Your directors are pleased to present the Annual Report together the Audited Financial Statements of your Company for the financial year ended March 31, 2024:
FINANCIAL HIGHLIGHTS:
The Audited Financial Statements of your Company as of March 31, 2024 have been prepared in accordance with the relevant applicable Accounting Standards, Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations”), and the applicable of the Companies Act, 2013 ("Act").
(Rs. in Lakhs except EPS)
|
Particulars
|
2023-24
|
2022-23
|
|
Revenue from Operations
|
2,615.59
|
2,731.45
|
Other Income
|
180.25
|
13.30
|
Total Revenue
|
2,795.83
|
2,744.75
|
Expenses:
|
|
|
Employee benefit expenses
|
2,040.23
|
1,674.68
|
Finance costs
|
26.99
|
21.26
|
Depreciation and amortization expenses
|
203.20
|
232.96
|
Other expenses
|
862.51
|
454.19
|
Total expenses
|
3,132.94
|
2,383.09
|
Profit/(Loss) before Tax
|
(337.10)
|
361.66
|
Less: Tax Expenses
|
|
|
- Current Tax
|
28.76
|
139.29
|
- Tax of earlier years (Net)
|
-
|
0.41
|
- Deferred Tax liability
|
(78.51)
|
(53.21)
|
Profit/(Loss) for the year
|
(287.36)
|
275.17
|
Other Comprehensive Income / (Loss) for the year
|
70.27
|
(52.90)
|
Total Comprehensive Income / (Loss) for the year
|
(217.08)
|
222.28
|
Earnings Per Share (Basic / Diluted)
|
(3.09)
|
7.47
|
For the year ended 31st March, 2024, the company has achieved a Revenue of Rs. 2795.83 lakhs, and it has shown the uptrend by 1.86% over the last year of Rs. 2744.75 lakhs. The Company has incurred a net loss of Rs. 287.36 Lacs, registering the downtrend growth over the profit of Rs. 275.17 Lakhs in Financial Year 2022-23.
DETAILS OF SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANIES
Your Company is a subsidiary of Ability Games Limited. Ability Games Limited is holding 50.12% stake in your company.
During the year under review, the Board of Directors, in their meeting held on March 1, 2024, approved the incorporation of a subsidiary under the name "Insightly Dataworks Private Limited.” The Board approved to subscribe to 5,100 shares at ?10 each constituting 51% of equity stake. The subsidiary was officially incorporated on April 27, 2024, and became a subsidiary of the company. This subsidiary company will help the organization expand its market presence in India and tap into new opportunities in the region.
Your company promulgated a share subscription agreement and a shareholder agreement for the acquisition of 51.01% equity stake in ABCM App Private Limited after the financial year ended and up until the report was signed. Following acquisition, ABCM App Private Limited will become part of your company as a subsidiary. Through this acquisition, your company will be able to take use of the technology and user base of ABCM App Private Limited and increase its footprint in the fintech and digital market. Furthermore, this acquisition will provide your business a competitive advantage in the quickly expanding digital sector. By obtaining the majority of ABCM App Private Limited, the company is setting itself up for future expansion and commercial success.
CHANGE IN NATURE OF BUSINESS
During the financial year ended March 31, 2024, there has been no change in the Company’s nature of business.
TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3)(J) OF THE COMPANIES ACT, 2013
The Board of Directors of the Company has decided not to transfer any amount to the Reserves for the year under review.
DIVIDEND
The Board of Directors of your company, after considering holistically the relevant circumstances, has decided that it would be prudent, not to recommend any Dividend for the year under review.
LOANS, GUARANTEES AND INVESTMENTS
Details of loans and guarantees given, investments made and securities provided, if any, as covered under the provisions of Section 186 of the Act are disclosed in the notes to the financial statements.
MANAGEMENT DISCUSSION & ANALYSIS
A detailed review of the operations, performance and future outlook of the Company and its businesses is given in the Management Discussion and Analysis Report which forms part of this Report as Annexure A.
