to the Members
Your Directors have pleasure in presenting the Twelfth Annual Report on the business and operations of the Company together with the Audited Accounts of the Company for the financial year ended 31st March, 2022.
The Company’s financial performance for the year ended 31st March, 2022 is summarized below:-
|Particulars||Year ended||Year ended|
|31st March 2022||31st March 2021|
|Profit Before Tax||3,54,513.22||11,11,200.43|
|Less : Current Tax||7,21,290.00||3,22,110.00|
|Less- Short provision for earlier years||0||0|
|Less: Deferred Tax||(86,933.00)||(8,866.00)|
|Profit After Tax||(2,79,843.78)||7,97,956.43|
STATE OF COMPANY’S AFFAIRS
We are pleased to inform that the listing of securities of the company on the SME platform of Bombay Stock Exchange will be completing 7 years on 14th of July, 2022. The listing of the company on a national platform has provided it with enormous opportunities for the expansion of the business.
The Company is prominently engaged in trading and distribution activities of different products. The operating environment this year continued to remain volatile and challenging. India witnessed a devastating second wave of Covid-19 during the June quarter with a significant humanitarian and economic impact. The laater half of the year witnessed a marked moderation market growth with volumes being impacted due to high inflation. As we gradually emerged from the challenge of the pandemic, the consumption of hygiene products moderated.
The lockdown imposed due to COVID-19 pandemic had a negative impact on the business of the Company. In compliance with the directions issued by Central Government/State Government/ Municipal Corporations with a view to prevent and contain the spread of COVID-19, the Company had temporarily shut down its office to ensure the safety and well-being of all its employees, customers and other stakeholders. The company starts its office operations after the demand for our products rised in the market and the CoVid-19 situation is was controlled. The Company is taking all necessary steps to reduce wastages and make cost efficient and will surely be able to achieve its target
The gross revenue from operations of the Company for the year ended 31st March, 2022 Rs. 1,65,90,100.61 as compared to Rs. 1,23,21,045.78 in previous year ended 31st March, 2021. The Company made all its e orts for increasing the revenue and rationalisation of cost and as a result of the same during the nancial year 2021-2022 the profit before tax is Rs. 3,54,513.22 which was Rs. 11,11,200.43 during the nancial year 2020-2021. Detailed information about the operations of the Company is incorporated in the Management Discussion and Analysis Report. The company has paid listing fees for the Financial year 2021-22 as well as for 2022-23.
Considering present performance and future plan of business activities in the ensuing years and with a view to conserve the resources of company for future prospect and growth of the Company, the Board has decided not to recommend any dividend on the Equity Shares for the financial year 2021-22.
During the year under review, this item is explained under the head “Reserves and Surplus” forming part of the Balance Sheet, as mentioned in the Note No. 3 of the Significant accounting policies and notes forming part of the financial statements.
There is a change in the Authorized Capital of the Company from Rs. 6,20,00,000/- (Rupees Six Crores Twenty Lakhs), comprising 62,00,000 (Sixty Two Lakhs) Equity Shares of Rs. 10/- (Rupees Ten) each to Rs. 13,20,00,000/- (Thirteen Crores Twenty Lakh Only) comprising 1,32,00,000 (One Crore Thirty Two lakh only) Equity Shares of Rs. 10/- (Rupees Ten) each and there is no change in the issued, subscribed and paid-up share capital of your Company stood at Rs. 5,57,85,000/- (Rupees Five Crores Fifty Seven Lakhs Eighty Five Thousand), comprising 55,78,500 (Fifty Five Lakhs Seventy Eight Thousand Five Hundred) Equity Shares of Rs. 10/- (Rupees Ten) each. The Company has only one class of Share Capital i.e. Equity Shares of Rs. 10/- each. The company has neither issued shares with differential voting rights nor issued sweat equity or granted stock options during the Financial Year ended
31st March, 2022. Company has issued 75,00,000 (Seventy-Five Lakhs) convertible warrants (‘Warrants’), each carrying a right exercisable by the Warrant Holder to subscribe to one Equity Share per Warrant, at a price of Rs. 13.50/- (Rupees Thirteen and Fifty Paise only) (Warrant Issue Price) per Warrant aggregating to Rs. 10,12,50,000/- (Rupees Ten Crore Twelve Lacs Fifty Thousand only) to the Promoters, Promoter group and Non-Promoter categories of persons in the EGM held on 12th March, 2022. Pursuant to the special resolution passed on 12th March, 2022 by the members of the company, under chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and Section 62 and 42 of the companies Act, 2013 read with the relevant rules framed there under, the board of directors at its Meeting held today 24th March, 2022 approved the allotment of 7399998 (Seventy-Three Lakhs Ninety Nine Thousand Nine Hundred Ninety Eight) convertible warrants at a Price of Rs. 13.50/- each on preferential basis, convertible into 7399998 (Seventy-Three Lakhs Ninety Nine Thousand Nine Hundred Ninety Eight) Equity Shares (One Equity Share for One Warrant issued) of the Company of the face value of Rs. 10/- each and premium of Rs. 3.50 each to the promoter and Non Promoters upon receipt of minimum subscription amount as prescribed under Regulation of SEBI ICDR Regulation, 2018.
