Dear Shareholders,
The Board of Directors have pleasure in presenting this 07th Annual Report on the business and operations of your Company ("the Company"), along with the Audited financial statements for the financial year ended on March 31, 2024.
FINANCIAL RESULTS:
The Companys financial performance for the year ended on March 31, 2024 is summarized below:
(AMOUNT Rs. IN LAKHS)
PARTICULARS |
YEAR ENDED 31.03.2024 | YEAR ENDED 31.03.2023 |
Revenue From Operations | 9243.69 | 7735.96 |
Other Income | 130.08 | 64.38 |
Total Revenue (I+II) |
9373.77 | 7800.34 |
Earnings Before Interest, Taxes, Depreciation and Amortization Expense |
917.77 | 1063.12 |
Finance Cost | 321.64 | 209.68 |
Depreciation and Amortization Expense | 443.03 | 223.94 |
Profit Before Tax (IV-V-VI) |
153.10 | 629.50 |
Extraordinary items |
- | 189.04 |
Tax Expense: |
||
i. Current Tax Expense | 25.56 | 6.16 |
ii. Deferred Tax Expenses | 53.25 | (110.50) |
iii. MAT | (25.56) | - |
iv. Short and excess provision of tax relating to earlier year | (5.02) | - |
Profit After Tax (VII-VIII) |
104.87 | 323.80 |
COMPANYS PERFORMANCE: STANDALONE FINANCIAL RESULTS:
During the year under review, the revenue from operation of the Company stood at Rs. 9243.69 Lakh as against that of Rs. 7735.96 Lakh for previous year.
Profit before Tax for the financial year 2023-24 stood at Rs. 153.10 Lakhs as against that of Rs. 629.50 for the financial year 2022-23 making the net profit of Rs. 104.87 for the financial year 2023-24 as against the net Profit of Rs. 323.80 Lakhs for the financial year 2022-23.
During the year under review, Revenue from Operations of the Company was increased by 19.49% than that of previous year. The Major increased in revenue from operation was due to increase in sales. However, increase in sales also caused increase in cost of material and other operation expenses.
DIVIDEND:
With a view to conserve and save the resources for future prospect of the Company, the Directors have not declared dividend for the financial year 2023-24 (Previous Year Nil).
TRANSFER TO RESERVES:
During the year, the Company has not apportioned any amount to other reserve. Total amount of net profit is carried to the Reserves & Surplus as shown in the Balance Sheet of the Company.
CHANGE IN NATURE OF BUSINESS:
During the year, your Company has not changed its business or object and continues to be in the same line of business as per main object of the Company.
CHANGE IN THE REGISTERED OFFICE:
During the year under review, there was no change in the registered office of the Company.
However, the Board of Directors of the Company approved the Corporate Office of the Company situated at Khasra No. 40/14-15-16-17/1, Bagwali, NH-73, Distt, Panchkula -134202, Haryana as the place other than Registered Office where Books of Accounts of the Company be kept.
SHARE CAPITAL:
During the year under review, no changes were carried out in the authorized and paid-up share capital of the Company.
AUTHORIZED SHARE CAPITAL:
The Authorized share Capital of the Company, as on March 31, 2024 is Rs.10, 50,00,000/- (Rupees Ten Crores Fifty Lakhs Only) divided into 1,05,00,000 (One Crores Five Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each.
ISSUED, SUBSCRIBED & PAID-UP CAPITAL:
The present paid up Capital of the Company as on March 31, 2024 is Rs. 7,34,10,000 (Rupees Seven Crores Thirty Four Lakhs Ten Thousand Only) divided into 73,41,000 (Seventy Three Lakhs Forty One Thousand) Equity Shares of Rs. 10/- (Rupees Ten Only) each.
