To
The Members,
Yasho Industries Limited
The Board of Directors (the "Board") are pleased to present the 38th (Thirty Eighth) Annual Report on the performance of the Company together with the Audited Financial Statements for the financial year ended March 31, 2024.
FINANCIAL SUMMARY AND HIGHLIGHTS
The standalone and consolidated financial statements for the financial year ended March 31, 2024, forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs.
Key highlights of the financial performance of the Company are summarized below:
(Rs. in Lakhs)
(Standalone)
(Consolidated)
STATE OF COMPANY'S AFFAIRS
Discussion on state of Company's affairs has been covered as part of the Managing Director & CEO's Communique for the year under review.
TRANSFER TO RESERVES
The Board of Directors have decided to retain the entire amount of profit under Retained Earnings. Accordingly, your Company has not transferred any amount to General Reserves for the year ended March 31, 2024.
DIVIDEND
The Board of Directors in its meeting held on May 13, 2024, has recommended a final dividend of ? 0.50 /-per equity share for the year ended March 31, 2024, subject to the approval of the Members at the 38th Annual General Meeting CAGM').
The said dividend is in line with the Dividend Distribution Policy of the Company.
DIVIDEND DISTRIBUTION POLICY
In accordance with Regulation 43A of the SEBI Listing Regulations, the Board of Directors of the Company has adopted a Dividend Distribution Policy which endeavours for fairness, consistency and sustainability while distributing profits to the shareholders. The same is available on the Company's website at https://www.yashoindustries.com/ uploads/7/9/4/9/7949862/dividend distribution policy-new. pdf
INVESTOR EDUCATION AND PROTECTION FUND ("IEPF")
In accordance with the provisions of Sections 124, 125 and other applicable provisions, if any, of the Act, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (hereinafter referred to as "IEPF Rules") (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the amount of dividend remaining unclaimed or unpaid for a period of seven years from the date of transfer to the Unpaid Dividend Account is required to be transferred to the Investor Education and Protection Fund ("IEPF") maintained by the Central Government. Further, according to the IEPF Rules, the shares in respect of which dividend has not been paid or claimed by the Shareholders for 7 (Seven) consecutive years or more are also required to be transferred to the demat account created by the IEPF Authority.
Your Company does not have any unpaid unclaimed dividend or shares relating thereto which are required to be transferred to the IEPF till the date of this Report.
The details of the past unclaimed dividends are available on the Company's website at https://www.yashoindustries.com/ unpaid-unclaimed-dividend.html
The Company has appointed Ms. Rupali Verma, Company Secretary as the Nodal Officer for the purpose of coordination with Investor Education and Protection Fund Authority. Details of the Nodal Officer are available on the website of the Company at https://www.yashoindustries.com/contact-details- for-investor-grievances-iepf-material-eventsrta .html.
SHARE CAPITAL
a) AUTHORISED SHARE CAPITAL
As on March 31, 2024, the authorized share capital of the Company was ? 15,00,00,000 (Rupees Fifteen Crore only) consisting of 1,50,00,000 (One Crore Fifty Lakhs) equity shares of ? 10 (Rupees Ten) each.
b) PAID UP SHARE CAPITAL
As on March 31, 2024, the paid-up Equity Share Capital was ? 11,39,92,000 (Rupees Eleven Crore Thirty- Nine Lakhs Ninety-Two Thousand Only) divided into 1,13,99,200 (One Crore Thirteen Lakhs Ninety- Nine Thousand Two Hundred only) equity shares of ? 10/- (Rupees Ten) each.
During the year under review, the Company has not issued any equity shares with or without differential voting rights.
LISTING FEES
We feel pleasure to inform you that during the year under review your company also got listed its equity shares on National Stock Exchange of India Limited w.e.f. August 21, 2023. Now the equity shares of the Company are listed on both the terminals i.e. BSE Limited (Scrip Code: 541167) and National Stock Exchange of India Limited (Symbol: YASHO).
Further, your Company has paid the requisite Annual Listing Fees to both the exchanges where its securities are listed.
DEPOSITS
The Company has not accepted any deposits from public and as such no amount on account of principal or interest on deposits from public was outstanding as on March 31, 2024.
SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES
a) SUBSIDIARIES
As on March 31, 2024, the Company has 2 wholly owned overseas subsidiaries. There has been no material change in the nature of the business of the subsidiaries.
