Dear Members,
Your director's have pleasure in presenting the Director's Report and the Audited
Statement of Accounts (Standalone & Consolidated) of the Company for the Financial
Year ended 31st March 2023.
FINANCIAL SUMMARY/HIGHLIGHTS, OPERTAIONS STATE OF AFFAIRS:
The performance of the Company during the year has been as under:
(Rs. In Lakhs)
|
Standalone |
Consolidated |
Particulars |
2022-2023 |
2021-2022 |
2022-2023 |
2021-2022 |
Total Revenue from operations |
260.33 |
19.90 |
260.33 |
19.90 |
Other Income (Including Exceptional Items) |
12.36 |
13.87 |
12.36 |
13.87 |
Total Expenses |
201.55 |
14.59 |
201.55 |
14.59 |
Profit/(Loss) Before Tax |
71.14 |
19.18 |
71.14 |
19.18 |
Less: Taxation |
|
|
|
|
a) Current Tax |
22.20 |
5.99 |
22.20 |
5.99 |
a. Deferred Tax |
- |
- |
- |
|
Profit / (Loss) After Tax |
48.94 |
13.19 |
48.94 |
13.19 |
Other Comprehensive Income |
- |
- |
- |
- |
Total profit/(Loss) for the period |
48.94 |
13.19 |
48.94 |
13.19 |
Earning per Equity Share- Basic & Diluted (in Rs.) |
0.07 |
0019 |
0.07 |
0019 |
REVIEW OF OPERATIONS:
STANDALONE
On Standalone basis, the total revenue of the Company for the Financial Year 2022-23
was Rs. 260.33 lakhs as against Rs. 19.90 Lakhs for the previous Financial Year. The net
profit for the Financial Year 2022-23 is Rs. 48.94 lakhs as against the net profit of Rs.
13.19 lakhs for the previous Financial Year.
CONSOLIDATED
The total revenue of the Company for the Financial Year under review on Consolidated
basis was Rs. 260.33 lakhs for the Financial Year 2022-23. The net profit of Rs. 48.94
Lakhs for the Financial Year 2022-23.
CHANGE IN THE NATURE OF THE BUSINESS, IF ANY:
During the period under review and the date of Board's Report there was no change in
the nature of Business.
RESERVES
During the year your Company has not transferred any amount to General Reserve.
The Closing balance of reserves, including retained earnings, of the Company as at
March 31st 2023 is Rs. 91.51 Lakhs.
SHARE CAPITAL
Authorized Share Capital: During the year under review, there was no change in
authorized share capital of the Company. Authorized share capital of the company as on
March 31, 2023 was Rs.7,50,00,000 comprising of 7,50,00,000 equity shares of Rs.1 each.
Paid-up Share Capital: During the year under review, there was no change in paid up
share capital of the Company. Paid up share capital of the company as on March 31, 2023
was Rs.6,85,48,000 comprising of 6,85,48,000 equity shares of Rs.1 each.
ISSUE OF SHARES
During the year under review, the Company has not issued any shares.
DIVIDEND
Considering the current financial position of your Company and future prospects, your
directors have decided not to recommend dividend for the year.
UNPAID / UNCLAIMED DIVIDEND
There is no amount of dividend lying the unpaid or unclaimed dividend account of the
Company.
SHARES TRANSFERRED TO INVESTOR EDUCATION AND PROTECTION FUND
No shares were transferred to the Investor Education and Protection Fund during the
year under review.
MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There are no major material changes and commitments affecting the financial position of
the Company after the end of the financial year and up to date of this report.
BOARD MEETINGS:
The Board of Directors duly met Five (5) times during the year under review. The dates
on which the meetings were held are 30.05.2022, 14.08.2022, 08.09.2022, 14.11.2022 and
10.02.2023.
APPOINTMENT / RE-APPOINTMENT / RESIGNATION / RETIREMENT OF DIRECTORS /CEO/ CFO AND KEY
MANANGERIAL PERSONNEL:
Re-appointment of Mr. Amaresh Rao Gaikward as Whole-time Director of the Company w.e.f.
19.02.2024.
Mr. Hriday Bahri retires by rotation and being eligible offers himself for
reappointment.
