To,
The Members,
Your Directors have pleasure in presenting their 31Bl Annual Report on the
business and operations of the Company and the accounts for the Financial Year ended 315t
March, 2023.
FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY
(Rs. in Lakhs)
Sr. No. Particulars |
2022-23 |
2021-22 |
|
Standalone |
Consolidated |
Standalone |
Consolidated |
| I. Total Income |
13,587.16 |
13,596.27 |
11,865.33 |
11911.79 |
| II. Earnings before Interest, Depreciation, Tax & Exceptional Items
(EBIDT) |
1,056.55 |
1,061.43 |
674.93 |
694.16 |
| III. Profit/(Loss) before Tax |
459.48 |
463.02 |
28.41 |
40.94 |
| IV. Provision for Tax |
(31.30) |
(31.23) |
8.25 |
8.48 |
| V. Profit/(Loss) after Tax |
490.78 |
494.25 |
20.16 |
32.46 |
| VI. Total comprehensive income for the period |
463.36 |
466.83 |
787.12 |
799.42 |
DIVIDEND
To strengthen the cash flow of the Company, no dividend was considered and recommended
for the financial year under review.
COMPANYS WORKING DURING THE YEAR
Your Company continues to pursue the business of fabrication of sheet metal components.
The total income earned for the year ended 31st March, 2023 was Rs. 13,587.16
lakhs as compared to Rs. 11,865.33 lakhs in the previous year on standalone basis.
Operations during the year have resulted in Earnings before Interest, Depreciation, Tax
& Exceptional Items (EBIDT) of Rs. 1,056.55 lakhs compared to Rs. 674.93 lakhs in the
previous year. Profit after tax during the year was at Rs. 490.78 Lakhs as compared to the
profit of Rs. 20.16 lakhs incurred in the previous year on standalone basis which depicts
the positive impact of the business of the company.
MATERIAL CHANGES AND COMMITMENTS, 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 STATEMENTS RELATE AND THE DATE OF THE REPORT
There are no material changes affecting the financial position of the Company
subsequent to the close of the Financial Year 2022-23 till the date of this report.
SIGNIFICANT AND MATERIAL ORDERS
There have been no significant and material orders passed by the Regulators or Courts
or Tribunals impacting the going concern status and the Companys operations in future.
RESERVES
Reserves and Surplus on standalone basis as on 31st March, 2023 were Rs.
3,547.87 Lakhs including Rs. 2965.13 Lakhs towards revaluation reserve.
SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES
As on the date of Balance Sheet, the Company has no subsidiary. Rishi Vocational
Education Private Limited ceased to be a subsidiary of the company w.e.f. 10th
June, 2022. The Company has not entered into any joint venture arrangements and does not
have any Associate Company.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of your Company for the Financial Year 2022-23
are prepared as per Indian Accounting Standards ("IND AS") and in compliance
with applicable provisions of the Companies Act, 2013 read with the Rules issued
thereunder and the provisions of SEBI (Listing Obligations and disclosure Requirements)
Regulations, 2015. The consolidated financial statements have been prepared on the basis
of audited financial statements of your Company and its Subsidiary.
PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARY INCLUDED IN THE CONSOLIDATED
FINANCIAL STATEMENT
The detail of the financial position of the subsidiary in Form AOC-1 is included in the
Consolidated Financial Statement forming part of this Annual Report. Since your Company
has adopted Indian Accounting Standard (IND AS) in preparation of financial statements,
the financial statements of the subsidiary are also prepared in accordance with IND AS.
INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations.
The Internal Auditor appointed by the Company, conducts an Internal Audit and monitors
and evaluates the efficacy and adequacy of internal control system, its compliance with
operating systems, accounting procedures and policies at all locations of the Company.
Internal Audit Findings and recommendations, areas for improvement are reviewed by the
Audit Committee. Based on the report of internal auditor; management undertake corrective
action in their respective areas and thereby strengthen the controls.
AUDIT OBSERVATIONS AND EXPLANATION OR COMMENT BY THE BOARD
There were no qualifications, reservations or adverse remarks made either by the
Auditors in his Reports or by the Practicing Company Secretary in their respective
Reports. The observations made by the Auditors read with the relevant notes on accounts
are self-explanatory.
