To,
The Members,
ASSAM ENTRADE LIMITED
Your Board of Directors ("Board") take pride in presenting their Thirty-Ninth Annual Report on the business, operations and state of affairs of the Company together with the Standalone and Consolidated Audited Financial Statements for the Financial Year ended on March 31, 2024 ("FY 2023-24" or "period under review").
1. FINANCIAL HIGHLIGHTS
The summarized consolidated and standalone financial performance of your Company is as follows:
(Amount in Rs. Lakhs)
• EPS = Net Profit/ Weighted Average number of Equity Share
Standalone EPS (Basic & Diluted) = Rs. 1,33,93,728.79/14,397,90
= Rs.9.30 per share
Consolidated EPS (Basic & Diluted) = Rs.1,33,93,728.79 /14,397,90
2. FINANCIAL OPERATIONS AND PERFROMANCE REVIEW
The Company is engaged in the business of trading in shares and securities, providing inter corporate loans and trading in mutual funds units as a Non-Banking Financial Company without accepting public deposits for which the certificate of registration has been obtained from the Department of Non- Banking Supervision, Reserve Bank of India.
The Key highlights pertaining to the business of the Company for the financial year 2023- 24 have been given hereunder:
(As per the Consolidated Financial Statements for 31st March, 2024)
• The Total Revenue from operations of the Company during the financial year 2023-24 was Rs. 726.91 Lakhs against the revenue from operations of Rs. 581.23 Lakhs in the previous financial year 2022-23.
• The Net Profit before tax for the year under review was Rs. 240.09 Lakhs as compare to the profit before tax in the previous year of Rs. 118.92 Lakhs.
• The Net Profit after tax for the year under review was Rs. 133.92 Lakhs as compare to the profit after tax in the previous year of Rs. 148.85 Lakhs. The Earning per Share (EPS) of the company is Rs. 9.30 per share.
(As per the Standalone Financial Statements for 31st March, 2024)
• The Total Revenue from operations of the Company during the financial year 2023-24 was Rs.726.61 Lakhs against the revenue from operations of Rs. 581.07 Lakhs in the previous financial year 2022-23.
• The Net Profit before tax for the year under review was 240.07 Lakhs as compare to the profit before tax in the previous year of Rs. 118.74 Lakhs.
• The Net Profit after tax for the year under review was Rs. 133.94 Lakhs as compare to the profit after tax in the previous year of Rs. 148.70 Lakhs. The Earning per Share (EPS) of the company is Rs.9.30 per share.
Your Company has complied with all the acts, rules, regulations and guidelines issued/prescribed by the Securities Exchange Board of India, Reserve Bank of India, Ministry of Corporate Affairs and other statutory authorities.
The inter-corporate loans and investments made by the Company during the period under review were in the ordinary course of business and at arm's length. The Financial Statements are forming part of this Annual Report.
3. RESERVES
During the financial year under review the Company has transferred the Profit to Surplus as shown in notes to accounts of the financial statements
The Company has created Statutory Reserves under Section 45IC of the RBI Act and transferred Rs. 26.79 Lakhs from profits earned during the year under review.
4. SHARE CAPITAL
The Paid up Share Capital of the Company as on 31st March, 2024 is Rs. 143,97,900/-. There was no change in share capital of the Company during the year under review.
5. CHANGE IN NATURE OF BUSINESS
There was no change in the nature of business activity of the Company during the period under review.
6. DIVIDEND
With a view to provide a cushion for any financial contingencies in the future and to strengthen the financial position of the Company, your Directors have decided not to recommend any dividend for the period under review. Therefore, the Company's Board of Directors does not recommend a dividend for the year ended March 31, 2024.
7. DETAILS OF HOLDING, SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANY (IES)
During the period under review, the Company does not have any Holding/Joint Venture/Associate Company and has the following 2 (two) subsidiaries:
Note:
• As required under Rule 8 (1) of the Companies (Accounts) Rules, 2014, the Board's Report has been prepared on Standalone Financial Statements and a Report on the Performance and Financial Position of each of the subsidiaries, as included in the Consolidated Financial Statements, is presented herewith in Form AOC-I as Annexure-A.
• In terms of Regulation 16(1)(c) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Board adopted a Policy for Determining Material Subsidiary ("Material Subsidiary Policy") in terms of which none of the subsidiaries are material subsidiaries of the Company. Details of the Material Subsidiary Policy are given in the Corporate Governance Report which is annexed to and forms an integral part of this Board's Report.
