To,
The Members
Your Directors are pleased to present the 50th Annual Report
of the Company together with the Audited Statements ofAccounts and Auditors' Report
for the year ended 31st March, 2023.
FINANCIAL RESULTS:
(Amount in Lakh.)
Particulars |
2022-23 |
2021- 22 |
2022-23 |
2021-22 |
|
Standalone |
|
Consolidated |
Revenue from Interest Income |
173.88 |
171.76 |
173.88 |
171.76 |
Revenue from Sale of Commodities |
429.40 |
715.32 |
429.40 |
715.32 |
Revenue from Finance and
consultancy Services |
0.00 |
6.50 |
0.00 |
15.00 |
Revenue from other Operating Income |
963.23 |
4.43 |
1514.11 |
4.43 |
Total Operation Revenue |
1566.51 |
898.01 |
2117.39 |
906.51 |
Depreciation |
5.38 |
2.07 |
91.77 |
2.07 |
Interest |
0.67 |
0.35 |
2.07 |
0.45 |
Other Expenses |
1071.59 |
835.55 |
|
845.49 |
Total Expenses |
1077.64 |
837.97 |
1613.04 |
848.01 |
Profit after Dep &
Interest and before Tax |
488.88 |
60.03 |
504.35 |
58.49 |
Provision for Taxation |
(85.34) |
24.10 |
(89.44) |
24.10 |
Provision for Tax (deferred) |
(2.69) |
0.22 |
(2.74) |
0.22 |
Adjustment of tax relating
to earlier periods |
0.80 |
1.81 |
0.80 |
1.81 |
Profit/Loss after Tax |
401.64 |
33.90 |
412.96 |
32.36 |
Other Comprehensive Income |
(273.85) |
74.46 |
(273.85) |
74.46 |
Total Comprehensive Income
for the period(Comprising Profit and Other Comprehensive Income for the
period) |
127.80 |
108.36 |
139.20 |
106.82 |
Earning per equity share |
0.09 |
0.01 |
0.09 |
0.01 |
PERFORMANCE HIGHLIGHTS:
Standalone
The Company operates in three segments i.e. Trading in commodities,
Finance and activities in Sports and Entertainment. During the Financial Year 2022-23, the
Company has recorded Standalone total revenue Rs. 1566.51 lakh during the year as compared
to revenue of Rs. 898.01 lakh in the last year. The Company has earned net profit after
tax of Rs.401.64 lakh during the year as compared to profit of Rs.33.90 lakh in the last
year.
Consolidated
Being the first year of Consolidated Financials, the company has
recorded Net Profit of Rs. 412.96 lakhs. The Directors are optimistic about future
performance of the Company with new business venture.
DIVIDEND:
With the view to conserve financial resources of the Company, your
Directors do not recommend any dividend on equity shares for the year ended 31st March,
2023.
DEPOSITS:
The company has not accepted any public deposits during the year under
review.
AMOUNTS TO BE TRANSFERRED TO RESERVES:
In the current (previous) year, no amount was transferred to General
reserve of the Company.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirements under section 134(3) (c) of the companies
Act, 2013, with respect to the Directors' Responsibility Statement, it is hereby
confirmed: a) In the preparation of the annual accounts for the financial year ended 31st
March, 2023 the applicable accounting standards have been followed. b) Accounting policies
selected were applied consistently. Reasonable and prudent judgments and estimates were
made so as to give a true and fair view of the State of affairs of the corporation as at
the end of 31st March,2023 and of the profit of the Company for the year ended
on that date. c) Proper and sufficient care to the best of their knowledge and ability 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 Annual Accounts of the Company have been
prepared on the on-going concern basis. e) That they have laid down internal financial
controls commensurate with the size of the Company and that such financial controls were
adequate and were operating effectively. f) That system to ensure compliance with the
provisions of all applicable laws was in place and was adequate and operating effectively.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Pursuant to Section 161 of the Companies Act, 2013 and on the
recommendation of the Nomination & Remuneration Committee the Board inducted Ms.
