To,
The Members,
SRIVASAVI ADHESIVE TAPES LIMITED
Your directors have pleasure in submitting their 15th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2024.
1. FINANCIAL PERFORMANCE:
The Financial performance of the Company during the year was as under:
(All amounts in Lakhs Rupee except otherwise stated)
>2. BUSINESS OPERATION:
During the year under review, the Company has earned a total revenue of Rs. 7,767.61 Lakhs for the year ended March 31, 2024 as against Rs. 5971.93 Lakhs in the previous financial year.
The Company has recorded a profit (PBT) of Rs. 705.87 Lakhs for the year ended March 31,2024 as compared to Rs. 497.46 Lakhs in the previous financial year.
The Profit/ (Loss) after Tax (PAT) for the year ended March 31, 2024 stood at Rs. 514.66 Lakhs as compared to Rs. 361.76 Lakhs in the previous financial year.
3. DIVIDEND
To conserve resources in consideration of future growth of the Company, your directors does not recommend any Dividend for the year ended March 31,2024.
4. CHANGE IN THE NATURE OF BUSINESS, IF ANY:
There is no change in its nature of business of Company during the year under review.
5. AMOUNT TRANSFERRED TO RESERVES
The Company has not transferred its profits into Reserves & Surplus Account during the year under review.
6. ANNUAL RETURN:
As per Section 92(3) of Companies Act, 2013, the draft copy of Annual Return of company in form MGT - 7 has been uploaded on the website of Company and web link of the same is https://vasavitapes.com/
7. NUMBER OF BOARD MEETINGS/ COMMITTEE/SHAREHOLDERS MEETINGS CONDUCTED DURING THE YEAR:
I. BOARD MEETING:
During the year ended March 31, 2024, the Board met 7 times. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 (the "Act"). The prescribed quorum was presented for all the Meetings and Directors of the Company actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time.
II. AUDIT COMMITTEE
The audit committee of the Company is constituted under the provisions of section 177 of the Companies Act, 2013. Details of Audit Committee members as mentioned below:
Composition of the Committee:
1. Gopi D K, Non-Executive, Independent Director (Chairman);
2. Praiakta Sangoram, Non- Executive Independent Director (Member)
3. D N Anilkumara, Chairman & Managing Director (Member)
4. The Company Secretary of Company is Secretary of the Committee
The quorum for Audit Committee meeting shall either be two members or one third of the members of the Audit Committee, whichever is greater, with at least two Independent Directors.
The Chairman of the Committee must attend the Annual General Meetings of the Company to provide clarifications on matters relating to the audit.
During the Financial Year 2023-24, 6 Audit Committee meeting held by the members of Committee.
III. NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee of the Company is constituted under the provisions of section 178 of the Companies Act, 2013. Details of Nomination and Remuneration Committee Members as mentioned below:
1. Giriraj Bhutra, Non-Executive Independent Director (Chairman);
2. Gopi D K, Non-Executive Independent Director (Member);
3. Praiakta Sangoram, Non-Executive Independent Director (Member)
During the Financial Year 2023-24, 1 (one) Nomination and Remuneration Committee meeting held by the members of Committee.
IV. STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee of the Company is constituted under the provisions of section 178 of the Companies Act, 2013. Details of Stakeholders Relationship Committee as mentioned below:
1. Praiakta Sangoram, Non-Executive Independent Director (Chairman)
2. Gopi D K, Non-Executive Independent Director (Member)
3. Giriraj Bhutra, Non-Executive Director (Member)
During the Financial Year 2023-24,1 (one) Stakeholders and Relationship Committee meeting held by the members of Committee.
V. SHAREHOLDER'S MEETING:
VI. INTERNAL COMPLAINT COMMITTEE:
The Company is committed to provide a safe and conducive work environment to its employees, during the year under review. Your directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
8. DECLARATION OF THE INDEPENDENT DIRECTORS:
Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act, 2013, the Company has received individual declarations from all the Independent Directors confirming that they fulfil the criteria of Independence as specified in Section 149(6) of the Companies Act, 2013.
The Independent Director have complied with the Code of Conduct for Independent Directors prescribed in Schedule IV of the Act. In view of the available time limit, those Independent Director who are required to undertake the online proficiency selfassessment test as Rules, 2014, had committed to perform the test within time limit stipulated under the act. The Company has received declarations from all Independent Directors of the Company confirming that they continue to meet the criteria of Independence as prescribed under Section 149 of the Companies Act 2013.
