Dear Members,
Your Board of Directors are pleased to present the Companies 31st Annual Report and the Company's Audited Financial Statements for the financial year ended March 31,2024.
FINANCIAL HIGHLIGHTS- AT A GLANCE
Overall Performance of your Company:
The Financial Year 2023-24 had not been fortunate enough for the Company as your Company has shown a conventional performance during the year under review.
The Net Loss of your Company is Rs. (2,77,068.13/-) in the Financial Year 2023-24 as compared to Net Loss of Rs. (89,968/-)in the Financial Year 2022-23.
The financial summary, performance highlights operations/state of affair of your Company for the years are summarized below:
1. RESULTS OF OPERATIONS & STATE OF COMPANY'S AFFAIRSUNDER SECTION 134(3)(i) OF THE COMPANIES ACT. 2013
During the year under review, the total revenue from operations was Rs 5,00,872/-on standalone basis as compared to Rs. 7,06,369/- of last financial year on standalone basis. However, due to increase in costs, Earning before Tax (EBT) for the period stood at Rs.(2,77,068.13/-)as compared to Rs.(8,9,968/-)of last fiscal. Earning after Tax (PAT) also decreased to Rs.(2,77,068.13/-)as compared to Rs.(8,9,968/-) of last
fiscal and Earning per Share (EPS) also decreased to Rs. (0.08) as compared to Rs. (0.03) per share of last financial year
2. DIVIDEND UNDER SECTION 134(3)(k) OF THE COMPANIES ACT. 2013
Your company has reported losses for the year under review; hence the Board of Directors of the Company has not recommended any Dividend on Equity Shares for the year under review.
3. INDIAN ACCOUNTING STANDARDS
As per the requirements of notification dated 16th February, 2015 issued by the Ministry of Corporate Affairs (MCA), Standalone Financial Statements of the Company for the Financial Year 2023-24 have been prepared as per Indian Accounting Standard (IND-AS) specified under Section 133 of the Companies Act, 2013 (the Act), Companies (Indian Accounting Standards) Rules, 2015, and other relevant provisions of the Act.
4. TRANSFER TO RESERVE UNDER SECTION 134(3)(j) OF THE COMPANIES ACT. 2013
The Board proposes no amount to transfer to the reserves and no amount is proposed to be retained in surplus.
5. SHARE CAPITAL
There was no change under the Share Capital as the Company has not issued any shares including Equity Shares, Shares with Differential Voting Rights, Stock Options, Sweat Equity, etc. The Company has not bought back any equity shares during the year 2023-24.
As on 31st March, 2024, paid-up share capital of the Company stood at Rs. 35,122,500/- consisting of 3,512,250 Equity Shares of Rs. 10/- each.
6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Since there was no unpaid/unclaimed Dividend declared or paid by the Company, the provisions of Section 125 of the Companies Act, 2013 do not apply on the Company.
7. PUBLIC DEPOSITS
During the year under review, the Company has not accepted any deposits in terms of Section 73 of the Companies Act, 2013. There were no unclaimed deposits at the end of the Financial Year i.e. 31stMarch 2024.
8. SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES
During the financial year ended 2023-24 the Company has no Subsidiary Company's within the meaning of Section 2(87) of the Companies Act, 2013 (“Act”) and there are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 (“Act”). Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient feature of financial statements of the Company's subsidiary required to be mentioned in Form AOC-1 is not applicable.
9. REVISION OF FINANCIAL STATEMENT
There was no revision of the financial statements of the Company for the year under review.
10. MANAGEMENT DISCUSSION & ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section of this Annual Report.
11. CHANGE IN DIRECTOR(S) /KEY MANAGERIAL PERSONNEL(S) DURING THE YEAR
The details about the changes in Directors or Key Managerial Personnel by way of Appointment, Reappointment, Re - designation, Resignation, Death, Dis-qualification, variation made or withdrawn etc. are as follows:
Note:
1. Ms. Sunayana Anand was appointed as Company Secretary & Compliance officer w.e.f. 02.04.2024.
2. Mr. Ankush Aggarwal resigned from post of Independent Director (Category: Non-Executive) on 13.04.2024.
3. Ms. Priyanka Sisodia was appointed as an Additional Director (Category: Non-Executive Independent) w.e.f. 13.04.2024 and resigned on 10.06.2024.
4. Ms. Parul Singh was appointed as an Additional Director (Category: Non-Executive Independent)w.e.f 30.07.2024 and resigned on 30.08.2024.
