Sealmatic India Ltd
Directors Reports
To,
The Members,
The Board of Directors has pleasure in presenting the 14th Annual Report of Sealmatic
India Limited (formerly known as Sealmatic India Pvt. Ltd (hereinafter referred to as
"Sealmatic", "SIL" or "the Company") alongwith the Audited
Financial Statements for the Financial Year ended 31st March, 2023 ("the year/period
under review")
I. Financial Summary
(Rs. In Lakhs)
Particulars |
For the year ended |
|
31st March, 2023 |
31st March, 2022 |
Revenue from Operations |
5,854.05 |
4,238.21 |
Other Income |
107.42 |
25.17 |
Total Revenue |
5,961.47 |
4,263.38 |
Material Cost |
2,260.66 |
1,530.74 |
Other Expenses |
2,076.00 |
1,514.39 |
Interest/Finance Cost |
23.69 |
9.14 |
Depreciation |
120.83 |
85.43 |
Total Expenses |
4,481.18 |
3,139.70 |
Profit Before Tax |
1,480.29 |
1,123.68 |
Income Tax Provision |
382.18 |
288.30 |
Profit after Tax |
1098.11 |
835.38 |
EBDITA |
1624.81 |
1218.25 |
Share Capital |
905.00 |
20.00 |
Reserves & Surpluses |
6985.18 |
2988.70 |
Net Worth |
7890.18 |
3,008.70 |
Imports |
1,202.90 |
848.07 |
Exports |
3,448.50 |
3,165.90 |
Earnings per share in Rs. (Basic/Diluted) Note 4 |
14.93 |
11.60 |
Dividend % Note 5 |
11.00 |
10.00 |
Book Value |
87.18 |
1,504.35 |
Notes:
1. The above figures are extracted from the audited financial statements prepared as
per Indian Generally Accepted Accounting Principles (GAPP).
2. Equity Shares are at Face Value of Rs. 10 per share.
3. During the Financial Year 2022-23, the Joint Venture Company Isomag Sealmatic India
Pvt. Ltd. ceased to be the Associate Company of SIL, on disposal of its shares by SIL on
23.07.2022
4. EPS for the financial year 2021-22 has been readjusted in terms Accounting Standard
(AS) 20 due to the issuance of further equity Shares during the year under review.
5. The Board of Directors propose a final dividend of Rs. 1.10 per share of Rs.10 each.
(11%)
REVIEW:
The year under review was an eventful year for the Company.
1. The Company issued and allotted bonus shares to the shareholders in the ratio of
35:1 share in the month of September, 2022.
2. The Company was converted into a Public Limited Company with effect from 3rd
November, 2022.
3. The Company entered the Stock Market (BSE SME Platform) through Initial Public Offer
for 18,50,000 equity shares with a Face Value of Rs. 10/- each offered under a Book
Building process with a price band of Rs. 220/- to Rs. 225/- per share. The Issue was
opened for public on 17th February, 2023 and the issue was closed on 21st
February, 2023 with an oversubscription by 16.6 times.
4. The shares were listed on the BSE SME exchange on 1st March, 2023. The
share was closed at Rs. 203.65 as on 31st March, 2023.
2. PERFORMANCE DURING THE YEAR UNDER REVIEW
The Financial year 2022-2023 was the year of achieving a substantial growth in respect
of revenue,
profits after tax and EBIDTA. A gist of the achievements during the year is as under:
Sr. No. Parameters |
F Y 2022-23 (Rs. in lakhs) |
FY 2021-22 (Rs. in lakhs) |
Change In absolute terms (Rs. in lakhs) |
In % |
1 Revenue from operations |
5854.05 |
4238.21 |
1615.84 |
38.13 |
2 Total Revenue |
5961.47 |
4263.38 |
1698.09 |
39.83 |
3 Profit after Tax |
1098.11 |
835.38 |
262.73 |
31.45 |
4 EBDITA |
1624.81 |
1218.25 |
406.56 |
33.37 |
5 Revenue from Exports |
3448.50 |
3165.90 |
282.60 |
8.93 |
6 Revenue from Domestic |
240555 |
1072.31 |
1333.24 |
124.33 |
3. DEPOSITS
The Company has not accepted any deposits from the public during the year under review.
