To,
The Members of Univa Foods Limited
(Formerly known as Hotel Rugby Limited) ("The Company")
Your directors (hereinafter referred to as the Board) have the pleasure in presenting
the 32nd (Thirty-Second) Annual Report of the Company together with the Audited Financial
Statements for the year ended March 31, 2023.
In compliance with the applicable provisions of the Companies Act, 2013, (including any
statutory modification(s) or re-enactment(s) thereof, for the time being in force)
("Act") and the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("SEBI Regulations"), this report
covers the Financial Results and other developments in respect of the Company during the
Financial Year ended March 31, 2023, and up to the date of the Board Meeting in which this
report is approved.
1. FINANCIALS:
A. FINANCIAL RESULTS AND HIGHLIGHTS OF PERFORMANCE.
The Financial performance of the Company for the Financial Year ended March 31, 2023,
is summarized below:
(Figures - Rs. In Lakhs)
|
Year Ended |
Particulars |
March 31, 2023 |
March 31, 2022 |
| Operational & Other Income |
19.53 |
7.24 |
Total Expenses including Interest Expense and |
(47.73) |
(541.58) |
| Depreciation and Amortization Expense |
|
|
Loss before exceptional items and tax |
(28.20) |
(534.34) |
| Prior period items |
- |
- |
| Exceptional Items |
- |
4.00 |
| Provision for diminution in the value of investments |
- |
- |
Loss before tax |
(28.20) |
(538.34) |
| Current Tax |
- |
- |
Loss after tax |
(28.20) |
(538.34) |
B. OPERATIONS OF THE COMPANY / COMPANY PERFORMANCE:
During the Financial Year under review, there was no change in nature of the business
of the Company. The Company continues to be engaged in the business as per Object Clause
of the Memorandum of Association of the Company.
1 Previous period figures have been regrouped/rearranged wherever necessary.
1 The Standalone Financial Statements of the Company for the Financial Year 2022-23 are
prepared in compliance with the applicable provisions of the Companies Act, 2013
(‘the Act), Indian Accounting Standards (‘IND AS) and the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 [‘SEBI (LODR) Regulations].
For the Financial Year ended March 31, 2023, your Company had reported a total Income
of Rs. 19.53/- (In Lakhs) as against Rs. 7.24/- (In Lakhs) during the previous Financial
Year. The Company recorded a net loss of Rs. 28.20) (In Lakhs) as against net loss of Rs.
(538.34)/- (In Lakhs) during the previous Financial Year.
C. SHARE CAPITAL:
During the year under review, your Companys Authorized Share Capital is Rs.
16,10,00,000 comprising of 1,61,00,000 Equity Shares of Rs. 10/- each. The Companys
paid-up capital is Rs. 14,32,28,000 comprising of 1,43,22,800 Equity Shares of Rs. 10/-
each fully paid up. Further, the Company has not issued:
1. Any shares with differential rights as per provisions of Section 43 (a) (ii) of the
Act read with Rule 4 (4) of the Companies (Share Capital and Debenture) Rules, 2014.
2. Any sweat equity shares as per provisions of Section 54 (1) (d) of the Act read with
Rule 8 (13) of the Companies (Share Capital and Debenture) Rules, 2014.
3. Any equity shares under Employees Stock Option Scheme as per provisions of Section
62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture)
Rules, 2014.
Also, there were no instances of non-exercising of voting rights in respect of shares
purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read
with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.
D. TRANSFER TO RESERVES:
As there are losses for the Financial Year 2022-23, the Company did not transfer any
amount to reserves during the Year.
E. DIVIDEND:
In view of the accumulated losses, your directors have not recommended any dividend on
Equity Shares for the Financial Year 2022-23.
F. UNPAID DIVIDEND & IEPF:
The Company is not required to transfer any amount to the Investor Education &
Protection Fund (IEPF) and does not have an unclaimed dividend which remains to be
transferred to the Unpaid Dividend Account.
G. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Pursuant to the provisions of Section 186 of the Companies Act, 2013, read with The
Companies (Meetings of Board and its Powers) Rules, 2014 as amended from time to time
(including any amendment thereto or re-enactment thereof for the time being in force),
Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013
form part of Financial Statements provided in this Annual Report.
