To
The Members Ajooni Biotech Limited
Your Directors present the 13th Annual Report on the business and operations of the
Company along with the Audited Financial Statements for the Financial Year
("FY") ended 31st March, 2023.
1. FINANCIAL RESULTS
The highlights of the financial statement of your Company for the year under review
along with previous year's figures are given as under:
Particulars |
31/03/2023 |
31/03/2022 |
Revenue from Operations |
74,48,76,998 |
74,03,77,673 |
Other Income |
29,41,428 |
3,81,292 |
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense |
3,06,00,129 |
3,11,18,901 |
Less: Depreciation/Amortization/Impairment |
1,00,49,045 |
1,11,07,074 |
Profit /loss before Finance Costs, Exceptional items and Tax Expense |
2,05,51,084 |
2,00,11,827 |
Less: Finance Costs |
47,82,678 |
54,00,692 |
Profit /loss before Exceptional items and Tax Expense |
1,57,68,406 |
1,46,11,135 |
Add/(less): Exceptional items |
- |
- |
Profit /loss before Tax Expense |
1,57,68,406 |
1,46,11,135 |
Less: Tax Expense Current Tax |
54,23,760 |
44,76,260 |
Deferred Tax |
9,01,993 |
3,53,354 |
MAT Credit Entitlement |
|
- |
Profit /loss for the year |
1,12,46,639 |
1,04,88,229 |
2. REVIEW OF OPERATION
In the financial year 2022-2023 revenue from operations of your Company was Rs
74,48,76,998/- as compared to the last year of Rs. 74,03,77,673/-. During the financial
year 2022-23 the Company earned a profit of Rs. 1,12,46,639/- against the profit of Rs.
1,04,88,229/- during the previous year 202122. Your Directors expect to achieve better
performance in the future taking maximum efforts to control the costs and optimize the
results in the coming years.
3. TRANSFER TO RESERVES
The company has transferred Rs. 1,12,46,639 /- being the profit for the current
financial year to Reserves & Surplus Account.
4. CHANGE IN NATURE OF BUSINESS
There is no change in the nature of the business of the company.
5. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY
During the year under review, no material change took place which may affect the
financial position of the Company.
6. DIVIDEND
The Company has earned a profit of Rs. 1,12,46,639/- during the period under review,
but with a view of augmenting financial resources for generating stable growth in future,
the Board of Directors of the company have decided to carry forward entire profit and
hence do not propose to recommend any dividend for the financial year on equity shares.
7. DEPOSITS
During the year under review, the Company has not accepted any Fixed Deposits from its
Members in accordance with the provisions of Sections 73, 76 and other applicable
provisions of the Companies Act, 2013 ("the Act") and the Companies (Acceptance
of Deposits) Rules, 2014.
8. CHANGES IN SHARE CAPITAL, IF ANY
a) Authorised Capital
During the year under review, Company's authorised share capital remained same i.e. Rs.
25 crores (Rupees Twenty Five Crore only) divided into 2,50,00,000 (Two Crore Fifty Lakhs
only) equity shares of Rs. 10/- (Rupees Ten only) but due to subdivision of equity shares
of nominal face value of Rs. 10/- to nominal face value of Rs. 2/- each, the authorized
capital was amended into 12,50,00,000 equity shares of Rs. 2 each. Hence, there was no
change in the amount of authorized capital, consequent upon sub division of equity shares.
b) Issued, Subscribed & Paid up Capital
During the year under review, due to sub-division of equity shares of nominal face
value of Rs. 10/- to nominal face value of Rs. 2/- each, Company's
Issued, Subscribed & Paid up Capital was amended into 5,00,27,910 equity shares of
Rs. 2 each.
Further, the paid-up share capital of the Company was increased from Rs. 10,00,55,820/-
to Rs. 17,52,27,443/- pursuant to allotment of 3,75,85,811 equity shares of Rs. 6 each
(including premium of Rs. 4 each) fully paid-up under Rights issue.
Therefore, Company's paid up share capital has increased from Rs. 10,00,55,820/-
(Rupees Ten Crore Fifty-Five Thousand Eight Hundred and Twenty only) divided into
5,00,27,910 equity shares of Rs. 2 each/- to Rs. 17,52,27,442/- (Rupees Seventeen Crore
Fifty- Two Lakhs Twenty-Seven Thousand Four Hundred and Forty-Two only) divided into
8,76,13,721 (equity shares of Rs. 2 each.
