To,
The Shareholders,
Your directors have pleasure in presenting the 21st Annual Report, together with the Audited Financial Statements of the Company for the financial year ended March 31, 2024.
1. FINANCIAL HIGHLIGHTS:
The following is the highlight of the standalone financial performance of the Company during the year under review:
(Rs in Lakhs)
2. STATE OF COMPANY'S AFFAIRS:
During the period under review, the total income of the Company has achieved a total income of Rs 3,523.95 Lakhs as against Rs. 3,241.49 Lakhs in the previous year. The Company has earned a Profit after tax for financial year 2023-2024 is Rs. 221.24 Lakhs as compared to Rs. 195.92 Lakhs in the financial year 2022-2023.
3. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013:
The Company has not transferred any amount to General Reserve during the financial year.
4. DIVIDEND:
With a view to conserve reserves for expansion of business activities, the Board of Directors has decided not to declare any dividend for the current financial year.
5. MATERIAL CHANGES OCCURRED DURING THE FINANCIAL YEAR 2023- 2024:
a. Approval of Initial Public Offer:
The Board of Directors of the Company at their meeting held on 17th July, 2023 has approved the issue of initial public offer of 18,54,000 equity shares having face value of Rs. 10 each and premium of Rs. 56.
b. Memorandum of Association and Articles of Association of the Company:
The Board of Directors of the Company at their meeting held on 13 th June, 2023 has adopted a new set of Memorandum of Association and Articles of Association of the Company and the same was adopted by shareholders at the Extra - Ordinary General Meeting held on 28th June, 2023.
c. Change in Board of Directors and KMP:
The Company at the Board Meeting and Extra - Ordinary General Meeting has appointed and regularized the Directors and KMP and noted the resignation of KMP as under:
d. ISSUE AND ALLOTMENT OF BONUS SHARES:
The Board of Directors of the Company at their meeting held on 29th July, 2023 and Extra - Ordinary General Meeting held on 31st July, 2023 has issue bonus shares to the existing shareholders in the proportion of 500 equity shares for every 1 existing fully Paid-up equity shares held by the shareholders as on the record date on i.e. 29th July, 2023.
The Board of Directors of the Company at their meeting held on 01st August, 2023 has allotted the bonus shares to the existing shareholders.
e. APPROVAL OF SECTION 180m(A), 180(1)10. 186 OF THE COMPANIES ACT, 2013:
The Board of Directors at their meeting held on 17th July, 2023, and Extra Ordinary General Meeting held on 18th July, 2023 has obtained approval for increasing borrowing powers and inter -corporate loans & investments up to Rs. 100 Crore under Section 186, Section 180(1)(a) and 180(1)(c) of the Companies Act, 2013 and the rules made thereunder.
f. APPROVAL OF SECTION 185 OF THE COMPANIES ACT, 2013:
The Board of Directors at their meeting held on 17th July, 2023, and Extra Ordinary General Meeting held on 18th July, 2023, has obtained approval for providing loans and guarantees up to Rs. 100 Crore under Section 185 of the Companies Act, 2013 and the rules made thereunder.
g. CONVERSION OF PRIVATE LIMITED INTO PUBLIC LIMITED:
The Board of Directors of the Company at their meeting held on 13 th June, 2023 and Extra - Ordinary General Meeting held on 28th June, 2023 has made an Application for Conversion of Private Limited into Public Limited.
A fresh certificate of Incorporation consequent upon conversion to Public Limited Company issued on 13 th July, 2023.
h. ISSUE & ALLOTMENT OF 18,54,000 EQUITY SHARES PURSUANT TO INITIAL PUBLIC OFFER (IPO):
The Board of the Directors at their meeting held on 19th December, 2023 allotted 18,54,000 equity shares as per allotment basis finalized by BSE.
i. LISTING:
The Company got listed on SME Platform of Bombay Stock Exchange on 21st December, 2023.
6. MATERIAL CHANGES OCCURRED AFTER FINANCIAL YEAR 2023-24 TILL THE ISSUANCE OF ANNUAL REPORT:
a. The Company approved the financial statements and auditors report for the Financial Year 2023-2024 at the Board meeting held on 28th May, 2024.
b. The Company has re-appointed Leela fintech, as Internal Auditor of the company for the Financial Year 2024-2025 at the board meeting held on 3rd September, 2024.
c. The Company has re-appointed M.K. Saraswat & Associates, Company Secretaries as Secretarial Auditor of the company for the Financial Year 2024-2025 at the board meeting held on 3rd September, 2024.