H. DEPOSIT:
During the year under review, the Company has not accepted or renewed any amount
falling within the purview of provisions of Section 73 of the Companies Act 2013
("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during
the year under review. Hence, the requirement for furnishing of details relating to
deposits covered under Chapter V of the Act or the details of deposits which are not in
compliance with Chapter V of the Act is not applicable.
2. REPORT ON THE PERFORMANCE OF SUBSIDIARIES, ASSOCIATIONS AND JOINT VENTURE
COMPANIES:
During the year under review, the Company had no Subsidiary(ies), Associate(s) and
Joint Venture(s). Hence the said clause is not applicable.
3. REMUNERATION / COMMISSION DRAWN FROM HOLDING / SUBSIDIARY COMPANY:
During the year under review, neither the Company is a subsidiary of any Company or
body corporate nor the Company has a subsidiary. Hence the said clause is not applicable.
4. CONSOLIDATED FINANCIAL STATEMENTS:
During the year under review, the Company had no Subsidiary(ies), Associate(s) and
Joint Venture(s). Hence the said clause is not applicable.
5. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO:
The Company has no foreign exchange earnings and outgo. Further, there are no
significant expenses on conservation of energy and technology absorption during the year
and hence reporting under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8
of The Companies (Accounts) Rules, 2014 is not applicable.
6. RELATED PARTY TRANSACTIONS:
A. THE PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
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 as part of the Companys
philosophy of adhering to the highest ethical standards, transparency and accountability.
These transactions are not likely to have any conflict with the Companys interest.
All Related Party Transactions up to March 31, 2023, were placed before the Audit
Committee and the Board for Approval. Also, prior omnibus approval of the Audit Committee
was obtained for Related Party Transactions for the Financial Year 2022-23. The
transactions entered into pursuant to the omnibus approval so granted were audited and a
statement giving details of all related party transactions was placed before the Audit
Committee for its review on a quarterly basis. The particulars of transactions between the
Company and its related parties as per the IND AS - 24 are set in Notes to Accounts in the
Annual Report.
Disclosure of the related party transactions as required under IND AS - 24 are reported
in Notes to accounts of the Audited Standalone Financial Statements of the Company for the
Financial Year ended March 31, 2023, annexed with this report.
In line with the provisions of the Companies Act, 2013 and the Listing Regulations, the
Board has approved a policy on related party transactions. An abridged policy on related
party transactions has been placed on the Companys website at:
http://www.hotelrugby.co.in/Uploads/Policy%20on%20dealing%20with%20RPTs.pdf
As per the thresholds given in Rule 15 (3) of the Companies (Meetings of Board and its
Powers) Rules, 2014 and pursuant to Section 134 (3) (h) of the Act read with Rule 8(2) of
the Companies (Accounts) Rules, 2014, the disclosure pertaining to
contracts/arrangements/transactions with related parties which are material in nature are
furnished in Form AOC - 2 is annexed hereto and marked as Annexure-A and
forms part of this Report.
B. DISCLOSURE OF RELATED PARTY TRANSACTIONS WITH PERSON OR ENTITY BELONGING
TO PROMOTER & PROMOTER GROUP:
During the year under review, there is no transaction with the promoter and promoter
group.
C. DISCLOSURE OF LOANS AND ADVANCES IN NATURE OF LOANS TO SUBSIDIARIES AND
ASSOCIATES OF THE COMPANY:
During the year under review, the Company had no Subsidiary(ies) and Associate(s).
Hence, the said clause is not applicable
7. MATTERS RELATED TO INDEPENDENT DIRECTORS:
A. DECLARATIONS BY INDEPENDENT DIRECTORS:
The Independent Directors have submitted the Declaration of Independence, as required
pursuant to section 149 (7) of the Companies Act, 2013 and Regulation 16 and 25 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 stating that they meet
the criteria of independence as provided in sub-section (6). There has been no change in
the circumstances, which has affected their status as independent directors.
In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules, 2014, the Independent Directors of the
Company have confirmed that they have registered themselves with the databank maintained
by
The Indian Institute of Corporate Affairs, Manesar ("IICA").
Further, Non-Executive Directors of the Company had no pecuniary relationship with the
Company.
B. EVALUATION BY INDEPENDENT DIRECTOR:
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 (10) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of
Directors has carried out annual performance evaluation of its own performance, the
directors individually as well as the evaluation of the working of its Audit, Nomination
& Remuneration and Stakeholder relationship Committees. The manner in which the
evaluation has been carried out has been explained in the Corporate Governance Report.
