To,
The Members,
BIZOTIC COMMERCIAL LIMITED
Your directors have pleasure in presenting their EIGHTH Annual Report of the company along with audited accounts for the year ended on 31st March 2024. During the year the company earned a net profit of Rs. 308.38 Lakh. We hope that we will be able to achieve better results in the next financial year.
1. FINANCIAL PERFORMANCE AT A GLANCE
The company has made a Net Profit of Rs. 308.38 Lakh for the Financial Year ended March 31, 2024.
2. OPERATIONAL PERFORMANCE
During under the review, the total turnover of the Company for the year ended March 31, 2024 of Rs. 7142.60 Lakhs compared to Rs. 6515.73 Lakhs achieved during the previous year. So, the turnover increased by approximately 9.62% from the previous year to the year ended March 31, 2024. While the net profit has been increased by nearly 14.5% from the previous year to the year ended March 31, 2024.
3. INITIAL PUBLIC OFFER OF EQUITY SHARES
Your directors are pleased to inform you that, the Company has raised the funds by making an Initial Public Offer ("IPO") of 24,12,000 equity shares of face value of R.10/- each at an issue price of Rs. 175/- per share amounting to Rs. 42,21,00,000/ -. The Offer was made pursuant to the provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. The equity shares of the Company were listed on BSE SME Platform of Bombay Stock Exchange India Limited on 23rd June, 2023.
4. TRANSFER TO GENERAL STATUTORY RESERVE
During the financial year 2023-24 the Company has transferred Rs. 308.38 Lakhs to Reserves and Surplus
5. CHANGE IN THE NATURE OF BUSINESS, IF ANY
The Company is engaged in trading business of men's readymade garments and fabrics on wholesale as well as retail basis. There was no change in the nature of business of the Company during the Financial Year 2023-24.
6. DIVIDEND
With a view of expanding the business, your directors do not recommend any dividend for the year.
7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTAION AND PROTECTION FUND (IEPF)
The provisions of Section 125(2) of the Companies Act, 2013 does not apply as there was no dividend and paid in last year.
8. MATERIAL CHANGES AND COMMITMENTS:
There are no material changes in the Company during the period 2023 - 24.
9. LISTING WITH STOCK EXCHANGE:
During the period under review, Bizotic Commercial Limited was listed on the BSE SME Platform of the BSE Limited. It has paid the Annual Listing Fees for the year 2024-25 to BSE Limited.
10. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION
This Clause is not applicable to the Company.
11. DETAILS IN RESPECT TO ADEQUACY OF INTERNAL CONTROLS
The Company has built adequate internal control systems towards achieving efficiency and effectiveness in operations, optimum utilization of resources, cost reduction and effective monitoring thereof as well as compliance with all applicable laws.
The internal control mechanisms comprise a well-defined organization structure, documented policy guidelines, pre-determined authority levels and processes commensurate with size and capacity of the organization, faster decision making and fixing the level of responsibility.
The senior management members meet frequently and undertake extensive checks and report to management. The Board reviews the internal reports and periodically reviews the adequacy of internal controls.
12. HOLDING COMPANY
The Company does not have any Holding Company.
13. DETAILS OF HOLDING SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The company does not have any holding, Subsidiary, Joint Ventures and Associates Company
14. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES
This Clause is not applicable to the company
15. INDEPENDENT DIRECTOR
The Company has complied with the definition of Independence according to the provisions of Section 149(6) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has also obtained declarations from all Independent Directors pursuant to Section 149(7) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All Independent Directors have provided declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
16. PUBLIC DEPOSITS
During the year under review, your Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposit) Rules, 2014 made there-under and, as such, no amount of principal or interest was outstanding on the date of the Balance Sheet and also on the date of this Report.
17. SHARE CAPITAL
A. AUTHORIZED SHARE CAPITAL
During the year under review, there has been no change in authorized share capital of the Company.
