To,
Dear Shareholders,
Your Directors have pleasure in presenting 30th ("Thirtieth")
Annual Report together with the Audited Financial Statements of the Company for the
Financial Year ("FY") ended on 31st March, 2023.
FINANCIAL RESULTS:
|
|
(Rs. in Lakhs) |
Particulars |
Year Ended on 31st March, 2023 |
Year Ended on 31st March, 2022 |
Revenue from Operations |
26125.30 |
18195.54 |
Other Income |
226.25 |
345.05 |
Total Revenue |
26351.54 |
18540.59 |
Earnings before Interest, Tax, Depreciation & Amortization |
6288.76 |
2721.17 |
Finance Cost |
3.10 |
4.61 |
Depreciation |
144.56 |
70.65 |
Profit Before Tax |
6141.10 |
2645.91 |
Payment & Provision of Current Tax |
1493.21 |
665.00 |
Deferred Tax Expenses/(Income) |
3.63 |
4.48 |
Profit After Tax |
4644.26 |
1976.42 |
STATE OF COMPANY'S AFFAIRS:
During the year under review, the Revenue from Operation of the Company increased from
Rs.18195.54 Lakhs to Rs.26125.30 Lakhs. Pursuant to the increase in sale of the Company
the profit of the Company increased from Rs.1976.42 lakhs to Rs.4644.26 lakhs.
The Financial Statements as stated above are available on the website of the Company at
https://euro7000.com/ .
CHANGE IN NATURE OF BUSINESS, IF ANY:
There has been no change in the nature of business of the Company.
DIVIDEND:
The Board of Directors is pleased to recommend a dividend of Rs.6.00/- (60.00%) per
Equity Share of Rs.10/- each on fully paid equity shares of the Company, subject to
approval of the shareholders at the ensuing Annual General Meeting of the Company. The
Final dividend recommended, shall be paid to the members or before 29th
September, 2023 whose name appears in the Register of Members, as on the Record date i.e.
Friday, 15th September, 2023.
The dividend recommended is in accordance with the Company's Dividend Distribution
Policy.
The dividend distribution policy, in terms of regulation 43A of the Listing
Regulations, is available on the website of the Company at https://euro7000.com/ .
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
Other than as stated elsewhere in this report, there were no material changes and
commitments affecting the financial position of the Company, which occurred between the
end of the financial year to which this financial statement relates on the date of this
Integrated Annual Report.
ISSUE OF EQUITY SHARES
The Company has issued and allotted 80,00,000 Equity Shares via Bonus Issue on
19.09.2022 to the Existing Equity Shareholders. After that, the paid up equity share
capital of the Company increased from Rs.4,00,00,000/- to Rs.12,00,00,000/-.
ADOPTION OF NEW SET OF ARTICLES OF ASSOCIATION
The Company has adopted new set of Articles of Association of the Company in the 29th
AGM held on 1st September, 2022.
AMOUNT TO BE TRANSFERRED TO RESERVES:
During the financial year, no amount was proposed to transfer to the Reserves account.
DEPOSITS:
During the financial year, your Company has not accepted any amount as Public Deposits
within the meaning of provisions of Chapter V - Acceptance of Deposits by Companies of the
Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
FINANCE:
To meet the funds requirement of working / operational capital your Company utilize the
internal accruals as funds.
CREDIT RATING:
The provisions related to Credit Rating does not applicable to the Company.
DISCLOSURE RELATING TO SUBSIDIARIES, ASSOCIATES
Your Company does not have any holding, subsidiary, associate or any joint venture.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
MERGERS AND ACQUISITIONS:
There were no mergers/acquisitions during the year.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The composition of the Board of Directors of the Company on 31st March, 2023
is as under:
i) Directors to retire by Rotation:
In accordance with the provisions of Section 152 of the Companies Act, 2013 and the
Articles of Association of your Company, Mrs. Jyotika Jagdishbhai Patel (DIN:07134331)
Director of the Company, retire by rotation at the ensuing Annual General Meeting and
being eligible have offered themselves for re-appointment.