INITIAL PUBLIC OFFER AND LISTING OF SHARES:
Your Company got in-principle approval from NSE for Initial Public Issue of 27,17,600 Equity Shares of face value of Rs. 10/- each cash at a price of Rs.165/- on August 16, 2023.
The Shares of the Company were listed on National Stock Exchange, SME platform, Mumbai on August 17, 2023. The Company has paid the annual listing fee for the financial year 2023-2024. The Equity Shares of the Company has the electronic connectivity under ISIN No. INE09FA01019. To provide service to the shareholders, the Company has appointed M/s. MAS Services Limited, T-34, IInd Floor, Okhla Industrial Area, Phase-II, New Delhi - 110020, Delhi, India as Registrar and Share Transfer Agent (RTA) of the Company for Secretarial Services for its Members / Investors and for Electronic Connectivity with NSDL and CDSL.
Your Company has successfully concluded its maiden pubic issue of equity shares during the year 2023-24 aggregating to Rs. 4,484.04 lakhs.
a. Authorised Capital:
Authorised Share Capital of the Company is Rs. 11,16,00,000 (Rupees Eleven Crore Sixteen Lakh Only) divided into 1,11,60,000 (One Crore Eleven Lakh Sixty Thousand) equity shares of Rs. 10/-(Rupees Ten) each.
b. Issued, Subscribed & Paid-Up Capital:
Issued, Subscribed and Paid-up capital is Rs. 10,31,93,750 (Rupees Ten Crore Thirty-One Lakhs Ninety-Three Thousand Seven Hundred Fifty) divided into 1,03,19,375 (One Crore Three Lakh Nineteen Thousand Three Hundred Seventy-Five) equity shares of Rs. 10/- (Rupees Ten) each.
During the year under review, your Company came out with the Initial Public Offer and issued and allotted 27,17,600 equity shares of Rs. 10 each at the premium of Rs. 155 per equity share.
Accordingly, paid-up share capital of the Company stood enhanced to Rs. 10,31,93,750. The Company got listed on the NSE EMERGE platform of National Stock Exchange on August 17, 2023.
Further, during the period under review, your Company has not bought back any of its securities / has not issued any Sweat Equity Shares / has not issued shares with Differential Voting rights / has not issued any shares under Employee stock option plan and there has been no change in the voting rights of the shareholders.
DETAILS OF UTILIZATION OF FUNDS RAISED THROUGH INITIAL PUBLIC OFFER (IPO):
The details of the utilisation of IPO proceeds as on March 31, 2024 is as follow:
Particulars
|
(Amount In Lakh)
|
Planned as per Prospectus
|
Utilized
|
Pending to Be Utilized
|
Unidentified Acquisition (In India & Abroad)
|
615.54
|
-
|
615.54
|
Development of New Product & Technology
|
615.54
|
166.29
|
449.25
|
Networking & cabling
|
123.10
|
-
|
123.10
|
Branding & Marketing Expenses
|
487.00
|
-
|
487.00
|
Capital Expenditure
|
173.46
|
-
|
173.46
|
Working Capital Requirement
|
1,057.61
|
128.11
|
929.50
|
General Corporate Purposes
|
727.75
|
-
|
727.75
|
Issue Expenses
|
684.04
|
526.24
|
157.80
|
Total
|
4,484.04
|
820.64
|
3,663.40
|
DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Act, the Board hereby submit its responsibility Statement:
a) In the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b) the directors had 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 at the end of the financial year and of the loss of the company for that period;
c) the directors had 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 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 were operating effectively; and
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.
CHANGE IN NATURE OF BUSINESS:
During the year, the Company has not changed its business or object and continues to be in the same line of business as per the main object of the Company.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
The provision of Section 125 of the Act does not apply to the Company; as the Company has not declared any dividend for the period under review.
CHANGE IN CONSTITUTION AND NAME OF THE COMPANY
During the period under review, there has been no change in the nature of business of the Company during the year under review.
