Dear Shareholders,
Your Directors here by present the 38th Annual Report together with the Audited
statements of Accounts for the financial year ended on 31st March 2023.
OPERATIONS REVIEW:
During the year under review due to sluggish market condition and faces huge set back.
So company did not generate any revenue from operation but due to some fixed expenses
posted net loss of Rs. 11,89,186/-.
BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR/STATE OF THE COMPANYS
AFFAIR:
The Company does not have any significant business activity and not carried out any
business during the year under review.
DIVIDEND:
Considering the loss incurred in the current financial year and accumulated losses,
your Directors have not recommended any dividend for financial year under review.
TRANSFER TO RESERVES:
The Company has not transferred any amount to Reserves for the period under review.
SHARE CAPITAL:
The issued, subscribed and paid up capital of the Company is Rs. 66069000/- divided
into 66069000 equity shares of Rs 1/- each. There has been no change in the share capital
of the Company during the year.
DISCLOSURE UNDER SECTION 67 (3) (c) OF THE COMPANIES ACT, 2013:
No disclosure is required under section 67 (3) (c) of the Companies Act, 2013 read with
Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014, in respect of
voting rights not exercised directly by the employees of the Company as the provisions of
the said section are not applicable.
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:
The Company does not have any subsidiary, associate companies & joint ventures.
DEPOSIT:
Your Company has not accepted any deposits within the meaning of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Details of Loans, Guarantee or Investments made by your Company under Section 186 of
the Companies Act, 2013 during the financial year 2022-23 is enclosed as an Annexure to
this Boards Report. During the year under review, the company has not provided any
security falling within in purview of Section 186.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were on
arms length basis and were in the ordinary course of the business. There are no
materially significant related party transactions made by the company with Promoters, Key
Managerial Personnel or other designated persons which may have potential conflict with
interest of the company at large.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE
COMPANY:
No material changes and commitments affecting the financial position of the company
have occurred between the end of financial year to which the financial statements relate
and the date of the Directors Report.
SIGNIFICANT ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING
CONCERN
AND COMPANYS OPERATIONS:
To the best of our knowledge, the company has not received any such orders passed by
the regulators, courts or tribunals during the year, which may impact the going concern
status or companys operations in future.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
As per the provisions of Section 152(6) of the Companies Act, 2013, Mr. Dineshkumar
Rathod (DIN:09406871) shall retire by rotation at the ensuing Annual General Meeting and
being eligible, has offered himself for reappointment as the Director of the Company.
As per the provisions of Section 203 of the Companies Act, 2013, Mr. Dineshkumar
Rathod, Chief Financial Officer and Ms. Minal Lakhlani, Company Secretary are the key
managerial personnel of the Company.
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each Independent Director under
Section 149 (7) of the Companies Act, 2013, that they meet the criteria of independence
laid down in Section 149(6) of the Companies Act, 2013.