In a separate meeting of Independent Directors, the performance of non-independent
directors, the performance of the Board as a whole and the performance of the Chairman was
evaluated, taking into account the views of the executive director. The same was discussed
in the Board meeting at which the performance of the Board, its committees and individual
directors was also discussed. Performance evaluation of independent directors was done by
the entire Board, excluding the independent director being evaluated.
I. OPINION OF THE BOARD OF DIRECTORS PERTAINING TO INDEPENDENT DIRECTORS OF
THE COMPANY:
In the opinion of the Board of Directors of the Company, the below directors as on
March 31, 2023 on the Board of the Company are independent of the management and complies
with the criteria of Independent Director as submitted by them under the Companies Act,
2013 and under Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and Companies Act, 2013.
Sr. No. |
Name of Independent Directors as on 31.03.2023 |
| 1. |
Mr. Jayaghosh Yarlagadda |
| 2. |
Mr. Udaya Manikanta Pemmanaboyina |
Further, the afore-said independent director does possess integrity, and expertise and
also has vast experience which is necessary or suitable to be the Director of the Company.
8. MATTERS RELATING TO BOARD OF DIRECTORS:
A. MEETING OF THE BOARD OF DIRECTORS OF THE COMPANY DURING THE FINANCIAL YEAR 2022-23:
During the year under review, the Board met 09 Nine times (April 01, 2022,
May 02, 2022, May 13, 2022, May 26, 2022, May 31, 2022, August 12, 2022, September 22,
2022, November 14, 2022, and February 14, 2023) in accordance with the provisions
of the Companies Act, 2013. The intervening gap between any two Meetings was not more than
the period prescribed by the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulation, 2015. The Company has complied with the applicable
Secretarial Standards in respect of all the above-Board Meetings. The detailed composition
of the Board of Directors and requisite details are given in the Corporate Governance
Report.
B. FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND
DIRECTORS:
The Board of Directors has adopted a formal mechanism for evaluating various aspects of
the
Boards functioning its performance and as well as that of its committee i.e., Audit,
Nomination and Remuneration, Stakeholders Relationship and individual directors. The
criteria for performance evaluation of the Board include aspects like composition of the
Board and its Committees, culture, execution and performance of specific duties,
obligations and governance, experience, competencies etc. The exercise was carried out
through a structured evaluation process covering various aspects of the Boards functioning
such as composition of the Board and Committees, experience and competencies, performance
of specific duties and obligations, governance issues etc. Separate exercise was carried
out to evaluate the performance of Individual Directors who was evaluated on parameters
such as attendance, contribution at the meetings and otherwise, independent judgment,
safeguarding of minority shareholders interest The Board of Directors expressed their
satisfaction with the evaluation process.
9. APPOINTMENT, RE-APPOINTMENT AND RESIGNATION OF DIRECTORS DURING THE YEAR
2022-23:
As on March 31, 2023, the Board of Directors of the Company comprised of 6 (Six)
Directors, including 1 (One) Executive Director designated as Managing Director, 2 (Two)
Non-Executive Independent Directors and 3 (Three) Non-Executive Non - Independent
Directors.
During the year under review, there was following Change in the Constitution of the
Board.
APPOINTMENT AND CESSATION:
Sr. No. |
Name of Director |
Appointment / Cessation |
Designation |
Date |
| 1. |
Mrs. Shaik Haseena |
Appointment |
Additional Managing Director |
01.04.2022 |
| 2. |
Mr. Suresh Tangella |
Appointment |
Additional Non- Independent Director |
01.04.2022 |
| 3. |
Mr. Jayaghosh Yarlagadda |
Appointment |
Additional Independent Director & Chairperson |
13.05.2022 |
| 4. |
Mr. Jonna Venkata Tirupati Rao |
Appointment |
Additional Non- Independent Director |
13.05.2022 |
| 5. |
Mr. Uday Srinivas Tangella |
Appointment |
Additional Non- Independent Director |
13.05.2022 |
| 6. |
Mr. Udaya Manikanta Pemmanaboyina |
Appointment |
Additional Independent Director |
13.05.2022 |
| 7. |
Mrs. Darshana M. Thacker |
Resignation |
Non-Independent Director |
01.04.2022 |
| 8. |
Mr. Rajesh S. Parikh |
Resignation |
Whole Time Director & Chief Financial Officer |
01.04.2022 |
| 9. |
Mr. Mahendra R. Thacker |
Resignation |
Executive Director, CEO & Chairperson |
13.05.2022 |
| 10. |
Mr. Ashok M. Kadakia |
Resignation |
Independent Director |
13.05.2022 |
| 11. |
Mr. Dinesh Patel |
Resignation |
Independent Director |
13.05.2022 |
| 12. |
Mr. Sanjay Kapur |
Resignation |
Independent Director |
13.05.2022 |
10. APPOINTMENT, REAPPOINTMENT AND RESIGNATION OF KEY MANAGERIAL PERSONS
DURING THE YEAR 2022-23:
During the year under review, Mr. Rajesh Parikh, Chief Financial Officer of the Company
had resigned w.e.f. April 01, 2022, and Mrs. Sandhya Rani Koochana appointed as a Chief
Financial Officer of the Company on September 22, 2022.
