TO,
THE MEMBERS ATISHAY LIMITED
The Board of Directors of your Company takes pleasure in presenting the (Twenty -Third)
Board Report on the business and operations of the Company together with the Audited
Financial Statements for the financial year ended 31st March ,2023.
1. FINANCIAL HIGHLIGHTS
(Rs in Lakhs)
| Particulars |
2022-23 |
2021-22 |
| Total income |
2342.48 |
2129.49 |
| Total expenses |
2241.32 |
2100.93 |
| Profit before tax |
101.16 |
28.56 |
| Tax Expenses |
36.15 |
17.29 |
| Profit after Tax (PAT) |
65.01 |
11.27 |
| Other Comprehensive |
0.59 |
4.28 |
| Income |
|
|
| Total Comprehensive |
65.60 |
15.55 |
| Income for the year |
|
|
2. REVIEW OF THE OPERATIONS OF THE COMPANY
During the financial year ended 31st March 2023, your
Company has recorded total income of 2342.48 as against 2129.49 Lakhs during the
previous financial year 2021-
22. The total comprehensive income for the year under consideration remained at 65.60
Lakhs as against 15.55
Lakhs during the previous financial year 2021-22.
3. DIVIDEND
The Company has not recommended any Dividend for the financial year 2022-23.
4. TRANSFER TO RESERVE
Your directors proposed to transfer 39.01 Lakhs to the
General Reserves out of the profits available with the Company for appropriations.
5. NUMBER OF BOARD MEETINGS HELD
A total of four meetings of the Board were held during the financial year and the
maximum gap between two Board Meetings does not exceed 120 days as prescribed in the
Companies Act, 2013. The meeting details are provided in the Corporate Governance report
which forms a part of this annual report.
6. BOARD DIVERSITY
The Company recognizes and embraces the importance of a diverse board in its success.
We believe that a truly diverse board will leverage differences in thought, perspective,
knowledge, skill, regional and industry experience, cultural and geographical backgrounds,
age, ethnicity, race and gender will help us retain our competitive advantage. The board
diversity policy adopted by the board sets out its approach to diversity.
7. CHANGE IN NATURE OF THE BUSINESS
There was no change in the business of the Company during the year under review.
8. PUBLIC DEPOSITS
During the year under review, the Company has not accepted or renewed any deposits
falling within the purview of provisions of Section 73 of the Companies Act, 2013 read
with the Companies (Acceptance of Deposits) Rules, 2014.
9. SHARE CAPITAL
During the year there is Change in share capital of the Company. The Authorized capital
of the Company is increased from 11,00,00,000 (Rupees Eleven crores ) to 15,00,00,000
(Rupees Fifteen crores ) during the financial year ended 31st March, 2023.
There is no change in paid up capital of the Company.
10. PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES AND SECURITIES UNDER SECTION 186
The Company has not granted any loan, guarantee, or made any investments during the
year ended 31st March, 2023 under Section 186 of the Companies Act, 2013 and
Rule made there under. Pursuant to Section 186 (4) read with Rule 11 of the Companies
(Meetings of Board and its Powers) Rules, 2014 and Schedule V of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 ("Listing Regulations"), disclosure on particulars relating to Loans,
advances and investments are provided as part of the financial statements.
11. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has in place proper and adequate internal control systems that commensurate
with the nature of its business, size and complexity of its operations. Internal control
systems consisting of policies and procedures are designed to ensure reliability of
financial reporting, compliance with policies, procedure, applicable laws and regulations
and that all assets and resources are acquired economically, used efficiently and
adequately protected. The Internal Auditor monitors and evaluates the efficacy and
adequacy of internal control systems in the Company, its compliance with operating
systems, accounting procedures and policies at all locations of the Company and reports
the same on quarterly basis to the Audit Committee.
The statutory auditors of the Company have audited the financial statements included in
this annual report and have issued a report on our internal financial controls over
financial reporting as defined in Section 143 of the Act.
12. HUMAN RESOURCE MANAGEMENT
Our most valuable asset is our team of professionals. We are committed to hiring and
retaining the best talent. We do this by emphasizing the need of fostering a
collaborative, transparent, and participatory organizational culture, as well as rewarding
excellence and consistent high performance. Our human resource management focuses on
allowing our people to advance their careers, develop
theirtalents,andplan.Atishaysmultidisciplinaryworkforce is committed to operating safely
and to world class quality standards. In these challenging circumstances, employees have
shown commitment and resilience during the past twelve months, consistent with our values
of excellence, integrity and professionalism.