The details as required under the provisions of the Companies Act and Listing
Regulations are provided in the Notice convening the ensuing Annual General Meeting.
ii) Appointment of Director:
Your Director has appointed Ms. Priyanka Gola (DIN:09384530) as an additional
Non-Executive Independent Director of the Company in their Board Meeting held on
27.07.2023. Now, in this 30th AGM, it is proposed to appoint her as a
Non-Executive Independent Director of the Company for a period of 5 years w.e.f.
22.09.2023.
iii) Declaration by Independent Directors:
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed under the provisions
of Section 149(6) of the Companies Act, 2013 read with Schedules & Rules issued
thereunder as well as Regulation 16 of the Listing Regulations.
The Independent Directors have complied with the Code for Independent Directors
prescribed in Schedule IV to the Act.
iv) Key Managerial Personnel (KMP):
Pursuant to Section 2 (51) and Section 203 of the Companies Act, 2013 read with Rules
framed there under, the following executives have been designated as Key Managerial
Personnel (KMP) of the Company.
1. Mr. Utkarsh Jagdishbhai Patel - Managing Director
2. Mr. Manish Shantilal Jain - Company Secretary
3. Mr. Ashok Chinubhai Jardosh - Chief Finance Officer
There has been no change in the Key Managerial Personnel of the Company during the
financial year ended 31st March, 2023.
MEETINGS OF THE BOARD:
During the year, Eight Board meetings were convened and held on 17.05.2022, 13.06.2022,
04.08.2022, 19.09.2022, 09.11.2022, 20.12.2022, 10.02.2023 and 24.03.2023 respectively, in
respect of which meetings proper notices were given and the proceedings were properly
recorded and signed.
DIRECTORS' RESPONSIBILITY STATEMENT:
In pursuance of Section 134(5) of the Companies Act, 2013 read with the rules made
there under, including any enactment or reenactment thereon, the Directors hereby confirm
that:
a) In the preparation of the Annual Accounts for the year ended on 31st
March, 2023, the applicable accounting standards had been followed along with proper
explanation relating to material departures;
b) The Directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at 31st March, 2023 and of the
Profit of the Company for the period ended on 31st March, 2023.
c) 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 annual accounts on a going concern basis;
e) The Directors had laid down Internal Financial Controls ('IFC') 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.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The Company has conducted familiarisation programme for Independent Directors during
the year. The details of the same are given in the Corporate Governance Report and also
posted on the website of the Company at https://euro7000.com/.
BOARD PERFORMANCE EVALUATION:
Pursuant to the provisions of the Act and Regulation 17 of Listing Regulations, the
Board has carried out the annual performance evaluation of its own performance and that of
its statutory committee's Viz., Audit Committee, Stakeholder Relationship Committee,
Nomination and Remuneration Committee and Corporate Social Responsibility Committee , Risk
Management Committee and also of the individual Directors.
A structured questionnaire was prepared after taking into consideration inputs received
from the Directors, covering various aspects of the Board's functioning such as adequacy
of the composition of the Board and its Committees, Board culture, execution and
performance of specific duties, obligations and governance.
A separate exercise was carried out to evaluate the performance of Directors on
parameters such as level of engagement and contribution, independence of judgment
safeguarding the interest of the Company and its minority shareholders etc. The entire
Board carried out the performance evaluation of the Independent Directors and also
reviewed the performance of the Secretarial Department.
As required under the provisions of the Act and the Listing Regulations, a separate
meeting of the Independent Directors of the Company was held on 24th March,
2023 to evaluate the performance of the Chairman, Non- Independent Directors and the Board
as a whole and also to assess the quality, quantity and timeliness of flow of information
between the management of the Company and the Board.
The Directors expressed their satisfaction with the evaluation process.