Further, a report on the performance and the financial position of each of the subsidiaries for the financial year ended March 31, 2024, as per Section 129(3) of the
Act is provided in Form AOC-1 enclosed and marked as "Annexure - A" and forms part of this report.
Pursuant to SEBI Listing Regulations, the Company's Policy on determining material subsidiaries is uploaded on the Company's website and can be accessed at https:// www.yashoindustries.com/uploads/7/9/4/9/7949862/ determination of material subsidiary policy-new.pdf
None of the subsidiaries are material subsidiary as per the thresholds laid down under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), as amended from time to time.
Further in accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on the Company's website https://www.yashoindustries.com/annual-reports.html. These documents will also be available for inspection at the registered office of the Company and of the subsidiary companies during business hours on all working days and during the Annual General Meeting.
b) ASSOCIATE AND JOINT VENTURE COMPANIES
As on March 31, 2024, the Company does not have any associate and joint venture companies.
DIRECTORS OR KEY MANAGERIAL PERSONNEL
a) DIRECTORS
Re-Appointment
Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014, Mr. Yayesh Jhaveri (DIN: 01257668), retires by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment.
Your Board recommends the re-appointment of the above Director. Additional Information on director recommended for re-appointment as required under Regulation 36 (3) of the SEBI (Listing and Obligation Disclosure Requirements) Regulations 2015 is given in the Notice convening Annual General Meeting.
The Company has laid down a Code of Conduct for all Board Members and Senior Management of the Company. All Board Members and Senior Management Personnel have affirmed compliance with the Code of Conduct. The Code of Conduct is placed on the website of the Company at https://www.yashoindustries.com/ uploads/7/9/4/9/7949862/code of conduct.pdf
Cessation
Further there were no changes in directors of the Company during the Financial Year under review.
b) INDEPENDENT DIRECTORS
The Company has received necessary declaration from all the Independent Directors of the Company under Section 149(7) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing and Obligation Disclosure Requirements) Regulations 2015, confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing and Obligation Disclosure Requirements) Regulations 2015.
In the opinion of the Board, the Independent Directors fulfil the said conditions of independence. The Independent Directors have also confirmed that they have complied with the Company's Code of Business Conduct & Ethics. In terms of requirements of the Listing Regulations, the Board has identified core skills, expertise and competencies of the Directors in the context of the Company's businesses for effective functioning, which are detailed in the Report on Corporate Governance.
Further, in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs.
In the opinion of the Board, the Independent Directors are independent of the management, possess the requisite integrity, experience, expertise, proficiency, and qualifications. The details of remuneration paid to the members of the Board of Directors and its Committees are provided in the Report on Corporate Governance.
c) KEY MANAGERIAL PERSONNEL ('KMP')
Below changes took place in Key Managerial Personnel of the company during the year under review:
1. Mr. Yayesh Vinod Jhaveri has resigned from the position of Chief Financial Officer of the company with effect from May 02, 2023.
2. Mr. Deepak Kaku has been appointed as Chief Financial Officer of the Company with effect from May 03, 2023.
3. Ms. Komal Bhagat has resigned from the position of Company Secretary & Compliance Officer of the Company with effect from October 21, 2023.
4. Ms. Rupali Verma has been appointed as Company Secretary & Compliance Officer of the Company with effect from February 19, 2024.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company has developed a robust familiarisation process for the newly appointed Directors with respect to their roles and responsibilities, way ahead of the prescription of the regulatory provisions. The process has been aligned with the requirements under the Act and other related regulations. This process inter alia includes providing an overview of the chemical industry, the Company's business model, the risks and opportunities, the new products, innovation, sustainability measures, digitisation measures etc.
The details of the familiarisation programme are also available on the Company's website at https://www.yashoindustries. com/familiarization-programme-of-id.html
BOARD EVALUATION Formal Annual Evaluation
In compliance with the Act and Regulation 17 and other applicable provisions of the Listing Regulations, the performance evaluation of the Board, its committees and of the Directors was carried out during the year under review.
Manner of effective evaluation
The Company has laid down evaluation criteria separately for the Board, its committees, and the Directors in the form of questionnaire.
Evaluation of Directors
The criteria for evaluation of Directors include parameters such as attendance, acquaintance with business, communication inter se between board members, effective participation, domain knowledge, compliance with code of conduct, focus on core values, vision, and mission etc.