• The standalone audited financial statements of each of the subsidiaries are available on the website of the Company at www.assamentrade.com. Members interested in obtaining a copy of the standalone audited financial statements of the subsidiaries may write to the Company Secretary at the Registered Office of the Company.
• In accordance with the third proviso of Section 136 (1) of the Companies Act, 2013 and rules made thereunder, the Annual Report of the Company, containing therein its Financial Statements shall be placed on the website of the Company at www.assamentrade.com ("Website").
8. DIVIDEND
9. CONSOLIDATED FINANCIAL STATEMENTS
As required under Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and applicable provisions of Companies Act, 2013 ("the Act"), the Consolidated Financial Statements of the Company have been prepared in accordance with the applicable Accounting Standards and forms part of the Annual Report.
10. MATERIAL CHANGES AND COMMITMENTS
There have been no material changes during the year under review. The overall performance of the company was steady and satisfactory. Company successfully managed to pay all its liabilities in time and managed to carry out all its business and commercial obligations timely and with dignity. Your directors shall continue to put-in all efforts for better and bright prospects of the company.
The company is considering various possibilities for the present business activities keeping in view the profitability and stability of business of the company. The company is also pursuing the possibility into other related activities.
There have not been any material changes and commitments affecting the financial position of the company between the end of the financial year of the company and the date of the Boards' report.
11. PUBLIC DEPOSITS
No disclosure is required for the year under review since the Company has neither accepted nor renewed any deposits within the meaning of Section 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules 2014.
12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The provisions of Section 186 of the Companies Act, 2013 pertaining to investment and lending activities is not applicable to the Company since the Company is a Non- Banking Financial Company registered with the Reserve Bank of India. The details of loan given, investments made and guarantees and security provided during the financial year are furnished in the Notes to the financial statements.
13. RELATED PARTY TRANSACTIONS
All the related party transactions/contracts/arrangements entered by the Company during the financial year were on an arms' length basis and were carried out in the ordinary course of business.
All related party transactions were placed before the Audit Committee for their approval. Prior omnibus approval of the Audit Committee was obtained for the transactions which were of repetitive nature. The transactions entered into pursuant to the omnibus and specific approvals are reviewed periodically by the Audit Committee.
During the year, as per Regulation 23(1) of Listing Regulations, the Company entered into Material Related Party Transactions with M/s Mantora Oil Products Private Limited a related party within the meaning of Section 2(76) of the Act and Regulation 2(1)(zb) of the Listing Regulations, of amount up to Rs 60 Crore as per the terms and conditions as set out in loan agreement, at arm's length basis and in the ordinary course of business. Accordingly, as per the said regulations, approval for such material related party transaction was obtained from the Members of the Company through a special resolution.
In accordance with the Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has formulated a Policy on Materiality of Related Party Transactions and a Policy on dealing with Related Party Transactions. The Policy is available on the Company's Website at https:/ /www.assamentrade.com/policies- programme-codes/
The Company has made full disclosure of transactions with the related parties as set out in Note 34 of Standalone Financial Statements, forming part of the Annual Report.
14. CORPORATE SOCIAL RESPONSIBILITY
During the period under review, the provisions of Section 135 and Schedule VII to the Companies Act, 2013, and rules made thereunder, pertaining to Corporate Social Responsibility ("CSR") is not applicable to the Company.
Therefore, the Company is not required to adopt CSR Policy, constitute CSR Committee and the details of expenditures on CSR activities are not furnished by the Company.
15. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has in place an adequate Internal Financial Control System with reference to the financial statements and Internal Control System, commensurate with the size, scale and complexity of its operations.
The Directors have laid down Internal Financial Control procedures to be followed by the Company which ensures the compliance with various policies, practices and statutes, keeping in view the organization's pace of growth and increasing complexity of operations for orderly and efficient conduct of its business.
The Audit Committee of the Board is vested with the powers to evaluate the adequacy and effectiveness of the Internal Financial Control system of the Company, thereby ensuring that :-
1. Systems have been established to ensure that all the transactions are executed in accordance with the Management's general and specific authorization.
2. Systems and procedures exist to ensure that all the transactions are recorded so as to permit preparation of financial statements in conformity with the Generally Accepted Accounting Principles (GAAP) or any other criteria applicable to such Statements, and to maintain accountability for effective and the timely preparation of reliable financial information.
