Dear members,
The Board of Directors is pleased to present the Company's 39th annual report and Company's Audited Financial Statements for the financial year ended March 31, 2024.
1. FINANCIAL RESULTS
The Company's financial performance for the year ended March 31, 2024 is summarized below:
2. RESULTS OF OPERATIONS AND STATE OF AFFAIRS OF THE COMPANY
The Company has earned profit of Rs. 19.83 Lakhs for the year ended 31st March, 2024 against profit of Rs. 44.28 Lakhs in the previous year.
3. DIVIDEND
Your Directors do not recommend any dividend and no amount is transferred to Reserves for the financial year 2023-24.
4. MATERIAL CHANGES AFFECTING THE COMPANY
There have been no material changes and commitments affecting the financial position of the company between end of the financial year and date of this report. There has been no change in the nature of business of the company.
5. ISSUE OF BONUS EQUITY SHARES TO NON-PROMOTERS:
Presently, the Shareholding of Promoters is 94.30%. In accordance with the SEBI Order dated 4th June, 2013 and subsequent directions of SEBI, the Company is required to increase the Minimum Public Shareholding (MPS) to 25% by inter alia issuing Bonus Shares to the Non promoter shareholders of the Company and promoter foregoing their entitlement of bonus shares.
Accordingly, the Board of Directors of the Company in their meeting held on 13 th August, 2024, pursuant to the provisions of Section 63 of the Companies Act, 2013, has proposed Issue of Bonus Shares in the ratio of 5 (Five) fully paid - up bonus equity shares of Rs 10/- (Rupees Ten) each for every 1 (One) existing fully paid-up equity share of Rs 10 /- (Rupees Ten) each by capitalizing a sum not exceeding Rs 42,03,750/- (Rupees Forty Two Lakhs Three Thousand Seven Hundred and Fifty Only) from and out of the free reserve and / or any other permitted reserves/ surplus of the Company to the Non promoter Members of the Company, subject to approval of shareholders at the ensuing Annual General Meeting of the Company to be held on 24th September, 2024.
6. DEPOSITS
During the year, the Company has not accepted deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 (“Act”) and the Companies (Acceptance of Deposits) Rules, 2014.
7. SECRETARIAL STANDARDS
The Directors state that the applicable Secretarial Standards i.e. SS-1 and SS-2 relating to the ‘Meetings of the Board of Directors' and ‘General Meetings', respectively have been duly followed by the Company.
8. DIRECTOR'S RESPONSIBILITY STATEMENT Your Directors state that:
a) in the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed;
b) they 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, 2024 and profit of the Company for the year ended on that date;
c) they 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) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating; and
f) they had devised proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems are adequate and operating effectively.
9. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All transactions with Related Parties entered in Financial Year 2023 - 2024, were in ordinary course of business and at arm's length basis and in accordance with the provisions of the Act and the Rules made thereunder, the Listing Regulations and the Company's Policy on Related Party Transactions. During the year under review, there were no related party transactions that may have potential conflict with the interest of the Company at large.
10. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The provisions relating to Corporate Social Responsibility (CSR) under section 135 of the Companies Act, 2013 are not applicable to the Company.
11. RISK MANAGEMENT
The Company is not required to comply with the Regulation 21 of the SEBI (Listing Regulations). However, the Company makes constant effort to identify, assess, report and monitor the risk associated with the business of the Company. The policy for risk management is updated in the website of the Company and the web link of the same is https://www.classicelectricals.co.in/
12. INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference to the financial statements. During the year such controls were tested and no reportable material weakness in the design or operation was observed.
13. PREVENTION OF INSIDER TRADING
Your Company has in place a Code of Conduct for Prohibition of Insider, which lays Down the process for trading in securities of the Company by the Designated Persons and to regulate, monitor and report trading by the employees of the Company either on his/her own behalf or on behalf of any other person, on the basis of Unpublished Price Sensitive Information. The aforementioned amended Code, as amended, is available on the website of the Company.
All Directors on the Board and the designated employees have confirmed compliance with the Code.
14. DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and Articles of Association, Mr. Rajesh Hirji Shah (DIN: 00475776) retires by rotation and being eligible offers himself for re-appointment at the ensuing 39th Annual General Meeting of the Company. The Board of Directors on recommendation of Nomination & Remuneration Committee has recommended his re-appointment.