11. COMMITTEES OF BOARD OF DIRECTORS OF THE COMPANY:
As on the date of approval of Directors Report, the following are the Committees of
the Board of Directors of the Company constituted under the Companies Act, 2013 and
applicable regulations of Securities and Exchange Board of India (SEBI Regulations).
Composition of the following Committees are also hosted on the website of the Company at
http://www.hotelrugby.co.in/Uploads/composition%20of%20board%20and%20committees.p df.
A. AUDIT COMMITTEE.
B. NOMINATION AND REMUNERATION COMMITTEE. C. STAKEHOLDERS RELATIONSHIP COMMITTEE. D.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE.
The constitutions, composition, terms of reference, details of meetings and attendance
of members of the afore-mentioned Committees have been mentioned in the Corporate
Governance Report.
E. VIGIL MECHANISM / WHISTLE BLOWER POLICY.
In accordance with the provisions of Section 177 (9) and (10) of the Companies Act,
2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and
Regulation 22 of SEBI (LODR) Regulations 2015 the Company already has in place "Vigil
Mechanism Policy"
(Whistle Blower Policy) for Directors and employees of the Company to provide a
mechanism which ensures adequate safeguards to employees and Directors from any financial
statements and reports, etc.
The employees of the Company have the right/option to report their concerns/grievances
to the Chairman of the Audit Committee. The Company is committed to adhere to the highest
standards of ethical, moral and legal conduct of business operations. The policy is also
available on the Companys website at
http://www.hotelrugby.co.in/Uploads/WHISTLE%20BLOWER%20POLICY.pdf.
F. RISK MANAGEMENT POLICY:
The Company is not required to constitute a Risk Management Committee pursuant to
Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
However, the Company has formulated an internal risk management policy to deal with the
risks that might become a threat to the existence of the Company and subsequently affect
the going concern status of the Company.
12. AUDITORS & REPORTS:
A. STATUTORY AUDITORS OF THE COMPANY:
M/s. B. M. Gattani & Co. (FRN 113635W), Chartered Accountants, Mumbai, were
appointed as the Statutory Auditor of the Company for a period of 5 (Five) years i.e.,
from the conclusion of 28th AGM held on September 27, 2019, till the conclusion
of 33rd AGM at a remuneration to be determined by the Board of Directors of the
Company.
B. RESERVATION AND QUALIFICATION ON AUDITOR REPORT:
The observations qualifications/disclaimers, if any, made by the Statutory Auditors in
their report for the financial year ended March 31, 2023, read with the explanatory notes
therein are self-explanatory and therefore, do not call for any further explanation or
comments from the Board under Section 134(3) of the Companies Act, 2013.
C. SECRETARIAL AUDITORS OF THE COMPANY:
Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 inter-alia requires every listed company to annex
with its
Boards report, a Secretarial Audit Report given by a Company Secretary in practice, in
the prescribed form. The Board appointed M/s. Vishakha Agrawal & Associates,
Practising Company Secretaries (CP No. 15088), as Secretarial Auditor to conduct
Secretarial Audit of the Company for the Financial Year 2022-23 and their report is
annexed hereto and marked as Annexure-B
Regulation 24 (A) of SEBI (Listing Obligation and Disclosure Requirements) Regulations,
2015 inter-alia requires every listed company to annex with its Boards report, an Annual
Secretarial Compliance Report given by a Company Secretary in practice, in the prescribed
form. The Board of Directors have appointed M/s. Vishakha Agrawal & Associates,
Practising Company Secretaries (CP No. 15088), has provided the Annual Secretarial
Compliance Report for the Financial Year 2022-23 and their report is annexed hereto and
marked as Annexure-C
D. COST AUDITORS OF THE COMPANY:
During the Year under review, in terms of Section 148 of the Companies Act, 2013 the
Company is not required to appoint Cost Auditor of the Company.