COMPOSITION OF THE BOARD:
The Company has an optimum mix of Non-Executive and Independent Directors including
Woman Director. All the members of the Board are competent and are persons of repute with
strength of character, professional eminence, having the expertise in their respective
disciplines to deal with the management functions of the company. The composition of the
Board of Directors as on date of this report:
| Sr. |
Name of Director |
Executive/ |
No. of Directorships Held in |
#Committee(s) position |
| No. |
|
Non Executive/ |
Public Limited Companies |
(Including the Company) |
|
|
Independent |
(Including the Company) |
|
|
|
|
|
|
Member |
Chairman |
| 1 |
DINESHKUMAR |
Whole-time Director |
4 |
6 |
1 |
|
RATHOD |
|
|
|
|
| 2 |
NIRAJ VAGHELA |
Non-Executive Independent |
4 |
8 |
2 |
| 3 |
MANISHA PATEL |
Non-Executive Independent |
4 |
8 |
4 |
# Only Audit Committee and Stakeholders Relationship Committee has been considered as
per Regulation 26 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 ("Listing Regulations")
Name of other listed entities where Directors of the company are Directors and the
category of Directorship:
| Sr. |
Name of Director |
Name of listed entities in which the |
Category of directorship |
| No. |
|
concerned Director is a Director |
|
| 1 |
DINESHKUMAR RATHOD |
AMRAWORLD AGRICO LIMITED |
Independent Director |
|
|
INTERFACE FINANCIAL SERVICES LTD |
Non-Executive Director |
|
|
SUNCARE TRADERS LIMITED |
Independent Director |
| 2 |
NIRAJ VAGHELA |
AMRAWORLD AGRICO LIMITED |
Non-Executive Director |
|
|
BIOGEN PHARMACHEM INDUSTRIES LIMITED |
Whole-time Director & CFO |
|
|
SEVEN HILL INDUSTRIES LIMITED |
Independent Director |
| 3 |
MANISHA PATEL |
AMRAWORLD AGRICO LIMITED |
Independent Director |
|
|
JOHNSON PHARMACARE LIMITED |
Independent Director |
|
|
LUCENT INDUSTRIES LIMITED |
Non-Executive Director |
MEETING OF INDEPENDENT DIRECTORS:
The Companys Independent Directors met on 25th January 2023 without the
presence of the Executive Director and the Senior Management team. The meeting was
attended by majority of Independent Directors and was conducted to enable the Independent
Director to discuss matters prescribed under Schedule IV to the Act and Regulation 25(3)
of the SEBI (LODR) Regulation, 2015.
MEETINGS:
Minimum four pre-scheduled Board meetings are held annually. In case of business
exigencies or urgency of matters, resolutions are passed by circulation. During the year 5
(Five) Board meetings were held. The dates of the Board Meetings were 28.05.2022,
22.07.2022, 08.08.2022, 12.11.2022 and 25.01.2023.
ATTENDANCE RECORD OF DIRECTORS ATTENDING THE BOARD MEETINGS AND ANNUAL GENERAL
MEETINGS:
| Name of the Director |
Category |
No. of Board Meetings |
Last AGM |
|
|
Attended |
Attendance |
|
|
Held during |
Attended |
|
|
|
the tenure |
|
|
| MANISHA PATEL |
Independent Director |
5 |
5 |
Yes |
| DINESHKUMAR RATHOD |
Whole-time Director & Chief Financial Officer |
5 |
5 |
Yes |
| NIRAJ VAGHELA |
Independent Director |
4 |
4 |
Yes |
None of the Directors hold Directorships in more than 20 companies. Further, any
individual directors directorships in public companies do not exceed 10. None of the
Directors is serving as a member of more than ten committees or as the Chairman of more
than five committees across all the public companies of which he is a Director.
AUDIT COMMITTEE:
The Audit Committee of the company reconstituted and presently comprises of three
Directors being Mr. Dineshkumar Rathod, Mr. Niraj Vaghela and Ms. Manisha Patel.
Terms of Reference:
Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) (Amendment)
Regulations, 2018, the Company has revised the terms of reference of the Committee. The
terms of reference are: (1) oversight of the companys financial reporting process and the
disclosure of its financial information to ensure that the financial statement is correct,
sufficient and credible; (2) recommendation for appointment, remuneration and terms of
appointment of auditors of the company; (3) approval of payment to statutory auditors for
any other services rendered by the statutory auditors; (4) reviewing, with the management,
the annual financial statements and auditors report thereon before submission to the
board for approval, with particular reference to: (a) matters required to be included in
the directors responsibility statement to be included in the Boards report in terms of
clause (c) of sub-section (3) of Section 134 of the Act; (b) changes, if any, in
accounting policies and practices and reasons for the same; (c) major accounting entries
involving estimates based on the exercise of judgment by management; (d) significant
adjustments made in the financial statements arising out of audit findings; (e) compliance
with listing and other legal requirements relating to financial statements; (f) disclosure
of any related party transactions; (g) modified opinion / Qualification in the draft audit
report. (5) reviewing, with the management, the quarterly financial statements before
