To,
The Members,
YASH INNOVENTURES LIMITED (Formerly Known as Redex Protech Limited)
Your Directors have pleasure in presenting their Thirty Second Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2023.
1. FINANCIAL RESULTS:
The summary of the Company's financial performance for F.Y. 2022-23 compared to the previous F.Y. 2021-22 is given below:
(Amount in Lakhs)
2. PERFORMANCE OF THE COMPANY :
The Board's Report is prepared based on the stand alone financial statements of the company.
During the year under review, the company recorded total income of Rs. 0.74 lakhs against Rs. 7.09 lakhs. The performance of the company is decreased with respect to overall turnover during the financial year 2022-23.
The Company is taking more efforts to achieve better revenue and profit in upcoming years. The company will strive to improve its performance in long term prospects based on actual pace of global economy.
3. DIVIDEND:
During the year under review, the directors did not recommend any Dividend for the year 2022-23.
4. THE AMOUNTS, IF ANY, WHICH IS PROPOSES TO CARRY TO ANY RESERVES:
The company has not transferred any amount to reserves during the financial year 2022-23.
5. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During the year under review, following changes were occurred in the board of the company:
The board of directors ('Board') has appointed Mr. Ashish Prakash Tripathi (DIN: 06594281) as an Additional Director (Non - Executive and Independent) on the board w.e.f. 23rd August, 2022 and regularized him as Non - Executive and Independent in 31st AGM of the company which was held on 28th September, 2022.
The board of directors ('Board') has re-appointed Mr. Gnanesh Rajendrabhai Bhagat (DIN: 00115076) as Managing Director on board w.e.f. 23rd August, 2022 and approved the same by shareholders in 31st AGM of the company which was held on 28th September, 2022.
The board of directors ('Board') has appointed Ms. Pooja Jain as Company Secretary and Compliance Officer of the company w.e.f. 2nd June, 2022.
The board of directors ('Board') has appointed Mr. Naresh Prajapat as Chief Financial Officer (CFO) of the company w.e.f. 8th August, 2022.
Mr. Jayprakash Bimashankar Sharma (DIN: 00114850) has been resigned from the post of Non-Executive Independent Director w.e.f. 23rd August, 2022.
Mr. Mahendra N Soni has been resigned from the post of Company Secretary and Compliance Officer w.e.f. 2nd June, 2022.
Mr. Gnanesh Rajendrabhai Bhagat has been resigned from the post of Chief Financial Officer (CFO) of the company w.e.f. 8th August, 2022.
6. MEETING OF BOARD OF DIRECTORS:
During the Financial year 2022-23, Twelve (12) Board Meetings were held and details of the dates of Board Meetings are as mentioned below:
7. COMMITTEES:
i) Audit Committee:
The Committee comprises of Mr. Hirenbhai Patel, Chairman and Independent non-executive Director, Mr. Jayprakash Sharma (Resigned w.e.f. 23.08.2022), Independent non-executive Director, Mr. Ashish Prakash Prakash Tripathi (Appointed w.e.f. 23.08.2022), Independent non-executive Director and Mr. Gnanesh Bhagat, Executive Director.
During the Financial Year 2022-23, Seven (7) Audit Committee Meetings were held; the dates of which are as follows:
ii) Stakeholders Relationship Committee:
The Committee comprises of Mr. Hirenbhai Patel, Chairman and Independent non-executive director, Mr. Jayprakash Sharma (Resigned w.e.f. 23.08.2022), Independent non-executive Director, Mr. Ashish Prakash Prakash Tripathi (Appointed w.e.f. 23.08.2022), Independent non-executive Director, Mrs. Angana Bhagat, non-executive director.
During the Financial Year 2022-23, Four (4) Stakeholders' Relationship Committee meetings were held; the dates of which are as Follows:
iii) Remuneration Policy & Nomination and Remuneration Committee:
The Company's policy relating to the appointment of directors, positive attributes, and independence of directors, remuneration and other related matters as provided in Section 178(3) of the Companies Act, 2013 is available on www.yashinnoventures.com/Investor/Policies.
