To,
The Members,
Your Director's have great pleasure in presenting to you the 4th Annual Report on the affairs of the Company together with the Audited Accounts for the Financial year ended 31st March, 2024.
We would like to start by thanking all of our investors and stakeholders for their continued support and faith in us; you are the reason for our successful IPO. In the years ahead, we aspire to build on our legacy and reach major milestones together.
The Board of Directors hereby submits the report of the business and operations of Cellecor Gadgets Limited (Formerly Known as "Unite! Info Limited" and "Unite! Info Private Limited") ("the Company"), along with the audited financial statements, for the financial year ended March 31,2024 along with the reports of the Auditors thereon.
The Financial results of the Company for Financial year have been summarized herein below for the reference of the members:
The Total Revenue for the year ended, March 31, 2024 was INR 50,052.49 lakhs as compared to INR 26,436.56 lakhs during the previous year ended March 31, 2023. The Profit after tax for the year ended March 31,2024 was INR 1,609.46 lakhs as compared to INR 807.18 lakhs.
Your Directors are committed to achieve higher revenues and profits for its stakeholders in the coming year and hence are in the continuous process of developing new products and tailor made services for its customers.
The above figures are extracted from the Financial Statements prepared in accordance with generally accepted accounting Principles in India. The applicable mandatory Accounting Standards as amended specified under section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 of India have been followed in preparation of these financial statements and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), as amended.
DIVIDEND
The Company is in the growth phase and expanding organically as well as inorganically. In order to save the profit earned during the year for future expansion of the Company, your directors do not recommend any dividend for the financial year ended March 31,2024.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
There was no amount outstanding to be an Unclaimed Dividend to Investor Education and Protection Fund during the FY 2023-2024.
TRANSFER TO GENERAL RESERVE
Your Directors do not propose to transfer any amount to the General Reserves.
BRIEF DESCRIPTION OF THE STATE OF THE COMPANY'S AFFAIRS
Our Company wasfounded in 2012, by Ravi Agarwal Managing Director of the Company, Cellecor Gadgets Limited(Formerly Known as "Unitel Info Limited" and "Unitel Info Private Limited") has established itself as a leader in consumer electronics and telecommunications. Our product lineup includes Smart TVs, Smartwatches, feature phones, TWS, wearables, and smart home solutions, all designed to integrate advanced technology with user-centric features. Since our inception, we've prioritized innovation and quality, consistently meeting the digital needs of a global customer base.
Looking forward, Cellecor Gadgets Limited(Formerly Known as "Unitel Info Limited" and "Unitel Info Private Limited") is focused on strategic growth. We're diversifying into new markets, particularly in emerging economies, to broaden our reach and meet increasing demand. Innovation remains central; we're investing in research and development to introduce groundbreaking products that redefine technological standards. Additionally, digital transformation is a key priority as we enhance our online presence and engage customers through digital channels.
Strategic partnerships with global distributors are enhancing our market penetration and brand visibility, further strengthening our position in the competitive electronics industry. We have also established a subsidiary in Hong Kong a part of our mission of expansion. With these initiatives, Cellecor Gadgets Limited (Formerly Known as "Unitel Info Limited" and "Unitel Info Private Limited") is poised for continued success, driving innovation and delivering value to our stakeholders worldwide.
During the year under review, the Company achieved a turnover of INR. 50,052.49 lakhs as compared to INR. 26,436.56 lakhs during the previous year ended March 31,2023. The Profit after tax for the year ended March 31,2024 was INR. 1,609.46 lakhs as compared to INR. 807.18 lakhs. Your company has managed to book good amounts of profits during the period under review as compare to the previous year.
CHANGE IN NAME AND STATUS OF THE COMPANY
Our Company was originally incorporated as a private limited company on December 31,2020 under the Companies Act, 2013 in the name and style of "Unitel India Private Limited" bearing Corporate Identification Number U32300DL2020PTC375196 issued by the Registrar of Companies, Delhi.
Further, the company's name was changed to "Unitel Info Private Limited" vide Fresh Certificate of Incorporation dated April 13, 2022 issued by Registrar of Companies, Delhi.
