To, The Members,
Your Directors have pleasure in presenting the 16th Directors' Report on the business and operations of the Company together with the audited Statement of accounts for the Financial Year Ended March 31st, 2024.
SUMMARY OF FINANCIAL HIGHLIGHTS:
The standalone and consolidated performance of the Company for the Financial Year Ended on March 31st, 2024 is summarized below:
FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY:
PERFORMANCE AND OPERATION REVIEW:
Turnover of your company for the Financial Year Ended March 31, 2024 was Rs. 7837.29 Lac as compared to Rs. 5933.11 Lac in the previous Financial Year Ended March 31, 2023. The Profit after tax for the Financial Year under review was Rs. 191.97 Lac as compared to Rs. 116.13 Lac for the previous Financial Year.
DETAILS OF SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATE COMPANIES AND LLPs:
The Company has no Subsidiaries/ Joint Ventures/ Associate Companies and LLPs. So, there is no requirement u/s 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 for the statement containing silent features of the financial statements of the Company's Subsidiaries, Joint Ventures & Associate Companies and LLP.
DIVIDEND:
Your directors have considered it financially prudent in the long-term interests of the Company to reinvest the profits into the business of the Company to build a strong reserve base and for future expansion plans and grow the business of the Company.
No final dividend has therefore been recommended for the year ended March 31st 2024.
The Dividend Distribution Policy is available on the Company's Website at the following link: https://aguniversal.co.in/#
RESERVES & SURPLUS:
During the Financial Year 2023-24, reserves and surplus of the company recorded were of Rs. 1193.70 Lac as compared to Rs. 274.73 Lac in the previous financial year.
DEPOSIT:
During the year, the Company has not accepted any public deposits as well as not renewed any existing deposits. However, the company has accepted unsecured loans from the promoter's group / director under the bank stipulation.
SHARE CAPITAL:
AUTHORIZED CAPITAL:
During the financial year 2023-2024, the Authorized Share Capital of the Company remain same as Rs. 8,00,00,000/- (Rupees Eight Core Only) divided into 80,00,000 (Eighty Lakhs) Equity Shares of Rs.10/- each.
ISSUED, SUBSCRIBED AND PAID-UP CAPITAL:
The Company's Equity share Capital positions as on March 31, 2024 is as follows:
During the year under review, the Company came up with the public issue of 14,54,000 (Fourteen Lakh Fifty-Four Thousand) Equity Shares of Rs. 10/- each for cash at a price of Rs. 60/- per Equity Shares (including s hare premium of Rs. 50/- per Equity s hare) aggregating to Rs. 872.40 Lakhs on April 24, 2023.
LISTING:
The Equity Shares are listed (listing date-24.04.2023) on the National Stock Exchange of India Limited (“Stock Exchange”) on SME-EMERGE Platform. The Company had fulfilled all necessary requirements, entered into listing agreements with the Stock Exchange.
DEMATERIALIZATION OF EQUITY SHARES:
All the Equity shares of the Company are in dematerialized form with either of the depositories viz NSDL and CDSL. The ISIN No. allotted is INE0O6N01012.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During the year under review, a material change is noted with respect to the addition of Independent Directors & KMP's in Company and they are as follows:
a. During the year Mr. Sushil Kumar, Company Secretary and Compliance officer resigned from the post w.e.f. 30.06.2023 due to his personal reason. b. Mrs. Surbhi Gupta is appointed as Company Secretary and Compliance Officer of the Company w.e.f. 17.07.2023.
DECLARATION BY INDEPENDENT DIRECTORS:
Every Independent Director, at the first meeting of the Board in which he participates as a Director and hereafter at the first meeting of the Board in every Financial Year, gives a
Page : 30 declaration that he meets the criteria of independence as provided under section 149(7) of the Companies Act, 2013 and under Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement), Regulation 2015 and accordingly the Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013 and as per Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement), 2015 that he/she meets with the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013 and SEBI (LODR) Regulations.
DISCLOSURE OF RELATIONSHIPS BETWEEN DIRECTORS INTER SE:
RETIREMENT BY ROTATION:
In terms of section 152 of the Companies act, 2013, Mr. Kaushal Gupta (09310293), Director of the Company is hereby liable to be retire by rotation at the following Annual General Meeting and being eligible, offered her/himself(s) for re-appointment, also it is ascertained that Director appointment is not subjected to the disqualification under section 164 & 165 of Company's Act, 2013. Further, Brief profile along with the consent of Director(s) seeking Reappointment is given in Annexure-I of the notice and also presented in the Board's Report:
The Board confirms that none of the Directors of the Company is disqualified from being appointed as Director in terms of section 164 of the Companies Act, 2013 and necessary declaration has been obtained from all the Directors in this regard.