During the year under review, in the Extra-ordinary general meeting of Members of the company held on August 02, 2023, passed the Special resolution to create, issue, offer and allot upto 3,50,000 (Three Lakh Fifty Thousand) convertible warrants of the Company, at an option of the Warrant Holder, at any time, in one or more tranches, within Eighteen (18) months from date of allotment of warrants on payment of 75% balance amount due on warrants, into equivalent number of fully paid up Equity Shares of face value of Rs.10/- (Rupees Ten only) at a price of Rs. 526/- (Rupees Five Hundred Twenty Six only) per warrant each convertible into 1 (One) Equity share of face value of Rs. 10/- each at a premium of Rs. 516/- (Rupees Five Hundred Sixteen only) per warrant aggregating to not more than Rs.18,41,00,000/- (Rupees Eighteen Crore Forty One Lakh Only) on preferential basis to promoter/promoter group/public category shareholders of the company.
Upon receipt of 25% of issue price from the Proposed allottees, 3,50,000 Warrants were allotted by the Company in accordance with the provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 on August 17, 2023. Also, company received in principle approval of said warrants from BSE Limited as on August 03, 2023.
UTILIZATION OF FUNDS RAISED THROUGH PREFERENTIAL ISSUE OF WARRANTS:
The Company raised funds of Rs. 4,60,25,000 (Rupees Four Crores sixty lakhs twenty five thousand Only) i.e. 25% of the total consideration being Rs. 18,41,00,000 ( Rupees Eighteen crores fourteen lakhs only) through Preferential Issue of Warrants . The gross proceeds of preferential issue have been utilized in the following manner:
(Rs. in Crores)
Sr. No. Original Object |
Original Allocation | Funds Utilized March 31, 2024 |
1. To broad base the capital structure of the Company required for business growth and future expansion plans; |
||
2. To meet increased working capital requirements; | Rs. 4.60/- | Rs. 4.60/- |
3. General corporate purpose or such other objects, as the Board may from time to time decide in the best interest of the Company. |
Further, there is no deviation/variation in the utilization of the gross proceeds raised through Preferential Issue of Warrants.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
CONSTITUTION OF BOARD:
As on the date of this report, the Board comprises of following Directors;
Name of Director |
Category Cum Designation | Date of Original Appointment | Date of Appointment at current Term & designation | Total Director- ship2 | No.ofCommittee1 | No. of Equity Shares held as on March 31, 2024 | |
In which Director is Member | In which Director is Chairman | ||||||
Mr. Aditya Kaushik | Chairman and Managing Director | November 14, 2017 | August 31, 2022 | - | 2 | - | 30,13,400 |
Mr. Ashwani Kumar Goel | Whole Time Director | December12, 2019 | August 28, 2023 | - | - | - | 1,99,000 |
Mr. Naveen Kumar | Whole Time Director | March14, 2020 | September29, 2020 | - | - | - | - |
Mr. Akshay Kumar Vats | Non-Executive Independent Director | January05, 2018 | January05, 2023 | - | 2 | 1 | - |
Ms. Smita Bhandari | Non-Executive Independent Director | August 28, 2018 | September28, 2023 | - | 2 | 1 | - |
Mr. Anusheel Kaushik | Whole Time Director | April 01, 2023 | April 01, 2023 | - | - | - | - |
1 Committee includes Audit Committee and Stakeholders Relationship Committee across all Public Companies.
2 Excluding LLPs, Section 8 Company & Struck Off Companies.
The composition of Board complies with the requirements of the Companies Act, 2013 ("Act"). Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company is exempted from the requirement of having composition of Board as per Regulation 17 of Listing Regulations.
None of the Director of the Company is serving as a Whole-Time Director in any other Listed Company and the number of their directorship is within the limits laid down under section 165 of the Companies Act, 2013.
DISCLOSURE BY DIRECTORS:
The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP-1, intimation under Section 164(2) i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company.
BOARD MEETING:
The Board of the Company regularly meets to discuss various Business opportunities. Additional Board meetings are called & convened, as and when required, to discuss and decide on various business policies, strategies and other businesses.
During the year under review, Board of Directors of the Company met 11 (Eleven) times on May 24, 2023, July 06, 2023, July 25, 2023, August 02, 2023, August 14, 2023, August 17, 2023, November 11, 2023, December 12, 2023, December 27, 2023, February 12, 2024 and March 30, 2024. Pursuant to Section 173 of the Companies Act, 2013, the time gap between the two consecutive Board Meetings was not be more than 120 days.