REMUNERATION POLICY:
The Board has on the recommendation of the Nomination & Remuneration Committee
framed a policy for selection and appointment of Directors, Senior Management and their
remuneration. A brief detail of the policy is given in the Corporate Governance Report and
also posted on the website of the Company at https://euro7000.com/ .
Non-Executive Directors are paid sitting fees for attending each meeting of the Board
and/or Committee of the Board, approved by the Board of Directors within the overall
ceilings prescribed under the Act and Rules framed thereunder.
All the Executive Directors (i.e. Chairman/Managing Director/ Whole-time Director) are
paid remuneration as mutually agreed between the Company and the Executive Directors
within the overall limits prescribed under the Companies Act, 2013.
In determining the remuneration of the Senior Management Employees, the Nomination and
Remuneration Committee ensures / considers the following:
The remuneration is divided into two components viz. fixed component comprising
salaries, perquisites and retirement benefits and a variable component comprising
performance bonus;
The remuneration including annual increment and performance bonus is decided
based on the criticality of the roles and responsibilities, the Company's performance
vis-a-vis the annual budget achievement, individual's performance vis-a-vis Key Result
Areas (KRAs) / Key performance Indicators (KPIs), industry benchmark and current
compensation trends in the market.
COMMITTEES:
The composition of committees constituted by Board along with changes, if any, forms
part of the Corporate Governance Report, which forms part of this Annual report.
I. Audit Committee:
The Company has constituted an Audit Committee in terms of the requirements of the Act
and Regulation 18 of the Listing Regulations. The details of the same are disclosed in the
Corporate Governance Report.
II. Stakeholders Relationship Committee:
The Company has constituted a Stakeholders Relationship Committee in terms of the
requirements of the Act and Regulation 20 of the Listing Regulations. The details of the
same are disclosed in the Corporate Governance Report.
III. Nomination and Remuneration Committee:
The Company has constituted a Nomination and Remuneration Committee in terms of the
requirements of the Act and Regulation 19 of the Listing Regulations. The details of the
same are disclosed in the Corporate Governance Report.
IV. Risk Management Committee:
The Company has constituted a Risk Management Committee in terms of the requirements of
Regulation 21 of the Listing Regulations. The details of the same are disclosed in the
Corporate Governance Report.
V. Corporate Social Responsibility Committee:
As per the provision of Section 135 read with Schedule VII of the Companies Act, 2013
and the Companies (Corporate Social Responsibility Policy) Rules 2014, the Company has
constituted Corporate Social Responsibility (CSR) Committee and formulated Corporate
Social Responsibility Policy (CSR Policy). The composition of CSR Committee is given in
the Corporate Governance Report.
The Company has identified projects in accordance with Schedule VII of the Companies
Act, 2013, such as eradication of poverty, women empowerment, education, health care and
such other projects. The Annual Report on CSR activities for the FY 2022-23 is annexed to
this report as 'Annexure - A'
AUDITORS AND AUDITORS' REPORT:
Statutory Auditors:
M/s. Suresh R. Shah and Associates, Chartered Accountants, Ahmedabad (Firm Regn. No.
110691W) were re-appointed as Statutory Auditors for the Second Term to hold office till
the conclusion of 29th AGM to be held in 2023. Now, the term of the auditor
will be expired.
Therefore, your Directors have proposed to appoint M/s. R Kabra & Co. LLP, (ICAI
Firm Registration No. 104502W/W100721) were appointed as the Statutory Auditors of the
Company for a First term of five years from the conclusion of 30th Annual
General Meeting held in 2023 to the conclusion of 35th Annual General Meeting
of the Company to be held in 2028, subject to ratification of their appointment by the
Members at every intervening Annual General Meeting.
M/s. R Kabra & Co. LLP have confirmed their eligibility and qualification required
under Section 139, 141 and other applicable provisions of the Companies Act, 2013 and
rules made thereunder (including any statutory modification(s) or reenactments) thereof
for the time being in force).
The Notes to the Financial Statements referred in the Auditors' Report are
self-explanatory.