As required under regulation 36 (3) of the SEBI (LODR), Regulations, 2015, brief
particulars of the Directors seeking appointment/re-appointment are given as under:
Name of the Director |
Amaresh Rao Gaikward |
Hriday Bahri |
Date of Birth |
24.10.1969 |
16.01.1997 |
Qualification |
Graduate |
Graduate |
Expertise in specific functional areas |
Over 24 Years of experience of real estate's focusing in the area of marketing and
leasing. |
He has done Business Administration in Real Estate & Urban Infrastructure and
specializes in sales and marketing. His passion & experience in hospitality & real
estate sector is highly appreciated. His contribution to industry since the last few years
has been very immense and remarkable. |
Names of Listed entities in which the person also holds the
Directorship and the membership of Committees of the board |
-- |
-- |
Shareholding of non-executive Directors. |
-- |
-- |
No. of Shares held in the Company |
-- |
75,20,000 |
Inter se relationship with any Director |
-- |
Father of Mr. Hriday Bahri |
DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:
The Company has received declarations from Independent Directors of the Company to the
effect that they are meeting the criteria of independence as provided in Sub-Section (6)
of Section 149 of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.
Further, the Company has also received declarations from the Independent Directors to
the effect that they have complied with the Code of Conduct of Independent Directors as
prescribed in Schedule IV of the Companies Act, 2013.
FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:
Independent Directors are familiarized about the Company's operations and businesses.
Interaction with the Business heads and key executives of the Company is also facilitated.
Direct meetings with the Chairman are further facilitated to familiarize the incumbent
Director about the Company/its businesses and the group practices.
The details of familiarisation programme held in FY 2022-2023 are also disclosed on the
Company's website.
PROFICIENCY OF DIRECTORS:
The Company is making efforts in the process of registration of Independent Directors
with the Indian Institute of Corporate Affairs. All the Independent Directors shall
undertake the test as prescribed.
POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION AND OTHER DETAILS:
The assessment and appointment of Members to the Board is based on a combination of
criterion that includes ethics, personal and professional stature, domain expertise,
gender diversity and specific qualification required for the position. The potential Board
Member is also assessed on the basis of independence criteria defined in Section 149(6) of
the Companies Act, 2013.
In accordance with Section 178(3) of the Companies Act, 2013, on the recommendations of
the Nomination and Remuneration Committee, the Board adopted a remuneration policy for
Directors, Key Management Personnel (KMPs) and Senior Management.
NON-EXECUTIVE DIRECTORS' COMPENSATION AND DISCLOSURES:
None of the Independent / Non-Executive Directors has any pecuniary relationship or
transactions with the Company which in the Judgment of the Board may affect the
independence of the Directors.
BOARD EVALUATION
The Nomination and Remuneration Committee lays down the criteria for performance
evaluation of Independent Directors, Board of Directors and Committees of the Board.
The criteria for performance evaluation is based on the parameters like attendance and
participation at the meetings of the Board and Committees thereof, contribution to
strategic decision making, review of financial statements, business performance. The
evaluation of Board of Directors is performed by the Board after seeking all the inputs
from the Directors and the Board Committees by seeking inputs from the Committee members.
The performance evaluation of the individual directors is done by the Nomination and
Remuneration Committee.
The performance evaluation of non-independent directors, the Board as a whole and the
Chairman is done by a separate meeting of independent directors after taking inputs from
the Executive directors.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 134(3)(C) and 134(5) of the Companies Act, 2013
and on the basis of explanation given by the executives of the Company and subject to
disclosures in the Annual Accounts of the Company from time to time, we state as under:
1. That in the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to material
departures;
2. That the Directors have selected such accounting policies and applied them
consistently and made judgment and estimates that are reasonable and prudent so as to give
a true and fair view of the state of affairs of the Company at the end of the financial
year and of the profit or loss of the Company for that period;
3. That 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;
4. That the Directors have prepared the annual accounts on a going concern
basis:
5. That the Directors have lain down internal financial controls to be followed
by the Company and that such internal financial controls are adequate and are operating
effectively; and
6. That the Directors have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and operating
effectively.
ANNUAL RETURN:
Pursuant to Sections 92 & 134(3) of the Act and Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual Return in Form MGT-7 is also
available on the Company's website.
NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT
VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:
There have been no Companies which have become or ceased to be the Subsidiaries, Joint
Ventures or Associate Companies during the year.
INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES /
ASSOCIATES/ JOINT VENTURES:
As on 31st March, 2023, the Company has one Subsidiary Company namely
Delicieux Restaurants Private Limited. The Financial performance of the Subsidiary Company
is mentioned in FORM AOC- 1 in accordance with Section 129(3) of the Companies Act, 2013
which is annexed as Annexure I to this Annual Report.
