To,
The Members,
Arunis Abode Limited ("the Company")
Your Directors have the pleasure of presenting the Thirtieth (30th) Annual Report together with the Standalone and Consolidated Audited Financial Statements of the Company for the financial year ending 31st March 2024 ("Current Financial Year" or "Financial Year under Review").
FINANCIAL HIGHLIGHTS:
The Company's financial performance for the financial year ended 31st March 2024 is summarized below:
CONSOLIDATED AUDITED FINANCIAL STATEMENTS:
Pursuant to the provisions of the Companies Act, 2013 ("Act") read with the Companies (Accounts) Rules, 2014 and as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company has prepared Consolidated Audited Financial Statements consolidating financial statements of Arunis Edifice Private Limited and Arunis Realties Private Limited with its financial statements in accordance with the applicable provisions of Indian Accounting Standards ("Ind-AS").
The Consolidated Audited Financial Statements along with the Independent Auditors' Report thereon are annexed and form an integral part of the Annual Report. Further, a copy of the annual report will be made available on the website of the Company at www.arunis.co.
NATURE OF BUSINESS:
The company aims to engage in a wide range of activities related to real estate. These include acquiring, developing, and managing properties such as townships, housing and commercial premises, hotels, resorts, hospitals, educational institutions, and recreational facilities. Additionally, the company plans to undertake construction, infrastructure development, and engineering services in various fields. It also intends to operate as a real estate agency, providing consultancy services, property management services, and engaging in activities such as renting, repair, and maintenance.
OPERATIONAL PERFORMANCE:
The Company is engaged in the field of real estate activities. In the previous Financial Year, the Company entered into a Memorandum of Understanding with the following:
• Shree Dwarka Co-Operative Housing Society Limited, a Society registered under the Maharashtra Co-operative Societies Act, 1960 bearing registration No. W-S-W/HSG/TC 3785 dated 21st January 2022 to re-develop the said Society.
The Arunis Edifice Private Limited an Associate Company also entered into a Development Agreement with the following:
• Ambadevi Co-operative Housing Society Limited, a Society registered under the Maharashtra Co-operative Societies Act, 1960 bearing registration no. BOM/HSG-627 to re-develop the said Society on 16th February 2022.
TRANSFER TO RESERVES:
The Board of Directors has decided to retain the entire amount of profit for the Current Financial Year in the Statement of Profit & Loss.
DIVIDEND:
To strengthen the financial position of the company and after considering the relevant circumstances, the Board of Directors of your company has decided that it would be prudent, not to recommend any Dividend for the Financial Year under Review.
The Company does not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds that were required to be transferred to the Investor Education and Protection Fund (IEPF).
SUBSIDIARY, IOINT VENTURES, AND ASSOCIATE COMPANIES:
As on 31st March 2024, Arunis Edifice Private Limited is an Associate Company and Arunis Realties Private Limited is a Wholly Owned Subsidiary of the Company.
A statement containing salient features of the financial statements of Arunis Realties Private Limited and Arunis Edifice Private Limited in Form AOC - 1 is annexed as Annexure - I and forms part of this report.
During the financial year under review, the Company had no joint venture.
MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
Except as disclosed elsewhere in this report, no material changes and commitments which could affect the company's financial position, have occurred between the end of the financial year of the Company and the date of this report.
SHARE CAPITAL OF THE COMPANY:
The issued, subscribed, and paid-up equity share capital of your Company as on 31st March 2024 was Rs. 3,00,00,000/- (Rupees Three Crore Only) divided into 30,00,000 Equity Shares having face value of Rs. 10/- (Rupees Ten Only) each fully paid up.
The Company has not issued any sweat equity shares during the financial year under review and hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
The Company does not have any employee stock option scheme or employee stock purchase scheme. Hence no information as per the provisions of Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.
There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.
The Company has not issued any shares with differential rights during the financial year under review.
During the financial year under review, there was no change in the paid-up share capital of the Company.
LOANS, GUARANTEES. OR INVESTMENTS:
Details of other Loans, Guarantees, and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are provided in the notes 11 to the Financial Statements.
PUBLIC DEPOSITS:
During the year under review, the company has not accepted any deposits within the meaning of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Hence there are no details to be disclosed under Rule 8(5) (v) of the Companies (Accounts) Rules, 2014.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Pursuant to the provisions of Regulation 34(2)(e) of the Listing Regulations, the Management Discussion and Analysis Report for the year, as stipulated under the Listing Regulations is presented in a separate section and forms an integral part of the Annual Report.