BOARD COMPOSITION, BOARD OF DIRECTORS, BOARD MEETINGS, KEY MANAGERIAL PERSONNEL & COMMITTEES OF DIRECTORS
a) Board Composition
Your Company have optimum combination of Executive and Non-Executive Directors of Board. As on March 31, 2024, The Board of company consists of following Directors
Name of Director
|
Category Cum Designation
|
Date of Appointment / Change in Designation
|
No. of shares held as on March 31, 2024
|
|
Mr. Bharat Shamjibhai Patel
|
Whole Time Director
|
01/09/2022
|
8,09,997
|
Mr. Suraj Chokhani
|
Whole Time Director
|
01/09/2022
|
Nil
|
Mr. Pratik Bhaskarbhai Patel
|
Managing
Director
|
01/09/2022
|
8,09,997
|
Mr. Chirag Rajendrakumar Leuva
|
Chief Executive Officer & Director
|
01/09/2022
|
8,09,997
|
Mr. Amit Joshi
|
Independent
Director
|
12/09/2022
|
Nil
|
Ms. Jija Roy
|
Independent
Director
|
12/09/2022
|
Nil
|
Mr. Utpal Vaishnav
|
Independent
Director
|
28/01/2023
|
Nil
|
Mr. Vidhur Bhogilal (@)
|
Independent
Director
|
28/01/2023
|
Nil
|
Mr. Nisarg Nalinbhai Pathak (#)
|
Independent
Director
|
28/05/2024
|
Nil
|
(@) Mr. Vidur Bhogilal (DIN: 00008036), had tendered his resignation from the position of NonExecutive and Independent Director of the Company with effect from April 01, 2024.
(#) Mr. Nisarg Nalinbhai Pathak was appointed as an Additional Directors in the category of NonExecutive and Independent Directors of the Company by the Board on May 28, 2024.
|
b) Appointment & Re-appointment of Directors
During the year under review, based on the recommendation of Nomination and Remuneration Committee, Board had appointed Mr. Utpal Vaishnav (DIN: 07635026) and Mr. Vidur Bhogilal (DIN: 00008036) as Additional Directors designated as Independent Director of the Company for a period of 5 years in their meeting held on January 28, 2023. Further, the said appointment was regularized by way of passing requisite resolutions in the Annual General Meeting of the Company held on June 26, 2023.
Pursuant to provisions of Section 152(6) of the Act and the Articles of Association of the Company, Mr. Chirag Rajendrakumar Leuva (DIN: 03612154) and Mr. Pratik Bhaskarbhai Patel (DIN: 05262863) retires by rotation and being eligible, offers themselves for re-appointment at the ensuing Annual General Meeting of the Company. The Directors recommend the resolution relating to the re-appointment of Mr. Chirag Rajendrakumar Leuva and Mr. Pratik Bhaskarbhai Patel who is liable to retire by rotation, as Director of the Company.
After the closure of the financial year, based on the recommendation of the Nomination and Remuneration Committee, the Board has considered and approved the appointment of Mr. Nisarg Nalinbhai Pathak (DIN: 10625562) as an Additional Directors in the category of Non-Executive and Independent Directors of the Company for a consecutive term of 5 (five) years commencing on May 28, 2024, subject to the approval of Members at the ensuing Annual General Meeting. The Board recommends their appointment.
In line with the provisions of Regulation 36(3) of the Listing Regulations and Secretarial Standards on General Meetings, the requisite details of directors seeking appointment/re-appointment is furnished in the Annexure to the Notice of the 13th AGM.
c) Resignation of Directors:
After the closure of the financial year, Mr. Vidur Bhogilal (DIN: 00008036), had tendered his resignation from the position of Non-Executive and Independent Director of the Company with effect from April 01, 2024 due to extensive overseas travel commitments. He further confirmed that there is no other material reason other than stated herein, pursuance to Regulation 30 of the Listing Regulations read with clause 7B of Part A of Schedule III of the Listing Regulations. The Board have accepted his resignation at their meeting held on May 28, 2024.
During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses, if any incurred by them for the purpose of attending meetings of the Board/Committee of the Company.
• MEETINGS OF THE BOARD OF DIRECTORS
During the financial year ended March 31, 2024, Ten (10) meetings of board of directors of the Company. The intervening gap between the Meetings was within the period prescribed under the Act.
