Dear Shareholders, Your directors are pleased to present the Second Annual Report together with the Audited Financial Statements and Auditors' report thereon for the year ended March 31, 2024.
1. FINANCIAL HIGHLIGHTS:
The summary of Financial Results for the Year ended March 31, 2024:
Notes:
1. There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report.
2. Your Company doesn't have any subsidiaries so there is no need to prepare consolidated financial statement for the F. Y. 2023-24.
2. OPERATIONAL REVIEW:
During the year under review your company has earned total income of Rs. 2,872.55 Lakhs (Previous year Rs. 388.85 Lakhs). The Company has reported an net profit of Rs.65.50 Lakhs against previous year Rs.19.35 Lakhs. The Company is engaged in providing clearing and forwarding services, there has been no change in the nature of business of the Company.
3. DIVIDEND:
In view of the planned business growth, your directors deem it proper to preserve the resources of the Company for its activities and therefore, do not propose any dividend for the Financial Year ended March 31, 2024.
4. RESERVES:
The Company has not transferred any amount to the General Reserves. However, a profit of Rs. 65.50 lakhs has been transferred to Reserves & Surplus.
5. INITIAL PUBLIC OFFERING AND STATE OF THE COMPANY'S AFFAIRS:
During the year under review your company has made the following allotments:
I. On April 04, 2023 has made allotment of 44,800 equity shares pursuant to the Business Transfer Agreement dated February 10, 2023.
II. On April 07, 2023 has made allotment of 25,48,200 bonus equity shares of Rs.
10/- each in the proportion of 465 (Four Hundred Sixty-Five) bonus equity shares of Rs. 10/- each for every 10 (Ten) equity shares of Rs. 10/- each held by capitalisation sum of Rs. 2,54,82,000/- (Two Crore Fifty-Four Lakh Eighty Two Thousand Only).
Further during the year under review, your company came up with an IPO by fresh issue of 10,00,800 Equity Share of face value Rs. 10 each at issue price of Rs. 99/- per equity share, Hence, 36,03,800 equity shares were listed on EMERGE Platform of National Stock Exchange of India Limited (“NSE EMERGE”), with effect from October 11, 2023.
Consequently, the Authorized Share Capital of the Company stood at Rs. 4,50,00,000/- (Rupees Four Crore Fifty Lakhs) divided into 45,00,000 (Forty-Five Lakh) equity shares of Rs. 10 /- each and the Subscribed and Paid-up Share Capital of the Company stood at Rs. 3,60,38,000 (Rupees Three Crore Sixty Lakh Thirty Eight Thousand) divided in to 36,03,800 (Thirty Six Lakh Three Thousand Eight Hundred) equity shares of Rs. 10/- each.
6. SUBSIDIARY/JOINT VENTURE COMPANIES:
Your Company does not have any subsidiary, joint venture or associate company which have become or ceased to be one during the year under review.
7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report prepared pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part this Directors' Report.
8. CORPORATE GOVERNANCE:
Corporate Governance Report prepared pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Directors' Report.
9. SECRETARIAL STANDARDS:
During the year under review, your Company has complied with the applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India.
10. VIGIL MECHANISM:
Your Company promotes ethical behavior in all its business activities and has put in place a mechanism for reporting illegal or unethical behavior. The Company has a Vigil mechanism and Whistle blower policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. Employees may also report to the Chairman of the Audit Committee. During the year under review, no employee was denied access to the Audit Committee. Whistle blower policy of the Company has been uploaded on the website of the Company and can be accessed at www.1click.co.in.
11. CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF
UNPUBLISHED PRICE SENSITIVE INFORMATION.
Pursuant the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted (1) ‘'Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information“ (“Fair Disclosure Code”) incorporating a policy for determination of “Legitimate Purposes” as per Regulation 8 and Schedule A to the said regulations and (2) “Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons” as per Regulation 9 and Schedule B to the said regulations.
12. INSURANCE:
Your Company's assets are adequately insured against all major risks.
13. PUBLIC DEPOSITS:
Your Company has not accepted any Public Deposits as defined under Section 73 of the Companies Act, 2013 and rules framed there under.
14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT:
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
15. CORPORATE SOCIAL RESPONSIBILITY:
The provisions of Section 135 of the Companies Act, 2013 read with Rule 9 of the Companies (Accounts) Rules, 2013 are not applicable to the Company.
16. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, your Directors hereby confirm the following: a) In the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards have been followed;
b) The directors have selected such accounting policies and applied 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 at the end of the financial year and of the profit and loss of the Company for that period;
c) The directors have taken proper and sufficient care towards the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 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, which are adequate and operating effectively;
f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.
17. AUDITORS:
Statutory Auditor:
In accordance with the provisions of section 139 of the Companies Act 2013 and the rules made thereunder M/s JMR & Associates LLP Chartered Accountants (Firm Registration No. 106912W/W100300) the Statutory Auditors of the company were appointed in the Annual General Meeting on September 25, 2023 to hold office from the conclusion of the 1st Annual General Meeting till the conclusion of the 6th Annual General Meeting of the company. The Auditors have further confirmed that they are not disqualified from continuing as Auditors of your Company.
The Auditors' Report does not contain qualification remark and the Notes on financial statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments.
Cost Auditors:
The Company was not required to maintain cost records as specified under Section 148(1) of the Companies Act, 2013, and hence, no cost auditors have been appointed
Secretarial Audit:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors have appointed M/s. Vishal Thawani and Associates, Practicing Company Secretary, to undertake the Secretarial Audit of the Company for FY 2023-24. Secretarial Audit Report for FY 2023-24 is enclosed as Annexure A to this report.