submission to the board for approval; (6) reviewing, with the management, the statement of
uses / application of funds raised through an issue (public issue, rights issue,
preferential issue, etc.), the statement of funds utilized for purposes other than those
stated in the offer document / prospectus / notice and the report submitted by the
monitoring agency monitoring the utilisation of proceeds of a public issue or rights issue
or preferential issue or qualified institutions placement and making appropriate
recommendations to the board to take up steps in this matter; (7) reviewing and monitoring
the auditors independence, performance and effectiveness of audit process; (8)
Formulating a policy on related party transactions, which shall include materiality of
related party transactions; (9) approval or any subsequent modification of transactions of
the listed entity with related parties; (10) scrutiny of inter-corporate loans and
investments; (11) valuation of undertakings or assets of the company, wherever it is
necessary; (12) evaluation of internal financial controls and risk management systems;
(13) reviewing, with the management, performance of statutory and internal auditors,
adequacy of the internal control systems; (14) reviewing the adequacy of internal audit
function, if any, including the structure of the internal audit department, staffing and
seniority of the official heading the department, reporting structure coverage and
frequency of internal audit; (15) discussion with internal auditors of any significant
findings and follow up there on; (16) reviewing the findings of any internal
investigations by the internal auditors into matters where there is suspected fraud or
irregularity or a failure of internal control systems of a material nature and reporting
the matter to the board; (17) discussion with statutory auditors before the audit
commences, about the nature and scope of audit as well as post-audit discussion to
ascertain any area of concern; (18) to look into the reasons for substantial defaults in
the payment to the depositors, debenture holders, shareholders (in case of non-payment of
declared dividends) and creditors; (19) to review the functioning of the whistle blower
mechanism; (20) approval of appointment of Chief Financial Officer (i.e. the whole time
Finance Director or any other person heading the finance function or discharging that
function) after assessing the qualifications, experience and background, etc. of the
candidate;
(21) reviewing the utilization of loans and/or advances from/investment by the holding
company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the
subsidiary, whichever is lower including existing loans / advances / investments existing
as on the date of coming into force of this provision; (22) to review the compliance with
the provisions of Regulation 9A of Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015 at least once in a financial year and to verify that
the systems for internal control are adequate and are operating effectively; (23) To
consider and comment on rationale, cost-benefits and impact of schemes involving merger,
demerger, amalgamation etc., on the listed entity and its shareholders; (24) to carry out
any other function as is mentioned in the terms of reference of the Audit Committee.
Audit Committee shall mandatorily review the following information:
(1) management discussion and analysis of financial condition and results of
operations; (2) management letters / letters of internal control weaknesses issued by the
statutory auditors; (3) internal audit reports relating to internal control weaknesses;
and
(4) the appointment, removal and terms of remuneration of the Chief Internal Auditor
shall be subject to review by the audit committee; (5) statement of deviations: (a)
quarterly statement of deviation(s) including report of monitoring agency, if applicable,
submitted to stock exchange(s) in terms of Regulation 32(1) of the SEBI Listing
Regulations; (b) annual statement of funds utilized for purposes other than those stated
in the offer document/prospectus/notice in terms of Regulation 32(7) of the SEBI Listing
Regulations.
In addition to the above, the Audit Committee discharges all such other duties and
functions generally indicated under the SEBI Listing Regulations, the Companies Act, 2013
and the Rules made thereunder.
Attendance at the Audit Committee Meetings: During the year the Audit Committee met
4 times on 28.05.2022, 08.08.2022, 12.11.2022 and 25.01.2023 attendance of the members as
under:
| Name |
No. of Meeting attended |
|
Held during the tenure |
Attended |
| MANISHA PATEL |
4 |
4 |
| DINESHKUMAR RATHOD |
4 |
4 |
| NIRAJ VAGHELA |
3 |
3 |
NOMINATION AND REMUNERATION COMMITTEE:
Nomination and Remuneration Committee has been constituted as per the provisions of
Section 178(1) of the Companies Act, 2013 to review and to recommend the remuneration
payable to the Executive Directors and Senior Management of the Company based on their
performance and defined assessment criteria.
