Directors' Report
To,
The Members,
Your Directors are pleased to present the 7th (Seventh) Annual Report together with the Audited Financial Statements of the company for the financial year ended on 31st March 2024.
1 FINANCIAL PERFORMANCE
The Audited Financial Statements of the Company as on 31st March 2024 are prepared in accordance with the relevant applicable IND AS and provisions of the Companies Act, 2013.
The summarized financial highlight is depicted below:
Pursuant to the Scheme of Amalgamation ("the Scheme") sanctioned by National Company Law Tribunal vide its order dated 23rd November 2023, Anup Heavy Engineering Limited (Wholly owned subsidiary company) has been merged with the Company with effect from 1st April 2022 and pursuant thereto the entire business assets and liabilities, income and expense have been included retrospectively in the financial results of the Company in accordance with lnd AS as the amalgamated company is an entity under common control. Accordingly, reported figures for the previous financial year 2022-23 are restated.
2 PERFORMANCE REVIEW AND THE STATE OF COMPANY'S AFFAIRS
The total income of the Company was Rs. 55,944.82 Lakhs during the year as against Rs. 41,258.02 Lakhs in the previous year. The Company has reported net profit of Rs. 10,347.50 Lakhs during the year under review as against profit of Rs.5,143.00 Lakhs in the previous year.
All time high opening order book of Rs.854.20 Crores as on 31st March 2024.
3 DIVIDEND
The Board of Directors at their meeting held on 4th May 2024, have recommended final dividend of Rs.15/- per equity share and one-time special dividend of Rs.5/- per equity share, totaling to a dividend of Rs. 20/- per equity share of face value of Rs. 10/- each, for the financial year ended 31st March 2024 subject to the approval of shareholders at the ensuing Annual General Meeting (AGM). The final dividend on equity shares, if approved by the members, would involve a cash outflow of approximately Rs. 39.80 Crores.
4 DIVIDEND DISTRIBUTION POLICY
In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"), the Board of the Company has adopted a Dividend Distribution Policy, which is available on the website of the Company at https://www.anupengg.com/policies/.
5 TRANSFER TO RESERVES
As permitted under the provisions of the Companies Act, 2013, the Board does not propose to transfer any amount to general reserve.
6 MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There are no material changes and/or commitments which may affect the financial position of the Company between the end of the financial period and the date of this report.
7 CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of the business of the Company done during the year.
8 SHARE CAPITAL
Authorised share capital
During the financial year under the review, The Authorised Capital was increased from Rs.65,25,00,000/- to Rs.65,35,00,000/- by virtue of transfer of Rs.10,00,000/- authorised capital from Transferor company i.e. Anup Heavy Engineering Limited pursuant to Scheme of Amalgamation approved by Hon'ble National Company Law Tribunal ("NCLT"), Bench at Ahmedabad vide Order dated 23rd November 2023. The Authorised share capital of the company as on 31st March 2024 stood at Rs.65,35,00,000/- divided into 6,53,50,000 equity shares of Rs.10/- each.
Issued and paid up shares Capital
During the year under review, the Company has neither issued shares with differential voting rights nor sweat equity shares.
9 EMPLOYEE STOCK OPTION SCHEMES (ESOS)
The Company has instituted three schemes viz, The Anup Engineering Limited - Employee Stock Option Scheme - 2018 ("TAEL ESOS-2018"), The Anup Engineering Limited - Employee Stock Option Scheme (Demerger) - 2018 ("TAEL ESOS (DEMERGER) - 2018") and ANUP - Employee Stock Option Scheme - 2019 ("ANUP - ESOS 2019").
The Company has issued 87,500 options under TAEL ESOS - 2018, 58,371 options under TAEL ESOS (DEMERGER) - 2018 and 87500 options under Anup - ESOS 2019 up to 31st March 2024. All these options are convertible into equal number of Equity Shares of face value of Rs.10/- each.