7. SHARE CAPITAL:
> AUTHORISED SHARE CAPITAL:
The Authorised Share Capital of the Company as on 31st March, 2024 was Rs.
7.50.00. 000 /- (Rupees Seven Crore Fifty lakh only) divided into 75,00,000 (Seventy- Five Lakh) Equity Shares of Rs. 10/- each.
The Authorised Share Capital of the Company was increased from Rs. 5,00,000/- to Rs,
7.50.00. 000/- at the Board Meeting and Extra - Ordinary General Meeting held on 30th May, 2023 and 12th June, 2023 respectively.
> PAID UP SHARE CAPITAL:
The Paid-up Equity Share Capital of the Company as on 31st March, 2024 was Rs. 6,86,40,000/- (Rupees Six Crore Eighty-Six Lakhs Forty Thousand Only) divided into 68,64,000/- (Sixty-Eight Lakhs Sixty-Four Thousand) Equity Shares of Rs. 10/- each.
During the period under review, the Company at the Board Meeting and Extra - Ordinary General Meeting held on 29th July, 2023 and Extra - Ordinary General Meeting held on 31st July, 2023 has issue bonus shares to the existing shareholders in the proportion of 500 equity shares for every 1 existing fully Paid-up equity shares held by the shareholders as on the record date on i.e. 29th July, 2023. The Board of Directors of the Company at their meeting held on 01st August, 2023 has allotted the bonus shares to the existing shareholders.
Further, the Company has allotted 18,54,000 equity shares pursuant to initial public offer on 19th December, 2023.
8. TRANSFER OF SHARES:
The Company has transfer 52 equity shares held by Mr. Dhananjay Vrindavan Wakode at the Board Meeting held on 25th May, 2023.
The Company has transfer 51 equity shares held by Mr. Hemant Muddana Sanil, at the Board Meeting held on 25th May, 2023.
Details of Transfer as below mentioned:
9. TRANSMISSION OF SHARES:
Due to sad demise of Mr. Dhananjay Wakode, shares held by him was transmitted to his wife Ms. Sangeeta Wakode on 28th March, 2024.
10. DETAILS OF SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES:
The Company does not have any subsidiary/joint venture/associate companies.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):
As on March 31, 2024, the Board of Directors and KMP of the Company comprises of 5 (Five) Directors, of which 2 (Two) are Non-Executive Independent Directors & 3 (Three) are Executive Directors and 1 (One) Company Secretary and 1 (One) Chief Financial Officer. The constitution of the Board of the Company is in accordance with Section 149(6) of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details are as follows:
On the basis of the written representations received from the Directors, none of the above directors are disqualified under Section 164 (2) of the Companies Act, 2013 and are also not debarred by SEBI or any other Statutory authority for holding office of a Director.
There are changes in Directors and Key Managerial Personnel for the period under review.
Changes in Directors:
a. Ms. Savita Sanil was appointed as Additional Director w.e.f. 07th June, 2023 and regularised as a Director of the Company w.e.f. 17th July, 2023 in the Extra - Ordinary General Meeting held on 17th July, 2023.
b. Mr. Satish Inani was appointed as Additional Director (in the category of Independent Director) of the Company w.e.f. 14th July, 2023 and was regularized as a Director (in the category of Independent Director) for the consecutive term of five years, i.e., from 17th July, 2023 to 16th July, 2028 (both days inclusive) in the Extra Ordinary General Meeting held on 17th July, 2023.
c. Mr. Girish Joshi was appointed as Additional Director (in the category of Independent Director) of the Company w.e.f. 14th July, 2023 and was regularized as a Director (in the category of Independent Director) for the consecutive term of five years, i.e., from 17th July, 2023 to 16th July, 2028 (both days inclusive) in the Extra Ordinary General Meeting held on 17th July, 2023.
d. Mr. Hemant Sanil was appointed as Whole Time Director of the Company for the consecutive term of five years, i.e., from 17th July, 2023 to 16th July, 2028 (both days inclusive) in the Extra Ordinary General Meeting held on 17th July, 2023.
