Dear Members,
The Board of Directors hereby submits the report of the business and operations of your Company ("the Company" or "ROX"), along with the audited financial statements, for the financial year ended March 31, 2024 (FY 2023-24).
FINANCIAL HIGHLIGHTS & STATEMENT OF AFFAIRS:
Amount in Rs. Lakhs
A. Total Revenue (including other income) for FY'24 stood at Rs. 17,649.97 Lacs, compared to Rs. 13,398.85 Lacs in FY'23, a YoY growth of 24%.
B. Profit before tax stood at Rs. 2,838.59 Lacs, compared to Rs. 2,047.50 Lacs in FY'23, a YoY growth of 27.8%.
C. Profit After Tax for the FY'24 stood at Rs. 2124.20 Lacs, compared to Rs. 1539.71 Lacs in FY'23, a YoY growth of 27.5%.
EXPANSION AND FUTURE PROJECTS:
Our Company has consistently performed over the years in terms of growth in its revenue and profitability. As a part of its future growth strategy, our focus is on increasing sales volumes through Organic and inorganic expansion and spread in geographical outreach. In that effort since December 2023, we have started spreading operations at new locations including Noida, Ahmedabad, Chennai. After the initial stabilization period, these branches are expected to provide the company with attractive opportunities to grow its client's base, Revenues and probability.
The Company has also identified promising areas which have the potential to scale up the revenue which includes the business opportunities from Government contracts.
During the year, The Company successfully completed its maiden IPO, which received an overwhelming response from the investors and got listed on National Stock Exchange (NSE) Emerge platform.
A more detailed explanation on the business and the performance of the Company has been provided in the Management Discussion and Analysis Report, which is forming part of the Annual Report.
DIVIDEND
The Company is in the growth phase and expanding business activities. Thus, to fund the expansion projects, acquisition and to augment working capital requirements, the Board of directors do not recommend any dividend for the financial year ended March 31, 2024.
To bring transparency in the matter of declaration of dividend and protect the interests of investors, the company had adopted a Dividend Policy since listing of its shares. The policy has been displayed on the Company's website at link https://www.rox.co.in/Investor-corner/Policies/div-dis-policy/index.html.
In the absence of any declaration of dividend in the past, the Company does not have any unpaid/unclaimed dividend coming under the purview of Section 124(5) of the Act to be transferred to Investors Education and Protection Fund ("IEPF") of the Central Government.
CAPITAL STRUCTURE OF THE COMPANY
There was change in the Authorized Share Capital of the Company during the FY 2023-24. In Extra-ordinary general meeting held on April 24, 2023, Authorized capital increased from 7,50,00,000/- (Rupees Seven Crores Fifty Lakhs) divided into 75,00,000 (Seventy- Five Lakhs) equity shares of Face Value of 10/- each to 25,00,00,000/- (Rupees Twenty Five crores) divided into 2,50,00,000 (Two crores fifty lakhs) equity shares of Face Value of 10/- each.
During the financial year, the Company has issued a Prospectus dated November 13, 2023 as part of raising capital from the public through an IPO. The offer to the public consisted of fresh issue of shares to the tune of 65,64,800 Equity Shares of face value of 10/- each. The Company successfully raised 5,448.78 Lakhs through its IPO, which involved the issuance of 65,64,800 equity shares with a face value of 10/- each. Of these, 60,17,600 shares were issued as a fresh offering, while 5,47,200 shares were part of an offer for sale by the promoters. The shares were offered to the public at a price of 83/- per share, including a share premium of 73/- per equity share. The issue witnessed unprecedented demand from the public where the IPO was oversubscribed by 214.44 times. Post allotment of shares issued through IPO, the paid up share capital of the Company has been increased from 16,81,87,500/- consisting of 1,68,18,750 Equity Shares to .22,83,63,500/- consisting of 2,28,36,350 Equity Shares.
The equity shares of the company got listed on November 16, 2023 on the SME Platform of National Stock Exchange of India Limited viz., NSE EMERGE.
UTILIZATION OF FUNDS RAISED THROUGH PUBLIC ISSUE
The Company had raised funds through Initial Public Offer (IPO) during November 2023 where the equity shares are listed on EMERGE Platform of National Stock Exchange of India Ltd. The proceeds of aforesaid issue is being utilized, for the purpose for which it was raised by the Company in accordance with the terms of the issue.