Particulars of employees
At Atishay, our people are the cornerstone of our success. Our staff have demonstrated
amazing tenacity and perseverance over the past year, and they are the driving force
behind Atishays industry-leading growth. During the Financial year 2022-23, Atishay
developed and expanded many development initiatives with the goal of further strengthening
and expanding our workforces abilities to meet the changing needs of our business.
13. NOMINATION & REMUNERATION POLICY OF THE COMPANY
The Companys policy relating to remuneration of Directors, Key Managerial Personnel
and other Employees is given in Annexure A. The policy is also displayed on the website of
the Company at www.atishay.com.
14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES AS REFERRED IN SECTION 188(1)
All transactions entered with Related Parties for the year under review were entered on
arms length basis and in the ordinary course of business and that the provisions of
Section 188(1) of the Companies Act, 2013 and the Rules made thereunder were not
attracted. The particulars of contracts or arrangements with related parties referred to
in Section 188(1) is prepared in Form AOC-2 pursuant to Section 134(3)(h) of the Act and
Rule 8(2) of the Companies (Accounts) Rules, 2014 and the same is annexed to the Boards
Report as Annexure-B.
All Related Party Transactions are placed before the Audit Committee and the Board for
approval. The Company has a process in place to periodically review and monitor Related
Party Transactions. Omnibus approval was obtained on a yearly basis for transactions which
are of repetitive nature. All the related party transactions were in the ordinary course
of business and at arms length.
15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of the provisions of Regulation 34(2)(e) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations 2015, the Management Discussion and Analysis Report
on the financial condition and result of operations of the Company for the year under
review is presented in a separate section forming part of the Annual Report.
16. AUDIT REPORT AND AUDITORS STATUTORY AUDITORS
The Members of the Company had reappointed M/s B. M Parekh & Co., Chartered
Accountants, Mumbai (Registration no. 107448W), as the Statutory Auditors of the Company
for a period of five years i.e., from the conclusion of the 22nd Annual General
Meeting held on 27th September,2022 till the conclusion of 27th
Annual General Meeting of the Company.
1. The Auditors Report for the financial year 2022-23 does not contain any
qualifications, reservations or adverse remarks.
SECRETARIAL AUDITORS
Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had
appointed M/s Nilesh A Pradhan & Co., LLP Company Secretaries, Mumbai to undertake the
Secretarial Auditor of the Company for the Year 2022-23.
Secretarial Audit Report for the Financial Year 2022-2023 as issued by M/s Nilesh A
Pradhan & Co., LLP Company Secretaries, Mumbai in Form MR-3 is annexed to the Boards
Report as Annexure –C which is self-explanatory and do not call for any further
explanation of the Board.
17. BOARD OF DIRECTORS AND ITS MEETINGS
The Company has a professional Board with the right mix of knowledge, skills and
expertise with an optimum combination of Executive, Non-Executive and Independent
Directors including Woman Directors. The Board provides strategic guidance and direction
to the Company in achieving its business objectives and protecting the interest of the
stakeholders. One meeting of the Board of Directors is held in each quarter. Additional
meetings of the Board are convened as may be necessary for proper management of the
business operations of the Company. Separate meeting of Independent Directors are also
held at least once in a year to review the performance of Non-Independent Directors, the
Board as a whole and the Chairman. The details pertaining to the composition, terms of
reference of the Board of Directors of the Company and the meetings thereof held during
the financial year are given in the Report on Corporate Governance section forming part of
this Annual Report.
Information available for the members of the Board: -
The Board has complete access to any information within the Company. The Company has
provided inter alia following information and discussed the matters:
• Financial results of the Company,
• Minutes of meetings of the Board and Committee Meetings
• Quarterly and Yearly Compliance reports
• Disclosures received from Directors.
• Related party transactions.
• Regular business updates.
• Report on action taken on last Board Meeting decisions.
• Various Policies of the Board.
• Code of Conduct for the members of the Board.