E. REPORTING OF FRAUDS BY STATUTORY AUDITORS UNDER SECTION 143 (12):
During the year under review, the Statutory Auditors have not reported any incident of
fraud to the Audit Committee or to the Board of Directors of the Company.
F. INTERNAL AUDITORS AND INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an internal control system, commensurate with the size, scale and
complexity of its operations. This ensures that all transactions are authorized, recorded
and reported correctly, and assets are safeguarded and protected against loss from
unauthorized use or disposition. Your Company has adequate internal controls for its
business processes across departments to ensure efficient operations, compliance with
internal policies, applicable laws and regulations, protection of resources and assets and
appropriate reporting of financial transactions.
The Company has Internal Audit function which is empowered to examine the adequacy and
compliance with policies, plans and statutory requirements. It comprises of experienced
professionals who conduct regular audits across the Companys operations. The Company has
also appointed a firm of Chartered Accountants as Internal Auditors, who reviews the
various functions of the Company thoroughly and report to the Audit Committee. During the
year under review, the Risk Management Committee of the Company had reviewed the new
requirement of
Internal Control over Financial Reporting ("ICOFR") and finalized the
detailed analysis of key processes, and these were presented for review by the Statutory
Auditors. The control mechanism and the process of testing of controls were discussed with
the Statutory Auditors. The Statutory Auditors have submitted their report on the Internal
Financial Controls which forms an integral part of this Report
The adequacy of the same has been reported by the Statutory Auditors of your Company in
their report as required under the Companies (Auditors Report) Order, 2003.
Pursuant to provisions of Section 138 of the Companies Act, 2013 and relevant Rules
framed thereunder, M/s. M. H. Dalal & Associates, Chartered Accountants, Mumbai (Firm
Registration Number 112449W) were appointed of as Internal Auditors Company for the
Financial Year 2022-23. The Internal Auditors are required to report to the Audit
Committee of the Board after conducting a comprehensive audit of the operations of the
Company.
13. EXTRACT OF ANNUAL RETURN:
Pursuant to the provisions of Section 134 (3) (a) of the Companies Act, 2013, the draft
Annual Return for the Financial Year ended March 31, 2023 made under the provisions of
Section 92 (3) of the Act is made available on the website of the Company and can be
accessed at: https://www.hotelrugby.co.in/Default.aspx?PageID=3&ReportCatID=1001 .
14. CORPORATE GOVERNANCE REPORT:
The Corporate Governance Report pursuant to Regulations 17 to 27, clauses (b) to (i) of
Regulation 46 (2) and Para C, D and E of Schedule V of SEBI (Listing Obligations and
Disclosure
Requirements) Regulations, 2015 is annexed hereto and marked as Annexure-D and
forms part of this Report.
15. MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis Report on the operations of the Company as
required pursuant to Part B of Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is annexed hereto and marked as Annexure D and
forms part of this Report.
16. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
None of the employees had drawn remuneration above the limits mentioned in Section
197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to
time, and accordingly the said disclosure is not applicable on the Company.
17. SIGNIFICANT OR MATERIAL ORDERS PASSED AGAINST THE COMPANY:
Pursuant to the requirement of Section 134 (3) (q) of the Companies Act, 2013 read with
Rule 8(5)(vii) of the Companies (Accounts) Rules, 2014, it is confirmed that during
Financial 2022-23 there were no significant or material orders passed by the Regulators or
Courts or Tribunals impacting the going concern status and your Companys operations in
future.
18. DETAILS OF PENDING PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE,
2016 (31 OF 2016) DURING THE YEAR ALONG-WITH THEIR STATUS AS THE END OF THE FINANCIAL
YEAR:
During the Financial Year under review, your Company, in the capacity of a financial
creditor, has not filed petitions before the National Company Law Tribunal under the
Insolvency and Bankruptcy Code, 2016 for recovery of outstanding loans against its
customers, being corporate debtors.