4. CHANGES IN SHARE CAPITAL
During the year under the review the Authorised Share Capital was increased from Rs. 20
Lakhs to Rs. 10 Crores divided into 1,00,00,000 Equity Shares of Rs. 10/- each and as on
31st March, 2023 the Authorised Share Capital of the Company is Rs. 10 Crores.
During the year under review, Company issued and allotted 70,00,000 Equity Shares of
Rs. 10/- each as Bonus Shares in the month of September, 2022. In the month of February,
2023, 18,50,000 Equity Shares of Rs. 10/- each were issued under Initial Public Offer
("IPO") at a premium of Rs. 215 per Equity Share. The Paid-Up Share Capital as
on 31st March, 2023 is Rs. 9,05,00,000/- divided into 90,50,000 Equity Shares
of Rs. 10/- each.
As on 31st March, 2023 all the Equity Shares of the Company were traded in
electronic form as all the Equity Shares are held in Dematerialized Form.
The Company has not issued any Equity Shares with differential voting rights, sweat
equity shares, employees stock option and did not purchase its own shares. Hence there is
no information to be
Annual Report 2022-23 HSiUg ?
provided as required under Rule 4(4), Rule 8(13), Rule 12(9) and Rule 16(4) of the
Companies (Share Capital and Debenture) Rules, 2014 and Section 62 of Companies Act, 2013.
5. RESERVES
The Board of Directors has decided to retain the entire amount of profits in the profit
and loss account.
6. DIVIDEND
Your directors recommend a Dividend of Rs. 1.10 per equity share, i.e., @ 11%, as Final
Dividend for the financial year ended on 31st March,2023.
7. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND ("IEPF")
During the year under review, no amount towards the unclaimed dividends was required to
be transferred to the Investor Education and Protection Fund established by the Central
Government in accordance with section 125 of the Companies Act, 2013 ("the
Act").
Pursuant to the provisions of Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules 2016 ("IEPF Rules"), as amended
from time to time, the shares on which dividend remains unpaid / unclaimed for seven
consecutive years or more shall be transferred to the Investor's Education and Protection
Fund (IEPF). During the year under review, the Company has not transferred any equity
share to the IEPF.
8. CHANGE IN NATURE OF BUSINESS
During the year under review there was no change in nature of Business of Company and
no changes were made to Main Object of Memorandum of Association.
9. SUBSIDIARY AND ASSOCIATE OF THE COMPANY
The Company does not have any subsidiary as on 31st March, 2023. The Company
had 1 (one) Associate company, viz., Isomag Sealmatic India Private Limited during the
year. However, the Company disposed of its holding in Isomag Sealmatic India Private
Limited in the month of July 2022 and as such the Company does not have any Associate
Company as on 31st March, 2023. In view of this fact, provisions of Section 129
(3) of the Act and Regulation 34 (2)(b) of Listing Regulations, 2015 are not applicable to
the Company as on 31st March, 2023 and hence the prescribed form AOC-1 is not
annexed to this Report.
10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Annexed to this report as Annexure I.
11. DIVIDEND DISTRIBUTION POLICY
In accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure
Requirements) (Second Amendment) Regulations, 2016, the Company is not required to prepare
Dividend Distribution Policy.
12. ANNUAL RETURN
In accordance with the provisions of the Act, the Annual Return of the Company for the
year ended 2022-23 is hosted on website of the Company at: www.sealmaticindia.com
13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
Contracts or arrangements with related parties referred to under Section 188 of the
Act, entered into during the year under review, were on an arm's length basis. No material
contracts or arrangements with related parties were entered into during the year under
review. Accordingly, no transactions are being reported in form AOC- 2 in terms of section
134 of the Act
14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
During the year under review a loan was extended to Company in which Directors are
interested, which were covered under Section 186 of the Act details of which are as under:
Sr. No. Name of the firm/company |
Date on which loan was extended |
Loan amount (Rs. in lacs) |
Date on which loan was repaid in full |
1. Associated Hospitality Pvt. Ltd. |
23rd June, 2022 |
125.00 |
25th February, 2023 |
Note.:
- The above loan was extended as Inter Company Deposits before the Company was
converted in Public Limited Company and was repaid by the recipient company before the
Company acquired a status of a Listed Company.
- The Company had invested an amount of Rs. 17.50 lacs in Isomag Sealmatic India Pvt.
Ltd. in the year 2019-2020. During the year under review, the Company had disposed of the
said investment of Rs. 17.50 lacs. The Company, therefore, does not have any investment of
whatsoever nature as on 31st March, 2023.
