To,
The Members,
SRIVASAVI ADHESIVE TAPES LIMITED
Your directors have pleasure in submitting their 14th Annual Report of the Company
together with the Audited Statements of Accounts for the year ended 31st March, 2023.
1. FINANCIAL PERFORMANCE:
The Financial performance of the Company during the year was as under:
(Rs. In Lakhs)
|
Standalone Financials |
| Particulars |
2022-23 |
2021-22 |
| Income from operations |
5918.32 |
6343.86 |
| Other Income |
53.61 |
31.20 |
| Total revenue |
5971.93 |
6375.06 |
| Total Expenses |
5474.47 |
5881.01 |
| Prior Period Adjustment |
- |
- |
| Profit before tax |
497.46 |
494.05 |
| Total Tax Expenses |
135.67 |
132.87 |
| Profit from C ontinuing Op erati ons after Tax (PAT) |
361.76 |
361.18 |
2. BUSINESS OPERATION:
During the year under the review, the Company has Decrease its turnover. Your directors
are expecting robust growth in near future.
The Gross income from operations of your Company is Rs. 5,918.32 Lakhs as against Rs.
6,343.86 Lakhs in the previous year. The net profit/(loss) after tax for the year under
review is Rs. 361.78 Lakhs as against profit of Rs. 361.18 Lakhs in the previous year.
3. DIVIDEND
The Board of Directors do not recommend any dividend for the year under review due to
net loss of Company, however Directors ensure for better performance and good result in
the near future of the Company.
4. CHANGE IN THE NATURE OF BUSINESS, IF ANY:
There is no change in its nature of business of Company during the year under review.
5. LISTING OF SHARES THROUGH IPO ON NATIONAL STOCK EXCHANGE OF INDIA I.E. NSE EMERGE
LTD:
The Company has listed its equity shares on SME Platform of National Stock exchange of
India Limited i.e NSE Emerge w.e.f. March 09, 2023.
6. AMOUNT TRANSFERRED TO RESERVES
The Company has not transferred its profits into Reserves & Surplus Account during
the year under review.
7. ANNUAL RETURN:
As per Section 92(3) of Companies Act, 2013, the draft copy of Annual Return of company
in form MGT - 7 has been uploaded on the website of Company and web link of the same is
www.vasavitapes.com
8. NUMBER OF BOARD MEETINGS/ COMMITTEE/SHAREHOLDERS MEETINGS CONDUCTED DURING THE
YEAR:
During the year ended March 31, 2023, the Board met 10 times. The intervening gap
between the Meetings was within the period prescribed under the Companies Act, 2013 (the
"Act"). Required quorum was present throughout each meeting as per the
requirement of the said Act, the details of Board meetings are given below;
I. AUDIT COMMITTEE
The audit committee of the Company is constituted under the provisions of section 177
of the Companies Act, 2013. However, the Company has constituted Audit Committee on
September 29, 2022 as details mentioned below:
Composition of the Committee:
1. Gopi D K, Non-Executive, Independent Director (Chairman);
2. Praiakta Sangoram, Non- Executive Independent Director (Member)
3. D N Anilkumara, Chairman & Managing Director (Member)
4. The Company Secretary of Company is Secretary of the Committee
During the Financial Year 2022-23, 2 Audit Committee meeting held by the members of
Committee.
II. NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee of the Company is constituted under the
provisions of section 178 of the Companies Act, 2013. However, the Company has constituted
Nomination and Remuneration Committee on September 29, 2022 as details mentioned below:
Composition of the Committee:
1. Giriraj Bhutra, Non-Executive Independent Director (Chairman);
2. Gopi D K, Non-Executive Independent Director (Member);
3. Praiakta Sangoram, Non-Executive Independent Director (Member)
4. The Company Secretary of Company is Secretary of the Committee
During the Financial Year 2022-23, 1 Nomination and Remuneration Committee meeting held
by the members of Committee.
III. STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee of the Company is constituted under the
provisions of section 178 of the Companies Act, 2013. However, the Company has constituted
Stakeholders Relationship Committee on September 29, 2022 as details mentioned below:
Composition of the Committee:
1. Praiakta Sangoram, Non-Executive Independent Director (Chairman)
2. Gopi D K, Non-Executive Independent Director (Member)
3. Giriraj Bhutra, Non-Executive Director (Member)
4. The Company Secretary of Company is Secretary of the Committee
During the Financial Year 2022-23, 1 Stakeholders and Relationship Committee meeting
held by the members of Committee.