Subsequently, our Company was converted into public limited company pursuant to a shareholders' resolution passed at an Extra-Ordinary General Meeting held on May 12, 2023, and name of our Company was changed to "Unitel Info Limited"bearing Corporate Identification Number U32300DL2020PLC375196 and a fresh Certificate of Incorporation dated May 15, 2023 was issued by Registrar of Companies, Delhi.
Furthermore, the company's name was changed to "Cellecor Gadgets Limited" vide Fresh Certificate of Incorporation dated May 25, 2023 issued by Registrar of Companies, Delhi.
The Corporate Identification Number again changed to L32300DL2020PLC375196, at time of equity shares of the Company listed with Emerge platform of National Stock Exchange of India Limited on September 28, 2024.
INITIAL PUBLIC ISSUE (IPO)
The Company has successfully completed the Initial Public Offer (IPO). In the IPO, 55,18,800 Equity Shares of Rs.10/- each was offered by the Company for subscription at an issue price of Rs 92/- per shares aggregating to Rs 5,077.30 Lakhs which was oversubscribed by 116.33 times. The issue was opened for subscription on September 15, 2023 and closed on September 20, 2023. The Board has allotted 55,18,800 Equity Shares of Rs 92/- each to the successful applicant on September 25, 2023. The equity shares of the Cellecor Gadgets Limited (Formerly "Unitel Info Limited" and "Unitel Info Private Limited") listed on September 28, 2023 on the NSE EMERGE. The Issue was made in accordance with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended.
The success of IPO reflects the trust and confidence of stakeholders in the Board and Management of the Company
STATEMENT OF DEVIATION(S) OR VARIATION(S)
In terms of Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CFD/CMD1/162/2019 dated December 24, 2019 there was no deviation or variation in connection with the terms of the objects of the issue mentioned in the Prospectus dated September 04, 2024, in respect of the Initial Public Offering of the Company.
During the Year under Review, the Company has fully utilized the Proceeds Raised through IPO in the Following manner and there is no deviation or variation in the use of proceeds, from the objects as stated in the Prospectus.
DEMATERIALISATION OF SHARES
During the year under review, the Company has entered into tripartite agreement for dematerialization of equity shares with the Skyline Financial Service Private Limited, National Securities Depository Limited and Central Depository Services (India) Limited. As on March 31, 2024, the share of the Company held in demat form represents 100% of the total issued and paid- up capital of the Company.
The Company ISIN No. is INE0OMO01025. M/s. Skyline Financial Service Private Limited act as the Registrar and Share Transfer Agent of the Company.
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
No Material Changes and commitments affecting the financial position of the Company, have occurred betweenthe end of the financial year of the company to which the financial statements relate and the date of this Directors' Report.
ALTERATION OF MEMORANDUM AND ARTICLES OF ASSOCIATION
A. The Authorized Share Capital of the Company has been increased, and consequently, the capital clauses ofthe Memorandum of Association were amended by the shareholders;
B. The Name of the Company has changed, and consequently, the Memorandum and Articles of Association were amended by the shareholders;
SUBSIDARIES
During the period under review, the Company does not have any Subsidiary Company.
Cellecor Gadgets HK Limited was incorporated as a wholly owned subsidiary on May 10, 2024 in Hongkong, with an issued and subscribed share capital of HKD 50,000, the intent being is to sourcing, trading, processing, assembling, exporting and otherwise dealing in mobile and mobile accessories, electronic goods, appliances and other component.
Other Ventures/Associates
The Company does not have any associate company, nor has it entered into a joint venture with any other company.
SHARE CAPITAL
1. Authorized Capital
The Authorized share Capital of the Company, as at closure of financial year 2023-24, was INR 2,250.00 Lakhs divided into 2,25,00,000 Equity Shares of INR 10.00 each.
2. Issued, Subscribed & Paid-up Capital
Issued, Subscribed & Paid-up share Capital of the Company as at closure of financial year 202324, was INR 2096.78 Lakhs divided into 2,09,67,780 Equity Shares of INR 10 each.
Issued, Subscribed & Paid-up share Capital was increased from INR. 10,00,000 divided into 1,00,000 equity shares of INR.10/- each to INR. 20,96,77,800 divided into 2,09,67,780 equity shares of INR.10/- each.
