To the Members,
Remus Pharmaceuticals Limited
Your directors are pleased to present the 09th Annual Report of your company on the operations and performance along with the Audited Financial Statements and the Auditor's Report thereon, for the year ended on 31st March, 2024. Consolidated performance of the Company and its subsidiary has been referred to wherever required.
1. FINANCIAL HIGHLIGHTS:
2. REVIEW OF OPERATIONS AND THE STATE OF THE COMPANY'S AFFAIRS:
2.1 The total income for the year stood at _ 6719.05 lakhs, which is higher by 44.17% than the previous year's total Income of _ 4660.46 lakhs. While the company has earned the profit of _ 1681.97 lakhs, which is also higher by 97.81% as compared to the previous year's Pro t of _ 850.28 Lakhs.
The consolidated income for the year stood at _ 21789.9 lakhs, and the consolidated profit after minority interest stood at _ 2,153.70 Lakhs.
2.2 Details of utilisation of proceeds from Initial Public O er (IPO):
The Company got Listing Approval from NSE for Initial Public O er of 3,88,000 Equity Shares of face value of _ 10/- each at a price of _ 1229/- on May 26, 2023. The 3,88,000 equity shares of the company were listed on the
NSE (EMERGE) Platform on May 29, 2023.
The Company has successfully concluded its maiden public issue of equity shares during the year 2023-24 aggregating to _ 4,768.52 lakhs.
The details of utilisation of IPO proceeds as on March 31, 2024 is as follows:
(Amount in _ Lakhs)
3. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
The Board reports that no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year ending March 31, 2024 and the date of this Report.
4. DIVIDEND:
During the year under review, the Directors have declared 1st interim dividend of _ 2.00/- (Rupees Two only) per equity share of _ 10/- (Rupee Ten only) each and 2nd interim dividend _ 4.00/- (Rupees Four only) per equity share of _ 10/- (Rupee Ten only) each for the year ended March 31, 2024.
As the Company has other pipelined projects for growth the Directors of your Company have not recommended final dividend for the financial year 2023-24.
The total dividend payout for FY24 is _ 6/- (Rupees Six only) per equity share of _ 10/- each [previous year _ 2/- (Rupees Two only) per equity share of _ 10/- (Rupee Ten only) each].
The dividend payout is in accordance with the Company's Dividend Distribution Policy. The policy is available on the website of the Company at https://remuspharma.com/policies/
5. CHANGE IN THE NATURE OF THE BUSINESS:
During the Financial Year 2023-24, there was no change in the nature of Business of the Company and continues to be in the same line of business as per the main object of the Company.
6. DIRECTORS' RESPONSIBILITY STATEMENT:
The Company's Directors make the following statement pursuant to Sections 134(3)(c) and 134(5) of the Act, which is to the best of their knowledge and belief and according to the information and explanations obtained by them: a. In the preparation of the annual accounts, the applicable accounting standards have been followed to the extent applicable to the Company and there are no material departures; b. 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 a airs of the Company at the end of the Financial Year and of the profit of the Company for that period; 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 operating effectively; and f. 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.
7. CORPORATE GOVERNANCE:
As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate Governance provisions shall not apply in respect of the following class of the Companies: a. Listed entity having paid up equity share capital not exceeding _ 10 Crore and Net worth not exceeding _ 25
Crore, as on the last day of the previous financial year; b. Listed entity which has listed its specified securities on the SME Exchange.
8. Since, our Company falls in the ambit of aforesaid exemption (b); hence compliance with the provisions of Corporate Governance are not applicable to the Company and it does not form the part of the Annual Report for the financial year 2023-24.
9. BOARD MEETINGS, BOARD OF DIRECTORS, KEY MANAGERIAL PERSONNEL & COMMITTEES OF DIRECTORS:
a. Board meetings:
The Board of the Company meets regularly to discuss various Business opportunities. Additional Board meetings are convened, as and when required to discuss and decide on various business policies, strategies and other businesses. Additionally, the board has also constituted management committee to carry out day-to-day activities and for taking prompt decisions/actions, efficient management and better administration and co-ordination.