18. BOARD EVALUATION
The provision of Section. 149(8) of Companies Act, 2013 states that formal annual
evaluation needs to be made by the Board of its own performance and that of its committees
and individual directors. Further Schedule IV of the Companies Act, 2013 states that the
performance evaluation of independent directors shall be done by the entire Board of
Directors, excluding the director being evaluated. The Nomination and Remuneration
Committee of the Company has laid down the criteria for performance evaluation of the
Board, its committees and individual directors including Independent Directors. The
evaluation of all the directors and the Board as a whole was conducted based on the
criteria and framework adopted by the Board. Recommendations and suggested areas of
improvement for the Board, its various committees and the individual Directors were
considered by the Board. The Board approved the evaluation results as collated by the
nomination and remuneration committee. a) Directors
Your Company has Seven (7) Directors of which Two (2) are Executive, one (1)
Non-Executive & Non-Independent and Four (4) are Non-Executive & Independent
Directors as on 31st March , 2023. b) Independent Directors
In terms of the definition of ‘Independent Directors as prescribed under
Regulation 16 (1) (b) of the Listing Regulations and Section 149(6) of the Companies Act,
2013, the Company has received necessary declaration from each Independent Director under
Section 149 (7) of the Companies Act, 2013, to the effect that he meets the criteria of
independence laid down in Section 149(6) of the Companies Act, 2013 and the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 ("SEBI Listing Regulations"). The following Non-Executive Directors are
Independent Directors of the Company:
1. Mr. Ajay Mujumdar
2. Mr. Arvind Vishnu Lowlekar
3. Mr. Arun Shrivastava
4. Mrs. Poonam Agrawal c) Managing Director and Whole-time Director
• During the year, Mr. Akhilesh Jain continued to remain as the Chairman &
Managing Director of the Company.
• During the year, Mr. Archit Jain continued to remain as the Whole-time Director
of the Company. d) Appointment/Resignation of Director and Key
Managerial Personnel
• During the year, Miss Iti Tiwari and Mr. Arjun Singh Dangi continued to remain
as the Company
Secretary & Compliance Officer and as the Chief Financial Officer of the Company
respectively. e) Retire by Rotation
Mrs. Rekha Jain, Director of the Company will retire by rotation at the 23rd
Annual General Meeting in pursuance of the provisions of Section 152 of the Companies Act,
2013 and being eligible has offered herself for the re-appointment at the 23rd
Annual General Meeting.
Further details as required under the provisions of Regulation 36 (3) of Listing
Regulation about the Director seeking reappointment in the ensuing Annual General Meeting
are annexed to the Notice of 23rd Annual General Meeting which is being sent to
the Members along with the Annual Report.
19. COMMITTEES OF THE BOARD
The Board of Directors has constituted various mandatory and non-mandatory Committees
to deal with specific areas and activities. The Committees are formed with the approval of
the Board and function under their respective Charters. These Committees play an important
role in the overall management of day-to-day affairs and governance of the Company. The
Board Committees meet at regular intervals and take necessary steps to perform its duties
entrusted by the Board. The Minutes of the Committee Meetings are placed before the Board
for noting. The Board currently has the following Committees: Mandatory Committees: -
(a) Audit Committee
The Audit Committee was constituted by our Board in accordance with Section 177 of the
Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations And Disclosure
Requirements) Regulations, 2015. The composition, quorum, terms of reference, functions,
powers, roles and scope are in accordance with Section 177 of the Companies Act, 2013 and
the provisions of Regulation 18 of the Listing Regulations. All the members of the
committee are financially literate and Mr. Arvind Vishnu Lowlekar, Chairman of the
Committee is an Independent Director and possesses financial expertise. The details
regarding composition, terms of references, powers, functions, scope, meetings and
attendance of members are included in the Corporate Governance Report which forms part of
the Annual Report.
(b) Stakeholders Relationship Committee
The Stakeholders Relationship Committee has been constituted by the Board in accordance
with Section 178 of the Companies Act, 2013. The details regarding composition, terms of
references, powers, functions, scope, meetings, attendance of members and the status of
complaints received during the year are included in the Corporate Governance Report which
forms part of the Annual Report.
(c) Nomination and Remuneration Committee
The Nomination and Remuneration Committee has been constituted by the Board in
accordance with section 178 of Companies Act, 2013 and Regulation 19 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. All the members of the
committee are Independent Directors. The details regarding composition, terms of
references, powers, functions, scope, meetings and attendance of members are included in
the Corporate Governance Report which forms part of the Annual Report.
(d) Corporate Social Responsibility Committee
The Corporate Social Responsibility Committee (the "CSR Committee") has been
constituted by the Board in accordance with section 135 of Companies Act, 2013. The
details regarding composition, terms of references, powers, functions, scope, meetings and
attendance of members are included in Corporate Governance Report which forms part of the
Annual Report
20. VIGIL MECHANISM (WHISTLE BLOWER POLICY)
In terms of the section 177(9) of Companies Act, 2013 and rules framed there under,
your Company has established a ‘Whistle Blower Policy and Vigil Mechanism for
directors and employees which provides a channel to the employees to report to the
appropriate authorities concerns about unethical behavior, actual or suspected, fraud or
violation of the Companys code of conduct policy and provides safeguards against
victimization of employees who avail the mechanism and also provide for direct access to
the Chairman of the Audit Committee in exceptional cases. Protected disclosures can be
made by whistle blower through an email, or dedicated telephone line or a letter to the
concerned authorities.