During the year under review, following changes took places in paid-up capital of the Capital:
a. Buy Back of Securities:
Company has not bought back any of its securities during the year under review.
b. Sweat Equity:
Company has not issued any Sweat Equity Shares during the year under review.
c. Rights Issue:
During the year under review, Company has issued and allotted the following Right issue of shares:
- April 25, 2023, the Company issued 25,945 equity shares of face value of INR. 10/- each, including a premium of INR. 5775/- each, for cash consideration aggregating to INR. 15,00,91,825 by way of Right Issue;
d. Bonus Issue:
During the year under review, Company has issued and allotted, 1,53,09,800 equity shares of face value of INR. 10/- each, for a consideration other than cash by way of Bonus Issue on June 22, 2023.Consequent to the said allotment the issued and paid-up share capital of the company was enhanced to Rs. 15,44,89,800 divided into 1,54,48,980 equity shares of INR.10/- each.
e. IPO (Initial Public Offer):
Post above capital structure upon incorporation, the Company came up with an Initial Public Offer of 55,18,800 equity shares of INR 10.00 each at a price of INR 92.00 per equity shares. The said 55,18,800 equity shares were successfully subscribed by the public and Company has made allotment of equity shares on September 27, 2023.
The entire Paid-up Equity shares of the Company was then listed at Emerge Platform of National Stock Exchange of India Limited.
Further due to another share split passed through postal ballot as on July 28, 2024, issued, subscribed and paid-up share capital INR 20,96,77,800/- (Rupees Twenty Crore Ninety-Six Lakh Seventy-Seven Thousand Eight Hundred Only) divided into 20,96,77,800 (Rupees Twenty Crore Ninety-Six Lakh Seventy-Seven Thousand Eight Hundred Only) Equity shares of Re. 1/- each.
BOARD MEETING
Regular meetings of the Board are held, inter-alia, to review and discuss the various businesses that require the approval of the Board. Additional Board meetings are convened, as and when required, to discuss and decide on various business policies, strategies and other businesses. The Board meetings are generally held at registered office of the Company.
During the year under review, Board of Directors of the Company met 24 (Twenty-Four) times, viz
The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Companies Act, 2013. A total of 18 (Eighteen) Board Meetings were held prior to the Listing, and a total of 06 (Six) Board Meetings were held post Listing of the Company.
ATTENDANCE OF DIRECTORS AT THE BOARD MEETINGS
As per standard 9 of the Secretarial Standard on Meetings of the Board of Directors ('SS-1') issued by the Institute of Company Secretaries of India ('ICSI'), the attendance of Directors at Board meetings held during the financial year 2023-24 are as under:
GENERAL MEETING
During the year under review, the following General Meeting were held:
Type of Meeting
MEETING OF THE INDEPENDENT DIRECTORS
During FY 2023-24, 1 (one) meeting of Independent Directors was held without the presence of the Executive Directors or Management Personnel on March 28, 2024. At such meeting, the Independent Directors have discussed, among other matters, the challenges faced by the Company, growth strategies, flow of information to the Board, strategy, leadership strengths, compliance, governance, HR related matters and performance of Executive Directors.
PARTICULARS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board received a declaration from all the Directors under Section 164 and other applicable provisions, if any,of the Companies Act, 2013 that none of the Directors of the Company is disqualified under the provisions of theCompanies Act, 2013 ("Act") or under the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.
The Board of Directors of the Company, at present, comprises of 5 Directors, who have wide and varied experience in different disciplines of corporate functioning. The present composition of the Board consists of One Managing Director, One whole time director, one non- Executive Directors and Two Non-Executive Independent Directors, one among them is a women director.
During the year under review, following changes took place in the constitution of the Board of Directors;
In accordance with the provisions of the Articles of Association and Section 152 of the Companies Act, 2013, Mr. Nikhil Aggarwal, Whole-Time Director of the Company retires by rotation at the ensuing Annual General Meeting. He, being eligible, has offered himself for re-appointment as such and seeks re-appointment. The Board of Directors recommends his appointment on the Board.
Further brief profile is attached with the notice of the Annual General Meeting.
* On June 20,2023, Ms. Rupam Jha resigned as a Non-Executive Independent Director.
* On November 18,2023, Mr. Jitendra Sharma resigned as a Non-Executive Independent Director.