STATUTORY AUDITORS:
N G Rao & Associates., Chartered Accountants (Firm Registration No. 137193W) has
resigned as Statutory Auditors of the Company before the expiry of their tenure.
Accordingly, the appointment of S. D. Mehta & Co, as Statutory Auditors of the
Company, in place of resigned auditors is placed for approval to the Shareholders. The
Auditors have confirmed that they have subjected themselves to the peer review process of
Institute of Chartered Accountants of India (ICAI) and hold valid certificate issued by
the Peer Review Board of the ICAI.
S. D. Mehta & Co, Chartered Accountants are being appointed as the Statutory
Auditors of the Company, to hold office from the conclusion of 29th AGM held in
the year 2023, until the conclusion of the 34th AGM to be held in the year
2028.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB SECTION (12) OF SECTION 143
OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:
There have been no frauds reported by the Auditors u/s 143(12).
INTERNAL AUDITORS:
Pursuant to the provisions of Section 138 of the Companies read with rules made there
under, the Board has appointed M/s. Ravi & Co, Chartered Accountants as Internal
Auditors of the Company for the Financial Year 2023-2024.
DISCLOSURE ABOUT COST AUDIT:
In terms of the provisions of Section 148 of the Companies Act, 2013, read with Rule 3
& 4 of The Companies (Cost Record and Audit) Rules, 2014 and all other applicable
provisions of the Companies Act, 2013, the Cost Audit is not applicable to the Company.
SECRETARIAL AUDITOR:
Pursuant to the provisions of Section 134(3) (f) & Section 204 of the Companies
Act, 2013, the Board has appointed Ms. Payal Bafna, Practicing Company Secretary to
undertake Secretarial Audit of the Company for Financial Year ending 31.03.2023.
The report of the Secretarial Auditor is enclosed herewith vide Annexure-II of this
Report.
QUALIFICATIONS IN AUDIT REPORTS:
Explanations or comments by the Board on every qualification, reservation or adverse
remark or disclaimer made
(a) Statutory Auditors Report:
The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the year
ended 31st March, 2023 and has noted that the same does not have any
reservation, qualification or adverse remarks. However, the Board decided to further
strengthen the existing system and procedures to meet all kinds of challenges and growth
in the market expected in the coming years.
(b) Secretarial Audit Report:
The Board has duly reviewed the Secretarial Audit Report for the year ended 31st
March, 2023 on the Compliances according to the provisions of Section 204 of the Companies
Act 2013, and has noted that the same does not have any reservation, qualification or
adverse remarks.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The Company has not given loans, Guarantees or made any investments during the year
which attracts the provisions of Section 186 of the Companies Act, 2013.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were on
arm's length basis and were in the ordinary course of business. There were no material
significant related party transactions made by the Company with the Promoters, Directors,
Key Managerial Personnel or the Senior Management which may have a potential conflict with
the interest of the Company at large.
All related party transactions were placed before the Audit Committee/Board for
approval. Prior approval of the Audit Committee was obtained for the transactions which
are foreseen and are in repetitive in nature.
None of the Directors have any pecuniary relationship or transactions with the Company,
except payments made to them in the form of remuneration, rent, sitting fees and interest
on unsecured loans.
The Company has not entered into any contracts/arrangements with related parties
referred to Section 188(1) of the Companies Act, 2013 including certain arm length
transaction during the year and details of the related party transactions disclosed
herewith in Form AOC-2 in Annexure - III
CORPORATE SOCIAL RESPONSIBILITY
Section 135 of the Companies Act, 2013 provides the threshold limit for applicability
of the CSR to a Company i.e.
(a) net worth of the Company to be Rs.500 crore or more; or
(b) turnover of the company to be Rs.1,000 crore or more; or
(c) net profit of the company to be Rs.5 crore or more. As the Company does not fall
under any of the threshold limits given above, the provisions of section 135 are not
applicable to the Company.
DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
A. Conservation of Energy:
Your Company's operations are not energy intensive. Adequate measures have been taken
to conserve energy wherever possible by using energy efficient computers and purchase of
energy efficient equipment.