- The Company did not extend any guarantee to any person during the year under review.
15. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has established a vigil mechanism to provide avenues to the stakeholders to
bring to the attention of the management, the concerns about behaviors employees that
raise concerns including fraud by using the mechanism provided in the Whistle Blower
Policy.
16. STATEMENT REGARDING THE DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY
The Company has not developed and implemented any risk management policy as the risk
threatening the business activity carried out by the Company during the year are minimal.
17. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
No significant or material order was passed during the year under review by any
regulators, courts or tribunals impacting the going concern status of the Company or its
future operations. The Company has not filed any application or no proceeding is pending
against the Company under the Insolvency and Bankruptcy Code, 2016, during the year under
review.
18. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments affecting the financial position of
the Company which have occurred between the end of the financial year of the Company to
which the financial statements relate and the date of this Report.
19. CONVERSION
During the year under review the Company was converted from Private Limited Company to
Public Limited Company, accordingly the name of the Company was Changed from Sealmatic
India Private Limited to Sealmatic India Limited w.e.f. 3rd November, 2022
pursuant to Special Resolution Passed by the members in the Extra Ordinary General Meeting
held on 13th October, 2022.
20. POLICY ON PREVENTION. PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE
The Company has complied with provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and Rules framed thereunder, to redress complaints
received regarding sexual harassment. The Company
has in place a policy in line with the requirements of the said Act. During the year
under review, nil complaint with allegations of sexual harassment was received by the
Company.
21. DECLARATIONS BY INDEPENDENT DIRECTORS
The Independent Directors have given a declaration to the Company that they meet the
criteria of independence as per Section 149(6) of the Act and Regulation 25 of the Listing
Regulations, 2015.
22. DIRECTORS & KEY MANAGEMENT PERSONNEL
I. Composition of Board & Board Meetings
The Board of Directors of the Company has an optimum combination of Executive,
Non-Executive and Independent Directors. As on the 31st March, 2023, the Board
comprises of 5 (Five) Directors, out of which 2 are Executive Directors and 3 are
non-Executive that includes one Woman Director. The Chairman of the Board is an Executive
Director.
The Board of Directors duly met 21 times on 18th April,2022, 21st
May,2022, 15th June, 2022, 5th August,2022, 16th August,
2022, 3rd September, 2022, 29th September, 2022, 9th
October,2022, 13th October, 2022, 4th November, 2022, 19th
November, 2022, 28th November, 2022, 16th December, 2022, 26th
December, 2022, 2nd January,2023, 3rd January, 2023, 25th
January, 2023, 11th February,2023, 16th February, 2023, 24th
February, 2023 and 28th March,2023 during the year. The Composition, category
and attendance of each Director at the Board and Annual General Meeting of each Director
is as follows: -
Name of the Director Mr. Umar A K Balwa |
DIN 00142258 |
Category of Directorship Entailed to attended Managing Director |
No. of Board Meeting attended 21 |
No. of Board Meetings 20 |
Attendance at the last AGM Yes |
Mr. Mohamad Hanif S. Chaudhary |
02817594 |
Whole Time Director |
21 |
18 |
Yes |
Ms. Sania U. Balwa (appointed on 13.10.2022) |
08239375 |
Non-Executive Director
(Woman Director) |
13 |
13 |
Yes |
Mr. Deepak A. Ghangurde (appointed on 26.12.2022) |
09799885 |
Independent Director |
8 |
8 |
NA |
Mr. Ajoy Balkrishna (appointed on 26.12.2022) |
09801722 |
Independent Director |
8 |
8 |
NA |
Mr. Hussein A K Balwa (Resigned on 13.10.2022) |
00317135 |
Executive Director |
9 |
6 |
Yes |
Mr. Ismail A K Balwa (Resigned on 13.10.2022) |
00142209 |
Executive Director |
9 |
8 |
Yes |
Mr. Rafiq H Balwa (resigned on 13.10.2022) |
02010853 |
Executive Director |
9 |
8 |
Yes |
Mr. Sadik Hussen S. Chaudhary (resigned on 13.10.2022) |
03568466 |
Executive Director |
9 |
8 |
Yes |
Mr. Abid Ali S Chaudhary (resigned on 13.10.2022) |
08661223 |
Executive Director |
9 |
8 |
Yes |
II. INDUCTIONS
During the year following inductions were made which are stated as follows:
- Ms. Sania Umar Balwa [DIN 08239375] was appointed as Additional Executive Women
Director w.e.f., 13/10/2022;
- Mr. Ratan Bhabutlal Kandare a Member of Institute of Chartered Accountants of India
was appointed as the Chief Financial Officer of the Company effective from 28/11/2022.