5. Ms. Jagriti Ojha (DIN: 10762066) was appointed as an Additional Director (Category: Non-Executive Independent) w.e.f. 30.08.2024.
6. Ms. Somali Trivedi (DIN: 10761851) was appointed as an Additional Director (Category: Non-Executive Independent) w.e.f. 30.08.2024.
7. Mr. Mohit Sharma (DIN: 07717249) was changed in designation from Additional Director (Category: Executive) to Additional Director (Category: Non- Executive) w.e.f 30.08.2024.
The Board places on record its appreciation for the services rendered by Mr. Ankush Aggarwal, Ms. Priyanka Sisodia and Ms. Parul Singh during their term as Independent Director (Category: Non-Executive) respectively.
During the year under review, no other changes took place in the composition of the Board of Directors of the Company. The composition of the Board of Directors of the Company is in compliance with the applicable norms.
OPINION OF THE BOARD WITH REGARD TO INTEGRITY. EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR
No Independent Directors have been appointed on the Board of Directors during the financial year 2023-24
RETIREMENT BY ROTATION
Pursuant to Section 149(13) of the Companies Act, 2013, the independent directors are not liable to retire by rotation. Further Section 152(6) of the Companies Act, 2013 stipulates that 2/3rd of the total number of directors of the public company should be liable to retire by rotation and out of such directors, 1 /3rd should retire by rotation at every Annual General Meeting of the company.
Mr. Vaibhav Goel (DIN: 07899594) Director will be retiring by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment to the Board of Directors of the Company at the ensuing Annual General Meeting (AGM).
The details of Directors being recommended for appointment / re-appointment as required under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is contained in the accompanying Notice convening ensuing Annual General Meeting of the Company. Appropriate Resolution(s) seeking shareholders' approval are also included in the Notice.
12. SECRETARIAL STANDARDS
The Board of Directors of the company states that, during the year under review the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Board Meetings and General Meetings respectively have been duly followed by the Company.
13. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF COMPANIES ACT. 2013
All Independent Directors have given declarations under section 149(6) that they meet the criteria of Independence as laid down under section 149(6) of the Companies Act, 2013 and Rules made thereunder to be read with SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015.
14. ANNUAL RETURN UNDER SECTION 134(3)(a) OF THE COMPANIES ACT.2013
As required under Section 134(3)(a) of the Act, the Annual Return for the financial year ended on 31 st March 2024 in Form MGT-7 pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014 is put on the Company's website and can be accessed at https://www.rahulmerchandising.in/investor-desk/annual-return
15. NUMBER OF MEETINGS OF THE BOARD & COMMITTEES Meetings of Board of Directors
During the financial year ended on March 31,2024, 07 (Seven) Board Meetings were duly held. The dates on which the Board meetings were held 25.04.2023, 28.07.2023, 14.08.2023, 06.11.2023, 14.12.2023, 12.01.2024 and 19.01.2024.The maximum interval between any two meetings didn't exceed 120 days, as prescribed in the Companies Act, 2013.Further, details of the meetings of the Board and its Committees are given in the Corporate Governance Report, which forms part of the Annual Report. Further, during the year, a separate meeting of the Independent Directors of the Company was held on March 18, 2024 to discuss and review the performance of all other non- independent Directors, Chairperson of the Company and the Board as a whole and for reviewing and assessing the matters as prescribed under Schedule IV of the Companies Act, 2013 and under Regulation 25(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
Audit Committee
The Audit Committee of the Company is constituted in line with the provisions of section 177 of the Companies Act, 2013 to be read with Regulation 18 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015. The Audit Committee of the Company comprises of Ms. Jagriti Ojha (Chairperson), Ms. Somali Trivedi and Mr. Mohit Sharma as Members. During the year, all the recommendations made by the Audit Committee were accepted by the Board.
The Composition of Audit Committee is given in the Corporate Governance Report which forms the integral part of this Annual Report.
Nomination & Remuneration Committee
The Nomination & Remuneration Committee of the Company is constituted in line with the provisions of section 178 of the Companies Act, 2013 to be read with Regulation 19 of the SEBI (Listing Obligation &Disclosure Requirement) Regulation, 2015. The Nomination and Remuneration Committee of the Company comprises of Ms. Jagriti Ojha (Chairperson), Ms. Somali Trivedi and Mr. Mohit Sharma as Members.