In accordance with the provisions of the Companies Act, 2013, and the Company's Articles of Association, Mr. Rajesh Hirji Shah is re-appointed as a Managing Director of the Company for a further term of five years w.e.f. 25/11/2024 to 24/11/2029. The brief profile of the Mr. Rajesh Hirji Shah and other related information has been detailed in the Notice convening the ensuing AGM. Your Directors recommends his re-appointment as Executive Director of your Company for the consideration of the Members of the Company at the forthcoming Annual General Meeting.
Based on the performance evaluation carried out by the Nomination and Remuneration Committee and on their recommendation and subject to approval of members of the company, Mr. Prashant Manharlal Parekh (DIN: 00298922) an Non - executive Independent Director is proposed to be re-appointed for second term as Independent Director pursuant to the provisions of Companies Act 2013 and Listing Regulations. The Board of Directors recommends his re-appointment by the way of special resolution and attention of the members is invited to the relevant items in the Notice convening the 39th AGM and the explanatory statement thereto.
Mr. Prashant Manharlal Parekh (DIN: 00298922) will hold office for the further period of five consecutive years with effect from this 39th Annual General Meeting held for the financial year ended 31st March, 2024 up to the conclusion of the Annual General Meeting to be held for the financial year ended 31st March, 2029.
Mr. Dhanesh Bipinchandra Parekh, Non-Executive & Independent Director, whose two terms of 5 years each will be expiring on conclusion of the ensuing Annual General Meeting to be held for the financial year ended 31st March, 2024, ceases to be the Director of the Company in terms of Section 149 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The Board places its appreciation on records for the services rendered by him during his tenure.
The Company has received declaration from Mr. Ganesh Vijay Shiraskar (DIN: 10330144), confirming that he meets the criteria of independence prescribed under the act and the listing regulations and subject to approval of members of the company, Mr. Ganesh Vijay Shiraskar (DIN: 10330144) is proposed to be appointed as an Non Executive, Independent Director, not be liable to retire by rotation for his first term for period of five consecutive years with effect from this ensuing 39th Annual General Meeting held for the financial year ended 31st March, 2024 up to the conclusion of the 44th Annual General Meeting to be held for the financial year ended 31st March, 2029.
Mrs Julie Mehul Shah and Mr Sunil Hirji Shah continue to be the Non Independent Directors.
Mr Sunil Hirji Shah continues to be the Chief Financial Officer of the Company with effect from 26th March 2015.
Mr. Rajesh Hirji Shah (DIN: 00475776), Managing Director, Mr. Sunil Hirji Shah, Chief Financial Officer and Ms. Rupali Dhiman, Company Secretary & Compliance Officer are the Key Managerial Personnel of your Company in accordance with the provisions of Sections 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).
Declaration by Independent Directors:
All Independent Directors have given declarations to the effect that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 read with Regulation 16 of SEBI (Listing obligations and Disclosures Requirements), Regulations 2015. In the opinion of the Board, Independent Directors fulfil the conditions specified in the Act, Rules made there under and Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company.
None of the Directors disqualifies for appointment/ reappointment under Section 164 of the Companies Act, 2013.
Evaluation of Board's Performance:
The Company has devised a Policy for performance evaluation of the Board, Committees and other individual Directors (including Independent Directors) which include criteria for performance evaluation of Non-executive Directors and Executive Directors. The evaluation process inter alia considers attendance of Directors at Board and committee meetings, acquaintance with business, communicating inter se board members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy.
Your Company has established well defined familiarization and induction program. Further, at the time of the appointment of an Independent Director, the Company issues a Letter of appointment outlining his / her role, function, duties and responsibilities.
The Board carried out an annual performance evaluation of the Board, Committees, Individual Directors and the Chairman. The Chairman of the respective Committees shared the report on evaluation with the respective Committee members. The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective Committees.
The report on performance evaluation of the Individual Directors was reviewed by the Chairman of the Board and feedback was given to Directors. Pursuant to the provisions of the Companies Act, 2013 read with the Rules issued there under and the Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force), the process for evaluation of the annual performance of the Directors / Board / Committees was carried out.