- The designation of Mr. Umar A K Balwa (DIN 00142258) was changed to Managing Director
w.e.f. 28.11.2022 and was appointed as Managing Director for a period of 5 years.
- The designation of Mr. Mohamad Hanif S. Chaudhary (DIN 02817594) was changed to Whole
Time Director w.e.f. 28.11.2022 and was appointed as Whole Time Director for a period of 5
years.
- Mrs. Neha Chheda a Member of Institute of Company Secretaries of India was appointed
as the Company Secretary and Compliance Officer of the Company effective from 16/12/2022;
- The Designation of Ms. Sania Umar Balwa [DIN 08239375] was changed from Additional
Executive Women Director to Additional Non Executive Non Independent Women Director w.e.f.
26/12/2022;
- Mr. Deepak Anant Ghangurde [DIN 09799885] was appointed as Additional Director
w.e.f., 26/12/ 2022 and was appointed as Independent Director of the Company w.e.f.
02.01.2023;
- Mr. Ajoy Balkrishna [DIN 09801722] was appointed as Additional Director w.e.f.,
26/12/2022 and was appointed as Independent Director of the Company w.e.f. 02.01.2023;
III. CESSATIONS:
During the year the following cessation took place as stated as under:
- Mr. Hussein A K Balwa [Din 00317135] resigned w.e.f., 13.10.2022 from the post of
Director;
- Mr, Ismail A K Balwa [Din 00142209] resigned w.e.f., 13.10.2022 from the post of
Director;
- Mr, Rafiq H Balwa [Din 02010853] resigned w.e.f., 13.10.2022 from the post of
Director;
- Mr. Sadik Hussen S. Chaudhary [DIN 03568466] resigned w.e.f., 13.10.2022 from the
post of Director;
- Mr. Abid Ali S Chaudhary [DIN 08661223] resigned w.e.f., 13.10.2022 from the post of
Director.
IV. Retirement by Rotation
In accordance with the provisions of the Companies Act 2013 and Companies Articles of
Association, none of the Directors were liable to retire by rotation at the ensuing Annual
General Meeting.
V. Familiarization Program of Independent Directors
The Independent Directors have been updated with their roles, rights and
responsibilities in the Company by specifying them in their appointment letter along with
necessary documents, reports and internal policies to enable them to familiarize with the
Company's procedures and practices. The Company endeavors, through presentations at
regular intervals, to familiarize the Independent Directors with the strategy, operations
and functioning of the Company and also with changes in the regulatory environment having
a significant impact on the operations of the Company and the industry as a whole The
Independent Directors also meet with senior management team of the Company in informal
gatherings. During the year 2022-23, the Company has conducted 4 programs for
familiarizing the Directors for a total duration of 6 hours.
VI. Profile of Directors seeking appointment / re-appointment
As required under regulation 36(3) of SEBI (LODR), 2015, particulars of the Directors
retiring and seeking reappointment and appointment at the ensuing Annual General Meeting
is annexed to the notice convening 14th Annual General Meeting.
VII. Key Managerial Personnel
As on the date of this report, the following persons are the Key Managerial
Personnel(s) of the Company:
a) Mr. Umar Abdulkarim Balwa, Chairman & Managing Director;
b) Mr. Mohamed Hanif Sharifbhai Chaudhari, Whole Time Director;
c) Mr. Ratan Bhabutlal Kandare, Chief Financial Officer;
d) Mrs. Neha Chheda, Company Secretary And Compliance Officer.
VIII. Declaration from Independent Director
All the Independent Directors of the Company have given their declarations stating that
they meet the criteria of independence as prescribed under the Section 149(6) of the
Companies Act, 2013 read with the rules made there under and in the opinion of the Board,
the Independent Directors meet the said criteria.
During the year under review the Independent Directors duly met pursuant to the
provisions as specified in Schedule IV of the Companies Act, 2013 and the quorum was
present throughout the meeting.