There was no deviation(s) or variation(s) in the utilization of public issue proceeds from the objects as stated in the prospectus dated November 13, 2023.
TRANSFER TO RESERVES
There is amount of 2236.96 lakhs proposed to be transferred to reserves during the year under review.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report, which forms part of this report.
CHANGE IN THE STATUS OF THE COMPANY
The company name has been changed from "ROX TRADING AND SYSTEM PRIVATE LIMTED to "ROX HI-TECH PRIVATE LIMITED" and a fresh Certificate of Incorporation consequent upon change in name dated April 19, 2023, issued by the Assistant Registrar of Companies, Tamil Nadu, Chennai.
The Company was converted into a Public Limited Company pursuant to approval of the Shareholders at an Extraordinary General Meeting held on April 24, 2023 and consequently, the name of our Company was changed to "ROX HI-TECH PRIVATE LIMITED" to "ROX Hi-Tech Limited" a fresh Certificate of Incorporation consequent upon change in name dated May 23, 2023, issued by the Assistant Registrar of Companies, Tamil Nadu, Chennai.
The Corporate Identification Number of our Company is L51506TN2002PLC048598.
CHANGE IN THE NATURE OF BUSINESS
There has been no change in the nature of business of the Company in the Financial Year under review.
ISSUE OF SHARES, INCLUDING DISCLOSURE ABOUT ESOP AND SWEAT EQUITY SHARE: a) BUY BACK OF SECURITIES: The Company has not bought back any of its securities during the year under review.
b) SWEAT EQUITY: The Company has not issued any Sweat Equity Shares during the year under review.
c) BONUS SHARES: During the year, the Company has issued bonus shares to its shareholders , in the ratio of 5 : 4, i.e., Five (05) shares of 10/- for every Four (04) existing equity shares by capitalizing a sum of
9,34,37,500/- (Rupees Nine Crores Thirty Four Lakhs Thirty Seven Thousand Five Hundred only) out of the credit of free reserves as on July 27, 2023, by issuing 93,43,750 equity shares of 10/- each as fully paid-up to the eligible shareholders.
d) EMPLOYEES STOCK OPTION PLAN: During the Year review the company has formulated ROX Employees Stock Option ROX ESOP Plan 2024on March 28, 2024. Under the plan total 5,63,200 shares has been approved and no options have been granted to any eligible employees so far.
e) INITIAL PUBLIC OFFER ("IPO"): During the financial year, your Company has issued a Prospectus dated November 13, 2023 as part of raising capital from the public through an IPO. The offer to the public consisted of fresh issue of shares to the tune of 65,64,800 Equity Shares of face value of 10/- each. The Company successfully raised 5,448.78 Lakhs through its IPO, which involved the issuance of 65,64,800 equity shares with a face value of 10/- each. Of these, 60,17,600 shares were issued as a fresh offering, while 5,47,200 shares were part of an offer for sale by the promoters. The shares were offered to the public at a price of 83/- per share, including a share premium of 73/- per equity share. The issue witnessed unprecedented demand from the public where the IPO was oversubscribed by 214.44 times. Post allotment of shares issued through IPO, the paid up share capital of the Company has been increased from 16,81,87,500/- consisting of 1,68,18,750 Equity Shares to 22,83,63,500/- consisting of 2,28,36,350 Equity Shares. The equity shares got listed on November 16, 2023 on the SME Platform of National Stock Exchange of India Limited viz., NSE EMERGE.
f) ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS AS TO DIVIDEND, VOTING OR OTHERWISE:- The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise.
g) ISSUE OF SHARES (INCLUDING SWEAT EQUITY SHARES) TO EMPLOYEES OF THE COMPANY UNDER ANY SCHEME: The Company has not issued any shares (including sweat equity shares) to employees of the Company under any scheme.
The paid-up share capital of the Company as on March 31, 2024 is 22,86,63,500/- divided into 2,28,36,350 equity shares of 10/- each.
PUBLIC DEPOSITS
The Company has not accepted any deposits from public falling within the ambit of section 73 and Section 76 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014. Hence, no disclosure is required under Rule 8(5) (v) and (vi) of the Companies (Accounts) Rules, 2014.
BORROWINGS
As on March 31, 2024, an amount of 2,129.48 Lakhs was outstanding towards borrowings, which comprises of both secured and unsecured loans.
