CIN: L52601DL2017PLC321445
To
The Members
Your Directors have pleasure in presenting the 07th (Seventh) Annual Report of your Company along with the Audited financial statements for the financial ended March 31, 2024.
FINANCIAL RESULTS
The offinancial the Company is summarized in the table below: position of the Company during( In Lakhs)
PARTICULARS
Revenue from operations
Before Tax (after exceptional Item)
Tax Expenses (including Deferred tax)
Earning Per Share (in ) tax
(Basic & Diluted)
STATE OF COMPANIES AFFAIRS
During the current period, your company has shown an increase in total revenue of Rs. 38507.96 Lakhs as against Rs. 34620.10 Lakhs in the previous year.. The
Company has earned a net profit of Rs. 931.21 Lakhs as compared to a profit of Rs. 530.84 Lakhs in the previous year. The company will continue to pursue expansion in the market, to achieve sustained and profitable growth
DIVIDEND
The Board of Directors of the Company has not recommended any dividend on equity shares for the year under review. .
The Dividend Distribution Policy of the Company is available on the Company's website and can be accessed at https://www.aspireinnovate.in/docs/ CorporatePolicies/DividendDistributionPolicy.pdf
TRANSFER TO RESERVES
During the year under review, no amount has been transferred to the Reserves of the Company.
MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR
There have been no material changes and commitments affecting the financial position of the Company during
Financial Year 2023-24 except conversion of the
Company from private to public. The fresh certificate of Incorporation issued by ROC, Delhi on December 12, 2023.
There has been no change in the nature of the business of the Company.
SHARE CAPITAL
Authorised Share Capital
During the year under review, the Authorised Share Capital was increased from Rs 1,20,00,000/- (Rupees One Crore Twenty Lakh only) divided into 12,00,000 (Twelve Lakh) Equity Shares of Rs. 10/- (Rupees Ten only) each to Rs. 16,00,00,000/- (Rupees Sixteen Crores Only) divided into 1,60,00,000 (One Crore Sixty Lakh) Equity shares of Rs. 10/- (Rupees Ten)/-each by creation of additional 1,48,00,000 (One Crore Forty-Eight Lakh) Equity shares of Rs. 10/- (Rupees Ten) each, ranking pari passu in all respect with the existing Shares of the Company.
Paid Up Share Capital
The Paid-up Equity Share Capital of the Company as on 31st March 2024 is 11, 11, 00,000/- (Rupees Eleven Crore
Eleven Lakh only) divided into 1,11,10,000 (One Crore
Eleven Lakh Ten Thousand only) Equity Shares of 10/-
(Rupees Ten) each.
During the year the company has issued 99,99,000 (Ninety Nine Lakh Ninety Nine thousand) fully paid up Equity Shares as Bonus to the existing shareholders of . the company on September 25, 2023.
BUY BACK
During the year under review, there was no buyback of equity shares by the Company.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
There are no Subsidiaries, Joint Ventures and Associate Company of the company.
COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR
During the Financial year ended 31st March 2024, no entity has become or ceased to be a subsidiaries, joint ventures or associate of the company.
DIRECTORS
In accordance with the provisions of the Companies
Act, 2013 ("Act") and the Articles of Association of the
Company Mrs. Rinku Agarwalla (DIN:09360573), Director oftheCompany,retiresbyrotationattheensuingAnnual General Meeting. The Board of Directors, based on the recommendation of the Nomination and Remuneration Committee, has recommended her reappointment. During the year under review, Mr. Nitesh Agarwalla (DIN: 07468522) who was serving as the Director in the company appointed as a Managing Director and Chairman for a period of 5 years w.e.f. December 13, 2023 and his tenure shall end on December 12, 2028, non liable to retire by rotation. Mrs. Rinku Agarwalla (DIN: 09360573) who was serving as a Director in the company appointed as a Whole Time Director for a period of 5 years w.e.f. December 13, 2023, and her Tenure shall end on December 12, 2028, liable to retire by rotation.