Nomination and Remuneration Committee comprises of Mr. Hirenbhai Patel, Chairman and Mr. Jayprakash Sharma (Resigned w.e.f. 23.08.2022), Independent non-executive Director, Mr. Ashish Prakash Prakash Tripathi (Appointed w.e.f. 23.08.2022), Independent non-executive Director, Mrs. Angana Bhagat, non-executive director.
During the Financial Year 2022-23, Two (2) Nomination and Remuneration Committee meeting were held; date of which are as follows:
iv) Independent Directors Committee:
The Committee comprises of Mr. Hirenbhai Patel, Chairman and Independent non-executive director, Mr. Jayprakash Sharma (Resigned w.e.f. 23.08.2022), Independent non-executive Director, Mr. Ashish Prakash Prakash Tripathi (Appointed w.e.f. 23.08.2022), Independent non-executive Director.
During the Financial Year 2022-23, One (1) Independent Directors Committee were held; date of which are as follows:
SR. NO. DATE
1 08/12/2022
8. STATUTORY AUDITORS & AUDIT REPORT:
M/S. SHAH & SHAH, Chartered Accountants, (F.R.NO.131527W), who have offered themselves for appointment and have confirmed their eligibility to be appointed as Auditors, in terms of provisions of section 141 of the Companies Act, 2013 has been appointed as statutory auditors of the company for the term of five consecutive years to hold office till the conclusion of the Annual General meeting for the Financial Year 2024-25.
Auditors comments on your company's accounts for year ended March 31, 2023 are self explanatory in nature and do not require any explanation as per provisions of Section 134(3)(f) of the Companies Act, 2013.
There were no qualifications, reservation or adverse remark or disclaimer made by Statutory Auditor in its report.
During the financial year 2022-23, the Statutory Auditor of the Company has not reported to the audit committee any instance of fraud committed against the Company by its employees or officers under section 143(12), the details of which need to be reported in Board's Report.
9. INTERNAL FINANCIAL CONTROL:
During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas.
10. COST RECORDS:
Pursuant to Section-148 (1) of the Companies Act, 2013 read with Rule 3 of Companies (Cost Records and Audit) Rules, 2014, Company does not fall under the criteria for maintaining cost record for the financial year 2022-23
11. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:
Pursuant to Section 204 of the Companies Act, 2013, your company had appointed M/s. A. Shah & Associates, Practicing Company Secretaries, as its Secretarial Auditors to conduct the Secretarial Audit of the company for FY 2022-23. The Report of the Secretarial Auditor for the FY 2022-23 is annexed to this report as "Annexure I".
There were no qualifications, reservations or adverse remarks made by the Secretarial Auditors in their report for the FY 2022-23.
12. BOARD EVALUATION:
The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Companies Act, 2013 and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015.
The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.
The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.
In a separate meeting of Independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.
13. DEPOSITS:
Your company has not accepted any fixed deposits from the public within the provisions of Section 73 to 76 of the Companies Act, 2013. The outstanding balance of the unsecured loan taken from Mr. Gnanesh Bhagat, Managing Director of the company is Rs. 61,000.00/-. As well as the company has accepted unsecured loan of Rs. 4,34,99,000.00/- from others which is exempt from Deposit. Hence, the disclosures required as per Rule 8(5)(v)&(vi) of the Companies (Accounts) Rules, 2014, read with Section 73 to 76 of the Companies Act, 2013 are not applicable to your Company.
14. VIGIL MECHANISM:
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 read with Regulation 22 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.yashinnoventures.com under investors/Policies/Whistle blower Policy link.
15. CONSERVATION OF ENERGY, TECHNOLOGY:
(a) Conservation of energy
(b) Technology absorption
16. FOREIGN EXCHANGE EARNINGS / OUTGO:
As the Company has not carried out any activities relating to the export and import during the financial year. There is no foreign exchange expenses and foreign income during the financial year 2022-23.
17. NOMINATION AND REMUNERATION POLICY:
The Board has on the recommendation of Nomination and Remuneration / Compensation Committee framed a policy on directors' appointment and remuneration of Directors including criteria for determining qualification, positive attributes, independence of directors and remuneration for Directors, Key Managerial Personnel and other employees. The policy is annexed to this report as "Annexure II".
