To The Members
Nibe Ordnance and Maritime Limited Mumbai
Your Directors have pleasure in presenting their 39th Annual Report together with the Audited Financial Statements of the Company for the Year ended March 31, 2024.
FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY
The Key highlights of financial performance of the Company for the financial year 2023-24 are tabulated below:
(Rs. in Lakhs)
STATE OF AFFAIRS OF THE COMPANY:
During the financial year 2023-24 under review the total Income has been decreased to 1.00/- Lakhs as compared to the previous year i.e., 12.40/- Lakhs. The Company's net loss before tax is for the current financial year was at (19.92)/- as compared to previous figures i.e., (20.83)/- Lakhs. The Company's net loss after tax for current financial year (19.91)/- Lakhs as compared to amount to (20.82)/- to the previous year.
TRANSFER TO RESERVE
The Company has not transfer any amount to the General Reserve for the financial year 2023-24.
DIVIDEND:
In view of losses incurred during the financial year, the Board does not recommend any dividend for the financial year 2023-24.
SHARE CAPITAL:
The Authorized Share Capital of the Company as on March 31, 2024, was Rs. 13,00,00,000/- (Thirteen Crores only) comprising of 1,30,00,000 (One Crore Thirty Lakhs) equity Shares of Rs. 10/- each.
The paid-up Share Capital as on March 31, 2024, was Rs. 1,20,00,000 (One Crore Twenty Lakhs) consisting of 12,00,000 (Twelve Lakhs) Equity shares of Rs. 10 each fully paid-up.
During the year under review, the Company has not issued any further shares.
The Company has not issued shares with differential voting rights during the year under review.
The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.
The Company has not bought back any of its securities during the year under review.
CHANGES IN THE NATURE OF BUSINESS:
During the financial year under review, there was no change in the nature of business of the company.
LISTING FEES:
Your Company's equity shares are listed on BSE Limited (Scrip Code: 512091).
Further, your Company has paid the requisite Annual Listing Fees to the exchange where its securities are listed and also to the depositories.
PUBLIC DEPOSITS:
Your Company has not accepted or renew any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 for the financial year 2023-24.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
Your Company has an adequate Internal Control System, commensurate with the size, scale and complexity of its operations. The scope of work includes review of process for safeguarding the assets of the Company, review of operational efficiency effectiveness of systems and processes, and assessing the internal control strengths in all areas.
CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:
In pursuance of the provision of Section 135 of the Companies Act, 2013, the CSR provisions are not applicable to your Company during the financial year.
EXTRACT OF ANNUAL RETURN
Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the annual return is placed on the website of the Company and can be accessed at http://www.anshuni.com/sebiregulations.html.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES (IF ANY)
As on March 31, 2024 the Company has No Subsidiary / Joint Ventures / Associate Companies as defined under the Act.
DIRECTOR'S RESPONSIBILITY STATEMENT:
In terms of Section 134 (5) of the Companies Act, 2013, the Directors would like to state that: i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year under review. 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 have 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. vi) The Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system was adequate and operating effectively.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGOINGS:
The information under section 134(3) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 for the year ended 31st March, 2024 is given below:
Conservation of Energy i) The steps taken or impact on conservation of energy:
The Company is taking due care for using electricity in the office. The Company usually takes care for optimum utilization of energy. No capital investment on energy conservation equipment made during the financial year. ii) The steps taken by the Company for utilizing alternate sources of energy: No alternate source utilized during the year. iii) The capital investment on energy conservation equipment's: There is no capital investment made by the Company on energy conservation equipment's.
Technology Absorption i) The efforts made towards technology absorption: No specific activities have been done by the Company. ii) The benefits derived like product improvement, cost reduction, product development or import substitution: No specific activity has been done by the Company. iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): NA. iv) The expenditure incurred in Research and Development: Nil.
Foreign Exchange Earnings and out-go
There are no Foreign Exchange Earnings and outgo during the Financial Year 2023-24.