* On November 09,2023, Mr. Vivek Mishra resigned as a Non-Executive Independent Director.
KEY MANAGERIAL PERSONNEL
In accordance with Section 203 of the Companies Act, 2013, during the year under review, the Company has appointed Mr. Ravi Agarwal as Managing Director (w.e.f. June 20, 2023) of the Company, Mr. Nikhil Aggarwal as Whole-Time Director (w.e.f. June 20, 2023) of the Company, Ms. Bindu Gupta as Chief Financial Officer (w.e.f. June 20, 2023) of the Company, Ms. Varsha Bansal* as Company Secretary and Compliance Officer (w.e.f. June 20, 2023) and Mr. Patterson Thomas as Company Secretary and Compliance Officer (w.e.f. March 01, 2024) of the Company who were acting as Key Managerial Personnel in accordance with Section 203 of the Companies Act, 2013,and applicable Rules made thereunder.
As on date of this report, the Company has Mr. Ravi Agarwal as Managing Director of the Company, Mr. Nikhil Aggarwal as Whole-Time Director of the Company, Ms. Bindu Gupta as Chief Financial Officer of the Company and Mr. Patterson Thomas as Company Secretary and Compliance Officer who are acting as Key Managerial Personnel in accordance with Section 203 of the Companies Act, 2013.
* On December 11,2023, Ms. Varsha Bansal resigned as a Company Secretary and Compliance Officer.
INDEPENDENT DIRECTORS
In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company had two Non-Executive Independent Directors in line with the Companies Act, 2013. Further, both the Independent Directors of the Company had registered themselves in the Independent Directors' Data Bank.
A separate meeting of Independent Directors was held on March 28, 2024 to review the performance of Non-Independent Directors, Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board.
The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated on the website of the Company at www.cellecor.com.
DECLARATION BY INDEPENDENT DIRECTOR
The 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, 2013and the rules made thereunder and Listing Regulations.
All the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs ("IICA"). Further, as per the declarations received, all the Independent Directors of Company have either passed or were exempted to clear online proficiency test as per the first proviso to Rule 6(4) of the MCA Notification dated October 22, 2019 and December 18, 2020.
Accordingly, the Company has taken on record, the Statement of Declaration of Independence, as submitted by all the Independent Directors.
In the opinion of the Board of Directors, all Independent Directors of the Company fulfils the conditions specified in the Act and Rules made thereunder.
FAMILIARISATION PROGRAMMES
The Company familiarises its Independent Directors on their appointment as such on the Board with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, etc. through familiarisation programme. The Company also conducts orientation programme upon induction of new Directors, as well as other initiatives to update the Directors on a continuing basis. The familiarisation programme for Independent Directors is disclosed on the Company's website www.cellecor.com.
COMMITTEES OF BOARD
Pursuant to an IPO, in addition to the applicable provisions of the Companies Act, 2013 in respect to Corporate Governance, provisions of the SEBI Listing Regulations are also applicable on the Company.
Further, the requirement specified in regulations 17 to, 27 and clauses (b) to (i) of sub regulation (2) of regulation 46 and para C, D and E of Schedule V is not applicable to the Company, although we require to comply with requirement of the Companies Act, 2013 wherever applicable. Company has complied with the corporate governance requirement, particularly in relation to appointment of independent directors including woman director on the Board and also constitution of an Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee. Board of the Company functions either on its own or through committees constituted thereof, to oversee specific operational areas.
During the year under review, Company has constituted the Audit Committee, Nomination & Remuneration Committee and Stakeholder Relationship Committee vide Board Resolution dated June 20, 2023
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
4. Corporate Social Responsibility Committee
COMPOSITION OF COMMITTEE, MEETING AND ATTENDANCE OF EACH MEMBER AT MEETINGS
The Audit Committee of the Company is constituted in line with the provision of Section 177 of the Companies Act, 2013. The Audit Committee is constituted in line to monitor and provide effective supervision of the management's financial reporting process, to ensure accurate and timely disclosures, with the highest level of transparency, integrity, and quality of Financial Reporting
During the Financial Year under review 6 (Six) meetings of the members of the Audit Committee were held. The dates on which the said meetings were held on July 14,2023, October 25, 2023, December 18, 2023, January 18, 2024 at 08:00 AM, January 18, 2024 at 04:30 PM, and February 28, 2024:
Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board of Directors.