During the year under review, the Authorized share capital of the company was Rs. 9,00,00,000 divided in to 90,00,000 Equity Shares of Rs. 10/ - each.
As on the end of the financial year i.e. March 31, 2024, the authorized share capital of the Company was Rs. 90,00,000 Equity Share of Rs. 10/ - each.
Shareholding as on 31.03.2024:
B. ALLOTMENTS MADE DURING THE YEAR
During the year under review, The Company has made allotment of Equity Share by making an Initial Public Offer.
The Company has raised the funds by making an Initial Public Offering of Rs. 42,21,00,000 consisting of 24,12,000 Equity Shares of Rs. 10 each/- at a premium of Rs. 165/ - per share.
During the year under review, the post IPO, Paid Up Share Capital of the Company is Rs. 8,04,00,000/- consisting of 80,40,000 Equity Share of Rs. 10/- each.
As on the end of the financial year i.e. March 31, 2024, the Paid-Up share capital of the Company was Rs. 8,04,00,000 Equity Share of Rs. 10/- each.
C. ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS
During the year, the company has not issued any equity shares with differential rights pursuant to Section 43 of the Companies Act, 2013 read with Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014, therefore, no disclosure is required to be given.
D. ISSUE OF EMPLOYEE STOCK OPTIONS
During the year, the company has not issued any stock options to its employees pursuant to Section 62(1)(b) read with Rule 129(9) of the Companies (Share Capital and Debentures) Rules, 2014, therefore, no disclosure is required to be given.
E. ISSUE OF SWEAT EQUITY SHARES
During the year, the company has not issued any sweat equity shares pursuant to Section 54 of the Companies Act, 2013 read with Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014, therefore, no disclosure is required to be given.
F. PURCHASE OF ITS OWN SECURITIES BY THE COMPANY
During the year, the company has not purchased its own securities pursuant to Section 68 of the Companies Act, 2013 read with Rule 17 of the Companies (Share Capital and Debentures) Rules, 2014, therefore, no disclosure is required to be given.
18. AUDITORS STATUTORY AUDITORS
M/S. D G M S & Co. (FRN: 112187W ) Chartered Accountants, as an Statutory Auditor of the Company to hold office for a one term of Five Consecutive Years beginning from the conclusion of the First Annual General Meeting of the Company till the conclusion of Annual General Meeting of the Company to be held in 2027 - 28, at such remuneration as may be agreed upon between the Board of Directors and Statutory Auditors, in addition to the reimbursement of service tax and actual out of pocket expenses incurred in relation with the audit of accounts of the Company.
AUDITORS' REPORT
All observations made in the Auditors' Report and notes forming part of the Financial Statements are self-explanatory and do not call for any further comments. The Statutory Auditors have not made any qualifications or reservations in their Independent Auditors' Report.
The financial statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under section 133 of the Act. The Company has received an unmodified opinion in the Auditors' Report for the financial year 2023-24.
SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other applicable provisions, if any, Secretarial Audit is applicable to the Company for the Financial Year 2023-24. M/s. Jinang Shah & Associates, Ahmedabad is hereby appointed as Secretarial Auditor of the Company.
19. WEBSITE
In compliance with the Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 the Company has maintained a functional website namely https://bizoticgroup.eom// containing information about the Company.
20. EXTRACT OF ANNUAL RETURN
As provided under Section 92(3) and Section 134 (3) (a) of the Companies Act, 2013, the extract of annual return in Form MGT-9 is available on the website of the Company at https://bizoticgroup.eom//
21. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of the Company has been duly constituted in accordance with the applicable provisions of the Companies Act, 2013.
There were changes in the composition of Board during the year and from the end of financial year 2024 up to the date of this report.
As on 31st March, 2024, The Board of Directors and Key Managerial Personnel consists of following members: -
As on the date of this Report, The Company has 6 (Six) Directors and KMPs consisting of 3 (Three) Non- Executive Independent Directors, 1 (One) Non-Executive Director, 1 (One) Executive Director, 1 (One) Managing Director, 1 (One) Chief Financial Officer.