9. DETAILS OF SUBSIDIARY/JOINT VENTURE/HOLDING COMPANY:
The Company has No Subsidiary and, there is no any Joint Venture or Holding Company of our Company.
10. share \
During the year under review, the Company has neither issued any shares with differential voting rights nor granted any Stock Option nor any Sweat Equity Shares.
AUTHORIZED SHARE CAPITAL
The Authorized Share Capital of the Company as on March 31, 2024 was Rs 15,00,00,000/- (Rupees Fifteen Crore) divided into 1,50,00,000 shares of Rs 10/- each.
ISSUED AND PAID-UP CAPITAL
The paid-up Equity Share Capital as on March 31, 2024 was Rs. 14,17,41,660/- (Rupees Fourteen Crore Seventeen Lakhs Forty-One Thousand Sixty Hundred Sixty Only) divided into 1,41,74,166 Shares of Rs. 10/- each.
11. DIRECTORS'S RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board of Directors of the company confirms that-
(i) In the preparation of the annual accounts for the year ended 31st March, 2024, the Company has followed the applicable accounting standards and there are no material departures from the same.
(ii) Accounting policies were adopted and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the affairs of the Company as at 31st March 2024 and of the Profit of the Company for year ended on that date.
(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act of safeguarding the assets of the Company and for preventing/ detecting fraud and irregularities have been taken.
(iv) The Directors have prepared Annual Accounts on a "Going Concern" basis.
(v) They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;
(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.
12. PERFORMANCE EVALUATION:
The Board of Directors carried out an annual evaluation of the Board itself, its committees, and individual Directors. The entire Board carried out performance evaluation of each Independent Director excluding the Independent Director being evaluated. The Nomination Remuneration Committee also carried out evaluation of every director's performance.
The evaluation was done after taking into consideration inputs received from the Directors, setting out parameters of evaluation. Evaluation parameters of the Board and Committees were mainly based on Disclosure of Information, Key functions of the Board and Committees, Responsibilities of the Board and Committees, etc. Evaluation parameters of Individual Directors including the Chairman of the Board and Independent Directors were based on Knowledge to Perform the Role, Time and Level of Participation, Performance of Duties and Level of Oversight and Professional Conduct etc.
Independent Directors in their separate meeting evaluated the performance of NonIndependent Directors, Chairman of the Board, and the Board as a whole.
13. CORPORATE GOVERNANCE:
In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 exempts companies which have listed their specified securities on SME Exchange from compliance with corporate governance provisions.
Since the equity share capital of your Company is listed exclusively on the SME Platform of National stock exchange of India Limited i.e. NSE Emerge, the Company is exempted from compliance with Corporate Governance requirements, and accordingly the reporting requirements like Corporate Governance Report, Business Responsibility Report etc. are not applicable to the Company. However, the Company complies to the extent of applicable sections of Companies Act, 2013 with regard to Corporate Governance.
14. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis report has been separately furnished as Annexure - I in the Annual Report and forms a part of the Annual Report.
15. POLICIES AND DISCLOSURE REQUIREMENTS:
In terms of provisions of the Companies Act, 2013 the Company has adopted following policies which are available on its website https://vasavitapes.com/
• Familiarization Programme of ID
• Nomination and Remuneration Policy
• Vigil Mechanism Whistler Blower Policy
• Code of Conduct for BoD and SMP
• Code of Practice and procedure for UPSI
• Criteria or Policy for making payments to NED
• Policy on Materiality of Related Party Transactions
• Policy on Preservation and Archival of Documents
• Policy on prevention of Sexual Harassment at workplace POSH
• Policy on Determination of Materiality
• Terms conditions of Appointment of Independent Directors
• Prohibition of Insider Trading Policy
;16. COMPANY'S f POLICY RELATING TO APPOINTMENT, PAYMENT OF \v\ REMUNERATION TO DIRECTORS AND DISCHARGE OF THEIR DUTIES: V !