The Company had 10 Board meetings during the financial year under review on:
Attendance of Directors in the Meetings:
The time gap between two consecutive Board meetings was less than 120 days and the necessary quorum as per the Act and the Listing Regulations was also present in all the meetings.
b. Appointment & Re-appointment of Directors:
Pursuant to provisions of Section 152(6) of the Act and the Articles of Association of the Company, Mr. Swapnil Jatinbhai Shah (DIN: 05259821) retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting of the Company. The Directors recommend the resolution relating to the re-appointment of Mr. Swapnil Jatinbhai Shah (who is liable to retire by rotation), as Director of the Company.
Pursuant to the provisions of Regulation 36(3) of the Listing Regulations and Secretarial Standards on General
Meetings, the requisite details of Mr. Swapnil Jatinbhai Shah is furnished in the Annexure B to the Notice of the 09th AGM.
c. Independent Directors:
The provisions of Section 149(6) of the Act and Regulation 16(1)(b) of Listing Regulations provide for the de nition of Independent Director. The following are the Independent Directors of the Company:
The Company has received necessary declaration from each Independent Director of the Company under the provisions of Section 149(7) of the Act and applicable provisions of the Listing Regulations, that they meet the criteria of independence as laid down in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. In the opinion of the Board, the Independent Directors fulfill the criteria of independence as provided under the Act, Rules made thereunder read with applicable provisions of the Listing Regulations, and they are independent of the management and also possess requisite quali cations, experience, and expertise and hold highest standards of integrity. Further, there has been no change in the circumstances affecting their status as
Independent Directors of the Company. The Board has taken on record the declarations of the Independent Directors, after undertaking due assessment of the veracity of the same.
d. Familiarization Program for Independent Directors:
In compliance with the requirements of the Listing Regulations, the Independent Directors have been familiarized about the Company by the functional heads of various departments of the Company which includes detailed presentations on the vision and mission of the Company, its operations, business plans, technologies and also future outlook of the entire industry.
e. Resignation, Cessation and Changes in Key Managerial Personnel:
During the year under review, none of the Directors or Key Managerial Personnel have tendered their resignation and no person was appointed as a Director or Key Managerial Personnel of the Company.
Further, none of the Directors of your Company are disqualified as per the provisions of Section 164(2) of the
Companies Act, 2013. Your directors have made necessary disclosures, as required, under various provisions of the Companies Act, 2013 and listing regulations.
f. Committees of the Board:
The Company has constituted the following Committees of the Board of Directors:
1. Audit Committee
In accordance with the requirements of section 177 of the Act, the Board has established a qualified and independent Audit Committee. The committee comprises of 5 (Five) members and the majority of members are Independent Directors. The members of the Audit Committee have relevant experience in financial matters as well as have accounting or related financial management expertise and all of them are nancially literate.
The Chairman of the Audit Committee is an Independent Director and has expert knowledge in accounts &
nance.
During the year under review, the audit committee met 6 (Six) times.
2. Stakeholders Relationship Committee
The composition of the Stakeholders Relationship Committee as on March 31, 2024 is as under:
In accordance with the provisions of section 178 of the Act, the Company has framed a Stakeholder's Relationship Committee (SRC) that is responsible for handling investor grievances. The committee is comprised of 3 (Three) members, and the Chairperson of committee is an Independent Director.
As on March 31, 2024, no complaints are pending on the SEBI SCORES portal.
During the year under review, the Stakeholders Relationship Committee met 1(One) time. Further, all the recommendations of the Audit Committee were accepted by the Board of Directors of the Company.