The Composition of the Committee is given in the Corporate Governance Report which forms the integral part of this Annual Report.
Stakeholders' Relationship Committee
The Stakeholders' Relationship Committee of the Company is constituted in line with the provisions of section 178 of the Companies Act, 2013 to be read with Regulation 20 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015. The Stakeholders' Relationship Committee of the Company comprises of Ms. Somali Trivedi (Chairperson), Ms. Jagriti Ojha and Mr. Mohit Sharma as Members.
VIGIL MECHANISM
The Vigil Mechanism is part of Audit Committee of the Company, which is constituted in line with the provisions of section 177 of the Companies Act, 2013 to be read with Regulation 18 & 22 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015.
16. BOARD ANNUAL EVALUATION UNDER SECTION 134(3)(p) OF THE COMPANIES ACT. 2013
The provisions of Section 134(3)(p) of the Companies Act, 2013 read with SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 mandate that a Formal Annual Evaluation is to be made by Board of its own performance and that of its Committee and individual Directors. Schedule IV of the Companies Act, 2013 states that performance evaluation of the Independent Director shall be done by Directors excluding the Director being evaluated. The Board carried out a formal annual performance evaluation as per the criteria/ framework laid down by the Nomination & Remuneration Committee of the company and adopted by the Board. The evaluation was carried out through a structured evaluation process to judge the performance of individual Directors including the Chairperson of the Board. They were evaluated on parameters such as their education, knowledge, experience, expertise, skills, behavior, leadership qualities, level of engagement & contribution, independence of judgment, decision making ability for safeguarding the interest of the Company, stakeholders and its shareholders.
The performance evaluation of the Independent Directors was carried out by the entire Board except the participation of concerned Independent Director whose evaluation was to be done. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Board was satisfied with the evaluation process and approved the evaluation results thereof.
17. STATUTORY AUDITOR& SECRETARIAL AUDITOR WITH THEIR QUALIFICATION. RESERVATION ORADVERSE REMARKS ALONG WITH THE EXPLANATION OR COMMENTS BY THE DIRECTORS
A. STATUTORY AUDITORS
M/s VSSA & Associates, Chartered Accountant, (Firm Registration No. 012421N) were appointed as Statutory Auditors of the company at the 27th Annual General Meeting (AGM) held on Monday, 30th September 2019, for a period of five years till the conclusion of the 31st Annual General Meeting. Consequently, M/s VSSA & Associates, Chartered Accountants completed their first term of Five consecutive years as the Statutory Auditors of the company at the conclusion of 31st AGM of the company.
Pursuant to section 139(2) of the Companies Act, the company can re-appoint auditors firm for a second term of five consecutive years. M/s VSSA & Associates, Chartered Accountant, have consented to the said reappointment, and confirmed that their re-appointment, if made, would be within the limits specified under Section 141 (3)(g) of the Act. They have further confirmed that they are not disqualified to be reappointed as Statutory Auditors in terms of the provisions of the Act, and the provisions of the Companies (Audit and Auditors) Rules, 2014, as amended from time to time.
The Board of Directors on recommendation of Audit Committee proposes to the members for the reappointment of M/s VSSA & Associates, Chartered Accountant (Firm Registration No. 012421N) as Statutory Auditors of the Company for a second term of Five years to hold office from the conclusion of 31st Annual General Meeting (AgM) till the conclusion of 36th Annual General Meeting (AGM) of the Company, subject to the approval of shareholders.
Qualification(s) and Directors' comments on the report of Statutory Auditor:
The Notes on Accounts and observations of the Auditors in their Report on the Accounts of the Company are self-explanatory and in the opinion of the Directors, do not call for any further clarification(s). Also, the report submitted by the Auditor is unqualified.
B. SECRETARIAL AUDITOR
Pursuant to the provisions of Section 179 and 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed Ms.Preeti Mittal (Membership No. FCS - 12900 & CP No. - 17079) Proprietor of M/s Jain P & Associates, Practicing Company Secretaries as Secretarial Auditor of the Company to conduct the secretarial audit of the Company for the Financial Year 2023-24.
Secretarial Audit Report
The Secretarial Audit Report for the FY 2023-24 as submitted by Secretarial Auditor in Form MR-3 is annexed as “Annexure -1” and forms part of this Report'.
Directors' comments on the report of Secretarial Auditor under section 134(3)(f)(ii) of the Companies Act, 2013
The secretarial audit report does not contain any qualification, reservation, adverse remark or disclaimer and is self-explanatory in its content.