Pursuant to the provision of Section 178 of the Companies Act, 2013 and at the recommendation of Nomination and Remuneration Committee has devised Nomination and Remuneration Policy relating to appointment of Key Managerial Personnel and Directors, Director's qualifications, positive attributes, independence of Directors and their remuneration and other related matters as provided under Section 178(3) of the Companies Act, 2013.
17. STATEMENT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(l) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in this Report as Annexure II which forms part of this Report.
18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OFTHE COMPANIES ACT, 2013:
The details of loans, guarantees or investments covered under Section 186 of the Companies Act, 2013 are given in the Note to the Financial Statements.
19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES UNDER SECTION 188 OF COMPANIES ACT, 2013:
All related party transactions that were entered during the financial year were on arm's length basis and were in the ordinary course of business. There are no significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. AOC - 2 of the same is attached herewith as Annexure - III.
20. COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India while organizing the Board and Annual General Meetings.
21. MATERIAL CHANGES AND COMMITMEIs
There was no material changes and commitments affecting the financial position of the Company occurred during the year and between the end of the financial year to which these financial statements relate and on the date of this report.
22. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE \^
There was no any application filed or any proceeding pending under Insolvency and Bankruptcy Code, 2016 (31 Of 2016) during the year under review. Hence the same is not applicable to Company
23. 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.
There was no any application filed or any proceeding pending under Insolvency and Bankruptcy Code, 2016 (31 Of 2016) during the year under review. Hence the same is not applicable to Company.
24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO:
(A) CONSERVATION OF energy:
The Company has been continuously making efforts to reduce energy consumption. The management is striving to achieve cost reduction by economical usage of energy.
(i) The steps taken or impact on conservation of energy:
The Company has been continuously making efforts to reduce energy consumption and the management is striving to achieve cost reduction by economical usage of energy.
(ii) The steps taken by the company for utilising alternate source of energy:
As the Company needs only minimum level of energy, it has not looked in to an alternative source of energy.
(iii) The capital investment on energy conservation equipment:
The Company has not made any capital investment as it is not required at this stage.
(b) technology absorption:
The Company is not utilizing any alternate source of energy.
(C) FOREIGN EXCHANGE EARNINGS AND OUT GO:
During the period under review, the Company has total income of Rs. 2.28 Crores and Nil expenditure in the foreign currency.
25. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISKo$$)$ M ANAGEMENTPOLICY OFTHE COMPANY: \
Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. The major risks have been identified by the Company and its mitigation process/measures have been formulated in the areas such as business, project execution, event, financial, human, environment, and statutory compliance.
7 26. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
CSR provides an opportunity to the Companies to effectively align its values and strategy for the benefits of the society, by contributing to the social, economic and environmental development of the society at large.
The provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 are applicable to the Company on the basis latest Audited financial Result as on 31st March, 2024, Hence the Company is required to adopt the CSR Policy or constitute CSR Committee in the financial year 2024- 9F>
Since the Board of Directors in their meeting held on July 27, 2024, has constituted the Corporate Social Responsibility Committee of the Company as per the above provisions of the Companies Act, 2013. The composition of Committee is as follow:
Further the Board of directors has also approved the CSR policy formulated in accordance with the Act (as amended from time to time), guides the Company to serve the society.
The CSR policy may be accessed under the Investor section on the website of the Company at link https://vasavitapes.com/
Since the Provisions of Section 135 of Companies Act, 2013 was applicable on the basis latest Audited financial Result as on 31st March, 2024, the Company will comply all the compliances and spent the required amount in CSR activities from F.Y. 2024-25. Further the Annual Report on CSR activities forming part of this Report is attached as Annexure - IV
27. DEPOSITS:
The Company has neither accepted nor renewed any deposits falling within the purview of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) ^;Rules 2014 as amended from time to time, during the year under review.
28. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL:
The Board is duly constituted according to the provisions of the Company Act.
The Directors on the Board have submitted notice of interest under Section 184(1), intimation under Section 164(2) of the Companies Act, 2013 and declaration as to compliance with the Code of Conduct of the Company.