Further during the year under review, Board of Directors in its meeting held on October 20, 2023, appointed Mr. Ajit Kumar (DIN: 10356380) w.e.f. October 20,2023 as an Additional Director (Non-Executive Non-Independent) of the company, which was approved by shareholders in Extra-Ordinary General Meeting held on December 04, 2023. Further Pursuant to section 149,150, 152, 161 read with Schedule IV and other applicable provisions of the Companies Act, 2013, Companies (Appointment and
Qualification of Directors) Rules 2014, Board of Directors in its meeting held on December 13, 2023 appointed Mr. Gaurav Maheshwari (DIN 10252288) and Mr. Ankit Rathi (DIN 08456577) as Additional Directors (Non-Executive Director and Independent) of the company w.e.f. December 13, 2023. Further the Shareholders of the Company at their meeting held on December 16, 2023 approved the appointment of Mr. Gaurav Maheshwari (DIN 10252288) and Mr. Ankit Rathi (DIN 08456577) as Non-Executive Independent Directors of the Company for a period of 5 years w.e.f. December 13, 2023. Mr.
After the closure of financial
1. Mr. Ajay Bansal (DIN: 05335132) was appointed as Additional Director (Non-Executive and Non-Independent) of the Company w.e.f. May 30, 2024 subject to approval of shareholders in ensuing AGM.
2. Board approved the change of designation of Mr. Ajit Kumar (DIN: 10356380) from Non-Executive
Director to Executive Director (Whole Time Director
Capacity) w.e.f. May 30, 2024 subject to approval of shareholders in ensuing AGM.
KEY MANAGERIAL PERSONNEL
During the year under review Mr. Rakesh was appointed as Company Secretary and Compliance Officer of company w.e.f. December 07, 2023. Further Mrs. Rinku
Agarwalla was appointed as Whole Time Director and Chief Financial Officer of the Company w.e.f. December
13, 2023.
As on 31 March 2024, the following
"Key Managerial Personnel" of the Company in terms of provisions of the Act: Mr. Nitesh Agarwalla, Chairman and Managing Director
Mrs. Rinku Agarwalla, Whole Time Director & Chief Financial Officer
Mr. Rakesh, Company Secretary
Sl No. Name of Director
Relationship Other Director with
1. Mr. Nitesh Agarwalla
Spouse of Mrs. Rinku Agarwalla
2. Mrs. Rinku Agarwalla
Spouse of Mr. Nitesh Agarwalla
Gaurav Maheshwari and Mr. Ankit Rathi have given consent for their appointment and have also submitted necessary disclosures as required.
The Company has received declarations from all the
Independent Directors of the Company confirming
1. They meet the criteria of independence prescribed under the Act and the Listing Regulations; and they have registered their names in the Independent Directors' Databank.
2. They have passed the proficiency test within the prescribed timeline, as applicable.
None of the Directors of the company, except following are related inter-se, in terms of section 2(77) of the Act including rules made thereunder.
BOARD MEETINGS
The Board of Directors of the Company met Twenty-One times during the year under review. The necessary quorum were present in all the meetings. The maximum interval between any two meetings did not exceed 120 days.
Sl. No. Date of Board Meeting
PERFORMANCE EVALUATION OF THE BOARD
Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an Annual Performance evaluation of its own performance, the directors individually as well as the working of its committees.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(c) of the Companies Act, 2013 that: a) In the preparation of the Annual Accounts for the year ended 31st March 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; 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 as on 31st March 2024 and of the profits of the Company for the year ended on that date. 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, to the best of the knowledge and ability of the Directors d) The Annual Accounts have been prepared on a going concern basis. e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financialcontrols are adequate and were operating effectively; and f) The Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
SECRETARIAL STANDARDS
During the year under review, the Company was in compliance with the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors' and ‘General Meetings' respectively.
ANNUAL RETURN
The Annual Return of the Company as on March 31, 2024 is available on the Company's website and can be accessed at https://www.aspireinnovate.in/docs/ AnnualReturn/AnnualReturn_2023-24.pdf.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management's Discussion and Analysis Report for the year under review, as stipulated under Regulation
34 (2) read with Part B of Schedule V of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (Listing Regulations), is presented in a separate section as Annexure -2 forming part of this Annual Report.
INITIAL PUBLIC OFFER (IPO)
During the year under review the Company filed
Draft Red Herring Prospectus (DRHP) on December 29,2023 and Prospectus on March 29, 2024 for issue of 40,68,000 Equity Shares of Rs.10/- on 100% Book Building basis. The Share Application Money pending allotment represents amount which is actually received in the Bank Account of the Company out of applications received till March 31, 2024.