B. Technology Absorption:
1. Research and Development (R&D): NIL 2. Technology absorption, adoption and
innovation: NIL
C. Foreign Exchange Earnings and Out Go:
Foreign Exchange Earnings: NIL Foreign Exchange Outgo: NIL
COMMITTEES:
(I). AUDIT COMMITTEE:
Brief Description of Terms of Reference: - The terms of reference of the Audit
Committee encompasses the requirements of Section 177 of Companies Act, 2013 and as per
Regulation 18 of SEBI (LODR) Regulations, 2015 and, interalia, includes: Overview of the
Company's financial reporting process and disclosure of its financial information to
ensure that the financial statements reflect a true and fair position and that sufficient
and credible information is disclosed. Recommending the appointment and removal of
external auditors, fixation of audit fee and also approval for payment for any other
services. Reviewing the utilization of loans and/ or advances from/investment by the
holding company in the subsidiary exceeding Rs. 100 Crores or 10% of the asset size of the
subsidiary, whichever is lower including existing loans / advances / investments existing
as on the date of coming into force of this provision. consider and comment on rationale,
cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the
listed entity and its shareholders. Reviewing with management the annual financial
statements before submission to the Board, focusing on:
1. Matters required to be included in the directors' responsibility statement to be
included in the board's report in terms of clause (c) of sub-section (3) of Section 134 of
the Act;
2. Changes, if any, in accounting policies and practices and reasons for the
same;
3. Major accounting entries involving estimates based on the exercise of judgment by
management;
4. Significant adjustments made in the financial statements arising out of audit
findings;
5. Compliance with listing and other legal requirements relating to financial
statements;
6. Disclosure of any related party transactions;
7. Modified opinion(s) in the draft audit report;
Review of the quarterly financial statements with the management before submission to
the board for approval; Reviewing, with the management, the statement of uses /
application of funds raised through an issue (public issue, rights issue, preferential
issue, etc.), the statement of funds utilized for purposes other than those stated in the
offer document / prospectus / notice and the report submitted by the monitoring agency
monitoring the utilization of proceeds of a public or rights issue, and making appropriate
recommendations to the board to take up steps in this matter; Review and monitor statutory
auditor's independence and performance and effectiveness of audit process; Approval or any
subsequent modification of transactions with related parties; Scrutiny of inter-corporate
loans and investments; Review of valuation of undertakings or assets of the company
wherever it is necessary; Evaluation of internal financial controls and risk management
systems; Review with the management, statutory auditors and the internal auditors about
the nature and scope of audits and of the adequacy of internal control systems;
Reviewing the adequacy of internal audit function, if any, including the structure of
the internal audit department, staffing and seniority of the official heading the
department, reporting structure, coverage and frequency of internal audit; discussion with
internal auditors of any significant findings and follow up there on; Reviewing the
findings of any internal investigations by the internal auditors into matters where there
is suspected fraud or irregularity or a failure of internal control systems of a material
nature and reporting the matter to the board; discussion with statutory auditors before
the audit commences, about the nature and scope of audit as well as post-audit discussion
to ascertain any area of concern; Look into the reasons for any substantial defaults in
payment to the depositors, debenture-holders, shareholders (in case of non-payment of
declared dividend) and creditors, if any; Review the functioning of the whistle blower
mechanism; Approval of appointment of Chief Financial Officer after assessing the
qualifications, experience and background, etc. of the candidate; Review of the following
information:
1. Management discussion and analysis of financial condition and results of operations;
2. Management letters / letters of internal control weaknesses issued by the statutory
auditors;
3. Internal audit reports relating to internal control weaknesses;
4. The appointment, removal and terms of remuneration of the Chief Internal Auditor;
5. Statement of deviations
Quarterly statement of deviation(s) including report of monitoring agency, if
applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of the Listing
Regulations. Annual statement of funds utilized for purposes other than those stated in
the offer document/ prospectus in terms of Regulation 32(7) of the Listing Regulations.
Carrying out any other function as may be referred to the Committee by the Board. xxii.
Authority to review / investigate into any matter covered by Section 177 of the Companies
Act, 2013 and matters specified in Part C of Schedule II of the Listing Regulations.
Authority to review / investigate into any matter covered by Section 177 of the Companies
Act, 2013 and matters specified in Part C of Schedule II of the Listing Regulations.
The previous Annual General Meeting of the Company was held on 30th
September 2022 and Chairman of the Audit Committee, attended previous AGM.
The composition of the Audit Committee and the attendance of each member of the Audit
Committee are given below:
During the Financial Year 2022-23, (5) Five meetings of the Audit Committee were held
on the 30.05.2022, 14.08.2022, 08.09.2022, 14.11.2022 and 10.02.2023.