3. Access to assets is permitted only with the management's general and specific authorization. No assets of the Company are allowed to be used for personal purposes, except in accordance with the terms of employment or except as specifically permitted.
4. The existing assets of the Company are verified /checked at reasonable intervals and appropriate action is taken with respect to differences, if any.
5. Appropriate systems are in place for prevention and detection of frauds and errors and for ensuring adherence to the Company's various policies as listed on the Website and otherwise disseminated internally.
M/s Bajpai & Co., Chartered Accountants, the Internal Auditor of the Company monitors and evaluates the efficacy and adequacy of its Internal Control System, its compliance with operating systems, accounting procedures and policies of the Company.
16. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The composition of the Board is governed by the relevant provisions of the Companies Act, 2013 and rules made thereunder, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Articles of Association of the Company, and all other applicable laws and is in accordance with the best practices in corporate governance from time to time.
17. VIGIL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 read with the rules made thereunder and pursuant to Regulation 22 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has an effective Whistle Blower Policy for its Directors and employees, to report instances of unethical encumber and actual or suspected fraud or violation of the Company's Code of Conduct. The aim of the Vigil Mechanism Policy is to provide adequate safeguards against encumbered of the whistle blower who avails the mechanism and provides direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases. The details of the Whistle Blower Policy are available on the website of the Company: https: //www.assamentrade.com/policies-programme-codes/
The policy provides for adequate safeguard against the victimization of the employees and Directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of employees and the Company. The functioning of Vigil Mechanism is overseen by the Audit Committee.
During the period under review, no such complaint of unethical or improper activity has been received by the Company.
18. RISK MANAGEMENT
The company has adequate Risk management systems for timely identification, assessment, and prioritization of risks and its consequent effect in terms of uncertainty on objectives of the company. There is proper and constant follow-up through coordinated and economical application of resources to minimize, monitor, and control the probability and/or impact of unfortunate events and to maximize the realization of opportunities.
Risk management policy is guided by the objective to assure that risk uncertainties do not deflect the endeavor of the operational efforts on each level from the business goals.
The Company being a Non- Banking Financial Company is regulated by Reserve Bank of India (RBI) and the Board of Directors of the Company has constituted the Risk Management Committee to frame, implement and monitor the Risk Management Policy of the Company. The Committee is responsible for reviewing the risk management plan and ensuring its efficiency. The policy is available on the Company's website at https://www.assamentrade.com/policies-programme-codes/
19. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your company is not required to constitute Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as there are less than 10 employees in the company.
During the year under review, there were no cases filed pursuant to the sexual harassment Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
20. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The composition of the Board is governed by the relevant provisions of the Companies Act, 2013 and rules made thereunder, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), 2015, the Articles of Association of the Company, and all other applicable laws and is in accordance with the best practices in corporate governance from time to time.
i. Board of Directors
As on 31st March, 2024, there are six Directors in the Company, The details are as follows:
ii. Fit and Proper Criteria
All the Directors of the Company duly meet the fit and proper criteria stipulated by the Reserve Bank of India.
iii. Directorships appointed/ceased during the year:
During the period under review, significant changes have occurred in the composition of the Board of Directors.
On September 5, 2023, Mr. Anoop Kumar Gupta, Mr. Rajat Gupta, and Mr. Shailender Singh Kushwaha, the Independent Directors of the Company resigned from their respective offices. The Board places on record deep sense of appreciation for the contributions made by them during their tenure.
To ensure proper composition of the Board in terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board in its meeting held on September 5, 2023, basis the recommendation of Nomination & Requirements Committee, has appointed Mr. Anil Singh (DIN: 10242970), Mr. Praveen Agarwal (DIN: 10242628), and Mr. Robin Srivastava (DIN: 10135250), w.e.f. September 05, 2023 as Independent Directors on the Board of the Company, for a period of 5 years, not liable to retire by rotation.
iv. Retirement by Rotation
In accordance with Section 152 of the Companies Act, 2013 and rules framed thereunder, and in terms of the Articles of Association of the Company, Ms. Rati Gupta (DIN: 06872711) Executive Director, is liable to retire by rotation, and being eligible, has offered herself for re-appointment at the ensuing Annual General Meeting.
v. Key Managerial Personnel
During the financial year 2023-24, Mr. Anuj Gupta, Company Secretary & Compliance Officer, resigned from the office w.e.f. June 28, 2023, and in his place the Board had appointed Ms. Ayushi Bajaj as Company Secretary & Compliance Officer of the Company w.e.f. August 14, 2023.