The details of attendance of each Director at the Board Meeting and Annual General Meeting are given below:
Name of Director |
Mr. Aditya Kaushik | Mr. Akshay Kumar Vats | Ms. Smita Bhandari | Mr. Ashwani Kumar Goel | Mr. Naveen Kumar | Mr. Anusheel Kaushik |
Number of Board Meeting held | 11 | 11 | 11 | 11 | 11 | 11 |
Number of Board Meetings Eligible to attend |
11 | 11 | 11 | 11 | 11 | 11 |
Number of Board Meeting attended | 11 | 11 | 11 | 11 | 11 | 11 |
Presence at the previous AGM of F.Y. 2022-23 |
Yes | Yes | Yes | Yes | Yes | Yes |
GENERAL MEETINGS:
During the year under review, the following General Meetings were held, the details of which are given as under:
Sr. No. Type of General Meeting |
Date of General Meeting |
1. Extra Ordinary General Meeting | August 02, 2023 |
2. Annual General Meeting | August 28, 2023 |
INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each Independent Director under Section 149 (7) of the act that they meet the criteria of independence laid down in Section 149 (6) of the Act. Further, all the Independent Directors of the Company have registered themselves in the Independent Director Data Bank. In the opinion of the Board, all our Independent Directors possess requisite qualifications, experience, expertise including the Proficiency and hold high standards of integrity for the purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014.
A separate meeting of Independent Directors was held on March 30, 2024 to review the performance of Non-Independent Directors and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board.
INFORMATION ON DIRECTORATE AND KEY MANAGERIAL PERSONNEL (KMP):
During the year under review, there were following changes in constitution of the Board of Directors of the Company.
Change in Composition of Board of Directors:
During the year under review, several key appointments and reappointments were taken place:
1. In the Board Meeting held on March 25, 2023, Mr. Anusheel Kaushik was appointed as an Additional (Whole time Director on the Board of the company w.e.f. from April 01, 2023 or date of allotment of valid DIN from Ministry of Corporate Affairs whichever is later.
In the Annual General Meeting of the Members of the company held on August 28, 2023, approved the following mentioned changes in the board;
2. Mr. Anusheel Kaushik (DIN: 10091002) has been regularized as a Whole-Time Director of the company, for a period of five (5) years w.e.f. April 01, 2023, liable to retire by rotation.
3. Mr. Ashwani Kumar Goel (DIN: 08621161) has been re-appointed as a Whole-Time Director of the company, for further period of five (5) years w.e.f. August 28, 2023, liable to retire by rotation.
4. Mr. Akshay Kumar Vats (DIN: 08020018) has been re-appointed as an Independent Director of the company for a second term of five (5) consecutive years, w.e.f. January 5, 2023, and is not liable to retire by rotation.
5. Ms. Smita Bhandari (DIN: 08205214) has been re-appointed as an Independent Director of the company for a second term of five (5) consecutive years, w.e.f. September 28, 2023, and is not liable to retire by rotation.
Retirement by Rotation and Subsequent Re-Appointment
In accordance with the provisions of the Articles of Association and Section 152 and other applicable provisions if any of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules 2014 (including and statutory modification(s) or re-enactment(s) thereof for the time being in force) Mr. Aditya Kaushik (DIN: 06790052) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, have offered himself for re-appointment.
Appropriate business for his re-appointment is being placed for the approval of the shareholders of the Company at the ensuing AGM. The brief resume of the Director and other related information has been detailed in the Notice convening the ensuing AGM of the Company.
DETAILS OF KEY MANAGERIAL PERSONNEL:
During financial year 2023-24, in accordance with Section 203 of the Companies Act, 2013, the Company has appointed following Key Managerial Personnels:
1. Mr. Aditya Kaushik as Chairman and Managing Director of the Company,
2. Mr. Ashwani Kumar Goel, Mr. Anusheel Kaushik and Mr. Naveen Kumar as Whole Time Director of the company,
3. Mr. Amit Kaushik as Chief executive officer (CEO) and Chief financial officer (CFO) of the Company.
4. Ms. Zalak Shah as Company Secretary (CS) and Compliance Officer of the Company.
PERFORMANCE EVALUATION:
The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in the following manners;
The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.