Ms. Shivani Maheshkumar Vyas, Company Secretary and Compliance Officer of the company has resigned w.e.f. 30th April, 2024.
22. DIRECTOR RETIRING BY ROTATION
Mr. Mohit Kailashchandra Agarwal (DIN: 06425687) Non - Executive Director and is retiring by rotation at the ensuing Annual General Meeting. Being eligible, they offer himself for re-appointment pursuant to the provisions of Section 152 of the Companies Act, 2013.
23. MEETINGS OF BOARD OF DIRECTORS
The Company has conducted 12 (Twelve) Board Meeting during financial year review and the intervening gap between two consequent Board Meetings were not more than 120 days, as required under section 173(1) of the Companies Act, 2013.
24. MEMBER'S MEETING
25. COMMITTEE MEETING
As on March 31, 2024, the Board had three Committees namely, Audit Committee, Nomination and Remuneration Committee and Stakeholder's Relationship Committee. The Composition of all the Committees is in line with the requirement of the Act. During the year, all the recommendations made by the Committees were approved by the Board.
I. AUDIT COMMITTEE:
The Audit Committee is having following member.
The terms of reference of the Audit Committee are in conformity with the provisions of Section 177 and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder. During the year under review, Two Audit Committee Meetings was held which was attended by all the members of Audit Committee
II. NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee is having following member.
The terms of reference of the Nomination and Remuneration Committee are in conformity with the provisions of Section 178 of the Companies Act, 2013 and Rules made thereunder. During the year under review, two meetings of Nomination and Remuneration Committee were held. which were attended by all the members of Nomination and Remuneration Committee.
III. STAKEHOLDER'S RELATIONSHIP COMMITTEE
The Stakeholder's Relationship Committee is having following member.
The terms of reference of the Stakeholder's Relationship Committee are in conformity with the provisions of the Companies Act, 2013 and Rules made thereunder. During the year under review, one meetings of Stakeholder's Relationship Committee were held which were attended by all the members of Nomination and Remuneration Committee.
26. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY
There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and therefore no disclosure is required to be made.
27. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the year, the Company has entered into any contract or arrangements with the Related Parties during the year under Section 188 read with section 2 (76) of the Companies Act, 2013.
The Company has entered into transactions with related parties referred to in sub- section (1) of section 188 of the Companies Act, 2013 and the same is detailed in the Form AOC-2 as forming part of this report.
28. REMUNERATION PAID TO DIRECTORS & PARTICULERS OF EMPLOYEES:
A) Executive Directors: The remuneration paid to the Executive Directors for the financial year ended 31st March 2024 is as follows:
Mr. Sanjay Mahavirprasad Gupta, Managing Director: Salary Rs.12,00,000 (Twelve Lakhs), and Ms. Inderpreet Kaur Gulati, CFO: Salary Rs. 15,00,000 (Fifteen Lakhs) and Ms. Shivani Vyas, CS: Salary: Rs. 4,80,000 (Four Lakhs Eighty Thousand)
B) Non-Executive Directors: The Company has paid sitting fees for attending the meetings of the Board and/ or Committees thereof, to all Non-executive Directors, namely:
Ms. Juhi Sawajani- Non-Executive Independent Director of the Board: Rs.
48.000 (Forty-Eight Thousand)
Ms. Avani Ashwinkumar Shah - Non-Executive Independent Director: Rs.
Mr. Hareshkumar Shamjibhai Suthar - Non-Executive Independent Director: Rs. 48,000 (Forty-Eight Thousand)
Non-executive Directors did not have any other material pecuniary relationship or transaction vis-a-vis the Company during the year except as stated above.