The disclosures with respect to TAEL ESOS - 2018, TAEL ESOS (Demerger) - 2018 and ANUP ESOS - 2019 as required by Section 62 of the Companies Act, 2013, Rule 12 of Companies (Share Capital and Debentures) Rules, 2014 and the Securities and Exchange Board of India (Share based Employee Benefits) Regulations, 2021 are set out in Annexure-A to the Board's Report.
10 DISCLOSURE UNDER SECTION 67(3)(C) OF THE COMPANIES ACT, 2013
No disclosure is required under section 67(3)(c) of the Companies Act, 2013 read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said section are not applicable.
11 DEPOSITS
The Company has not accepted or renewed any deposits in terms
of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and hence furnishing the details of deposit in terms of Chapter V of the Companies Act, 2013 is not applicable to the Company. Further there are no outstanding deposits as at 31st March 2024.
12 PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The Particulars of loans given, investments made, guarantees given and securities provided as per Section 186 of the Companies Act, 2013 by the Company are disclosed in the financial statements of the company.
13 CORPORATE SOCIAL RESPONSIBILITY
The Anup Engineering Limited Policy on Corporate Social Responsibility (TAELCSR) emphasizes the underlying value system of the company and a firm belief that only in a healthy society healthy businesses flourish.
The policy facilitates and formalizes the CSR processes, sets up a guiding structure and defines broader thematic areas for projects and programs. The Company defines an annual budget and CSR initiatives and works with like-minded organizations.
Our CSR Policy is in sync with the broader areas of Schedule VII of the Companies Act, 2013 and will always be aligned to the amendments that get incorporated in the schedule.
During the year under review, the company has undertook three projects. Under Rural Development theme two projects has been undertaken. First one is promoting efficient irrigation systems in agriculture aimed to improve the water efficiency in farming in Botad district and another one is Bio Char project which aimed to increase the carbon content in soil in Sabarkatha and Botad district. Third project is under education theme promoting education among government school students.
Under efficient Irrigation systems projects total 70 farmers have stared efficient irrigation practices like drip irrigation, water conservation through check dams etc. This help them to reduce their cost and saves water.
Under Bio Char project, two bio char production demonstration centers has been established and 100 farmers were trained to use bio char in their fields.
In Hariyala and nearby 7 villages digital learning programe has been started with HPCLAP van. Total 853 students of government primary schools has been trained for basic digital skills.
The brief details of Corporate Social Responsibility Policy, initiatives undertaken and the amount spent during the financial year 2023-24 is enclosed as Annexure-B to the Board's Report.
14 HUMAN RESOURCES
At The Anup Engineering Limited, we firmly believe that our people are the cornerstone of our success. We prioritize talent acquisition, engagement, development, retention, and reward initiatives to drive organizational growth and prosperity.
An integral aspect of our HR strategy is our responsiveness to evolving trends shaping the future of work. By embracing agility and productivity enhancements, we continuously refine our HR systems and processes to elevate the employee experience.
Our concerted efforts are evident in our emphasis on effective recruitment practices and the cultivation of our employer brand. We actively promote internal mobility, align organizational structures with business imperatives, and institute robust rewards and recognition frameworks.
Central to our employee-centric approach is our commitment to facilitating growth opportunities. We prioritize internal mobility initiatives, enabling employees to explore diverse functional roles and ascend to higher positions within the company.
In the realm of learning and development, we are steadfast in our digitalization efforts. By offering a plethora of e-learning courses encompassing managerial and functional competencies, we equip our workforce with the requisite skills for success in an increasingly digital landscape.
At the heart of our HR philosophy lies a culture of open communication and support. Regular dialogues between managers and team members foster an environment where concerns can be voiced, improvements can be initiated, and individuals feel empowered to contribute their best.
Our performance management approach is multifaceted, combining accountability with continuous development opportunities. We champion a holistic view that nurtures talent, aligns with our compensation framework, and fuels career progression.