Priyanka Keshav Kumar Chaurasia as Non-Executive Independent Director w.e.f. 10th May,
2022, later on got approval of Shareholders through postal ballot dated 16th June,
2022.
During the year under review, the Board on recommendation of Nomination
and Remuneration Committee, Ms. Priyanka Ramesh Shetye as an Additional Non-Executive
Director of the Company w.e.f. 30/08/2022, later on got approval of Shareholders in their
Meeting held on 30th September, 2022.
Pursuant to Section 152 of the Companies Act, 2013 Mr. Priyanka Ramesh
Shetye, retires by rotation at the ensuing Annual General Meeting and being eligible
offers herself for re-appointment. Your Board has recommended her re- appointment.
During the year under review, the Board has accepted resignation of Ms.
Shreya Garg w.e.f. 31st March, 2023 as Company Secretary & Compliance
Officer of the Company.
After the closure of financial year, the Board has accepted resignation
of Ms. Pratiksha Pankaj Mashkariya as CFO of the Company w.e.f. 20/06/2023.
After closer of F.Y. 2022-23 and before adoption of Board Report, Ms.
Pratiksha Pankaj Mashkariya by professional qualification is a Company Secretary and has a
versatile profile both in finance and Secretarial Department therefore appointed her as
Company Secretary and Compliance Officer of the Company w.e.f. 24th June, 2023.
After closer of F.Y. 2022-23 and before adoption of Board Report, Mr.
Mahesh Pandurang Kadge is appointed as CFO of the Company w.e.f. 24th June,
2023.
The Board has granted their gratitude towards the KMP for their time
and experience provided to the Company during their tenure.
As required under Regulation 36(3) of the listing Regulations with the
stock exchanges, the information on the particulars of Directors proposed for
appointment/re appointment/change in designation has been given in the notice of annual
general meeting.
DECLARATION OF INDEPENDENCE BY DIRECTORS:
The Independent Directors have confirmed and declared that they are not
disqualified to act as an Independent Director in compliance with the provisions of
Section 149 of the Companies Act, 2013 and the Board is also of the opinion that the
Independent Directors fulfill all the conditions specified in the Companies Act, 2013 and
as specified under Regulation 16(1)(b) of the Listing Regulations in respect of their
position as an "Independent Directors."
UPDATES ON RIGHT ISSUE
During the year under review, pursuant to member's approvals,
Stock Exchange and other Statutory approvals, the Company has issued certain Equity Shares
on Right basis to its Existing Shareholders as detailed herein below-
Particulars |
Issue of Securities on Right Issue to raise
fund up to |
|
49,70,00,000/- |
|
Partly Paid up Equity Shares (On Application) |
Date of Boards Approval |
27th November, 2021 |
Issue Size |
48,83,08,000/- |
No. of Shares to be issued |
12,20,77,000 |
Rights Entitlement Ration |
43:100 (43 (Forty Three) Right Shares for
every 100 (One |
|
Hundred) Equity Shares held by the Eligible
Shareholders of our |
|
Company on the Record Date i.e. Thursday,
March 03, 2022) |
Issue Price (including Securities |
Rs. 4.00/- per share with Rs. 2.00/- paid on
application( Face |
Premium of Rs. 4/- per shares) |
Value of Rs. 0.50/- and Premium of Rs.
1.50/-) |
Record Date |
March 3, 2022 |
Issued Period |
From March 14, 2022 to March 28, 2022 |
Date of Allotment |
April 08, 2022 |
No. of Partly paid up Shares
issued on application money |
12,20,77,000 |
Company has received listing and trading approval vide their Letter No.
DCS/Rights/KK/IP- RT/2111/2021-22 dated April 12, 2022 and
DCS/RIGHTS/KK/RT-TP/13199/2021-22 dated April 20, 2022 respectively for 12,20,77,000
equity shares. The allotted Equity Shares were traded under ISIN No. IN9286N01018, Scrip
Code 890166 w.e.f. Friday, April 22, 2022.
