ashish Prakash PrakashTripathi, Independent non-executive Director and Mrs.
AnganaBhagat, non-executive director.

During the Financial Year 2023-24, Four (4) Stakeholders' Relationship Committee meetings
were held; the dates of which are as Follows:

SR. NO.

DATE

1

30.06.2023

2

30.09.2023

3

30.12.2023

4

30.03.2024

The Company's policy relating to the appointment of directors, positive attributes, and
independence of directors, remuneration and other related matters as provided in Section
178(3) of the Companies Act, 2013 is available on
www.yashinnoventures.com/Investor/Policies.

Nomination and Remuneration Committee comprises of Mr. Hirenbhai Patel, Chairmanand
Independent non-executive director, Mr. Ashish Prakash PrakashTripathi, Independent non¬
executive Director and Mrs. AnganaBhagat, non-executive director.

During the Financial Year 2023-24, One (1) Nomination and Remuneration Committee
meeting were held; date of which are as follows:

SR. NO.

DATE

1

10.02.2024

iv)Independent Directors Committee:

The Committee comprises of Mr. Hirenbhai Patel, Chairman and Independent non-executive
director, Mr. Ashish Prakash PrakashTripathiIndependent non-executive Director.

During the Financial Year 2023-24, One (1)Independent Directors Committee were held;
date of which are as follows:

SR. NO.

DATE

1

11.12.2023

8. STATUTORY AUDITORS & AUDIT REPORT:

M/S. SHAH & SHAH, Chartered Accountants, (F.R.NO.131527W), who have offered
themselves for appointment and have confirmed their eligibility to be appointed as
Auditors, in terms of provisions of section 141 of the Companies Act, 2013 has been
appointed as statutory auditors of the company for the term of five consecutive years to
hold office till the conclusion of the Annual General meeting for the Financial Year 2024-25.

Auditors comments on your company's accounts for year ended March 31, 2023 are self¬
explanatory in nature and do not require any explanation as per provisions of Section
134(3)(f) of the Companies Act, 2013.

There were no qualifications, reservation or adverse remark or disclaimer made by
Statutory Auditor in its report.

During the financial year 2023-24, the Statutory Auditor of the Company has not reported
to the audit committee any instance of fraud committed against the Company by its
employees or officers under section 143(12), the details of which need to be reported in
Board's Report.

9. INTERNAL FINANCIAL CONTROL:

During the year, the Company continued to implement their suggestions and
recommendations to improve the control environment. Their scope of work includes review
of processes for safeguarding the assets of the Company, review of operational efficiency,
effectiveness of systems and processes, and assessing the internal control strengths in all
areas.

10. COST RECORDS:

Pursuant to Section-148 (1) of the Companies Act, 2013 read with Rule 3 of Companies
(Cost Records and Audit) Rules, 2014, Company does not fall under the criteria for
maintaining cost record for the financial year 2022-23

11. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:

Pursuant to Section 204 of the Companies Act, 2013, your company had appointed M/s. A.
Shah & Associates, Practicing Company Secretaries, as its Secretarial Auditors to conduct
the Secretarial Audit of the company for FY 2023-24. The Report of the Secretarial Auditor
for the FY 2023-24 is annexed to this report as "
Annexure I"

There were no qualifications, reservations or adverse remarks made by the Secretarial
Auditors in their report for the FY 2023-24.

12. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, Board
committees and individual directors pursuant to the provisions of the Companies Act, 2013
and the corporate governance requirements as prescribed by Securities and Exchange
Board of India ("SEBI") under Regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2)
of regulation 46 and para C, D and E of Schedule V of SEBI (Listing Obligation and Disclosure
Requirement) Regulation 2015.