REPORTING OF FRAUDS BY AUDITORS
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 the Boards Report.
DEPOSITS
During the year under report, the Company has not accepted deposits from public under
Chapter V of the Act.
AUDITORS
(a) STATUTORY AUDITORS AND THEIR REPORT
At the 26th Annual General Meeting of the Company held on 28th
September, 2018; M/s. Shah Mehta and Bakshi, Chartered Accountants, Vadodara (FRN:
103824W) were appointed as the Statutory Auditors of the Company for a term of 5 financial
years commencing from the Financial Year 2018-2019 to hold office till the conclusion of
the 31st Annual General Meeting of the Company. The Statutory Auditors had
carried out audit of financial statements of the Company for the financial year ended 31st
March, 2023 pursuant to the provisions of the Act. The reports of Statutory Auditors form
part of the Annual Report. The reports are self explanatory and do not contain any
qualifications, reservations or adverse remarks.
The Company has received a confirmation from the Auditors to the effect that if they
are reappointed, it will be in accordance with the limits specified under the Companies
Act, 2013 and that they satisfy the criteria specified in Section 141 of the Companies
Act, 2013 read with Rule 4 of Companies (Audit & Auditors) Rules 2014.
The Board is of the opinion that continuation of M/s. Shah, Mehta and Bakshi, Chartered
Accountants, as Statutory Auditors will be in the best interests of the Company and
therefore, the members are requested to consider their reappointment as Statutory Auditors
of the Company, for a term of five financial years, commencing from 2023-24 and from the
conclusion of the ensuing 31st Annual General Meeting, till the conclusion of
36th Annual General Meeting.
(b) SECRETARIAL AUDIT REPORT
The Board of Directors has appointed M/s. Sudhanwa S. Kalamkar & Associates,
Practising Company Secretary to conduct Secretarial Audit for the financial year ended 31st
March, 2023. As required under Section 204 of the Companies Act, 2013, the Secretarial
Audit Report is annexed as Annexure to this Report. The Secretarial Auditors Report is
self-explanatory and does not contain any qualifications or adverse remarks which require
any clarification or explanation.
(c) COST AUDITORS
In terms of Section 148 of the Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014, it is hereby confirmed that the cost accounts and records are made
and maintained by the Company as specified by the Central Government under sub-section (1)
of Section 148 of the Companies Act, 2013.
The Board of Directors at its meeting held on 26th July, 2023 has appointed
M/s P. K. Chatterjee & Associates, Cost Accountants (FRN. 101833), as the Cost
Auditors for conducting the Cost Audit for the Financial Year 2023-24. As required under
the Act, the remuneration payable to the cost auditor is required to be placed before the
members in a general meeting for their ratification.
The Cost Audit report for the Financial Year ended 31st March 2023; after
being taken on record by the Board shall be filed with MCA within the stipulated time.
SHARE CAPITAL
The paid up Equity Share Capital as on 31st March, 2023 was Rs. 919.26
Lakhs. There was no change in the Share Capital of the Company during the financial year
under report.
As on 31st March, 2023, following three directors are holding shares of the Company:
Mr. Harshad Patel
Mr. Dinesh Mehta
Mr. Mahesh Solanki
THE ANNUAL RETURN
As per the provisions of section 92(3) read with section 134(3)(a) of the Act, Annual
Return for the Financial Year ended on 31st March, 2023, in prescribed Form No.
MGT-7 is available on the website of the Company at Form MGT 7 3103.2023.pdf
frishilaser.coml.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of conservation of energy, technology absorption, foreign exchange earnings
and outgo are as follows:
A. CONSERVATION OF ENERGY
The Company has implemented energy conservation measures at all plants and offices. The
Company is also increasing the awareness within the organization for energy saving.
B. TECHNOLOGY ABSORPTION
The Company is not carrying out any R&D Operations but is assisting its customers
in prototyping and developing import substitute items.
TECHNOLOGY ABSORPTION, ADAPTION AND INNOVATION
The Company has not imported any Technology.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
The earning in foreign exchange amounts to Rs. 389.30 Lakhs. The Company has not
incurred any expenditure in foreign currency on account of components, spare parts and
capital goods.