After the closure of financial year, pursuant to the IPO, 40,68,000 equity shares of face value of 10/- each at a premium of 44/- per share, for a total amount of 2197
Lakhs, were issued and allotted to the public on April 01, 2024 under various categories. The Company received listing and trading approvals from National Stock
Exchange of India Limited ("NSE") Emerge Platform on
April 01, 2024 and the equity shares got listed on NSE Emerge Platform on April 03, 2024. Your Directors believe that the listing of the Company would provide the right platform to take its brand(s) to greater heights, enhance visibility and provide liquidity to the shareholders. The Company's IPO received an overwhelming response and was oversubscribed by 15 times, reflecting an investor appetite for the issue. The company confirms that it has paid the Annual
Listing fees for the year 2024-25 to NSE.
DEMATERIALIZATION OF EQUITY SHARES
All the Equity shares of the company are in dematerialized form with either of the depositaries viz. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The
International Securities Identification Number ("ISIN") of the Company is INE0S7801010.
EMPLOYEE STOCK OPTION PLAN/ SCHEME
Our ESOP scheme help us share wealth with our employees and are part of a retention-oriented compensation program. It help us meet the dual objective of motivating key employees and retention while aligning their long-term career goals with that of the Company. In view of the employee retention in long run company has approved "Aspire Employees Stock
Option Scheme 2023 (Aspire ESOP 2023" or "Aspire ESOS 2023" or "ESOP Scheme)" vide Extra Ordinary general
Meeting dated October 16, 2023 for granting option not exceeding 2,10,000.
DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors hold office for respective term and are not liable to retire by rotation. The Company has received declarations from all the
Independent Directors of the Company confirming they meet the criteria of independence as prescribed both under the Act and under the Listing Regulations. Further, in pursuance of Rule 6 of the Companies
(Appointment and Qualifications of Directors) Rules,
2014, all Independent Directors of the Company have duly confirmed renewal of their respective registration with the Indian Institute of Corporate Affairs (IICA) database.IntheopinionoftheBoard,alltheIndependent
Directors fulfil the criteria of independence as specified in Companies Act, 2013 and Rules made thereunder read with Schedule IV as well as Listing Regulation and they are independent from the Management.
Further, all the Directors including Independent Directors of the Company possess appropriate skills, experience & knowledge in one or more fields viz.
Board & Governance, Finance, Accounting Information Technology and Specialized Industry & environmental knowledge or other disciplines related to Company's business.
FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS
In compliance with the requirements of the Listing Regulations, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their roles, rights and responsibilities as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. At the time of appointment of Independent Directors, a formal letter of appointment was given to them, which, interalia, explains the role, functions, duties and responsibilities expected from them as Independent Director of the Company. The Independent Director is also explained in detail the nature, business model of the industry and compliances under the Act, the Listing Regulations and other relevant rules & regulation.
DetailsofthefamiliarizationprogrammeforIndependent Directors are uploaded on the website of the Company at https://www.aspireinnovate.in/docs/CorporatePolicies/ FamiliarizationProgrammeForIndependentDirector.pdf
COMMITTEES OF THE BOARD
The committees of the board focus on certain specific areas and make an informed decisions in line with the delegated authority.
The Following Committees constituted by the Board, function according to their respective roles and defined scope:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholder Relationship Committee
4. Corporate Social Responsibility (CSR) Committee During the under review, all recommendations made by the various committees have been accepted by the Board.
The Composition of the said Committees are as under:
Audit Committee:
The Audit Committee was constituted by the Board of Directors w.e.f. December 18, 2023, pursuant to section 177 of the Companies Act, 2013. As on Financial Year ended March 31, 2024, the Audit Committee Comprise of:
The Company Secretary and Compliance Officer of the company act as the Secretary of the Committee. The committee met once on December 22, 2023, during the financial year 2023-24. All the members were present in the meeting.