9. FINANCIAL STATEMENTS
The Financial statements have been prepared by the Company's Management in accordance
with the requirements of Accounting Standards 21 issued by Institute of Chartered
Accountants of India (ICAI) and as per the provisions of Companies Act, 2013.
10. EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) and 92(3) of the Act read with Rule
12(1) of the Companies (Management and Administration) Rules, 2014, as amended, the Annual
Return of the Company will be available on the website of the Company and can be accessed
through the following link
https://www.aioonibiotech.com/annualreport.php.
11. NUMBER OF BOARD MEETINGS
The Board has met 10 (Ten) times during the financial year, the details of which are as
under:
09.05.2022, 05.08.2022, 25.08.2022, 26.09.2022,
17.10.2022, 04.11.2022, 11.11.2022, 24.12.2022, 14.02.2022 and 27.03.2023. The maximum
interval between any two meetings didn't exceed 120 days, as prescribed in the Companies
Act, 2013.
The details of meetings of the Board and attendance of the directors are provided in
the Report on Corporate Governance which forms the part of this report.
12. COMPOSITION OF COMMITTEES
As per the applicable provisions of the Companies Act, 2013 & Securities Exchange
Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015,
three Committees have been constituted in the company which are as follows: -
a) Audit Committee
b) Nomination & Remuneration Committee
c) Stakeholder Relationship Committee
The details of meetings of the committees and attendance of the members are provided in
the Report on Corporate Governance which forms the part of this report.
13. CHANGE IN DIRECTORS /KEY MANAGERIAL PERSONNEL DURING THE YEAR
The details about the changes in Directors or Key Managerial Personnel by way of
Appointment, redesignation, Resignation, Death, dis-qualification, variation made or
withdrawn etc. are as follows:
S.NO. |
NAME |
DESIGNAT ION |
NATURE OF
CHANGE |
WITH EFFECT
FROM |
1 |
GURSIM RAN
SINGH |
WHOLE TIME
DIRECTOR |
RE- DESIGNAT
ION |
20/09/ 2022 |
In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and the
Company's Articles of Association, Mr. Gursimran Singh (DIN: 02209675) Whole Time Director
of the Company is liable to retire by rotation at the ensuing AGM, and being eligible, has
offered himself for reappointment.
14. RE-APPOINTMENT OF INDEPENDENT DIRECTOR
Upon recommendation of the Nomination and Remuneration Committee and the Board of
Directors at their Meetings held on August 25, 2022, approval was granted by the
Shareholders of the Company dated September 20, 2022, for:
1. Re-appointment of Mrs. Simmi Chhabra (DIN: 07870398) as the Independent Director
(NonExecutive Director) of the Company for his second term from 5 years starting from
August 25, 2022.
2. Re-appointment of Mr. Ramandeep Singh (DIN: 07896086) as the Independent Director
(NonExecutive Director) of the Company for his second term from 5 years starting from
August 25, 2022.
3. Re-appointment of Mr. Imteshwar Singh Bhatia
(DIN: 07864007) as the Independent Director
(Non-Executive Director) of the Company for his second term starting from 5 years
starting from August 25, 2022.
15. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF
COMPANIES ACT, 2013
All Independent Directors have given declarations under section 149(7) that they meet
the criteria of Independence as laid down under section 149(6) of the Companies Act, 2013
and Rules made thereunder to be read with Regulation 25 of the SEBI (Listing Obligation
& Disclosure Requirement) Regulation, 2015.
The meeting of the Independent Directors was held on 01st March 2023, as per schedule
IV of the Companies Act, 2013. All the directors attended the meeting.
None of the Directors of your Company is disqualified under Section 162 (2) of the
Companies Act, 2013. As required by law, this position is also reflected in the Auditors'
Report.
16. REMUNERATION
The details of the remuneration given to the Board of Directors and Key Managerial
Personnel have been given in the extract of Annual Return -MGT-9 and copy of the Annual
Return is placed on the website of your Company at
https://www.aioonibiotech.com/annualreport.php.
17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
In accordance with the requirements of the Companies Act and Listing Regulations, your
Company has also adopted the Policy on Related Party Transactions and same is available on
website of the Company at https://www.aioonibiotech.com/pdf/RELATED%20P
ARTY%20TRANSACTION%20POLICY.pdf.