BOARD EVALUATION:
Pursuant to the section 134(3)(p) of Companies Act, 2013 read with Rule 8(4) of Companies Account Rule 2014 and SEBI (Listing Obligations and Disclosure Requirement), Regulation 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, 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 THE REPORT:
Except as disclosed elsewhere in this report, no material changes and commitments which could affect the financial position of the Company occurred between the ends of the financial year to which these financial statements relate on the date of this report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
There are no significant material orders passed by the regulators/courts which would impact the going concern status of the Company and its future operations.
Except there is one demand notice issued by the Income Tax Department for the assessment year 2010-11 to 2023-24 raising the demand for the various assessment years.
The Company has filed the appeal and rectification against the orders.
BOARD MEETINGS:
During the Financial Year Ended on March 31, 2024, the Board of Directors met 23 times, the details of which is given below. The gap between any two consecutive meetings was within the limits prescribed under the Companies Act, 2013 and SEBI LODR. The prescribed quorum was presented for all the Meetings and Directors of the Company actively participates in the meetings and contributed valuable inputs on the matters brought before the Board of Directors.
There being 14 meetings of Board of Directors being convened under the financial year complying with the requirement of Section 173 of the Companies Act, 2013. Details of Board meeting held are as Follows: -
MEETING OF INDEPENDENT DIRECTORS:
Pursuant to Secretarial Standard -1 relating to Board Meeting issued by the Institute of Company secretaries of India, the independent directors shall conduct at least One (1) meeting in a Calendar Year to review the performance of Non Independent Directors and the Board as a whole; to review the performance of the Chairman and to assess the quality, quantity and timeliness of flow of information between the company management and the Board and its members that is necessary for the Board to effectively and reasonably perform their duties.
Accordingly, your Independent Directors has met once in a year where they review the performance of all non-independent director of the company and the board as a whole, also review the performance of the Chairman of the company and assess the quality, quantity and timeliness of flow of information between the company management and the Board.
GENERAL MEETINGS:
During the Financial year ended 31st March, 2024, Total 1 meeting of Shareholders were held for seeking approval of Shareholders. The respective date and type of shareholder's meeting are as follows:
COMMITTEES OF BOARD:
Audit Committee:
The Audit Committee was constituted by the Board of Directors at their meeting held on November 18, 2022, in accordance with the Section 177 of the Companies Act, 2013 and Rule 6 of the Companies (Meeting of board and its power) Rules, 2014.
Composition of Audit Committee:
Our Company Secretary and Compliance officer will act as the secretary of the Committee.
During the year 2023-2024, the meetings were held on 20/04/2023, 07/07/2023, 02/11/2023 and 05/03/2024 and all the members of the audit committee attended the meetings. The Board has accepted all recommendations made by the Audit Committee during the year.
Nomination and Remuneration Committee:
The Nomination and Remuneration Committee was constituted by the Board of Directors at their meeting held on November 18, 2022, in accordance with the Section 178 of the Companies Act, 2013
Composition of Nomination and Remuneration Committee
During the year 2023-2024, the meeting was held on 04/07/2023 and 02/03/2024 and all the members of the committee attended the meetings.
Stakeholders' Relationship Committee:
The Stakeholders' Relationship Committee was constituted by the Board of Directors at their meeting held on November 18, 2022, in accordance with the Section 178(5) of the Companies Act, 2013.
Composition of Stakeholders' Relationship Committee
During the year 2023-2024, the meeting was held on 18/03/2024 and all the members of the committee attended the meeting.
Corporate Social Responsibility (CSR) Committee:
As per the provisions of Section 135 of the Companies Act, 2013 are not applicable on the Company.
Therefore, Company is not required to constitute CSR Committee.
ANNUAL RETURN:
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the Company is available on the Company's website on www.aguniversal.co.in
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:
The particulars of loan, guarantees or Investments by your Company as required under Section 186 of the Companies Act, 2013 are stated in the notes to account of the financial statement as on 31st march, 2024 forming part of the Annual Report.
CHANGES IN THE NATURE OF BUSINESS & MAJOR EVENTS: st
There is no change in the nature of business of the company during the Financial Year ending 31 March, 2024 under review.
During the year, Company came up with IPO and Listed on the SME platform of NSE with a view of Expanding the business which will bring immense benefit to the Company and its stakeholders.
An Initial Public Offer (IPO) of the equity shares of the Company was undertaken in April 2023 and the Board of Directors at their meeting held on 19th April, 2023 allotted 1454000 equity shares of Rs. 10 such at a premium of Rs. 60 per share amounting to Rs. 872.40 lakh. Pursuant to the same, the Company received listing approval from NSE on 21st April, 2023 and the equity shares of the Company were listed and admitted to dealings on the NSE with effect from 24th April, 2023. Company has also shifted the registered office within the local limits of city approved by board in its meeting held on 02.02.2024 from “F-1, 34/1, Vikas Apartments, East Punjabi Bagh, New Delhi, 110026” to “Plot No 2, 1st Floor, Arihant Nagar, Near Shivaji Park Metro Station, Punjabi Bagh West, New Delhi-110026”.