IV. SHAREHOLDERS MEETING:
| SR NO |
General Meeting Date |
Business Transacted in the Meeting |
Type of Meeting |
| 1 |
12th September, 2022 |
Approval of Financials Statements and appointment of Statutory Auditor of the Company |
AGM |
| 2 |
08th August, 2022 |
Increase in Authorised Capital Alteration in Memorandum of Associations of Company |
EGM |
| 3 |
14th September, 2022 |
Bonus Issue Conversion of Private Limited into Public Limited Adoption of New Set of
Articles of Association |
EGM |
|
|
1. Approval of Borrowing Powers to Board of Directors |
|
|
|
2. Appointment of D N Anilkumara as Chairman and Managing Director |
|
| 4 |
29th September, 2022 |
3. Approval of Remuneration and appointment Ashwini D A as Executive Director |
EGM |
|
|
4. Appointment of Prajakta Sangoram as Non-Executive Independent Director |
|
|
|
5. Appointment of Gopi D K as NonExecutive Independent Director |
|
|
|
6. Appointment of Giriraj Bhutra as NonExecutive Independent Director |
|
|
|
7. Approval of Initial Public Offer (IPO) |
|
V. INTERNAL COMPLAINT COMMITTEE:
The Company is committed to provide a safe and conducive work environment to its
employees, during the year under review.
Your directors further state that during the year under review, there were no cases
filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.
9. DECLARATION OF THE INDEPENDENT DIRECTORS:
All Independent Directors have also given declarations that they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act, 2013.
10. DETAILS OF SUBSIDIARY/JOINT VENTURE/HOLDING COMPANY:
The Company has No Subsidiary and, there is no any Joint Venture or Holding Company of
our Company.
11. CHANGES IN SHARE CAPITAL:
During the year under review, the authorized share capital from ?1,50,00,000 divided
into 15,00,000 Equity Shares of ?10/- each to ^15,00,00,000 divided into 1,50,00,000
Equity Shares of ?10/- each vide Shareholders Resolution passed at the Extra Ordinary
General Meeting held on August 08, 2022.
Further during the year under review, the Company has increased Paid-up Equity Share
capital of Company as per details mentioned below:
| Sr. No. |
Date of Allotment |
Nature of allotment |
No. of Equity Shares allotted |
Cumulative No. of Equity Shares |
| 1 |
September 14, 2022 |
Bonus Issue |
91,46,866 |
1,03,94,166 |
The Company has, during the year under review, neither issued any Equity shares with
differential voting rights nor any shares (including sweat equity shares) to its employees
under any scheme.
12. DIRECTORSS RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the
Board of Directors of the company confirms that-
(i) In the preparation of the annual accounts for the year ended 31st March, 2023, the
Company has followed the applicable accounting standards and there are no material
departures from the same.
(ii) Accounting policies were adopted and applied consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the
affairs of the Company as at 31st March 2023 and of the Profit of the Company
for year ended on that date.
(iii) The Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Act of safeguarding
the assets of the Company and for preventing/ detecting fraud and irregularities have been
taken.
(iv) The Directors have prepared Annual Accounts on a "Going Concern" basis.
(v) They have laid down internal financial controls to be followed by the Company and
such internal financial controls are adequate and operating effectively;
(vi) 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.
13. PERFORMANCE EVALUATION:
The Board of Directors carried out an annual evaluation of the Board itself, its
committees and individual Directors. The entire Board carried out performance evaluation
of each Independent Director excluding the Independent Director being evaluated. The
Nomination Remuneration Committee also carried out evaluation of every directors
performance.
The evaluation was done after taking into consideration inputs received from the
Directors, setting out parameters of evaluation. Evaluation parameters of the Board and
Committees were mainly based on Disclosure of Information, Key functions of the Board and
Committees, Responsibilities of the Board and Committees, etc. Evaluation parameters of
Individual Directors including the Chairman of the Board and Independent Directors were
based on Knowledge to Perform the Role, Time and Level of Participation, Performance of
Duties and Level of Oversight and Professional Conduct etc.