In a separate meeting of Independent Director's, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the view 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. Performance evaluation of independent directors was done by the entire board excluding the independent directors being evaluated.
15. AUDITORS AND AUDITORS' REPORT
Statutory Auditor
In accordance with provisions of Companies Act, 2013 the members at the 37th Annual General Meeting held on September 30, 2022 had approved appointment of M/s. A D V & Associates (Firm Registration No - 128045W) for 5 years, till the conclusion of the 42nd Annual General Meeting to be held in the year 2027, As per the provisions of Section 139 of the Act, they are not disqualified from continuing as Auditors of the company.
The Auditors of the company have not reported any instance of fraud committed against the company by its officers or employees under Section 143(12) of the Companies Act, 2013. The Auditors' Report for FY 2023-24 is unmodified i.e. it does not contain any qualification, reservation or adverse remark or disclaimer.
Secretarial Auditor
The Board has appointed M/s. D. Kothari & Associates, Practicing Company Secretary to conduct the Secretarial Audit. The Secretarial Audit report for the financial year ended March 31, 2024 is annexed herewith and marked as “Annexure I” to this report.
They have made above comment which includes our response to them.
1. The Company has yet to comply with the minimum public shareholding requirement under the Regulation 38 of SEBI (LODR) Regulations, 2015 (Compliance with requirement of Minimum Public Shareholding (MPS).
Our response to the above comment is that, the Board at its Meeting held on 13th August, 2024 has proposed to Issue Bonus Shares to the Non promoter members of the Company to comply with the above requirement.
2. The Company is non-Compliant for dematerialization of Promoters shareholding under Regulation 31(2) of SEBI (LODR)Regulations, 2015
Our response to the above comment is that, most of the Promoter Shareholders has already dematerialized their Shares.
Cost Auditor:
Appointment of cost auditors is not applicable to company.
16. DEMATERIALISATION OF SHARES
The shares of your Company are being traded in electronic form and the Company has established connectivity with both the depositories i.e., National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the Depository system, Members are requested to avail the facility of dematerialization of shares with either of the Depositories as aforesaid. As on March 31, 2024, 43.70% of the share capital stands dematerialized.
17. CORPORATE GOVERNANCE
Pursuant to Chapter IV of the SEBI Listing Regulations, the provision with regard to Corporate Governance is not applicable to the Company as the paid up equity capital does not exceed 10 crores and net worth does not exceed 25 crores as on the last day of the
previous financial year. Further your Company aims and constantly strives in maintaining the highest standards of Corporate Governance practices.
18. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Pursuant to Regulation 34 of the SEBI Listing Regulations, top one thousand listed entities based on market capitalization shall provide Business Responsibility and Sustainability Report. The Company is outside the purview of top one thousand listed entities. In view of this Business Responsibility and Sustainability Report is not applicable.
19. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34(2) read with the Schedule V of the SEBI Listing Regulations, it is required to annex Management Discussion and Analysis Report of the Company to the Annual Report. In compliance of the above mentioned provisions, said report for the financial year ended March 31, 2024 is annexed herewith and marked as Annexure to this report in “Annexure II”.
20. MEETINGS OF THE BOARD AND THEIR COMMITTEES Meetings of the Board:
Four meetings of the Board of Directors were held during the year on the following dates i.e. May 30, 2023, August 9, 2023, November 9, 2023 and February 9, 2024.
Constitution of Committees:
(1) Audit Committee:
The Company has constituted Audit Committee which comprises of following directors namely:
All the recommendations made by the Audit Committee were accepted by the Board.
Four Meetings of Audit Committee was held on May 30, 2023, August 9, 2023, November 9, 2023 and February 9, 2024.
(2) Nomination & Remuneration Committee:
The Company has constituted the Nomination & Remuneration Committee of the Board is constituted to formulate and recommend to the Board from time to time, a compensation structure for Managing Directors / Whole-time Directors and Managerial Personnel of the Company.
The nomination and Remuneration Committee comprises following directors namely:
One Meeting of the Nomination and Remuneration Committee was held on August 9, 2023.
(3) Stakeholders Relationship Committee:
The Company has constituted stakeholders Committee comprises of following directors namely:
One Meeting of the Stakeholder Relationship Committee was held on February 9, 2024.