23. AUDIT COMMITTEE
The Audit Committee is duly constituted in accordance Section 177 of the Companies Act,
2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014
as amended from time to time. It adheres to the terms of reference which is prepared in
compliance with Section 177 of the Companies Act, 2013, and SEBI (LODR) Regulations 2015.
The Audit Committee was constituted on 3rd January, 2023.
The Company Secretary acts as the Secretary to the committee and the Committee Members
are:
Name Category |
Position |
No. of Meetings held |
No. of Meetings attended |
Mr. Deepak A Ghangurde (Independent Director) |
Chairman |
1 |
1 |
Mr. Ajoy Balkrishna(Independent Diretor) |
Member |
1 |
1 |
Ms. Sania Umar Balwa (Non-Executive Non Independent Director) |
Member |
1 |
1 |
Two third of the members are Independent Directors and all the members are financially
literate. The composition, role, functions and powers of the Audit Committee are in line
with the requirements of applicable laws and regulations. The Audit Committee shall
oversee financial reporting process and disclosures, review financial statements, internal
audit reports, related party transactions, financial and risk management policies,
auditors' qualifications, compliance with Accounting Standards etc. and oversee compliance
with Stock Exchanges and legal requirements concerning financial statements and fixation
of audit fee as well as payment for other services etc.
During the year under review one Audit Committee Meeting was held on 28th March, 2023.
24. NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee is constituted in accordance with Section 178
of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and
its Powers) Rules, 2014 as amended from time to time.
The Nomination and Remuneration Committee was constituted on 3rd January, 2023.
The Company Secretary acts as the Secretary to the committee and the Committee Members
are:
Name Category |
Position |
No. of Meetings held |
No. of Meetings attended |
Mr. Deepak A Ghangurde (Independent Director) |
Chairman |
1 |
1 |
Mr. Ajoy Balkrishna(Independent Diretor) |
Member |
1 |
1 |
Ms. Sania Umar Balwa (Non-Executive Non Independent Director) |
Member |
1 |
1 |
During the year under review one Nomination and Remuneration Committee Meetings was
held on 28th March, 2023.
The Board has in accordance with the provisions of sub-section (3) of Section 178 of
the Companies Act, 2013, formulated the policy setting out the criteria for determining
qualifications, positive attributes, independence of a Director and policy relating to
remuneration of Directors, Key Managerial Personnel and other employees. The said policy
is available on the website of the Company (www.sealmaticindia.com).
25. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Corporate Social Responsibility Committee is constituted in accordance with Section
135 of the Companies Act, 2013 read with applicable rules as amended from time to time.
The members of the committee are as follows:
Name Category & Position |
No. of Meetings held |
No. of Meeting attended |
Mr. Umar A K Balwa(Managing Director) Chairman |
2 |
2 |
Mr. Mohamad Hanif S. Chaudhary (Whole Time Director)
Member |
2 |
2 |
Mr. Deepak Ghangurde(Independent Director)1 Member |
1 |
1 |
1. Mr. Deepak Ghangurde [DIN 09799885] was appointed as Member of Corporate Social
Responsibility Committee w.e.f. 3rd January, 2023.
The meeting of Corporate Social Responsibility was held on 5th August, 2022 and 3rd
January, 2023.
26. STAKEHOLDERS' RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee was constituted on 3rd January, 2023
and is in compliance with the requirements of Section 178 of the Companies Act, 2013.
Company Secretary is the Compliance Officer, who acts as the Secretary to the Committee
and the Members of the Committee are:
Name Category & Position |
No. of Meetings held |
No. of Meeting attended |
Mr. Deepak A Ghangurde (Independent Director) Chairman |
1 |
1 |
Mr. Ajoy Balkrishna(Independent Director) Member |
1 |
1 |
Ms. Sania Umar Balwa(Non-Executive Director) Member |
1 |
1 |
The Stakeholders Relationship Committee looks into shareholders' complaints related to
transfer of shares, non-receipts of balance sheet besides complaints from SEBI, Stock
Exchanges, Court and various Investor Forums. It oversees the performance of the
Registrars and Transfer Agent, and recommends measures for overall improvement in the
quality of investor services. The Company is in compliance with the SCORES, which has
initiated by SEBI for processing the investor complaints in a centralized web-based
redress system and online redressal of all the shareholders complaints.
The Meeting of Stakeholders Relationship Committee was held on 03rd January, 2023.
During the year under review no grievances were received based on the reports from Kfin
Technologies Limited.
27. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The policy on Director's appointment and remuneration including criteria for
determining qualifications, positive attributes, independence of Director, and other
matters forms part of report on Corporate Governance. The detailed policy is available on
the Company's website at: www.sealmaticindia.com
28. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, the Board of Directors report that:
(a) in the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures;
(b) it has 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 the end of the financial year and of the profit
or loss of the Company for that period;
(c) proper and suficient care has been taken 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;
(d) the annual accounts are prepared on a going concern basis;
(e) proper internal financial controls are in place and that such internal financial
controls are adequate and are operating efiectively; and
(f) systems to ensure compliance with the provisions of all applicable laws were in
place and that such systems were adequate and operating effectively.
29. PARTICULARS OF EMPLOYEES AND RELATED INFORMATION
In terms of the provisions of Section 197 of the Act read 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, is annexed
to this Report as Annexure II.
30. STATUTORY AUDITORS
M/s. R.R. Shah & Associates (Firm Registration Number: 112007W) Chartered
Accountants, the present Statutory Auditors ("Auditors") of the Company. The
Auditors were initially appointed as Auditors of the Company for the financial year
2014-15 and were re-appointed from time to time as Auditors of the Company until the
conclusion of Annual General Meeting ("AGM") to be held for financial year
ending on 31st March, 2026, as the provisions of Section 139(2) the Act read
with Rule 5 of the Companies (Audit and Auditors) Rules, 2014 were not applicable at the
time of appointment/reappointment of the Auditors.
The Auditors' Report for the financial year 2022-23 does not contain any qualification,
reservation, adverse remark or disclaimer. The Statutory Auditors have not reported any
incident of fraud to the Audit Committee of the Company during the financial year 2022-23.
31. SECRETARIAL AUDITOR
M/s. Pitroda Nayan & Co., Company Secretaries, Ahmedabad were appointed as
Secretarial Auditor of the Company to conduct secretarial audit pursuant to the provisions
of Section 204 of the Companies Act, 2013. The secretarial audit of the Company has been
conducted on a concurrent basis in respect of the matters as set out in the said rules and
Secretarial Audit Report given by M/s. Pitroda Nayan & Co., Company Secretaries,
Ahmedabad, Secretarial Auditor of the Company forms part of this report and is marked as
Annexure-III'.
There are no qualifications, reservations or adverse remarks made by M/s. Pitroda Nayan
& Co., Company Secretaries, Ahmedabad, Secretarial Auditor of the Company, in their
report.
32. COST AUDITORS
As the overall turnover from all the products and services was not more than Rs. 100.00
crores during the immediately preceding financial year 2021-22, the provisions in respect
of Cost Audit are not applicable to the Company in terms of Rule 4 of the Companies (Cost
Records and Audit) Rules,2014.
33. INTERNAL AUDITOR
The Company was listed w.e.f. 1st March, 2023 and the provisions in respect
of Internal Audit became applicable only from that date. The process for appointing the
internal auditor was initiated and pursuant to the provisions of Section 138 of Companies
Act, 2013 read with the Companies (Accounts) Rules, 2014, the Company has appointed M/s.
MAKK & Co., Chartered Accountants, Mumbai (FRN 117246W) as Internal Auditor for the
financial year 2023- 2024.
34. STATEMENT REGARDING THE DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY
The Company has not developed and implemented any risk management policy since the same
is not applicable to the company as the risk threatening the business activity carried out
during the year are minimal.
35. VIGIL MECHANISM
The Company believes in the conduct of its affairs in a fair and transparent manner to
foster professionalism, honesty, integrity and ethical behavior in its employees &
stakeholders. The Company has adopted a Whistle Blower Policy as a part of vigil
mechanism.
Also, the Code of Business Conduct (Code) lays down important corporate ethical
practices that shape the Company's value system and business functions and represents
cherished values of the Company.
36. ADEQUACY OF INTERNAL FINANCIAL CONTROL
The Company has designed and implemented a process driven framework for Internal
Financial Controls (IFC') within the meaning of the explanation to Section 134(5)(e)
of the Act. For the year ended March 31, 2023, the Board is of the opinion that the
Company has sound IFC commensurate with the nature and size of its business operations and
operating effectively and no material weaknesses exist. The Company has a process in place
to continuously monitor the same and identify gaps, if any, and implement new and / or
improved controls wherever the effect of such gaps would have a material effect on the
Company's operations. During the year, no reportable material weakness was observed.