Independent Directors in their separate meeting evaluated the performance of
Non-Independent Directors, Chairman of the Board and the Board as a whole.
14. CORPORATE GOVERNANCE:
In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
exempts companies which have listed their specified securities on SME Exchange from
compliance with corporate governance provisions.
Since the equity share capital of your Company is listed exclusively on the SME
Platform of National stock exchange of India Limited i.e. NSE Emerge, the Company is
exempted from compliance with Corporate Governance requirements, and accordingly the
reporting requirements like Corporate Governance Report, Business Responsibility Report
etc. are not applicable to the Company. However, the Company is in compliance to the
extent of applicable sections of Companies Act, 2013 with regard to Corporate Governance.
15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis report has been separately furnished as Annexure
- I in the Annual Report and forms a part of the Annual Report.
16. POLICIES AND DISCLOSURE REQUIREMENTS:
In terms of provisions of the Companies Act, 2013 the Company has adopted following
policies which are available on its website www.vasavitapes.com
• Familiarization Programme of ID
• Nomination and Remuneration Policy
• Vigil Mechanism Whistler Blower Policy
• Code of Conduct for BoD and SMT
• Code of Practice and procedure for UPSI
• Criteria or Policy for making payments to NED
• Policy on Materiality of Related Party Transactions
• Policy on Preservation and Archival of Documents
• Policy on prevention of Sexual Harrasement at workplace POSH
• Policy on Determination of Matriality
• Terms conditions of Appointment of Independent Directors
• Prohibition of Insider Trading Policy
17. COMPANYS POLICY RELATING TO APPOINTMENT, PAYMENT OF REMUNERATION TO DIRECTORS
AND DISCHARGE OF THEIR DUTIES:
Pursuant to the provision of Section 178 of the Companies Act, 2013 and at the
recommendation of Nomination and Remuneration Committee has devised Nomination and
Remuneration Policy relating to appointment of Key Managerial Personnel and Directors,
Directors qualifications, positive attributes, independence of Directors and their
remuneration and other related matters as provided under Section 178(3) of the Companies
Act, 2013.
18. STATEMENT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE
5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is provided in this Report as Annexure IV which
forms part of this Report.
19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OFTHE
COMPANIES ACT, 2013:
The details of loans, guarantees or investments covered under Section 186 of the
Companies Act, 2013 are given in the Note to the Financial Statements.
20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
All related party transactions that were entered during the financial year were on
arms length basis and were in the ordinary course of business. There are no significant
related party transactions made by the Company with Promoters, Directors, Key Managerial
Personnel or other designated persons which may have a potential conflict with the
interest of the Company at large. AOC - 2 of the same is attached herewith as Annexure
- III.
21. COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company has complied with Secretarial Standards issued by the Institute of Company
Secretaries of India while organizing the Board and Annual General Meetings.
22. MATERIAL CHANGES AND COMMITMENT:
Following material changes and commitments affecting the financial position of the
Company occurred during the year and between the end of the financial year to which these
financial statements relate and on the date of this report.
1. The Company was converted from Private to public limited and the name was changed to
"Srivasavi Adhesive Tapes Limited" vide Special Resolution passed by the
Shareholders at the Extra Ordinary General Meeting held on September 14, 2022.
2. Further the Company has filed necessary documents to Stock Exchange i.e. National
Stock Exchange of India Limited and got listed on NSE Emerge w.e.f. March 09, 2023.
23. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF
THE FINANCIAL YEAR:
There was no any application filed or any proceeding pending under Insolvency and
Bankruptcy Code, 2016 (31 Of 2016) during the year under review. Hence the same is not
applicable to Company.
24. 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 ALONG WITH THE REASONS THEREOF.
There was no any application filed or any proceeding pending under Insolvency and
Bankruptcy Code, 2016 (31 Of 2016) during the year under review. Hence the same is not
applicable to Company.
25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND
OUTGO:
(A) CONSERVATION OF ENERGY:
The Company has been continuously making efforts to reduce energy consumption. The
management is striving to achieve cost reduction by economical usage of energy.
(i) The steps taken or impact on conservation of energy:
The Company has been continuously making efforts to reduce energy consumption and the
management is striving to achieve cost reduction by economical usage of energy.