All RPT entered into during the financial year 202223 were in the ordinary course of
business and were on at arm's length basis and were placed before the Audit Committee for
its approval. In the financial year 2022-23, Details of Related Party as defined under
Section 188 of the Act and Regulations 23 the Listing Regulations and their contracts or
arrangements with Company are given in Notes to Account of Financial Statements. Form
AOC-2 is attached as an "Annexure-A".
18. PARTICULARS OF EMPLOYEES
Information as required under Section 197(12) of the Companies Act, 2013 read with Rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
and subsequent amendments thereto, is annexed to this Board's Report and marked as
Annexure "B".
19. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The provisions of Section 135 of the Companies Act relating to Corporate Social
Responsibility are not applicable as the Company is having Net worth less than rupees Five
Hundred Crore, Turnover less than rupees One Thousand Crore and Net Profit less than
rupees Five Crore.
20. MANNER OF BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and regulation 17(10) of SEBI
(LODR) Regulation 2015, a structured procedure was adopted after taking into consideration
of the various aspects of the Board's functioning composition of the Board and its
committees, execution and performance of specific duties, obligations and governance.
The performance evaluation of the independent Directors was completed in time. The
performance evaluation of the Chairman and the Nonindependent Directors was carried out by
the Independent Directors. The Board of Directors expresses their satisfaction with the
evaluation process.
The performance of each committee has been evaluated by its members and found to be
highly satisfactory. On the basis of this exercise, the Board has decided that all
Independent Directors should continue to be on the Board.
21. CORPORATE GOVERNANCE REPORT
As per Reg. 34 of SEBI Regulation, 2015 to be read with Part A of Schedule V of the
said regulations, a separate section on corporate governance practices followed by the
company, together with the certificate from the Statutory Auditor of the company,
confirming compliance forms an integral part of this Report.
22. MANAGEMENT DISCUSSION ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as stipulated
under Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, is presented in a separate section of this Annual Report
as "Annexure-C".
23. SUBSIDIARIES/ ASSOCIATES/JOINT VENTURES
The Company has no subsidiary/Joint ventures/Associate Companies as per the provisions
of Companies Act, 2013 during the financial year ended on 31st March, 2023.
24. ADOPTION OF INDIAN ACCOUNTING STANDARD (INDAS)
Keeping in view of the above applicability, the Company has followed the Indian
Accounting Standards notified under Section 133 of Companies Act, 2013 read with Companies
(Indian Accounting Standards (Ind AS) Rules, 2015 for preparation of its financial
statements for the year ended 31st March 2023.
25. DIRECTOR 'S RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with
respect to Directors Responsibilities Statement, it is hereby confirmed:
a) That in the preparation of the annual accounts for the financial year ended 31st
March, 2023 the applicable Accounting standards had been followed along with proper
explanation relating to material departures;
b) That 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 review;
c) That the Directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
d) The Directors had prepared the accounts for the financial year ended 31st March,
2023 on a going concern basis; and
e) The Directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively;
f) The Directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
26. DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The Provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of
Companies (Accounts) Rules, 2014 regarding Conservation of Energy and Technology
Absorption do not apply to your company for the period under review. Further, there were
no foreign exchange earnings or outgo during the year under review. However, the
management has taken all the necessary steps to conserve the resources to the extent
possible. "Annexure - D".
27. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
As required under section 204 (1) of the Companies Act, 2013 and Rules made there under
the Company has appointed M/s. MR CHECHI & Associates, Company Secretaries, Chandigarh
as Secretarial
Auditor to conduct the Secretarial Audit of the Company for the financial Year 2022-23.
The Secretarial Audit Report which is given in Form No. MR-3 for the financial year ended
31st March 2023 is attached as "Annexure E" to this Report
Observations |
Remarks/Reply |
1. During the financial year under review, the disclosure of related party
transactions for the half year ended 31st March, 2022 was required to be made within 15
days from the date of publication of financial results i.e. 09th May, 2022 pursuant to
Regulation 23 of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015. However, the said disclosure was made by the
company on 27th May, 2022 i.e. after a delay of 3 days. Resultantly, the stock exchange
has imposed a fine of Rs. 17,700/- on the company and its directors. |
The company has always been meticulous in compliance with the SEBI Regulations/
Companies Act, 2013. The disclosure of related party transactions for the half year ended
31st March, 2022 was filed with a delay of 3 days. This was due to non-availability of
XBRL Utility on NEAPS and NSE Digital Platform till the due date of filing said
disclosure. Further the company continuously kept on tracking the new XBRL format on the
NEAPS portal and NSE Digital Platform for submission of disclosures till 26th May, 2022.