In respect of the 12,20,77,000 Partly paid-up Equity Shares issued on
April 08, 2022 the Company made First and Final call of Rs. 2.00/- paid on First and final
call as per below-
Particular |
First and Final Call |
Reminder-I |
Final Reminder cum forfeiture |
Call Record Date Notice Date
Period of making payment |
July 26, 2022 July 29, 2022
From Monday, 16th August, 2022 to Monday, 30th August, 2022 |
Not applicable October 29,
2022 From Monday, 7th November, 2022 to Monday, 21st November, 2022 |
Not applicable February 01,
2023 From Thursday, 9th February, 2023 to Friday 24th February, 2023 |
Call Money received (including
premium) |
23,15,16,286/- |
Rs. 86,73,446/- |
Rs. 6,64,078/- |
No. of shares converted into
fully paid-up Equity Shares pursuant to receipt of call money |
11,57,58,143 Equity Shares |
43,36,723 Equity Shares |
3,32,039 Equity Shares |
Date of conversion*/ allotment |
September 16, 2022 |
January 21, 2023 |
May 6, 2023 |
Outstanding Partly paid up
Equity Shares before call/reminder notice |
12,20,77,000 Partly Paid up
Equity Shares |
63,18,857 Partly Paid up
Equity Shares |
19,82,134 Partly Paid up
Equity Shares |
Outstanding Partly paid up
Equity Shares after call/reminder notice |
63,18,857 Partly Paid up
Equity Shares |
19,82,134 Partly Paid up
Equity Shares |
16,50,095 Partly Paid up
Equity Shares** |
* Conversion include Partly paid up shares into Fully Paid up Shares.
**According to the above table, Company has not received First and
Final call money of Rs. 2.00 /- (Face Value of Rs. 0.5/- and Premium of Rs. 1.50/-) on
16,50,095 Partly paid up Equity Shares is liable to forfeit.
FORFEITURE OF SHARES ON RIGHT BASIS
During the year under review, the Company issue 12,20,77,000 partly
paid up Equity Shares on Right Basis at issue price of Rs. 4.00/-(Rupees Four
only)(including premium of Rs. 3.00/- Only) each with Rs. 2.00/- paid on application and
balance Rs. 2.00/- paid on calls.
The Company has received application money of Rs. 2.00/- on
12,20,77,000 Equity Shares but balance money of First and Final Call money of Rs. 2.00/-
was received on only 12,04,26,905 Equity Shares.
Accordingly balance 16,50,095 partly paid up equity shares with the
amount of application i.e. Rs. 2.00/- per shares i.e. Rs. 33,00,190/- are forfeited by the
Company approved by the Board of Directors in meeting dated 18th May, 2023.
The company has made and application to BSE for forfeiture, Once the
Approval is received from BSE the company will proceed with the Corporate Action.
UTILISATION OF THE PROCEEDS FROM RIGHT ISSUE OF EQUITY SHARES Total
Amount Raised Rs. 48,50,07,810 Total Utilization of funds as on 30th June,2023
in the following table: -
Original Object |
Modified Object, if any |
Original Allocation as
per LOF |
Funds Utilised |
Amount of Deviation/
Variation for Quarter according to applicable object |
Remarks, If any |
Working Capital 1.Trade
Receivables |
In addition to the original
object as mentioned in the LOF dated 8th March, 2022, |
Rs.39,38,23,000.00 Rs.50,00,000.00 |
- Rs. 38,00,000.00 |
- - |
The total original allocation
expenses are excluding the |
2.Cash and Cash Equivalents |
company has taken shareholders |
Rs.2,50,00,000.00 |
- |
- |
Estimated Issue related |
3.Short-term loans and
advances |
approval as on 30th Sep,
2022 to utilize the funds as per the |
- |
Rs. 6,88,55,188.00 |
- |
Expenses of Rs 50,25,000.00. |
4.Other Assets (Investment) |
Main Object, Ancillary and
Other Objects as per the |
Rs.16,00,00,000.00 |
Rs. 40,26,73,631.00 |
- |
|
5. Net Other Current Assets (
Current Assets Less Current Liabilities) |
MOA of the Company. |
Rs.20,38,23,000.00 |
Rs. 6,00,000.00 |
- |
|
General Corporate purposes |
|
Rs.8,94,60,000.00 |
Rs.12,96,440.00 |
- |
|
TOTAL |
|
Rs.48,32,83,000.00 |
Rs. 47,72,25,259.00 |
|
|
The total actual expenses till 30th June, 2023 is Rs.44,82,361. During
this Quarter we had forfeited 16,50,095 shares hence Rs. 33,00,190 (16,50,095* Rs. 2 per
share) is not included in the utilisation.