ANNUAL RETURN
Pursuant to the provisions of Section 92(3) and Section 134(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended from time to time, the Annual Return of the Company as on 31st March, 2024 is available on the Company's website and can be accessed at https://www.rox.co.in.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED UNDER SECTION 186 OF THE ACT
The Company has not given any Loans, made any Investments, given any Guarantees and provided any Securities during the Financial Year under Section 186 of the Act.
CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES UNDER SECTION 188(1) OF THE ACT
With reference to Section 134(3)(h) of the Act, all contracts, and arrangements with related parties under Section 188(1) of the Act, entered by the Company during the financial year, were approved by the Audit Committee and wherever required, also by the Board of Directors.
Further, during the year, the Company had entered into any contract or arrangement with related parties which could be considered ‘material' (i.e. transactions entered into individually or taken together with previous transactions during the financial year, exceeding rupees one thousand crore or ten percent of the annual consolidated turnover as per the last audited financial statements of the Company, whichever is lower) according to the policy of the Company on materiality of Related Party Transactions.
The Company had entered transaction with related parties which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, hence the disclosure under Form AOC-2 is applicable to the Company and enclosed in Annexure I.
You may refer to Related Party transactions in Note No. 23 of the Standalone Financial Statements for more details.
Composition of the Board as at March 31, 2024, company's Board consists of 07 members. Besides the Chairman, who is an Executive Promoter Director, the Board comprises of one Executive Promoter Director (Woman Executive Director), one Executive Director and One Non-Executive Non-Independent Director and three Non-Executive Independent Directors. Brief profile of Directors is available at Company's website at https://www.rox.co.in. The composition of the consists of a combination of Executive and Non-Executive Directors and not less than 1/3rd of the Board comprising of Independent Directors as required under the Act.
NUMBER OF BOARD MEETINGS AND ATTENDANCE OF DIRECTORS
During the Financial Year 2023-24, the Company held 19 (Nineteen) board meetings of the Board of Directors as per Section 173 of Companies Act, 2013, viz April 11, 2023, April 19, 2023, May 19, 2023, June 26, 2023, July 4, 2023, July 21, 2023, July 25, 2023, July 27, 2023, August 14, 2023, August 18, 2023, August 24, 2024, September 22, 2023, October 10, 2023, October 21, 2023, November 6, 2023, November 13, 2023, December 5, 2023, February 12, 2024, February 28, 2024, The provisions of Companies Act, 2013 were adhered to while considering the time gap between two meetings.
BOARD OF DIRECTORS
The composition of the board and the details of meetings attended by its members are given below:
A detailed agenda, along with explanatory notes and all other relevant information, are circulated to the members of the Board in advance of each meeting. Comprehensive presentations covering all major functions and activities are made to the Board. The necessary strategic and material information is provided to the Board to ensure transparent decision-making.
The Non-Executive Directors, including Independent Directors, are entitled to sitting fees for attending meetings of the Board and its committees. The Company pays a sitting fee of Rs. 20,000 per meeting of the board and its committees to its Non-Executive Independent Directors and Non-Executive Directors who are not part of the promoter/promoter group for attending these meetings.
The remuneration of Executive Directors consists of salary and other benefits. The Nomination and Remuneration Committee conducts an annual appraisal of the Executive Directors' performance based on a thorough performance evaluation. It then recommends the compensation payable to them, within the parameters approved by the shareholders, for the Board's approval.
CORPORATE GOVERNANCE
The Equity Shares of the Company are listed on the SME platform (NSE-emerge) of National Stock Exchange of India Limited. Pursuant to Regulation 15(2) SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 the compliance with the Corporate Governance provision as specified in Regulation 17 to 27 and clause (b) to (i) and (t) of sub regulations (2) of regulation 46 and para C, D and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 shall not apply. The Company voluntarily adopted various practices of governance conforming to the highest ethical and responsible standards of business and is committed to focus on long term value creation for its shareholders. The Corporate Governance practices followed by the Company is included as part of this Report.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of Section 134(3)(c) of the Companies Act, 2013, with respect to Directors' Responsibility Statement it is hereby confirmed that:
a) In the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed and there are no material departures from the same;
b) the Directors have selected such accounting policies and applied them consistently and made judgements 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 of the Company for the year ended on that date;
c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a going concern basis;
e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
SECRETARIAL STANDARDS
The Company is in compliance with the applicable Secretarial Standards i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors' and ‘General Meetings', respectively issued by the Institute of Company Secretaries of India (‘ICSI') and approved by the Central Government under Section 118 (10) of the Act for the Financial Year ended 2023-24.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152 of the Companies Act, 2013, and the Articles of Association of the Company, Mr. Jeyasimmon Kenny Robert (DIN: 10217214) Director of the Company, retire by rotation at the ensuing Annual General Meeting. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, has recommended their re-appointment. Details of the Directors retiring by rotation and seeking re-appointment have been furnished in the explanatory statement to the notice of the ensuing AGM.
