To,
The Members
Nirbhay Colours India Limited
(Formerly Known As "Parth Industries Limited")
The Directors' present their 32nd Report on the business and operations of your Company for the year 2023-24.
1) FINANCIAL RESULTS AND OPERATIONAL REVIEW:
(Amount in Lacs)
Year Ended
2) BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF
COMPANY'S AFFAIR:
During the year under review, the Company has generated profit of Rs.121.80 lacs as compared to profit of Rs. 2.73 lacs for the previous year. The Directors of the Company assure you to efforts are being made to improve the performance of the Company.
3) CHANGE IN THE NATURE OF BUSINESS:
During the reporting period there was no change in the nature of business activities, since Company has in same chemical segment.
4) DIVIDEND:
The Board in its meeting dated 27th May, 2024 has decided to pay a final dividend of Rs. 0.10/- (Ten Paise Only) per equity share i.e. 1% of the face value of Rs. 10/- each aggregating to Rs. 33,50,000/- for the financial year 2023-24. The payment of dividend is subject to approval of the shareholders in ensuing AGM.
5) TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
The Company does not have any amount which required to be transferred to the Investor Education and Protection Fund (IEPF).
6) TRANSFER TO RESERVES:
The Board of Directors of the Company has not proposed to transfer any amount to reserves.
7) CHANGES IN SHARE CAPITAL:
The paid-up Equity Share Capital of the Company as on March 31, 2024 is Rs. 3,35,00,000/-
A) Issue of equity shares with differential rights:
During the year under review, the Company has not issued any shares with differential voting rights.
B) Issue of sweat equity shares
During the year under review, the Company has not issued any sweat equity shares.
C) Issue of employee stock options
D) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees
The Company has no scheme of provision of money for purchase of its own shares by employees or by trustees for the benefit of employees. Hence the details under rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014 are not required to be disclosed.
8) FINANCE:
The Company has not borrowed loan from any Bank or Financial institution during the year under review.
9) DETAILS PERTAINING TO SHARES IN SUSPENSE ACCOUNT:
The Company does not have any shares in the demat suspense account or unclaimed suspense account. Hence, Disclosures with respect to demat suspense account/ unclaimed suspense account are not required to mention here.
10) REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:
The Company does not have Subsidiaries, Associate and Joint Venture Companies. Hence, details for the same are not required to be mentioned here.
11) DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED AND RESIGNED DURING THE YEAR:
Mr. Raghvendra Kulkarni (06970323), Director retires by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for reappointment.
a) Key Managerial Personnel:
The following are the Key Managerial Personnel of the Company.
b) Director:
During the year no changes has been occurred in the composition of Directors and KMP.
12) NUMBER OF MEETINGS OF BOARD OF DIRECTORS:
The meetings of the Board of Directors are held at periodical intervals and are generally at the registered office of the Company, Ahmedabad. The meeting dates are decided well in advance and the agenda and notes on agenda are circulated in advance to the Directors. All material information is incorporated in the notes on agenda for facilitating meaningful and focused discussion at the meeting. Where it is not perusable to attach supporting or relevant documents to the agendas, the same is tabled before the meeting. In case of business exigencies or urgency of matters, resolutions are passed by circulation. Senior Management persons are often invited to attend the Board Meetings and provide clarifications as and when required.
During the year 2023-24, 06 (Six) Board Meetings were convened and duly held on:
The Board of Directors of the Company were present at the following Board Meeting held during the year under review:
Name of Director
Independent Director Meeting:
A separate Meeting of Independent Directors of the Company was held on 26.03.2024.
13) PROFILE OF DIRECTORS SEEKING APPOINTMENT/RE-APPOINTMENT
As required under Regulation 36(3) of the SEBI (LODR) Regulations, 2015, particulars of Directors seeking appointment/ re-appointment at the ensuing Annual General Meeting are annexed to this notice convening Thirty-Second Annual General Meeting.
14) DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The terms and conditions of the Independent Directors are incorporated on the website of the Company www.nirbhaycolours.com
15) STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirement), Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration Committees.