BOARD OF DIRECTORS:
Details of Board of Directors
As on the date of Balance sheet; the Board of Directors of the Company consisted of
Four Directors. As the Chairman of the Board is in Executive capacity pursuant to
requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations
2015, its Board comprises of 50% of the Independent Directors.
Out of the Four Directors, One Director is categorized as Promoter - Director, two are
Independent Directors appointed pursuant to provisions of section 149 of the Companies Act
2013 and One Director is categorized as Non- Executive Non- Independent Director. As on
the date of Balance sheet; there is no Nominee Director on the Board of the Company.
No Director of the Company is either member of more than ten committees and/ or
Chairman of more than five committees across all Companies in which he is Director and
necessary disclosures to this effect has been received by the Company from all the
Directors.
Change in Directors:
There was no change in directorship during the financial year under review.
Details of the meetings of the Board of Directors
The Board met five (5) times during the year. Board Meetings were held on 30th
May, 2022, 10th June, 2022, 10th August, 2022, 12th
November, 2022 and 30th January, 2023. The time gap between any two meetings
was not more than 120 days.
The details of Directors and their attendance record at Board Meetings held during the
year, at last Annual General Meeting and number of other directorships and
chairmanships/memberships of committees is given below:
Name |
Category |
Other Directorships in Public Cos. |
Committee Membership/ Chairmanship #(incl. RLL) |
Attendance At Board Meetings |
Attendance At last AGM |
Shareholding of Non-Executive Directors (as on 31.03.2023) |
| Mr. Harshad Patel DIN 00164228 |
Promoter/ Executive |
Nil |
2 |
5 |
Yes |
- |
| Mr. Dinesh Mehta DIN 00509447 |
Non-Promoter/ Independent |
Nil |
2 |
5 |
Yes |
19500 |
| Ms. Sheela Ayyar DIN 06656579 |
Non-Promoter/ Independent |
1 |
6 |
5 |
No |
- |
| Mr. Mahesh Solanki DIN 09213491 |
Non-Promoter/ Non Independent |
Nil |
Nil |
5 |
Yes |
400 |
# While considering the memberships/chairmanships only Audit Committee and Stakeholders
Relationship Committee are considered.
Declaration by an Independent Director(s)
All Independent Directors have given declarations that they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act, 2013.
Formal Annual Evaluation
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board has carried out evaluation of its
own performance on the annual basis the Directors individually, as well as the evaluation
ofthe working ofitsAudit, Nomination and Remuneration and other Committees. A structured
questionnaire was prepared after taking into consideration inputs received from the
Directors, covering various aspects of the Boards functioning such as adequacy of the
composition of the Board and its Committees, Board culture, execution and performance of
specific duties, obligations and governance.
A separate exercise was carried out to evaluate the performance of individual Directors
including the Chairman of the Board. The performance evaluation of the Independent
Directors was carried out by the entire Board. The performance evaluation of the Chairman
was carried out by the Independent Directors who also reviewed the performance of the
Secretarial Department.
Code of Conduct
The Board has laid down a Code of Conduct for all Board members and senior management
personnel of the Company, which has been posted on the website of the Company www.rishilaser.com
All Board members and senior management personnel have affirmed compliance with the
code for the year ended on 31st March, 2023. Declaration to this effect signed
by the Managing Director of the Company for the year ended on 31st March, 2023 has been
included in this report.
Familiarization Programme for Independent Directors
Every Independent Director is issued a Letter of Appointment setting out terms and
conditions, duties and responsibilities of Director. They are also updated with the
developments in the business of the Company at each Board Meeting. Independent Directors
can meet and discuss with senior management of the Company and get access to any
information relating to the Company. During the Financial Year ended 31st
March, 2023, the Company Conducted a Familiarisation Programme for Independent Directors
which was attended by all the Independent Directors of the Company.
KEY MANAGERIAL PERSONNELS (KMP)
As on 31st March, 2023, Mr. Harshad Patel - Managing Director, Mr. Ganesh
Agrawal - Chief Financial Officer and Ms. Vandana Machhi - Company Secretary and
Compliance Officer, are the Key Managerial Personnels of your Company.
There were no changes in the Key Managerial Personnels (KMP) ofthe Company.