The following are the changes in the Board of Directors/KMPs of the Company during the year under review:
The Board of Directors of the company are of the opinion that all the Independent Directors of the company appointed / re-appointed during the year possess impeccable integrity, relevant expertise and experience required to best serve the interests of the company.
AUDITORS AND AUDITORS' REPORT
A. STATUTORY AUDITORS AND THEIR REPORT
M/s L U Krishnan & Co, Chartered Accountants (Firm Registration No: 001527S), was appointed as the Statutory Auditors of the Company on 24-04-2023 to fill the casual vacancy caused by the resignation of M/s. Sundaresan & Subramanian LLP. They subsequently resigned on 29-06-2023 due to preoccupation.
On the same day, M/s. P P N and Company, Chartered Accountants, Chennai (Firm Registration No: 013623S), were appointed as the Statutory Auditors to fill the vacancy until the conclusion of the 2022-2023 AGM. They were then appointed for a five-year term at the AGM on September 22, 2023, and their tenure will end at the conclusion of AGM to be held in 2028. The auditors have confirmed that they are peer-reviewed by the ICAI and hold a valid certificate from its Peer Review Board. The Company has also received their consent, confirming they are not disqualified under the Companies Act, 2013, to be appointed as Auditors.
M/s. P P N and Company, Chartered Accountants, have submitted their report on the Financial Statements for FY 2023-24, which is included in the Annual Report 2023-24. There are no observations or qualifications in the Audit Reports that require explanation or comment from the Board.
B. COST RECORDS AND COST AUDIT
Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable to the company for the period under review.
C. SECRETARIAL AUDITOR
Pursuant to provision of section 204 of the companies act, 2013 and The Companies (Appointment and Remuneration of managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the board of directors of the company on recommendation of Audit committee, at their meeting held on 05.12.2023 appointed M/s. S Sandeep & Associates, Company Secretaries (CP No. 5987), as Secretarial Auditors of the Company for the financial year 2023-24.
The Secretarial Auditors' Report for the Financial year 2023-24 does not contain any qualification, reservation or adverse remark except that certain forms/returns under the Act had been filed belatedly. The delay in filing certain forms in certain instances were due to the technical problems faced by the company while accessing the MCA website to file the forms/returns. However, the company has filed all applicable forms and returns by paying additional fee wherever applicable and as on the date of this report all the applicable forms/returns are duly filed.
The Secretarial Audit Report issued in form MR-3 by M/s. S Sandeep & Associates, Company Secretaries in respect of Secretarial audit of the Company for the financial year ended March 31, 2024. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
The Secretarial Audit Report issued in form MR-3 is annexed as Annexure- II.
INTERNAL FINANCIAL CONTROL SYSTEM
The Company has put in place an effective internal control system to synchronise its business processes, operations, financial reporting, fraud control, and compliance with extant regulatory guidelines and compliance parameters. The Company ensures that a standard and effective internal control framework operates throughout the organisation, providing assurance about the safekeeping of the assets and the execution of transactions as per the authorisation in compliance with the internal control policies of the Company.
The internal control system is supplemented by extensive internal audits, regular reviews by the management, and guidelines that ensure the reliability of financial and all other records. The management periodically reviews the framework, efficacy, and operating effectiveness of the Internal Financial Controls of the Company.
The Internal Audit reports are periodically reviewed by the Audit Committee. The Company has, in material respects, adequate internal financial control over financial reporting, and such controls are operating effectively. Internal Audits are carried out to review the adequacy of the internal control systems and compliance with policies and procedures. Internal Audit areas are planned based on inherent risk assessment, risk score, and other factors such as probability, impact, significance, and strength of the control environment. Its adequacy was assessed, and the operating effectiveness was also tested.