Nomination and Remuneration Committee:
The Nomination and Remuneration Committee was constituted by the Board of Directors w.e.f. December 18, 2023, pursuant to section 178 of the Companies Act, 2013. As on Financial Year ended March 31, 2024, the Nomination and Remuneration Committee Comprise of:
Sl No. Name of the Director
1. Mr. Gaurav Maheshwari
2. Mr. Ankit Rathi
3. Mr. Ajit Kumar
The Company SecretaryandComplianceOfficer of the company act as the Secretary of the Committee. After closure of Financial Year on recommendation of
The CSR Committee met twice (September 26, 2023,
December 22, 2023) during the financial year 2023-24.
NOMINATION AND REMUNERATION POLICY
The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteriaforselectionandappointmentofBoardMembers. A copy of the policy is uploaded on the Company's
2. Mr. Nitesh Agarwalla
3. Mrs. Rinku Agarwalla
The CompanySecretaryandComplianceOfficer of the company act as the Secretary of the Committee.
Corporate Social Responsibility Committee:
The Board of Directors of the Company constituted Corporate Social Responsibility Committee on March 11, 2022 comprised of Mr. Nitesh Agarwalla (Director), Chairman and Mrs. Rinku Agarwalla (Director), Member. Corporate Social Responsibility Committee was reconstituted by the Board of Directors w.e.f. December 18, 2023, pursuant to section 135 of the Companies Act, 2013. As on Financial Year ended March 31, 2024, Corporate Social Responsibility Committee Comprise of:
Nomination and Remuneration Committee the Board appointed Mr. Ajay Bansal as a member of Nomination and Remuneration Committee in place of Mr. Ajit Kumar.
Stakeholder and Relationship Committee:
The Stakeholder and Relationship Committee was constituted by the Board of Directors w.e.f. December 18, 2023, pursuant to section 178 of the Companies Act, 2013. As on Financial Year ended March 31, 2024, the Stakeholder and Relationship Committee Comprise of: website at https://www.aspireinnovate.in/docs/ CorporatePolicies/NominationAndRemunerationPolicy. pdf
CRITERIA FOR MAKING PAYMENT TO NON-EXECUTIVE DIRECTORS
Non-Executive Directors are paid only by way of sitting fees of 5000 per meeting for attending the Board Meeting and 5000 per meeting for attending the
Committee Meeting of the Company.
DEPOSITS
During the year under review, the Company has not accepted any deposits from the public falling within the ambit of section 73 of the companies Act, 2013 and the Companies (Acceptance of Deposit) Rules, 2014.
CORPORATE GOVERNANACE
The Company got listed on April 03, 2024 on SME Emerge Platform of NSE, by virtue of Regulation 15 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The compliance with the corporate governance provisions as specified in Regulation 17 to 27 and clauses
(b) to (i) of sub regulation 2 of of Regulation 46 and Para C, D, E of schedule V) are not applicable to the company. Hence, Corporate Governance Report does not form part of this Annual Report.
LOANS, GUARANTEES AND INVESTMENTS
The details of loans and Investments and guarantees covered under the provisions of Section 186 of the Act are given in the Notes to the Financial Statements forming a part of Annual Report. Current borrowings of the Company are compliant with Section 180(1)(c) of the Companies Act, 2013.
Pursuant to Section 186 of the Companies Act, 2013 and limits as approved by the members of the company vide their meeting held on December 16, 2023, disclosures on particulars relating to Loans, Advances, Guarantees, and Investments are provided as part of the financial statements.
VIGIL MECHANISM / WHISTLE BLOWER MECHANISM
The Company has a whistle blower policy to report genuine concerns or grievances. The Whistle Blower
Policy has been posted on the website of the Company and whistle blower mechanism is reviewed regularly by the Audit Committee of the Company. There were Nil complaints recorded under Whistle Blower Mechanism during the year review.
RISK MANAGEMENT
The Company has in place a mechanism to identify, assess monitor and mitigate various risk to key business objectives. Major risk identified by the business and functions are systematically address through mitigating actions on a continuing basis. Major element of risk/threats for household appliances industry are regulatory concerns, consumer perceptions and competition. The Board of Directors has adopted a risk management policy for company which is available on the website of the company and can be accessed at https://www.aspireinnovate.in/docs/CorporatePolicies/ RiskManagementPolicy.pdf which outlines the parameter of identification, assessment, monitoring and mitigation of various risk.