Company Secretary and Compliance Officer of the Company act as the secretary of the Committee.
The Nomination and Remuneration Committee of the Company is constituted with the provision of Section 178 of the Companies Act, 2013. The Nomination and Remuneration Committee recommends the appointment of Directors and remuneration of such Directors.
The level and structure of appointment and remuneration of all Key Managerial personnel and Senior Management Personnel of the Company, as per Remuneration policy, is also overseen by this Committee.
During the Financial Year under review 3 (Three) meetings of the members of the Nomination and Remuneration Committee were held. The dates on which the said meetings were heldon October 25, 2023, December 18, 2023, and February 28, 2024:
3. Stakeholder's Relationship Committee
The Company has a Stakeholders Relationship Committee of Directors in compliance with provisions of the Companies Act, 2013 to look into the redressal of complaints of investors such as transfer or credit of shares, non-receipt of dividend/notices/annual reports, etc.
During the Financial Year under review 1 (One) meeting of the members of the Stakeholders Relationship Committeewere held. The dates on which the said meetings were held on February 28, 2024:
4. Corporate Social Responsibility Committee*
During the Financial Year under review 2 (Two) meetings of the members of the Corporate Social Responsibility Relationship Committee were held. The dates on which the said meetings were held on January 09, 2024, and February 28, 2024:
* The Constitution of Corporate Social Responsibility Committee is effective as of December 18,2023 During the year under review the following changes took place in the Committees of Board:
* Mr. Jitendra Sharma resigned from the position of Non-Executive Independent Director and subsequently ceased to be Chairman of the Audit Committee, Nomination and Remuneration Committee and Stakeholder Relationship Committee w.e.f. November 18,2023.
* Mr. Vivek Mishra resigned from the position of Non-Executive Independent Director and subsequently ceased to be Member of the Audit Committee and Nomination and Remuneration Committee w.e.f. November 09,2023.
* Ms. Swati Gupta appointed as an Additional Director in the capacity of Non-Executive Independent Director and also appointed as Chairperson of the Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee w.e.f. October 25,2023.
* Ms. Vineeta Gautam appointed as an Additional Director in the capacity of Non-Executive Independent Director and also appointed as Member of the Audit Committee and Nomination and Remuneration Committee w.e.f. October25,2023.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
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://cellecor.com/ pages/policies.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI Listing Regulations"). peer evaluation of all Board members, annual performance evaluation of its own performance, as well as the evaluation of the working of Board's Committees was undertaken.
The following evaluation process were followed:
a. Evaluation Criteria
This evaluation is led by the Chairman of the Nomination and Remuneration Committee with a specific focus on the performance and effective functioning of the Board and its Committees. The evaluation process, inter alia, considers attendance of Directors at Board and committee meetings, acquaintance with business, communication inter se board members, the time spent by each of the Board members, core competencies, personal characteristics, accomplishment of specific responsibilities and expertise.
b. Performance Evaluation of the individual directors including Independent Directors
The Chairman of the Nomination and Remuneration Committee conducted the evaluation process, inter alia, based on attendance of Directors at Board and committee meetings, acquaintance with business, communication inter se board members, the time spent by each of the Board members, core competencies, personal characteristics, accomplishment of specific responsibilities and expertise.
The report on the performance evaluation of the Individual Directors was reviewed by the Board and feedback was given to the Directors. The performance of each directors were satisfactory.
c. Board of Directors
The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning etc.
d. Performance Evaluation of the Committee
The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of the criteria such as the composition of Committees, effectiveness of committee meetings, etc.
Outcome of Evaluation:
Board of the Company was satisfied with the functioning of the Board and its Committees. The Committees are functioning well and besides covering the Committees' terms of reference, as mandated by law, important issues are brought up and discussed in the Committee meetings. The Board was also satisfied with the contribution of Directors, in their individual capacities.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:
a. In preparation of annual accounts for the year ended March 31,2024, the applicable accounting standards have been followed and that no material departures have been made from the same;
b. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that year;
c. The Directors had 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 Directors had prepared the annual accounts for the year ended March 31, 2024 on going concern basis.
e. The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and
f. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively
STATUTORY AUDITORS
Pursuant to the provisions of section 139 of the Act, M/s. Ambani & Associates LLP, Chartered Accountants (FRN: 0016923N) were appointed as the Statutory Auditors of the Company, for a term of five years, to hold office from the conclusion of the 3rd AGM held on September 22, 2023 till the conclusion of the 8th AGM.