COMPLIANCE TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION, AND REDRESSAL) ACT, 2013 READ WITH THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION, AND REDRESSAL) RULES, 2013.
The Company has zero tolerance for sexual harassment at workplace and has a mechanism in place for prevention, prohibitionandredressalofsexualharassmentatworkplace in line with the provisions of the Sexual Harassment of WomenatWorkplace(Prevention,ProhibitionandRedressal) Act, 2013 and the Rules made thereunder. The Company is committed to provide equal opportunities without regard to their race, caste, sex, religion, color, nationality, disability, etc. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological. All employees (permanent, contractual, temporary, trainees) are covered.
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment at workplace. During the year under review, Company has not received any complaints on sexual harassment and hence there are no complaints pending as on the end of the Financial Year 2023-24 on sexual harassment
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORSORCOURTSORTRIBUNALSIMPACTINGTHEGOING CONCERNS STATUS AND COMPANY'S OPERATIONS IN FUTURE
The Company has not received any significant or material orders passed by any regulatory authority, court or tribunal which shall impact the going concern status and Company's operations in future.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), is presented in a separate section, forming part of the Annual Report.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
The Statutory Auditors, Cost Auditors or Secretarial Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under section 143(12) of the Act, including rules made there under.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
In compliance with Section 135 of the Companies Act, 2013 read with the Rules made thereunder, the Company has formed Corporate Social Responsibility ( CSR ) Committee.
The Company has framed a Corporate Social Responsibility (CSR) Policy as required under Section 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, to oversee the CSR activities initiated by the Company. The CSR Committee has adopted a CSR Policy in accordance with the provisions of Section 135 of the Companies Act, 2013 and rules made thereunder. The details of the CSR initiatives undertaken by the Company during the FY 2023-24 in the prescribed format are annexed as Annexure III to this Report..
RISK MANAGEMENT
The Board of Directors of the company identity, evaluate business risks and opportunities. The Directors of the company take pro-active steps to minimize adverse impact on the business objectives and enhance the Company's competitive advantage. Presently no material risk has been identified by the directors except for general business risks, for which the Company is leveraging on their expertise and experience. The company implemented a risk management policy effective July 25, 2024.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are as following:
A. Conservation of Energy:
B. TECHNOLOGY ABSORPTION
(C) Foreign exchange earnings and Outgo:
The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows.
COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES
The Board, based on the recommendation of the Nomination and Remuneration Committee, has framed a policy for the selection and appointment of Directors and Senior Management Personnel and their remuneration. The Company's policy relating to the Directors appointment, payment of remuneration and discharge of their duties is available on the website of the Company at https://www. rox.co.in/Investor-corner/Others/nomi-and-remuner/ index.html
PARTICULARS OF EMPLOYEES
Employee relations continued to be cordial during the year under review. The Company continued its thrust on Human Resources Development
Disclosures required under the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, containing, inter-alia, the ratio of remuneration of Directors to median remuneration of employees, percentage increase in the median remuneration, are annexed to this Report as Annexure-IV.
In terms of the proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the Members excluding the aforesaid annexure. The said statement is kept open for inspection during working hours at the Registered Office of the Company. Any member who is interested obtaining these, may write to the Company Secretary at the Registered Office of the Company cs@rox.co.in.
PARTICULARS OF HOLDING, SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE
Your Company does not have any Holding, Subsidiary, Joint venture or Associate Company as on March 31, 2024. During the Financial Year under review, there are no companies which has become or ceased to be Subsidiary, Joint Venture/ Associate Companies.
RECEIPT OF REMUNERATION OR COMMISSION BY THE MANAGING / WHOLE TIME DIRECTOR FROM ITS HOLDING OR SUBSIDIARY COMPANY
The Company does not have any Holding or Subsidiaries Company as on 31st March 2024. Hence reporting under this clause is not required to be provided.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR):
The Business Responsibility and Sustainability Report pursuant to Regulation 34(2) (f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company for the financial year ended on 31st March, 2024.