3. Nomination and Remuneration Committee
The composition of the Nomination and Remuneration Committee as on March 31, 2024 is as under:
The Nomination and Remuneration Committee is responsible for evaluating the balance of skills, experience, independence, diversity and knowledge on the Board and for drawing up selection criteria, ongoing succession planning and appointment procedures for both internal and external appointments, including Managing Director and Management Committee. In accordance with the provisions of Section 178 of the Act, the Company has constituted Nomination and Remuneration Committee (NRC), composition, terms of reference of which are in conformity with the said provisions. The committee comprises of 3 (Three) members and all the members are
Independent Directors.
During the year under review, the Nomination and Remuneration Committee met 1(One) time.
4. Corporate Social Responsibility Committee
The composition of the Corporate Social Responsibility Committee as on March 31, 2024 is as under:
The Corporate Social Responsibility Committee is responsible to formulate and recommend to the Board, a
Corporate Social Responsibility (CSR) Policy indicating the activities to be undertaken by the Company as specified in Schedule VII to the Companies Act, 2013.To recommend the amount of expenditure to be incurred on the CSR activities and to Monitor the CSR activities undertaken by the Company.
During the year under review, the Corporate Social Responsibility Committee met 2(Two) times. g. Board Diversity:
A diverse Board enables efficient functioning through differences in perspective and skill, and also fosters differentiated thought processes at the back of varied industrial and management expertise, gender, knowledge and geographical background. The Company follows diverse Board structure.
h. Annual Performance evaluation by the Board:
Pursuant to the provisions of the Act read with Rules made thereunder and as provided in Schedule IV to the Act and applicable regulations of Listing Regulations, the Nomination and Remuneration Committee has carried out an annual evaluation of the performance of the Board and its Committees and of the Directors individually and the findings were thereafter shared with the Board Members as well as the Chairman of the Company.
In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company was evaluated by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.
i. Key Managerial Personnel:
Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2024 are as under:
10. SUBSIDIARY COMPANY, JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company has following Subsidiary Companies as on March 31, 2024:
Relius Pharma SRL, a subsidiary in Bolivia having officeat 4to Anillo, Ed.Torre Duo, Piso 16, Of B, Barrio Equipetrol,
Santa Cruz-Bolivia, with 99% Shareholding. During the year under review, the Company held 63.20 % and the remaining funds for completing 99% were transferred after the end of financial year but before the date of Board's report.
Espee Global Holdings LLC, a subsidiary in United States of America having officeat1701 E Wood eld Rd, Suite 636,
Schaumburg, Illinois 60173, with 56.67% membership interest.
The Company does not have a wholly-owned subsidiary as on March 31, 2024. There was no joint venture during the Financial Year under review.
During the year under review, the Company was holding 49.89% of the stake of Ratnatris Pharmaceuticals Private
Limited (RPPL), making it an associate company. However, the Company sold all its investment in RPPL, therefore with effect from December 12, 2023, RPPL ceased to be an associate company.
Further, during the year a subsidiary company in name and style of Relius Pharmaceuticals LTDA was incorporated in
Guatemala wherein the Company will infuse amount up to USD 5000 (US Dollars Five Thousand only) as capital towards the share subscription.
There has been no material change in the nature of the business of the Subsidiary Company and further, pursuant to the provisions of Section 129(3) of the Act, read with applicable rules of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the Company's Subsidiary in Form AOC-1 is attached to the Board's Report of the Company as Annexure A. Further, pursuant to the provisions of Section 136 of the
Act, the financial statements of the Company including consolidated financial statements along with relevant documents and separate audited accounts in respect of Subsidiary Company are available on the website of the Company. The Company Secretary will make these documents available for inspection, electronically up to the date of ensuing AGM, upon receipt of a request from any Member of the Company interested in obtaining the same.
11. EXTRA-ORDINARY GENERAL MEETINGS AND POSTAL BALLOTS
During the year there was one (1) extra-ordinary general meeting of the shareholders was held through VC/OAVM on
March 13, 2024. Further, there were no resolutions passed by Postal ballot during the year.
