To The Members,
Aztec Fluids & Machinery Limited
Your directors have pleasure in submitting this 14th Annual Report of the Company together with the Audited Statements of Accounts for the period ended 31st March, 2024.
1. FINANCIAL RESULTS:
2. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:
The continuous efforts of management led to fruitful and positive results. During the year under review, Revenue from Operations has gone up to Rs 6768.02 Lacs against Rs. 5426.11 Lacs in the previous year. As a result, the profit before interest, depreciation, managerial remuneration, taxation has reached a level of the figures which has gone up to Rs. 1022.95 Lacs against Rs. 619.71 for the previous year. However, the profit for the year has gone up to Rs. 613.41 Lacs against Rs. 319.22 for the previous year mainly due to increase of non-operating expense or balance written off. After adjusting all amounts balance of Rs 1139.55 Lacs has been carried forward to the next year.
Your Directors are making all the possible efforts to expand the business of the company, optimize expenses and hereby hope to make better performance in the years to come.
3. CHANGE IN NATURE OF BUSINESS:
During the year under review, Company has not changed it's nature of business of the Company.
4. DIVIDEND
The Board of Directors of the Company has declared and paid interim Dividend of Rs. 15 per equity share i.e. 150% on face value of Rs. 10/- each during the financial year 2023-24. The Board proposed to ratify the said interim dividend to the shareholders of the Company at the ensuing Annual General Meeting.
5. RESERVES
During the financial year 2023-24, the Board does not propose to transfer any amount to the Reserves.
6. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The particulars of loans and investments have been disclosed in the financial statements. However, during the year under review Company has not given any guarantee or security.
7. RELATED PARTY TRANSACTIONS
During the year under review, the Company has entered into an agreements/ arrangement with related parties. The details of the same is mentioned in Form AOC-2 which is enclosed as Annexure-1 to this Director's report.
8. LISTING ON STOCK EXCHANGE:
After the closure of financial year, in order to achieve the benefits of listing the Equity Shares on the Stock Exchange and to avail benefit of more liquidity and visibility in the shares of your Company as well as provide a public market for the equity shares in India, the shares of the Company were listed on SME Platform of BSE Limited. Company has issued 36,00,000 equity shares of Rs. 10/- each at a premium of Rs. 57/- per share through IPO. The said equity shares of the Company were traded on the stock exchange with effect from 17th May, 2024.
9. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.
10. INTERNAL CONTROL SYSTEMS
The Company has an adequate system of internal financial control procedures which is commensurate with the size and nature of business. However, Company has not appointed Internal Auditor as the said provisions are not applicable to the Company.
11. DEPOSITS
The Company has neither accepted nor renewed any deposits from public during the year under review.
12. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
Pursuant to Section 149(6) of the Companies Act, 2013, Independent Directors of the Company has submitted declarations confirming the compliance of the conditions of the independence stipulated in the aforesaid section read with Schedule IV of the Companies Act, 2013.
13. DETAILS OF COMPOSITION OF AUDIT COMMITTEE, NOMINATION AND
REMUNERATION COMMITTEE AND STAKEHOLDERS' RELATIONSHIP COMMITTEE.
i) AUDIT COMMITTEE:
The Audit Committee of the Company is constituted in line with the provisions of Section 177 of the Companies Act, 2013 as on 15th December, 2023. The composition of audit committee is given below:
Audit Committee Meetings were not held during the year.
ii) NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee of the Company is constituted in line with the provisions of Section 178 of the Companies Act, 2013 as on 15th December, 2023. The composition of Nomination and Remuneration Committee is given below:
Nomination and Remuneration Committee Meetings were not held during the year.
iii) STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee of the Company is constituted in line with the provisions of Section 178(5) of the Companies Act, 2013 as on 15th December, 2023. The composition of Stakeholders Relationship Committee is given below:
Stakeholders Relationship Committee Meetings were not held during the year.
14. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES
The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable to the Company.
15. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
Mr. Pulin Vaidhya (DIN: 03012651), Managing Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.
During the year Mr. Ashish Anantray Shah was appointed as an Additional Independent Director on 15th December, 2023, Mr. Milan Desai was appointed as an Additional Independent Director on 15th December, 2023 as per the requirement of the provisions of the Companies Act, 2013 approval of the shareholders is required to be obtained in the general meeting of the Company. Necessary resolutions were therefore proposed in the Extra-Ordinary General Meeting held on 06th January, 2024 to change in designation from Additional Independent Director to Independent Director of the Company for their first term of 5 consecutive years from 15th December, 2023 to 14th December, 2028.
Mr. Kumudchandra Bhawandas Vaidya was appointed as an Additional Director on 06th November, 2023 necessary resolutions was therefore proposed in the Extra-Ordinary General Meeting held on 08th November, 2023 to change in designation from Additional Director to Director of the Company and Mr. Harsh Tejeenath Rawal was appointed as a Chief Financial Officer on 25th November, 2023. Further Ms. Rekha Jhanwar was appointed as Company Secretary of the Company w.e.f. 15th December, 2023 and after the closure of financial year she has resigned as a Company Secretary of the Company w.e.f. 2nd July, 2024.