RELATED PARTY TRANSACTIONS:
All transactions entered with Related Parties during the financial year 2023-2024 were on an arm's length basis and in the ordinary course of business and the provisions of Section 188 of the Companies Act, 2013 are not attracted. Further, during the year under review, there are no materially significant related party transactions which may have a potential conflict with the interest of the Company at large. Accordingly, the disclosure required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable to the Company.
The policy on Related Party Transactions, as approved by the Board, is uploaded on the Company's website and may be accessed at the below link: https://www.anshuni.com/policy/Related%20Party%20Transaction%20Policy.pdf The details of the transactions with related parties pursuant to Accounting Standard during financial year 2023-24 are provided in notes to the accompanying financial statements.
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 WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF REPORT:
During the financial year under review no significant and material changes have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.
AUDITORS:
M/s Jay Gupta & Associates, Chartered Accountants (Firm Registration No. 329001E) have tendered their resignation as the Statutory Auditor of the Company w.e.f. August 12, 2024.
To fill up the casual vacancy, the Board of Directors of the Company at its Meeting held on September, 21, 2024, appointed M/s Kailash Chand Jain & Co., Chartered Accountants, (Firm Registration No. 112318W) on the recommendation of Audit Committee, subject to the approval of the Members at the ensuing Annual General Meeting.
Necessary resolution to appoint M/s Kailash Chand Jain & Co., Chartered Accountants, as Statutory Auditors has been incorporated in the notice of the ensuing 39th Annual General Meeting.
The Auditors' Report for the Financial Year ended March 31, 2024 submitted by the M/s. Jay Gupta & Associates, Chartered Accountants does not contain any qualification, reservation or adverse remark.
AUDITOR'S REPORT:
The Auditors' Report does not contain any qualification, reservation or adverse remark.
SECRETARIAL AUDIT:
The Board had appointed M/s. S.A. & Associates (C.P No. 3173), Practicing Company Secretary, to carry out secretarial audit Pursuant to provision of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit report is annexed herewith as "Annexure A" The Auditors' Report does not contain any qualification, reservation or adverse remark
INTERNAL AUDITOR:
M/s. Majumder & Associates, (FRN: 332321E), Chartered Accountants, Internal Auditors of the Company have carried out audit on various expense heads of the Company. The findings of the Internal Auditors are discussed on an on-going basis in the meetings of the Audit Committee and corrective actions are taken as per the directions of the Audit Committee.
COST AUDITOR:
The Board of Directors of the Company here confirmed that according to the Companies working and business, the Company does not require to appoint the Cost Auditor as per the Section 148 of the Companies Act, 2013.
COST RECORDS:
Your Company is not required to maintain Cost Records as specified by the Central Government u/s 148 (1) of the Companies Act, 2013.
FRAUDS REPORTED BY AUDITOR:
There were no frauds reported by the Auditors under sub-section (12) of Section 143 of Companies Act, 2013.
DIRECTORS' REMUNERATION POLICY AND CRITERIA FOR MATTERS UNDER SECTION 178
The Committee has formulated the Nomination and Remuneration Policy which broadly laid down the various principles of remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178 and covers the procedure for selection, appointment and compensation structure of Board members, Key Managerial Personnel (KMPs) and Senior Management Personnel (SMPs) of your Company. The policy as approved by the Board, is uploaded on the Company's website and may be accessed at the link: https://www.anshuni.com/ sebiregulations/Remuneration%20criteria%20for%20Non-Executive%20Directors.pdf .