e. Mr. Dhananjay Wakode was appointed as Managing Director of the Company for the consecutive term of five years, i.e., from 17th July, 2023 to 16th July, 2028 (both days inclusive) in the Extra Ordinary General Meeting held on 17th July, 2023 and appointed as Chairman of the Company w.e.f. 18th July, 2023 in the Extra Ordinary General Meeting held on 18th July, 2023 and was ceased from the directorship w.e.f. 31st December, 2023 due to his sad demise.
f. Ms. Sangeeta Wakode was appointed as Additional Director of the Company w.e.f. 20th January, 2024 in the Board Meeting held on 08th February, 2024, and regularise as a Whole Time Director for the consecutive term of five years, i.e., from 02nd March, 2024 to 01st March, 2029 (both days inclusive) in the Extra Ordinary General Meeting held on 02nd March, 2024.
g. The Designation of Mr. Hemant Sanil was changed from Whole Time Director to Managing Director and Chairman w.e.f. 02nd March, 2024 for the consecutive term of five years, i.e., from 02nd March, 2024 to 01st March, 2029 (both days inclusive) in the Extra Ordinary General Meeting held on 02nd March, 2024.
Changes in KMP:
a. Mrs. Rasika Katkar was appointed as Chief Financial Officer of the Company w.e.f. 14th July, 2023.
b. Ms. Ritika Paneri was appointed as Whole time Company Secretary and Compliance Officer of the Company w.e.f. 14th July, 2023.
12. CHANGE IN THE NATURE OF BUSINESS:
During the year under review, there was no change in the nature of the business of the company.
13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The details of loans, advances and/or guarantee provided by the Company and investments as per section 186 of the Companies Act, 2013, which are required to be disclosed in the annual accounts of the Company are provided in Notes to the financial statements.
14. COMPOSITION OF BOARD COMMITTEES:
The Board of Directors at the meeting held on 17th July, 2023 has constituted 3 (Three) Committees: namely Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and re-consitituted on 08th February, 2024 by replacing Mr. Hemant Muddanna Sanil in place of Mr. Dhananjay Vrindavan Wakode. The Composition of various committees is in accordance with applicable provisions of the Companies Act, 2013 and the Rules thereunder and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.
A) AUDIT COMMITTEE:
The Audit Committee of the Company is constituted in accordance with the section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and comprises of three qualified members (i.e. 2 Non- Executive Independent Directors and 1 Executive Director).
All the members have financial and accounting knowledge.
The Audit Committee acts in accordance with the terms of reference specified from time to time by the Board.
The Committee met 4 (Four) time during the financial year on 28th July, 2023, 17th October, 2023, 04th December, 2023 and 30th March, 2024 and the gap between two meetings did not exceed one hundred twenty days. The necessary quorum was present for all the meetings.
The Committee has been re-constituted in the Board Meeting held on 08th February, 2024. where in Mr. Dhananjay Wakode has ceased from membership of Audit committee due to his sad demise and Mr. Hemant Muddanna Sanil has appointed as member of the committee.
The composition of the new audit Committee and the details of meetings attended by its members are given below:
04
B) NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee of the Company is constituted in accordance with Regulation 19 of The SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Section 178 of the Companies Act, 2013. The Committee comprises three (3) qualified members (i.e. Two (2) Independent Directors and One (1) Chairman Executive Director.
The role of the committee has been defined as per section 178(3) of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.
The Nomination & Remuneration Committee acts in accordance with the terms of reference specified from time to time by the Board.
The Committee met twice (2) during the year on 12th January, 2024 and 30th March, 2024. The necessary quorum was present at the meeting.
The Committee has been re-constituted in the Board Meeting held on 08th February, 2024. where in Mr. Dhananjay Wakode has ceased from membership of Nomination & Remuneration Committee due to his sad demise and Mr. Hemant Muddanna Sanil has appointed as member of the committee.
The composition of the Nomination and Remuneration Committee and the details of meetings attended by its members are given below:
Nomination and Remuneration Policy is hosted on the website of the Company i.e.
www.benchmarksolution.com
C) STAKEHOLDER RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee of the Company is constituted in accordance with Regulation 20 of The SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Section 178 of the Companies Act, 2013.