REPORT ON CORPORATE GOVERNANCE:
As per the provisions of Regulation 15 (2) of the Listing Regulations, the compliance with the Corporate Governance provisions as specified in Regulations 17 to 27 and clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and para C, D and E of Schedule V shall not apply to a listed entity having paid up equity share capital not exceeding Rupees Ten Crore and Net worth not exceeding Rupees Twenty Five Crore, as on the last day of the previous financial year.
As of the last day of the previous financial year, the paid-up equity share capital and Net worth of the Company were below the threshold limits as stated above, therefore, the provisions as specified in Regulations 17 to 27 and clauses
(b) to (i) and (t) of sub-regulation (2) of Regulation 46 and para C, D and E of Schedule V are not applicable to the Company presently. Accordingly, the Report on Corporate Governance and certificate regarding compliance with conditions of Corporate Governance are not provided in the Annual Report. However, the Company continues to adhere to the best practices prevailing in Corporate Governance and follows the same in its true spirit.
DIRECTORS AND KEY MANAGERIAL PERSONNEL AND CHANGES IF ANY:
The following named personnel are the Directors and KMP'S of the Company as on 31st March 2024 as per Section 203 of the Companies Act, 2013:
In accordance with the provisions of Section 152 of the Act read with the Companies (Management and Administration) Rules, 2014 and Articles of Association of the Company, Mrs. Dhara Desai (DIN 02926512), Managing Director of the Company, retires by rotation at the ensuing 30th Annual General Meeting ("AGM") and being eligible, has offered herself for re-appointment and your Board recommends her re-appointment.
Mrs. Dhara Desai (DIN: 02926512), who retired by rotation at the previous 29th Annual General Meeting held on 26th September 2023, was re-appointed as director of the Company in terms of provisions of Section 152(6) of the Act.
The Nomination and Remuneration Committee and Board have recommended her re-appointment as Chairperson and Managing Director of the Company for approval of Shareholders at the ensuing Annual General Meeting of the Company.
CHANGES IN THE DIRECTORS DURING THE YEAR UNDER REVIEW:
During the year under review, Mr. Chirag Shah (DIN: 06954750) resigned from the post of Directorship with effect from 26th March 2024 due to pre-occupation in other work..
Mr. Deniis Desai (DIN: 02904192) was appointed as an Additional Non-Executive Director of the company with effect from 26th March 2024. In pursuant to the provisions of Section 161 of the Companies Act, 2013,read with Companies (Appointment and Qualification of Directors) Rules, 2014 and in accordance with the provisions of the Articles of Association of the Company and who holds office up to the date of ensuing Annual General Meeting and being eligible, offered himself for appointment and in respect of whom the Company has received a notice in writing from a member as required under Section 160 of the Companies Act, 2013, proposing his candidature for the office of Director, be and is hereby appointed as a Non-executive Director of the Company, who shall be liable to retire by rotation.
COMPANY SECRETARY & COMPLIANCE OFFICER OF THE COMPANY:
During the year under review, the following changes took place in the Key Managerial Personnel of the Company:
Mrs. Hirak Patel has resigned from the post of Company Secretary & Compliance Officer of the Company w.e.f. closing hours of 09th May 2023.
The Board of Directors of the Company at its meeting held on 09th May 2024, based on the recommendation of the Nomination and Remuneration Committee, have approved the appointment of Mrs. Garima Mandhania (Membership No. A62347) as Company Secretary and Compliance Officer of the Company w.e.f. 10th May 2023.
Except as stated above there were no changes in the Directors and Key Managerial Personnel of the Company.
The Company has received a declaration from the Directors in Form MBP-1 and Form DIR-8 pursuant to Section 184(1) of the Companies Act 2013 read with Rule 9(1) of The Companies (Meetings of Board and its Powers) Rules, 2014 and Section 164(2) of the Companies Act, 2013 and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014 respectively.
DECLARATION FROM INDEPENDENT DIRECTORS:
Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Regulation 16(1) (b) of Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force). In the opinion of the Board, all Independent Directors possess the integrity, expertise, and experience including the proficiency required to be Independent Directors of the Company. The Independent Directors of the Company have registered themselves with the data bank maintained by the Indian Institute of Corporate Affairs (IICA).