ANNUAL SECRETARIAL COMPLIANCE REPORT
During the Provisions of Section 24A of the SEBI (Listing Obligations and Disclosure) Regulations, 2015 are not applicable on the Company.
C. INTERNAL AUDITOR
The Board of Directors at their meeting held on 31.07.2024 had appointed Mr. Jugal Kishore Sharma as Internal Auditor of the Company to carry out the Internal Audit function.
The Company has well established internal control system and procedures and the same has been working effectively throughout the year.
D. COST AUDITOR
Your directors hereby inform you that the Company does not fall under the criteria as specified under Section 148 (1) of Companies Act, 2013 read with Companies (Cost Record and Audit) Rules, 2018 for maintenance of cost accounts. Therefore, the Company is not required to maintain the cost records in respect of its products/service. Therefore, no requirement of Appointment of Cost Auditor arises.
18. REPORTING OF FRAUDS
There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section143 (12) of Companies Act, 2013 and Rules framed thereunder.
19. PARTICULARS OF LOANS GIVEN. INVESTMENTS MADE. GUARANTEES GIVEN AND SECURITIES PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT. 2013
The Company has not given any loan(s) or guarantee(s) and has not made any investment(s) covered under the provision of the Section 186 of the Companies Act, 2013 during the year under review.
20. PARTICULAR OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THE COMPANIES ACT. 2013
During the financial year 2023-24, Your Company has not made any contracts or arrangements with related Parties which could be considered material in accordance with the Company's Policy on Materiality of Related Party Transactions. All the transactions made on arm's length basis are being reported in Form No.AOC-2 in terms of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed as “Annexure It' and forms part of this Report.
The Policy on Related Party Transactions is uploaded on the website of the Company and can be accessed at https://www.rahulmerchandising.in/wp-content/uploads/2019/11/Policy-on-Materiality-of-RPT.pdf.
21. MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT, IF ANY UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013
There is no material changes and commitments affecting the financial position of the Company which have been occurred between the end of the financial year of the Company to which this financial statement relates and on the date of this report.
Except the open offer of the shares of the Company as detailed in Point No. 21 A.
21A. Open Offer
Open Offer for acquisition of up 9,13,185 (Nine Lakh Thirteen Thousand One Hundred Eighty-Five) fully paid- up equity shares of face value of Rs.10.00/- (Rupees Ten Only) each, representing 26.00% of the Voting Share Capital of Rahul Merchandising Limited (‘Target Company'), at an offer price of Rs.8.50/- (Rupees Eight and FiftyPaise Only) per Equity Share, to the Public Shareholders of the Target Company, by Mr. Ankit Tayal (‘Acquirer 1') and Mr.Mohit Sharma (‘Acquirer 2'), within the provisions of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulation, 2011, as amended (‘SEBI (SAST) Regulations') (‘Offer') And for that purpose-
SCHEDULE OF THE MAJOR ACTIVITIES RELATING TO OPEN OFFER WERE AS UNDER :
Pursuant to this Offer and the transactions contemplated in the Share Purchase Agreement, the Acquirers have become the Promoters of the Target Company and the Selling Promoter Shareholders will cease to be the promoters of the Target Company in accordance with the provisions of Regulation 31A (10) of the SEBI (LODR) Regulations.
Post-completion of acquisition of Offer Shares as contemplated under this Offer and pursuant to the transfer of Sale Shares as contemplated under the Share Purchase Agreement, the Acquirers shall hold majority of the Equity Shares of the Target Company by virtue of which they will be in a position to exercise effective management and control over the Target Company.
22. CHANGE IN NATURE OF BUSINESS
During the year under review, there was no change in the nature of business of the Company.
23. EMPLOYEE STOCK OPTION SCHEME
During the year under review, the Company has not allotted any Equity Shares to any employees of the Company under ESOP.
24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
SEBI has issued observations (Approval) letter for Open Offer for acquisition of 9,13,185 (26%) fully Paid-up equity shares of face value Rs. 10 each of Rahul Merchandising Limited (Target Company) by Mr. Ankit Tayal (Acquirer 1) and Mr. Mohit Sharma (Acquirer 2) in terms of SEBI (SAST) Regulations, 2011 on June 28, 2023.
25. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE. 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR
During the Financial Year 2023-24, there was no application made and proceeding initiated /pending under the Insolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against your Company.