(ii) The steps taken by the company for utilising alternate source of energy:
As the Company needs only minimum level of energy, it has not looked in to an
alternative source of energy.
(iii) The capital investment on energy conservation equipment:
The Company has not made any capital investment as it is not required at this stage.
(B) TECHNOLOGY ABSORPTION:
The Company is not utilizing any alternate source of energy.
(C) FOREIGN EXCHANGE EARNINGS AND OUT GO:
During the period under review, the company 5820 Lakhs earn Income and outgo in the
foreign exchange.
26. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF
THE COMPANY:
Risk Management is the process of identification, assessment and prioritization of
risks followed by coordinated efforts to minimize, monitor and mitigate/control the
probability and/or impact of unfortunate events or to maximize the realization of
opportunities. The Company has laid down a comprehensive Risk Assessment and Minimization
Procedure which is reviewed by the Board from time to time. These procedures are reviewed
to ensure that executive management controls risk through means of a properly defined
framework. The major risks have been identified by the Company and its mitigation
process/measures have been formulated in the areas such as business, project execution,
event, financial, human, environment and statutory compliance.
27. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE
SOCIAL RESPONSIBILITY INITIATIVES:
The provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate
Social Responsibility Policy) Rules, 2014 are not applicable to the Company as on March
31, 2023. Hence, your Company is not required to adopt the CSR Policy or constitute CSR
Committee during the year under review.
28. DEPOSITS:
The Company has not accepted/renewed any deposits during the year under review.
29. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL:
The Board is duly constituted according to the provisions of the Company Act.
The Directors on the Board have submitted notice of interest under Section 184(1),
intimation under Section 164(2) of the Companies Act, 2013 and declaration as to
compliance with the Code of Conduct of the Company.
The present Directors of the Company are D N Anilkumara, Ashwini D A, Prajakta
Sangoram, Gopi D K, Giriraj Bhutra.
Further during the year under review, following changes regarding
appointment/reappointment has been done in Management of Company:
1. Resignation of Director (Due to Death) Nagaraj ashetty
2. Appointment of Rathnamma K N Executive Director,
3. Appointment of Praj akta Sangoram Non-Executive Independent Director,
4. Appointment of Prajakta Sangoram Non-Executive Independent Director,
5. Appointment of Gopi D K Non-Executive Independent Director,
6. Appointment of Giriraj Bhutra Non-Executive Independent Director,
7. Change in Designation as Managing Director D N Anilkumara
8. Change in Designation as Non- Executive Director Rathnamma K N
Details of all Directors/KMP which has been appointed/Change In Designation/ Resigned
has been mentioned below:
| S. No |
Name of Director/KMP |
Designation |
Promoter/Independent /KMP/Professional |
Date of Appointment/ Change in Designation/ Resignation |
Date of Event |
| 1. |
D N Anilkumara |
Managing Director |
Promoter |
Change in Designation |
September 29, 2022 |
| 2. |
Ashwini D A |
Executive Director and CFO |
Promoter |
Appointment |
March 19, 2010 |
| 3. |
Nagarajashetty |
Non Executive Director |
Professional |
Cessation (Due to Death) |
May 25, 2022 |
| 4. |
Rathnamma K N |
Executive Director |
Professional |
Appointment |
May 25, 2022 |
| „ 5. |
Rathnamma K N |
Non Executive "Director |
Professional |
Change in Designation |
September 29, 2022 |
| 6. |
Praj akta Sangoram |
Non executive Director |
Independent |
Appointment |
September 29,2022 |
| 7. |
Gopi D K |
Non executive Director |
Independent |
Appointment |
September 29,2022 |
| 8. |
Giriraj Bhutra |
Non executive Director |
Independent |
Appointment |
September 29,2022 |
30. AUDITORS:
A. STATUTORY AUDITORS AND THEIR REPORT:
As per the provisions of Section 139 & 142 of the Act read with the Companies
(Audit and Auditors) Rules, 2014, the members of the Company had appointed M/s. Doshi
Doshi & Co., Chartered Accountants (Firm Registration No. 153683W) as the Statutory
Auditor due to casual vacancy caused by the resignation of M/s C S M R & Associates,
Chartered Accountants, (Firm Registration No. 010106S), for the current Financial Year
2022-23 w.e.f. 26th April, 2023 to hold office till the conclusion of Annual
General Meeting to be held in the calendar year 2023.