ANNUAL PERFORMANCE AND BOARD EVALUATION:
The Board of Directors has carried out an annual evaluation of its own performance, its committees, independent directors, non-executive directors, executive directors, and the chairman.
The Nomination and Remuneration Committee ('NRC') of the Board has laid down the manner in which formal annual evaluation of the performance of the Board, its committees, and Individual Directors has to be made and includes circulation of evaluation forms separately for evaluation of the Board and its Committees, Independent Directors/ Non-executive Directors/ Executive Director and the Chairman of your Company.
The performance of Non-independent Directors, the Board, as a whole, and the Committees of the Board has been evaluated by Independent Directors in a separate meeting. At the same meeting, the Independent Directors also evaluated the performance of the Chairman of your Company, after taking into account the views of the Executive Director and Non-executive Directors. Evaluation as done by the Independent Directors was submitted to the NRC and subsequently to the Board.
The performance of the Board and its Committees was evaluated by the NRC after seeking inputs from all the Directors, on the basis of criteria such as the Board/ Committee composition and structure, the effectiveness of the Board/ Committee process, information and functioning, etc.
The performance evaluation of all the Directors of your Company (including Independent Directors, Executive Directors and Non-executive Directors and Chairman), is done at the NRC meeting and the Board meeting by all the Board Members, excluding the Director being evaluated on the basis of criteria, such as contribution at the meetings, strategic perspective or inputs regarding the growth and performance of your Company, among others. Following the meetings of the Independent Directors and Performance Board at its meeting discussed the performance of the Board, as a whole, its committees, and Individual Directors.
DIRECTORS' RESPONSIBILITY STATEMENT:
Your directors to the best of their knowledge and belief and according to the information and explanations obtained by them and as required under Section 134 (3) read with Section 134 (5) of the Act, states:
(a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any.
(b) that 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 at the end of the financial year 31st March 2024 and of the profit of the Company for that period.
(c) that the directors have 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) that the directors have prepared the annual accounts on a going concern basis.
(e) that the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
(f) that the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
MEETINGS OF THE BOARD OF DIRECTORS:
The Board meets at regular intervals to discuss and decide on the Company's business policies and strategy apart from other businesses of the Board. The Company adheres to the applicable provisions of the Companies Act, 2013, and the Secretarial Standards as prescribed by the Institute of Company Secretaries of India. Agenda papers containing all necessary information/documents are made available to the board members in advance to enable them to discharge their responsibilities effectively and make informed decisions.
During the financial year under review, the Board of Directors duly met 11 (Eleven) times viz. on 09th May 2023, 30th May 2023, 11th August 2023, 04th October 2023, 06th November 2023, 18th December 2023, 17th January 2024, 02nd February 2024, 20th February 2024, 27th February 2024 and 26th March 2024. The intervening gap between two consecutive Board meetings did not exceed the stipulated time.
The details of attendance of the directors at the meetings of the Board of Directors are as under:
MEETING OF INDEPENDENT DIRECTORS:
As stipulated under the Code of Independent Directors under Schedule IV of the Act, a separate meeting of the Independent Directors of the Company was held on 02nd February 2024 without the presence of Non-Independent Directors and members of the management to consider the performance of Non-Independent Directors and the Board as a whole and assessing the quality, quantity, and timeliness of the flow of information between the Company management and the Board of Directors.
Independent Directors expressed satisfaction with the performance of Non-Independent Directors and the Board as a whole. The Independent Directors were also satisfied with the quality, quantity, and timeliness of the flow of information between the Company management and the Board.
AUDIT COMMITTEE:
The Audit Committee is duly constituted as per the provisions of Section 177 of the Act. It adheres to the terms of reference, prepared in compliance with Section 177 of the Companies Act, 2013 which inter-alia include overseeing the financial reporting process, accounting policies and practices, reviewing periodic financial results, adequacy of Internal Audit Functions, related party transactions etc. The members of the Committee possess sound knowledge of accounts, audits, finance, taxation, internal controls, etc.
As on 31st March 2024, the Audit Committee comprised of Mrs. Megha Sultania, Mrs. Dhara Desai, and Mrs. Leena Desai as its members. Mrs. Megha Sultania is the Chairperson of the Committee. Mrs. Leena Desai, Member and Authorised Representative of the Chairperson of the Audit Committee were present at the 29th AGM of the Company held on 26th September 2023.