The net utilisation is Rs. 48,50,07,810 44,82,361-33,00,190 = Rs.
47,72,25,259
There has been no deviation in the use of proceeds of the right Issue
from the objects stated in the Offer document as per Regulation 32 of SEBI Listing
Regulations. The Company has been disclosing on a quarterly basis to the Audit Committee,
the usage & application of proceeds of the funds raised from Right Issue and also
intimate the Stock Exchange(s) on a quarterly basis, as applicable.
ISSUE OF SHARES ON PREFERENTIAL BASIS
During the year under review, with the approval of Shareholders in
their meeting held on 30th September, 2022 approved issue of 3,47,72,490 Equity Shares of
Re. 1/- each to be issued at a price not less than Rs. 6/- to Non-
Promoters for consideration other than cash on a preferential basis
pursuant to share swap basis, for purchase of 25,75,740 (Twenty-Five Lakhs Seventy Five
Thousand Seven Hundred Forty) equity shares ("Sale Shares") of Prime Filx
Private Limited ("PFPL").
Pursuant to the acquisition of Shares Prime Filx Private Limited
("PFPL") has become the Wholly owned Subsidiary Company of the Company.
SHARE CAPITAL
During the year under review, subsequently on considering the above
increase in Share Capital, the Equity Share Capital of the Company as on 31st March, 2023
is as below: -
Authorized Share Capital of Rs. 44,25,00,000/- (Rupees Forty-Four
Crores Twenty-Five Lakhs) divided into 44,25,00,000 (Forty-Four Crores Twenty-Five Lakhs)
Equity Shares of Rs. 1/- (Rupees One) each, comprising of
Issued and Subscribed Share Capital is Rs. 44,07,49,490/- divided into
44,07,49,490 Equity Shares of Rs. 1/- each,
Paid up share capital is Rs. 43,97,58,423/- divided into Rs.
43,97,58,423 Equity Shares of Rs. 1/- each and 19,82,134 (Ninteen Lakh Eighty-Two Thousand
one hundred Thirty -Four) Partly Paid Up Equity Shares.
"GUDGUDI"
During the year under review, the Company has entered into the growing
Digital Media Space with the launch of "GudGudi" the first OTT Channel dedicated
to humour.
OTT Services are amongst the fastest growing Segment of Electronic
Media in India and the Company aims to be a committed Player with long term plans to be
part of the transformation. The Viewers would have free access to GudGudi and enjoy both
professionally produced Content as well as User Generated Content. It would stream Comedy
Movies and TV Series, Stand-up Comedy and humorous Poetry (Hasya Kavi) Sessions. It would
include Classic Shows and Movies from yesteryears to take Viewers down memory lane. It
would also be streaming freshly produced Content made exclusively for Gudgudi as well to
attract young Viewers.
The Management is positively hopeful for the generation of good profit
from the new venture.