Details of all Promoters/Directors/KMP as on 31st March, 2024 are as mentioned below:
Further during the year under review, following changes regarding appointment/reappointment/resignation has been done in the Management of Company:
29. AUDITORS:
A. STATUTORY AUDITORS AND THEIR REPORT:
M/s. Doshi Doshi & Co., Chartered Accountants (Firm Registration No. 153683W were appointed as the statutory auditors of the Company at the 14th Annual General Meeting of the Company for a term of five consecutive years i.e. from F.Y. 2023- 24 to 2027-28, who shall hold office from the conclusion of 14th Annual General Meeting till the conclusion of the 19th Annual General Meeting to be held in the year 2028, in terms of provisions of section 139(8) of the Act.
Further the Statutory Auditors have submitted their Report on the Financial Statements for the financial year ended March 31, 2024, which forms part of this Report. Also, there is no qualifications, reservations or adverse remarks made by the M/s. Doshi Doshi & Co, Statutory Auditor of Company in their Audit Report for the year under review.
B. INTERNAL AUDITOR:
During the year under review, the Board of Directors of Company in their meeting held on July 05, 2023 has appointed M/s. C S M R & Associates, Chartered Accountants, as Internal
Auditor of the Company for F.Y. 2023-24 to conduct the internal audit of the various areas of operations and records of the Company.
C. SECRETARIAL AUDITOR AND THEIR REPORT:
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors in their meeting held on May 30, 2023, M/s. Dilip Swarnkar & Associates, Practicing Company Secretary, has appointed as Secretarial Auditors of the Company for the year under review.
There are no qualifications, reservations or adverse remarks made by Secretarial Auditors in their report.
The said Secretarial Audit report is annexed as Annexure V and forms part of this report.
30. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Board has laid down standards, processes and procedures for implementing the internal financial controls across the organization. After considering the framework of existing internal financial controls and compliance systems; work performed by the Statutory Auditors and External Consultants; reviews performed by the Management and relevant Board Committees including the Audit Committee, the Board is of the opinion that the Company's internal financial controls with reference to the financial statements were adequate and effective during the financial year 2023-24.
31. INTERNAL CONTROL SYSTEMS: \ ;
Adequate internal control systems commensurate with the nature of the Company's business and size and complexity of its operations are in place and have been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.
32. COST AUDITOR:
As per provision of section 148(3) of Companies Act, 2013 and rule 6(2) of Companies (Cost records and audit) Rules, 2014, the Company is not required to appoint a cost auditor to audit the cost records of the Company.
33. EXPLANATION OF BOARD OF DIRECTOR'S ON AUDITOR'S REPORTS:
Auditors Report of Statutory Auditor and Secretarial Auditor:
There are no qualifications or reservation or adverse remarks made by both the Auditors in their reports for the year under review.
Hence there is no Explanation required.
34. REPORTING OF FRAUDS BY AUDITORS
During the year under review, the Statutory Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees under Section 143(12) of the Companies Act, 2013.
35. GREEN INITIATIVES
In compliance with Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Notice of the AGM along with the Annual Report 2023-24 is being sent through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice and Annual Report 2023-24 will also be available on the Company's website www.vasavitapes.com
36. VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES:
The Company has established a vigil mechanism, through a Whistle Blower Policy, where Directors and employees can voice their genuine concerns or grievances about any unethical or unacceptable business practice. A whistle-blowing mechanism not only helps the Company in detection of fraud, but is also used as a corporate governance tool leading to prevention and deterrence of misconduct.
It provides direct excess to the employees of the Company to approach the Compliance Officer or the Chairman of the Audit Committee, where necessary. The Company ensures that genuine Whistle Blowers are accorded complete protection from any kind of unfair treatment or victimization. The Whistle Blower Policy is disclosed on the website of the Company at www.vasavitapes.com
V 37. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.
38. GENERAL:
Your directors state that no disclosure or reporting is required in respect of the following items as there were no transaction on these items during the year under review.
1. Details relating to Deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend, voting or otherwise.
3. Issue of equity shares (including sweat equity shares) and ESOS to employees of the Company under any scheme.
4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.
5. There was no instance of non-exercising of voting rights in respect of shares purchased directly by the employees under a scheme pursuant to section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debenture) Rules, 2014 and hence no information has been furnished.
39. ACKNOWLEDGEMENTS:
Your directors would like to express their sincere appreciation of the co-operation and assistance received from Shareholders, Bankers, regulatory bodies and other business constituents during the year under review.
Your directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers, and staff, resulting in successful performance of the Company during the year. Your directors look forward to the continued support of all stakeholders in the future.