Nomination and Remuneration Committee of the Company reconstituted and presently
comprises of three Directors being Mr. Dineshkumar Rathod, Mr. Niraj Vaghela and Ms.
Manisha Patel.
The terms of reference of the Committee:
Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) (Amendment)
Regulations, 2018, the Company has revised the terms of reference of the Committee. The
revised terms of reference are: (1) formulation of the criteria for determining
qualifications, positive attributes and independence of a director and recommend to the
board of directors a policy relating to, the remuneration of the directors, key managerial
personnel and other employees; (1A) For every appointment of an independent director, the
Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and
experience on the Board and on the basis of such evaluation, prepare a description of the
role and capabilities required of an independent director. The person recommended to the
Board for appointment as an independent director shall have the capabilities identified in
such description. For the purpose of identifying suitable candidates, the Committee may:
a. use the services of an external agencies, if required; b. consider candidates from a
wide range of backgrounds, having due regard to diversity; and c. consider the time
commitments of the candidates (2) formulation of criteria for evaluation of performance of
independent directors and the board of directors; (3) devising a policy on diversity of
board of directors; (4) identifying persons who are qualified to become directors and who
may be appointed in senior management in accordance with the criteria laid down and
recommend to the board of directors their appointment and removal;
(5) whether to extend or continue the term of appointment of the independent director,
on the basis of the report of performance evaluation of independent directors; (6)
recommend to the board, all remuneration, in whatever form, payable to senior management;
(7) to administer and supervise Employee Stock Options Schemes (ESOS) including framing of
policies related to ESOS and reviewing grant of ESOS; (8) To review HR Policies and
Initiatives; (9) Carrying out any other function as is mentioned in the terms of reference
of the Nomination and Remuneration Committee.
In addition to the above, Nomination and Remuneration Committee discharges such duties
and functions generally indicated under the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, Companies Act, 2013
and Rules made thereunder.
Composition of Nomination and Remuneration Committee, number of Meetings held and
participation at the Meetings during the year: During the year the Audit Committee met
1 time on 22.07.2022 and all committee members present at the meeting.
Nomination and Remuneration Policy:
The Committee is in process of formulating Nomination and Remuneration Policy which
determines criteria inter-alia qualification, positive attributes and independence of
Directors for their appointment on the Board of the Company and payment of remuneration to
Directors, Key Managerial Personnel and other Employees. The Committee shall consider the
following attributes / criteria, whilst recommending to the Board the candidature for
appointment as Director.
- Qualification, expertise and experience of the Directors in their respective fields;
- Personal, Professional or business standing; - Diversity of the Board
In case of re-appointment of Non-Executive Directors, the Board shall take into
consideration the performance evaluation of the Director and his engagement level.
REMUNERATION OF THE DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)/ EMPLOYEES:
No Directors/ Key Managerial Personnel are drawing any remuneration. Hence, the
information required pursuant to Section 197 read with Rule 5 (1) (i) of The Companies
(Appointment and Remuneration) Rules, 2014 in respect of ratio of remuneration of each
director to the median remuneration of the employees of the Company for the Financial year
is not given.
STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Board of Directors of the Company has set up Stakeholders Relationship Committee
in order to align it with the provisions of Section 178 of the Companies Act, 2013. The
Committee has been constituted to strengthen the investor relations and to inter-alia,
look into issues relating to shareholders grievances pertaining to transfer of shares,
non- receipt of declared dividends, non-receipt of Annual Report, issues concerning
de-materialization etc.
This committee reconstituted and presently comprises of three Directors being Mr.
Dineshkumar Rathod, Mr. Niraj Vaghela and Ms. Manisha Patel. One committee meeting held on
25.01.2023 and present all respective member of committee.