EVALUATION OF BOARD OF DIRECTORS ITS COMMITTEES AND OF INDIVIDUALS:
Pursuant to the provisions of the Act and Schedule V of SEBI (Listing
Obligation & Disclosure Requirement) Regulations, 2015, the Nomination and
Remuneration Committee of the Board carried out the annual evaluation of the performance
of the Board as a whole, the Directors individually as well as of various Committees ofthe
Board. The Board's functioning was evaluated on various aspects, including inter alia
degree of fulfillment of key responsibilities, Board Structure and Composition,
effectiveness of Board process, information and functioning. The performance evaluation of
the Independent Directors was carried out by the entire Board.
The performance evaluation of the Chairman and non-independent
Directors was also carried out by the Independent Directors at their separate meeting held
on 9th February, 2023. The Directors expressed their satisfaction with the
evaluation process, quality, quantity and timeliness of flow of information between the
Company's Management and the Board.
DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND
BANKRUPTCY CODE 2016:
During the year under review, there were no applications made or
proceedings pending in the name of the Company under the Insolvency Bankruptcy Code, 2016.
POLICIES ON DIRECTORS' APPOINTMENT AND REMUNERATION:
The Nomination and Remuneration Committee is entrusted with the
responsibility of identifying and ascertaining the integrity, qualification, expertise and
experience of the person for appointment as Director, KMP or at Senior Management level
and recommending their appointment for the consideration of the Board.
The Company has drawn up Nomination and Remuneration policy in line
with the requirement of Section 178 of the Companies Act, 2013. The Policy inter alia
provides that a person should possess adequate qualification, expertise and experience for
the position he / she is considered for appointment. The Committee has discretion to
decide whether qualification, expertise and experience possessed by a person is sufficient
/ satisfactory for the concerned position. The policy is available on the website of the
company viz www.gromotrade.com
STATUTORY AUDITORS:
M/s Dassani & Associates FRN: 009096C had tendered their
inconvenience to act as Statutory Auditor of the Company due to their pre-occupancy.
Therefore the Board of Directors in their Meeting held on 06th September,
2023 approved and appointed M/s. Bansal Gourav & Associates, Chartered Accountant, who
has submitted their consent and eligibility certificate under Section 139 and sec 141 of
the Companies Act, 2013 has been proposed to be appointed in the shareholders Meeting held
on 29th September, 2023 and to hold the office for a period of 5 consecutive years from
the conclusion of 50th Annual General Meeting till the Conclusion of 55th
Annual General Meeting of the Company.
AUDITORS REPORT:
No Observations made in the Auditors' Report and therefore do not
call for any further comments under Section
134(1) of the Companies Act, 2013.
INTERNAL AUDITOR
In accordance with the provisions of Section 138 of the Companies Act,
2013, the Company has accepted resignation of Internal Auditor of Mr. Ravi Toshniwal in
their Board Meeting held on 29th October, 2022.
The Board has appointed Mr. Deepak Mehta as Internal Auditor for the
period of 2 years i.e. 2022-2023 and 2023- 2024, who reports to the Audit Committee.
Quarterly internal audit reports are submitted to the Audit Committee which reviews the
audit reports and suggests necessary action.
SECRETARIAL AUDIT:
M/s Nitesh Chaudhary & Associates, Practicing Company Secretary has
been appointed, pursuant to the requirements of Section 204(1) of the Act, and Rule 9 of
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, to conduct
the Secretarial Audit for the financial year 2022-2023. The Secretarial Audit Report as
received from Mr. Nitesh Chaudhary is appended to this Report as Annexure I.
There are no qualifications, reservations or adverse remarks made by
Secretarial Auditors in their report for the financial year ended March 31, 2023.
EXTRACT OF ANNUAL RETURN:
Pursuant to the under Section 92(3) and Section 134(3) of the Act read
with Rule 12 of Companies (Management and Administration) Rules, 2014, an extract of
Annual Return in prescribed Form MGT-9 requirements is given in the Report as Annexure
III.