During the financial year under review, the Audit Committee duly met 10 (Ten) times viz. 30th May 2023, 11th August 2023, 04th October 2023, 06th November 2023, 18th December 2023, 17th January 2024, 02nd February 2024, 20th February 2024 and 27th February 2024, 26th March 2024. The number of meetings attended by each member during the financial year under review are as follows:
The Company Secretary and Compliance Officer act as a Secretary to the Committee.
The Broad terms of reference of the Audit Committee are as follows:
• Recommendation for appointment, remuneration, and terms of appointment of auditors of the Company.
• Approval of payment to Statutory Auditors for any other services rendered by the Statutory Auditors.
• Reviewing and monitoring the Auditors' independence and performance and effectiveness of the audit process.
• Discussions with Statutory Auditors before the audit commences, the nature and the scope of the Audit as well as post-audit discussion.
• Reviewing the Annual Financial Statements and Auditors' Report thereon before submission to the Board for approval, with reference to:
> Any changes in accounting policies and practices.
> Major accounting entries based on the exercise of judgment by management.
> Modified opinion(s) in the draft audit report.
> Significant adjustments arising out of audit findings.
> Compliance with accounting standards; and
> Related party transactions i.e. transactions of the company of material nature, with promoters or the management, their subsidiaries or relatives, etc. that may have potential conflict with the interests of the company at large.
• Oversee the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient, and credible.
• Discussion with Internal Auditors on any significant findings and follow up thereon.
• Review the adequacy of the internal control system. Finding of any internal investigations by the Internal Auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.
• Approval or any subsequent modification of transactions of the Company with related parties.
• Scrutiny of Inter-corporate loans and investments.
• Valuation of undertaking or assets of the Company, wherever it is necessary; and
• Reviewing the Company's financial and risk management policies.
Detailed terms of reference of the Committee are placed on the website of the company www.arunis.co.
All the recommendations made by the Audit Committee during the year were accepted by the Board. The Chairperson of the Audit Committee briefed the Board members on the significant discussions which took place at Audit Committee Meetings.
NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee is constituted in compliance with the requirements of Section 178 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014.
As on 31st March 2024, the Nomination and Remuneration Committee comprised of Mr. Chirag Jitendra Shah (up to 26/03/2024), Mrs. Leena Manish Desai, and Mrs. Megha Sultania as its members. Mr. Chirag Jitendra Shah is the Chairman of the Committee.
During the financial year under review, the Nomination and Re5uneration Committee duly met 5 (five) times viz. On 09th May 2023, 11th August 2023, 06th November 2023, 02nd February 2024 and 26th March 2024. The details of attendance of members at such meetings are as follows:
The Board terms of reference of the Nomination and Remuneration Committee are as follows:
• Formulate criteria for determining qualifications, positive attributes, and independence of Directors and evaluating the performance of the Board of Directors.
• Identification and assessing potential individuals with respect to their expertise, skills, attributes, and personal and professional standing for appointment and re-appointment as Directors / Independent Directors on the Board and as Key Managerial Personnel.
• Formulate a policy relating to remuneration for the Directors, Committee, and Senior Management Personnel. The Remuneration Policy is available on the website of the Company at www.arunis.co;
• Determine terms and conditions for the appointment of Independent Directors. The same is also available on the website of the Company at www.arunis.co.
Detailed terms of reference of the Committee are placed on the website of the companywww.arunis.co. STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Company's Stakeholders' Relationship Committee is responsible for the satisfactory redressal of investor complaints. The Stakeholders Relationship Committee was constituted in compliance with the requirements of Section 178 of the Companies Act, 2013.
As on 31st March 2024, the Stakeholders' Relationship Committee comprised of Mr. Chirag Jitendra Shah (up to 26/03/2024), Mrs. Leena Manish Desai, and Mrs. Megha Sultania as its members. Mr. Chirag Jitendra Shah is the Chairman of the Committee.
During the financial year under review, the Stakeholders' Relationship Committee duly met 4 (Four) time viz. on 30th May 2023, 11th August 2023, 06th November 2023 and 02nd February 2024. The composition of the Stakeholders' Relationship Committee and the number of meetings attended by each member during the financial year under review are as follows:
The Broad terms of reference of the Stakeholders' Relationship Committee are as follows:
• To oversee the redressal of investors' complaints including complaints related to share transfer/transmission/demat/remat of shares, non-receipt of annual reports, dividend payments, issue of new/duplicate share certificates, and other miscellaneous complaints; and
• To redress investors' complaints and recommend measures for overall improvement in the quality of investor services.