The following Meetings of the Board of Directors were held during the Financial Year 2023-24:
SN
|
Date of Meeting
|
Board Strength
|
No. of Directors Present
|
1.
|
28/04/2023
|
8
|
6
|
2.
|
16/06/2023
|
8
|
7
|
3.
|
14/07/2023
|
8
|
5
|
4.
|
20/07/2023
|
8
|
8
|
5.
|
31/07/2023
|
8
|
5
|
6.
|
11/08/2023
|
8
|
5
|
7.
|
08/09/2023
|
8
|
6
|
8.
|
09/11/2023
|
8
|
6
|
9.
|
01/03/2024
|
8
|
6
|
10.
|
28/03/2024
|
8
|
5
|
PRESENCE/ATTENDANCE OF DIRECTORS IN THE MEETINGS
|
|
SN
|
Name of Director
|
Board Meetings
|
AGM
(30/09/
2023)
|
No. of Meeting Entitled to Held
|
No. of Meeting attended
|
%
|
1.
|
Mr. Bharat Shamjibhai Patel
|
10
|
10
|
90.00
|
Yes
|
2.
|
Mr. Suraj Chokhani
|
10
|
6
|
60.00
|
Yes
|
3.
|
Mr. Pratik Bhaskarbhai Patel
|
10
|
10
|
100.00
|
Yes
|
4.
|
Mr. Chirag
Rajendrakumar Leuva
|
10
|
10
|
100.00
|
No
|
5.
|
Mr. Amit Joshi
|
10
|
6
|
60.00
|
No
|
6.
|
Ms. Jija Roy
|
10
|
8
|
80.00
|
Yes
|
7.
|
Mr. Utpal Vaishnav
|
10
|
6
|
60.00
|
N.A.
|
8.
|
Mr. Vidhur Bhogilal
|
10
|
5
|
50.00
|
N.A.
|
d) Key Managerial Personnel
Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2024 are as under:
• Mr. Bharat Shamjibhai Patel, (DIN: 00243783) Chairman and Whole-Time Director
• Mr. Pratik Bhaskarbhai Patel, (DIN: 05262863) Managing Director
• Mr. Chirag Rajendrakumar Leuva, (DIN: 03612154) Chief Executive Officer
• Mr. Suraj Chokhani, (DIN: 03547280) Whole-Time Director
• Ms. Zarna Hiteshkumar Shah, Chief Financial Officer
• Mr. Deepak Jain, Company Secretary and Compliance Officer (,)
• Mrs. Raveena Bohra, Company Secretary and Compliance Officer (#)
After the closure of financial year, Mr. Deepak Kantilal Jain, Company Secretary & Compliance Officer of the Company had tendered his resignation with effect from April 11, 2024. The Board have confirmed his resignation at their meeting held on May 28, 2024.
Further, based on the recommendation of Nomination and Remuneration Committee, Board has further appointed Mrs. Raveena Bohra as Company Secretary and Compliance Officer of the Company in their meeting held on May 28, 2024.
e) Committees
The Board’s committees focus on certain specific areas and make informed decisions with the authority delegated to them. Each committee of the Board functions according to its charter that defines its composition, scope, power and role in accordance with Act and the Listing Regulations. Presently, the Company is having following Board Committees:
• Audit Committee
The Audit Committee assists the Board in its responsibility for overseeing the quality and integrity of the accounting, auditing and reporting practices of the Company and its compliance with the legal and regulatory requirements. The Committee’s purpose i s to oversee the accounting and financial reporting process of the Company, the audits of the Company’s financial statements, independence, performance and remuneration of the statutory auditors, the performance of internal auditors, etc. The Composition of the Audit Committee meets the requirements of Act and Regulation 18 of Listing Regulations. All the
recommendations of Audit Committee have been accepted by the Board of Directors of the Company.
During the year under review, six meetings of the Audit Committee were held i.e. on June 15 2023, July 13 2023, November 09 2023, March 01 2024, March 28, 2024. The intervening gap between two meetings did not exceed one hundred and twenty days.