CERTIFICATE ON NON-DISQUALIFICATION OF DIRECTORS
Company have taken Certificate from Practicing Company Secretary that
none of the Directors on the Board of the Company are disqualified as on 31st March,
2023 in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause10(i) of
the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations,2015 annexed as Annexure V.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
During the financial year 2022-2023, there are no materially
significant related party transactions made by the company with Promoters, Key Managerial
Personnel or other designated persons which may have potential conflict with interest of
the company at large.
The policy on Related Party transaction has been devised by your
Company for determining the materiality of transaction with Related Parties and dealing
with them AOC-2 is attached as Annexure II.
SUBSIDIARIES / HOLDING/ JOINT VENTURE /ASSOCIATE:
During the year under review, the Company's Investment in Tmart
Platform Private Limited, for 51% Equity Shares has been reduced to 49.76% resulting
the reduction of shareholding in TMARTPLATFORM is no more subsidiary of the Company w.e.f
31st March, 2023 but will be covered under the definition of Associate Company.
The Company has made an investment of Rs. 20,86,34,940/- for the
acquisition of 25,75,740 (Twenty Five Lakhs Seventy Five Thousand Seven Hundred Forty)
equity shares ("Sale Shares") of Prime Filx Private Limited ("PFPL")
from the Proposed Allottees at a price of Rs. 81/- (Rupees Eighty-One Only) per equity
share of PFPL, through share swap basis as approved by the shareholders in their meeting
held on 30th September, 2022.
Upon the acquisition the Prime Filx Private Limited
("PFPL") became the wholly owned Subsidiary Company of the Company.
A separate statement containing the salient features of financial
statements of Subsidiary Company of your Company forms part of Annual Report in the
prescribed Form AOC-1 as Annexure IV in compliance with Section 129 and other
applicable provisions, if any, of the Companies Act, 2013.
The Financial Statements of the Subsidiary company and related
information are available for inspection by the Members at the Registered Office of the
Company during the business hours on all days except Saturdays, Sundays and public
holidays up to the date of the Annual General Meeting (AGM) as required under Section 136
of the Companies Act, 2013. Further in line with the SEBI (Listing Obligations and
Disclosures Requirements) Regulations, 2015 and in accordance with IND AS 110,
Consolidated Financial Statement prepared by the Company includes financial information of
its Subsidiary Company.
The Company will provide a copy of Annual Report and other documents of
its subsidiary companies on the request made by any Member, investor of the Company/
Subsidiary Companies. The Financial Statements of the Subsidiary Companies have been kept
for inspection by any Member at the Registered Office of the Company. The statements are
also available on the website of the Company www.gromotrade.com
CORPORATE SOCIAL RESPONSIBILITY
Pursuant to Section 135 of the Companies Act, 2013 and the relevant
rules, the Company is not required to spend any amount towards CSR Expenditure as none of
the thresholds limits as specified in Section 135 is crossed.
MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES:
In terms of the provisions of Section 197(12) of the Actread with Rule
5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a
statement containing the disclosures pertaining to remuneration and other details as
required under the Act and the above Rules are provided in the Annual Report. The
disclosures as specified under Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, have annexed as Annexure VI.
REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION &
ANALYSIS:
The reports on Corporate Governance and Management Discussion and
Analysis for the year under review, as stipulated under regulation 34 and Schedule V of
SEBI (Listing Obligation & Disclosure Requirement) Regulations, 2015 form part of the
Annual Report, have been appended to this Report as Annexure VII and Annexure VIII respectively.
NUMBER OF MEETINGS OF THE BOARD:
The Board meets at regular intervals to discuss. The intervening gap
between the two consecutive meetings did not exceed 120 days as prescribed under the
Companies Act, 2013.
The details of the number of meetings of the Board held during the
Financial Year 2022-2023 forms part of the Corporate Governance Report.
COMMITTEES OF THE BOARD:
The Board of Directors has the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders' Relationship Committee
The details of the Committees along with their composition, number of
meetings and attendance at the meetings are provided in the Corporate Governance Report.