12. AUDITORS AND AUDIT REPORTS: a. Statutory Auditors:
During the year, due to resignation of M/s. Parikh & Majmudar, Chartered Accountants w.e.f. February 06, 2024, the erstwhile statutory auditors of the Company, the Board of Directors in the meeting held on February 07, 2024, recommended the appointment of M/s. Pankaj R. Shah & Associates, Chartered Accountants (Firm Registration No. 107361W) as Statutory Auditors of the Company to ll the casual vacancy and the members by way of resolution passed at the Extra-Ordinary general meeting held on March 13, 2024 had appointed M/s. Pankaj R. Shah &
Associates, Chartered Accountants (Firm Registration No. 107361W), as the Statutory Auditors of the Company to hold officetill the conclusion of 09th AGM, to be held in year 2024.
The Board of Directors has, based on the recommendation of the Audit Committee, considering the experience and expertise of M/s. Pankaj R. Shah & Associates, Chartered Accountants, at its meeting held on August 14, 2024, proposed the appointment of M/s Pankaj R. Shah & Associates (Firm Registration No. 107361W) Chartered Accountants as the Statutory Auditors of the Company for a period of 05 years, to hold the officefrom the conclusion of this 09th Annual General Meeting till the conclusion of 14th Annual General Meeting to be held in calendar year 2029. M/s. Pankaj R. Shah & Associates , have consented to their appointment as Statutory Auditors and have con rmed that if appointed, their appointment will be in accordance with the provisions of Section 139 read with Section 141 of the Act. The proposal of their appointment is included in the Notice of Annual General
Meeting sent herewith. The Audit Committee and the Board of Directors recommend the appointment of M/s.
Pankaj R. Shah & Associates, Chartered Accountants, as the Statutory Auditors, at Annual General Meeting and at such remuneration as may be mutually agreed between the Statutory Auditors and the Board of Directors of the Company. b. Statutory Auditors' Report:
The notes of the financial statements referred to in the Auditor's Report are self-explanatory and do not call for any further comments. The Auditors' Report for the Financial Year 2023-24 does not contain any quali cation, reservation or adverse remarks. The Statutory Auditors, M/s. Pankaj R. Shah & Associates , have not reported any incident of fraud to the Audit Committee of the Company in the Financial Year under review. Further, the Directors have reviewed the Auditor's Report.
Further, the observations of Statutory Auditor in its reports on the nancials are self-explanatory and therefore do not call for any further comments. Furthermore, there are no quali cations, reservations or adverse remarks contain in the Auditor's Report for the year under review.
c. Internal Auditors:
The Company has appointed M/s. B.J. Patel and J.L Shah (FRN: 104148W) as the Internal Auditors of the Company in the Board Meeting held on May 29, 2023. The Audit Committee has approved the terms of reference and also the scope of work of the Internal Auditors. The scope of work of the Internal Auditors includes monitoring and evaluating the efficiency and adequacy of the internal control systems. Internal Auditors present their audit observations and recommendations along with the action plan of corrective actions to the Audit Committee.
d. Secretarial Audit Report:
Secretarial Audit Report in Form MR-3 pursuant to the provisions of Section 204 of the Act read with applicable rules of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Secretarial
Audit for the Financial Year ended on March 31, 2024, issued by Mr. Tapan Shah, Practicing Company Secretary, Ahmedabad is annexed as Annexure B and to this Report.
13. COST RECORDS:
The Company is not required to comply with the requirements of maintaining the cost records, specified by the Central Government, under provisions of Section 148(1) of the Act and accordingly no such records are made or maintained by the Company.
14. HUMAN RESOURCE INITIATIVES AND INDUSTRIAL RELATIONS:
The Company treats its employees as most valuable assets as it knows that without good employees the best of the business plans and ideas will fail. In today's dynamic and continuously changing business world, it is the human assets and not the xed or tangible assets that differentiate an organization from its competitors. Improving employee efficiency and performance has always been the top most priority for the Company. The Company also aims to align human resource practices with its business goals. The performance management system enables a holistic approach to the issue of managing performance and does not limit to only an appraisal. The total number of employees on the rolls of the Company were 48 as on March 31, 2024.