The details of the Audit Committee meetings attended by its members during FY 2023-24 are given below:
Sr.
No.
|
Name of Director
|
Category / Nature of Directorship
|
Number of Meetings held during the FY 2023-24
|
Percentage
of
attendance
|
Held
|
Attende
d
|
1.
|
Ms. Jija Roy
|
Chairperson, NonExecutive Independent Director
|
6
|
6
|
100.00
|
2.
|
Mr. Amit Joshi
|
Member, NonExecutive Independent Director
|
6
|
4
|
80.00
|
3.
|
Mr. Bharat Shamjibhai Patel
|
Member, Executive Director
|
6
|
6
|
100.00
|
The Chief Financial Officer was invited to attend the audit committee meetings. The Company Secretary of the Company acts as Secretary of the Committee.
• Nomination and Remuneration Committee
The Nomination and Remuneration Committee formed pursuant to Section 178 of the Act and Listing Regulations, for the purpose, inter alia, to assess the remuneration payable to the Managing Director/ Whole Time Directors; sitting fee payable to the Non-Executive Directors; remuneration policy covering policies on remuneration payable to the senior executives
During the year under review, two meetings of the Nomination and Remuneration Committee were held i.e. on November 09 2023 and March 28 2024.
The details of the Nomination and Remuneration Committee meetings attended by its members during FY 2023-24 are given below
Sr.
No.
|
Name of Director
|
Category / Nature of Directorship
|
Number of Meetings held during the FY 2023-24
|
Percentage
of
attendance
|
Held
|
Attended
|
1.
|
Mr. Amit Joshi
|
Chairman, NonExecutive Independent Director
|
2
|
2
|
100.00
|
2.
|
Ms. Jija Roy
|
Member, NonExecutive Independent Director
|
2
|
2
|
100.00
|
3.
|
Mr. Utpal
Maheshkumar
Vaishnav
|
Member, NonExecutive Independent Director
|
2
|
1
|
50.00
|
The Company Secretary of the Company acts as Secretary of the Committee.
• Stakeholders Relationship Committee
Pursuant to Section 178 of the Act and Listing Regulations, the Board has delegated the powers to the committee, inter alia, to approve transfer/transmission of shares, considering and resolving the grievances, to oversee the performance of the Registrar & Share Transfer Agent and to all other matters related thereto.
During the year under review, one meeting of the Stakeholders Relationship Committee were held i.e. on November 09, 2023.
The details of the Stakeholder Relationship Committee meetings attended by its members during FY 2023-24 are given below:
Sr.
No.
|
Name of Director
|
Category / Nature of Directorship
|
Number of Meetings held during the FY 2023-24
|
Percentage
of
attendance
|
Held
|
Attende
d
|
1.
|
Mr. Amit Joshi
|
Chairman, NonExecutive Independent Director
|
1
|
1
|
100.00
|
2.
|
Mr. Utpal
Maheshkumar
Vaishnav
|
Member, NonExecutive Independent Director
|
1
|
1
|
100.00
|
3.
|
Mr. Pratik
Bhaskarbhai
Patel
|
Member, Executive Director
|
1
|
1
|
100.00
|
The Company Secretary of the Company acts as Secretary of the Committee.
DECLARATION OF INDEPENDENT DIRECTORS
Your Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Act and Regulations 16(1) (b) and 25(8) of the Listing Regulations, that he/she meets the criteria of independence as laid out in Section 149(6) of the Act and Regulations 16(1)(b) of the Listing Regulations. In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board.
Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.
The Board of directors of the Company has taken on record the declaration and confirmation submitted by the independent directors after undertaking due assessment of the veracity of the same. There has been no change in the circumstances affecting their status as Independent Directors of the Company.
In the opinion of the board, there has been no change in the circumstances which may affect their status as independent directors and the board is satisfied of the integrity, expertise and experience (including proficiency in terms of Section 150 (1) of the Act and applicable rules thereunder) to all independent directors on the board.
MEETING OF INDEPENDENT DIRECTORS
During the year under review, the Independent Directors met on November 09, 2023, inter alia, to discuss:
- Review of the performance of the Non Independent Directors and the Board of Directors as a whole.