The details of the composition of the Committee and attendance of the members at the
meetings are given below:
Name |
Designation |
Category |
No. of Meetings held |
No. of Meetings attended |
M. Sridhar |
Chairman |
NED(I) |
5 |
5 |
Sowmya Ranganath |
Member |
NED(I) |
5 |
5 |
Chitmi Srinivasa Reddy |
Member |
NED(I) |
5 |
5 |
NED (I): Non-Executive Independent Director
All the recommendations of the Audit Committee have been accepted by the Board of
Directors.
(II). NOMINATION AND REMUNERATION COMMITTEE:
Brief Description of Terms of Reference:
The terms of reference of the Nomination and Remuneration committee constituted in
terms of Section 178 of Companies Act, 2013 and as per Regulation 19 of SEBI (LODR)
Regulations, 2015 are as under:
To approve the fixation/revision of remuneration of Executive Directors of the Company
and while approving:
1. To take into account the financial position of the Company, trend in the industry,
appointee's qualification, experience, past performance, past remuneration etc. 2. To
bring out objectivity in determining the remuneration package while striking a balance
between the interest of the Company and the Shareholders.
To identify persons who are qualified to become Directors and who may be appointed in
senior management in accordance with the criteria laid down and to recommend to the Board
their appointment and /or removal. To carry out evaluation of every Director's
performance. To formulate the criteria for determining qualifications, positive attributes
and independence of a director, and recommend to the Board a policy, relating to the
remuneration for the Directors, key managerial personnel and other employees. For every
appointment of an independent director, the Nomination and Remuneration Committee shall
evaluate the balance of skills, knowledge and experience on the Board and on the basis of
such evaluation, prepare a description of the role and capabilities required of an
independent director. The person recommended to the Board for appointment as an
independent director shall have the capabilities identified in such description. For the
purpose of identifying suitable candidates, the Committee may:
1. use the services of an external agencies, if required;
2. consider candidates from a wide range of backgrounds, having due regard to
diversity; and 3. consider the time commitments of the candidates.
To formulate the criteria for evaluation of Independent Directors and the Board.
To recommend/review remuneration of the Managing Director and Whole-time Director(s)
based on their performance and defined assessment criteria. devising a policy on diversity
of board of directors; appointment whether to extend or continue the term of appointment
of the independent director, on the basis of the report of performance evaluation of
independent directors. Recommend to the board, all remuneration, in whatever form, payable
to senior management.
Remuneration Policy:
The objectives of the remuneration policy are to motivate Directors to excel in their
performance, recognize their contribution and retain talent in the organization and reward
merit.
The remuneration levels are governed by industry pattern, qualifications and experience
of the Directors, responsibilities shouldered, individual performance etc.
None of the Directors is drawing any Commission, Perquisites, Retirement benefits etc.,
During the Financial Year 2022-23, One meeting of Committee was held on 10.02.2023. The
details of composition of the Committee are given below:
Name |
Designation |
Category |
No. of Meetings held |
No. of Meetings attended |
M. Sridhar |
Chairman |
NED(I) |
1 |
1 |
Sowmya Ranganath |
Member |
NED(I) |
1 |
1 |
Chitmi Srinivasa Reddy |
Member |
NED(I) |
1 |
1 |
NED (I): Non-Executive Independent Director
POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS' INDEPENDENCE
1. Scope:
This policy sets out the guiding principles for the Nomination & Remuneration
Committee for identifying persons who are qualified to become Directors and to determine
the independence of Directors, in case of their appointment as independent Directors of
the Company.
2. Terms and References:
2.1 Director means a director appointed to the Board of a Company.
2.2 Nomination and Remuneration Committee means the committee constituted in
accordance with the provisions of Section 178 of the Companies Act, 2013 and reg. 19 of
SEBI (Listing Obligation and Disclosure Requirement), Regulations, 2015.
2.3 Independent Director means a director referred to in sub-section (6) of
Section 149 of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI (Listing
obligations and Disclosure Requirements) Regulations, 2015.
3. Policy:
Qualifications and criteria
3.1.1 The Nomination and Remuneration Committee, and the Board, shall review on annual
basis, appropriate skills, knowledge and experience required of the Board as a whole and
its individual members. The objective is to have a board with diverse background and
experience that are relevant for the Company's operations.