Disclosure under Section 197(12) and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
> Ratio of remuneration of each director to the median remuneration of the employees of the company for the financial year ended 31st March, 2024: NIL
> The percentage increase in remuneration of each director, CFO, CEO, Company Secretary or Manager, if any, in the financial year 2023-24: NIL
> Percentage increase in median remuneration of employees in the financial year 2023- 24: NIL
> The number of permanent employees on the rolls of the Company as at March 31, 2024: 42
Affirmation that the remuneration is as per the remuneration policy of the company: Pursuant to Rule 5(1)(Xii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, it is affirmed that the remuneration paid to the Directors, Key Managerial Personnel and senior management is as per the Remuneration Policy of the Company.
29. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE STATUTORY AUDITORS OR SECRETARIAL AUDITOR IN THEIR REPORT
These were no qualifications, reservations or adverse remarks made by the Statutory Auditors in their report. The provisions relating to submission of Secretarial Audit Report is not applicable to the Company.
30. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company does not meet the criteria for CSR as prescribed under section 135 and schedule VII of the Act and the rules prescribed there under. Hence, the disclosure of the details about the policy developed and implemented by The Company on CSR initiatives taken during the financial year is not applicable.
31. AUDIT COMMITTEE AND NOMINATION AND REMUNERATION COMMITTEE
The provisions of Section 177 and 178 (1) of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meetings of the Board and its Power Rules, 2013 are applicable to the Company.
32. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of clause (c) of subsection (3) of Section 134 of the Companies Act, 2013, the Board of Directors of the Company informed the members that:
(i) In the preparation of the annual accounts for the Financial Year ended March 31, 2024. the applicable accounting standards had been followed along with proper explanation relating to material departures;
(ii) 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,
(iii) 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;
(iv) The directors had prepared the annual accounts on a going concern basis; and
(v) 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; and
(vi) internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively
33. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT:
The Company has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.
The Company has in place adequate internal financial controls with reference to financial statements. The Company's internal control systems, including internal financial controls, are commensurate with the nature of its business and the size and complexity of its operations and the same are adequate and operating effectively.
These systems are periodically tested and no reportable material weakness in the design or operation was observed. The Audit Committee reviews adequacy and effectiveness of the Company's internal control system including internal financial controls.
34. SEBI COMPLAINTS REDRESS SYSTEM (SCORES)
The investor complaints are processed in a centralized web-based complaints redressal system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SEBI SCORES Portal and makes every effort to resolve all investor complaints received through SCORES portal or otherwise within the statutory time limit from the receipt of the complaint. The Company has received NIL complaint through the SCORES portal during financial year 2023-24.
35. GREEN INITIATIVE
In compliance with Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Notice of the AGM along with the Annual Report 2023-24 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/Depositories. Members may note that the Notice and Annual Report 2023-24 will also be available on the Company's website https://bizoticgroup.com//
36. CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING
The Board of Directors has adopted the Insider Trading Policy in accordance with the requirement of the Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. 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 consequences of disclosures to be made while dealing with shares of the Company as well as 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's shares.
The Insider Trading Policy of the Company covering the "Code of practices and procedures for Fair disclosures of unpublished price sensitive information" is available on the website https://bizoticgroup.eom//.
37. STRUCTURED DIGITAL DATABASE (SDD)
Maintenance of Structured Digital Database ("SDD") has been mandatory since April 1, 2019 in view of the relevant provisions under the SEBI (Prohibition of Insider Trading) Regulations, 2015 ('PIT Regulations'). The Company Have Installed SDD Services. The Company regularly updates entries in this software and submitted report quarterly to stock exchanges under Regulation 3(5) & (6) of SEBI PIT Regulations.
THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR
During the Financial Year 2023-24, there was no application made and proceeding initiated pending under the Insolvency and Bankruptcy Code, 2016, by any Financial and/ or Operational Creditors against the Company.
As on the date of this report, there is no application or proceeding pending against the company under the Insolvency and Bankruptcy Code, 2016.