There are no qualifications or reservations, or adverse remarks made by Statutory
Auditors of the Company and therefore do not call for any comments under Section 134 of
the Act. The Auditors' Report is attached with the Financial Statements in this Annual
Report.
Secretarial Auditors:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your
Company had engaged the services of M/s Meenu Maheshwari & Associates, a firm of
Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the
financial year ended 31st March, 2023. The Secretarial Audit Report in Form No.
MR - 3 for the financial year ended 31st March, 2023 is annexed to this report
as 'Annexure - B!
The Secretarial Auditor has made an observation and Board of Directors of your Company
has already Complied on the respective Observations.
Internal Auditor:
M/s. VMAN and Associates Chartered Accountants was appointed as its Internal Auditors
for Financial Year 2022-2023 to carry out the periodic audit as per the Scope Work.
Frauds Reported by Auditors
During the year under review, no instance of fraud in the Company was reported by the
Auditors.
INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Company has in its place adequate Internal Financial Controls with reference to
Financial Statements. During the year, such controls were tested and no reportable
material weakness in the design or operation of Internal Finance Control System was
observed.
For all amendments to Accounting Standards and the new standards notified, the Company
carries out a detailed analysis and presents the impact on accounting policies, financial
results including revised disclosures to the Audit Committee. The approach and changes in
policies are also validated by the Statutory Auditors.
Further, the Audit Committee periodically reviewed the Internal Audit Reports submitted
by the Internal Auditors. Internal Audit observations and corrective action taken by the
Management were presented to the Audit Committee. The status of implementation of the
recommendations were reviewed by the Audit Committee on a regular basis and concerns if
any were reported to the Board.
As per the relevant provisions of the Companies Act, 2013, the Statutory Auditors have
expressed their views on the adequacy of Internal Financial Control in their Audit Report.
RELATED PARTY TRANSACTIONS (RPT):
All Related Party Transactions entered during the financial year were on an Arm's
Length Basis and were in the ordinary course of business. The Company has not entered in
to materially related party transactions i.e., exceeding 10% or more of the turnover of
the Company with related parties, which may have a potential conflict with the interest of
the Company at large. Hence, no transactions are required to be reported in Form AOC-2.
During the year, all Related Party Transactions were placed before the Audit Committee
and the Board for approval. The Company, whenever required, has obtained approval of the
Shareholders of the Company before entering into Materially Related Party Transactions.
As required under Regulation 23 of the Listing Regulations, the Company has framed a
Policy on Materiality of Related Party Transactions and on dealing with Related Party
Transactions which is available on the website of the Company at https:// euro7000.com.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has formulated a Vigil Mechanism-cum-Whistle Blower Policy
("Policy") as per the requirements of Section 177 of the Companies Act, 2013 and
Regulation 22 of the LODR requirements. The Policy is applicable to all Directors and
Employees of the Company. The Policy is to deal with instance of unethical behaviour,
actual or suspected fraud or violation of Company's code of conduct, if any. The said
Policy is available on the website of the Company at https://euro7000.com.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
As per the requirement of the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 read with rules made thereunder, your
Company has constituted Internal Complaint Committee (ICC) as per requirement of the Act
which is responsible for redressal of complaints relating to sexual harassment against
woman at workplace. The Sexual Harassment of Women Policy formed is available on the
website of the Company at https://euro7000.com.
During the year, no complaint was lodged with the ICC nor any such instance was
reported and the management was happy to take the same on record.
PARTICULARS OF EMPLOYEES:
Details of remuneration of Directors, KMPs and employees as per Section 197 of the
Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, are annexed to this report as 'Annexure - C!
However, as per the provisions of Section 136 of the Companies Act, 2013, the Annual
Report is being sent to the Members and others entitled thereto, excluding the information
on employees' remuneration particulars as required under Rule 5 (2) & (3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The
disclosure is available for inspection by the Members at the Registered Office of your
Company during business hours on all working days (except Saturday) of the Company up to
the date of the ensuing AGM. Any Member interested in obtaining a copy thereof, may write
to the Company Secretary of the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information pertaining to Conservation of Energy, Technology Absorption, Foreign
Exchange Earnings and Outgo as required under Section 134(3)(m) of the Companies Act, 2013
read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed to this report as 'Annexure
- D!
SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE AUTHORITY:
No significant or material orders were passed by the Regulators or Courts or Tribunals
which impact the going concern status of the Company and its future operations.
CORPORATE GOVERNANCE:
The Report on Corporate Governance for FY2023, as per Regulation 34(3) read with
Schedule V of the Listing Regulations along with the Certificate from Practicing Company
Secretary confirming the compliance with the conditions of Corporate Governance forms part
of this Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS:
As per Clause 34(2)(e) of the Listing Regulations, a detailed report on the Management
Discussion and Analysis forms part of this Annual Report.
ANNUAL RETURN:
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, the Annual
Return as on 31st March, 2023 of the Company is available on Company's website
and can be accessed, at https://euro7000.com.
BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT:
As per Regulation 34 of the Listing Regulations, the Business Responsibility and
Sustainability Report does not applicable to the Company.
INSURANCE:
The Company's Plant, Property, Equipment and Stocks are adequately insured under the
Industrial All Risk (IAR) Policy. The Company has insurance coverage for Product Liability
and Public Liability Policy and Commercial General Liability (CGL). It also maintains
various other types of insurance, such as Erection All Risk for its major capital
expenditures projects, Directors' and Officers' liability, Transit cover, Charterers'
liability cover, Marine policy and Employee Benefit Insurance policies. The Company covers
the properties on full sum insured basis on replacement value. The scope of coverage,
insurance premiums, policy limits and deductibles are in line with the size of the Company
and its nature of business.
ENVIRONMENT:
As a responsible corporate citizen and as an adhesives manufacturer environmental
safety has been one of the key concerns of the Company. It is the constant endeavor of the
Company to strive for compliant of stipulated pollution control norms.
INDUSTRIAL RELATIONS:
The relationship with the workmen and staff remained cordial and harmonious during the
year and management received full cooperation from employees.
DETAILS OF NODAL OFFICER
In accordance with Rule 7(2A) of Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016, the detail of Nodal Officer of the
Company, for the purpose of coordination with Investor Education and Protection Fund
(IEPF) Authority is as under:
Name: |
Mr. Utkarsh Patel |
Designation: |
Managing Director |
Postal Address: |
1104 -1112, Elite, Nr. Shapath Hexa, Nr. Sola |
|
Over Bridge, S.G. Highway, Ahmedabad |
|
380 060 |
Telephone No.: |
+91 079 29700574 |
E-mail ID: |
info@euro7000.com |
The Company has also displayed the above details of Nodal Officer at its Website at
https://euro7000.com.
OTHER DISCLOSURES AND INFORMATION:
(A) Secretarial Standards:
During the year under review, the Company is in Compliance with the Secretarial
Standards issued by the Institute of Company Secretaries of India (ICSI) on Meetings of
the Board of Directors (SS-1) and General Meetings (SS-2).
The Company has complied with the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India and approved by the Central Government under
Section 118(10) of the Act.
(B) Annual Listing Fee:
The Company has paid listing fees to BSE Limited.
(C) No One Time Settlement:
There was no instance of one-time settlement with any Bank or Financial Institution.
ACKNOWLEDGMENT:
Your Directors thank the various Central and State Government Departments,
Organizations and Agencies for the continued help and co-operation extended by them. The
Directors also gratefully acknowledge all stakeholders of the Company viz. Customers,
Members, Dealers, Vendors, Banks and other business partners for the excellent support
received from them during the year. The Directors place on record unstinted commitment and
continued contribution of the Employee to the Company.
|
For and on behalf of the Board |
|
Jagdish Patel |
Date: 27072023 |
Chairman and Whole Time Director |
Place: Ahmedabad |
(DIN:00304924) |
|