The Committee also oversees the performance of the Registrar and Share Transfer Agent and recommends measures for overall improvement in the quality of Investors' service. Company Secretary of the Company acts as Secretary of the Committee.
During the year, the Company has not received any complaints from shareholders. Further, no investor grievance has remained unattended/pending for more than thirty days.
RECONSTITUTION OF NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDER RELATIONSHIP COMMITTEE:
Due to resignation of Mr. Chirag Shah, Non- Executive Director and Chairman of the Committee w.e.f. from 26th March 2024. Nomination and Remuneration Committee and Stakeholder Relationship Committee is required to reconstituted w.e.f. 01.04.2024.
PARTICULARS OF EMPLOYEES AND REMUNERATION:
Disclosures pertaining to remuneration and other details, as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure - II, and forms part of this report.
The statement containing particulars of employees, as required under Section 197(12) of the Act, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in this report as Annexure - III, and forms part of this report.
REMUNERATION POLICY:
Pursuant to the provisions of Section 178 of the Act and on the recommendation of the Nomination and Remuneration Committee, the Board of Directors has adopted a policy ('Remuneration Policy') for the sel ection and appointment of Directors, Key Managerial Personnel ('KMP'), Senior Management Personnel ('SMP'), other employees and their remuneration including criteria for determining qualifications, positive attributes, independence of a director and other related matters. The Remuneration Policy is placed on the website of the Company at www.arunis.co.
CHANGE IN POLICY:
During the year under review and pursuant to Section V-A of Chapter V of Master Circular issued vide circular no. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023 ("Master Circular"), the Company has adopted the Policy for determination of materiality of any events and Information in terms of Regulation 30 of the Securities and Exchange Board of India 'Listing Regulations'.
CORPORATE SOCIAL RESPONSIBILITY:
During the financial year under review, the provisions of Section 135 of the Act regarding Corporate Social Responsibility were not applicable to the Company.
ANNUAL RETURN:
Pursuant to Section 92 and Section 134 of the Act, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of your Company as on 31st March 2024 is available on the Company's website at www.arunis.co
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
Pursuant to the provisions of Section 177(9) of the Act, your Company has duly established a Vigil Mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud, or violation of the Company's Code of Conduct or ethics policy. The Audit Committee of the Board monitors and oversees the vigil mechanism. Your directors hereby confirm that no complaint was received from any director or employee during the financial year under review.
We affirm that during the financial year under review, no employee or director was denied access to the Audit Committee.
The detailed policy related to this vigil mechanism is available on the Company's website at www.arunis.co. STATUTORY AUDITORS:
As per the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the members of the Company in their 25th AGM held on 7th September 2019 appointed M/s. A Yadav & Associates, Chartered Accountants, Vadodara, (Firm Registration No. 129725W), as the Statutory Auditors of the Company for a term of 5 (five) consecutive years i.e. to hold office from the conclusion of the 25th AGM till the conclusion of 30th AGM to be held for the financial year ending 31st March 2024.
M/s. A. Yadav & Associates, Chartered Accountants have furnished a certificate of their eligibility under Section 141 of the Act and the Companies (Audit and Auditors) Rules, 2014, confirming that they are eligible for continuance as Statutory Auditors of the Company.
The Statutory Auditors' Report on the financial statements for the financial year ended 31st March 2024 does not contain any qualification, reservation, adverse remark, or disclaimer. The Auditors Report and the notes on financial statements referred to in the Auditor's Report are self-explanatory and do not call for any further comments.
INTERNAL AUDITOR:
Pursuant to section 138 and all other applicable provisions, if any, of the Companies Act, 2013, read with rule 13 of the Companies (Accountant) Rules, 2014 (including any statutory enactment or modification or re-enactment thereof) the Company had appointed M/s. M P P S & Co., Chartered Accountants, as an Internal Auditor of the Company for the Financial year 2023-24 of the Company.
SECRETARIAL AUDITORS:
Pursuant to the provisions of Section 204(1) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, during the year the Board has appointed M/s. Bhavesh Chheda & Associates, Company Secretary Mumbai having Membership No. 48035 and CP. No. 24147 to undertake a Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit Report is annexed as Annexure IV and forms a part of this report.