38. BOARD EVALUTION
This year too, the Board of Directors went through an elaborate process of evaluating its own effectiveness. Accordingly, formal evaluation of Board's, it's Committee and Directors performance is carried out annually. This was designed to ensure, amongst other things, that the Board, its Committees and each Director continue to contribute effectively.
As per Section 134(3)(p) of the Act, a statement indicating the manner in which formal annual evaluation was made by the Board of their performance and that of its Committees and individual Directors, has to be furnished to the Members as part of the Board's Report.
As per provisions of Section 178(2) of the Act, Nomination and Remuneration Committee shall specify the manner for effective evaluation of performance of Board, its Committees and individual Directors to be carried out. Further, the Independent Directors, as part of their mandate under Schedule IV of the Act, need to make an evaluation of performance of the Board, it's Committee and constituents of the Board apart from their self-evaluation. Under this process, a structured questionnaire was prepared after taking into consideration inputs received from the Directors, setting out parameters of evaluation; the questionnaire for evaluation is to be filled in, consolidated and discussed with the Chairman. The evaluation by the Independent Directors has been undertaken at the time of appointment. The Board of Directors undertook evaluation of Independent Directors at their meeting held on December 05th, 2023 and placed on its record that the Independent Directors have the requisite qualification, expertise and track record for performing their duties as envisaged under the Law, and they add value in the decision-making process of the Board.
The criteria for evaluation of performance of Directors, the Board as a whole and the Board's Committee, as specified by Nomination and Remuneration Committee was done.
39. 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(3) of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the Company during the year under review.
> ENERGY CONSERVATION
i. The steps taken or impact on conservation of energy- The operations of your Company are not energy intensive. However, adequate measures have been initiated to reduce energy consumption.
ii. The steps taken by the company for utilizing alternate sources of energy - The operations of your Company are not energy intensive.
iii. The capital investment on energy conservation equipment's- NIL
> TECHNOLOGY ABSORPTION, ADAPTATION & INNOVATION
i. The efforts made towards technology absorption -NONE.
ii. The benefits derived like product improvement, cost reduction, product development or import substitution - NOT
APPLICABLE.
iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year
a) The details of technology imported- NONE
b) The year of import- NOT APPLICABLE
c) Whether the technology been fully absorbed- NOT
APPLICABLE
d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof - NOT APPLICABLE
iv. The expenditure incurred on Research and Development -NIL
40. PARTICULARS OF EMPLOYEES
During the year under review, no employee was in receipt of remuneration exceeding the limits as prescribed under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.The information pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 relating to median employee's remuneration is made available at the corporate office of the Company during working hours for a period of twenty-one (21) days before the date of the meeting.
41. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has always believed in providing a safe and harassment-free workplace for every individual working in the Company. The Company has complied with the applicable provisions of the aforesaid Act, including constitution of the Internal Complaints Committee. 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. All employees (permanent, contractual, temporary and trainees) are covered under this Policy. The Policy is gender neutral. We are pleased to inform you that no complaints pertaining to sexual harassment were received during the Financial Year 2023-24.
42. RISK MANAGEMENT
Risk Management is the process of identification, assessment and promotion of asks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/ or impact of unfortunate events or to maximize the realization of opportunities. The Company ensures risks are identified by the Company and its mitigation process/ measures are formulated in the areas from time to time, as may be required.
43. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
The Company has a 'Whistle Blower Policy'/ 'Vigil Mechanism' in place. The objective of the Vigil Mechanism is to provide the employees, Directors, customers, contractors and other stakeholders of the Company an impartial and fair avenue to raise concerns and seek their redressal, in line with the Company's commitment to the highest possible standards of ethical, moral and legal business conduct and fair dealings with all its stakeholders and constituents and its commitment to open communication channels. The Company is also committed to provide requisite safeguards for the protection of the persons who raise such concerns from reprisals or victimization, for whistle blowing in good faith. The Board of Directors affirms and confirms that no personnel have been denied access to the Audit Committee. the Policy contains the provision for direct access to the Chairman of the Audit Committee in appropriate or exceptional cases.