RELATED PARTY TRANSACTIONS
The Board of Directors of the Company has adopted a Related Party Transactions Policy for identifying, reviewing, and approving transactions between the Company and the Related Parties, in compliance with the applicable provisions of the Listing Regulations, the Act and the Rules thereunder.
All Related Party Transactions entered into by the Company during the year under review were in the ordinary course of business and on an arm's length basis. There was no material related party transaction made by the Company with Promoters, Directors, Key Managerial Personnel, or other related parties, which may have a potential conflict with the interest of the
Company at large. All Related Party Transactions were approved by the Audit Committee and were also placed in the Board meetings as a good Corporate Governance practice.
A statement of all Related Party Transactions is presented before the Audit Committee on a quarterly basis, and prior/omnibus approval is also obtained, specifying the nature, value and terms and conditions of the transactions.
None of the transactions with the related parties falls under the scope of Section 188(1) of the Act. The details of Related Party Transactions pursuant to Section 134(h) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, in the prescribed Form No. AOC
2 is given in "Annexure 3", forming part 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
The Company has not received any material orders passed by any regulatory authority, court or tribunal which shall impact the going concern status and Company's operations in future, during the financial year.
PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016
No application or any proceeding has been filed against the Company under the Insolvency and Bankruptcy
Code, 2016 (31 of 2016) ("IBC Code") during the financial year 2023-24.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying in unpaid or unclaimed dividend for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF) under Section 124 of the Companies Act, 2013.
STATUTORY AUDITORS AND AUDITORS' REPORT
M/s. S I G M A C & Co, Chartered Accountants registered with the Institute of Chartered Accountants of India
(ICAI) vide Firm Registration number 116351W was appointed as Statutory Auditors of the Company in the 02nd Annual General Meeting for a period of 5 consecutivey c years upto the conclusion of 07th Annual General Meeting. The tenure of Auditors is expiring in the ensuing 07th Annual General Meeting. The Board of Directors at its meeting held on May 30, 2024 reappointed M/s. S I G M A C & Co. Chartered Accountants,reporting as Statuory Auditors of the Company for a term of five consecutive years commencing from the Company's
31, 2024 to hold office from financial the conclusion of the 07th Annual General Meeting of the Company till the conclusion of the 12th Annual General Meeting on such remuneration plus GST, out-of-pocket expenses, as may be mutually agreed upon by the Board of Directors and the Auditors." There are no qualifications or adverse remarks mentioned in the Auditors' report. The notes to accounts, forming part of financialstatements, are self-explanatory and needs no further clarification.
COST AUDITORS
The provisions of maintenance of Cost Records as specified by the Central Government under sub-section
(1) of Section 148 of the Act are not applicable on the Company.
SECRETARIAL AUDITOR AND SECRETARIAL AUDITOR'S REPORT
The requirement of appointing Secretarial Auditor under section 204 (1) of the Companies Act, 2013 and read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 did not apply on the company for the Financial Year 2023-24.
DISCLOSURE OF CERTAIN TYPES OF AGREEMENTS BINDING LISTED ENTITIES
There are no agreements impacting management or control of the Company or imposing any restriction or create any liability upon the Company which require disclosure under Clause 5A of Para A of Part A of Schedule III of the Listing Regulations.
DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT
The Company does not have any unclaimed shares and hence the disclosure pursuant to SEBI (LODR) Regulations is not applicable
CREDIT RATING
During the year under review, the Company was not required to obtain any credit rating.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has a proper and robust system of efficien internalcontrolsgearedtowardsachieving of business operations, safeguarding the Company's assets and ensuring optimum utilization of resources. Such controls also ensure accuracy and promptness offinancial compliance with statutory regulations. The Board in their meeting held on Januaury 18, 2023 appointed M/s Jain Agarwal & Co., Delhi (Firm Registration Number: 024866N) as Internal Auditor of the company for the financial year 2022-23 onwards.
The Audit Committee of the Company reviews the adequacy of internal control systems and effectiveness of internal audit function.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The company falls under the criteria mentioned in Section 135 of the Companies Act, 2013, which pertains to Corporate Social Responsibility (CSR). On the basis of Financial Statements for Financial Year (F.Y.) 2023-24 the company has made a provision of CSR expenditure of Rs. 24,90,000 against CSR obligation of Rs. 17,34,117 for F.Y. 2024-25. The CSR Report is annexed as "Annexure-4".