BUY BACK OFSECURITIES
The Company has not bought back any of its securities during the year under review.
CHANGE IN THE NATURE OF BUSINESS
There is no Change in the nature of the business of the Company during the year. However the range of the product is increased.
MATERIAL CHANGES AND COMMITMENTS
There are no material changes and commitments affecting the financial position of the company between the end of the financial year i.e. 31st March, 2022 and the date of this report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTSORTRIBUNALS
There were no significant/material orders passed by the Regulators/Courts/ Tribunals which would impact the going concern status of the Company and its future operations.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
The Company does not have any subsidiaries or Associate Companies nor has entered into any Joint Ventures with any other Company during the year under review. Accordingly, no details are required to be reported in Form AOC-1 and thus it does not form a part of this report.
EXTRACT OF THE ANNUAL RETURN
As provided under Section 92(3) and 134(3)(a) of the Act, read with Rule 12 of Chapter VII Rules of the Companies (Management and Administration) Amendment Rules, 2020, Annual Return in Form MGT-7 for FY 2021-22 is uploaded on the website of the Company at www.growington.in.
COMPLIANCE OF SECRETARIAL STANDARDS
During Financial Year 2021-22, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS U/S 186
The 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.
During the year under review, the Company has not accepted anydeposits from the public within the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.
DISCLOSURE PURSUANT TO LISTING REGULATIONS
Necessary disclosures pursuant to listing regulations are made hereunder:- The securities of the Company have been listed on the Small and Medium Enterprise (SME) platform of Bombay Stock Exchange (BSE).
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report on the operations of the Company, as required under the Listing Regulations is provided in a separate section and forms an integral part of this Annual Report.
Pursuant to the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, the Board has carried out the evaluation of its own performance and that of its Committees as well as evaluation of performance of the individual directors. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report attached to this Report.
STATUTORY AUDITORS AND THEIR AUDIT REPORT
Due to some unwarranted and unavoidable circumstances, M/s. Bandyopadhyay & Dutt, Chartered Accountants, (Firms Registration No. 325116E), was not able to continue as Statutory Auditor and showed unwillingness on the date of 11th
AGM. Subsequent to unwillingness of M/s. Bandyopadhyay & Dutt, on the recommendation of Audit Committee, the directors of the Company approved the appointment of M/S D K Chhajer & Co. (FRN 304138E), Chartered Accountant as Statutory Auditor of the Company for the financial Year 2021-2022 pursuant to provision of Section 139 of the Companies Act, 2013 till the ensuing AGM. The Board also recommend to the shareholders for the appointment of M/S D K Chhajer & Co. (FRN 304138E), Chartered Accountant, as the Statutory Auditor of the Company for a term of 4 years from the conclusion of ensuing AGM until the conclusion of the of the 16th AGM of the Company to be held in the calendar year 2026. M/S D K Chhajer & Co. (FRN 304138E), would be within the limits prescribed under the section 141 of the Companies Act, 2013 read with rules and that they are not disqualified for reappointment within the meaning of Section 141 of the Companies Act 2013. They have also confirmed that they hold a valid peer review certificate as prescribed under Regulation 33(1) (d) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Auditors’ Report for the financial year ended 31st March, 2022 on the financial statements of the Company is a part of this Annual Report. There is no qualification, reservation or adverse remark made by the Statutory Auditors in their report. The Auditors have not reported any incident of fraud in terms of Section 143 (12) of the Act. The Notes on Financial Statements referred to in the Auditors’ Report are self- explanatory and do not call for any further comments.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNING & OUTGO
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as prescribed under Section 134(3) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 are as under:
(A) Conservation of Energy and TechnologyAbsorption:
The Company is not carrying on any production and manufacturing activities and has not imported any technology during the year under review, therefore there is nothing to report in thisregard.
(B) Foreign Exchange Earnings and Outgo:
The income & expenditure accrued/ incurred during the year are as follows:
|As on||As on|
|Particulars||31st March, 2022||31st March, 2021|
|Foreign Exchange Earnings||NIL||NIL|
|Foreign Exchange Outgoings:|
|Tour package expenses||NIL||NIL|
The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure - A and is attached to this report
The Company has appointed Mr. Prem Suman (M. No. 066806) Partner of P. Suman & Associates (Firm Registration No. 327089E) as Internal Auditor of the Company for the Financial Year 2022-2023 in accordance with Section 138 of the Act, read with the Companies (Accounts) Rules, 2014.
