To the Members,
The Directors have pleasure in presenting the Boards' Report of the Company together with the Audited Statements of Accounts (Standalone and Consolidated) for the year ended 31stMarch, 2024.
1. FINANCIAL SUMMARY/HIGHLIGHTS:
The performance during the period ended 31stMarch, 2024 has been as under:
2. REVIEW OF OPERATIONS:
On consolidated basis, the total revenue of the Company for the financial year 2023-24 was Rs. 3,411.19 Lakhs as against Rs. 1,892.23 Lakhs for the previous financial year. The Company recorded a net profit of Rs. 96.78 Lakhs for the financial year 2023-24 as against the net profit after tax of Rs. 25.78lakhs for the previous year.
On Standalone basis, the total revenue of the Company for the financial year 2023-24 was Rs. 1,486.59 Lakhs as against Rs. 1,009.39 Lakhs for the previous financial year. The Company recorded a net profit of Rs. 12.84 Lakhs for the financial year 2023-24as against the net profit after tax of Rs. 20.42lakhs for the previous year.
3. DIVIDEND
The Directors are pleased to recommend a Dividend of Rs. 0.10/- (10 paisa) per equity share on the Paid-up Equity Share Capital of the Company for the financial year 2023-24.
The total outgo on account of dividend, stands at Rs. 12,00,000/- for which necessary provision has been made in the accounts. Pursuant to Finance Act 2020, dividend income will be taxable in the hands of shareholders w.e.f. April 1, 2020 and the Company is required to deduct tax at source from dividend paid to shareholders at the prescribed rates. For the prescribed rates for various categories, the shareholders are requested to refer to the Finance Act, 2020 and amendments thereof. The shareholders are requested to update their KYC requirements with the Company/Cameo Corporate Services Ltd (in case of shares held in physical mode) and Depositories (in case of shares held in demat mode). In case the Dividend payable to any shareholder exceeds Rs. 5000/- a tax of 7.5% will be deducted at source from the gross dividend. A
Resident individual shareholder with PAN and who is not liable to pay income tax can submit a yearly declaration in Form No. 15G/15H, to avail the benefit of non-deduction of tax at source by email to infoshivamedicare@gmail.com by 11:59 p.m. IST on 27.09.2024.
Shareholders are requested to note that in case their PAN is not registered, the tax will be deducted at a higher rate of 20%. Non-resident shareholders can avail beneficial rates under tax treaty between India and their country of residence, subject to providing necessary documents i.e., No Permanent Establishment and Beneficial Ownership Declaration, Tax Residency Certificate, Form 10F, any other document which may be required to avail the tax treaty benefits by sending an email to infoshivamedicare@gmail.com. The aforesaid declarations and documents need to be submitted by the shareholders by 11:59 p.m. IST on 27.09.2024.
4. BUSINESS UPDATE AND STATE OF COMPANY'S AFFAIRS:
The information on Company's affairs and related aspects is provided under Management Discussion and Analysis report, which has been prepared, inter-alia, in compliance with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) regulations, 2015 and forms part of this Report.
5. RESERVES:
Pursuant to provisions of Section 134 (3) (j) of the Companies Act, 2013, the company has not proposed to transfer any amount to general reserves account of the company during the year under review.
The Closing balance of reserves, including retained earnings, of the Company as at March 31st 2024 is Rs.20.24 Lakhs.
6. CHANGE IN THE NATURE OF BUSINESS, IF ANY:
During the period under review and upto the date of Board's Report there was no change in the nature of Business.
7. MATERIAL CHANGES AND COMMITMENTS:
There were no material changes and commitments affecting financial position of the Company between 31st March 2024 and the date of Board's Report. (i.e.,04.09.2024)
8. REVISION OF FINANCIAL STATEMENTS
There was no revision of the financial statements for the year under review.
