Accord Transformer & Switchgear Ltd Directors Report

To,

The Members,

Accord Transformer & Switchgear Private Limited

The Directors have pleasure in presenting their Annual Report on the business and operations of the company and Audited Accounts for the Financial Year ended March 31,2024.

The financial performance of your company:

Particulars	2023-24	2022-23
Income
Revenue from operations	50,40,31.312	40,86,85,251
Other income	10,23,627	6,80,839
Total Income	50,50,54,939	40,93,66,090
Expenses
Cost of Material Consumed	42,71,59,023	34,83,46,613
Purchase of stock-in-trade	-	-
Change in inventories of Finished goods, work in progress and Stock-in-Trade	(1,50,52,354)	10,09,266
Employee benefits expenses	2,71,24,520	1,65,68,791
Financial Costs	74,77,433	34,57,747
Depreciation and amortization Expenses	16,28,343	13,44,792
Other Expenses	3,46,81,602	2,58,23,170
Total expenses	48,30,18,567	39,65,50,379
Net Profit/(Loss) before tax exceptional items	2,20,36,373	1,28,15,712
Exceptional Items	-	1,39,972
Profit before Tax	2,20,36,373	1,26,82,740
Tax Expenses
Current Tax	57,06,691	34,48,423
Deferred Tax	1,57,474	06,477
Excess Provisions of Income Tax of earlier Years	-	64,890
Net Profit after tax	1,61,72,208	90,82,950

The Total Income from operations of your Company for the Financial Year ended March 31, 2024 is Rs. 50,50,54,939 as compared to Rs. 40,93,66,090 in the previous Financial Year ended March 31, 2023. During the Financial Year 2023-24, the Company earned net Profit of Rs. 1,61,72,208 as against Rs. 90,82,950 during previous year.

Keeping in view the future growth of the Company, your directors do not recommend any dividend for the Financial Year 2023-24.

There were no significant changes in the nature of the business of the Company during the period under review.

For the period ended March 31, 2024, the Company has no transferred any amount to Reserves.

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings respectively have been duly followed by the Company.

During the year under review, there is no change in the authorized capital. The paid up capital Share Capital of the Company is Rs. 25,00,000 consisting of 2,50,000 equity shares having face value of Rs. 10/- each.

The Company has not issued debentures, bonds or other convertible and non - convertible securities, not issued equity shares with Differential Rights , Sweat Equity Shares, Bonus Shares, warrants and has not granted Employee Stock Options to its employees.

There is no change in the constitution of Board of Company during the period under review.

The provisions of Section 203 of the Companies Act, 2013 pertaining to appointment of Key Managerial Personnel are not applicable to the Company.

The Following are the Directors of the Company at the end of the Financial Year ended March 31, 2024.

SI. No. Name of Director	DIN
1 Mr. Pradeep Kumar Verma	05113022
2 Mrs. Shalini Singh	07036391

During the Financial Year 2023-24, Six (06) meetings of Board of Directors of the Company were held as under:

Date of Board Meeting	Directors present in the Board Meeting
05-04-2023	2
30-06-2023	2
05-09-2023	2
15-12-2023	2
04-01-2024	2
20-03-2024	2

The maximum interval between any two Board Meetings did not exceed 120 (One hundred and Twenty) Days. The details of attendance of each Director at Board Meetings are as follows:

SI. No. Name of Director	Board Meetings
	No. of Meetings held	No. of Meetings attended
1 Mr. Pradeep Kumar Verma	06	06
2 Mrs. Shalini Singh	06	06

The Company does not have any Holding, Subsidiary, Joint Venture or Associate Company.

Pursuant to the provisions of Section 139, of Companies Act, 2013 M/s P.K. Lakhani & Co., Chartered Accountants, (Firm Registration No.: 007814N) were proposed to be re - appointed as the Statutory Auditors of the company at the ensuing Annual General Meeting held in the financial year 2023-24 to hold the office of Auditors until the conclusion of the Annual General Meeting to be held for the financial year 2028-2029 for a period of five years at such remuneration as decided by the board and the auditors.