The role and functions of the Stakeholders Relationship Committee are the effective redressal of grievances of shareholders, debenture holders and other security holders including complaints related to transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends. The Committee overviews the steps to be taken for further value addition in the quality of service to the investors.
The Company has designated the e-mail ID: accounts@benchmarksolution.com info@benchmarksolution.com exclusively for the purpose of registering complaint by investors electronically. This e-mail ID is displayed on the Company's website i.e. www.benchmarksolution.com.
The following table shows the nature of complaints received from the shareholders during the years 2023-2024.
-
There were no complaints pending as on 31st March, 2024.
The Stakeholder Relationship Committee acts in accordance with the terms of reference specified from time to time by the Board.
The Committee met Once (1) during the year on 30th March, 2024. The necessary quorum was present at the meeting.
The composition of the Stakeholders Relationship Committee and the details of meetings attended by its members are given below
D) INDEPENDENT DIRECTORS MEETING:
As stipulated by the Code of Independent Directors under Schedule IV of the Companies Act, 2013 and The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors of the Company shall hold at least one meeting in a year without the presence of Non-Independent Directors and members of the management. All the independent Directors shall strive to be present at such meeting.
The independent Directors in their meeting shall, inter alia-
(a) review the performance of non-independent Directors and the board of Directors as a whole;
(b) review the performance of the chairperson of the listed entity, taking into account the views of executive Directors and non-executive Directors;
(c) assess the quality, quantity and timeliness of flow of information between the management of the listed entity and the board of Directors that is necessary for the board of Directors to effectively and reasonably perform their duties.
Independent Directors met once during the year on 30th March, 2024 and was attended by all Independent Directors.
None of the Non-Executive Independent Directors hold Equity Shares of the Company in their own name.
15. DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
There are independent directors appointed during the financial year 2023-2024 in the Company. However, the declaration by Independent Directors as per provisions of Section 149 (6) of Companies Act, 2013 is kept under the records of the Company.
16. MEETING OF THE BOARD OF DIRECTORS AND SHAREHOLDERS:
The following Meetings of the Board of Directors were held during the financial year 2023- 2024:
The following Meetings of the Shareholders were held during the financial year 2023- 2024:
17. ANNUAL RETURN:
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act 2013, the Annual Return in Form MGT-7 as on March 31, 2024 is available on the Company's website at https://www.benchmarksolution.com
18. STATUTORY AUDITORS:
The Company's Auditors, M/s. AMS & CO., Chartered Accountants (Registration No. 130878W), who were appointed with members approval as Statutory Auditors of the Company at 20th Annual General Meeting (AGM) for the period of 1 year, will complete their present term on the conclusion of the ensuing 21st AGM of the Company.
The Board of Directors of the Company ("the Board"), at its meeting held on 03rd September, 2024, has considered the experience and expertise and on the recommendation of the Audit Committee, proposed to the Members of the Company appointment of M/s. Valawat & Associates, Chartered Accountants (Registration No. 003623C), as Statutory Auditors of the Company in place of the Retiring Auditors, for a term of 1 year from the conclusion of this 20th Annual General Meeting (AGM) until the conclusion of the 21st AGM to be held in the year 2025, at such remuneration as may be mutually agreed between the Board of Directors/ Audit Committee of the company in consultation with the Statutory Auditors. The Auditors have confirmed that they are not disqualified from appointing and continuing as Auditors of the Company.
The Independent Auditors' Report does not contain any qualification, reservation, adverse remark or disclaimer.
The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments.
The Auditor's Report doesn't contain any information in relation to fraud.
19. SECRETARIAL AUDITOR:
Pursuant to the provisions of section 204 of the Companies Act, 2013 the Company is required to undertake the Secretarial Audit pursuant to listing of equity shares on BSE Emerge Platform on 21st December, 2023. The Company has appointed M/s. M K Saraswat
& Associates, Company Secretaries as Secretarial Auditor at the Board Meeting held on 30th March, 2024 for the financial year 2023-2024.
The Secretarial Audit Report issued by M/s. M K Saraswat & Associates, Company Secretaries 2023-2024 does not contain any qualifications or adverse remarks.