37. COMPLIANCE OFFICER
The Compliance Officer of the Company is Mrs. Neha Chheda who is the designated Company
Secretary of the Company.
38. SECRETARIAL STANDARDS
During the year under review, the Company has generally complied with applicable
Secretarial Standards issued by the Institute of the Company Secretaries of India.
39. INSURANCE
All the insurable interest of the Company including Plant & Machinery, Furniture
and Fixtures, Inventory and other insurable interest have been adequately insured.
40. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO
Information as required to be given under Section 134(3)(m) of the Act read with Rule
8(3) of the Companies (Accounts) Rules, 2014 is furnished in the annexure to this report
as Annexure IV.
41. LISTING FEES
The Equity Shares of the Company are listed on BSE - SME Segment and the Company has
paid the annual listing fees for the year 2023-2024.
42. STATEMENT ON FORMAL ANNUAL EVALUATION OF BOARD
Nomination and Remuneration Committee annually evaluates the performance of individual
Directors, Committees, and of the Board as a whole in accordance with the formal system
adopted by it. Further, the Board also regularly in their meetings held for various
purposes evaluates the performance of all the Directors, committees and the Board as a
whole. The Board considers the recommendation made by Nomination and Remuneration
Committee in regard to the evaluation of board members and also tries to discharge its
duties more effectively. Each Board member's contribution, their participation was
evaluated and the domain knowledge they bring. They also evaluated the manner in which the
information flows between the Board and the Management and the manner in which the board
papers and other documents are prepared and furnished.
43. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE
TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS:
During the year under review, there was no instance of one-time settlement with any
Bank/Financial Institution. Hence, the disclosure relating to difference between amount of
the valuation done at the time of onetime settlement and the valuation done while taking
loan from the Banks/Financial Institutions is not applicable to the Company.
44. CASH FLOW STATEMENT
The unutilised funds out of proceeds received from the IPO have been kept in Short Term
Fixed Deposit as liquid assets to be utilised within 3 to 6 months for the purpose for
which funds have been received. It is treated as Current Asset available for utilization.
Accordingly, amounts have been shown under Working Capital. The purpose of the IPO is to
purchase / expansion of the capital assets, marketing support, working capital and general
corporate purpose. Accordingly, Short Term Fixed Deposit of Rs. 2700 Lakhs has been
considered under Working Capital available with the Company.
There is also view that it can be shown as separate line item under Cash Flow from
Financing Activity so that only net amount can be reflected under the Cash Flow from
Finance Activity.
45. CSR EXPENDITURE
During the year Company was required to spend an amount of Rs. 17,76,089 towards CSR
(Corporate Social Responsibility) and it has spent Rs. 17,76,100/- in Promoting Education,
Promoting Healthcare, Preventive Healthcare etc. which are covered under Section 135 read
with Schedule VII of the Companies Act, 2013 and the Companies (Corporate Social
Responsibility Policy) Rules, 2014. The annual report on Corporate Social Responsibility
activities, as required under Sections 134 and 135 of the Companies Act, 2013 read with
(Corporate Social Responsibility Policy) Rules, 2014 is provided in Annexure V which forms
the part of this Report.
46. REGISTRAR AND SHARE TRANSFER AGENT
The Company has appointed Kfin Technologies Limited as its Registrar and Share Transfer
Agent and executed post IPO Agreement for availing its various services.
47. HUMAN RESOURCE
Your Company considers its Human Resource as the key to achieve its objective. Keeping
this in view, your Company takes utmost care to attract and retain quality employees. Your
Company appreciates the spirit of its dedicated employees.
48. ACKNOWLEDGEMENTS
The Board of Directors is grateful and wish to record its appreciation for the
co-operation and support of the shareholders of the Company, Bankers of the Company,
clients of the Company and all employees including the workers, staff and management and
all others concerned with the Company's business.
Your Directors gratefully acknowledge the on-going support and co-operation provided by
Central and State Government, Stock Exchange, SEBI, NSDL, CDSL and other regulatory
bodies.
On behalf of the Board of Directors
Sd/- |
Sd/- |
Umar A K Balwa |
Hanif S. Chaudhari |
Managing Director |
Whole Time Director |
DIN :- 00142258 |
DIN :- 02817594 |
Date : 29th May, 2023
Place: Mumbai