The Secretarial Audit Report of your Company does not contain any qualification, remark and statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments.
Internal Auditors:
Pursuant to the provisions of Section 138 of the Companies Act, 2013 and The Companies (Accounts) Rules, 2014, M/s M G P & Associates, Chartered Accountants (FRN: 140164W) was appointed by the Board of Directors to conduct internal audit of the Company for the financial year 2023-2024.
18. RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROL
Your Company has an Internal Financial Control System commensurate with the size, scale and complexity of its operations. Your Company has adopted proper system of Internal Control and Risk Management to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that the transactions are authorized, recorded and reported quickly.
19. SIGNIFICANT AND MATERIAL ORDERS:
There are no significant and material orders passed by any regulator or court or tribunal impacting the going concern status and your Company's operations in future.
20. MEETINGS OF THE BOARD:
The Board met 10 (Ten) times during the financial year 2023-24. Details of meetings are given in the Corporate Governance Report annexed herewith and forms part of this report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
21. BOARD EVALUATION:
The Board carried out an annual performance evaluation of its own performance and that of its committees and independent directors as per the formal mechanism for such evaluation adopted by the Board. The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors in a Separate Meeting held on March 06, 2024. The exercise of performance evaluation was carried out through a structured evaluation process covering various criteria as recommended by the Nomination and Remuneration Committee. Based on performance of the board as a whole and its committees were proactive, effective and contributing to the goals of the Company.
22. RELATED PARTY TRANSACTIONS:
Pursuant to the provisions of Section 188 of Companies Act, 2013. All the related party transactions entered into during the financial year under review were in ordinary course of business and on an arm's length basis. There were no materially significant transactions with related parties during the financial year which were in conflict with the interest of the Company. Accordingly, information in Form AOC-2 is not annexed.
All Related Party Transactions are placed before the Audit Committee and the Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee and the Board of Directors for their review and approval on a quarterly basis.
The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website www.1click.co.in. The details of the transactions with Related Party are provided in the accompanying financial statements.
23. DIRECTORS AND KMP:
Pursuant to Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Mahesh Bhanushali, Managing Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.
The requisite particulars in respect of Directors seeking re-appointment are given in Notice convening the Annual General Meeting.
Pursuant to the provisions of Section 203 of Companies Act, 2013, the Company has appointed Ms. Bhawna Hundlani as Company Secretary and Compliance Officer w.e.f March 13, 2024 due to the resignation of Ms. Komal Keshkani, Company Secretary and Compliance Officer, who had resigned w.e.f March 06, 2024.
All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section164 of the Companies Act, 2013.
Details of policy of appointment and remuneration of directors has been provided in the Corporate Governance Report.
Independent Director Declaration:
Your Company has received necessary declaration from each independent director under section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid down in section 149(6) of the Companies Act, 2013. The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors' Databank maintained with the Indian Institute of Corporate Affairs (‘IICA') in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.
24. COMMITTEES OF BOARD
With an objective of strengthen the governance standards and to comply with the applicable statutory provisions, the Board has constituted various committees. Details of such Committees constituted by the Board are given in the Corporate Governance Report, which forms part of this Annual Report.
25. REPORTING OF FRAUD:
During the year under review, the Statutory Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees, to the Audit Committee under Section 143(12) of the Act details of which needs to be mentioned in this Report.
26. PREVENTION OF SEXUAL HARASSMENT:
Your Company has zero tolerance towards sexual harassment at the workplace and have a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. As required under law, an Internal Complaints Committee has been constituted for reporting and conducting inquiry into the complaints made by the victim on the harassments at the work place. During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
27. ANNUAL RETURN:
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024 is available on the Company's website at www.1click.co.in
28. PARTICULARS OF EMPLOYEES:
A statement containing the names and other particulars of employees in accordance with the provisions of section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure-B to this report.
The information required under Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Annual Report. Having regard to the provisions of Section 134 and Section 136 of the Companies Act, 2013, the Reports and Accounts are being sent to the Members excluding such information. However, the said information is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of ensuing AGM. Any shareholder interested in obtaining a copy of such statement may write to the Company Secretary at the Registered Office of the Company or e-mail to compliance@1click.co.in.
29.DISCLOSURE WITH RESPECT TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO:
The particulars under Section 134(3)(m) of the Companies Act, 2013 with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo, pursuant to the Companies (Accounts) Rules, 2014 are provided in the Annexure-C to the Report.
30. GENERAL
The Board of Directors state that no disclosure or reporting is required in respect of the following matters, as there were no transactions or applicability pertaining to these matters during the year under review:
i) Issue of equity shares with differential rights as to dividend, voting or otherwise. ii) Scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees. iii) Payment of remuneration or commission from any of its subsidiary companies to the Managing Director of the Company. iv) Change in the nature of business of the Company v) Issue of debentures/bonds/warrants/any other convertible securities. vi) Details of any application filed for corporate insolvency under Corporate Insolvency Resolution Process under the Insolvency and Bankruptcy Code, 2016. vii) Instance of one-time settlement with any Bank or Financial Institution.
31. ACKNOWLEDGMENTS:
Your Company has maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinted efforts of the employees have enabled your Company to remain at the forefront of the industry. Your directors place on records their sincere appreciation for significant contributions made by the employees through their dedication, hard work and commitment towards the success and growth of your Company. Your directors take this opportunity to place on record their sense of gratitude to the Banks, Financial Institutions, Central and State Government departments, their Local Authorities and other agencies working with the Company for their guidance and support.