The Secretarial Audit report is annexed to the Director Report in Form MR-3 as ‘ Annexure - B'.
20. INTERNAL AUDITOR:
According to the Section 138 of Companies Act, 2013 and rule 13(1)(2) of Companies (Accounts) Rules, 2014, pursuant to proposed listing of equity shares on BSE Emerge Platform on 21st December, 2023; the Company is required to undertake the Internal Audit for the financial year 2023-2024.
The Company has appointed M7s. LEELA FINTECH SERVICES LLP, as Internal Auditor at the Board meeting on 13th December, 2023 for the financial year 2023-2024.
The Internal Audit Report issued by M7s. LEELA FINTECH SERVICES LLP, for the financial year 2023-2024 does not contain any qualifications or adverse remarks.
21. BOARD'S COMMENT ON THE AUDITOR'S REPORT:
a) Statutory Auditor:
There are no observations from statutory auditors in their report, the report is self- explanatory and does not call for any further comment by the Board of Directors.
b) Internal Auditor:
There are no observations from internal auditors in their report, the report is self- explanatory and does not call for any further comment by the Board of Directors.
c) Secretarial Auditor:
There are no observations from secretarial auditors in their report, the report is self- explanatory and does not call for any further comment by the Board of Directors.
22. PUBLIC DEPOSITS:
The Company has not accepted Public Deposits within the purview of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
23. MAINTENANCE OF COST RECORDS:
The Central government has not prescribed the maintenance of cost records under section 148 (1) of the Companies Act, 2013.
24. CORPORATE GOVERNANCE REPORT:
The Company is listed on SME platform of Bombay Stock Exchange, provisions related to corporate governance are not applicable to the company.
25. ANNUAL SECRETARIAL COMPLIANCE REPORT:
The Company is listed on SME platform of Bombay Stock Exchange does not require to submit the secretarial compliance report for the financial year 2023-2024 as per regulation 24A of SEBI (Listing and Obligations Disclosure Requirements), Regulations, 2015.
26. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a vigil mechanism called "Whistle Blower Policy" with a view to provide a mechanism for Directors and employees of the Company to raise concerns of any violations of any legal or regulatory requirement, incorrect or misrepresentation of any financial statement and reports etc. The Policy provides adequate safeguards against victimization of Director(s)/ employee(s) and direct access to the Chairman of the Audit Committee in exceptional cases.
No Director/ employee have been denied access to the Chairman of the Audit Committee and that no complaints were received during the year. The details of the Policy have been posted on the Company's website www.benchmarksolution.com.
27. INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre- clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. Further the Directors and all the designated persons have confirmed that they have adhere to the code.
The details of the Code of Conduct have been posted on the Company's website www.benchmarksolution.com
28. MANAGERIAL REMUNERATION:
During the period under review, the Company has complied with provisions made under the Section 197 of Companies Act, 2013 and Rule 5(2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014. Disclosure under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in ‘Annexure -C'.
29. CFO CERTIFICATION:
CFO Compliance Certificate as required under Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given in ‘Annexure -D'.
30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report as required under Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations, 2015") forms part of this Annual Report. Certain Statements in the said report may be forward-looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook.
Management Discussion and Analysis Report is given in ‘Annexure - E' to the Directors Report.
31. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The details of familiarization programme for Independent Directors is given in ‘Annexure -F".
The details of the familiarization programme for independent directors have been posted on the Company's website www.benchmarksolutio.com.
32. CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS:
The certificate of non-disqualification of directors for the Financial year 31st March, 2024, is annexed as ‘Annexure - G'.
33. RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year ended March 31, 2024, were on an arm's length basis and were in the ordinary course of business. Therefore, the provisions of Section 188 of the Companies Act, 2013 were not attracted.
There are no materially significant related party transactions during the financial year under review made by the Company with Promoters, Directors, or other designated persons which may have a potential conflict with the interest of the Company at large. Thus, disclosure in Form AOC-2 is not required.
However, the disclosure of transactions with related parties for the financial year, as per Accounting Standard -18 Related Party Disclosures is given in Note 33 to the Balance Sheet as on March 31, 2024.
34. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The particulars as required under the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo.