COMMITTEES OF THE BOARD
As on March 31, 2024, the company has four Board level committees:
A) Audit Committee
B) Nomination and Remuneration Committee C) Stakeholders Relationship Committee D) Corporate Social Responsibility Committee
The composition of various Committees of the Board of Directors is available on the website of the Company. The Board is responsible for constituting, assigning, co-opting and fixing the terms of reference of various committees. Details on the role and composition of these committees, including the number of meetings held during the financial year and the related attendance are provided below.
A. AUDIT COMMITTEE
The Audit Committee was constituted at the Board meeting held on July 25, 2023 pursuant to Section 177 of the Companies Act, 2013. During the Financial Year 2023 -24, The Audit Committee held Four meetings on August 18, 2023, September 22, 2023, December 5, 2023, and February 12, 2024.
The composition of the Committee as on March 31, 2024 and the details of meetings attended by its members during the financial year 2023-2024 are given below:
All recommendations of Audit Committee during the year under review were accepted by the Board of Directors. The Company Secretary acted as the secretary of the Committee. The role and terms of reference of the Committee are in consonance with the requirements mandated under Section 177 of the Companies Act, 2013 and Listing Regulations and is available on the website of the Company at https://www. rox.co.in/Investor-corner/Information-For-Shareholders-And-Disclosures/comp-of-board-comm/index.html
B.NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee was constituted at a meeting of the Board of Directors held on July 25, 2023. During the Financial Year 2023-24, the Nomination and Remuneration Committee held 02 (two) meeting on August 14, 2023, February 28, 2024. The composition of the Committee and the details of meetings attended by its members are given below:
The Company Secretary acted as the secretary of the Committee. The role and terms of reference of the Committee are in consonance with the requirements mandated under Section 178 of the Companies Act, 2013 and Listing Regulations and is available on the website of the Company at https://www.rox.co.in/Investor-corner/ Information-For-Shareholders-And-Disclosures/comp-of-board-comm/index.html
C. STAKEHOLDERS' RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee has been formed by the Board of Directors, at the meeting held on July 25, 2023. During the Financial Year 2023-24, the Company held 01 (One) Stakeholders' Relationship Committee meeting on February 12, 2024. The composition of the Committee and the details of meetings attended by its members are given below:
The Company Secretary acted as the secretary of the Committee. The role and terms of reference of the Committee are in consonance with the requirements mandated under Section 178 of the Companies Act, 2013 and Listing Regulations and is available on the website of the Company at https://www.rox.co.in/Investor-corner/ Information-For-Shareholders-And-Disclosures/comp-ofboard-comm/index.html
D. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Corporate Social Responsibility Committee has been formed by the Board of Directors, at the meeting held on July 25, 2023. During the Financial Year 2023-24, the Corporate Social Responsibility Committee meeting held 01 (One) viz February 12, 2024.
The composition of the Committee and the details of meeting attended by its members are given below:
The Company Secretary acted as the secretary of the Committee. The Corporate Social Responsibility policy of the Company is available on the website of the Company at https://www.rox.co.in/Investor-corner/Information-For-Shareholders-And-Disclosures/comp-ofboard-comm/ index.html
DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors have confirmed that they meet the criteria of independence laid down under Section 149(6) read with Schedule IV of the Act and Regulation 16(1) (b) of the Listing Regulations and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The board of directors have taken on record the declaration and confirmation submitted by the independent directors after undertaking due assessment of the veracity of the same and is of the opinion that they fulfil the conditions specified in the Act and the Listing Regulations and that they are independent of the management.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying them in their appointment letter along with necessary documents, reports and internal policies to enable them to familiarise with the Company's procedures and practices. The Company endeavors, through presentations at regular intervals to familiarize the Independent Directors with the strategy, operations and functioning of the Company.
The details of such familiarization programmes for Independent Directors are posted on the website of the Company and can be accessed at https://www.rox.co.in/ Investor-corner/Information-For-Shareholders-And-Disclosures/comp-ofboard-comm/index.html
TERMS AND CONDITIONS OF APPOINTMENT OF INDEPENDENT DIRECTORS
The terms and conditions of appointment of Independent Directors have been disclosed on the website of the Company https://www.rox.co.in/Investor-corner/Information-For-Shareholders-And-Disclosures/ter-of-app-of-ind-dir/index.html
SEPARATE MEETING OF INDEPENDENT DIRECTORS
Independent Directors of the Company met separately on February 12, 2024 without the presence of Non-Independent Directors and members of Management. In accordance with the provisions under Section 149 and Schedule-IV of the Act, following matters were, inter alia, reviewed and discussed in the meeting:
(i). Performance of Non-Independent Directors and the Board of Directors as a whole; (ii). Performance of the Chairman of the Company taking into consideration the views of Executive and Non-Executive Directors; (iii). Assessment of the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties All the Independent Directors were present at the meeting.
PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS INCLUDING INDEPENDENT DIRECTORS
Pursuant to applicable provisions of the Act and the Listing Regulations, the Board, in consultation with its Nomination and Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and individual directors, including Independent Directors. The framework is monitored, reviewed and updated by the Board, in consultation with the Nomination and Remuneration Committee, based on need and applicable compliance requirements.
VIGIL MECHANISM AND WHISTLE-BLOWER POLICY
The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy in accordance with the provisions of Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Rule 7 of the Companies (Meeting of the Board and its Power) Rules 2014. The policy enables directors, employees and business associates to report unethical behavior, malpractices, wrongful conduct, fraud, violation of Company's code of conduct, leak or suspected leak of unpublished price sensitive information without fear of reprisal for appropriate action. Under the vigil mechanism, all directors, employees, business associates have direct access to the Chairman of the Audit committee. The whistle blower policy can be accessed at https://www.rox.co.in/ Investor-corner/Policies/whis-blo-policy/index.html
CODE FOR PREVENTION OF INSIDER-TRADING
Post listing of equity shares of the company, in accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has in place the following:-
a. Code of Conduct for Prevention of Insider Trading and Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI). b. Policy for determination of legitimate purposes forms part of this Code. c. Policy and procedures for inquiry in case of leak of UPSI/ suspected leak of UPSI All compliances relating to Code of Conduct for Prevention of Insider Trading which includes maintenance of structural digital data base (SDD) are being managed through a software installed by the Company in-house This code lays down guidelines advising the designated employees and other connected persons, on procedures to be followed and disclosures to be made by them while dealing with the shares of the company, and while handling any unpublished price sensitive information.
CODE OF CONDUCT
Commitment to ethical professional conduct is a must for every employee including Board members and senior management personnel of the company. The duties of Directors including duties as an Independent Director as laid down in the Act also forms part of the Code of Conduct. The Code of Conduct is available on the website of the Company https://www.rox.co.in/Investor-corner/Information-For-Shareholders-And-Disclosures/code-of-cond-of-bor-of-dir-of-man-per/index.html. All Board members and senior management personnel affirm compliance with the Code of Conduct annually.
POLICIES OF THE COMPANY
The Company is committed to a good corporate governance and has consistently maintained its organizational culture as a remarkable confluence of high standards of professionalism and building shareholder equity with principles of fairness, integrity and ethics. The Board of Directors of the Company have from time to time framed and approved various Policies as required by the Companies Act, 2013 read with the Rules issued thereunder and the
Listing Regulations. These Policies and Codes are reviewed by the Board and are updated, if required. The aforesaid policies can be accessed at https://www.rox.co.in/Investor-corner/Others/index.html
REGISTRAR AND TRANSFER AGENT (RTA)
During the year as part of listing of its shares on the Stock Exchange, the Company appointed Purva Share Registry (India) Private Limited as its RTA. Details of the RTA are given below
Purva Share Registry (India) Private Limited CIN: U67120MH1993PTC074079 No 9, Shiv Shakti Industrial Estate Mumbai - 400011, Maharashtra, India
LISTING
The equity shares of the Company are listed at the EMERGE Platform on NSE under Stock Code- ROXHITECH with effect from November 16, 2023.
DEMATERIALISATION OF SHARES
During the year under review, the Company has entered into tripartite agreements for dematerialization of equity shares with the Purva Share Registry (I) Private Limited, National Securities Depository Limited and Central Depository Services (India) Limited. As on March 31, 2024, the shares of the Company held in demat form represents 100% of the total issued and paid-up capital of the Company.
POSTAL BALLOT
During the year under review, no resolution was passed through postal ballot.
SCORES
SEBI processes investor complaints in a centralized web-based complaints redressal system i.e. SCORES. Through this system a shareholder can lodge complaint against a company for his grievance. The company uploads the action taken on the complaint which can be viewed by the shareholder. The company and shareholder can seek and provide clarifications online through SEBI.