During the year, the Board adopted a formal mechanism for evaluating its performance and as well as that of its committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board Chairman who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest etc.
The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors were carried out by the Independent Directors. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.
16) PARTICULARS OF EMPLOYEES & EMPLOYEE REMUNERATION:
The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) & 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is provided as "Annexure- A" to the Board's report.
None of the employees of the Company drew remuneration of Rs.1,02,00,000/- or more per annum and Rs.8,50,000/- or more per month during the year. No employee was in receipt of remuneration during the year or part thereof which, in the aggregate, at a rate which is in excess of the remuneration drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company. Hence, no information is required to be furnished as required under Rule, 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
17) CHANGE OF NAME:
During the year under review, the Company has not changed its name.
18) STATUTORY AUDITORS:
In the Annual General meeting held in the year 2020, the members of the Company has approved the appointment of M/s. A L Thakkar & Co (FRN: 120116W), Chartered Accountants, Ahmedabad as Statutory Auditor of the Company, to hold the office from the conclusion of the AGM held in the year 2020 until the conclusion of the Annual General Meeting which will be held in the year 2025. Accordingly they will hold the office as a Statutory Auditors till the conclusion of the AGM to be held in the year 2025.
19) COST AUDITORS:
The Cost audit of the Company has not been conducted for the financial year 2023-24 as provisions of Section 148 of the Companies Act, 2013 are not applicable on the Company.
20) SECRETARIAL AUDIT REPORT:
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 CS Rupal Patel, PCS, Ahmedabad, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure -B".
Observation, Qualifications and Adverse Remarks raised by Secretarial Auditor in his Secretarial Audit Report:
The Secretarial Auditor has raised following qualifications in their Audit Report:
a) The Company has not published notice of meeting of the board of directors where financial results shall be discussed and financial results, as required under Regulation 47 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
b) It has been noticed that, in the absence of information regarding outstanding dues of MICRO or Small Scale Industrial Enterprise(s) as per The Micro, Small & Medium Enterprise Development Act, the Company has not disclosed the same as required by Schedule III to the Companies Act and could not file MSME form during the year under review.
c) The Minutes of the company are not properly maintained on the minutes paper in accordance with the provisions of the companies act, 2013 and Secretarial standard -1 as amended from time to time under review.
d) The company has not properly maintained the attendance sheet of all meetings in accordance with the provisions of the companies act, 2013 and Secretarial standard -1 as amended from time to time under review.
e) Company's website is not updated as per Regulation 46 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
f) The company has not maintained the statutory registers in accordance with the provisions of the companies act, 2013 under review.
Reply to the qualification Remarks in Secretarial Audit Report:
Reply / Explanation of Management with reference to above qualification mentioned at serial no. (a) to (f) is mentioned below:
a) Although Company has not published notice of meeting of the Board of Directors where financial results shall be discussed and declared, the same has been uploaded on the website of the company. However, your Directors ensure the future compliance in this matter.
b) Since the management has made it's best efforts to update the record about registration of all vendors under the MSME Act and sent various e-mails and reminders despite that Company has not received any response from any of the vendors of the Company and accordingly Company is unable to file the said Form MSME-1.
c) Due to inadvertence the certain minutes of meeting of Board of Directors were not properly printed however Company has rectified the same and future compliance is ensured in this matter.
d) Company has maintained the Attendance Register of all Board Meetings but the same was lost and unable to locate the same for a particular period of time. However, at present the same is being found out and complied with the provisions of the Act.
e) Company has developed it's website however pursuant to change of name of the Company the same was under maintenance for a particular period of time. But presently it is functioning properly.
f) As the Company is a listed entity therefore Register of Members and Register of Transfer and beneficial owners are required to be maintained by Registrar and Transfer Agent. However, Company has maintained the other Statutory Registers as per the provisions of the Companies Act, 2013.
21) RESPONSE TO AUDITOR'S REMARKS:
There were no qualifications, reservations or adverse remarks made by Statutory Auditors in their Auditor's report.