Terms of reference of the Committee:
Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) (Amendment)
Regulations, 2018, the Company has revised the terms of reference of the Committee. The
revised terms of reference are:
(1) resolving the grievances of the security holders of the company including
complaints related to transfer/transmission of shares, nonreceipt of annual report,
non-receipt of declared dividends, issue of new/duplicate certificates, dematerialization
/ rematerialization of Shares and debentures, general meetings etc; (2) review of measures
taken for effective exercise of voting rights by shareholders; (3) review of adherence to
the service standards adopted by the company in respect of various services being rendered
by the Registrar and Share Transfer Agent; (4) review of the various measures and
initiatives taken by the company for reducing the quantum of unclaimed dividends and
ensuring timely receipt of dividend warrants/annual reports/statutory notices by the
shareholders of the company;
(5) to look into the reasons for any defaults in the payment to the Depositors,
Debenture holders, Shareholders (in case of non-payment of declared dividends) and
Creditors; (6) carrying out any other function as is mentioned in the terms of reference
of the Stakeholders
Relationship committee.
Details of Complaints / Queries received and redressed during 1st April, 2022 to 31st
March, 2023:
| Number of shareholders complaints pending at the beginning of the year |
Number of shareholders complaints received during the year |
Number of shareholders complaints redressed during the year |
Number of shareholders complaints pending at the end of the year |
| Nil |
Nil |
NA |
Nil |
BOARD EVALUATION:
Pursuant to the provisions of the Schedule IV, clause VIII of the Companies Act, 2013
the Board has carried out an evaluation of its own performance, the directors individually
as well as the evaluation of the working of its Audit, Appointment & Remuneration
Committees. The performance evaluations of Independent Directors were also carried out and
the same was noted. Independent Directors in their meeting decided to bring more
transparency in their performance and bring more responsibility while taking any policy
decisions for the benefit of the shareholders in general.
AUDITORS AND AUDITORS REPORT:
M/s. Bipin & Co., Chartered Accountants, Vadodara (FRN 101509W), Statutory Auditors
of the Company to hold office from the conclusion this AGM until the conclusion of the
next AGM.
The observations made by the Auditors in their Auditors Report and the Notes on
Accounts referred to in the Auditors Report are self-explanatory and do not call for any
further comments.
COST AUDITOR AND COST AUDIT REPORT:
Cost Audit is not applicable to your Company.
INTERNAL CONTROL SYSTEMS:
As there is no significant business activities hence there was no systems set up for
Internal Controls.
EXTRACT OF ANNUAL RETURN:
Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act 2013, the
Annual Return as on 31st March 2023 is available on the website of the Company at www.amradeepindustries.quest
MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis forms part of the Annual Report to the shareholders
and it includes discussion on matters as required forming part of this report is annexed
herewith.
SECRETARIAL AUDIT AND SECRETARIAL AUDITORS REPORT:
Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has
appointed M/s. K. H. & Associates, Company Secretaries in practice to undertake the
Secretarial Audit of the Company. The Secretarial Audit report in the prescribed Form No
MR-3 is annexed herewith.
CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS:
Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 a certificate obtain from
Practicing Company Secretary that none of the Directors on the Board of the Company for
the Financial Year ended on 31st March, 2023 has been debarred or disqualified from being
appointed or continuing as Directors of companies by the Securities and Exchange Board of
India, the Ministry of Corporate Affairs, or any such other Statutory Authority.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The Company has not developed and implemented any Corporate Social Responsibility
initiative under the provisions of Section 135 of the Companies Act, 2013, read with Rule
9 of Companies (Corporate Social Responsibility Policy) Rules, 2014, as the said
provisions are not applicable.
QUALIFICATION IN SECRETARIAL AUDIT REPORT AND EXPLANATIONS BY THE BOARD:
| Sr. No. |
Qualifications made by Secretarial Auditor |
Explanations by the Board |
| a) |
The Company has decided not to opt for Corporate Governance Report in
compliance with Regulation 34 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 for the time being. |
The paid up capital and net worth is below the prescribed limit for mandatory
applicability of Corporate Governance Report so the Company has decided not to opt for the
time being. |
| b) |
The company has not complied with certain regulation of SEBI (LODR)
Regulations, 2015 as regards publication of Notice of Board Meeting, Notice of AGM,
quarterly results. |
The company will take necessary steps to comply with the same. |
| c) |
As per section 138 of the Companies Act, 2013, the Company is
required to appoint Internal Auditor. The Company has not appointed Internal Auditor. |
The size of operation of the Company is very small, it is not viable to appoint
Internal Auditor but the Company has established the internal control system. |
PARTICULARS OF EMPLOYEES:
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is
not required to be given as there were no employees coming within the purview of this
section.