The performance of the Board was evaluated by the Board after seeking inputs from all the
directors on the basis of the criteria such as the Board composition and structure,
effectiveness of board processes, information and functioning, etc. The performance of the
committees was evaluated by the board after seeking inputs from the committee members
on the basis of the criteria such as the composition of committees, effectiveness of
committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the
performance of the individual directors on the basis of the criteria such as the contribution
of the individual director to the Board and committee meetings like preparedness on the
issues to be discussed, meaningful and constructive contribution and inputs in meetings,
etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors, performance of non-independent
directors, performance of the board as a whole and performance of the Chairman was
evaluated, taking into account the views of executive directors and non-executive directors.
The same was discussed in the board meeting that followed the meeting of the
Independent Directors, at which the performance of the Board, its committees and
individual directors was also discussed.

13. DEPOSITS:

Your company has not accepted any fixed deposits from the public within the provisions of
Section 73 to 76 of the Companies Act, 2013.

14. VIGIL MECHANISM:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 read with
Regulation 22 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015
a Vigil Mechanism for directors and employees to report genuine concerns has been
established. The Vigil Mechanism Policy has been uploaded on the website of the Company
at
www.yashinnoventures.comunder investors/Policies/Whistle blower Policy link.

15. CONSERVATION OF ENERGY, TECHNOLOGY:

(a) Conservation of enerev

(i)

the steps taken or impact on conservation of energy

N.A

(ii)

the steps taken by the company for utilizing alternate sources of energy

N.A

(iii)

the capital investment on energy conservation equipment's

N.A

(b) Technology absorption

(i)

the efforts made towards technology absorption

N.A

(ii)

the benefits derived like product improvement, cost reduction, product
development or import substitution

N.A

(iii)

in case of imported technology (imported during the last three years
reckoned from the beginning of the financial year)-

N.A

(a) the details of technology imported

N.A

(b) the year of import;

N.A

(c) whether the technology been fully absorbed

N.A

(d) if not fully absorbed, areas where absorption has not taken place, and
the reasons thereof

N.A

(iv)

the expenditure incurred on Research and Development

N.A

16. FOREIGN EXCHANGE EARNINGS / OUTGO:

As the Company has not carried out any activities relating to the export and import during
the financial year. There is no foreign exchange expenses and foreign income during the
financial year 2023-24.

17. NOMINATION AND REMUNERATION POLICY:

The Board has on the recommendation of Nomination and Remuneration / Compensation
Committee framed a policy on directors' appointment and remuneration of Directors
including criteria for determining qualification, positive attributes, independence of
directors and remuneration for Directors, Key Managerial Personnel and other employees.
The policy is annexed to this report as "
Annexure II".

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered during the financial year were in ordinary
course of the business of the company and were on arm's length basis. All such Related
Party Transactions are placed before the Audit Committee for approval.

The policy on materiality of Related Party Transactions and also on dealing with Related
Party Transactions as approved by the Audit Committee and the Board of Directors has
been uploaded on the website of the Company at www.yashinnoventures.com under
investors/Policies/Related Party Transaction Policy link.

The particulars of every contract or arrangements entered into by the Company with
related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 is
disclosed in
Form No. AOC-2 in "Annexure - III".

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

In terms of provisions of Section 134(3)(g), the company has granted Loans, guarantee, and
made Investment during the year 2023-24. Accordingly, the Disclosure as per Section
134(3)(g) containing the Particulars of Loans, Guarantees or Investments under Section 186,
is annexed hereto as "
Annexure IV" and forms part of this Report.

20. PARTICULARS OF EMPLOYEES REMUNERATION:

A. The ratio of the remuneration of each director to the median employee's remuneration and
other details in terms of sub-section 12 of Section 197, of the Companies Act, 2013 read
with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, are forming part of this report as "
Annexure V".

B. The statement containing particulars of employees as required under Section 197(12) of the
Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is not provided as no employees is paid
remuneration of Rs. 8.50 Lac Per month if employed for part of the year and Rs. 1.02 Crore
Per Annum if employed for the whole year.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Board of Directors during the year under review approved the Corporate Social
Responsibility (CSR) Policy for your Company pursuant to the provisions of Section 135 of
the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy)

Rules, 2014, based on the recommendations of the board of directors.