44. COMPLIANCE WITH THE SECRETARIAL STANDARDS ISSUED BY THEINSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI)
The Company has complied with all the applicable and effective secretarial standards issued by the Institute of Company Secretaries of India (SS-1 & SS-2) and notified by the Central Government.
45. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB SECTION (12) OF SECTION 143 "OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT"
No matters of actual or alleged fraud have been reported by the auditors under sub- section (12) of Section 143 of the Companies Act, 2013.
46. HUMAN RESOURCES:
The Company has established an organization structure that is agile and focused on delivering business results. With regular communication and sustained efforts, it is ensuring that employees are aligned on common objectives and have the right information on business evolution.
47. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR
The provisions of Section 149 pertaining to the appointment of Independent Directors are apply to the Company. Ms. Avani Ashwinkumar Shah, Ms. Juhi Sawajani and Mr. Hareshkumar Shamjibhai Suthar were appointed as Independent and Non- Executive Director of the company with effect from 31st December, 2022.
The Independent Directors met on 05th December, 2024, inter-alia, to discuss the quality, quantity and timeliness of flow of information between the Company Management and the Board of Directors that is necessary for the Board of Directors to effectively and reasonably perform their duties. All the Independent Directors were present at the Meeting.
48. DISCLOSURE, AS TO WHETHER MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013, IS REQUIRED BY THE COMPANY AND ACCORDINGLY SUCH ACCOUNTS AND RECORDS ARE MADE AND MAINTAINED
The provisions of Section 148(1) of the Companies Act 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the maintenance of cost records is not mandated for the products manufactured by the Company.
49. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR
During the year under review, the Company has not filed any application nor as having any pending proceedings under the Insolvency and Bankruptcy Code, 2016.
50. CORPORATE GOVERNANCE:
In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 exempts companies which have listed their specified securities on SME Exchange from compliance with corporate governance provisions.
Since the equity share capital of your Company is listed exclusively on the SME Platform of BSE, the Company is exempted from compliance with Corporate Governance requirements, and accordingly the reporting requirements like Corporate Governance Report, Business Responsibility Report etc. are not applicable to the Company.
51. 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
This Clause is not applicable to the company.
52. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Management Discussion and Analysis Report, which gives a detailed account of state of affairs of the Company's operations forms part of this Annual Report.
53. OTHER DISCLOSURES/REPORTING:
The Directors state that disclosure or reporting is required in respect of the following items as there is an events/instances/transactions occurred on these items during the year under review:
a) Material changes and commitments, as Company has Successfully Completed its listing on BSE SME platform through initial public offering platform where the IPO has been subscribed by 1.87 times in compare to the actual public offering which shows the trust and faith of all stakeholders and investors in the company.
b) Details relating to deposits covered under Chapter V of the Act;
c) Voting rights which are not directly exercised by the employees in respect of shares for the subscription/purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Act);
d) 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; and
e) Details in respect of frauds reported by the Auditors under section 143(12) other than those which are reportable to the Central Government, as there were no such frauds reported by the Auditors
54. CAUTIONARY STATEMENTS:
Statements in this Annual Report, particularly those which relate to Management Discussion and Analysis describing the Company's objectives, projections, estimates and expectations may constitute „forward looking statements" within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.
55. ACKNOWLEDGEMENT
We thank our customers, vendors, investors, service providers and bankers for their support during the year, without the respective contributions of which, the Company would not have been able to reach the current position. We are humble in acknowledging the participation and involvement of each one of them, and due to the existence of several such parties, your directors do not intend making any special mention of any one or few of them, but however, expect the continued co-operation and involvement with company's activities in the future as well. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, leadership, co-operation and support.
Your directors wish to thank the Government Authorities and the various Government Agencies for their support and valuable guidance provided to the Company and look forward to their continued support in the future.