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
Your Company believes in promoting a fair, transparent, ethical and professional work environment. The Board of Directors of the Company has established a Whistle Blower Policy & Vigil Mechanism, in accordance with the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and SEBI (LODR) Regulations, 2015 for reporting the genuine concerns or grievances or concerns of actual or suspected, fraud or violation of the Company's Code of Conduct. The said Mechanism is established for directors and employees to report their concerns. The policy provides the procedure and other details required to be known for the purpose of reporting such grievances or concerns. The same is uploaded on the website of the Company https://www.anshuni.com/policy/Whistle%20blower%20&%20vigil% 20mechanism.pdf
PROTECTION OF WOMEN AGAINST SEXUAL HARASSMENT:
Your Company is committed to provide and promote a safe, healthy and congenial atmosphere irrespective of gender, caste, creed or social class of the employees.
The Company has in place an Anti-Sexual Harassment Policy as per the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. During the year under review, no complaints of sexual harassment have been received by the company. The same is uploaded on the website of the Company https://www.anshuni.com/ sebiregulations/Anti-Sexual-Harassment-Policy.pdf
CODE OF CONDUCT TO REGULATE, MONITOR AND REPORT TRADING BY INSIDERS:
Your company has in place the code of conduct to regulate, monitor and report trading by Directors and Designated Employees in order to protect the investor's interest as per Securities and Exchange of Board of India (Prohibition of Insider Trading) Regulations, 2015. As per the code periodical disclosures and pre-clearances for trading in securities by the Directors, Designated Employees and Connected Persons are regulated and monitored.
RISK MANAGEMENT POLICY:
The Company's robust risk management framework identifies and evaluates all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, legal, regulatory, reputational and other risks. The Company recognizes that these risks need to be managed and mitigated to protect its shareholders and other stakeholders, to achieve its business objectives and enable sustainable growth. The risk framework is aimed at effectively mitigating the Company's various business and operational risks, through strategic actions. Risk management is integral part of our critical business activities, functions and processes.
The risks are reviewed for the change in the nature and extent of the major risks identified since the last assessment. It also provides control measures for risks and future action plans. The Company believes that the overall risk exposure of present and future risks remains within risk capacity.
HUMAN RESOURCES:
Your company believe that the employees are key contributors to the success of the business. Your company focus on attracting and retaining the best possible talent. This attribute helps employees garner a sense of brotherhood with the management which ultimately produces exemplary results for the entire organization. Company's manpower is a prudent mix of the experienced and youth which gives the dual advantage of stability and growth. Entire work processes and skilled, semi-skilled and unskilled resources together with management team have enabled to implement your company's growth plans. Your Company believes that the human resources are a very important part of its strengths and hence ensures that all facilities like EPFO, ESIC, Leave, Entitlement and other facilities, uniforms, safety equipment is provided to all staff as applicable. Housing facility is available for outstation employees.
PARTICULARS OF EMPLOYEES:
As required under the provisions of Companies Act, 2013 and Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there are no employee falling under the above category, thus no information is required to be given in the report.
RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN REMUNERATION OF THE EMPLOYEES OF THE COMPANY FOR THE FINANCIAL YEAR 2023-24:
The information required pursuant to section 197(12) read with Rule 5(1)(i) of the Companies (Appointment and Remuneration) Rules 2014 in respect of ratio of remuneration of each director to the median remuneration of the employee of the Company for the financial year 2023-24 forms part of this report as "Annexure-B".
SIGNIFICANTAND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY:
No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status of the Company and its future operation.
BOARD EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulation, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration.
The result of the evaluation done by Independent Directors was reported to the Chairman of the Board. It was reported that the performance evaluation of the Board & Committee's was satisfactory. The Chairman of the Board provided feedback to the Directors on an individual basis, as appropriate. The Directors expressed their satisfaction with the evaluation process.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Details of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:
In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Management's discussion and analysis is presented in a separate section forming part of the Annual Report.
BOARD OF DIRECTORS:
The Company is managed by well-qualified professionals. All directors are suitably qualified, experienced and competent. The members of the Board of Directors are persons with considerable experience and expertise in Audit, Accounts, Finance, Administration and Marketing. The Company is benefitted by the experience and skills of the Board of Directors. The Independent Directors have made disclosures to the Board confirming that there is no material, financial and/or commercial transactions between them and the company which could have potential conflict of interest with the company at large.