The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.
The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.
Separate meeting of independent directors was held to evaluate the performance of non-independent directors, performance of the board as a whole and performance of the chairman, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, 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.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to section 134(5) of the Companies Act, 2013 the Board of Directors to the best of their knowledge and ability confirm that:
a) In preparation of Annual Accounts for the year ended March 31, 2024 the applicable accounting standards have been followed and that no material departures have been made from the same;
b) The Directors have selected such accounting policies and applied them consistently and have 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 or loss of the Company for the year;
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;
d) The Directors have prepared the Annual Accounts for the year ended March 31, 2024 on going concern basis;
e) The Directors have laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and
f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
COMMITTEE OF BOARD:
The Board of Directors in line with the requirement of the act has formed various committees, details of which are given hereunder:
A. Audit Committee:-
The Board of Directors had constituted Audit Committee in line with the provisions of Section 177 of the Companies Act, 2013. The terms of reference of the Committee is available on the website of the Company at www.inflameindia.com.
During the year under review, the Audit Committee met 4 (Four) times during the Financial Year 2023-24 on May 24, 2023, August 02, 2023 , November 11, 2023 and February 12, 2024.
The composition of the Committee and the details of meetings attended by its members are given below:
Name of the Directors |
Category | Designation | Number of meetings during the Financial Year 2023-24 |
||
Held | Eligible to attend | Attended | |||
Mr. Akshay Kumar Vats |
Non-Executive Independent Director | Chairperson | 4 | 4 | 4 |
Mr. Aditya Kaushik |
Chairman and Managing Director | Member | 4 | 4 | 4 |
Ms. Smita Bhandari |
Non-Executive Independent Director | Member | 4 | 4 | 4 |
The Statutory Auditors of the Company are invited in the meeting of the Committee wherever required. Further, the Company Secretary of the Company is acting as Company Secretary to the Audit Committee. Recommendations of Audit Committee wherever/whenever given have been considered and accepted by the Board.
VIGIL MECHANISM:
The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior actual or suspected fraud or violation of Companys Code of Conduct.
Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company at www.inflameindia.com.
B. STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Company has formed Stakeholders Relationship Committee in line with the provisions Section 178 of the Companies Act, 2013.
The Board of Directors has constituted Stakeholders Relationship Committee mainly to focus on the redressal of Shareholders / Investors Grievances if any like Transfer / Transmission / Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report; Dividend Warrants; etc.
The Stakeholders Relationship Committee shall report to the Board on a quarterly basis regarding the status of redressal of complaints received from the shareholders of the Company. The terms of reference of the Committee is available on the website of the Company at www.inflameindia.com During the year under review, Stakeholders Relationship Committee met 4 (Four) times viz on May 24, 2023, August 02, 2023, November 11, 2023 and February 12, 2024. The composition of the Committee and the details of meetings attended by its members are given below:
Name of the Directors |
Category | Designation | Number of meetings during the Financial Year 2023-24 |
||
Held | Eligible to attend | Attended | |||
Ms. Smita Bhandari |
Non-Executive Independent Director | Chairperson | 4 | 4 | 4 |
Mr. Aditya Kaushik |
Chairman & Managing Director | Member | 4 | 4 | 4 |
Mr. Akshay Kumar Vats |
Non-Executive Independent Director | Member | 4 | 4 | 4 |
Also, there were no complaints unresolved as on March 31 2024.
C. NOMINATION AND REMUNERATION COMMITTEE:
The Board of Directors has formed Nomination and Remuneration committee in line with the provisions of Section 178 of the Companies Act 2013.
Nomination and Remuneration Committee meetings are generally held for identifying the persons who are qualified to become Directors and may be appointed in senior management and recommending their appointments and removal.
The terms of reference of the Committee is available on the website of the Company at www.inflameindia.com. During the year under review Nomination and Remuneration Committee met 3 (Three) times viz on August 02, 2023, August 14, 2023 and March 30, 2024.