(4) Independent Directors Meeting:
In compliance with the provisions of Secretarial Standards, Companies Act, 2013 and the SEBI Listing Regulations, separate meeting of Independent Directors was held and the following agenda item were considered at the meeting:
a) Review the performance of Non - Independent Directors and the Board of Directors as a whole;
b) Review performance of the Chairman, taking into account the views of the Executive Directors and Non - Executive Directors;
c) Assess the quality, quantity and timelines of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
One Independent Committee Meeting was held on February 9, 2024.
21. REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES:
The Company has in place appropriate policy on Directors' appointment and remuneration as required under Section 178(3) of the Act, which has been uploaded on the Company's website and web link of the same is https://www.classicelectricals.co.in/
22. CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF AN INDEPENDENT DIRECTOR AND CRITERIA FOR EVALUATION :
The Company has in place appropriate policy for determining qualifications, positive attributes, independence of an Independent Director, which has been uploaded on the Company's website and web link of the same https://www.classicelectricals.co.in/.
23. VIGIL MECHANISM:
The Company has established a vigil mechanism and oversees through the Audit Committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of Employees and Directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of Company's employees and the Company. The Vigil Mechanism Policy is available on Company's website https://www.classicelectricals.co.in/.
24. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED:
The full details of loans given and guarantees given have been provided in the notes to the financial statement for the year ended March 31, 2024. There are no Investments made by the Company as at March 31, 2024. The Company has not provided any security during the year.
25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:
The Statement on conservation of Energy, technology absorption foreign exchange earnings and out go is given in the “Annexure III” to this report.
26. EXTRACT OF ANNUAL RETURN:
The Annual Return of the Company for the year ended 31st March, 2024 prepared in compliance with Section 92 of the Companies Act, 2013 and related Rules in prescribed Form No. MGT 7 is placed on the website of the Company and can be accessed at the web link: www.classicelectricals.co.in
27. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
The total number of permanent employees as on March 31, 2024 was 5 .The Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are in “Annexure IV”.
Market Capitalization as on March 31, 2023 Rs. 230.20 Lakhs Market Capitalization as on March 31, 2024 Rs. 230.20 Lakhs
There is no change in market capitalization
PE ratio as on March 31, 2023 Rs. 05.20
PE ratio as on March 31, 2024 Rs. 11.65
The shares of the Company are not ordinarily traded on BSE.
The Company does not have any employee whose particulars are required to be disclosed in terms of the provisions of Section 197(12) of the act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, hence furnishing of the same does not arise.
28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company's operations in future.
29. REPORTING OF FRAUDS:
There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/ or Board under Section 143(12) of Act and Rules framed thereunder.
30. PREVENTION OF SEXUAL HARASSMENT IN THE COMPANY:
The Company values the dignity of individuals and strives to provide a safe and respectable work environment to all its employees. The Company is committed to providing an environment, which is free of discrimination, intimidation and abuse. All employees are covered under this policy.
In terms of Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, we report that, during 2023-24, no case has been reported under the said act.
31. GENERAL:
Your Directors state that no disclosure or reporting is required in respect of the following items as the provisions were not applicable to the company or there were no transactions on these items during the year under review: -
- Issue of equity shares with differential rights as to dividend, voting or otherwise.
- The Company does not have any scheme of provision of money for the purchase of its own shares by the employees or by trustees for the benefit of employees.
- The Company does not have any subsidiaries, hence, the question of receiving remuneration or commission by the Managing Directors or Whole Time Directors of the Company from subsidiary does not arise.
- The details of the top ten employees and employees who were drawing remuneration in excess of limits prescribed under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Section 197 of the Companies Act, 2013.
- The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
- The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
- Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not applicable and not required by the Company.
- No application has been made and no proceeding is pending under the Insolvency and Bankruptcy Code, 2016.
- There were no instance of one-time settlement with banks or financial institutions and hence the differences in valuation as enumerated under Rule 8(5)(xii) of Companies (Accounts) Rules, 2014, as amended, do not arise.
32. ACKNOWLEDGEMENT
The Board of Directors would like to express the sincere appreciation for the assistance and cooperation received from banks, government authorities and members during the year under review. The Board of Directors also wish to place on record its deep sense of appreciation for the committed services by the Company's executives, staff and workers