The Board has placed on record its appreciation for the valuable contributions made by Mr. Anuj to the Company, during his tenure.
As on March 31, 2024, the Company has the following KMPs in accordance with the provisions of the Companies Act, 2013, rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 :
-r Mr. Nishant Gupta - Managing Director -r Mr. Jayesh Gupta - Chief Financial Officer - Ms. Ayushi Bajaj - Company Secretary & Compliance Officer
21. BOARD AND ITS COMMITTEES
During the year ended March 31, 2024, Seven (7) Board meetings were held and the gap between two consecutive Board Meetings did not exceed 120 days and at least one meeting was held in each quarter.
The details of the constitution and meetings of the Board and its Committees held during the year are provided in the Corporate Governance Report which forms part of this Annual Report.
22. INDEPENDENT DIRECTORS
a) Declaration from Independent Directors
The Board has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and have their names registered in the Independent Director's Databank.
b) Criteria for Performance Evaluation
Nomination and Remuneration Committee has laid down various criteria for performance evaluation of Independent Directors which, inter-alia, includes preparedness and attendance at the meetings, understanding of Company's operations and business and contribution at Board Meetings through which the Board satisfy itself with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed in the Company.
c) Details of Familiarization Programme
Pursuant to Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, every Independent Director on the Board is familiarized by the Executive Directors/ Senior Managerial Personnel about the Company's strategy, operations, organization structure, human resources, quality, finance and risk management at each Board Meeting before taking up the Agenda items for discussion.
Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment outlining his/ her role, functions, duties and responsibilities as a director. The terms and conditions of letter of appointment is available on the Company's website at https: / /www.assamentrade.com /policies- programme-codes /
23. EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES & INDIVIDUAL DIRECTORS
Pursuant to the provisions of Section 178(2) of the Companies Act, 2013 read with Clause VIII of Schedule IV to the Companies Act, 2013 and the requirements laid down under Schedule II on Corporate Governance of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; the Nomination and Remuneration Committee has framed Policy for evaluation of performance of the Board, its committees and individual Directors. The Policy inter alia provides the criteria for evaluation of performance such as Board effectiveness, quality of discussion, contribution at the meetings, business acumen, strategic thinking and relationship with the stakeholders, corporate governance practices, contribution of the Committees to the Board in discharging its functions, etc.
During the year under review, a meeting of Independent Directors was held on 31st October 2023 to carry out annual evaluation of the performance of the Board, its Committees and of individual directors.
The manner in which the evaluation was carried out has been explained in the Corporate Governance Report.
24. POLICY GOVERNING THE APPOINTMENT AND REMUNERATION OF THE DIRECTORS AND EMPLOYEES
A Statement giving the details required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, for the year ended March 31, 2024, is annexed as Annexure C.
The Nomination & Remuneration Committee develops the competency requirements of the Board based on the industry and strategy of the Company, conducts a gap analysis and recommends the reconstitution of the Board, as and when required. It also recommends to the Board, the appointment of Directors having good personal and professional reputation and conducts reference checks and due diligence, before recommending them to the Board.
Besides the above, the Nomination & Remuneration Committee ensures that the new Directors are familiarized with the operations of the Company and endeavors to provide relevant training to the Directors.
In accordance with the provisions of Section 178 of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has adopted a Policy on diversity of the Board of Directors and a Policy on remuneration of the directors, key managerial personnel and other employees. The Policy on Diversity of the Board of Directors has been framed to encourage diversity of thought, experience, knowledge, perspective, age and gender in the Board. The Policy on remuneration of the directors, key managerial personnel and other employees is aligned to the philosophy on the commitment of fostering a culture of leadership with trust. The Policy on remuneration of the directors, key managerial personnel and other employees aims: (a) that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, Executives and Other Employees of the quality required to run the Company successfully; (b) that relationship of remuneration to performance is clear and meets appropriate performance benchmarks; (c) that remuneration to Directors, Executives and Other Employees involves a balance between fixed and variable pay reflecting short and long- term performance objectives appropriate to the working of the Company and its goals; and (d) to enable the Company to provide a well-balanced and performance-related compensation package, taking into account shareholder interests, industry standards and relevant Indian corporate regulations. The detailed policy on remuneration of the directors, key managerial personnel and other employees is available on the Website at the URL https://assamentrade.com.