22) AUDIT COMMITTEE:
The Audit Committee of the Board of Directors of the Company comprises 3 (three) Members as well as those in section 177 of the Companies Act, 2013 and include the reviewing of quarterly, half-yearly and annual financial statements before submission to the Board, ensure compliance of internal control systems and internal audit, timely payment of statutory dues and other matters.
During the year under review, 4 meetings of the committee were held 30/05/2023, 11/08/2023, 14/11/2023 and 10/02/2024. The composition of committee and attendance at its meetings is given below:
Sr. No.
Name
Position
Category
1
Ms. Sonal Gandhi
Chairperson
Non-Executive - Independent Director
2
Mr. Vipul Jana
Member
3
Mr. Divyakant Gandhi
Non-Executive- Independent Director
The Board accepted the recommendations of the Audit Committee whenever made by the Committee during the year.
23) VIGIL MECHANISM:
The Company has a vigil mechanism named Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The Company has adopted a Whistle Blower Policy, which affords protection and confidentially to whistle blowers. The Chairperson of Audit Committee is authorized to receive Protected Disclosures under this Policy. The Audit Committee is also authorized to supervise the conduct of investigations of any disclosures made whistle blowers in accordance with policy.
No personnel has been denied access to the Audit Committee. As of March 31, 2024, no Protected Disclosures have been received under this policy.
24) NOMINATION AND REMUNERATION COMMITTEE:
The Board of Directors of the company have constituted a Nomination & Remuneration Committee of
Directors mainly for the purposes of recommending the Company's policy on Remuneration Package for the Managing/Executive Directors, reviewing the structure, design and implementation of remuneration policy in respect of Key Management Personnel.
The Nomination & Remuneration Committee consisted of 3 members. During the year under review, 01 (one) meeting of the committee was held on 10/02/2024. The name of members, Chairman and their attendance at the Remuneration Committee Meeting are as under:
25) STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee consisted of 3 members. During the year under review, 4 meetings of the committee were held 30/05/2023, 11/08/2023, 14/11/2023, and 10/02/2024. The name of members, Chairman and their attendance at the Stakeholders Relationship Committee are as under Committee of Board:
The status of shareholders' complaints received so far/number not solved to the satisfaction of shareholders/number of pending share transfer transactions (as on March 31, 2024 is given below): -
Complaints Status: 01.04.2023 to 31.03.2024
Compliance Officer:
Mrs. Hiral Baldaniya, is Compliance Officer of the Company for the purpose of complying with various provisions of Securities and Exchange Board of India (SEBI), SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 with Stock Exchanges, Registrar of Companies and for monitoring the share transfer process etc.
a) Share Transfer System:
All the transfers are received and processed by share Transfer agents and are approved by share transfer committee. Share Transfer requests received in physical form are registered within 30 days and demat requests are confirmed within 15 days.
b) Dematerialization of shares and liquidity:
Details of Registrar and Share Transfer agent of the Company for dematerialization of shares:
Address :
201, Shatdal Complex, 2nd Floor Ashram Road, Ahmedabad-380009
26) ANNUAL RETURN:
Pursuant to Sub-section 3(a) of Section 134 and Sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the Financial Year ended on 31 March 2024 in Form MGT-7 is uploaded on website of the Company and the same can be assessed through the weblink http://www.nirbhaycolours.com/index.php .
27) 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:
There are no any Material Changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report.
28) DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
There is no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future during the year under review.
29) PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:
During the year under review, there were no proceedings that were filed by the Company or against the Company, which are pending under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other Courts.
30) DETAILS OF ONE TIME SETTLEMENT AND VALUATION THEREOF
During the year under review, there were no instances of onetime settlement with any Banks or Financial Institutions and hence no 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.
31) DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:
The Company has adequate and proper internal financial controls with reference to the Financial Statements during the year under review.
32) DEPOSITS:
Your Company has not accepted / renewed any deposits from the public/shareholders during the year under review.
33) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:
The Company has not made interest free Loans to other body Corporate within the limits prescribed under section 186 of the Companies Act, 2013. The Company has not made other Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 during the year under review of the Company.
34) PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All transactions entered into by the Company with its related parties during the year were in ordinary course of business and on arm's length basis and in compliance of the provisions of Section 177 read with Section
188 of the Act.
During the financial year 2023-24, the Company had not entered into any arrangement/transaction with related parties which could be considered material as stipulated under the provisions Section 188(1) of the Act read with relevant rules made thereunder and accordingly, no information is required to be given in the prescribed form AOC-2.
Further, the details of the related party transactions as per IND-AS 24 are set out in Notes to the Standalone Financial Statements of the Company.
35) CORPORATE GOVERNANCE:
As per SEBI circular no: CFD/POLICYCELL/7/2014 dated 15th September, 2014, (Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 shall not be mandatory to the following class of companies:
Companies 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;
Provided that where the provisions of (Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 becomes applicable to a company at a later date, such company shall comply with the requirements of (Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 within six months from the date on which the provisions became applicable to the company.
Accordingly, it may be noted that the paid-up share capital of the Company is below Rs. 10 crores and Net Worth of the Company has not exceeded Rs.25 crores, as on 31st March, 2024 and hence Corporate Governance is not applicable to the Company.
36) MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis forms part of this Annual Report for the year ended 31st March, 2024 and annexed as "Annexure-C".
37) DETAIL OF FRAUD AS PER AUDITORS REPORT:
There is no fraud in the Company during the Financial Year ended 31st March, 2024. This is also being supported by the report of the auditors of the Company as no fraud has been reported in their audit report for the financial year ended on 31st March, 2024.
38) OBLIGATION OF COMPANY UNDER THE 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 there under.
During the financial year 2023-24, the Company has not received any complaints on Sexual Harassment and hence no complaints remain pending as on 31st March, 2024.
39) 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 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, During the year under review it is NIL.
40) SECRETARIAL STANDARDS:
The Directors State that applicable Secretarial Standards i.e. SS-1 and SS-2 relating to ‘Meetings of the Board of
Directors' and General Meetings', respectively, have been duly followed by the Company.
41) CORPORATE SOCIAL RESPONSILIBILTY (CSR):
The Provision of Section 135 of the Company Act, 2013 are not applicable since the Company does not fall under Category of Rule 9 of the Corporate Responsibility Rules 2014.
42) DIRECTORS' RESPONSIBILITY STATEMENT:
The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that
a) In the preparation of the annual accounts, the applicable accounting standards had 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 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) 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; and
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.
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) SECRETARIAL STANDARDS:
The Directors State that applicable Secretarial Standards i.e. SS-1 and SS-2 relating to ‘Meetings of the
Board of Directors' and General Meetings', respectively, have been duly followed by the Company.
44) LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the year 2023-24 to BSE where the
Company's Shares are listed.
45) WEBSITE OF YOUR COMPANY
Your Company maintains a website www.nirbhaycolours.com where detailed information of the Company and specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 has been provided.
46) PREVENTION OF INSIDER TRADING:
In January 2015, SEBI notified the SEBI (Prohibition of Insider Trading) Regulation, 2015 which came into effect from May, 2015. Pursuant thereto, the Company has formulated and adopted a new code for Prevention of Insider Trading.
The New Code viz. "Code of Internal Procedures and Conduct for regulating, Monitoring and reporting of Trading by Insiders" and "Code of Practices and Procedures for fair Disclosure of Unpublished price Sensitive Information" has been framed and adopted. The Code requires pre-clearance for dealing in the Company's shares and prohibits purchase or sale of Company shares by the Directors and designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Company is Responsible for implementation of the Code.
47) BUSINESS RISK MANAGEMENT:
The Company has laid down a policy to manage Business Risk arisen and identified threat of such events which if occurs will adversely affect either / or, value to shareholders, ability of company to achieve objectives, ability to implement business strategies, the manner in which the company operates and reputation as "Risks". Further such Risks are categorized in to Strategic Risks, Operating Risks & Regulatory Risks. A detailed exercise is carried out to identify, evaluate, manage and monitoring all the three types of risks.
48) ACKNOWLEDGEMENTS:
Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.