As on the date of this report, there is no application or proceeding pending against your company under the Insolvency and Bankruptcy Code, 2016.
26. 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
During the year under review, there were no loans taken from Bank & Financial Institution. Hence this clause is not applicable on the Company.
27. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT-GO UNDER SECTION 134(3)(m) OF THE COMPANIES ACT. 2013
The requisite information about conservation of energy, technology absorption and foreign exchange earnings and outgo, in terms of the Section 134(3)(m) of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014 is given below:
Further, there were no foreign exchange earnings and outgo during the year under review.
28. RISK MANAGEMENT
The provisions of SEBI Regulations for formation of Risk Management Committee are not applicable to the Company. However, as per section 134 (3) (n) of Companies Act 2013, the company regularly maintains a proper check in the normal course of its business regarding risk management. Currently, the company does not identify any element of risk which may threaten the existence of the company.
29. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES UNDER SECTION 134(3)(o) OF THE COMPANIESACT, 2013
The company does not fall under the criteria of net worth, turnover or profit for applicability of Corporate Social Responsibility (CSR) provisions as per Section 135 of the Companies Act, 2013, hence the same are not applicable to the company for the period under review.
30. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Vigil Mechanism Policy of the Company is constituted in line with the provisions of section 177 of the Companies Act, 2013 to be read with Regulation 22 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015. The Company promotes ethical behavior in all its business activities. Towards this, the Company has adopted a Policy on Vigil Mechanism and whistle blower policy. Protected disclosures can be made by a whistle blower through an e-mail or a letter to the Compliance Officer or to the Chairperson of the Audit Committee. The Audit Committee also reviews complaints/issues (if any) raised through Vigil Mechanism or by any Whistle blower on a quarterly basis. The whistle blower policy is uploaded on the website of the Company and can be accessed at (https://www.rahulmerchandising.in/wp-content/uploads/2019/11/Vigil- Mechanism-Policy.pdf)
During the year under review, no protected disclosure concerning any reportable matter in accordance with the Vigil Mechanism and Whistle Blower Policy of the Company was received by the Company.
31. PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE
As per the requirement of “The Sexual Harassment of Women at Workplace (Prevention, Prohibition &Redressal) Act, 2013” and Rules made thereunder, your Company has constituted Internal Complaints Committee (ICC) at its workplaces. During the year, no complaints were filed with the Company.
32. CORPORATE GOVERNANCE REPORT
As per Reg. 34 of SEBI (LODR) Regulation, 2015 to be read with Part A of Schedule V of the said regulations, a separate section on corporate governance practices followed by the company, together with the certificate from the Practicing Company Secretary confirming compliance forms an integral part of this Report.
33. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has a robust and comprehensive Internal FinancialControl system commensurate with the size, scale and complexity of its operation. The system encompasses the major processes toensure reliability of financial reporting, compliance with policies,procedures, laws, and regulations, safeguarding of assets and economical and efficient use of resources.
The Company has performed an evaluation and made anassessment of the adequacy and the effectiveness of the Company's Internal Financial Control System. The Statutory Auditors of theCompany have also reviewed the Internal Financial Control system implemented by the Company on the financial reporting and in their opinion, the Company has, in all material respects, adequate Internal Financial Control system over Financial Reporting and such Controls over Financial Reporting were operating effectively as on 31st March, 2024 based on the internal control over financial reporting criteria established by the Company.
The policies and procedures adopted by the Company ensures the orderly and efficient conduct of its business and adherence to the company's policies, prevention and detection of frauds and errors, accuracy & completeness of the records and the timely preparation of reliable financial information.
The Internal auditors continuously monitor the efficacy of internal controls with the objective of providing to the Audit Committee and the Board, an independent, objective and reasonable assurance on the adequacy and effectiveness of the organization's risk management with regard to the internal control framework.
Audit committee meets regularly to review reports submitted by the Internal Auditors. The Audit Committee also meet the Company's Statutory Auditors to ascertain their views on the financial statements, including the financial reporting system and compliance to accounting policies and procedures followed by the Company.
34. PERSONNEL RELATIONS
Your Directors hereby place on record their appreciation for the services rendered by executives, staff and other workers of the Company for their hard work, dedication and commitment. During the year under review, relations between the Employees and the Management continued to remain cordial.
35. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The Particulars of remuneration of Employees during the year 2023-24 pursuant to the provisions of Section 197, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is disclosed as an “Annexure-III” and forms part of this Report.