The company has formulated the Nomination and Remuneration Policy in respect of appointment and remuneration of the directors in pursuance of section 178(3).
The Board considered the Nomination and Remuneration Committee's recommendation and approved remuneration of managerial personnel which is as follows:
Further, none of the employee is in receipt of remuneration in excess of the limits prescribed in the Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
25. DIRECTORS RESPONSIBILITY STATEMENT
The Board acknowledges the responsibility for ensuring compliance with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 in preparation of the Financial Statements for the Financial Year ended on March 31, 2024 and state:
a. That in the preparation of Annual Accounts for the Financial Year ended as at March 31, 2024, the applicable Indian Accounting Standards have been followed along with the proper explanation relating to the material departures;
b. That the Directors have selected such Accounting Policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the Financial Year ended as at March 31, 2024 and of the profit and loss of the Company for the Financial Year ended on March 31, 2024;
c. That 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 or other irregularities;
d. That the Directors have prepared the annual accounts on a going concern basis;
e. That the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
f. There is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant Board Committees, including the Audit Committee, the
Board is of the opinion that the Company's internal financial controls were adequate and effective during the period under review.
26. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There have been no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operations in future.
Further, no penalties have been levied by the Reserve Bank of India / any other Regulators, during the period under review.
27. AUDITORS
a) STATUTORY AUDITORS:
Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/s Mehrotra & Co, Chartered Accountants (Firm Regn. No.: 000720C), were re-appointed as the Statutory Auditors of the Company for a second term of five consecutive years at the Annual General Meeting ("AGM") held on 30th September, 2022.
The report submitted by the Statutory Auditors on the Financial Statements of the Company forms part of this Annual Report. There have been no qualifications, reservations or adverse remarks or disclaimer given by the Statutory Auditors in their report other than a remark which is as follows:
"We draw attention to the following matters in the Note-6 of the financial statements:
• The Company has classified investments in equity instruments of other body corporates at amortized cost rather than at fair value on the basis that recent information to measure its fair value is not available.
• The Company has not made impairment allowance using Expected Credit Loss (ECL) approach, as required by Ind As 109 in respect of Loans-Financial Assets which constitute 67.38% respectively of the Total Assets and still continuing on incurred loss provisioning method.
Our conclusion and opinion is not modified in respect of this matter."
Comment by the Board of Directors:
The comment made by the auditors is self explanatory. Valuation of Investment made in equity instrument of unlisted companies have been made at its amortized costs due to non-availability of recent information of its fair value but it has no material impact on presented accounts.
The company does not have any expected credit loss for the period under review. Further, has reasonable and supportable information at the reporting date about past events, current conditions and forecasts of future economic condition of above stated statement.
b) SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Shivam Grover & Associates, Company Secretaries (Firm Registration no. S2021UP827400), as the Secretarial Auditors of the Company to undertake the Secretarial Audit for the Financial Year 2023-24.
The Company has provided all assistance, facilities, documents, records and clarifications etc. to the Secretarial Auditor for conducting their audit. The Secretarial Auditors have submitted their report in the Form MR-3, which forms part of this Annual Report as Annexure D. The Report is self - explanatory and therefore do not call for any further explanation.
c) INTERNAL AUDITORS
During the period under review, on 29th May, 2023, M/s Aditya Agarwal & Associates, showed unwillingness to continue as Internal Auditor of the Company and served his resignation.
Concurrently, we were delighted with the appointment of M/s. Bajpai and Company, Chartered Accountants (Registration No. 027479C) as an Internal Auditor of the company for the Financial year 2023-24 in terms of the provisions of Section 138 of the Companies Act, 2013 and rules made thereunder.
These changes underline our unwavering commitment to transparency, precision, and adherence to regulations.
28. STATEMENT ON COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS
Your Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and such systems are adequate and operating effectively.
29. COST RECORDS AND COST AUDIT
Maintenance of cost records and requirement of Cost audit as prescribed under the provisions of the Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, is not applicable to our Company.
30. EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024 is available on the website of the Company at www.assamentrade.com.
31. CORPORATE GOVERNANCE REPORT
It has always been the Company's endeavor to excel through better Corporate Governance and fair and transparent practices. The report on Corporate Governance for the financial year 2023-24 is appended to this Annual Report.