COMMITTEES OF THE BOARD
The Board of Directors has constituted Committees of the Directors, as mandated by Law,
Regulations to deal with specific areas and activities which require an independent expert
review of subject matter. The Board Committees are formed with approval of the Board and
function according to Terms of Reference and statutory provisions mandating such
constitution. These Committees play an important role in the overall management of
day-to-day affairs and governance of the Company.
The Board currently has the following Committees:
1. Audit Committee
The Company has a Competent Audit Committee comprising of three Directors out of which
two-third are independent directors. Mrs. Sheela Ayyar is the Chairperson of the Audit
Committee has expertise in the field of finance and accounts. The other members of the
Committee are Mr. Harshad Patel and Mr. Dinesh Mehta.
The main functions of the Audit Committee were:
a. Reviewing Financial Statements before submission to the Board.
b. Reviewing internal control system and recommending improvement.
c. Recommending appointment of Statutory Auditors and fixing Audit fees.
d. Discussing with statutory Auditors the scope of Audit, conducting post audit
discussions to ascertain area of concern.
While reviewing the financial statements the committee focused on:
1. changes in accounting policies and reasons thereon.
2. compliance with accounting standards.
3. compliance with listing and other regulations.
4. related party transactions.
The Meetings were attended by all the Members of the Committee.
During the Financial Year 2022-23, the committee met on 30th May, 2022, 10th
August, 2022, 12th November, 2022 and 30th January, 2023.
2. Nomination & Remuneration Committee:
The Nomination & Remuneration committee consists of three non executive Directors,
Mrs. Sheela Ayyar, Mr. Mahesh Solanki and Mr. Dinesh Mehta.
The Board has on the recommendation of the Nomination & Remuneration Committee
framed a policy for selection and appointment of Directors, Senior Management and their
remuneration. The same is posted on the website www.rishilaser.com. Nomination
& Remuneration Committee approves the remuneration payable to the Managing Director
and senior executives.
The salient features of the said policy are as under:
POLICY FOR APPOINTMENT AND REMOVAL OF
DIRECTOR, KMP AND SENIOR MANAGEMENT
1. Appointment Criteria and Qualification
a) The Committee shall identify and ascertain the integrity, qualification, expertise
and experience of the person for appointment as Director, KMP or at Senior Management
level and recommend to the Board his / her appointment.
b) A person should possess adequate qualification, expertise and experience for the
position he / she is considered for appointment. The Committee has discretion to decide
whether qualification, expertise and experience possessed by a person is sufficient /
satisfactory for the concerned position.
c) The Company shall not appoint or continue the employment of any person as Whole-time
Director who has attained the age of seventy years. Provided that the term of the person
holding this position may be extended beyond the age of seventy years with the approval of
shareholders by passing a special resolution based on the explanatory statement annexed to
the notice for such motion indicating the justification for extension of appointment
beyond seventy years.
2. Term/Tenure
a) Managing Director/Whole-time Director: The Company shall appointor re-appoint any
person as its Executive Chairman, Managing Director or Executive Director for a term not
exceeding five years at a time. No re-appointment shall be made earlier than one year
before the expiry of term.
b) Independent Director: An Independent Director shall hold office for a term up to
five years on the Board of the Company and will be eligible for re-appointment on passing
of a special resolution by the Company and disclosure of such appointment in the Boards
report. No Independent Director shall hold office for more than two consecutive terms of
upto maximum of 5 years each, but such Independent Director shall be eligible for
appointment after expiry of three years of ceasing to become an Independent Director.
Provided that an Independent Director shall not, during the said period of three years, be
appointed in or be associated with the Company in any other capacity, either directly or
indirectly. At the time of appointment of Independent
Director it should be ensured that number of Boards on which such Independent Director
serves is restricted to seven listed companies as an Independent Director and three listed
companies as an Independent Director in case such person is serving as a Whole-time
Director of a listed company or such other number as may be prescribed under the Act.
3. Evaluation
The Committee shall carry out evaluation of performance of every Director, KMP and
Senior Management Personnel at regular interval (yearly).
4. Removal
Due to reasons for any disqualification mentioned in the Act or under any other
applicable Act, rules and regulations there under, the Committee recommends, to the Board
with reasons recorded in writing, removal of a Director, KMP or Senior Management
Personnel subject to the provisions and compliance of the said Act, rules and regulations.