In our quest to groom future leaders, we provide a myriad of leadership development avenues. These initiatives aim to cultivate management skills, foster change management capabilities, and ensure alignment with our organizational strategy for sustained business success.
Through these concerted efforts, we endeavor to create a workplace where our employees thrive, excel, and contribute to the enduring success of The Anup Engineering Limited.
15 RISK MANAGEMENT POLICY
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.
The Company's 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. With a view to ensure the internal controls systems are meeting the required standards, the same are 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 in turn reviewed at frequent intervals.
The Company has a Risk Management Committee of the Board of Directors and Risk Management Policy consistent with the provisions of the Act and the Listing Regulations. The Internal Audit Department facilitates the execution of Risk Management Practices in the Company, in the areas of risk identification, assessment, monitoring, mitigation and reporting. The Company has laid down procedures to inform the Audit Committee as well
as the Board of Directors about risk assessment and related procedures & status.
The framework defines the process for identification of risks, its assessment, mitigation measures, monitoring and reporting. While the Company, through its employees and Executive Management, continuously assess the identified Risks, the Audit Committee reviews the identified Risks and its mitigation measures from time to time.
The Risk Management Policy which is available on the website of the Company at https://www.anupengg.com/policies/.
16 INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Company has an Internal Audit department with adequate experience and expertise in internal controls, operating system and procedures. The system is supported by documented policies, guidelines and procedures to monitor business and operational performance which are aimed at ensuring business integrity and promoting operational efficiency.
The Internal Audit Department reviews the adequacy of internal control system in the Company, its compliance with operating systems and laid down policies and procedures. Based on the report of internal audit function, process owners undertake corrective actions in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board of Directors from time to time.
17 VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a vigil mechanism named Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The details of the Whistle Blower Policy are explained in the Corporate Governance Report and is available on the website of the Company at https://www.anupengg.com/policies/.
18 SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES/WHOLLY OWNED SUBSIDIARIES
During the year under review, The Hon'ble National Company Law Tribunal ("NCLT"), Bench at Ahmedabad, vide its Order dated 23rd November 2023, has approved the Scheme of amalgamation and pursuant to the said scheme Anup Heavy Engineering Limited (wholly own subsidiary and Transferor Company) amalgamated with company. As on 31st March 2024, the Company do not have any subsidiary/wholly own subsidiary, associates and joint venture Company.
The Company has framed a policy for determining material subsidiaries, which has been available on the website of the Company at https://www.anupengg.com/policies/.
19 DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors:
The Board of Directors consists of 6 members, out of which 3 are Independent Directors including one women Independent Director and 3 are Non-Executive and Non-Independent Directors. The composition is in compliance with the Companies Act, 2013 and Listing Regulation.
Directors retiring by rotation:
As per the provisions of Section 152(6) of the Companies Act, 2013 and the company's Articles of Association, Mr. Samvegbhai Lalbhai (holding DIN: 00009278) shall retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment as the Director of the Company.
Re-appointment of Independent Directors for a second term:
The Nomination and Remuneration Committee (‘NRC') inter-alia, taking into account the knowledge, experience and the substantial contribution made by Mr. Arpit Patel (DIN: 00059914), Mr. Ganpatraj Chowdhary (DIN: 00344816) and Ms. Reena Bhagwati (DIN: 00096280) as Independent directors during their tenure had recommended to the Board that the continued association of Mr. Arpit Patel, Mr. Ganpatraj Chowdhary and Ms. Reena Bhagwati as an Independent Directors would be beneficial to the Company. Based on NRC recommendation and consent letter received from them, the Board recommends their re-appointment as an Independent Director for a second teram of 5 consecutive years commencing from 1st November 2023 to 31st October 2028 (both days inclusive). The Company had also received a declaration from the independent directors confirming that they fulfils the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the schedules and rules issued thereunder as well as Regulation 16 of Listing Regulations. Further, they are independent to the management of the Company. The Board of Directors recommend their re-appointment as an Independent Director.