AUDITORS CERTIFICATE ON CORPORATE COVERNANCE AND MANAGEMENT REPORT ON
CODE OF CONDUCT:
For details, kindly refer the Annexure IX to this Report
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
AFTER COMPLITION OF FINANCIAL YEAR AND BEFORE ADOPTION OF BOARD REPORT
FOR 2022-2023:
1. The Board in their meeting approved and called Balance call money of
Rs. 39,64,268/- (Rupees Thirty Nine Lakhs Sixty Four Thousand Two Hundred Sixty Eight
Only) towards Final Reminder cum forfeiture Notice for partly paid up equity shares of
face value of Rs. 1/-.
2. The Board of Directors in their Meeting held on 13th May,
2023 allotted 3,32,039 Equity Shares, pursuant to conversion of Partly Paid up Equity
Shares into Fully Paid up share capital.
3. The Board approved forfeiture of 16,50,095 Partly Paid up Equity
Shares, due to non receipt of call monies on Shares issued on Right basis.
4. After the Closure of Financial year before adoption the Board has
approved and Changed the Registered Office of the Company w.e.f. 12th August,
2023 from 1st Floor, Purva Building, Tejpal Scheme Road No. 3, Vile Parle (East),
Mumbai MH 400057 IN" to 2nd Floor, Purva Building, Tejpal Scheme Road No. 3,
Vile Parle (East), Mumbai MH 400057 IN.
5. The Company has sold the entire holding consisting of 25,75,740
Equity Shares- of M/s Prime Flix Private Limited at an aggregate value of Rs. 50,00,000/-
(Rupees Fifty Lakhs Only). As a result, presently, the Prime Flix Private Limited is no
more the Wholly Owned Subsidiary Company of the Company w.e.f. August 12, 2023.
6. The Company has purchased remaining 51,500 Equity Shares at a price
of Rs. 10/- per share of its Associate Company M/s. Tmart Platform Private Limited at an
aggregate value of Rs. 5,15,000/- (Rupees Five Lakhs Fifteen Thousand Only).
As a result, the Tmart become the Wholly owned subsidiary Company of
the Company w.e.f. August 12, 2023.
No Other material changes and commitments affecting the financial
position of the Company occurred during Financial Year 2022-2023, till the date of this
report.
RISK MANAGEMENT AND INTERNAL CONTROLS:
The Company has the Risk Management and Internal Control framework in
place commensurate with the size of the Company. However Company is trying to strengthen
the same. The details of the risks faced by the Company and the mitigation thereof are
discussed in detail in the Management Discussion and Analysis Report that forms part of
the Annual Report.
FOREIGN EXCHANGE:
he Company does not have any Foreign exchange earnings / expenses
during the year under review and therefore the information in respect of Foreign Exchange
Earnings and Outgo as required by Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules, 1988 is not provided.
DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT
AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS
During the year under review, there has been no one-time settlement of
Loans taken from Banks and Financial Institutions.
CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION:
The Chief Financial Officer Certification as required under Schedule IV
of SEBI (Listing Obligation & Disclosure Requirement) Regulations, 2015 and Chief
Executive Officer Declaration about the Code of Conduct is Annexed to this Report as Annexure
X'.
LISTING OF SHARES:
Equity shares of your Company are listed on Bombay Stock Exchange only
and the Company has paid the necessary Listing fees for the year 2022-2023.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Details of investments covered under section 186 of the Companies Act,
2013 will be produced for verification to the members at the Registered Office of the
company on their request.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
The Company is not required to give information relating to
conservation of energy and technology absorption as the Company is not engaged in any
activities referred to in Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988.
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Company is committed to the high standards of Corporate Governance
and stakeholder responsibility. The Company has established a vigil mechanism to be known
as the Whistle Blower Policy' for its Directors and employees, to report
instances of unethical behavior, actual or suspected, fraud or violation of the
Company's Code of Conduct.