- Review the performance of the Chairman of the Company, taking into the account of the views of the Executive and Non- Executive Directors.
- Assess the quality, content and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.
All the Independent Directors were present in the meeting.
FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS
In compliance with the requirements of the Listing Regulations, the Independent Directors have been familiarized about the Company by the functional heads of various departments of the Company which includes detailed presentations on the vision and mission of the Company, its operations, business plans, technologies and also future outlook of the entire industry.
ANNUAL PERFORMANCE EVALUATION BY THE BOARD
Pursuant to the provisions of the Act read with Rules made thereunder and as provided in Schedule IV to the Act and applicable regulations of Listing Regulations, the Nomination and Remuneration Committee has carried out an annual evaluation of the performance of the Board and its Committees and of the Directors individually and the findings were thereafter shared with the Board Members as well as the Chairman of the Company. In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company was evaluated by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process
DISCLOSURE BY DIRECTORS
The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP 1, intimation under Section 164(2) i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company.
GENERAL MEETINGS
During the year under review, the following General Meetings were held, the details of which are given as under:
Sr. No.
|
Date of Meeting
|
Type of Meeting
|
1.
|
26/06/2023
|
Annual General Meeting
|
2.
|
28/06/2023
|
Extra Ordinary General Meeting
|
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
The material changes and commitments affecting the financial position of the company that have occurred during the year of the company to which the financial statements relate and the date of this report is that the company got the in-principle approval of Draft Red Herring Prospectus (DRHP) for Initial Public Issue of 27,17,600 Equity Shares of face value of Rs. 10/- each on premium of Rs. 155 per equity share.
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 August 16, 2023.
The company got listed on NSE EMRGE on August 17, 2023 with listing price of Rs.185 per equity share against the issue price of Rs. 165 per equity share.
Details of the Issue of equity shares through IPO
|
Equity Shares Offered through Public Issue
|
27,17,600 Equity Shares aggregating up to Rs. 4484.04 lakhs
|
Out of which:
|
|
Issue Reserved for the Market Makers
|
1,36,800 Equity Shares aggregating up to Rs. 225.72 lakhs
|
Net Issue to the Public
|
25,80,800 Equity Shares aggregating up to Rs. 4258.32 lakhs
|
Out of which
|
|
A. QIB Portion
|
Not more than 12,80,000 Equity Shares aggregating up to Rs. 2112.00 lakhs
|
Of which
|
|
Anchor Investor Portion
|
7,60,000 Equity Shares aggregating up to Rs. 1254.00 lakhs
|
Net QIB Portion
|
5,20,000 Equity Shares aggregating up to Rs. 858.00 lakhs
|
B. Non-Institutional Portion
|
Not less than 3,92,800 Equity Shares aggregating up to Rs. 648.12 lakhs
|
C. Retail Portion
|
Not less than 9,08,000 Equity Shares aggregating up to Rs. 1498.20 lakhs
|
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
|
PARTICULARS
|
REMARKS
|
|
A) CONSERVATION OF ENERGY:
> the steps taken or impact on conservation of energy;
|
Your Company is taking due care for using electricity in the office. The Company usually takes care for optimum utilization of energy. No capital investment on energy conservation equipment made during the financial year
|
> the steps taken by the company for utilizing alternate sources of energy;
|
> the capital investment on energy conservation equipments;
|
B) TECHNOLOGY ABSORPTION:
|
> the efforts made towards technology absorption;
|
The products of your company are developed using internal know-how; no outside technology is used for operational tasks. As a result, technological immersion is not necessary. This strategy ensures that all products are developed in accordance with our specific standards and gives your company total control over the production process. By continuously innovating
|
> the benefits derived like product improvement, cost reduction, product development or import substitution;
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> in case of imported technology (imported during the last three
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years reckoned from the beginning of the financial year)-
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and adapting to shifting customer demands, your Company can maintain a competitive edge in the market by relying on internal know-how.