Key Managerial Personnel:
During the year under review Mr. Bhavesh Shah resigned as Chief Financial Officer of the company as on 10th April 2023 and Mr. Nilesh Hirapara Appointed as Chief Financial Officer of the company as on 10th April 2023 as per the provisions of Section 203 of the Companies Act, 2013. As per the provisions of Section 203 of the Companies Act, 2013, Mr. Reginaldo Dsouza, Chief Executive Officer, Mr. Nilesh Hirapara, Chief Financial Officer and Mr. Chintankumar Patel, Company Secretary are the key managerial personnel of the Company.
20 DETAILS OF THE DESIGNATED OFFICER:
Mr. Chintankumar Patel, Company Secretary & Compliance officer of the company is a Designated officer under Rule (9) (5) of the Companies (Management and Administration) Rules, 2014
21 ANNUAL EVALUATION MADE BY THE BOARD
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance as well as that of its Committees and individual directors. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.
22 REMUNERATION POLICY
The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management and their remuneration. The Remuneration Policy is available on the website of the Company at https://www.anupengg.com/policies/.
23 FAMILIARIZATION PROGRAM FOR THE INDEPENDENT DIRECTORS
The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying it in their appointment letter along with necessary documents, reports and internal policies to enable them to familiarize with the Company's procedures and practices. The Company has through presentations, at regular intervals, familiarized and updated the Independent Directors with the strategy, operations and functions of the Company and Engineering Industry as a whole. The details of such familiarization programs for Independent Directors are explained in the Corporate Governance Report and is available on the website of the Company at https://www.anupengg.com/disclosures/.
24 DECLARATION OF INDEPENDENCE
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 Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they have complied with the Code for Independent Directors as prescribed in Schedule IV to the Companies Act, 2013.
25 BOARD AND COMMITTEE MEETINGS
A total 7 Meetings of the Board of Directors, 5 meetings of Audit Committee, 4 meeting of Stakeholder's Relationship Committee, 3 meeting of Nomination and Remuneration committee, 3 meetings of Risk Management Committee, 2 meetings of Corporate Social Responsibility Committee and 1 meeting of Independent director committee and 11 meeting of Management Committee were held during the financial year ended 31st March 2024. Further the details of the Board and the Committee meetings are provided in the Corporate Governance Report forming part of this Report.
26 DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:
a. In preparation of the annual accounts for the financial year ended 31st March 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b. They 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 at the end of the financial year and of the profit and loss of the Company for that period;
c. They 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. They have prepared the annual accounts on a going concern basis;
e. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;
f. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
27 RELATED PARTY TRANSACTIONS
All the related party transactions are entered on arm's length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel, etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders. Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of transactions with Related Parties are provided in the Company's financial statements in accordance with the Accounting Standards.
All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.
The policy on Related Party Transactions as approved by the Board is available on website of the company at https://www.anupengg.com/policies/.
28 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
No significant or material orders impacting going concern basis were passed by the regulators or courts or tribunals which impact the going concern status and Company's operations in future.
29 AUDITORS AND AUDITORS' REPORT Statutory Auditors:
Pursuant to Section 139 of the Companies Act, 2013 and the Rules made thereunder, M/s. Sorab S. Engineer & Co., Chartered Accountants, Ahmedabad (ICAI Registration No.110417W), were appointed as the Statutory Auditor of the Company for second term of five year from the conclusion of the 6th Annual General Meeting till the conclusion of the ensuing 11th Annual General Meeting.
The Statutory Auditor has issued Audit Reports with unmodified opinion on the Financial Statements of the Company for the year ended 31st March 2024. The Notes on the Financials Statement referred to in the Audit Report are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) (f) of the Companies Act, 2013.