19. THE DETAILS OF THE DIFFERENCE BETWEEN THE AMOUNT OF VALUATION DONE AT THE
TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING A LOAN FROM THE BANK OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASON THEREOF:
During the Financial Year under review, there has been no instance of a one-time
settlement against the loans with any Bank(s) or Financial Institution(s), and hence this
clause is not applicable.
20. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE
END OF THE FINANCIAL YEAR AND DATE OF THE REPORT:
The said clause is not applicable since there are no material changes that can affect
the Financial Position of the Company between the end of the Financial Year and the date
of the Report.
21. LEGAL AND REGULATORY:
Compliance with laws and regulations is an essential part of your Companys business
operations. We are subject to laws and regulations in diverse areas as trademarks,
copyright, patents, competition, employee health and safety, the environment, corporate
governance, listing and disclosure, employment and taxes.
Frequent changes in legal and regulatory regime and introduction of newer regulations
with multiple authorities regulating same areas lead to complexity in compliance. We
closely monitor and review our practices to ensure that we remain compliant with relevant
laws and legal obligations.
22. SYSTEM AND INFORMATION:
Your Companys operations are increasingly dependent on IT systems and the management
of information. Increasing digital interactions with customers, suppliers and consumers
place even greater emphasis on the need for secure and reliable IT systems and
infrastructure, and careful management of the information that is in our possession.
The cyber-attack threat of un-authorised access and misuse of sensitive information or
disruption to operations continues to increase. To reduce the impact of external
cyber-attacks impacting our business, we have firewalls and threat monitoring systems in
place, complete with immediate response capabilities to mitigate identified threats. Our
employees are trained to understand these requirements.
23. SECRETARIAL STANDARDS OF ICSI:
Your Company is in compliance with the Secretarial Standards on Meetings of the Board
of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company
Secretaries of India and approved by the Central Government.
24. DIRECTORS RESPONSIBILITY STATEMENT:
In terms of Section 134 (5) of the Companies Act, 2013 in relation to the audited
financial statements of the company for the year ended March 31, 2023, the Board of
Directors hereby confirms that
A. In the preparation of the annual accounts, for the year ended March 31, 2023, the
applicable
Accounting Standards have been followed and there is no material departures;
B. Appropriate accounting policies have been selected and applied consistently and
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 as at March 31, 2023, and of the loss of the
Company for the year ended March 31, 2023;
C. Proper and sufficient care has been taken 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;
D. They have prepared the annual financial statements on a "Going Concern"
basis.
E. Proper internal financial controls were followed by the Company and that such
internal financial controls are adequate and were operating effectively.
F. Proper systems to ensure compliance with the provisions of all applicable laws were
in place and that such systems were adequate and operating effectively.
The Board of Directors is also responsible for overseeing the Companys financial
reporting process.
25. OTHER DISCLOSURES
A. RECLASSIFICATION OF PROMOTER:
The Company had received letters from the following persons falling under the category
of promoters/promoter group of the Company, requesting to be reclassified from the
category of
"Promoter / Promoter Group" to "Public Category".
Sr. No. |
Name of Promoter |
No of Equity Shares held |
% of holding |
| 1. |
Mrs. Darshana Mahendra Thacker |
0 |
0 |
| 2. |
Mr. Mahendra Ramanlal Thacker |
0 |
0 |
| 3. |
Mr. Mihir Mahendra Thacker |
0 |
0 |
| 4. |
Mr. Maunik Mahendra Thacker |
0 |
0 |
| 5. |
M/s. Crystal Commagri Vitran Private Limited |
0 |
0 |
The letters were placed before the Board of Directors of the Company in its meeting
held on February 14, 2023. The Company had applied with BSE and NSE namely viz. on March
14, 2023 for approval on reclassification of status of afore-said promoter.
26. APPRECIATION / ACKNOWLEDGEMENT
Your directors wish to place on record their appreciation and express their gratitude
for the contribution made by the employees at all levels but for whose hard work, and
support, your
Companys achievements would not have been possible. The Board takes this opportunity
to express its gratitude for the valuable assistance and co-operation extended by
Government Authorities, Banks, Financial Institutions, Vendors, Customers, Advisors and
other business partners.
+91-9892691696