Evaluation of Board and its Committees
The criteria for evaluation of Board include whether Board meetings were held in time, all items which were required as per law to be placed before the Board were placed or not, whether the same have been discussed and appropriate decisions were taken, adherence to legally prescribed composition and procedures, timely induction of additional/ women Directors and replacement of Board members/Committee members, whenever required, and whether the Board facilitates the independent directors to perform their role effectively.
The criteria for evaluation of Committee include taking up roles and functions as per its terms of reference, independence of the Committee, whether the Committee has sought necessary clarifications, information and explanations from management, internal and external auditors etc.
Based on such criteria, the performance evaluation of the Independent Directors was carried out by the entire Board, excluding Directors being evaluated. Independent Directors were evaluated based on parameters, such as, qualifications, experience, knowledge and competence.
The performance evaluation of Chairman, Executive and NonExecutive Directors were carried out by the Independent Directors who also reviewed the performance of the Board as a whole in their meeting held on February 6, 2024.
The Directors expressed their satisfaction with the evaluation process. Performance evaluation of the Board, its various Committees and directors including Independent Directors was found satisfactory.
COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178 The Company has in place a policy for remuneration of Directors and KMP as well as a well defined criterion for the selection of candidates for appointment to the said positions, which has been approved by the Board. The Policy broadly lays down the guiding principles, philosophy, and the basis for payment of remuneration to the Executive and Non-Executive Directors (by way of sitting fees and commission) and KMP.
The criteria for the selection of candidates for the above positions cover various factors and attributes, which are considered by the Nomination & Remuneration Committee and the Board of Directors while selecting candidates. The policy on remuneration of Directors and KMP is available at https://www.yashoindustries.com/uploads/7/9/4/9/7949862/ nomination and remuneration policy-new.pdf
The Board of Directors of the Company also formulated and adopted the policy on the 'Diversity of the Board'. The details of the same are available at the website of the Company and can be accessed at https://www.yashoindustries.com/ uploads/7/9/4/9/7949862/board diversity policy-new.pdf
NUMBER OF MEETING OF THE BOARD
The Board met Four (4) times during the year under review. The details of which are given in the Corporate Governance Report forming part of the Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 134(3) (C) of the Companies Act, 2013 with respect to Directors' Responsibility Statement, it is hereby confirmed that:
i. In the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures;
ii. 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 as at March 31, 2024 and of the profit and loss of the company for that period;
iii. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.
iv. The directors had prepared the annual accounts on a going concern basis;
v. The directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
vi. 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.
COMMITTEES OF THE BOARD
The Board of Directors has the following Committees:
a) Audit Committee
b) Nomination and Remuneration Committee
c) Stakeholders' Relationship Committee
d) Corporate Social Responsibility Committee
e) Risk Management Committee
The details of the requite Committees of the Board along with their composition, number of meetings and attendance at the meetings are provided in the Report on Corporate Governance as required under Schedule V of the Listing Regulations.
ANNUAL RETURN
Pursuant to section 92(3) and section 134(3)(a) of the Act, read with rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return (MGT-7) of the Company as on March 31, 2024, is available on the website of the Company and can be accessed at https://www. yashoindustries.com/annual-returns.html
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
In line with the requirements of the Companies Act, 2013 ('the Act') and SEBI Listing Regulations, as amended from time to time, the Company has formulated a Policy on Related Party Transactions ('RPT Policy') for identifying, reviewing, approving and monitoring of Related Party Transactions and the same is available on the Company's website and can be accessed at https://www.yashoindustries.com/uploads/7/9/4/9/7949862/ materiality of related party transactions policy -110622.pdf
All related party transactions entered into during FY 202324 were on an arm's length basis and in the ordinary course of business and were reviewed and approved by the Audit Committee. With a view to ensure continuity of day-to-day operations, an omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arm's length basis. A statement giving details of all related party transactions entered pursuant to the omnibus approval so granted is placed before the Audit Committee on a quarterly basis for its review.
The Company has not entered into any new material contract or arrangement with related parties during the year under review. Therefore, there is no requirement to report any transaction in Form AOC-2 in terms of Section 188 and 134 of the Act, read with Rule 8 of the Companies (Accounts) Rule, 2014.
Further, in terms of Regulation 23 of the SEBI Listing Regulations, the Company submits details of related party transactions on a consolidated basis as per the specified format to the stock exchanges on a half-yearly basis.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The details of loans, guarantees and investments covered under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 are as set out in the notes to the accompanying financial statements of your Company.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company's internal control systems are commensurate with the nature of its business, and the size and complexity of its operations and such internal financial controls concerning the Financial Statements are adequate.