CORPORATE GOVERNANCE REPORT:
Pursuance of Regulation 15 (2) of the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015, the compliance with the corporate governance provisions
shall not applicable in respect of:
a. the listed entity having paid up equity share capital not exceeding rupees ten crore
and net worth not exceeding rupees twenty five crore, as on the last day of the previous
financial year; b. the listed entity which has listed its specified securities on the SME
Exchange.
Accordingly the paid up capital and net worth is below the prescribed limit for
mandatory applicability of Corporate Governance clause. The Company has decided not to opt
for compliance of Regulation 27 (2) of SEBI (LODR) Regulation, 2015 for the time being.
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The details of conservation of energy, technology absorption etc. as required to be
given under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The
Companies (Accounts) Rules, 2014, are not applicable to Company, as our Company has not
carried out in the manufacturing activities. The foreign exchange earnings on account of
the operation of the Company during the year was Rs. Nil.
DIRECTORS RESPONSIBILITY STATEMENT:
The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of
Section 134 of the Companies Act, 2013, shall state that:
a) In the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation by way of notes to accounts relating to
material departures;
b) the Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that were reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year and of
the profit or loss of the Company for that period;
c) the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the company and for preventing and detecting fraud and other
irregularities;
e) Directors have prepared the accounts on a "going concern basis".
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.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013: The Company has zero tolerance for sexual harassment at
workplace and has adopted a policy against sexual harassment in line with the provisions
of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 and the rules framed thereunder. The Company has not received any sexual harassment
related complaints during the year.
DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS
PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:
Pursuant to Section 197(12) of the Companies Act, 2013 and Rule 5 of Companies
(Appointment & Remuneration) Rules, 2014, every Listed Company mandates to disclose in
the Boards Report the ratio of the remuneration of each director to the permanent
employees remuneration. However, since there is no permanent employee in the Company, no
disclosure under the said provision has been furnished.
BUSINESS RISK MANAGEMENT:
Since the Company does not have any significant business activities, hence the Business
Risk is at the Minimal Level. Hence, no major risk factors are envisaged except for: a.
Government Policies b. Human Resource Risk
VIGIL MECHANISM:
As the Company does not have any significant business activity, there was no need to
have a Vigil Mechanism Policy.
GENERAL:
The Board of Directors state that no disclosure or reporting is required in respect of
the following matters as there were no transactions or applicability pertaining to these
matters during the year under review: i) Fraud reported by the Auditors to the Audit
Committee or the Board of Directors of the Company. ii) Payment of remuneration or
commission from any of its subsidiary companies to the Managing Director/ Whole Time
Director of the Company. iii) Voting rights which are not directly exercised by the
employees in respect of shares for the subscription/ purchase of which loan was given by
the Company (as there is no scheme pursuant to which such persons can beneficially hold
shares as envisaged under section 67(3)(c) of the Companies Act, 2013). iv) Details of any
application filed for corporate insolvency under Corporate Insolvency Resolution Process
under the Insolvency and Bankruptcy Code, 2016. v) One time settlement of loan obtained
from the banks or financial institutions.
ACKNOWLEDGEMENT:
Your Directors would like to express their sincere appreciation for the assistance and
co-operation received from the Banks, Government Authorities, Customers, and Shareholders
during the year. Your directors also wish to take on record their deep sense of
appreciation for the committed services of the employees at all levels, which has made our
Company successful in the business.
For and on Behalf of the Board For, AMERISE BIOSCIENCES LIMITED
| Place: Ahmedabad |
|
|
| Date: 08.08.2023 |
|
|
|
MANISHA PATEL |
DINESHKUMAR RATHOD |
|
Director |
Wholetime Director |
|
DIN: 08482812 |
DIN: 09406871 |
+91-9892691696