WEBSITE: www.aguniversal.co.in is the website of the Company. All the requisite details, policies are placed on the website of the Company.
POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION:
The salient features of the policy of Director's appointment and remuneration of Directors, KMP, senior employees and related parties are as provided under Section 178(3) of the Companies Act, 2013, SEBI (LODR) Regulations, 2015 and any other re-enactment(s) for the time being in force.
Nomination and Remuneration Policy is available at the website of the Company www.aguniversal.co.in. The Board has adopted Nomination and Remuneration Policy for selection and appointment of Directors and Key Managerial Personnel and to decide their remuneration. The Nomination and Remuneration policy of the company acts as a guideline for determining, inter alia, qualifications, positive attributes and independence of a Director, matters relating to the remuneration, appointment, removal and evaluation of the performance of the Directors and Key Managerial Personnel.
INVESTOR GRIEVANCE REDRESSAL POLICY:
The Company has adopted an internal policy for Investor Grievance handling, reporting and Redressal of same.
PARTICULARS OF EMPLOYEES AND REMUNERATION:
In accordance with the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are set out in the Annexure-I to this report and forms part of this report.
SECRETARIAL AUDITORS:
Section 204 of the Companies Act, 2013 requires every listed company is required to annex with its Board's report, a Secretarial Audit Report in Form No. MR. 3 given by a Company Secretary in practice.
The Board of Directors of the Company has appointed M/s Prachi Bansal & Associates, Company secretaries Firm, to conduct the Secretarial Audit and the Report on Company's Secretarial Audit is appended to this Report as Annexure II.
STATUTORY AUDITORS:
M/S Goyal Nagpal & Co., Chartered Accountants, (Firm Registration No. 018289C) were duly appointed as Statutory Auditor of the Company for a period of 5 years in the Annual General Meeting held in the calendar year 2021 up to the 18th Annual General Meeting.
The Auditors have confirmed their availability within the meaning of provisions of Section 139 of the Companies Act, 2013.
The report of the Statutory Auditors on the Balance Sheet and Profit and Loss Account for the year ended on 31.03.2024 is self-explanatory and does not require any statement from the Company. F urthermore, the Auditors' Report does not c ontain any qualification, reservation or adverse remark.
INTERNAL AUDITOR:
Pursuant to Section 138 of the Companies Act, 2013 and Rule 13 of Companies (Accounts) Rules, 2014, every listed Company is required to appoint internal auditor to conduct the internal audit, and who can be any person, may or may not be employee of the Company.
The board of directors of the Company has appointed Mr. Shyam Lal Diwan, employee of the Company as the Internal Auditor to conduct internal audit and the Report on Company's Secretarial Audit is appended to this Report as Annexure III.
COST AUDIT:
Central Government has notified rules for Cost Audit and as per new Companies (Cost Records and Audit) Rules, 2014 issued by Ministry of Corporate Affairs, Company is not falling under the industries, which will subject to cost audit, therefore, the cost audit for financial year 2023-24 is not applicable on the Company.
COMPLIANCES OF GUIDELINES OF SEBI/ STOCK EXCHANGE:
We have duly complied with all the applicable guidelines issued by SEBI/Stock Exchange.
SECRETARIAL STANDARDS OF ICSI:
The Directors have desired proper s ystems and processes for complying with the requirement of applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems were adequate and operating effectively.
STATEMENT OF DEVIATION OR VARIATION:
As per Regulation 32 of the SEBI (Listing Obligation and Disclosure Requirements), Regulations, 2015, there is no deviation or variation in the use of funds raised through Public Issue of Equity Share from the objects stated in the Prospectus of the Company.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, F OREIGN EXCHANGE, EARNING AND OUTGO:
In accordance with the provisions of section 13(3)(m) of the Companies Act, 2013 read with the Rule 8 of the Companies (Accounts) Rules, 2014, the relevant information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:
(A) Conservation of energy:
At A G Universal, we recognize the importance of responsible resource management and sustainable business practices. As we expand our operation to include the manufacturing of aluminium extrusion profile alongside our established trading business in iron and steel, we are committed to minimizing our environmental footprint and promoting energy efficiency. The Company has invested in Energy- Efficient Machinery and working on process optimizations which have led to reduction of energy intensive processes.
(B) Technology absorption:
At A G Universal, our commitment to innovation and technological advancement has been a driving force behind our successful expansion into the manufacturing of aluminum extrusion profiles. We understand the critical role that technology plays in our industry, and we continue to focus on absorbing and adapting the latest advancements to enhance our competitiveness and product quality.