Your Company has not incurred any expenditure on Research and Development for the Financial year 2023-24
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(a) the details of technology imported;
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(b) the year of import;
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(c) whether the technology been fully absorbed;
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(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; Not applicable since 5 years period is over
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> the expenditure incurred on Research and Development
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(c FOREIGN EXCHANGE EARNINGS AND OUTGO:
1
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> The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows
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Foreign Exchange Earnings (Rs. In Lakhs):
For FY 2023-24: 1,756.43 For FY 2022-23: 1,748.19
Foreign Exchange Outgo (Rs. In Lakhs):
For FY 2023-24: 22.97 For FY 2022-23: 30.43
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RISK MANAGEMENT
The Board of Directors of the Company identify, evaluate business risks and opportunities. The Directors of the Company take pro-active steps to minimize adverse impact on the business objectives and enhance the Company’s competitive advantage. Presently no material risk has been identified by the directors except of general business risks, for which the Company is leveraging on their expertise and experience.
CORPORATE SOCIAL RESPONSIBILITY
The company does not meet the criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 for the FY 2023-24.
INSURANCE
Your Company has a broad-banded approach towards insurance. Adequate cover has been taken for all movable and immovable assets against numerous risks and hazards.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.
Your Company has always believed in providing a safe and harassment free workplace for every women employee working with your Company. Your Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.
Your Company has a zero tolerance for sexual harassment at workplace and, therefore, has in place a policy on prevention of sexual harassment at workplace. The said policy is in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. There was no complaint outstanding / received from any employee during the financial year 2023-24 and hence, no complaint is pending as on March 31, 2024 for redressal.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016
During the year under Review, neither any application was made nor any proceedings were pending under Insolvency and Bankruptcy Code, 2016.
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: Not Applicable
DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There is no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.
COMPANY'S POLICY RELATING TO DIRECTORS’ APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES
Your Company's policy on Directors' appointment and remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 is available on the website of the Company at and have been displayed on website www.yudiz.com .
PREVENTION OF INSIDER TRADING
Pursuant to the provision of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulation, 2015 and amendments thereto, the company has in place a code of conduct to regulate, monitor and report trading by insider for prohibition of Insider trading in the shares of the Company. The code inter alia prohibits purchase/ sale of shares of the Company by its Designated Persons and other connected persons while in possession of Unpublished Price Sensitive Information in relation to the Company and during the period when trading window is close.
Your company has also formulated a Code of practices and procedures for fair disclosure of Unpublished Price Sensitive Information (UPSI) and said code in available on company’s website and can be assessed at www.yudiz.com.
AUDITORS
a. STATUTORY AUDITORS
M/s. Das & Prasad, Chartered Accountant (FRN: 303054E), were appointed as Statutory Auditors of the Company in the Annual General Meeting held on November 30, 2021, to hold the office till the conclusion of the Annual General Meeting to be held in relation to the financial year ended on 2026. They have confirmed that they are not disqualified from continuing as Auditor of the Company.
The Report issued by M/s. Das & Prasad, Chartered Accountant (FRN: 303054E), Statutory Auditor for FY 2023-24 does not contain any qualification, reservation, adverse remark or disclaimer.
b. SECRETARIAL AUDITOR:
Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company was falling under criteria of Secretarial Audit for FY 2023- 24. The Company had appointed M/s. Shilvi Patel & Associates, Practicing Company Secretary as Secretarial Auditor of the Company for
Financial Year 2023-24. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.
The Secretarial Audit Report issued in form MR-3 is annexed as Annexure-B.
c. INTERNAL AUDITOR
Pursuant to the provisions of Section 138 (1) of the Act and Rule 13 of the Companies (Accounts) Rules, 2014, the Board of Directors of your Company has appointed M/s Pranita Singh & Associates, Chartered Accountants, Membership Number: 440304, as Internal Auditor of the Company for the financial year 2023-24 to conduct periodic audit of all operations of the Company. The Audit Committee of the Board of Directors has reviewed the findings of Internal Auditors regularly.
MAINTENANCE OF COST RECORDS AND COST AUDIT
Pursuant to Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintenance is not applicable to the Company.