3.1.2 In evaluating the suitability of individual Board member the NR Committee may
take into account factors, such as:
General understanding of the company's business dynamics, global business and social
perspective;
Educational and professional background
Standing in the profession;
Personal and professional ethics, integrity and values;
Willingness to devote sufficient time and energy in carrying out their duties and
responsibilities effectively.
3.1.3 The proposed appointee shall also fulfill the following requirements: shall
possess a Director Identification Number; shall not be disqualified under the Companies
Act, 2013;
shall Endeavour to attend all Board Meeting and Wherever he is appointed as a Committee
Member, the Committee Meeting;
shall abide by the code of Conduct established by the company for Directors and senior
Management personnel;
shall disclose his concern or interest in any company or companies or bodies corporate,
firms, or other association of individuals including his shareholding at the first meeting
of the Board in every financial year and thereafter whenever there is a change in the
disclosures already made;
Such other requirements as may be prescribed, from time to time, under the Companies
Act, 2013, SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 and
other relevant laws.
3.1.4 The Nomination & Remuneration Committee shall evaluate each individual with
the objective of having a group that best enables the success of the company's business.
3.2 Criteria of independence
3.2.1 The Nomination & Remuneration Committee shall assess the independence of
Directors at time of appointment/ re-appointment and the Board shall assess the same
annually. The Board shall re-assess determinations of independence when any new interest
or relationships are disclosed by a Director.
3.2.2 The criteria of independence shall be in accordance with guidelines as laid down
in Companies Act, 2013 and reg. 16(1) (b) of the SEBI (Listing obligations and Disclosure
Requirements) Regulations, 2015.
3.2.3 The Independent Director shall abide by the Code for Independent Directors
as specified in Schedule IV to the companies Act, 2013.
3.3 Other Directorships/ Committee Memberships
3.3.1 The Board members are expected to have adequate time and expertise and experience
to contribute to effective Board performance Accordingly, members should voluntarily limit
their directorships in other listed public limited companies in such a way that it does
not interfere with their role as Director of the company. The NR Committee shall take into
account the nature of, and the time involved in a Director Service on other Boards, in
evaluating the suitability of the individual Director and making its recommendations to
the Board.
3.3.2 A Director shall not serve as director in more than 20 companies of which not
more than 10 shall be public limited companies.
3.3.3 A Director shall not serve an independent Director in more than 7 listed
companies and not more than 3 listed companies in case he is serving as a whole-time
Director in any listed company.
3.3.4 A Director shall not be a member in more than 10 committee or act chairman of
more than 5 committee across all companies in which he holds directorships.
For the purpose of considering the limit of the committee, Audit committee and
stakeholder's relationship committee of all public limited companies, whether listed or
not, shall be included and all other companies including private limited companies,
foreign companies and companies under section 8 of the Companies Act, 2013 shall be
excluded.
Remuneration policy for Directors, key managerial personnel and other employees
1. Scope:
1.1 This policy sets out the guiding principles for the Nomination and Remuneration
committee for recommending to the Board the remuneration of the directors, key managerial
personnel and other employees of the company.
2. Terms and Reference:
In this policy the following terms shall have the following meanings:
2.1 Director means a director appointed to the Board of the company.
2.2 Key Managerial Personnel means
(i) The Chief Executive Office or the managing director or the manager; (ii) The
Company Secretary; (iii) The Whole-Time Director; (iv) The Chief Finance Officer; and (v)
Such other office as may be prescribed under the companies Act, 2013
2.3 Nomination and Remuneration Committee means the committee constituted
by Board in accordance with the provisions of section 178 of the companies Act,2013 and
reg. 19 of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015.
3. Policy:
3.1 Remuneration to Executive Director and Key Managerial Personnel
3.1.1 The Board on the recommendation of the Nomination and Remuneration (NR) committee
shall review and approve the remuneration payable to the Executive Director of the company
within the overall approved by the shareholders.
3.1.2 The Board on the recommendation of the NR committee shall also review and approve
the remuneration payable to the key managerial personnel of the company.
3.1.3 The Remuneration structure to the Executive Director and key managerial personnel
shall include the following components:
(i) Basic pay
(ii) Perquisites and Allowances
(iii) Commission (Applicable in case of Executive Directors) (iv) Retrial benefits (v)
Annual performance Bonus
3.1.4 The Annual plan and Objectives for Executive committee shall be reviewed by the
NR committee and Annual performance Bonus will be approved by the committee based on the
achievement against the Annual plan and Objectives.