Further, Statutory Auditors in its report expressed an unmodified opinion on the adequacy and operating effectiveness of the Company's internal financial controls.
PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in "Annexure B" to this Report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
To oversee and review the Vigil Mechanism/ whistle blower function established by the Company to report the genuine concerns against the suspected or confirmed fraudulent activities, allegations of corruption, violation of the Company's Code of Conduct. The Company will provide adequate safeguards against victimization of persons who use this mechanism. Such persons shall have direct access to the Chairman of the Audit Committee when appropriate. During the year under review, no complaints were received under the Whistle Blower Policy.
The Whistle Blower Policy has been posted on the website of the Company at https://www.yashoindustries.com/ uploads/7/9/4/9/7949862/vigil mechanism policy.pdf
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 CPOSH Act') and Rules made thereunder, the Company has formed an Internal Committee (TC') for its workplaces to address complaints pertaining to sexual harassment in accordance with the POSH Act. The Company has a detailed Policy for Prevention of Sexual Harassment at Workplace, which ensures a free and fair enquiry process with clear timelines for resolution.
The Policy is uploaded on the website of the Company at https://www.yashoindustries.com/uploads/7/9/4/9/7949862/ anti sexual harrasment policy.pdf
Your directors further state that during the fiscal year 202324, there were no complaints received pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
RISK MANAGEMENT
The Company has constituted a Risk Management Committee and had adopted duly approved a Risk Management Policy to identify the risk, analysis and to undertake risk mitigation actions and the same is available on the website of the Company and can be accessed at https://www.yashoindustries.com/ uploads/7/9/4/9/7949862/risk management policy-new.pdf
Risk Management plays a key role in business strategy and planning. The same has been extensively covered in the Management Discussion and Analysis forming part of the Annual Report.
CORPORATE SOCIAL RESPONSIBILITY
The Company has constituted a CSR Committee in accordance with Section 135 of the Act.
The Corporate Social Responsibility ('CSR') activities of the Company are governed through the Corporate Social Responsibility Policy CCSR Policy') approved by the Board. As a part of its initiative under the "Corporate Social Responsibility" (CSR) drive, the Company focuses in the areas of education, preventive health care and Rural Development. These projects are in accordance with Schedule VII of the Act and the Company's CSR policy. The Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as "Annexure C" and forms an integral part of this Report.
Further, he CSR policy is available on the website of the Company at https://www.yashoindustries.com/ uploads/7/9/4/9/7949862/corporate social responsibility policy-new.pdf
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report on the operations of the Company, as required under the Listing Regulations is provided in a separate section and forms an integral part of Annual Report.
REPORT ON CORPORATE GOVERNANCE
As per Regulation 34 read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed Report on Corporate Governance is included in the Annual Report, together with a certificate received from the Practicing Company Secretaries confirming compliance annexed as "Annexure D".
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING:
As per Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Business Responsibility and Sustainability Reporting forms a part of this Annual annexed as "Annexure E".
SECRETARIAL STANDARDS
During the year under review, your Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
STATUTORY AUDITOR & AUDIT REPORT
M/s. V J Shah & Co, Chartered Accountants (FRN: 109823W) were appointed statutory auditor of the Company by the members at the 34th Annual General Meeting held on July 29, 2020, for their second term of 5 (Five) year from the conclusion 34th AGM till the conclusion of 39th AGM to be held in calendar year 2025, on a remuneration mutually agreed upon by the Board of Directors and the Statutory Auditors.
M/s. V J Shah & Co, Chartered Accountants (FRN: 109823W) has resigned from the office of Statutory Auditor vide their letter dated June 28, 2024, before completion of their term. Their resignation has caused a casual vacancy in the office of Statutory Auditors as envisaged by section 139(8) of the Companies Act, 2013 and casual vacancy so caused by the resignation of auditors can only be filled up by the Company after taking consent of the members.
Accordingly, the Board at its meeting held on July 6, 2024, on recommendations of Audit Committee had appointed M/s. Gokhale & Sathe, Chartered Accountants (FRN: 103264W) to fill up the causal vacancy created on account of resignation by M/s V J Shah & Co, Chartered Accountants (Firm Registration Number: 109823W), subject to approval by the shareholders at the ensuing Annual General Meeting.