18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All related party transactions that were entered during the financial year were in ordinary course of the business of the company and were on arm's length basis. All such Related Party Transactions are placed before the Audit Committee for approval.
The policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions as approved by the Audit Committee and the Board of Directors has been uploaded on the website of the Company at www.yashinnoventures.com under investors/Policies/Related Party Transaction Policy link.
The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 is disclosed in Form No. AOC-2 in "Annexure - III".
19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:
In terms of provisions of Section 134(3)(g), the company has granted Loans, guarantee, and made Investment during the year 2022-23. Accordingly, the Disclosure as per Section 134(3)(g) containing the Particulars of Loans, Guarantees or Investments under Section 186, is annexed hereto as "Annexure IV" and forms part of this Report.
20. PARTICULARS OF EMPLOYEES REMUNERATION:
A. The ratio of the remuneration of each director to the median employee's remuneration and other details in terms of sub-section 12 of Section 197, of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as "Annexure V".
B. The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not provided as no employees is paid remuneration of Rs. 8.50 Lac Per month if employed for part of the year and Rs. 1.02 Crore Per Annum if employed for the whole year.
21. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Your Board of Directors during the year under review approved the Corporate Social Responsibility (CSR) Policy for your Company pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, based on the recommendations of the board of directors.
The CSR Policy is available on the website of the Company at https://yashinnoventures.com/documents/CSR-Policy.pdf.
A brief outline of the CSR Policy of the Company, the CSR initiatives undertaken during the financial year 2022-23 are set out in 'Annexure VI' to this Report.
The Provision of section 135 of the Companies Act, 2013 is applicable to your company, as the conditions given in section 135 (1) is fulfilled i.e. Net profit is more than 5 crore for the preceding year 2021-22, so your company has spend under CSR from the year 2022-23.
22. HUMAN RESOURCES DEVELOPMENT:
Your Company treats its "human resources" as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement. The Company's Health and Safety Policy commits to provide a healthy and safe work environment to all employees.
23. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
To foster a positive workplace environment, free from harassment of any nature, we have institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which we address complaints of sexual harassment at all the workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender- neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate. We have also constituted a Internal Complaints Committee (ICC) to consider and address sexual harassment complaints in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. To that effect, during the year under review, there were no incidences of sexual harassment reported.
24. CHANGE IN NATURE OF THE BUSINESS:
There was no change in the nature of business of the company during the year under review.
25. MANAGEMENT DISCUSSION AND ANALYSIS:
As per corporate governance norms, a separate section on Management Discussion and Analysis outlining the business of the Company is set out in Annexure forming part of this Report.
26. SIGNIFICANT OR MATERIAL ORDERS AGAINST COMPANY:
No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company's operation in future.
27. SIGNIFICANT OR MATERIAL EVENT OCCURRED DURING THE FINANCIAL YEAR:
During the current financial year following material events has been occurred:
The Company has taken Board Approval on 08.12.2022 for the Draft Scheme of Arrangement in nature of merger between Yash Shelters Limited (Transferor) and Yash Innoventures Limited (Transferee).
28. SIGNIFICANT OR MATERIAL EVENT OCCURRED AFTER BALANCE SHEET DATE:
No Event has occurred after the balance sheet date that representing the material changes and commitment that affecting the Financial position of the company.
29. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to requirement under 134(3)(c) and Section 134(5) of the Companies Act, 2013 (Act), Directors, confirm that:
(a) in the preparation of the annual accounts for the year ended on 31st March, 2023, the applicable accounting standards read with requirement set out under Schedule III to the Act, have been followed and there are no material departures from the same;
(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2023 and of the profit of the company for the year ended on that date;
(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) the Directors had prepared the annual accounts on a going concern basis;
(e) the Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively and
(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
30. ACKNOWLEDGEMENT
Your Directors wish to place on record their gratitude and sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review.
Your Directors would like to express a profound sense of appreciation for the commitment shown by the employees in supporting the Company in its continued robust performance on all fronts.