5. Retirement
The Director, KMP and Senior Management Personnel shall retire as per the applicable
provisions of the Act and the prevailing policy of the Company. The Board will have the
discretion to retain the Director, KMP, Senior Management Personnel in the same
position/remuneration or otherwise even after attaining the retirement age, for the
benefit of the Company.
POLICY FOR REMUNERATION TO DIRECTORS/
KMP/SENIOR MANAGEMENT PERSONNEL:
1. Remuneration to Whole-time/Executive/Managing Director, KMP and Senior Management
Personnel: The Remuneration/ Compensation/ Commission etc. to be paid to Director /
Managing Director etc. is governed by the provisions of the Companies Act, 2013 and rules
made there under or any other enactment for the time being in force. Appointment of Mr.
Harshad Patel, as the managing director has already been approved by members vide the
special resolution passed in 30th Annual General Meeting held on Friday, 23rd
September, 2022.
2. Remuneration to Non-Executive / Independent Director: The Non-Executive Independent
Director may receive remuneration / compensation / commission asperthe
provisionsofCompaniesAct, 2013. The amount of sitting fees shall be subject to ceiling/
limits as provided under CompaniesAct,
2013 and rules made there under or any other enactment for the time being in force.
The terms of reference to the Committee broadly are as under:
The Board has formed the Nomination and Remuneration Committee which ensure effective
Compliance of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. The main functions ofthe
Committee are as follows:
• Reviewing the overall compensation policy, service agreements and other
employment conditions of Managing/Whole-time Director(s) and Senior Management (one level
below the Board):
• to help in determining the appropriate size, diversity and composition ofthe
Board;
• to recommend to the Board appointment/ reappointment and removal of Directors;
• to frame criteria for determining qualifications, positive attributes and
independence of Directors;
• to recommend to the Board remuneration payable to the Directors (while fixing
the remuneration to Executive Directors the restrictions contained in the Companies Act,
2013 is to be considered);
• to create an evaluation framework for Independent Directors and the Board;
• to provide necessary reports to the Chairman after the evaluation process is
completed by the Directors;
• to assist in developing a succession plan for the Board;
• to assist the Board in fulfilling responsibilities entrusted from time-to-time;
• delegation of any of its powers to any Member of the Committee or the Compliance
Officer.
Details of remuneration package of the Managing Director: (As prescribed by
Schedule V of the Companies Act 2013)
Period : Three years from 01-04-2023 Salary : Rs. 5,00,000/
HRA : Rs. 2,50,000/- Others : Rs. 1,50,000/-
Besides the above the Managing Director is entitled to perquisites such as PF, Gratuity
and LTA.
Actual remuneration received by the Managing Director for the year 2022-23:
Mr. Harshad Patel - Rs. 108 Lakhs
Non - Executive Directors are paid Rs. 2500/- per Board Meeting attended and Rs. 2500/-
per Audit Committee Meeting attended.
During the year, One Nomination & Remuneration Committee Meeting was held on 30th
May, 2022.
3. Stakeholders Relationship Committee:
The Committee consists of three Directors, Mr. Harshad Patel, Mrs. Sheela Ayyar and Mr.
Dinesh Mehta. Mrs. Sheela Ayyar is the Chairperson of the Committee. During the year, One
Nomination & Remuneration Committee Meeting was held on 30lh May, 2022.
The Committee has been constituted to look into Redressal of Shareholders Complaints
and correspondence with SEBI and the Stock Exchange. The Committee also takes on record
the requests received for transfer, transmission, dematerialization, rematerialzation,
issue of duplicate share certificates etc. requests received from shareholders and hold
its Meetings at such duration as may be required. There are no complaints pending with the
Company.
4. Compensation Committee:
The Company has a Compensation Committee of Directors comprising of three Directors
viz. Mr. Harshad Patel, Mrs. Sheela Ayyar and Mr. Dinesh Mehta for implementation of
Employee Stock Option Scheme-2006.
5. Finance Committee:
The Company has a Finance Committee comprising of three Directors viz. Mr. Harshad
Patel, Mrs. Sheela Ayyar and Mr. Dinesh Mehta, for looking after the matters pertaining to
expansion and finance of the Company.