Your Company does not fall in any of the provisions of section 177(9) & (10) of Companies Act, 2013. Hence requirement of establishing a vigil mechanism i.e. whistle blower policy is not applicable on the company.

No qualification, reservation or adverse remark or disclaimer made by the auditor in his report.

The Directors state that the overall turnover of the company does not exceed the limit prescribed for maintenance of Cost Records as specified by the Central Government under Section 148(1) of the Companies Act, 2013, accordingly such accounts and records are not made and maintained by the Company.

Pursuant to provisions of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, (‘Rules), the dividend which remains unclaimed or unpaid for a period of seven years from the date of transfer to the Unpaid Dividend Account of the Company and shares on which dividend are unclaimed or unpaid for a consecutive period of seven years or more are liable to be transferred to IEPF. This clause is not applicable.

The Board of Directors facilitates the execution of Risk Management Practices in the Company, in the areas of risk identification, assessment, monitoring, mitigation and reporting. At present, the Company has not identified any element of risk which may threaten the existence of the Company.

There are no significant and material orders passed by the Regulators/ Courts/ Tribunals impacting the going concern status and companys operations in future.

The Board has adopted the procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting record, and the timely preparation of reliable financial disclosures.

The Statutory Auditors have not reported any incident of fraud to the Board of Directors of the Company.

The status of the Company being a Private Limited Company and not having material profit/turnover/Banks borrowings, the provision related to

(a) Statement on declaration given by Independent Directors (Section 149);

(b) Formation of Audit Committee (Section 177);

(c) Formation of Nomination and Remuneration Committee (Section 178);

(d) Undertaking formal Annual Evaluation of Board and that of its committees and the individual Directors; and

(e) Undertaking Secretarial Audit (Section 204).

are not applicable to the Company and hence no comment is invited in this regard.

There were no material changes and commitments affecting the financial position of the Company between the end of period to which this financial statements relate and the date of this Report.

During the period under review, the Company not issued any shares carrying differential rights, Sweat Equity Shares.

The Company has not accepted any deposit during the year under review which fall under Chapter V of the Companies Act, 2013 read the Companies (Acceptance of Deposits) Rules, 2014.

The Company has not entered into any transactions that covered under the provision of section 186 of the Companies Act, 2013.

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto shall be disclosed in Form No. AOC-2 as Annexure-A.

During the period under review, the Company has not accepted any loan from directors of the Company

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As per the requirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act, 2013 ("Prevention of Sexual Harassment Act") the Company has formulated a Policy on Prevention of Sexual Harassment at Workplace for prevention prohibition and redressal of sexual harassment at workplace and an Internal Complaints Committee has also been set up to redress any such complaints received.

The Company is committed to providing a safe and conducive work environment to all of its employees and associates.

The Company periodically conducts sessions for employees across the organization to build awareness about the Policy and the provisions of Prevention of Sexual Harassment Act.

During the Financial Year 2023-24, no case was filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the Financial Year 2023-24, the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules, 2014 were not applicable to the Company.

During the year under consideration, your Company has formed committees in regard to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

This committee meets as and when considered necessary.

The details of conservation of energy, technology absorption, foreign exchange earning and outgo are as follows:

Conservation of energy:

No information is required to be provided under this segment.

Technology absorption:

No information is required to be provided under this segment.

Foreign exchange earning and outgo:

There is no foreign exchange earnings and outgo during the year.

Neither any application was made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.

As Company has not done any one time settlement during the year under review hence no disclosure is required.

To the best of their knowledge and belief and according to the information and explanations obtained by them, your directors make the following statements in terms of section 134(3)(c) of the Companies Act, 2013:

(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 and loss 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 devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Your directors wish to take this opportunity to express their sincere thanks to all the investors, shareholders and stakeholders for the faith and confidence they have reposed in the Company. The directors also wish to place on record their deep appreciation for the employees for the hard work, commitment and dedication shown throughout the period.