Accordingly, as per recommendation of Audit Committee, the Board of Directors in their
meeting held on 11th August, 2023 has appointed M/s. Doshi Doshi & Co.,
Chartered Accountants (Firm Registration No. 153683W) as Statutory Auditor of Company for
the period of 5 years i.e., from F.Y. 2023-24 to 2027-28 subject to approval of
Shareholders in the Annual General Meeting of Company.
There is no qualifications, reservations or adverse remarks made by the M/s. Doshi
Doshi & Co, Statutory Auditor of Company in their Audit Report for the year under
review.
B. INTERNAL AUDITOR:
During the year under review, Mr. Venugopal had been appointment as Internal Auditor of
the Company for F.Y. 2022-23.
C. SECRETARIAL AUDITOR AND THEIR REPORT:
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed
M/s. Dilip Swarnkar & Associates, Practicing Company Secretary, as Secretarial
Auditors of the Company for the year under review. The Secretarial Audit is limited to the
extent of applicability since Company has been listed on NSE SME platform w.e.f. 09th
March, 2023. The Secretarial Audit report received from the Secretarial Auditors is
annexed to this report marked as Annexure II and forms part of this report.
31. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Board has laid down standards, processes and procedures for implementing the
internal financial controls across the organization. After considering the framework of
existing internal financial controls and compliance systems; work performed by the
Statutory Auditors and External Consultants; reviews performed by the Management and
relevant Board Committees including the Audit Committee, the Board is of the opinion that
the Companys internal financial controls with reference to the financial statements were
adequate and effective during the financial year 2022-23.
32. INTERNAL CONTROL SYSTEMS:
Adequate internal control systems commensurate with the nature of the Companys
business and size and complexity of its operations are in place and have been operating
satisfactorily. Internal control systems comprising of policies and procedures are
designed to ensure reliability of financial reporting, timely feedback on achievement of
operational and strategic goals, compliance with policies, procedure, applicable laws and
regulations and that all assets and resources are acquired economically, used efficiently
and adequately protected.
33. COST AUDITOR:
As per provision of section 148(3) of Companies Act, 2013 and rule 6(2) of Companies
(Cost records and audit) Rules, 2014, the Company is not required to appoint a cost
auditor to audit the cost records of the Company.
34. EXPLANATION OF BOARD OF DIRECTORS ON AUDITORS REPORTS:
A. Auditors Report
There are no qualifications or reservation or adverse remarks made by the Auditors in
their report for the year under review.
Hence there is no Explanation required for the same.
35. REPORTING OF FRAUDS BY AUDITORS
During the year under review, the Statutory Auditors have not reported any instances of
frauds committed in the Company by its Officers or Employees under Section 143(12) of the
Companies Act, 2013
36. GENERAL:
Your directors state that no disclosure or reporting is required in respect of the
following items as there were no transaction on these items during the year under review.
1. Details relating to Deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend, voting or otherwise.
3. Issue of equity shares (including sweat equity shares) and ESOS to employees of the
Company under any scheme.
4. No significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and Companys operations in future.
5. There were no instance of non-exercising of voting rights in respect of shares
purchased directly by the employees under a scheme pursuant to section 67(3) of the Act
read with Rule 16(4) of Companies (Share Capital and Debenture) Rules, 2014 and hence no
information has been furnished.
37. ACKNOWLEDGEMENTS:
Your directors would like to express their sincere appreciation of the co-operation and
assistance received from Shareholders, Bankers, regulatory bodies and other business
constituents during the year under review.
Your directors also wish to place on record their deep sense of appreciation for the
commitment displayed by all executives, officers, and staff, resulting in successful
performance of the Company during the year. Your directors look forward to the continued
support of all stakeholders in the future.
For and on behalf of the Board of Srivasavi Adhesive Tapes Limited
| Sd/- |
Sd/- |
| D N Anilkumara |
Ashwini D A |
| Chairman and Managing Director |
Executive Director |
| DIN-02779362 |
DIN - 02779449 |
Place: Bangalore
Date: August 11, 2023
+91-9892691696