3.2 Remuneration to Non Executive Directors
3.2.1 The Board, on the recommendation of the Nomination and Remuneration Committee,
shall review and approve the remuneration payable to the Non Executive Directors of the
Company within the overall limits approved by the shareholders as per provisions of the
companies act.
3.2.2 Non-Executive Directors shall be entitled to sitting fees attending the meetings
of the Board and the Committees thereof. The Non-Executive Directors shall also be
entitled to profit related commission in addition to the sitting fees.
3.3. Remuneration to other employees
3.3.1. Employees shall be assigned grades according to their qualifications and work
experience, competencies as well as their roles and responsibilities in the organization.
Individual remuneration shall be determined within the appropriate grade and shall be
based on various factors such as job profile skill sets, seniority, experience and
prevailing remuneration levels for equivalent jobs.
(III). STAKEHOLDERS RELATIONSHIP COMMITTEE:
Terms of reference of the committee comprise of various matters provided under
Regulation 20 of the Listing Regulations and section 178 of the Companies Act, 2013 which
inter-alia include:
Brief description of terms of reference:
Resolving the grievances of the security holders of the Company including complaints
related to transfer/ transmission of shares, non-receipt of annual report, non-receipt of
declared dividends, issue of new/duplicate certificates, general meetings etc;
Review of measures taken for effective exercise of voting rights by shareholders;
Review of adherence to the service standards adopted by the Company in respect of
various services being rendered by the Registrar & Share Transfer Agent;
Review of the various measures and initiatives taken by the Company for reducing the
quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual
reports/statutory notices by the shareholders of the company;
Such other matter as may be specified by the Board from time to time.
Authority to review / investigate into any matter covered by Section 178 of the
Companies Act, 2013 and matters specified in Part D of Schedule II of the Listing
Regulations
A.) Composition:
During the financial year 2022-23, (1) one meeting of the Stakeholders and Relationship
Committee meeting held on the 10.02.2023.
The Details of composition of the Committee are given below:
Name |
Designation |
Category |
No. of Meetings held |
No. of Meetings attended |
M. Sridhar |
Chairman |
NED(I) |
1 |
1 |
Sowmya Ranganath |
Member |
NED(I) |
1 |
1 |
Chitmi Srinivasa Reddy |
Member |
NED(I) |
1 |
1 |
NED (I): Non-Executive Independent Director
B) Powers:
The Committee has been delegated with the following powers:
To redress shareholder and investor complaints relating to transfer of shares,
Dematerialization of Shares, non-receipt of Annual Reports, non-receipt of declared
dividend and other allied complaints. To approve, transfer, transmission, and issue of
duplicate / fresh share certificate(s) Consolidate and sub-division of share certificates
etc. To redress, approve and dispose off any, other complaints, transactions and requests
etc., received from any shareholder of the company and investor in general.
The Board has delegated the power to process the transfer and transmission of shares to
the Registrar and Share Transfer Agents, who process share transfers within a week of
lodgement in the case of shares held in physical form.
The Company has designated an exclusive e-mail ID called support@croissance-group.com.
for complaints/grievances
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013
read with Regulation 22 of SEBI (LO&DR) Regulations, 2015, a vigil Mechanism for
Directors and employees to report genuine concerns has been established. It also provides
for necessary safeguards for protection against victimization for whistle blowing in good
faith.
Vigil Mechanism Policy has been established by the Company for Directors and employees
to report genuine concerns pursuant to the provisions of section 177(9) & (10) of the
Companies Act, 2013 read with Regulation 22 of SEBI (LO&DR) Regulations, 2015. The
same has been placed on the website of the Company.
PUBLIC DEPOSITS:
Your Company has not accepted any deposits falling within the meaning of Sec 73, 74
& 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules 2014,
during the financial year under review.
SIGNIFICANT & MATERIAL ORDERS PASSED BY COURTS / REGULATORS / TRIBUNALS:
There are no significant and material orders passed by the regulators /courts that
would impact the going concern status of the Company and its future operations.
DISCLOSURE OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
The Internal Financial Controls with reference to financial statements as designed and
implemented by the Company are adequate. The Company maintains appropriate system of
internal control, including monitoring procedures, to ensure that all assets are
safeguarded against loss from unauthorized use or disposition. Company policies,
guidelines and procedures provide for adequate checks and balances, and are meant to
ensure that all transactions are authorized, recorded and reported correctly.
During the period under review, there is no material or serious observations have been
noticed for inefficiency or inadequacy of such controls.