Accordingly as advised by the stock exchange on 27th May, 2022 the disclosure of the
related party transactions was filed in pdf format on the same day i.e. 27th May, 2022.
Further the fine imposed on the company has been paid. However, the company has noted
the Regulation 23 of SEBI (Prohibition of Insider Trading) Regulations, 2015. |
2. During the financial year under review, the company did not submit the details of
Chairperson of the committees of the Board under the head "detail of composition of
committees" in the Corporate Governance Report submitted for the quarter ended 30th
September, 2022. Therefore, the stock exchange had imposed a fine of Rs. 6,51,360 on the
company and its directors for the violation of provisions of Regulation 27, 18(1), 19(2)
and 20(2) of (SEBI (LODR) Regulations, 2015. |
It is hereby clarified that inadvertently the option "Member" was selected
under the head "Chairperson/Membership" in thedetail of composition of
committees formed by the company in the Corporate Governance Report submitted by the
company for the quarter ended 30th September, 2022. Further there was no change in the
composition of the committees during the financial year under review. Hence, after the
continuous follow up by the company the orders for reversal of fine was issued by the
stock exchange. |
3. During the financial year under review, the company had not submitted the statement
of cash flows along with unaudited financial results for the quarter and half year ended
30th September, 2022 in pdf format as required under Regulation 27 of (SEBI (LODR)
Regulations, 2015 which were submitted on 11th November, 2022. Resultantly, the stock
exchange had imposed a fine of Rs. 1,71,100 on the company and its directors. |
The company had submitted the financial results for the Quarter and Half Year ended
30th September. 2022 within the prescribed time i.e. on 11th November 2022 in both pdf and
XBRL format. However, due to an inadvertent mistake the Cash Flow Statement could not be
attached with the pdf file which was uploaded on the website of the stock exchange. This
came to the notice of the company on receipt of an email from stock exchange on 12th
December, 2022 and the management immediately submitted the Cash Flow Statement in pdf
format with the stock exchange. Further the company has applied the application for waiver
of fine with the stock exchange and the same is accepted/ approved by the stock exchange. |
28. ANNUAL SECRETARIAL COMPLIANCE REPORT
The provisions of Regulation 24A of the SEBI (LODR) Regulations, 2015 are applicable on
the company for the financial Year 2022-23. The company has obtained the compliance report
from M/s. MR CHECHI & Associates, Company Secretaries,
Chandigarh. The Secretarial Compliance Report for the financial year ended 31st March
2023 is attached as "Annexure F" to this Report. Following is the observation to
the report.
Observations |
Remarks/ Reply |
1. The disclosure of related party transactions for the half year ended 31st March,
2022 was required to be made within 15 days from the date of publication of financial
results i.e. 09th May, 2022. However, the disclosure of related party transactions was
made on 27th May, 2022. |
The company has always been meticulous in compliance with the SEBI Regulations/
Companies Act, 2013. The disclosure of related party transactions for the half year ended
31st March, 2022 was filed with a delay of 3 days. This is due to non availability of XBRL
Utility on NEAPS and NSE Digital Platform till the due date of filing said disclosure.
Further the company continuously kept on tracking the new XBRL format on the NEAPS portal
and NSE Digital Platform for submission of disclosures till 26th May, 2022. Accordingly as
advised by the stock exchange on 27th May, 2022 the disclosure of the related party
transactions was filed in pdf format on the same day i.e. 27th May, 2022. Further the fine
imposed on the company has been paid. |
|
However, the company has noted the Regulation 23 of SEBI (Prohibition of Insider
Trading) Regulations, 2015. |
2. The details of the Chairperson of the committees of the Board could not be
submitted under the head "detail of composition of committees" in the Corporate
Governance Report submitted for the quarter ended 30th September, 2022. |
It is hereby clarified that inadvertently the option "Member" was selected
under the head "Chairperson/Membership" in the detail of composition of
committees formed by the company in the Corporate Governance Report submitted by the
company for the quarter ended 30th September, 2022. Further there was no change in the
composition of the committees during the financial year under review. Hence, after the
continuous follow up by the company the orders for reversal of fine was issued by the
stock exchange. |
3. The company had not submitted the statement of cash flows along with unaudited
financial results for the quarter and half year ended 30th September, 2022 which were
submitted on 11th November, 2022. |
The company had submitted the financial results for the Quarter and Half Year ended
30th September. 2022 within the prescribed time i.e. on 11th November 2022 in both pdf and
XBRL format. However, due to an inadvertent mistake the Cash Flow Statement could not be
attached with the pdf file which was uploaded on the website of the stock exchange. This
came to the notice of the company on receipt of an email from stock exchange on 12th
December, 2022 and the management immediately submitted the Cash Flow Statement in pdf
format with the stock exchange. Further the company has applied the application for waiver
of fine with the stock exchange and the same is accepted/ approved by the stock exchange. |
29. STATUTORY AUDITORS & AUDITORS REPORT
M/s Harjeet Parvesh & Company (FRN NO. 017437N), Chartered Accountants (Peer Review
Certificate No. 011668) were re-appointed as Statutory Auditors of the Company at the
Annual General Meeting held on 30th September 2019, for the second term of five
consecutive years i.e. for a period of five years commencing from the conclusion of 09th
Annual General Meeting till the conclusion of the 14th Annual General Meeting of the
Company to be held in the year 2024 and shall continue to be statutory auditors of the
company for the Financial Year 2023-2024. The Auditors have confirmed that they are not
disqualified from being re-appointed as Auditors of the Company. The Report given by the
Auditors on the financial statement of the Company is part of this Report as Annexure
"G".