9. AUTHORISED AND PAID-UP CAPITAL OF THE COMPANY:
The Board in its meeting held on 07.02.2023 has approved to increase the authorised share capital and from Rs. 10,00,00,000 (Rupees Ten Crores into Rs. 1,00,00,000 (One Crore) Equity Shares of Rs. 10/- each to 12,00,00,000 (Rupees Twelve Crores only) divided into 1,20,00,000 (One Crore Twenty Lakhs) Equity Shares of Rs. 10/- each.
The Rights Issue Committee of the Company in its meeting held on 27.07.2023 has approved the allotment of 90,00,00,000 equity shares of Rs. 10/- each through rights issue.
As on date of the Report, the Authorized Share Capital of your Company stands at Rs. 12,00,00,000/- (Rupees Twelve Crores only) divided into 1,20,00,000 (One Crore Twenty Lakhs) equity shares of the face value of Rs. 10/- (Rupees Ten Only) each.
The Paid- Up Capital of your Company stands at Rs. 12,00,00,000/- (Rupees Twelve Crores only) divided into 1,20,00,000 (One Crore Twenty Lakhs only) equity shares of the face value of Rs. 10/- (Rupees Ten Only) each.
10. INVESTOR EDUCTION AND PROTECTION FUND (IEPF):
Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund ("IEPF"), constituted by the Central Government.
During the Year, no amount of dividend was unpaid or unclaimed for a period of seven years and therefore no amount/share is required to be transferred to Investor Education and Provident Fund under the Section 125(1) and Section 125(2) of the Act.
11. TRANSFER OF SHARES AND UNPAID/UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
12. The provisions of Section 125(2) of the Companies Act, 2013 (the Act) do not apply as there was no amount in the unclaimed dividend account remaining unpaid for FY 2016-17 under sub-section (5) of section 124 of the Companies Act, 2013.
Pursuant to provisions of Section 124 of Companies Act, 2013, the unclaimed dividend before the last date as mentioned above for the respective years, will be transferred to Investor Education and Protection Fund (IEPF) established by Government of India pursuant to Section 125 of the Companies Act, 2013.
The shareholders whose dividend is not yet claimed are requested to write to the Company/ RTA at the earliest for payment of the same.
13. APPOINTMENT / RE-APPOINTMENT / RESIGNATION / RETIREMENT OF DIRECTORS /CEO/ CFO AND KEY MANANGERIAL PERSONNEL
As on date of this report, the Company has Seven Directors, out of which four are Independent including two women director and one executive and two non-executive Directors.
a) Appointment/Re-appointment/Resignation of Directors/KMP of the Company
• Appointment of Mr. Suman Mallu as Independent Director of the Company w.e.f 01.09.2023 and Ms. Priyanka Agarwal as an Independent Director of the Company with effect from 17th October, 2023.
• Mr. Bhandaram Munirathnam Reddy, Chairman and Non-Executive Director of the Company expired on 11th July, 2024
• Appointment of Mr. Bandaram Deepak Reddy as Chairman of the Company with effect from 13.08.2024.
• Mr. Harish Sharma resigned as company as Company Secretary and Compliance Officer of the Company w.e.f 31.08.2023 and Ms. Neha Kankariya was appointed as Company Secretary and Compliance Officer of the Company w.e.f 01.09.2023.
• Ms. Aakanksha resigned as Independent Director of the Company w.e.f 01.09.2023
The Board places on record its sincere appreciation for the services rendered by Mr. Bhandaram Munirathnam Reddy, Chairman and Non-Executive Director.
b) Information u/r 36(3) of SEBI (LODR), Regulations, 2015:
As required under regulation 36 (3) of the SEBI (LODR), Regulations, 2015, brief particulars of the Directors seeking appointment/re-appointments are given as Annexure A to the notice of the AGM forming part of this Annual Report.
14. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS
The Company has received declarations from Independent directors of the company to the effect that they are meeting the criteria of independence as provided in Sub-section (6) of Section 149 of the Companies Act, 2013 and under regulation 16(1)(b) read with regulation 25 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015.