The composition of the Committee and the details of meetings attended by its members are given below:
Name of the Directors |
Category | Designation | Number of meetings during the Financial Year 2023-24 |
||
Held | Eligible to attend | Attended | |||
Mr. Akshay Kumar Vats |
Non-Executive Independent Director | Chairperson | 3 | 3 | 3 |
Ms. Smita Bhandari |
Non-Executive Independent Director | Member | 3 | 3 | 3 |
Mr. Aditya Kaushik |
Chairman and Managing Director | Member | 3 | 3 | 3 |
NOMINATION AND REMUNERATION POLICY:
Nomination and Remuneration Policy in the Company is designed to create a high-performance culture. It enables the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company. The Company pays remuneration by way of salary, benefits, perquisites and allowances to its Executive Directors and Key Managerial Personnel. Annual increments are decided by the Nomination and Remuneration Committee within the salary scale approved by the members and are effective from April 1, of each year.
The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at www.inflameindia.com/downloads/Nomination_Remuneration_Policy.pdf.-
REMUNERATION OF DIRECTORS:
The details of remuneration paid during the Financial Year 2023-24 to Directors of the Company is provided in Form MGT-7 available on website of the company at www.inflameindia.com.
PUBLIC DEPOSIT:
The company has not accepted any deposits from the public. Hence the directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act 2013 or any other relevant provisions of the Act and the Rules there under are not applicable.
PARTICULARS OF LOANS GUARANTEES INVESTMENTS & SECURITY:
Details of Loans Guarantees Investments and Security covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.
SUBSIDIARIES ASSOCIATES AND JOINT VENTURE OF THE COMPANY:
As of March 31, 2024, Our Company does not has any Subsidiary, Associate and Joint Venture Company.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All the Related Party Transactions entered during the financial year were on an Arms Length basis and in the Ordinary Course of Business. There are no materially significant Related Party Transactions, i.e exceeding rupees one thousand crore or 10% of the annual consolidated turnover as per the last audited financial statement, whichever is lower or a transaction involving payments with respect to brand usage or royalty entered into individually or taken together with previous transactions during the financial year, exceeding five percent of the annual consolidated turnover of the Company as per the last audited financial statements, made by the Company with Promoters, Directors, Key Managerial Personnel (KMP) and other related parties which may have a potential conflict with the interest of the Company at large, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2 is not applicable.
Further, prior omnibus approval of the Audit Committee is obtained on yearly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were placed before the Audit Committee and the Board of Directors for their approval on quarterly basis. The details of the related party transactions for the financial year 2023-24 is given in notes of the financial statements which is part of Annual Report.
The Policy on Related Party Transactions as approved by the Board of Directors is available on the website of the Company at www.inflameindia.com/downloads/Policy_on_related_party_transactions.pdf .
COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARDS OF ICSI:
The Company is in compliance with the Secretarial Standard on Meetings of the Board of Directors (SS-1) and General Meeting (SS-2) issued by the Institute of Company Secretaries of India and approved by the Central Government.
ANNUAL RETURN:
Pursuant to Section 92 of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return as on March 31, 2024 is available on the website of the Company i.e. www.inflameindia.com.
PARTICULAR OF EMPLOYEES:
The ratio of the remuneration of each director to the median of employees remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure-A.
MATERIAL CHANGES AND COMMITMENT:
There are no material changes and commitments affecting the financial position of the Company between the ends of Financial Year of the Company i.e. March 31, 2024 to the date of this Report.
ALTERATION OF AOA
During the year under review, Company has passed Special resolution at the Annual general meeting held on August 28, 2023 altered existing Article of Association of the Company in the following manner:
(i) Deletion of the definition of "Seal" stated under Interpretation, i.e. xxvi "seal"
(ii) Substitution of Existing article No. 6(iii) with following; Every certificate shall be issued under the signature of two Directors or one Director & the Company Secretary, and shall specify the shares to which it relates and the amount paid-up thereon.
(iii) Substitution of Existing article No. 29(iii) with following;
A Certificate under the signature of two Directors or one Director & the Company Secretary of the Company, specifying any shares held by any member shall be prima facie evidence of the title of the member of such shares.