ANNUAL RETURN
In compliance with Section 92(3) and 134(3)(a) of the Act, Annual Return is uploaded on Company's website and can be accessed at www.yudiz.com.
DISCLOSURE UNDER RULE-5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION) RULES, 2014
Disclosure required under Section 197 of the Companies Act, 2013 read with Rule-5 of the Companies (Appointment and remuneration) Rules, 2014 have been annexed as Annexure C.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
The particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 of the Act in Form AOC-2 are annexed herewith as Annexure D to this report.
CORPORATE GOVERNANCE
As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate Governance provisions shall not apply in respect of the following class of the Companies:
a. Listed entity having paid up equity share capital not exceeding Rs. 10 Crore and Net worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year;
b. Listed entity which has listed its specified securities on the SME Exchange.
Since, our Company falls in the ambit of aforesaid exemption (b); hence compliance with the provisions of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2023-24.
INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY
Internal controls encompass a set of rules, policies and procedures to provide reasonable assurance for achievement of the organizational objectives in operational effectiveness and efficiency, reliable financial reporting and compliance with laws, regulations and policies. Your Company’s internal control systems are commensurate with the size and nature of its operations, which records transactions and operations; ensures protection against misuse or loss of the Company’s assets; ensures efficiency in operations of the plant and facilitates transparency and accuracy of financial reporting.
The reports of the Internal Auditor are reviewed by the Audit Committee. The Audit Committee also reviews adequacy of internal controls, system and procedures, insurance coverage of assets from various risks and steps are taken to manage foreign currency exposures. The Audit Committee also interacts with Internal Auditors and Statutory Auditors of the Company to ensure compliance of various observations made during the conduct of audits and adequacy of various controls.
DEPOSITS
During the year under review, The Company has not accepted any deposit any deposit from the public / members pursuant to Section 73 and Section 76 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014, as amended from time to time, and hence as on March 31, 2024, there are no deposits outstanding, except as required statutorily and which have been unclaimed at the end of the year under review.
WEBSITE
The corporate website is www.yudiz.com reflecting the details and business of the company. Also, the website displays financial & corporate information.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS
During the year under review, there were no frauds reported by the Company or fraud on the Company by the officers and employees of the Company has been noticed or reported or no fraud are reported by the auditors to the Audit Committee or the Board under section 143(12) of the Act.
COMPLIANCE WITH SECRETARIAL STANDARDS OF ICSI:
Your company has complied with the provisions of Secretarial Standards issued by Institute of Company Secretaries of India to the extent applicable.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
Pursuant to the provisions of Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company had adopted ‘Whistle Blower Policy’ for Directors and employees. A mechanism has been established for employees to report concerns about unethical behaviour, actual or suspected fraud, or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Board of Directors in exceptional cases. The Board will periodically review the functioning of Whistle Blower Mechanism.
During the year under review, no whistle blower event was reported and mechanism functioning well. No personnel have been denied access to the Chairperson of Audit Committee. The policy is available on the website of the company at www.yudiz.com.
SAFETY & ENVIRONMENT
Your Company is committed to providing a safe and healthy working environment and achieving an injury and illness free work place.
GREEN INITIATIVES
The Notice of the AGM and the Annual Report 2023-24 are being sent only electronically to Members whose email addresses are registered with the company or depositories in accordance with Regulation 36 of the Listing Regulations. Members may take note that the Notice and Annual Report for 2023-2024 will also be accessible at the website of the Company i.e. www.yudiz.com.
ENHANCING SHAREHOLDERS VALUE
Your Company believes that its members are among its most important stakeholders. Accordingly, your Company’s operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating, and building for growth, enhancing the productive asset and resource base, and nurturing overall corporate reputation
CAUTIONARY STATEMENT
The statements contained in the Board’s Report contain certain statements relating to the future and therefore are forward looking within the meaning of applicable laws and regulations. Various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual results.
ACKNOWLEDGEMENTS
Your directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review. Your directors also wish to place on record their deep sense of appreciation for the committed service of the Executives, staff and Workers of the Company
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