The Independent Directors have also confirmed that they have complied Company's Code of Conduct. In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.
During the year, Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board of Directors and Committee(s).
15. BOARD MEETINGS:
The Board of Directors duly met Nine (9) times on 05.04.2023, 30.05.2023, 11.08.2023, 01.09.2023, 17.10.2023, 14.11.2023, 20.12.2023, 12.02.2024 and 20.03.2024 and in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.
16. BOARD EVALUATION:
The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.
The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.
The above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.
In a separate meeting of independent directors was conducted on 12.02.2024 to evaluate the performance of non-independent directors, the board as a whole and the Chairman of the Company, taking into account the views of executive directors and nonexecutive directors.
The Board reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.
Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.
17. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:
A table containing the particulars in accordance with the provisions of Section 197(12) of the Act, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure-VI (a) to this Report.
A statement showing the names of the top ten employees in terms of remuneration drawn and the name of every employee is annexed to this Annual report as Annexure VI (b).
During the year, NONE of the employees (excluding Executive Directors) is drawing a remuneration of Rs.1,02,00,000/- and above per annum or Rs.8,50,000/- and above in aggregate per month, the limits specified under the Section 197(12) of the Companies Act,2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
18. RATIO OF REMUNERATION TO EACH DIRECTOR:
Under section 197(12) of the Companies Act, 2013, and Rule 5(1) (2) & (3) of the Companies (Appointment & Remuneration) Rules, 2014, the ratio of remuneration to median employees is as mentioned in Annexure- VI (a).
19. DIRECTOR'S 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 the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(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 and loss of the company for that period;
(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) The Directors had prepared the annual accounts on a going concern basis; and
(e) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
20. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
Your Company has well established procedures for internal control across its various locations, commensurate with its size and operations. The organization is adequately staffed with qualified and experienced personnel for implementing and monitoring the internal control environment.
The internal audit function is adequately resourced commensurate with the operations of the Company and reports to the Audit Committee of the Board.
21. NO FRAUDS REPORTED BY STATUTORY AUDITORS
During the Financial Year 2023-24, the Auditors have not reported any matter under section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3) (ca) of the Companies Act, 2013.
22. CEO/ CFO CERTIFICATION:
The Managing Director and Chief Financial Officer Certificationon the financial statements under Regulation 17 (8) of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015 for the year2023-2024 is given as an Annexure-VII in this Annual Report.
23. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:
M/s. VSR Paper and Packaging, a subsidiary of the Company have made an income of Rs. 81.17 lakhs with a profit before tax of Rs. 101.54 lakhs.
As per the provisions of Section 129 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the financial statements of the subsidiary companies is prepared in Form AOC-1 and is attached as Annexure -II and forms part of this report.
24. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR.
During the year under review, no Company has become or ceased to be its subsidiaries, joint ventures or associate Company.
25. CONSOLIDATED FINANCIAL STATEMENTS
In compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the ‘Listing Regulations') and Section 129 of the Companies Act, 2013, the Consolidated Financial Statements which have been prepared by the Company in accordance with the applicable provisions of the Companies Act, 2013 and the applicable Indian Accounting Standards (Ind AS) forms part of this Annual Report.
26. DETAILS RELATING TO DEPOSITS:
The Company has not accepted any public deposits during the Financial Year ended March 31, 2024 and as such, no amount of principal or interest on public deposits was outstanding as on the date of the balance sheet.
27. DETAILS OF DEPOSITS NOT IN COMPLIANCE WITH THE REQUIREMENTS OF THE ACT:
Since the Company has not accepted any deposits during the Financial Year ended March 31, 2024, there has been no non-compliance with the requirements of the Act.