After the closure of the financial year Ms. Ushma Dudani having membership no. 21452 was appointed as a Company Secretary of the Company.
There being no other changes in Directorship and KMP during the year under review.
16. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability confirm and state that
i. In the preparation of the annual accounts, 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 loss of the company for that period; iii. The Directors have 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; v. 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; and vi. 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.
17. APPOINTMENT AND REMUNERATION POLICY:
The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy and defined the scope of the Committee which is in line with the provisions of the Companies Act, 2013. The policy is available on Company's website at www.aztecindia.org and weblink for the same is http://aztecindia/for-appointment-of-directors-kmp-and-senior- management-employees.pdf
18. STATUTORY AUDITORS
Pursuant to provisions of Section 139 of the Companies Act, 2013 and the rules framed there under, M/s. K A R M A & CO. LLP, Chartered Accountants, (FRN : 127544W/W1100376) were appointed as statutory Auditors of the Company to fill the casual vacancy created due to resignation of M/s. Rachin M. Shah & Co., Chartered Accountants as a Statutory Auditors of the Company at the Extra- ordinary General Meeting of the Company held on 08th November, 2023 and hold the office till the conclusion of the Annual General Meeting to be held for the financial year 2023 - 24. Your Directors proposed the members of the Company to appoint M/s. K A R M A & CO. LLP, Chartered Accountants, (FRN : 127544W/W1100376) as a Statutory Auditors of the Company for a period of 5 consecutive years at the ensuing Annual General Meeting of the Company.
19. COMMENT ON AUDITORS' REPORT
The Auditors' Report to the Shareholders does not contain any qualification. There were no reservations or adverse remarks made by the Auditors in their report.
20. ANNUAL RETURN
As per provisions of Section 92(3) Annual Return of the Company for the financial year ended on March 31, 2024 is placed on the website of the Company and the same can be accessed through https://www.aztecfluids.com/ www.aztecindia.org .
21. DETAILS OF SUBSIDIARY COMPANIES / ASSOCIATE COMPANIES / JOINT VENTURE
Pursuant to the provisions of the Companies Act, 2013, the Company does not have any subsidiary/ joint ventures/associate companies during the financial year under review.
22. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES
AND JOINT VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT
Since the Company does not have any Subsidiary / Joint Ventures / Associate Concerns, no financial position of such concern(s) are required to be included in the financial statement.
23. BOARD MEETINGS:
The Board of Directors met 11 (Eleven) times during the year. The details of the meeting are as below:
24. SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by Regulators, Courts or Tribunals impacting the going concern status and company's operations in future.
25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The Company has no activity pertaining to energy conservation or technology absorption. Details of foreign exchange earnings and outgo are as follows:
Foreign exchange earnings and Outgo:
Foreign Exchange Earning: Rs. 5,41,16,092 Foreign Exchange Outgo : Rs. 35,09,00,431.80
26. RISK MANAGEMENT
The Board is of the opinion that no risk element exists which adversely affects the business of the Company and therefore, Company has not developed Risk Management Policy.
27. MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT
UNDER SUB SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013 AND STATUS OF THE SAME:
The provisions regarding maintenance of cost records as specified by the Central Government under sub section (1) of section 148 of the Companies Act, 2013 are not applicable to the Company.
28. CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEE UNDER THE SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The provisions regarding establishment of Internal Complaint Committee under the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013 are not applicable to the Company. However, your directors ensure safety of women at work place.
29. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE FINANCIAL YEAR:
During the year under review, the Company has not made any application before the National Company Law Tribunal under Insolvency and Bankruptcy Code, 2016 for recovery of outstanding loans against customer and there is no pending proceeding against the Company under Insolvency and Bankruptcy Code, 2016.
30. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME
OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF DURING THE FINANCIAL YEAR:
It is not applicable to the Company, during the financial year.
31. COMPLIANCE WITH SECRETARIAL STANDARDS:
Your Directors confirm that, Company complies with applicable mandatory secretarial standards issued by the Institute of Company Secretaries of India.
32. VIGIL MECHANISM:
During the year under review, Company has not established vigil mechanism system as the said provisions are not applicable to the Company.
33. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF
SECTION 143 OTHAR THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:
During the year under review, no frauds were reported by the auditor to the board.
34. INCREASE IN SHARE CAPITAL:
During the financial year Company has increased it's Authorized Share Capital from Rs. 2 Crores to Rs 14 Crores and also increased it's issued, subscribed and paid-up share capital from Rs. 2 Crores to Rs 10 Crores by way of issuance of 80,00,000 Bonus Shares to the shareholders of the Company.
35. ACKNOWLEDGEMENT
Your Directors are thankful to the Bankers and concerned government departments / agencies for the co-operation and support extended by them to the Company throughout the year.
For and on behalf of the Board of Directors