Appointment/Re-appointment of Director:
• Mr. Ganesh Ramesh Nibe (DIN: 02932622) Director, who retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible offers himself for re-appointment.
• Ms. Shilpa Ajay Bhatia was appointed as an additional Director in the category of Non- Executive, Independent Director with effect from November 03, 2023 and approved by the members at Extra-ordinary General Meeting held on May 30, 2024.
• Mr. Ganesh Ramesh Nibe was appointed as an additional Director in the category of Non-Executive, Non Independent Director with effect from January 12, 2024 and approved by the members at Extra-ordinary General Meeting held on May 30, 2024.
• Mr. Venkateswara Gowtama Mannava was appointed as an additional Director in the category of Non-Executive, Non Independent Director with effect from January 12, 2024 and approved by the members at Extra-ordinary General Meeting held on May 30, 2024.
• Mr. Soonil V Bhokare was appointed as an additional Director in the category of Non-Executive, Independent Director with effect from January 12, 2024 and approved by the members at Extra-ordinary General Meeting held on May 30, 2024.
• Mr. Mahesh Panwar was appointed as an additional Director of the Company with effect from April 03, 2024. and appointed as a Whole Time Director which was approved by the members at Extra-ordinary General Meeting held on May 30, 2024.
• Mr. Bhagwan K. Gadade was appointed as an additional Director in the category of Non-Executive, Independent Director with effect from April 03, 2024 and approved by the members at Extra-ordinary General Meeting held on May 30, 2024.
Resignation of Director:
• Mrs. Anjali Sapkal, Independent Director has been resigned from the Directorship of the Company with effect from August 01, 2023.
• Mr. Dipesh Garg, Non- Executive Director has been resigned from the Directorship of the Company with effect from January 12, 2024.
• Mr. Priyesh Garg, Managing Director has been resigned from the Directorship of the Company with effect from January 12, 2024.
Based on the confirmations received from Directors, none of the Directors are disqualified from appointment under Section 164 of the Companies Act, 2013.
DECLARATION BY INDEPENDENT DIRECTORS
All independent directors have given declarations confirming that they meet the criteria of independence as prescribed both under Section 149 of the Companies Act, 2013 and Regulation 16(1) (b) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The familiarization programme aims to provide Independent Directors with the industry scenario, the socio-economic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant developments so as to enable them to take well informed decisions in a timely manner. The familiarization programme also seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes. The same is uploaded on the Company's Website i.e., http://www.anshuni.com/sebiregulations/Policy%20On%20Familiarisation%20of%20Independent%20Directors.pdf.
MEETINGS OF THE BOARD OF DIRECTORS:
The Board meets at regular intervals to discuss and decide on Company/business policies and strategies apart from other Board business. During the year, 10 (Ten) Board Meetings were held. The maximum time gap between any two consecutive meetings did not exceed 120 days. Detailed of Board Meeting held during the financial year ended on March 31, 2024 are as under;
ANNUAL EVALUATION OF BOARD'S PERFORMANCE:
During the year under review, the Board adopted a formal mechanism for evaluating its performance and as well as that of its committees and individual Directors, including the Chairman of the Board. The exercise was carried out through structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board Chairman who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest etc. The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors were carried out by the Independent Directors. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company. Having regard to the industry, size and nature of business your Company is engaged in, the evaluation methodology adopted is, in the opinion of the Board, sufficient, appropriate and is found to be serving the purpose. All the members of the Board and the Management Committee have affirmed their compliance with the Code of Conduct.
DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS A) AUDIT COMMITTEE:
Terms of Reference:
The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013. The composition of the Audit Committee is in conformity with the provisions of the said section. These broadly includes (i) Develop an annual plan for Committee (ii) review of financial reporting processes, (iii) review of risk management, internal control and governance processes, (iv) discussions on quarterly, half yearly and annual financial statements, (v) interaction with statutory, internal auditors, (vi) recommendation for appointment, remuneration and terms of appointment of auditors and (vii) risk management framework concerning the critical operations of the Company.