The Board in its meeting held on 05.04.2023 has approved to include one of the Objects in the proposed Rights Issue, i.e., Adjustment of the unsecured loans of Rs. 440.50 lakhs received from the Promoters/ Directors against their rights entitlement, including additional subscription, if any out of the aggregate Rights Issue amount of Rs. 900.00 Lakhs and conversion of the unsecured loans availed from the promoters/directors against their rights entitlement, including additional subscription, if any
Also the Shareholders in its EGM held on 01.05.2023 has approved the Amendment to the Objects of the Rights Issue to include Conversion of unsecured loans into equity shares of the Company
Pursuant to the Ministry of Corporate Affairs (MCA) notification dated 22nd January 2019 amending the Companies (Acceptance of Deposits) Rules, 2014, the Company is required to file with the Registrar of Companies (ROC) requisite returns in Form DPT-3 for outstanding receipt of money/loan by the Company, which is not considered as deposits.
The Company complied with this requirement within the prescribed timelines.
28. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Pursuant to the resolution passed by the Board of Directors in its meeting held on 20.12.2023 and Shareholders in its meeting held in 12.01.2024, the company has extended guarantee in favour of its Subsidiary, VSR Paper and Packaging Limited to an extent of Rs. 10 Crores for in FY 2023-24 Crores in due course.
Apart from this, the Company has not given loans, Guarantees or made any investments during the year under review.
29. RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of business. During the financial year 2023-24, there were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.
In line with the provisions of Section 177 of the Act read with the Companies (Meetings of the Board and its Powers) Rules, 2014, omnibus approval for the estimated value of transactions with the related parties for the financial year is obtained from the Audit Committee. The transactions with the related parties are routine and repetitive in nature
The summary statement of transactions entered into with the related parties pursuant to the omnibus approval so granted are reviewed and approved by the Audit Committee and the Board of Directors on a quarterly basis. The summary statements are supported by an independent audit report certifying that the transactions are at an arm's length basis and in the ordinary course of business
The Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure-III to this report.
30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:
The required information as per Sec.134 (3) (m) of the Companies Act 2013 is provided hereunder:
A. Conservation of Energy: Your Company's operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.
B. Technology Absorption: All the Factors mentioned in Rule 8 (3)(b) Technology absorption are not applicable to the Company.
C. Foreign Exchange Earnings and Out Go:
Foreign Exchange Earnings: Nil
Foreign Exchange Outgo: Nil
31. COMMITTEES:
(I). AUDIT COMMITTEE: The Audit Committee of the Company is constituted in line with the provisions of Regulation 18(1) of SEBI (LODR) Regulations with the Stock Exchange(s) read with Section 177 of the Companies Act, 2013 are included in the Corporate Governance report, which forms part of this report.
(II). NOMINATION AND REMUNERATION COMMITTEE: The Nomination and Remuneration Committee of the Company is constituted in line with the provisions of Regulation 19(1) of SEBI (LODR) Regulations with the Stock Exchange(s) read with Section 178 of the Companies Act, 2013 are included in the Corporate Governance report, which forms part of this report.
(III). STAKEHOLDERS RELATIONSHIP COMMITTEE: The Stakeholders Relationship Committee of the Company is constituted in line with the provisions of Regulation 20 of SEBI (LODR) Regulations with the Stock Exchange(s) read with Section 178 of the Companies Act, 2013 are included in the Corporate Governance report, which forms part of this report.
32. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
The Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations. The Company promotes ethical behaviour and has put in place a mechanism for reporting illegal or unethical behaviour. The Company has a Vigil Mechanism and Whistle-blower policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. Employees may report their genuine concerns to the Chairman of the Audit Committee. During the year under review, no employee was denied access to the Audit Committee.
Vigil Mechanism Policy has been established by the Company for directors and employees to report genuine concerns pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013. The same has been placed on the website of the Companywww.bandaram.com.
33. RISK MANAGEMENT POLICY:
Your Company follows a comprehensive system of Risk Management. Your Company has adopted a procedure for assessment and minimization of probable risks. It ensures that all the risks are timely defined and mitigated in accordance with the well-structured risk management process.
34. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the regulators /courts that would impact the going concern status of the Company and its future operations.
35. STATUTORY AUDITORS AND STATUTORY AUDITORS REPORT:
Pursuant to the provisions of Section 139 of the Act and the rules framed thereafter, M/s. M.M. Reddy & Co., Chartered Accountants, was appointed as statutory auditors of the Company w.e.f 10.03.2022 upto the conclusion of Annual General Meeting to be held for the FY 2025-26.
The Auditors' Report for fiscal 2024 does not contain any qualification, reservation or adverse remark. The Auditors' Report is enclosed with the financial statements in this Annual Report. The Company has received audit report with unmodified opinion for both Standalone and Consolidated audited financial results of the Company for the Financial Year ended March 31, 2024 from the statutory auditors of the Company.
The Auditors have confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold valid certificate issued by the Peer Review Board of the ICAI.
36. SECRETARIAL AUDIT REPORT:
In terms of section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, based upon the recommendations of the Audit Committee, the Board of Directors had appointed M/s. Manoj Parakh&Associates, Practicing Company Secretaries (CP No.8957) as the Secretarial Auditor of the Company, for conducting the Secretarial Audit for financial year ended March 31, 2024.
The Secretarial Audit was carried out by M/s. Manoj Parakh & Associates, Company Secretaries (CP No. 8957) for the financial year ended March 31, 2024. The Report given by the Secretarial Auditor is annexed herewith as Annexure-IV and forms integral part of this Report.
The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
37. ANNUAL SECRETARIAL COMPLIANCE REPORT:
SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019 read with Regulation 24(A) of the Listing Regulations, directed listed entities to conduct Annual Secretarial compliance audit from a Practicing Company Secretary of all applicable SEBI Regulations and circulars/guidelines issued thereunder. Further, Secretarial Compliance Report dated May 29, 2024, given by M/s. Manoj Parakh & Associates, Practicing Company Secretary, submitted or shall be submitted to Stock Exchange(s) within 60 days of the end of the financial year.
38. INTERNAL AUDITORS:
Pursuant to provisions of Section 138 read with Rule 13 of the Companies (Accounts) Rules, 2014 and Section 179 read with Rule 8(4) of the Companies (Meetings of Board and its Powers) Rules, 2014; during the year under review the Internal Audit of the functions and activities of the Company was undertaken by the Internal Auditor of the Company on quarterly basis by M/s MGR & Co., Chartered Accountants, the Internal Auditor of the Company.
Deviations are reviewed periodically and due compliance ensured. Summary of Significant Audit Observations along with recommendations and its implementations are reviewed by the Audit Committee and concerns, if any, are reported to Board. There were no adverse remarks or qualification on accounts of the Company from the Internal Auditor.
The Board has re-appointed M/s MGR & Co., Chartered Accountants, Hyderabad as Internal Auditors for the Financial Year 2024-25.
39. SECRETARIAL STANDARDS
Pursuant to the provisions of Section 118 of the Companies Act, 2013, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs.
40. DECLARATION BY THE COMPANY
The Company has issued a certificate to its Directors, confirming that it has not made any default under Section 164(2) of the Act, as on March 31, 2024.
41. ANNUAL RETURN:
As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an annual return is uploaded on website of the Company www.bandaram.com.
42. DISCLOSURE ABOUT COST AUDIT:
Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act, are not applicable for the business activities carried out by the Company.
43. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management discussion and analysis report for the year under review as stipulated under Regulation 34 (e) read with schedule V, Part B of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 with the stock exchange in India is annexed herewith as Annexure-V to this report.
In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.
During the year, Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, for the purpose of attending meetings of the Board of Directors and Committee(s).
44. 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.bandaram.com.
45. INSURANCE:
The properties and assets of your Company are adequately insured.
46. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:
The Company has implemented all of its major stipulations as applicable to the Company. As stipulated under Regulation 34 read with schedule V of SEBI (LODR) Regulations, 2015, a report on Corporate Governance duly audited is appended as Annexure-I for information of the Members. A requisite certificate from the Secretarial Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the Report on Corporate Governance.
47. NON-EXECUTIVE DIRECTORS' COMPENSATION AND DISCLOSURES
None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.
48. COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178:
The assessment and appointment of Members to the Board is based on a combination of criterion that includes ethics, personal and professional stature, domain expertise, gender diversity and specific qualification required for the position. The potential Board Member is also assessed on the basis of independence criteria defined in Section 149(6) of the Companies Act, 2013 and Regulation 27 of SEBI (LODR) Regulations, 2015. In accordance with Section 178(3) of the Companies Act, 2013 and Regulation 19(4) of SEBI (LODR) Regulations, 2015, on the recommendations of the Nomination and Remuneration Committee, the Board adopted a remuneration policy for Directors, Key Management Personnel (KMPs) and Senior Management. The Policy is attached as part of Corporate Governance Report. We affirm that the remuneration paid to the Directors is as per the terms laid down in the Nomination and Remuneration Policy of the Company.
49. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING
The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and the applicable Securities laws. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities.
The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading, is available on our website (www.bandaram.com).
50. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. No Complaints were pending at the beginning of the year or received during the year.
51. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE
COMPANY:
The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required.
52. FAILURE TO IMPLEMENT CORPORATE ACTIONS:
During the year under review, no corporate actions were done by the Company which were failed to be implemented.
53. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND
BANKRUPTCY CODE, 2016:
During the year under review, there were no applications made or proceedings pending in the name of the Company under Insolvency and Bankruptcy Code, 2016.
54. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND
VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:
During the year under review, there has been no one time settlement of loans taken from banks and financial institutions.
55. POLICIES:
The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All the policies are available on our website. www.bandaram.com.
56. EVENT BASED DISCLOSURES
During the year under review, the Company has not taken up any of the following activities: i. Issue of sweat equity share: NA ii. Issue of shares with differential rights: NA iii. Issue of shares (including sweat equity shares) to employees of the Company: NA. iv. Disclosure on purchase by Company or giving of loans by it for purchase of its shares: NA v. Buy back shares: NA
vi. Disclosure about revision: NA vii. Preferential Allotment of Shares: NA. viii. Issue of equity shares with differential rights as to dividend, voting: NA
57. RIGHTS ISSUE:
The Board in its meeting held on 07.02.2023 has also approved to issue equity shares in the ratio of 3:1 by way of Rights Issue at the face value of Rs.10/- each per equity shares to the existing shareholders of the Company as on the record date.
Also the Shareholders in its EGM held on 07.03.2023 has approved increase in the Authorised Share Capital and consequent alteration of the capital clause in the Memorandum of Association of the Company and further issue of equity shares on Rights Basis
Later the Board in its meeting held on 05.04.2023 has approved to include one of the Objects in the proposed Rights Issue, i.e., Adjustment of the unsecured loans of Rs. 440.50 lakhs received from the Promoters/ Directors against their rights entitlement, including additional subscription, if any out of the aggregate Rights Issue amount of Rs. 900.00 Lakhs and conversion of the unsecured loans availed from the promoters/directors against their rights entitlement, including additional subscription, if any
The Rights Issue Committee of the Company in its meeting held on 27.07.2023 has approved the allotment of 90,00,00,000 equity shares of Rs. 10/- each
58. ACKNOWLEDGEMENTS:
Your directors place on record their appreciation for the overwhelming co-operation and assistance received from the investors, customers, business associates, bankers, vendors, as well as regulatory and governmental authorities. Your directors also thank the employees at all levels, who through their dedication, co-operation, support and smart work have enabled the company to achieve a moderate growth and is determined to poise a rapid and remarkable growth in the year to come.