Further, pursuant to Section 141 of the Act and relevant Rules prescribed there under, the Company has received certificate from the Auditors along with peer review certificate, that they are eligible to continue with their appointment and that they are not disqualified in any manner whatsoever from continuing as Statutory Auditors.
The Financial Statements and the Auditor's Report for the financial year ended on March 31,2024 are free from any qualification, reservation, observation and adverse remark; further the notes on accounts are self-explanatory. The Auditors' Report is enclosed with the Financial Statements in this Annual Report.
INDEPENDENT AUDITORS' REPORT
The Statutory Auditors' Report for the Financial Year 2023-24 is annexed to this Annual Report. The Statutory Audit Report does not contain any qualification reservation or adverse remark or disclaimer made by Statutory Auditors. The notes to the accounts referred to in the Auditors' Report are self-explanatory and, therefore, do not call for any further comments.
SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder, the Company had appointed CS Nikita Gupta (Membership No. 65729 CP No. 24785), Practicing Company Secretary, to carry out the Secretarial Audit of the Company for the FY2023-24. The Secretarial Audit Report for FY 2023-24 is annexed herewith marked as "Annexure I" to this Report.
The Secretarial Audit Report does not contain any qualification, reservation or adverse remark, and, therefore, does not call for any further comments.
INTERNAL AUDITORS AND REPORT
The Company was listed on September 27, 2023 and the provisions in respect of Internal Audit became applicable only from that date. The process for appointing the internal auditor was initiated and pursuant to the provisions of Section 138 of Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Company has appointed Mr. Chirag Gupta, Chartered Accountant, having membership no. A573523, as Internal Auditor for the FY 2023-24.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013,read with Rule 12 of the Companies (Management and Administration) Rules, 2014,the Annual Return for the year ending on March 31, 2024 is available on the Company's websiteand can be accessed at https://cellecor.com/pages/annual-retum.
RISK MANAGEMENT
The Company is not required to form a Risk Management Committee. However, the Company has developed and implemented a risk management policy for identifying the risk associated with business of the Company and measures to be taken by including identification of elements of risk and measures to control them.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013
The particulars of loans given, investment made or guarantee given or security provided and the purpose for which the loan or guarantee or security is proposed to be utilized as per the provisions of Section 186 of the Companies Act, 2013 are disclosed in the notes to account to the financial statements for the FY 2023-24.
DISCLOSURE ON RELATED PARTY'S TRANSACTIONS
All Related Party transactions that were entered into during the FY 2023-2024 were on arm's length basis and in the ordinary course of business. There are no materially significant related party transactions made by the Company with related parties which may have a potential conflict of interest with the company.
All the related parties transaction are in compliance with the Accounting Standards issued by ICAI and further details are mentioned in the notes of the Financial Statements.
All Related party transactions are placed before the Audit Committee for approval as per the Related Party Transactions Policy of the Company as approved by the Board. The policy is also uploaded on the website of the Company & can be accessed through the link https://cellecor. com/pages/policies.
Since, all the related party transactions that were entered into during the financial year 2023-2024 were on an arm's length basis and were in the ordinary course of business and there was no material related party transaction entered by the Company during the year as per Related Party Transactions Policy, details are required to be provided in the Form AOC-2 prescribed under clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014. Particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the prescribed form (Form AOC-2) are attached as "Annexure-II"
The details of the transaction with related parties are provided in the notes to accompanying financial statements.
CORPORATE GOVERNANCE
Your company being responsible corporate citizen provides utmost importance to best Corporate Governance practices and always works in the best interest of its stakeholders. Your Company has incorporated the appropriate standards for corporate governance, pursuant to the SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015
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 Rs.10 Crore and Net Worth not exceeding Rs.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.
Since, our Company falls within the ambit of aforesaid exemption (b); hence compliance with the provision of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2023-2024.