21. PREVENTION OF INSIDER TRADING
The Board has an Insider Trading Policy for regulating, monitoring and reporting of
Trading of Shares by Insiders.
The Code lays down guidelines, procedures to be followed and disclosures to be made
while dealing with shares in the Company. The copy of the same is available on the website
of the Company at the link: http://atishay.com/
investors/Policies/Insider-Trading-Policy.pdf.
22. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013(SHWWA)
Your Company is committed to providing a work environment that ensures everyone is
treated with dignity and respect. The Company is also committed to promoting equality at
work and an environment that is conducive to professional growth for all employees and
encourages equal opportunity. Your Company does not tolerate any form of sexual harassment
and is committed to take all necessary steps to ensure that its employees are not
subjected to any form of harassment including sexual harassment. The Company has zero
tolerance for sexual harassment at workplace and has adopted a policy on prevention,
prohibition and redressal of sexual harassment at workplace in line with the provisions of
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
and the rules framed thereunder. All employees (permanent, contractual, temporary,
trainees) are covered under this policy. During the Financial Year ended March 31, 2023,
the Company has not received any Complaints pertaining to Sexual Harassment.
23. RISK MANAGEMENT
For your Company, Risk Management is an integral and important component of Corporate
Governance. Your Company believes that a robust Risk Management ensures adequate controls
and monitoring mechanisms for a smooth and efficient running of the business. A risk-aware
organization is better equipped to maximize shareholder value. Your Company has a
well-defined risk management framework in place. The risk management framework works at
various levels across the Company. These levels form the strategic defense cover of the
Companys risk management. The Company has a robust organizational structure for managing
and reporting on risks. The Company follows well-established and detailed risk assessment
and minimization procedures, which are periodically reviewed by the Board. The Companys
Business Risk Management Framework helps in identifying risks and opportunities that may
have a bearing on the organizations objectives, assessing the terms of likelihood and
Magnitude of impact and determining response strategy.
24. CORPORATE GOVERNANCE
Our corporate governance practices reflect our value system encompassing our culture,
policies and relationships with our stakeholders. At Atishay our board exercises its
fiduciary responsibilities in the widest sense of the term. Our disclosures seek to attain
the best practices in Corporate Governance. also endeavor to enhance long-term shareholder
value and respect minority rights in all our business decisions. The Report on Corporate
Governance as per the requirement of SEBI (Listing Obligation and Disclosure Requirements)
Regulation, 2015 forms part of this Annual Report. The requisite certificate from M/s.
Nilesh A. Pradhan & Co., LLP, Company Secretaries, confirming the compliance with the
conditions of Corporate Governance has been included in the said Report.
A Certificate from the Managing Director and Chief Financial Officer of the Company in
terms of SEBI (Listing Obligation Disclosure Requirements) Regulations 2015, inter alia,
confirming the correctness of the Financial Statements and Cash Flow Statements, adequacy
of the internal control for financial reporting, and reporting of matters to the Audit
Committee, is also forming part of this Annual Report.
25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS OF THE COMPANY
There are no significant and material orders passed by the Regulators or Courts or
Tribunals which would impact the going concern status and the Companys future operations.
26. SUBSIDIARY COMPANIES
The Company does not have any subsidiary Company and hence the provisions of the same
are not applicable to the Company.
27. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH
THE FINANCIAL STATEMENT RELATED AND THE DATE OF REPORT
There are no Material changes and commitments in the business operations of the Company
from the financial year ended March 31, 2023, to the date of signing of the Boards Report.
28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO
The Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo
pursuant to provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of
Companies (Account) Rules, 2014:
A. Conservation of Energy:
While continuing to believe in the philosophy of Energy saved is Energy produced,
adequate measures commensurate with the business operations have been taken to reduce and
conserve the energy consumption by utilizing energy efficient equipment whenever required.