DISCLOSURE OF MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013:
The provision of sub-section (1) of Section 148 of the Companies Act, 2013 regarding maintenance of cost records does not apply to the Company, hence the Company is not required to maintain cost records, and accordingly, such accounts and records have not been made and maintained.
DETAILS IN RESPECT OF FRAUDS REPORTING UNDER SECTION 143(12) OF THE COMPANIES ACT, 2013 BY STATUTORY AUDITOR:
During the financial year under review, the statutory auditors have not reported any instances of fraud in the Company as per Section 143 (12) of the Companies Act, 2013. This is also 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 31st March 2024.
COMPLIANCE WITH SECRETARIAL STANDARDS:
During the financial year under review, the Company has complied with the applicable SS-1 (Secretarial Standard on Meetings of the Board of Directors) and SS-2 (Secretarial Standard on General Meetings) issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
During the financial year under review, the Company has entered contract / arrangements / transaction with its related party pursuant to the provision of Section 188 of the Act, and the same were in the ordinary course of business on arm's length basis and are reported in note-26 forming part of the financial statements.
There was no material-related party transaction entered into by the Company. Accordingly, the disclosure of Related Party Transactions, as required under Section 134(3) of the Act in Form No. AOC-2 is not applicable.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY'S OPERATIONS IN THE FUTURE:
There were no significant and material orders passed by any regulators or courts or tribunals impacting the going concern status and the Company's operations in the future.
RISKS AND AREAS OF CONCERN:
There is a continuous process for identifying, evaluating, and managing significant risks faced through a risk management process designed to identify the key risks facing the business. Risks would include significant weakening in demand from core-end markets, inflation uncertainties, adverse regulatory developments, etc. During the financial year, risk analysis and assessment were conducted, and no major risks were noticed.
DISCLOSURES AND COMPLIANCE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION & REDRESSAL) ACT, 2013:
The Company is committed to providing and promoting a safe and healthy work environment for all its employees. Prevention of sexual harassment policy, which is in line with the statutory requirements, along with a structured reporting and redressal mechanism, including the constitution of the Internal Complaints Committee in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013 ("POSH Act"), is in place.
The Company has complied with the applicable provisions of the POSH Act and has constituted an Internal Complaints Committee under the POSH Act. During the financial year under review, no complaints were received under the POSH Act's provisions.
INTERNAL FINANCIAL CONTROLS:
The Company has in place proper and adequate internal control systems commensurate with the nature of its business, size, and complexity of its business operations. Internal control systems comprising of policies and procedures are designed to ensure the reliability of financial reporting, compliance with policies, procedures, applicable laws, and regulations, and that all assets and resources are acquired economically used efficiently, and adequately protected.
The Audit Committee evaluates the efficiency and adequacy of the financial control system in the Company, its compliance with operating systems, and accounting procedures, and strives to maintain the standards in Internal Financial Control.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO: Conservation of energy:
Technology absorption:
Foreign exchange earnings and Outgo:
During the financial year under review, there was no foreign exchange earnings and outgo.
DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE ACCOUNT:
The Company did not have any of its securities lying in demat/unclaimed suspense account arising out of public/bonus/rights issue as on 31st March 2024. Hence, the particulars relating to an aggregate number of shareholders and the outstanding securities in suspense account and other related matters do not arise.
GREEN INITIATIVE:
The Ministry of Corporate Affairs (MCA) has undertaken a green initiative in Corporate Governance by allowing paperless compliances compliance by the Companies and permitting the service of Annual Reports and documents to the shareholders through electronic mode subject to certain conditions and the Company continues to send Annual Reports and other communications in electronic mode to the members who have registered their email addresses with the Company.
DETAILS OF PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:
During the financial year under review, neither application was made nor proceeding initiated against the Company under the Insolvency and Bankruptcy Code, 2016, nor was any such proceeding pending at the end of the financial year under review.
VALUATION OF ASSETS:
During the financial year under review, there was no instance of one-time settlement of loans / financial assistance taken from Banks or Financial Institutions, hence the Company was not required to carry out a valuation of its assets for the said purpose.
ACKNOWLEDGEMENT:
Your directors wish to place on record their appreciation for the contribution made by the employees at all levels. Your directors also wish to thank its customers, dealers, agents, suppliers, investors, financial institutions, and government authorities for their continued support and faith reposed in the Company.