In addition to the above, the Audit Committee also reviews the following: a) Matter included in the Director's Responsibility Statement. b) Changes, if any, in the accounting policies. c) Major accounting estimates and significant adjustments in financial statement. d) Compliance with listing and other legal requirements concerning financial statements. e) Disclosures in financial statement including related party transactions. f) Qualification in draft audit report. g) Scrutiny of inter-corporate loans & investments. h) Management's Discussions and Analysis of Company's operations. i) Valuation of undertakings or assets of the company, wherever it is necessary. j) Letters of Statutory Auditors to management on internal control weakness, if any. k) Major non-routine transactions recorded in the financial statements involving exercise of judgement by the management. l) Recommend to the Board the appointment, re-appointment and, if required the replacement or removal of the statutory auditors considering their independence and effectiveness, and recommend the audit fees. m) Subject to review by the Board of Directors, review on quarterly basis, Related Party Transactions entered into by the Company pursuant to each omnibus approval given.
Composition:
All members of the Audit Committee are financially literate and they have accounting or related financial management expertise. As on March 31, 2024, Mr. Goutam Gupta is the Chairman of the Audit Committee and Mr. Rahul Jhunjhunwala and Mr. Soonil Bhokare are the members of the Committee. Details of the Meeting held during the year and attended the members are as under;
B) NOMINATION & REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee of Directors was constituted pursuant to the provisions of Section 178 of the Companies Act, 2013. The Composition of the Committee is in conformity with the provisions of the said Section.
The Committee is empowered:-a. Formulation of the criteria for determining the qualifications, positive attributes and independence of Director.
b. Identification and assessing potential individuals with respect to their expertise, skills, attributes, personal and professional standing for appointment and re-appointment as Directors / Independent Directors on the Board and as Key Managerial Personnel's. c. Support Board in evaluation of performance of all the Directors & in annual self-assessment of the Board's overall performance. d. Conduct Annual performance review of MD and CEO and Senior Management Employees. e. Administration of Employee Stock Option Scheme (ESOS). f. Formulate a policy relating to remuneration for the Directors, Committee and also the Senior Management Employees.
All members of the Committee are Non-Executive Directors. As on March 31, 2024, Mr. Gautam Gupta was the Chairman of the Committee. Ms. Shilpa Ajay and Mr. Ganesh Ramesh Nibe were the Members of the Committee. Details of the Meeting held during the year and attended the members are as under;
C) STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholder Relationship Committee consists of the following Directors as given below. The Committee is in charge of looking after grievances of Investors and Shareholders. The detail of the Committee is as follows: i) Terms of Reference:
The terms of reference of the Committee includes the following: a) To review all complaint recorded in Scores of SEBI and replies made to the same by RTA/Company Secretary. b) To receive report on all complaints recorded in SCORES of the Registrar and Share Transfer Agent and note the corrective actions taken by the Registrars. c) To take action of all grievances and complaints lodged by the stock exchange, shareholders associations and other bodies. d) To review grievances of other stakeholders of the Company given in their individual capacity. e) Overview activities relating to share maintenance and related work.
As on March 31, 2024, Mr. Goutam Gupta was the Chairman of the Committee. Mr. Rahul Jhunjhunwala and Mr. Ganesh Ramesh Nibe were the Members of the Committee. Details of the Meeting held during the year and attended the members are as under;
Details of Investor's grievances/ Complaints:
The Company has not received any complaints during the year. The pending complaints of the Shareholders/Investors registered with SEBI at the end of the current financial year ended on 31st March, 2024 are NIL.
LISTING STATUS OF THE COMPANY:
The names of stock exchanges at which the equity shares are listed and respective stock codes are as under:
DEMATERIALIZATION OF SHARES AND LIQUIDITY:
Currently 99.98% of the Company Share Capital is held in dematerialized form.