The aim of the policy is to provide adequate safeguards against
victimization of whistle blower who avails of the mechanism and also provide direct access
to the Chairman of the Audit Committee, in appropriate or exceptional cases.
Accordingly, Whistle Blower Policy' has been formulated with
a view to provide a mechanism for the Directors and employees of the Company to approach
the Chairman of the Audit Committee of the Company.
The purpose of this policy is to provide a framework to promote
responsible and secure whistle blowing. It protects employees willing to raise a concern
about serious irregularities within the Company.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:
The Company has put in place adequate internal financial controls with
reference to the Financial Statements commensurate with the size of the Company. The Board
has adopted 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 fraud, error reporting mechanism, the accuracy and
completeness of the accounting records, and the timely preparation of reliable financial
disclosures.
The Audit Committee regularly reviews the internal control system to
ensure that it remains effective and aligned with the business requirements. In case
weaknesses are identified as a result of the reviews, new procedures are put in place to
strengthen controls. Further, the Board annually reviews the effectiveness of the
Company's internal control system. The Directors and Management confirm that the
Internal Financial Controls (IFC) are adequate with respect to the operations of the
Company.
A report of the Auditors pursuant to Section 143(3) (i) of the
Companies Act, 2013 certifying the adequacy Internal Financial Controls is annexed with
the Auditors' Report
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN
FUTURE:
No such order passed during the Financial Year 2022-2023.
FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS:
Your company has organized a familiarization programme for the
independent directors as per the requirement of the Companies Act, 2013 alongwith the
requirements of SEBI(LODR), Regulations 2015.
POLICY FOR PREVENTION OF INSIDER TRADING & REDRESSAL OF SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE:
The Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate trading insecurities 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 Directors and
the designated employees have confirmed compliance with the Code.
The Company has in place a Prevention of Sexual Harassment Policy in
line with the requirements of The Sexual Harassment of Women at the workplace (Prevention,
Prohibition & Redressal) Act, 2013, An Internal Complaints Committee has also been
setup to redress complaints received on sexual harassment. All employees (Permanent,
contractual, temporary, trainees) are covered under this policy. Your Directors state that
during the year under review, there were no cases filed pursuant to the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
POLICY ON ORDERLY SUCCESSION FOR APPOINTMENT:
The Board has framed a policy which lays down a framework in relation
to Orderly succession of Directors senior Management based on recommendation made by
Nomination and Remuneration Committee.
The key features of the policy are as follows:
Criteria for appointment and removal of Director, key managerial
personnel and senior management. Criteria for performance evaluation. Criteria for fixing
the remuneration of Director, key managerial personnel and senior management.
GREEN INITIATIVE IN CORPORATE GOVERNANCE:
The ministry of corporate Affairs (vide circular nos.17/2011 and
18/2011 dated April 21 and April 29, 2011 respectively), has undertaken Green
initiative in corporate Governance' and allowed companies to share documents with its
shareholders through an electronic mode. Members are requested to support their green
initiative by registering/updating their email addresses, in respect of shares held in
dematerialized form with their respective depository participants and in respect of shares
held in physical form with RTA of Company.
INVESTOR RELATIONS:
Your company always endeavors to keep the time of response to
shareholders request/grievance at the minimum. Priority is accorded to address all the
issues raised by shareholders and provide them a satisfactory reply at the earliest
possible time. The Stakeholder Relationship Committee of the board meets periodically and
reviews the status of the Shareholders' Grievances.
ACKNOWLEDGEMENT:
Your Directors would like to express their sincere appreciation for the
assistance and co-operation received from the financial institutions, banks, Government
authorities 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.
For & on behalf of Board of
Directors |
For PRISMX GLOBAL VENTURES LIMITED |
Sd/- |
Sd/- |
Ravindra Bhaskar Deshmukh |
Priyanka Ramesh Shetye |
(Executive Director) |
(Non Executive Director) |
DIN: 00290973 |
DIN: 09719611 |
Place: Mumbai |
|
Date: 06/09/2023 |
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