Disclosure as per Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014)
(i) the ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year; Nil
(ii) the percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year; 100%
(iii) the percentage increase in the median remuneration of employees in the financial year; Nil
(iv) the number of permanent employees on the rolls of company; 2
(v) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration; Nil
Disclosure as per Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Disclosure of Top Ten Employees in terms of remuneration drawn and the name of every employee is given in “Annexure-III” and forms part of this Report.
The remuneration paid to all Key Managerial Personnel was in accordance with the remuneration policy as adopted by the company.
36. REMUNERATION POLICY OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board on the recommendation of Nomination &Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management Personnel and fixation of their remuneration thereof. The Policy contains, inter-alia, directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director, etc.
37. FAMILIARIZATION PROGRAMMES FOR INDEPENDENT DIRECTORS
Pursuant to the provisions of Regulation 25(7) of SEBI (LODR)Regulations, 2015, the Board has framed a policy to familiarize the Independent Directors of the Company.
38. ANNUAL LISTING FEES/CHARGES
The equity shares of the Company are presently listed at BSE Limited. All statutory dues including Annual Listing Fees for the Financial 2024-25 has been paid by the Company.
39. CODE OF CONDUCT AS PER SEBI (LODR) REGULATIONS. 2015
The Board of Directors has framed a Code of Conduct for all Board Members and Senior Management Personnel as per Regulation 17(5) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015. Additionally, all Independent Directors of the company shall be bound by duties of Independent Directors as set out in Companies Act, 2013 to be read with SEBI Listing Regulations, 2015.
40. CODE OF CONDUCT AS PER SEBI (PREVENTION OF INSIDER TRADING) REGULATIONS. 2015
The Board of Directors has laid down the Code of Practices and Procedures for Fair Disclosures of Unpublished Price Sensitive Information as per Regulation 8(1) of SEBI (Prevention of Insider Trading) Regulations, 2015&Code of Conduct to Regulate, Monitor and Report trading by the Designated Persons as per Regulation 9(1) of SEBI (Prevention of Insider Trading) Regulations, 2015.
All Board Members, Key Managerial Personnel and Senior Management Personnel have affirmed compliance with the Code of Conduct.
41. DISCLOSURE OF STATEMENT OF DEVIATION(S) OR VARIATION(S) UNDER REGULATION 32 OF SEBI(LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS). REGULATIONS. 2015
With reference to Regulation 32 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the disclosure of Statement of Deviation(s) or Variation(s) as per the said regulation is not applicable to the Company.
42. DIRECTOR'S RESPONSIBILITY STATEMENT UNDER SECTION 134(3)(c) OF THE COMPANIES ACT.2013
Pursuant to the provisions of section 134(5) of the Companies Act, 2013, the Directors hereby state as follows:
(a) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
(b) the Directors had selected such accounting policies and applied them consistently and made judgments & estimates that are reasonable and prudent so as to give a true & fair view of the state of affairs of the company at the end of the financial year and of the profit & loss of the Company for that period ;
(c) The Directors had taken proper & 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 & detecting fraud & 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 such controls are adequate and are operating effectively;
(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.
43. PERSONNEL & INDUSTRIAL RELATIONS
The Company enjoyed cordial relations with the employees during the year under review and the management appreciates the employees of all cadres for their dedicated services to the Company and expects continued support, higher level of productivity for achieving the targets set for the future.
44. DISCLOSURE OF CREDIT RATING
Disclosure of Credit Rating is not applicable on the company during the year under review.
45. GENERAL
The Board of Directors states 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. Issue of equity shares with differential rights as to dividend, voting or otherwise.
II. Issue of shares (including sweat equity shares and Employees' Stock Options Schemes) to employees of the Company under any scheme.
III. Fraud reported by the Auditors to the Audit Committee or the Board of Directors of the Company.
IV. Scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.
V. Payment of remuneration or commission from any of its holding or subsidiary companies to the Managing Director of the Company.
46. ACKNOWLEDGEMENT AND APPRECIATIONS
Your Directors would like to express their sincere appreciation for assistance and co-operation received from the various stake holders including Financial Institutions,Banks, Governmental authorities and other business associates who have extended their valuable support and encouragement during the year under review.
Your Directors take the opportunity to place on record their deep appreciation of the committed services rendered by the employees at all levels of the Company, who have contributed significantly towards Company's performance and for enhancing its inherent strength. Your Directors also acknowledge with gratitude the encouragement and support extended by our valued stakeholders.