NON-APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS
As per Provision to regulation Rule 4(1) of the companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R 111 (E) on 16th February, 2015, Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations,2009, are exempted from the compulsory requirements of adoption of IND-AS w.e.f. April 01, 2017.
As your Company is also listed on Emerge Platform of NSE Limited, is covered under the exempted category and is not required to comply with IND-AS for preparation of financial statements beginning with period on or after April 01,2017.
SEBI COMPLAINTS REDRESS SYSTEM (SCORES)
The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports\(ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The Company has not received any complaint on the SCORES during financial year 2023-24.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of conservation of energy, technology absorption, foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as "Annexure-IN" and the same forms part of this report.
RISK MANAGEMENT POLICY
Pursuant Section 134(3)(n) of the Act, the Company has in place a Risk Management Policy which provides for the identification therein of elements of risk , which in the opinion of the Board may threaten the existence of theCompany. The Policy further contains the risk assessment and minimization procedures.
The risk management plan is reviewed by the Board from time to time and suitable changes are done as may be necessitated.
CHANGE IN THE NATURE BUSINESS
There has been no change in the nature of business of the Company in the Financial Year under review.
DISCLOSURE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)
During the year under review, neither any application was made nor is any proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016
CORPORATE SOCIALRESPONSIBILITY
Your Company's CSR initiatives align with the core purpose afore stated by prioritizing in areas of skilling, education, and environment sustainability. The Annual Report on CSR activities pursuant to the provisions of section 134 and 135 of the Act read with rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and rule 9 of the Companies (Accounts) Rules, 2014 is annexed to this Directors' Report as 'Annexure IV'.
The Chief Financial Officer of the Company has certified that the funds disbursed have been utilized for the purpose and in a manner approved by the Board for FY2024
The CSR policy is hosted on the Company's website at httpsy/cdn.shopify.com/s/ files/1/0755/1 575/6864/files/17._Corporate_Social_Responsibility_CSR_Policy. pdf?v=1719215615
WHISTLE BLOWER POLICY/ VIGIL MECHANISM
To meets the requirement under Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, the Company has adopted a Vigil Mechanism/ Whistle Blower Policy with a view to provide a vigilance mechanism for the directors and employeesof the Company to raise concern of any violations of legal or regulatory requirements, incorrectness or misinterpretation of any financial statements and reports etc. The purpose of this Policy is to encourage the Company's directors and employees who have concerns about suspected misconduct, to come forward and express these concerns without fear of punishment or unfair treatment.
Likewise, under this policy, we have prohibited discrimination, retaliation or harassment of any kind against any employee who, based on the employee's reasonable belief that such conduct or practice have occurred or are occurring, reports that information or participates in the said investigation. The Whistle Blower Policy is displayed on the Company's website at https://cellecor. com/pages/policies.
No individual in the Company has been denied access to the Audit Committee or itsChairman during the FY 2023-24
There were no instances of reporting under the Whistle Blower.
The Whistle Blower Policy of the Company is available on the website of the Company at www. cellecor.com.
MAINTENANCE OF COST RECORD
The maintenance of Cost Records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 is not applicable to the Company as the company does not fall under any of the category prescribed under Section 148(1) of Companies Act, 2013. Hence, the maintenance of the cost records as specified by the Central Government under Section 148(1) of the Act is not required and accordingly, such accounts and records are not made and maintained. The Company has not appointed any Cost Auditor during the year.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre- clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. The Code is displayed on the Company's website at https://cellecor.com/pages/policies.
PROCEEDINGS INITIATED/PENDING AGAINST YOUR COMPANY UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016
There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the Business of the Company.
DETAILS OF REPORTING OF FRAUD BY AUDITOR
There are no instances of Fraud/ Suspected Fraud committed against the Company by the Officers or employees of the Company has been detected by the Auditor as required under Section 143(12) of the Companies Act, 2013 read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
According to Section 134(5) (e) of the Companies Act, 2013 the term "Internal Financial Control (IFC)" means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, The Company believes that internal control is a necessary prerequisite of Governance and that freedom should be exercised within a framework of checks and balances. The Company has a well-established internal control framework, which is designed to continuously assess the adequacy, effectiveness and efficiency of financial and operational controls. The financial control framework includes internal controls, delegation of authority procedures, segregation of duties, system access controls and document filing and storage procedures.