B. Technology Absorption:
Research and Development (R&D): Nil
Technology absorption, adoption, and innovation: Nil
C. Foreign Exchange Earning and Outgo:
Foreign Exchange Earnings: Nil Foreign Exchange Outgo: Nil
29. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(3)(c) and 134(5) of the Companies Act,
2013 the Board of Directors confirms 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) the directors have selected such accounting policies
and applied them consistently and made judgements and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of the Company as on
March 31, 2023 and of the profit of the Company for that year; c) 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. d) the Directors have
prepared the annual accounts on a going concern basis.
e) the Directors have laid down internal financial controls to be followed by the
Company and that such financial controls are adequate and were operating effectively. f)
the Directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively. g) the
Company has complied with the Secretarial Standards issued by the Institute of Company
Secretaries of India on Meetings of the Board of Directors and General Meetings.
30. DISCLOSURE WITH RESPECT TO MAINTENANCE OF COST RECORDS
Your Company doesnt fall within the scope of Section 148(1) of the Companies Act, 2013
and hence does not require to maintain cost records as specified by the Central
Government.
31. CORPORATE SOCIAL RESPONSIBILITY (CSR)
As per Section 135 of the Companies Act, 2013, a company meeting the applicability
threshold needs to spend at least 2% of its average net profit for the immediately
preceding three financial years on CSR activities for the next three years. A CSR
committee has been formed by the Company as per the Act. The funds utilized through the
year on these activities which are specified in Schedule VII of the Act. Statement
Containing Information as per Section 135 Read with the Rule 8 of Companies (Corporate
Social Responsibility) Rules, 2014 is annexed as Annexure-D to this report.
32. AFFIRMATION ON COMPLIANCE OF SECRETARIAL STANDARDS
The Company hereby affirms that during the year under review the Company has complied
with all the applicable mandatory secretarial standards (including any modifications or
amendments thereto) issued by the Institute of Company Secretaries of India.
33. REPORTING OF FRAUDS
During the year under review, neither the Statutory Auditors nor the Secretarial
Auditor has reported to the Audit Committee under Section 143(12) of the Companies Act,
2013, any instances of fraud committed against the Company by its officers or employees,
the details of which would need to be mentioned in boards report.
34. ENHANCING SHAREHOLDERS VALUE
Your Company believes that its members are among its most important stakeholders.
Accordingly, your Companys operations are committed to the pursuit of achieving high
levels of operating performance and cost competitiveness, consolidating, and building for
growth, enhancing the productive asset and resource base, and nurturing overall corporate
reputation.
35. ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as
on March 31, 2023 is available on the Companys website on www.atishay.com.
36. PARTICULARS OF EMPLOYEES
The ratio of remuneration of each director to the median employees remuneration and
other details in terms of 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 as Annexure—E which forms part of this report. During the financial year
2022-23, no employee, whether employed for whole or part of the year, was drawing
remuneration exceeding the limits mentioned under section 197(12) of the act read with
rule 5(2) of the companies (appointment and remuneration of managerial personnel) rules,
2014.
37. DETAILS OF AN APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016.
During the year under review, there was no application made or any proceeding pending
under the Insolvency and Bankruptcy Code, 2016.
38. THE DETAILS OF THE DIFFERENCE BETWEEN THE AMOUNT
OF THE VALUATION DONE AT THE TIME OF A ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE
TAKING A LOAN FROM BANKS OR FINANCIAL INSTITUTIONS.
During the year under review there is no one-time settlement of loans from the banks or
financial institutions.
CAUTIONARY NOTE
Statements in this Boards Report and Management Discussion and Analysis describing the
Companys objectives, projections, estimates, expectations or predictions may be
"forward-looking statements" within the meaning of applicable securities laws
and regulations. Actual results could differ materially from those expressed or implied.
Important factors that could make difference to the Companys operations include raw
material availability and its prices, cyclical demand and pricing in the Companys
principle markets, changes in Government regulations, Tax regimes, economic developments
in the Country and other ancillary factors.
APPRECIATION
Your Companys organizational culture upholds professionalism, integrity, and
continuous improvement across all functions, as well as efficient utilization of the
Companys resources for sustainable and profitable growth. Your directors acknowledge with
gratitude and wish to place on record their appreciation for the dedication and commitment
of your Companys employees at all levels, which has continued to be our major strength.
Your directors also thank the shareholders, investors, customers, visitors to our
websites, business partners, bankers and other stakeholders for their confidence in the
Company and its management and look forward to their continuous support.
FOR AND ON BEHALF OF THE BOARD OF ATISHAY LIMITED
|
Sd/- |
|
AKHILESH JAIN |
|
(CHAIRMAN & MANAGING DIRECTOR) |
|
DIN: 00039927 |
| DATE: 10.06.2023 |
|
| PLACE: BHOPAL |
|
+91-9892691696