There has been no qualification, reservation, adverse remark or disclaimer given by the
Auditors in their Report. During the year under review, the Auditors had not reported any
matter under Section 143 (12) of the Companies Act, 2013.
30. REPORTING OF FRAUDS BY AUDITORS
During the year under review, the Statutory Auditors and Secretarial Auditor have not
reported any instances of frauds committed by the Company, by its officer or employees to
the Audit Committee under Section 143(12) of the Act, including rules made there under (if
any) details of which needs to be mentioned in this Report.
31. CASH FLOW ANALYSIS
In conformity with the provisions of Clause 34(2) of SEBI (LODR) Regulations, 2015, the
Cash Flow Statement for the year ended on 31st March, 2023 forms an integral part of the
Financial Statements.
32. RISK MANAGEMENT POLICY
The Provisions of Section 134(3) (n) of the Companies Act, 2013 read with provisions of
Regulation 21 of SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015
regarding implementation of a risk management policy and constitution of Risk Management
committee do not apply to your company for the period under review.
However, Your Company follows a comprehensive system of Risk Management. It ensures
that all the risks are timely defined and mitigated including identification of elements
of risk which might threaten the existence of the Company.
33. NOMINATION & REMUNERATION COMMITTEE POLICY
Your Board has framed a policy which lays down a framework in relation to remuneration
of Directors, Key Managerial Personnel and Senior Management Personnel of the Company.
This policy also lays down criteria for selection and appointment of Board Members. The
detail of this policy is explained in the Report on Corporate Governance. The Nomination
and remuneration Policy is available on the website of the company at
www.ajoonibiotech.com and direct web link to the policy is at
https://www.ajoonibiotech.com/pdf/nomination- and-remuneration-policy.pdf.
34. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of loans, guarantees and investments under the provisions of Section 186 of the
Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on 31st
March, 2023, are set out in Notes to the financial statements of the Company.
35. BORROWINGS
Total borrowings of the company both long term and short term as on 31st March, 2023
are amounting Rs. 517.7 lacs as compared to previous year ended 31st March, 2022 of
amounting Rs. 535 lacs (For details Refer Note No. 12 and 14 of the Audited Financial
Statements).
36. WHISTLE BLOWER POLICY AND VIGIL MECHANISM
Section 177(9) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, inter alia, provides for a
mandatory requirement for all listed companies to establish a mechanism called the
'Whistle Blower Policy' for Directors and employees to report concerns of unethical
behavior, actual or suspected, fraud or violation or the Company's code of conduct or
ethics policy. In line with this requirement, the Company has framed a "Whistle
Blower Policy", which is placed on the Company's website. The Whistle Blower Policy
as approved by the Board is uploaded on the Company's website at
https://www.aioonibiotech.com/ and direct web link to the policy is at
https://www.aioonibiotech.com/pdf/whistle blo wer policy.pdf.
37. FAMILIARIZATION POLICY
Pursuant to the provisions of Regulation 25(7) of Listing Regulations, 2015, the Board
has framed a policy to familiarize Independent Directors about the Company. The direct web
link to the policy is at https://www.aioonibiotech.com/pdf/familiarisatio n programme.pdf.
38. DISCLOSURES UNDER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
& REDRESSAL) ACT, 2013
The Company has in place a 'Prevention of Sexual Harassment Policy' pursuant to the
Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.