During the year, one Finance Committee Meeting was held i.e. 30th May, 2022.
Independent Directors Meeting
During the year under review, the Independent Directors met on 30th January,
2023 inter alia, to discuss the evaluation of the performance of all non - independent
directors and the Board of directors as whole. It also evaluates the timelines of flow of
information between the Management and the Board that is necessary for the Board to
perform its duties effectively.
RISK MANAGEMENT POLICY
The Company has formed a statement indicating development and implementation of a risk
management policy for the Company including identification therein of elements of risk, if
any, which in the opinion of the Board may threaten the existence of the company.
VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
The Company formulated Whistle Blower Policy as per the provisions of SEBI (LODR)
Regulations 2015 to raise any complaint, query and to deal with instance of fraud and
mismanagement, if any.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
The Company has constituted Internal Complaint Committee (ICC)forall locations to the
extent applicable pursuant to the provisions of The Sexual Harassment of Women at the
Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Company has taken
adequate care and caution in line with the requirements of the Act. During the year
2022-23, the Company has not received any sexual harassment complaint.
LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on
an arms length basis and were in the ordinary course of business.Pursuant to Section 134
read with rule ofthe Companies (Accounts) Rules 2014, there are no transactions to be
reported under Section 188(1) ofthe Companies act, 2013. The related party policy as
approved by the Board is available on the website of the Company.
The disclosure in Form AOC-2 as per the provisions of Section 188 of the Companies Act,
2013 and rules made there under is not required since there are no material contracts or
arrangements entered into by the Company as per the Policy of Materiality framed forming
part of Related Party Transaction policy of the Company.
Related Party Transactions as required under Accounting Standards are reported under
the notes to the financial statements.
PARTICULARS OF EMPLOYEES
During the year, there was no employee in receipt of remuneration prescribed in the
Rule 5 (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of Section 124 of the Companies Act, 2013 read with the
Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund )
Rules, 2016 ("the Rules"), there is no amount due which is required to transfer
to I EPF.
COMPLIANCE WITH SECRETARIAL STANDARDS
During the financial year, your Company has complied with applicable Secretarial
Standards issued by Institute of Company Secretaries of India.
EMPLOYEE STOCK OPTION PLAN-2006
The information in respect of the Employee Stock Option Plan- 2006 of the Company is
not required as the Company has not made any changes in the scheme to make it in line with
the provisions of the Companies Act 2013 and hence no further allotments are made under
ESOP.
CORPORATE SOCIAL RESPONSIBILITY POLICY (CSR)
The provisions of Section 135 of the Companies Act 2013 related to constitution of
Corporate Social Responsibility (CSR) Committee and mandate to spend amount as prescribed
by statute is not applicable to Company for the Financial Year 2022-23 as the Company does
not fulfill any criteria set by the provisions of Section 135 (1) of the Act.
STATEMENT OF SALIENT FEATURES OF FINANCIAL STATEMENT
Statement on salient features of Financial Statement in Form AOC-3 is not required
since Entire Annual Report is being sent to all the Shareholders in the manner specified
by the regulations.
DIRECTORS RESPONSIBILITY STATEMENT
The Directors Responsibility Statement referred to in clause (c) of sub-section (3)
and sub-section (5) of Section 134 of the Companies Act, 2013, shall state that—
(a) in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year and of
the profit of the Company for that period;
(c) the directors had 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 had prepared the annual accounts on a going concern basis; and
(e) the directors, had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively.
(f) the directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis on the operations of the Company is provided in
a separate section and forms a part of the Annual Report.
CORPORATE GOVERNANCE REPORT
The Company has availed an exemption for the financial year 2022-23 on the basis of
Paid-Up Capital and Net Worth as on the last day of preceding financial year i.e. 315t
March 2023 pursuant to Regulation 15 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended with regard to compliance of certain Corporate
Governance requirements, submission of Corporate Governance Report pursuant to Regulation
27 of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 and
Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.
The Company has complied with the mandatory corporate governance requirements as
applicable under other statutes and laws and certain requirements have been voluntarily
adopted as a good corporate governance practice.
The inclusion of separate section of Corporate Governance in the Annual Report is not
mandatorily required for the financial year under review. However, certain details are
provided elsewhere in the report for the information of stakeholders.
+91-9892691696