Cost Auditors:
The Company has made and maintained cost accounts and records as specified by the Central Government under Section 148(1) of the Companies Act, 2013. For the financial year 2023-24, M/s. Maulin Shah & Associates, Cost Accountants, Ahmedabad (Firm Registration No. 101527) have conducted the audit of the cost records of the Company.
Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Notifications / Circulars issued by the Ministry of Corporate Affairs from time to time, the Board appointed M/s. Maulin Shah & Associates, Cost Accountants, to conduct the audit of the cost records of the Company for the financial year 2024-25. The remuneration payable to the Cost Auditor is subject to ratification by the Members at the Annual General Meeting. Accordingly, the necessary Resolution for ratification of the remuneration payable to M/s. Maulin Shah & Associates, Cost Accountants, to conduct the audit of cost records of the Company for the financial year 2024-25 has been included in the Notice of the forthcoming 7th Annual General Meeting of the Company. The Directors recommend the same for approval by the Members.
Internal Auditor
The Board of Directors of the Company on its meeting held on 30th October 2023 has appointed M/s. Mahajan & Aibara Associates, Chartered Accountant (Firm Reg. No. 105743W), as the Internal Auditors of the Company for the period of 3 years from Financial Year 2023-24 to 2025-26 and the Internal Auditors have presented the Internal Audit Report before the Audit Committee at their meeting held on quarterly basis.
Secretarial Auditors:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms. Ankita Patel, Company Secretary in practice, Ahmedabad to conduct the Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit Report is annexed herewith as Annexure-C to the Board's Report. There were no qualifications, observations, reservations, comments or other remarks in the Secretarial Audit Report, which have any adverse effect on the functioning of the Company.
30 CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS
The Corporate Governance Report and Management Discussion & Analysis, which form part of this Report, are set out separately together with the Certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated in Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Schedule V of the Listing Regulations.
31 BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
The Business Responsibility and Sustainability Report as required by Regulation 34(2)(f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the year under review is annexed to the Boards' Report and forms an integral part of this report.
32 SECRETARIAL STANDARDS
Section 118 of the Act mandates compliance with the Secretarial Standards on board meetings and general meetings issued by The Institute of Company Secretaries of India. During the year under review, the Company has complied with all the applicable Secretarial Standards.
33 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section i34(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014 is annexed herewith as Annexure-D to the Board's Report.
34 EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act 2013, the Annual Return as on 31st March 2024 is available on the website of the Company at https://www.anupengg.com/financial-reports/.
35 PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of the employees of the Company, will be provided upon request. In terms of Section 136(1) of the Companies Act, 2013, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure-E to the Board's Report.
36 DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder.
Arvind Internal Complaints Committee (AICC) is formed and its details are declared across the organization. All AICC members are trained by subject experts on handling the investigations and proceedings as defined in the policy
During the financial year 2023-24, No complaints of sexual harassment were received by the AICC.
37 ENHANCING SHAREHOLDERS' VALUE
Your Company believes that its members are 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. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socioeconomic and environmental dimensions and contribute to sustainable growth and development.
38 GENERAL
The Board of Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions or applicability pertaining to these matters during the year under review:
i) Fraud reported by the Auditors to the Audit Committee or the Board of Directors of the Company.
ii) Payment of remuneration or commission from any of its subsidiary companies to the Managing Director/ Whole Time Director of the Company.
iii) Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013).
iv) Details of any application filed for corporate insolvency under Corporate Insolvency Resolution Process under the Insolvency and Bankruptcy Code, 2016.
v) One time settlement of loan obtained from the banks or financial institutions.
39 ACKNOWLEDGEMENT
Your Directors would like to express their appreciation for the assistance and co-operation received from the Company's customers, vendors, bankers, auditors, investors, Government authorities and stock exchanges during the year under review. Your Directors place on record their appreciation of the contributions made by employees at all levels. Your Company's consistent growth was made possible by their hard work, solidarity, co-operation and support.