The Board of Directors of your Company has formulated and adopted a policy on CSR which can be accessed at https://www.aspireinnovate.in/docs/ CorporatePolicies/CorporateSocialResponsibiltyPolicy. pdf
The CSR Policy of your Company outlines the Company's philosophy for undertaking socially useful programs for welfare and sustainable development of the community at large as part of its CSR Obligation.
HUMAN RESOURCE DEVELOPMENT AND INDUSTRIAL RELATION
Your Company strives to provide the best working environment with ample opportunities to grow and explore. Your Company maintains a work environment that is free from physical, verbal and sexual harassment. Every initiative and policy of the Company takes care of welfare of all its employees. The human resource development function of the Company is guided by a strong set of values and policies. The details of initiatives taken by the Company for the development of human resource are given in Management Discussion and Analysis Report. The Company maintained healthy, cordial and harmonious industrial relations at all levels throughout the year.
PERSONNEL AND PARTICULARS OF EMPLOYEES
The industrial relations with the workers and staff of the Company remained cordial throughout the year. There was unity of objective among all levels of employees, continuously striving for improvement in work practices and productivity. Training and development of employees continue to be an area of prime importance.
Particulars of the employees as required under section 197 (12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Directors' Report for the year ended 31st March 2024 is annexed to this report and forms an integral part of this report. (Annexure-1)
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013
The Company has zero tolerance towards sexual harassment at the workplace and has adopted 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 Compliance Committee has been constituted for reporting and conducting inquiry into the complaints made by the victim on the harassments at the workplace.
During the year the period under review, the Company has not received any sexual harassment complaints during the financial year nor any complaint is pending at the end of the financial year.
CODE OF CONDUCT
The Board has laid down a Code of Conduct for all Board members and Senior Management Personnel of the Company. The Code is displayed on the website of the Company https://www.aspireinnovate.in/docs/ CorporatePolicies/CodeOfConduct.pdf
STATUTORY POLICIES/CODES
In compliance with the various provisions of the Act and Listing Regulations, the Company has the following policies/ codes: Policy on Determination of Materiality for Disclosure Policy on Related Party Transactions Nomination and Remuneration Policy Code of Conduct to Regulate, Monitor and Trading by Designated Persons Archival Policy
Whistle Blower Policy
Code of Conduct Risk Management Policy
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 for the year ended March 31, 2024 is given here below: A) CONSERVATION OF ENERGY
(i) the steps taken or impact on conservation of energy- NA
(ii) the steps taken by the Company for utilizing alternate sources of energy -NA
(iii) the capital investment on energy conservation equipment's – NA
B) TECHNOLOGY ABSORPTION
(i) the efforts made towards technology absorption - NA
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution- NA
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-NA
(a) the details of technology imported- NA (b) the year of import-NA
(c) whether the technology been fully absorbed-NA
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof-NA
(iv) the expenditure incurred on Research and Development- NA
C) FOREIGN EXCHANGE EARNING AND OUTGO
Total foreign exchange earned: Nil Total foreign exchange used:
Corresponding figures are in INR and
INTERNAL FINANCIAL CONTROLS
The Company has designed and implemented a process-driven frameworkforinternalfinancialcontrols within the meaning of explanation to section 134(5)(e) of the Act. For Financial Year 2023-24, the Board is of the opinion that the Company has sound Internal Financial controls commensurate with the nature and size of its business operations, wherein controls are in place and operating effectively.
The Company's risk management mechanism is detailed in the Management Discussion and Analysis Report.
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) Fraud reported by the Auditors to the Audit Committee or the Board of Directors of the Company. iii) Scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees. iv) Payment of remuneration or commission from any of its holding or subsidiary companies to the Managing Director of the Company. v) change in the nature of business of the Company. vi) 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. vii) Statement of deviation or variation in connection with preferential issue.
ACKNOWLEDGEMENT
The Board of Directors wishes to place on record its appreciation for the commitment, dedication and hard work done by the employees in the Company and the cooperation extended by Banks, Government authorities, customers and shareholders of the Company and looks forward to a continued mutual support and co-operation.
NITESH AGARWALLA
(DIN: 07468522)
RINKU AGARWALLA
(DIN:09360573)