(iv) Substitution of Article No. 145 along with its heading "The Seal" With following Article with Heading Authentication of Documents; Save as otherwise expressly provided in the Act or these Articles, a document or proceeding requiring authentication by the Company may be signed by a Director, the Managing Director, the Manager, the Secretary or an authorised officer of the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:
There are no significant and material orders passed by the regulators or courts or tribunals which impact the going concern status and the Companys operations in future.
The details of litigation on tax and other relevant matters are disclosed in the Auditors Report and Financial Statements which forms part of this Annual Report.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
To foster a positive workplace environment free from harassment of any nature we have framed Prevention of Sexual Harassment Policy through which we address complaints of sexual harassment at all workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate. Further, the company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
During the year under review there were no incidences of sexual harassment reported. The Policy on Anti Sexual Harassment as approved by the Board of Directors is available on the website of the Company at _ www.inflameindia.com/downloads/Misc/Sexual-Harrasement-Policy.pdf.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information on conservation of energy technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of The Companies (Accounts) Rules 2014 as amended from time to time is annexed to this Report as Annexure-B.
RISK MANAGEMENT:
A well-defined risk management mechanism covering the risk mapping and trend analysis risk exposure potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact if triggered. A detailed exercise is being carried out to identify evaluate monitor and manage both business and non-business risks.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has adequate and efficient internal and external control system, which provides protection to all its assets against loss from unauthorized use and ensures correct reporting of transactions. The internal control systems are further supplemented by internal audits carried out by the respective Internal Auditors of the Company and Periodical review by the management. The Company has put in place proper controls, which are reviewed at regular intervals to ensure that transactions are properly authorised, correctly reported and assets are safeguarded. M/s. Gandhi Minocha and Company, Haryana., Chartered Accountants (FRN:000458N ), the statutory auditors of the Company has audited the financial statements included in this annual report and has issued an report annexed as an Annexure B to the Audit Report of the Company on our internal control over financial reporting as defined in section 143 of Companies Act, 2013.
CORPORATE GOVERNANCE:
Integrity and transparency are key factors to our corporate governance practices to ensure that we achieve and will retain the trust of our stakeholders at all times. Corporate governance is about maximizing shareholder value legally, ethically and sustainably. Our Board exercises its fiduciary responsibilities in the widest sense of the term. Our disclosures seek to attain the best practices in international corporate governance. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions.
As our company has been listed on SME Platform of BSE Limited, by virtue of Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the compliance with the corporate Governance provisions as specified in regulation 17 to 27 and Clause (b) to (i) of sub regulation (2) of Regulation 46 and Para C D and E of Schedule V are not applicable to the company. Hence Corporate Governance Report does not form a part of this Board Report, though we are committed for the best corporate governance practices.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
Provisions pertaining to Corporate Social Responsibility of Section 135 of the Companies Act, 2013 are not applicable to the Company.
INTERNAL AUDITOR:
Pursuant to Section 138 of Companies Act 2013, the Company had appointed Mr. Mukesh Kumar Sharma, as an Internal Auditor of the Company for the financial year 2023-24.
STATUTORY AUDITOR AND THEIR REPORT:
Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with rules made thereunder, in the Annual General Meeting held on August 28, 2023, M/s. Gandhi Minocha and Company, Chartered Accountant, Haryana (FRN: 000458N), were re-appointed as Statutory Auditors of the Company, for the second term of Five consecutive years for a term till the conclusion of Eleventh Annual General Meeting to be held in the calendar year 2028.
The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors Report is enclosed with the financial statements in this Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report except:-I. The Company has been sanctioned working capital limits in excess of Rs. 5 crores, in aggregate, from a bank on the basis of security of current assets. However, on pursuance of documents submitted to us the quarterly returns or statements filed by the company with such banks are not in agreement with the books of account of the Company.
Reply by Management:
We identified that the primary cause was due to the challenges faced during the implementation of the SAP process. The transition to SAP was aimed at streamlining our operations and ensuring better accuracy and efficiency in our financial reporting. However, despite our best efforts, the SAP implementation did not succeed as anticipated. The complexity of the system and the integration issues led to data mismatches and reporting errors. Recognizing the need for a robust and reliable system, we have decided to move towards the implementation of a comprehensive ERP system. This new ERP system is expected to address the shortcomings of the previous SAP implementation and provide a seamless integration of all our business processes.