15. PARTICULARS OF EMPLOYEES:
The information required pursuant to 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 is provided as Annexure C to this Report.
16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTFLOW:
The particulars as prescribed under Section 134(3)(m) of the Act, read with Rule 8 of the Companies (Accounts) Rules,
2014, are set out in Annexure D to this report.
17. MANAGEMENT DISCUSSION AND ANALYSIS REPORT & CAUTIONARY STATEMENT:
A detailed chapter on ‘Management Discussion and Analysis' pursuant to the Regulation 34 of Listing Regulations, is annexed as Annexure E and forms part of this Annual Report. The statements in this Annual Report, especially those with respect to Management Discussion and Analysis, describing the objectives of the Company, expectations, estimates and projections, may constitute ‘forward looking statements' within the meaning of applicable law. Actual results might differ, though the expectations, estimates and projections are based on reasonable assumptions. The details and information used in the said report have been taken from publicly available sources. Any discrepancies in the details or information are incidental and unintentional. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of date. The discussion and analysis as provided in the said report should be read in conjunction with the Company's financial statements included herein and the notes thereto.
18. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
Provisions relating to Corporate Social Responsibility under Section 135 of the Companies Act, 2013 are applicable to the Company.
The CSR policy is available on the website of your Company. The Annual Report on CSR activities is annexed as
Annexure F and forms part of this report. The Company has spent more than 2% of the average net profits of your Company, during the three years immediately preceding financial year.
19. INSIDER TRADING REGULATIONS:
In terms of the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,
2015, and the amendments thereof, the Company has formulated and amended from time to time, a "Code of
Conduct for Prevention of Insider Trading" and "Code of Practices and Procedures for Fair Disclosure of Unpublished
Price Sensitive Information" for regulating, monitoring and reporting of trading in shares of the Company by the Promoters, Designated Persons, Key Managerial Personnel, Directors, Employees, Connected Persons and Insiders of the Company. The said codes are in accordance with the said Regulations and are also available on the website of the Company.
20. BORROWING:
Particulars of borrowing are given in the financial statements of the Company read with notes to financial statements which may be read in conjunction with this report.
21. INSURANCE:
The Company has a broad-banded approach towards insurance. Adequate cover has been taken for all movable and immovable assets against numerous risks and hazards.
22. RISK MANAGEMENT:
The members may please note that the Company is not falling in the applicability criteria prescribed as mentioned in the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. Hence, the company has not developed and implemented any risk management policy/plan but the Company has adequate internal control systems and procedures to combat the risk.
The Board of Directors of the Company have identified various risks and also has mitigation plans for each risk identified and it has a Risk Management system which ensures that all risks are timely identified and mitigated. The
Company does not have any Risk Management Committee as the Board takes into consideration all the risk factors at regular intervals.
23. INTERNAL CONTROL SYSTEMS AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
The Company has an adequate system of the internal controls to ensure that all its assets are protected against loss from unauthorized use or disposition and further that those transactions are authorised, promptly recorded and reported correctly. The Company has implemented an effective framework for Internal Financial Controls in terms of the provisions stipulated under the explanation to Section 134(5)(e) of the Act for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. The Board is of the opinion that the Company has an effective Internal
Financial Controls which is commensurate with the size and scale of the business operations of the Company for the
Financial Year under review. Adequate internal financial controls with respect to financial statements are in place.
The Company has documented policies and guidelines for this purpose. Its Internal Control System has been designed to ensure that the financial and other records are reliable for preparing financial and other statements and for maintaining accountability of assets.
The internal audit and the management review supplement the process implementation of effective internal control. The Audit Committee of the Board deals with accounting matters, financial reporting and internal controls and regularly interacts with the Statutory Auditors, Internal Auditors and Management in dealing with matters within its terms of reference. No reportable material weakness in the design or implementation was observed during the
financial year under review.
24. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:
The Board has approved and established a Vigil Mechanism and Whistle Blower Policy for the Directors and employees of the Company to report their genuine concerns. The Company's Vigil Mechanism and Whistle Blower
Policy entitle its Directors and employees to also report the instances of leak or suspected leak of Unpublished Price
Sensitive Information. The aforesaid Policy is also available on the website of the Company. During the year under review none of the personnel has been denied access to the Chairman of Audit Committee.
25. POLICY ON NOMINATION, REMUNERATION AND BOARD DIVERSITY POLICY
In compliance with Section 178(3) of the Companies Act, 2013 the company has formulated Nomination and Remuneration Policy for determining quali cations, positive attributes and independence of directors and other matters related to appointment of Directors.
The policy lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non-executive Directors (by way of sitting fees and commission), Key Managerial Personnel and Senior Management. The policy also provides the criteria for determining quali cations, positive attributes and Independence of Director and criteria for appointment and removal of Directors Key Managerial Personnel / Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors. The Nomination and Remuneration Policy as approved by the Board of Directors has been uploaded on the website of the Company
26. CODE OF CONDUCT:
The Directors have laid down the Code of Conduct for all Board Members and the members of the senior management of the Company. The said Code is also placed on the website of the Company. All Board Members and the members of the senior management of the Company have a rmed compliance with the said Code for the Financial Year under review.
27. EXTRACT OF ANNUAL RETURN:
Pursuant to the provisions of Section 92(3) of the Act, the annual return of the Company as on March 31, 2024 is available on the website of the Company at https://remuspharma.com/annual-reports/.
28. LITIGATION:
There was no material litigation outstanding as on March 31, 2024 and the details of pending litigation, if any, including tax matters are disclosed in the Financial Statements.
29. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:
The particulars of loans and guarantees given and the investments made under the provisions of Section 186 of the Act are given separately in the Financial Statements of the Company read with the Notes to Accounts which may be read in conjunction with this Report.
30. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) IN THE
PRESCRIBED FORM:
All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business and were placed before the Audit Committee and also before the Board for their review and approval. The material related party transactions entered into by the Company with the related parties during the financial year under review, are disclosed in Form AOC-2 annexed as Annexure G as per Section 134(3)(h) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014.
In line with the provisions of the Act the Company has formulated a Related Party Transactions Policy for determining materiality of Related Party Transactions and also the manner for dealing with Related Party Transactions. The Related Party Transactions Policy is uploaded on the Company's website. The Company has maintained a register under Section 189 of the Act and particulars of Related Party Transactions are entered in the Register, whenever applicable. Further, Related Party disclosures in compliance with the applicable Accounting Standards have been given in the Notes to the Financial Statements.
None of the Independent Directors have any pecuniary relationship with your Company.
31. LISTING FEES:
The Company's equity shares are listed under the SME Segment of the National Stock Exchange of India Limited
("NSE") popularly known as NSE EMERGE Platform since May 29, 2023. The Company con rms that it has paid the annual listing fees for the Financial Year 2024-25 to the NSE.
32. OTHER STATUTORY DISCLOSURES:
The disclosures in this Board's report have been made for the items prescribed in Section 134(3) of the Act and Rule 8 of the Companies (Accounts) Rules, 2014 to the extent the transactions took place on those items during the financial year under review.
a. Public Deposits (Deposit from the public falling within the ambit of Section 73 of the Act and the Rules made thereof):
The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the financial statements.
b. Share Capital: Authorised Capital:
The Authorized Share Capital of the Company is _ 2,00,00,000/- (Rupees Two Crore Only) divided into 2,00,000 (Two Lakhs) Equity Shares of _ 10 each.