In accordance with the Non-Banking Financial Companies - Corporate Governance (Reserve Bank) Directions, 2015, issued by Reserve Bank of India, the Company has adopted the internal guidelines on Corporate Governance.
32. CODE OF CONDUCT
The Board has approved a Code of Conduct which is applicable to the members of the Board and all the employees in the course of day to day operations of the Company. The Code of Conduct has been placed on the Website at URL https://www.assamentrade.com/policies-programme-codes/
The Code of Conduct lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in workplace, in business practices and in dealing with stakeholders. All the members of the Board and the Senior Management Personnel have confirmed compliance with the Code of Conduct.
33. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/ OUTGO
The particulars regarding Conservation of Energy and Technology Absorption are not furnished since the Company is not a manufacturing entity.
During the financial year under review, the Company did not have any foreign exchange earnings and outgo.
34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report is enclosed as integral part of this report and covers, amongst other matters, the performance of the Company during the financial year under review as well as the future prospects.
35. FRAUD REPORTING
There was no fraud reported by the Statutory Auditors of the Company, under Section 143(12) of the Companies Act, 2013 and rules made thereunder, to the Board during the period under review.
36. COMPLIANCE WITH THE REGULATIONS ISSUED BY THE RESERVE BANK OF INDIA
The Company continues to fulfill all the norms and standards laid down under the Master Directions and the other applicable regulations issued by the Reserve Bank of India, from time to time.
37. PREVENTION OF INSIDER TRADING
The Company has adopted an Insider Trading Policy with a view to regulate the trading in securities by the designated persons of the Company. The Insider Trading Policy requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the designated persons 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 the implementation of the Insider Trading Policy.
The Insider Trading Policy can be accessed from the website of the Company at URL https://www.assamentrade.com/policies-programme-codes/
38. HUMAN RESOURCE-INITIATIVES
During the period under review, your Company has strengthened its Management team and Core Leadership team to steer the Company's business conscientiously and diligently. Efforts have been put in to attract the best talent from the industry to build a strong foundation.
Your Company provides an employee friendly environment where employees are empowered and given an opportunity to demonstrate their talent, that eventually boost their career growth in the Company.
39. PARTICULARS OF EMPLOYEES RELATED DISCLOSURES
Pursuant to Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, a Statement showing names & other particulars of the employees are provided under Annexure - C to this report.
40. LISTING OF SECURITIES
The Equity shares of the Company were listed on Bombay Stock Exchange Limited, Mumbai on 13th day of January, 2020. The listing fee for the Financial Year 2023-24 has been duly paid.
41. GENERAL DISCLOSURES
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the period under review:
a) The Company has not bought back any of its securities;
b) The Company has not issued any bonus share;
c) The Company has not issued any sweat equity shares;
d) The Company has not issued equity shares with differential rights as to dividend, voting or otherwise;
e) The Company is not liable to transfer amount of dividend lying in the unpaid dividend account to Investor Education and Protection Fund (IEPF) pursuant to provisions of Section 125 of the Companies Act, 2013; and
f) There was no revision in the financial statements between the end of the financial year and the date of this report.
42. MANAGING DIRECTOR & CHIEF FINANCIAL OFFICER CERTIFICATE
The Certificate from Mr. Nishant Gupta, Managing Director and Mr. Jayesh Gupta, Chief Financial Officer with regard to the financial statements and other matters as stated in the Compliance Certificate has been furnished, mandated under the Part B under the Schedule II on Corporate Governance under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, in Annexure - I.
43. DETAILS OF APPLICATION MADE OR ANY PRECEDING PENDING UNDER IBC, 2016 DURING THE FY ALONG WITH THE CURRENT STATUS
During the year under review, there were no applications filed or any proceedings pending in the name of the company under the Insolvency and Bankruptcy Code (IBC), 2016.
44. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONETIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
During the year under review, there has been no one-time settlement of loans taken from banks and financial institutions.
45. ACKNOWLEDGEMENTS
Your Directors would gratefully like to place their appreciation for the assistance and co- operation received from the Company's bankers during the period under review. The Directors also acknowledge, with appreciation, the support and co-operation rendered by various Government Agencies and Departments. Your Directors would also wish to place on record their deep sense of appreciation for the continued support from all the investors of the Company.