The management is committed to ensure an effective internal control environment, commensurate with the size, scale and complexity of the business, which provides an assurance on compliance with internal policies, applicable laws, regulations and protection of resources and assets. The control system ensures that the Company's assets are safeguarded and protected and also takes care to see that revenue leakages and losses to the Company are prevented and our income streams are protected. The control system enables reliable financial reporting. The Audit Committee reviews adherence to internal control systems and internal audit reports.
They have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensure compliance of corporate policies. It has continued its efforts to align all its processes and controls with global best practices.
PUBLIC DEPOSIT
The Company has not accepted any deposits from Shareholders and Public falling within the ambit of Section 73 of the Companies Act, 2013 and rules made there under. Hence, the directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act, 2013 or any other relevant provisions of the Act and the Rules there under are not applicable.
There were no unclaimed or unpaid deposits as on 31st March, 2024.
LISTING AND DEPOSITORY FEES
Your Company has paid Annual Listing fees for the financial year 2024-2025 to National Stock Exchange of India Limited (NSE) according to the prescribed norms and regulations. Company has also paid Annual Custody fee to National Securities Depository Limited and Issuer fee to Central Depository Services (India) Limited for the financial year 2024-2025.
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 Code is intended to serve as a basis for ethical decision-making in conduct of professional work. The Code of Conduct enjoins that each individual in the organization must know and respect existing laws, accept and provide appropriate professional views, and be upright in his conduct and observe corporate discipline. The duties of Directors including duties as an Independent Director as laid down in the Companies Act, 2013 also form part of the Code of Conduct. All Board Members and Senior Management Personnel affirm compliance with the Code of Conduct annually as "Annexure - V".
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management's Discussion and Analysis Report for the year under review, as stipulated under regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 is annexed to this Annual Report as "Annexure - VI".
DISCLOSURE ON SECRETARIAL STANDARDS
During the period under review, 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 have been duly followed by the Company and have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.
PARTICULAR OF EMPLOYEES
The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure VII and forms part of this Report.
The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is opened for inspection in electronic form. Any Member interested in obtaining a copy of the same may write to the Company Secretary.
DETAILS OF FRAUD REPORTED BY THE AUDITORS
During the year under review, the Statutory Auditors and Internal Auditor have not reported any instances of fraud committed in the Company by its officers or employees.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION
There was no one time settlement by the Company with the Banks or Financial Institutions during the year under review, thus, 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 are not applicable.
POLICY AGAINST SEXUAL HARASSMENT
Your Company has always believed in providing safe and harassment free workplace for every individual working in its premises through various interventions and practices. The Company ensures that the work environment at all its locations is conducive to fair, safe and harmonious relations between employees. It strongly believes in upholding the dignity of all its employees, irrespective of their gender or seniority. Discrimination and harassment of any type are strictly prohibited.
SEXUAL HARASSMENT POLICY
The Company has adopted a policy for Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act). The Company has complied with the provisions relating to constitution of internal complaints committee (ICC) under the POSH Act. All women employees are covered under this policy. ICC has been set up to redress complaints received regarding sexual harassment.
An Internal Compliant Committee (ICC) is in place as per the requirements of the said Act to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No case has been reported during the year under review.
The details of the complaints received during the year under review were as follows:
WEBSITE OF THE COMPANY
Your Company maintains a websitewww.cellecor.comwhere detailed information of the Company and specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 have been provided.
GENERAL
Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review:
• Issue of equity shares with differential rights as to dividend, voting or otherwise.
• Issue of shares (including sweat equity shares) to employees of the Company under any scheme.
The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.
ACKNOWLEDGEMENT
Your Directors wish to place on record their gratitude for the valuable guidance and support rendered by the Government of India, various State Government departments, Banks and stakeholders, including, but not limited to, shareholders, customers and suppliers, among others. We place on record, our appreciation of the contribution made by our employees at all levels.
The Directors take this opportunity to place on record their deep sense of appreciation for the total commitment, dedication and hard work put in by the employees of the Company. Lastly, your directors are deeply grateful for the continuous confidence and faith shown by the members of the Company.