Issued, Subscribed & Paid-Up Capital:
The issued, subscribed and paid-up capital of the Company is _ 1,47,30,000 (One Crore Forty- Seven Lakhs Thirty Thousand only) divided into 14,73,000 (Fourteen Lakhs Seventy -Three Thousand) equity shares of _ 10 each.
During the period under review, the Paid-up equity capital of the Company increased from _ 1,08,50,000/- to _
1,47,30,000/- pursuant to the Initial Public O er and hence, issued and allotted 3,88,000 equity shares of _ 10 each at the premium of _ 1219 per equity share .
Further, during the period under review, your Company has not bought back any of its securities / has not issued any Sweat Equity Shares / has not issued shares with Differential Voting rights / has not issued any shares under
Employee stock option plan and there has been no change in the voting rights of the shareholders.
Further, after the completion of the financial year and before adoption of Board's report the Company allotted
44,19,000 equity shares pursuant to bonus issue in the ratio of 3:1. Accordingly, paid- up share capital of the Company stood enhanced to _ 5,89,20,000. The trading for the said equity shares began from June 20, 2024 pursuant to approval received from National Stock Exchange of India Limited(NSE) .
c. Issue of equity shares with differential rights as to dividend, voting or otherwise:
During the Financial Year under review, the Company has not issued shares with or without differential voting rights as to dividend, voting or otherwise.
d. 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 any of the employees of the Company under any scheme during the Financial Year under review.
e. Details of significant and material orders passed by the Regulators / Courts / Tribunals impacting the going concern status and the Company's operations in future:
During the year under review, there were no significant material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations.
f. Disclosure under Section 67(3) of the Companies Act, 2013:
The Company does not have any scheme of provision of money or the Company does not provide any loan or
financial arrangement to its employees, for the purchase of its own shares. Accordingly, no disclosure is required under Section 67(3)(c) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.
g. Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (SHWWA):
The Company has in place a Policy for prevention of Sexual Harassment at the workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. All the employees of the Company are covered under the said policy. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. There were no complaints pending for the Redressal at the beginning of the year and no complaints received during the financial year.
h. Application or proceeding pending under Insolvency and Bankruptcy Code, 2016:
No application has been made under the Insolvency and Bankruptcy Code and hence, the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year is not applicable.
i. Di erence between amounts of valuation:
The requirement to disclose 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, is not applicable for the period under this report.
j. Frauds:
During the financial year under review, neither the Statutory Auditors nor the Secretarial Auditor have reported to the Audit Committee, under the provisions of section 143(12) of the Act, any instances of fraud committed against the Company by its o cers or employees, the details of which would need to be mentioned in the report of the
Board.
k. Disclosure of accounting treatment
The financial statements have been prepared in accordance with the Accounting Standards prescribed under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies Accounting) Rules, 2014 as amended and other recognized accounting practices and policies, as applicable .
33. SAFETY & ENVIRONMENT
The Company is committed to providing a safe and healthy working environment and achieving an injury and illness free work place.
34. GREEN INITIATIVES
In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 8th Annual General Meeting of the Company including the Annual Report for Financial Year 2023-24 are being sent to all Members whose e-mail addresses are registered with the Company/ Depository Participant(s).
35. SECRETARIAL STANDARDS:
The Company has complied with all the applicable Secretarial Standards issued by The Institute of Company Secretaries of India during the year under review.
36. ACKNOWLEDGMENT:
The Directors place on record their sincere appreciation for the valuable contribution and dedicated services by all the employees of the Company. The Directors express their sincere thanks to the esteemed readers, viewers and customers of the Company for their continued patronage. The Directors also immensely thank all the shareholders, bankers, investors, agents, business associates, service providers, vendors and all other stakeholders for their continued and consistent support to the Company during the Financial Year.
37. CAUTIONARY STATEMENT
Statement in the Board's Report and the Management Discussion and Analysis describing your Company's objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations.
Actual results may differ materially from those expressed in the statement. Important factors that could influence your Company's operations include global and domestic demand and supply conditions affecting selling price of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.