The Company has not spent any substantial amount on Conservation of Energy or technology absorption as per the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014.
The Foreign Exchange Earnings and Foreign Exchange Outgo for the period under review:
(? in Lakhs)
35. HUMAN RESOURCES AND INDUSTRIAL RELATIONS:
The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of business.
Many initiatives have been taken to support business through organizational efficiency, process change support and various employee engagement programs which has helped the Organization achieve higher productivity levels. A significant effort has also been undertaken to develop leadership as well as technical/ functional capabilities in order to meet future talent requirement.
36. CORPORATE SOCIAL RESPONSIBILITY:
The criteria prescribed under Section 135 of the Act with respect to constituting CSR committee, adopting CSR policy and spending amount on CSR activities in accordance with the Act do not apply to the Company.
37. INTERNAL CONTROLS:
The Company has in place adequate internal controls with reference its nature of business which meets the following objectives:
• providing assurance regarding the effectiveness and efficiency of operations;
• efficient use and safeguarding of resources;
• compliance with policies, procedures and applicable laws and regulations; and
• transactions being accurately recorded and promptly reported.
During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.
38. INTERNAL FINANCIAL CONTROLS:
Internal Financial Controls are an integral part of the risk management framework and process that address financial and financial reporting risks. The key internal financial controls have been documented, automated wherever possible and embedded in the business process. The Company has in place adequate internal financial controls with reference to Financial Statement.
Assurance on the effectiveness of internal financial controls is obtained through management reviews and self-assessment, continuous control monitoring by functional experts as well as testing of the internal financial control systems by the Statutory Auditors and Internal Auditors during the course of their audits.
The Company believes that these systems provide reasonable assurance that the Company's internal financial controls are adequate and are operating effectively as intended.
39. DIRECTOR'S RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms 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 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 devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
40. COMPLIANCE WITH SECRETARIAL STANDARDS:
During the period, under review your Company is in compliance with all the applicable Secretarial Standards as specified or issued by the Institute of Company Secretaries of India.
41. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act") and Rules made thereunder, the Company has in place a policy which mandates no tolerance against any conduct amounting to sexual harassment of women at workplace.
The Company has an Internal Committee to redress and resolve any complaints arising under the POSH Act. Training / Awareness programs are conducted throughout the year to create sensitivity towards ensuring respectable workplace.
Your director's further state that during the period under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
42. DETAILS OF APPLICATION / ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 OR ANY OTHER REGULATORY AUTHORITY:
Neither any application was made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the period under review.
No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.
43. 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:
As Company has not done any one-time settlement during the year under review hence no disclosure is required.
44. INFORMATION TO SHAREHOLDERS:
a. Annual General Meeting - Date, Time, Venue
For details, please refer to the Notice of this AGM.
As required under Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard 2 on General Meetings, particulars of Directors seeking re-appointment at this AGM, the brief details are mentioned to the Notice of this AGM.
b. Listed on Stock Exchange:
The Company is listed on SME Platform of BSE Limited.
c. Re - Appointed of Director
The particulars of directors seeking re-appointment at the ensuing AGM are mentioned in the ‘Annexure- A' to the Notice of this AGM.
d. Stock Code:
BSE Scrip Name: 544052 Depository Connectivity: NSDL & CDSL ISIN Number for equity shares of the Company: INE0Q2Z01013
e. Market price data:
High & Low during the financial year 2023-2024 on BSE post listing on 21st December, 2024:
The Company got listed on BSE on 21st December, 2023:
f. Distribution of Shareholding as on 31st March, 2024:
g. Shareholding Pattern as on 31st March, 2024:
h. Dematerialization of Shares:
As on March 31, 2024, 6864000 Equity Shares were held in dematerialized form with NSDL and CDSL. The 100% shareholding of Promoters & Promoters Group is in dematerialised form in compliance with Regulation 31(2) of the Listing Regulations.
i. Outstanding GDRs/ADRs/Warrants or any Convertible instruments, conversion date &likely impact on equity:
No GDRs/ADRs/Warrants or convertible instruments have been issued by the Company.
j. Details of shares in suspense account:
The are no shares in suspense account.
45. ACKNOWLEDGEMENT:
The Directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review.
The Directors appreciate & value the contribution made by every member of the company.