Further, The Board of Directors of the Company at its meeting held on July 6, 2024, on recommendations of Audit Committee have also appointed M/s. Gokhale & Sathe, Chartered Accountants (FRN: 103264W), subject to approval of shareholders at ensuing Annual General Meeting, to hold office from the conclusion of 38th Annual General Meeting till the conclusion of 43rd Annual General Meeting.
Your Company has received a letter from M/s. Gokhale & Sathe, Chartered Accountants communicating their eligibility and consent to accept the office, if appointed, to act as a Statutory Auditor of the Company in place of M/s. V J Shah & Co, Chartered Accountants with a confirmation that, their appointment, if made, would be within the limits prescribed under the Companies Act, 2013.
The Statutory Auditors' Report issued by M/s V J Shah & Co, Chartered Accountants (Firm Registration Number: 109823W) forms part of the Annual Report. There is no audit qualification, reservation, or adverse remark for the year under review.
REPORTING OF FRAUD
During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees to the Audit Committee under Section 143(12) of the Act, details of which need to be mentioned in this Report.
COST AUDITOR
As per the requirements of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, the Company is required to maintain cost accounting records and have them audited every year.
The Board of Directors, on the recommendations of the Audit Committee, has approved the appointment of Mr. Kaushal Joshi, Cost Accountant (Registration No. 40592), as Cost Auditor of the Company for the financial year 2024-25, under section 148 of the Companies Act, 2013.
The remuneration payable to the Cost Auditor is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a resolution seeking the Members' ratification for the remuneration payable to Mr. Kaushal Joshi, Cost Accountant, is included in Item No. 04 of the notice convening the Annual General Meeting.
The Company has maintained cost records as specified under Section 148 of the Act.
SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Act and rules made thereunder, the Company has appointed Dhrumil M. Shah & Co. LLP, Company Secretaries in Practice, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed as "Annexure F" and forms an integral part of this Report.
There are qualifications, reservations or adverse remarks made by the Secretarial Auditor in his report which is stated below:
CREDIT RATINGS
The following ratings have been reaffirmed / assigned to the Company for its Bank facilities vide last credit rating obtained by the company dated October 06, 2023:
* ? 1000 million of non-fund-based limit is sub-limit of fund-based working capital limit of ? 1,000 million.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed pursuant to the provisions of Section 134 of the Act read with the Companies (Accounts) Rules, 2014 are provided in "Annexure G" forming part of this Report.
MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY
There were no material changes and commitments affecting the financial position of the Company which has occurred between the end of the financial year of the Company i.e. March 31, 2024, and till the date of the Director' Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
During the year under review there have been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.
CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of the business of the company during the year under review.
THE 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:
As on the date of this report, there is no application or proceeding pending against your company under the Insolvency and Bankruptcy Code, 2016.
THE DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION AT THE TIME OF ONETIME SETTLEMENT AND THE VALUATION DONE AT THE TIME OF TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:
During the Financial Year 2023-24, the Company has not made any onetime settlement with any Bank or Financial Institutions.
OTHER DISCLOSURE
During the Financial Year under review:
1. The Company has not issued Equity Shares with differential rights as to dividend, voting or otherwise, pursuant to the provisions of Section 43 of the Act and Rules made thereunder.
2. The Company has not issued any Sweat Equity Shares to its Directors or employees.
3. No Director of the Company is in receipt of any remuneration or commission from its subsidiaries.
4. There was no revision of financial statements of the company.
5. The Company has not made any provisions of money or has not provided any loan to the employees of the Company for purchase of shares of the Company, pursuant to the provisions of Section 67 of the Act and Rules made thereunder.
6. During the year under review the Company's securities were not suspended.
CAUTIONARY STATEMENT
Statements in the Director's Report and the Management Discussion and Analysis describing the Company's objectives, expectations or predictions, may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company's operations include global and domestic demand and supply conditions, and other business policies, changes in government regulations and tax laws, overall economic growth rate etc., economic developments within India and the countries within which the Company conducts business etc.
ACKNOWLEDGMENTS
Your directors' wish to place on record sincere gratitude and appreciation, for the contribution made by the employees at all levels for their hard work, support, dedication towards the Company.
Your directors thank the Government of India and the Government of Gujarat and Maharashtra for their co-operation and appreciate the relaxations provided by various Regulatory bodies to facilitate ease in compliance with provisions of law.
Your directors' also wish to thank employees, customers, business associates, suppliers, investors and bankers for their continued support and faith reposed in the Company.