An Internal Complaints Committee has also been set up to redress complaints received
regarding sexual harassment. All employees (Permanent, contractual, temporary, trainees)
are covered under this policy. No complaint has been received during the year under
review.
39. LISTING FEES
The equity shares of the Company are listed on the National Stock Exchange. The listing
fee for the year 2023-24 has already been paid.
40. TRADE RELATIONS
The Board wishes to place on record its appreciation for the support and co-operation
that the Company received from its suppliers, distributors, retailers and other
associates. The Company has always looked upon them as partners in its progress and has
happily shared with them rewards of growth.
It will be Company's endeavor to build and nurture strong links based on mutuality,
respect and cooperation with each other and consistent with customer interest.
41. INTERNAL AUDITORS & AUDITORS REPORT
As required under section 138 of the Companies Act, 2013 read with Rule 13 of the
Companies (Accounts) Rules, 2014 made there under, the Company has appointed Internal
Auditors to assess the risk management and to ensure that risk management processes are
efficient, effective, secure and compliant. It is the basic check of internal control of
the organization. An internal audit is an organizational move to check, ensure, monitor
and analyze its own business operations in order to determine how well it conforms to a
set of specific criteria.
42. ADEQUACY OF INTERNAL FINANCIAL CONTROLS
Your Company's internal financial control ensures that all assets of the Company are
properly safeguarded and protected, proper prevention and detection of frauds and errors
and all transactions are authorized, recorded and reported appropriately.
Your Company has an adequate system of internal financial controls commensurate with
its size and scale of operations, procedures and policies, ensuring orderly and efficient
conduct of its business, including adherence to the Company's policies, safeguarding of
its assets, prevention and detection of frauds and errors, accuracy and completeness of
accounting records, and timely preparation of reliable financial information.
43.MAINTENANCE OF COST RECORDS
The maintenance of cost records for the services rendered by the company is not
required pursuant to Section 148(1) of the Companies Act, 2013 read with rule 3 of
Companies (Cost Records and Audit) Rules, 2014.
44. DEMATERILISATION OF SHARES
The Company has connectivity with NSDL & CDSL for dematerialization of its equity
shares. The ISIN No. INE820Y01021 has been allotted for the Company. Further the Company
does not have any Equity shares lying in the Suspense Account.
45. HUMAN RESOURCE
The relationship with employees continues to be harmonious. The company always
considers its human resource as its most valuable asset. Imparting adequate and
specialized training to its employees is ongoing exercise in the company.
46. TRANSFER TO INVESTOR PROTECTION AND EDUCATION FUND (IEPF)
Since there was no unpaid/unclaimed Dividend declared or paid by the Company, the
provisions of Section 125 of the Companies Act, 2013 do not apply.
47. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS
During the year under review, the Company has duly complied with the applicable
provisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) and
General Meetings (SS-2) issued by The Institute of Company Secretaries of India (ICSI).
48. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
There were no significant and material orders passed by the Regulators, Courts or
Tribunals, during the year under review, which would impact the going concern status of
the Company and its operations in future.
49. DISCLOSURE IN RESPECT OF VOTING RIGHTS NOT EXERCISED DIRECTLY BY THE EMPLOYEES IN
RESPECT OF SHARES TO WHICH SCHEME FOR PROVISION OF MONEY FOR PURCHASE OF OR SUBSCRIPTION
FOR SHARES BY EMPLOYEES OR BY TRUSTEES FOR THE BENEFIT OF EMPLOYEES
The disclosure under the provisions of Section 67(3) read with Rule 16(4) of the
Companies (Share Capital and Debentures) Rules, 2014 in respect of voting rights not
exercised directly by the employees in respect of shares to which scheme for provision of
money for purchase of or subscription for shares by employees or by trustees for the
benefit of employees is not applicable to the company.
50. PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct to regulate, monitor and report trading by
insiders under the SEBI
(Prohibition of Insider Trading) Regulations, 2015. This 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.
51. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF
THE FINANCIAL YEAR.
There are no proceedings initiated/ pending against your company under the Insolvency
and Bankruptcy Code, 2016.
52. 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 period under review, there was no onetime settlement with any Bank or
Financial Institution. Hence, no valuation was required to be undertaken.
53. ACKNOWLEDGEMENTS AND APPRECIATION
Your Directors would like to express their appreciation for 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 executives,
staff and workers of the Company and the shareholders for their support and confidence
reposed on the Company.
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