RECONCILIATION OF SHARE CAPITAL AUDIT
Post listing of company's shares, pursuant to Regulation 76 of Securities and Exchange Board of India (Depositories Participants) Regulations, 2018 [erstwhile SEBI circular No. D&CC /FIT TC/CIR-16/2002 dated December 31, 2002 read with Securities and Exchange Board of India (Depositories Participants) Regulations, 1996], a Company Secretary in Practice carries out audit of Reconciliation of Share Capital on quarterly basis to reconcile the total admitted equity share capital with the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) and the total issued and listed equity share capital. The audit report confirms that the total issued/paid-up capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL. The said report, duly signed by practicing company secretary is submitted to stock exchanges where the securities of the company are listed within 30 days of the end of each quarter and this Report is also placed before the Board of Directors of the company.
CREDIT RATING
There were no instances during the year which requires the company to obtain credit rating from any credit rating agencies.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR
The Company has not made any application or no proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the Financial Year and hence not being commented upon.
THE 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.
During the Financial Year under review, there has been no incident of one-time settlement for loan taken from the banks of financial institutions and hence not being commented upon.
GREEN INITIATIVES
In commitment to keeping in line with the Green Initiative and going beyond it to create new green initiations, an electronic copy of the Notice of the 22nd Annual General Meeting of the Company along with a copy of the Annual Report is being sent to all Members whose email addresses are registered with the Company/ Depository Participant(s) and will is also available at the Company's website at https://www.rox.co.in/Investor-corner/Investor-info/Agm-Dgm/index.html,
INVESTOR GRIEVANCE REDRESSAL
During the period since listing of shares of the company to the date of this report, there were no complaints received from the investors. The designated email id for Investor complaint is cs@rox.co.in.
COMPLIANCE OFFICER DETAILS AND ADDRESS FOR CORRESPONDENCE
Mrs. Thenmozhi,
Company Secretary & Compliance Officer
Registered office: Old # 101-B, New # 160, Mahalingapuram Main Road, Chennai – 600 034, INDIA.
Contact No. +91 98405 91830 E-mail: cs@rox.co.in
BUSINESS LOCATIONS:
As on March 31, 2024, the company has its place of business in the following location;
CHENNAI: Headquarters: ROX Technology Limited, Old No.101B, New No.160, 1st & 3rd Floor, Mahalingapuram Main Road, Nungambakkam, Chennai, Tamil Nadu 600034. GST Number: 33AABCR9542C1ZM
Branch Office: ROX Hi – Tech Limited, Sunnyside central block, 1st Floor, B-Block, 8/17, Shafee Mohammed Rd, Thousand Lights West, Nungambakkam, Chennai, Tamil Nadu 600034.
GST Number: 33AABCR9542C2ZM
BANGALORE: 3rd floor, 4th Block HBR Layout, No 1383/433, Dex co-works, Bengaluru – 560045.
GST Number: 29AABCR9542C1ZB
HYDERABAD: 4th Floor, Plot No.47, 48, 49, Street No 1 2ndAvenue, Patrika Nagar, Sy. No. 77/P, Madhapur, HITECH CITY, Seri Lingampalli (M), Ranga Reddy Dist. Hyderabad, Telangana-500081.
GST Number: 36AABCR9542C1ZG
AHMEDABAD: 3rd Floor, 7-B, Chinubhai House, Amrut Bag Colony, Opp Stadium Road, Nr Hindu Colony, Trackon Couriers, Navrangpura, Ahmedabad, Ahmedabad, Gujarat, 380009.
GST Number: 24AABCR9542C1ZL
NOIDA: Floor No.: 9
Building No./Flat No.: Sector-132 Noida Road/Street: Urbtech Trade Centre Locality/Sub Locality: Office-No C-901 City/Town/Village: Noida.
GST Number: 09AABCR9542C1ZD
ACKNOWLEDGEMENT:
The Board of Directors would like to express their sincere appreciation for the assistance received from the government and regulatory authorities, stock exchange, financial institutions, banks, business associates, customers, vendors, members, for their co-operation and support and looks forward to their continued support in future. The Board of Directors wish to place on record its deep sense of appreciation for the committed services by all the employees of the Company.
For and on behalf of the Board of Directors of ROX Hi-Tech Limited