The CSR Policy is available on the website of the Company
athttps://yashinnoventures.com/documents/CSR-Policy.pdf.

A brief outline of the CSR Policy of the Company, the CSR initiatives undertaken during the
financial year 2022-23are set out in '
Annexure VI' to this Report.

The Provision of section 135 of the Companies Act, 2013 is applicable to your company, as
the conditions given in section 135 (1) is fulfilled so your company has spent under CSR for
the year 2023-24.

22. HUMAN RESOURCES DEVELOPMENT:

Your Company treats its "human resources" as one of its most important assets. Your
Company continuously invests in attraction, retention and development of talent on an
ongoing basis. A number of programs that provide focused people attention are currently
underway. Your Company thrust is on the promotion of talent internally through job
rotation and job enlargement. The Company's Health and Safety Policy commits to provide
a healthy and safe work environment to all employees.

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

To foster a positive workplace environment, free from harassment of any nature, we have
institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which we
address complaints of sexual harassment at all the workplaces of the Company. Our policy
assures discretion and guarantees non-retaliation to complainants. We follow a gender-
neutral approach in handling complaints of sexual harassment and we are compliant with
the law of the land where we operate. We have also constituted aInternal Complaints
Committee (ICC) to consider and address sexual harassment complaints in accordance with
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013.To that effect, during the year under review, there were no incidences of sexual
harassment reported.

24. CHANGE IN NATURE OF THE BUSINESS:

There was no change in the nature of business of the company during the year under review.

25. MANAGEMENT DISCUSSION AND ANALYSIS:

As per corporate governance norms, a separate section on Management Discussion and
Analysis outlining the business of the Company is set out in Annexure forming part of this
Report.

26. SIGNIFICANT OR MATERIAL ORDERS AGAINST COMPANY:

No significant and material orders were passed by the regulators or courts or tribunals
impacting the going concern status and Company's operation in future.

27. SIGNIFICANT OR MATERIAL EVENT OCCURRED DURING THE FINANCIAL YEAR:

During the current financial year following material events has been occurred:

The Company has filed application with NCLT, Ahmedabad Court 2 on 02.08.2023 for the
SCHEME OF ARRANGEMENT IN THE NATURE OF AMALGAMATION between Yash Shelters
Limited (Transferor) and Yash Innoventures Limited (Transferee).

28. SIGNIFICANT OR MATERIAL EVENT OCCURRED AFTER BALANCESHEET DATE:

No Event has occurred after the balance sheet date that representing the material changes
and commitment that affecting the Financial position of the company.

29. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to requirement under 134(3)(c) and Section 134(5) of the Companies Act, 2013
(Act), Directors, confirm that:

(a) in the preparation of the annual accounts for the year ended on 31st March, 2024, the
applicable accounting standards read with requirement set out under Schedule III to the
Act, have been followed and there are no material departures from the same;

(b) the Directors have selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company as at 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 the Act for safeguarding the
assets of the company and for preventing and detecting fraud and 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 that such internal financial controls are adequate and are operating effectively and

(f) The Directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems are adequate and operating effectively.

30. ACKNOWLEDGEMENT

Your Directors wish to place on record their gratitude and sincere appreciation for the
assistance and co-operation received from the financial institutions, banks, Government
authorities, customers, vendors and members during the year under review.

Your Directors would like to express a profound sense of appreciation for the commitment
shown by the employees in supporting the Company in its continued robust performance
on all fronts.

PLACE: AHMEDABAD BY ORDER OF THE BOARD OF DIRECTORS,

DATE: 12/08/2024 FOR, YASH INNOVENTURES LIMITED

(FORMERLY KNOWN AS REDEX PROTECH LIMITED)

SD/-

MR. GNANESH BHAGAT
MANAGING DIRECTOR
(DIN:00115076)