INSURANCE:
The properties and assets of your Company are adequately insured.
CREDIT & GUARANTEE FACILITIES:
The Company has not availed any Working Capital facilities and Term Loan from Banks
during the year under review.
STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWN AND
THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT &
REMUNERATION) RULES, 2014:
The information required under Section 197 of the Companies Act, 2013 read with rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
are provided in separate annexure forming part of this Report since the company is not
paying any remuneration to the Managing Directors, Whole time directors and other
independent directors during the year.
There are no employees whose particulars need to be furnished pursuant to Rule 5(2) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
During the year NONE of the employees is drawing a remuneration of Rs.1,02,00,000/- and
above per annum or Rs.8,50,000/- and above in aggregate per month, the limits specified
under the Section 197(12) of the Companies Act,2013 read with Rules 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:
Corporate Governance is not applicable to the company since the Paid-up Equity Share
Capital and Net Worth of the Company does not exceed Rs. 10 Crores and Rs. 25 Crores
respectively.
MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:
The Management Discussion and Analysis Report, pursuant to the SEBI (LODR) Regulations,
2015 appended as Annexure IV for information of the Members.
POLICIES:
The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated
the formulation of certain policies for all listed companies. All the policies are
available on our website. The policies are reviewed periodically by the Board and updated
based on need and new compliance requirement.
ENVIRONMENTS AND HUMAN RESOURCE DEVELOPMENT:
Your Company always believes in keeping the environment pollution free and is fully
committed to its social responsibility. The Company has been taking upmost care in
complying with all pollution control measures from time to time strictly as per the
directions of the Government.
We would like to place on record our appreciation for the efforts made by the
management and the keen interest shown by the Employees of your Company in this regard.
STATUTORY COMPLIANCE:
The Company has complied with the required provisions relating to statutory compliance
with regard to the affairs of the Company in all respects.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013:
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements
of The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal)
Act, 2013. Internal Complaint Committee (ICC) has been set up to redress complaints
received regarding sexual harassment.
All employees are covered under this policy. During the year 2022-2023 under review,
there were no complaints pertaining to sexual harassment against women pending at the
beginning of the year or received during the year by the Committee.
CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:
The Board of Directors has adopted the Insider Trading Policy in accordance with the
requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and Amended
Regulations 2018. The Insider Trading Policy of the Company lays down guidelines and
procedures to be followed, and disclosures to be made while dealing with shares of the
Company, as well as the consequences of violation. The policy has been formulated to
regulate, monitor and ensure reporting of deals by employees and to maintain the highest
ethical standards of dealing in Company securities.
The Insider Trading Policy of the Company covering code of practices and procedures for
fair disclosure of unpublished price sensitive information and code of conduct for the
prevention of insider trading, is available on our website.
SECRETARIAL STANDARDS
The Company is in compliance with the applicable secretarial standards.
EVENT BASED DISCLOSURES
During the year under review, the Company has not taken up any of the following
activities:
1. Issue of sweat equity share: NA 2. Issue of shares with differential rights: NA
3. Issue of shares under employee's stock option scheme: NA
4. Disclosure on purchase by Company or giving of loans by it for purchase of its
shares: NA 5. Buy back shares: NA 6. Disclosure about revision: NA
7. Preferential Allotment of Shares: NA 8. Change in Name of the Company: NA
CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016.
No corporate insolvency resolution processes were initiated against the Company under
the Insolvency and Bankruptcy Code, 2016, during the year under review.
FAILURE TO IMPLEMENT CORPORATE ACTIONS:
During the year under review, no corporate actions were done by the Company.
CEO/ CFO CERTIFICATION:
The Managing Director and CFO certification of the Financial Statements for the
Financial Year 2022-2023 is annexed in this Annual Report.
ACKNOWLEDGEMENTS:
Your directors, wish to place on record their appreciation of the contribution made by
the employees at all levels, to the continued growth and prosperity of your Company. Your
directors also wish to place on record their appreciation of business constituents, banks
and other financial institutions and shareholders of the Company for their continued
support for the growth of the Company.
For and on behalf of the Board of |
Sd/- |
Sd/- |
Croissance Limited |
Amaresh Rao Gaikwad |
Sravan Prabhakar Veledandi |
Place: Bengaluru |
Whole-time Director & CFO |
Managing Director |
Date: 23.10.2023 |
(DIN- 06824486) |
(DIN- 02757599) |
|