Share Transfer System:
All share transfer, dematerialization and related work is managed by Registrar and Share Transfer Agent (RTA). M/s. Link Intime India Pvt. Ltd., is your Company's RTA. All share transfer requests, demat/remat requests, correspondence relating to shares i.e. change of address, Power of Attorney, etc. should be addressed to the registrar and transfer agents.
CORPORATE INDENTIFICATION NUMBER:
The Company's CIN as allotted by the Ministry of Corporate Affairs ("MCA") is L90000MH1984PLC034879.
CORPORATE GOVERNANCE:
As per the SEBI Circular No. SEBI/LAD-NRO/GN/2015-16/013 dated 2nd September, 2015, of Securities and Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations, 2015, the Paid up equity capital as on the last day of previous financial year and Net Worth both were not exceeding the limit as given under the Regulation 15 of the Securities and Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations, 2015. Therefore, in terms of the said circular the compliance with the corporate governance provisions as specified in Regulations 17, 59[17A,] 18, 19, 20, 21, 22, 23, 24, 60, [24A,] 25, 26, 27 and clauses (b) to (i) 61[and(t)] of sub-Regulation (2) of Regulation 46 and para C , D and E of Schedule V are not applicable to our Company during the year 2023-24. Hence Corporate Governance does not form part of this Board's Report.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:
Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).
PREVENTION OF 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.
All Board of Directors and the designated employees have confirmed compliance with the Code.
DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT:
As on March 31, 2024 there are no shares lying in the demat suspense account or unclaimed suspense account.
COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.
TAKEOVER OF THE COMPANY:
During the financial year under review an Open Offer for acquisition of up to 3,00,050 (Three Lakh and Fifty) fully paid-up Equity Shares of face value of Rs. 10/- each ("Equity Shares") representing 25.00%, being the remaining Public Shareholding of the Company, of the Voting Share Capital of Nibe Ordnance and Maritime Limited ("ACL"/"Target Company") from the Public Shareholders of the Target Company ("Open Offer" or "Offer") by Mr. Ganesh Ramesh Nibe ("Acquirer 1"), Mrs. Manjusha Ganesh Nibe ("Acquirer 2") and Nibe Limited ("Acquirer 3") (Acquirer 1, Acquirer 2 and Acquirer 3 hereinafter collectively referred to as "Acquirers") pursuant to and in compliance with regulation 3(1) and 4 read with regulations 13(1), 14 and 15(1) of the Securities and Exchange Board of India (Substantial Acquisition Of Shares And Takeovers) Regulations 2011, was made and executed by the acquires.
BUSINESS RESPONSIBILITY REPORT
Business Responsibility Report as per Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, describing the initiatives taken by them from an environmental, social and governance perspective is not applicable to the Company, for the Financial Year 2023-24 as per the SEBI Notification dated 22 December, 2015 and Frequently Asked Questions issued by SEBI on SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016
No application has been made or any proceeding is pending under the IBC-2016.
CODE OF CONDUCT FOR THE BOARD OF DIRECTORS AND THE SENIOR MANAGEMENT
The Company has a code of conduct for all its Board members and Senior Management Personnel which is available on http:/ /www.anshuni.com/sebiregulationsCode%20of%20Conduct%20of%20Board%20of%20Directors%20and%20Senior%20 Management%20Personnel.pdf.
All Board members and Senior Management Personnel (as per Regulation 26(3) of the Listing Regulations) have affirmed compliance with the applicable Code of Conduct.
ACKNOWLEDGEMENTS:
Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company's executives, staff and workers.
CAUTIONARY NOTE:
The statements forming part of the Director's Report may contain certain forward-looking remarks within the meaning of applicable securities laws and regulations. Many factors could cause the actual performances or achievements of the Company to be materially different from any future results, performances or achievements that may be expressed or implied by such forward looking statements.