In accordance with provisions of Section 204, of the Companies Act, 2013, the Company had appointed M/S Santosh Singh & Associates, Practicing Company Secretaries for the Financial Year 2022-2023 In accordance with provisions of the Companies Act, 2013, the Company had appointed M/S Santosh Singh & Associates, Practicing Company Secretaries on resignation of M/S Hemant Sharma & Associates dated 18th day of May, 2022 to conduct the secretarial audit of the Company for the Financial Year 2021-22. The Secretarial Audit Report for the financial year 2021-2022 is annexed to this report as Annexure B.
CORPORATE GOVERNANCE REPORT
In terms of the provisions of Regulation 34(3) of the SEBI (LODR) Regulations, 2015, the Corporate Governance Report, the Management Discussion and Analysis Statement and the Certificate on the compliance of conditions of Corporate Governance form part of the Annual Report.
DETAILS OF DIRECTORS AND KMP
The Board of Directors is duly constituted in compliance with the provisions of Section 149 and other applicable provisions of the Companies Act, 2013 and relevant rules madethereunder. Mr. Vikram Bajaj (DIN: 00553791) is the promoter as well as the non- executive director of the company and is liable to retire by rotation andbeing eligible offers himself for re-appointment. TheBoard recommends the appointment of Mr. Vikram Bajaj as Director of the Company retiring by rotation.
Mr. Lokesh Patwa (DIN: 06456607) is Whole-time director of the company.
Mrs. Ankita Mundhra (DIN: 08227770) and Mr. Sanjay Kumar Srivastava (DIN 08202575) are the Independent directors of the company.
Key Managerial Personnel :
Mr. Nikhil Anil Durgade (PAN: FSHPD4565H) was appointed as the Chief Financial Officer of the Company with effect from 31-05-2022 upon resignation of Mr. Krishnendu Roy. From there, he is continuing his role as the Chief Financial Officer of the company to look after the financial matters of the company. Ms. Sunita Gupta (PAN: BIQPG0067G) was appointed as the Company Secretary of the Company with effect from 22-01-2019. From there, she is continuing her role as the Company Secretary of the company to look after the Secretarial work of the company.
Simultaneously, Mr. Lokesh Patwa is acting as the Whole-time Director of the Company.
A certificate has been received from Practicing Company Secretaries M/S Santosh Singh & Associates, pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, that none ofthe Directors on the Board of the Company has beendebarred or disqualified from being appointed orcontinuing as directors of companies by the Securitiesand Exchange Board of India, Ministry of CorporateAffairs or any such statutory authority. The same isannexed to this Report as Annexure - C.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors duly met on 02.06.2021; 30.06.2021; 16.07.2021; 18.08.2021; 27.08.2021; 07.10.2021; 13.11.2021; 20.12.2021; 22.12.2021; 28.12.2021; 05.01.2022; 11.02.2022; 15.02.2022; 24.03.2022 and 31.03.2022. The maximum gap between two Board meetings was not more than one hundred and twenty days as per the Section 173(1) of the Companies Act,2013.
The details of Board meetings held during the financial year, attendance of Directors at the meetings, etc., have been provided separately in the report on corporate governance forming part of this AnnualReport.
COMMITTEES OF BOARD
Pursuant to various requirements under the Act and the Listing Regulations, the Board of Directors has constituted various committees such as Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee and Sexual Harassment Committee.
The details of all the above committees along with composition, terms of reference, attendance at meetings and meetings held during the year, are provided in the “Corporate Governance Report” forming part of this Annual Report.
DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS
Your Company has received the declarations from all the Independent Directors of your Company confirming that they meet the criteria of independence as prescribed under the Act as well as Regulation 16 of Listing Regulations.
MEETING OF INDEPENDENT DIRECTORS
As required under Regulation 25(3) of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 and Schedule IV of the Act, Mrs. Ankita Mundhra and Mr. Sanjay Kumar Srivastava, the Independent Directors of the Company had a separate meeting held on 11th February, 2022.
PARTICULARS OF EMPLOYEES
The Company does not have any employee drawing a remuneration beyond the limit in terms of the provisions of Section 197(12) of the Act read with Rules 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year ended 31st March, 2022 were on an arm’s length basis and were in the ordinary course of business. Therefore the provisions of Section 188 of the Companies Act, 2013 were not attracted. Further, there are no materially significant related party transactions during the year under review made by the Company with Promoters, Directors, or other designated persons which may have a potential conflict with the interest of the Company at large. Thus, disclosure in Form AOC-2 is not required. However, the disclosure of transactions with related party for the year, as per Accounting Standard-18 - Related Party Disclosures is given in Note No. 27 to the Balance Sheet as on 31st March,2022.
STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITHREFERENCE TO THE FINANCIAL STATEMENTS
There are adequate internal control procedures commensurate with the size of the Company and nature of its business. The management has put in place effective Internal Control Systems to provide reasonable assurance for Safeguarding Assets from unauthorized access and Maintenance of Proper Accounting Records and Adequacy & Reliability of the information used for carrying on Business Operations. Further, the Company has taken adequate steps to ensure proper authorization of financial transactions and to prevent possibilities of frauds or other irregularities.
POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEYMANAGERIAL PERSONNEL AND SENIOR MANAGEMENT
The Company has formulated and adopted a Nomination and Remuneration Policy in accordance with the provisions of Act read with the Rules issued thereunder and the Listing Regulations. The said Policy of the Company, inter alia, formulates the criteria for appointment of Executive, Non-Executive and Independent Directors on the Board of Directors of the Company and persons in the Senior Management of the Company, their remuneration and such other matters as provided under sub-section (3) of Section 178 of the Act. The policy aims to attract, retain and motivate qualified people at the executive and at the board levels and ensures that the interests of Board members & senior executives are aligned with the business strategy, objectives, values and long-term interests of the Company. The Policy is available on the website of the Company at www.growington.in.
CORPORATE SOCIAL RESPONSIBILITY :
The Board of Directors confirms that the provisions as laid down in Section 135 of the Companies Act, 2013 and the rules made thereunder is not applicable to our Company for the Financial Year 2021-22 and hence, no disclosure is required to be given by theBoard. The Company has not formed any Corporate Social Responsibility Committee because the provisions of Section 135 of the Companies Act, 2013 relating to formation of such a Committee and the formulation of a Corporate Social Responsibility Policy do not apply to the Company.
DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to Section 134 (5) of Companies Act, 2013, the directors would like to state that:
a) in the preparation of the Annual Accounts for the year ended 31st March, 2022, the applicable accounting standards have been followed and there are no material departures from thesame.
b) the directors have 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 i.e., March 31, 2022 and of the profit of the Company for the year ended on thatdate;
c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the directors have prepared the annual accounts on a ‘going concern’basis.
e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;and
f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operatingeffectively.
DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY
The Company has a comprehensive risk management framework that seeks to minimize adverse impact on business objectives and ensures appropriate identification and treatment of risks. The Company understands that risk evaluation and risk mitigation is an ongoing process within the organization and is fully committed to identify and mitigate the risks in the business. The identification of risks is done at strategic, business and operational levels. The Company has formulated and implemented a risk management policy in accordance with Listing Regulations, to identify and monitor business risk and assist in measures to control and mitigate such risks. The Company, through its risk management process, aims to contain the risks within its risk appetite. There are no risks which in the opinion of the Board threaten the existence of the Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Annual Report.
STATEMENT OF DEVIATION AND/ OR VARIATION IN UTILIZATION OF PUBLIC ISSUE PROCEEDS PURSUANT TO REGULATION 32 OF SEBI (LISTING OBLIGATION AND DISCLOSURE REQUIREMENTS) REGULATION, 2015
As per Regulation 32 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, the Company have submitted to the stock exchange, the statement indicating deviation, if any, in the use of proceeds from the objects stated in the offer document, indicating category wise variation (capital expenditure, working capital etc.) between projected utilization of funds made by it in its offer document, as applicable and the actual utilization of funds. The Board of Directors in their meeting held on 28th July, 2020 approved to seek the shareholder’s approval by way of Special Resolution for the variation/deviation in the utilisation of the un-utilised portion of the IPO proceeds. The resolution was passed by the shareholders with requisite majority in the Annual General Meeting held on September 4, 2020. The report on the variation in utilization of issue proceeds is attached to the Board’s Report as Annexure - D.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013. The employees are free to report any instances of unethical behavior, actual or suspected fraud, violation of applicable laws and regulations, violation of code of conduct, financial irregularities, abuse of authority, disclosure of price sensitive information etc. The Policy provides for adequate safeguards against victimization of Directors and Employees who avail of the mechanism and also have provided them direct access to the Chairman of the Audit Committee. It is affirmed that no case was reported under this policy during the year. The Vigil Mechanism/ Whistle Blower Policy is available on the website of the Company at www.growington.in.
Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled to remain at the forefront of the Company. The Directors would like to thank shareholders, government agencies, bankers & all other business associates for their continued support during the year. We place on record our appreciation for the contributions made by the employees at all levels.
|For and on behalf of the Board of Directors|
|VIKRAM BAJAJ||LOKESH PATWA|
|Dated : 26/08/2022||DIN: 00553791||DIN: 06456607|