II. In case of Hyderabad unit the feature of audit trail has not operated throughout the year, and has operated w.e.f. 09.11.2023 only.
Reply by Management:
The Hyderabad unit of our Company commenced its operations in the current financial year. As a new unit, we have been in the process of establishing and implementing various operational and compliance requirements to ensure smooth and efficient functioning. Due to the initial setup phase and the focus on establishing core operational activities, the implementation of the audit trail feature was delayed. We understand the importance of having an audit trail to ensure transparency, accountability, and accurate record-keeping. Recognizing this, we prioritized the activation of the audit trail feature and have successfully implemented the same.
MAINTENANCE OF COST RECORD:
The Company is not required to maintain cost records as specified by the Central Government as per Section 148(1) of the Act and the rules framed thereunder and accordingly.
REPORTING OF FRAUD:
The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013 for the financial year 2023-24.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
In terms of Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 a review of the performance of the Company for the year under review Management Discussion and Analysis Report is presented in a separate section which is annexed to this Report as Annexure-C.
SECRETARIAL AUDITOR AND THEIR REPORT:
Pursuant to the provisions of Section 204 of the Act read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s. Mittal V. Kothari & Associates, Practicing Company Secretary, Ahmedabad as Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit Report is annexed herewith as Annexure-D to this Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report except:-
Sr. No. Compliance Requirement (Regulations/ Circulars / Guidelines Including Specific Clause) |
Deviations |
Observations/ Remarks of the Practicing Company Secretary |
1. Regulation 3(5) & 3(6) SEBI (Prohibition of Insider Trading) Regulations, 2015. | Delay by Company in entering majority of UPSI Sharing Entries in software (Structured Digital Database) | Delay by Company in entering majority of UPSI Sharing Entries in software (Structured Digital Database) |
Reply by Management:
Delay was unintentional, to make all compliance within due date, UPSI sharing entries into software got delayed.
Management of Company will be more alert in making entries of UPSI Sharing into software the same day on which UPSI is shared to any Designated Persons.
WEBSITE:
Your Company has its fully functional website www.inflameindia.com which has been designed to exhibit all the relevant details about the Company. The site carries a comprehensive database of information of the Company including the Financial Results of your Company, Shareholding Pattern, details of Board Committees, Corporate Policies/ Codes, business activities and current affairs of your Company. All the mandatory information and disclosures as per the requirements of the Companies Act, 2013, Companies Rules, 2014 and as per Regulation 46 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and also the non-mandatory information of Investors interest / knowledge has been duly presented on the website of the Company.
THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:
During the Financial Year 2023-24, there was no application made and proceeding initiated /pending under the Insolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against your Company. As on the date of this report, there is no application or proceeding pending against your company under the Insolvency and Bankruptcy Code, 2016.
GENERAL DISCLOSURE:
Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules 2014 and other applicable provisions of the act and listing regulations to the extent the transactions took place on those items during the year. Your Directors further state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
(i) Details relating to deposits covered under Chapter V of the Act;
(ii) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;
(iii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS;
(iv) Annual Report and other compliances on Corporate Social Responsibility;
(v) There is no revision in the Board Report or Financial Statement;
(vi) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future;
ACKNOWLEDGEMENT:
Your Directors acknowledge the dedicated service of the employees of the Company during the year. They would also like to place on record their appreciation for the continued co-operation and support received by the Company during the year from bankers, financial institutions, business partners and other stakeholders.
Registered office: |
For and on behalf of Board of Directors |
Khewat Khatoni No. 45/45, Khasra No. 942/855/1 Village Kalyanpur Tehsil-Baddi, Baddi Solan-173205, Himachal Pradesh. | For, Inflame Appliances Limited |
Corporate Office: |
CIN: L74999HP2017PLC006778 |
Village Bagwali, Khasra No. 40/14-15-16-17/1, Block - Raipur Rani, Nh-73, Panchkula-134202. | Aditya Kaushik |
Date : August 05, 2024 | Chairman and Managing Director |
Place : Panchkula | DIN 06790052 |
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