Our ability to absorb and adapt to evolving technologies is a testament to our dedication to remaining competitive and meeting the ever-changing demands of our industry. We are confident that our commitment to technology absorption will continue to drive our success and enable us to provide cutting-edge products and services to our customers.
(C) Foreign exchange earnings and Outgoings:
During the year the foreign exchange earned and outgo was Nil.
BUSINESS RESPONSIBILITY REPORT:
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandate the inclusion of the Business Responsibility & Sustainability Report as part of the Annual Report for top 1000 listed entities based on market capitalization, However, this year the company does not fall under the top 1000 listed entities based on market capitalization, hence there is no requirement to prepare such report.
PREVENTION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has always believed in providing a safe and harassment free workplace for every individual working in premises and always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.
Your Directors further state that 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.
Policy is available at the website of the Company www.aguniversal.co.in.
ENVIRONMENT, HEALTH AND SAFETY:
The Company accords the highest priority to Environment, Health and Safety. The Management is c onstantly reviewing the s afety s tandards of the employee and the management believes in the concept of sustainable development. (Under group health insurance plan, a group medical policy for employees is available to receive compensation).
POLICY ON PRESERVATION OF THE DOCUMENTS:
The Company has formulated a policy pursuant to Regulation 9 of the Securities Exchange Board of India (Listing obligations and disclosure requirements) Regulations, 2015 (“Regulations”) on preservation of the documents to ensure safekeeping of the records and safeguard the documents from getting manhandled, while at same time avoiding superfluous inventory of documents.
POLICY ON CRITERIA FOR DETERMINING MATERIALITY OF EVENTS:
The policy is framed in accordance with the Regulation 30 of the SEBI (Listing obligations and disclosure requirements) Regulations, 2015. The objective of the policy is to determine materiality of events or information of the Company and to ensure that such information is adequately disseminated in pursuance with the Regulations and to provide overall governance framework for such determination of materiality.
CORPORATE GOVERNANCE:
As per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Your Company has complied with all the mandatory provisions of Corporate Governance of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Your Company is committed to maintain the highest possible standards of the corporate governance. Being a SME Listed Entity a separate report on corporate governance along with Auditors' Certificate in this regard is not required to be provided.
EMPLOYEE RELATIONS:
The relationship with the staff and workers continued to be cordial during the entire year. The Directors wish to place on record their appreciation of the valuable work done and cooperation extended by them at all levels. Further, the Company is taking necessary steps to recruit the required personnel from time to time.
Company considers the Employees as an asset of the Company and have taken utmost care and precautions as per the guidelines of government from Covid-19 pandemic. There were no incidents of strike, lock out etc.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188:
All the related party transactions were entered by the Company in ordinary course of business and were in arm's length basis. The Company presents all related party transactions before the Board specifying the nature, value, and terms and conditions of the transaction. Transactions with related parties are conducted in a transparent manner with the interest of the Company and Stakeholders as utmost priority.
The particular of Contracts or Arrangements made with related parties made pursuant to Section 188 are furnished in Form AOC -2 as Annexure-IV and is attached to this report.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:
Management's Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI (Listing obligations and disclosure requirements) Regulations, 2015 is presented in a separate section forms part of the Annual report as Annexure V to the Board Report.
DIRECTORS' RESPONSIBILITY STATEMENT:
The Company has taken the utmost care in its operations, compliance, transparency, financial disclosures and the financial statements have been made to give a true and fair view of the state of affairs of the Company. As required under section 134(5) and 134(3)(c), and based upon the detailed representation, due diligence and inquiry there of your Board of Directors assures and confirm as under:
a) In the preparation of the annual accounts for the Financial Year Ended on 31st March, 2024, the applicable accounting standards have been followed and there are no material deviations from the same.
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 true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that year.
c) The Directors have taken proper and sufficient care for 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 Director have prepared the annual accounts for the Financial Year Ended 31st March, 2024 on going concern basis.
e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.
f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such system is adequate and operating effectively.
OTHER DISCLOUSERS:
Your Director state that no disclosure or reporting is required in respect of the following items as there were no transaction on these items during the year under review:
1. There was no issue of equity shares with differential rights as to dividend, voting or otherwise.
2. There was no issue of s hares (including s weat equity s hares) to the employees of the Company under any scheme.
3. No application has been admitted against the company under the Insolvency and Bankruptcy Code, 2016.
4. There was no instance of One Time Settlement with any bank or financial institution.
5. There were no shares in demat suspense account/ unclaimed suspense account of the Company.
ACKNOWLGEMENT:
The Board of Directors thanks and deeply acknowledge the co-operation, assistance and support provided by all the stakeholders' viz, workers, shareholders, bankers, customers, dealers, vendors, government and regulatory agencies.