To,
The Members,
REVATI ORGANICS LIMITED
The Board of Directors is pleased to present the Annual Report on the business and
operations of your Company along with the audited financial statements for the financial
year ended 31st March 2023. The Statement of Accounts, Auditors Report, Boards Report,
and attachment thereto have been prepared in accordance with the provisions contained in
Section 134 of Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2014.
The performance of the Company for the financial year ended 31 st March 2023 is
summarized below:
(Amount in Rs.)
|
2022-23 |
2021-22 |
| Revenue from operations |
56,25,000 |
59,40,000 |
| Profit/(Loss) before Tax |
2,08,170 |
17,182 |
| Less: Tax Expenses |
|
|
| Current Tax |
3,176 |
- |
| MAT Credit |
- |
- |
| Profit/Loss for the year |
2,04,990 |
17,182 |
| Transfer to General Reserve |
- |
- |
| Earnings Per Share |
0.07 |
0.01 |
The above results are in compliance of Indian Accounting Standards (INS AS) notified by
the Ministry of Corporate Affairs. The results for the previous periods have been restated
to comply with Ind AS and are comparable on like to like basis.
DIVIDEND:
In view of the limited profits by the Company, directors do not recommend any dividend
for the financial year ended on 31.03.2023.
RESERVES:
During the year under review, an amount of Rs. 204,990/- was transferred to the
reserves of the Company.
BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR/ STATE OF COMPANYS AFFAIR :
The company is engaged in the business of buying and selling movie rights. Revenue from
other services is recognized as and when such services are performed. Company is in
process of getting In-principle approval for revocation of suspension soon this year.
MANAGEMENTS DISCUSSION AND ANALYSIS :
A detailed review of operations and future outlook of the Company is covered which
forms part of this report.
CHANGE IN THE NATURE OF BUSINESS, IF ANY :
There was no Change in the business activity of the Company during the year.
SHARE CAPITAL
The Authorized Share Capital as on 31st March, 2023 was Rs. 3,00,00,000/- (Rupees Three
Crores Only) divided into 30,00,000 Equity Shares of Rs. 10/- each.
There has been no change in the Equity Share Capital of the Company during the
financial year 2022-23.
The Issued Share Capital as on 31st March, 2023 was Rs. 3,00,00,000/- (Rupees Three
Crores Only) divided into 30,00,000 Equity Shares of Rs. 10/- each.
REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES
During the financial year under review, your Company did not have any subsidiary,
associate and joint venture Company.
PUBLIC DEPOSITS
Your Company has not accepted any deposits within the meaning of Section 73 and 76 of
the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. The
question of non-compliance of the relevant provisions of the law relating to acceptance of
deposit does not arise.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (i) Directors
As of March 31, 2023, your Company had 4 Directors, which includes 2 Independent
Non-Executive Directors, 1 Executive Director, 1 Woman Director.
CHANGES IN THE BOARD OF DIRECTORS
During the Financial Year under review the Board of Directors had pursuant to the
provisions of Section 149, 150, 152 and 161(1) read with schedule IV of the Companies Act,
2013 (the Act) and Companies (Appointment and Qualification of Directors) Rules, 2014, and
Regulation 17 and other applicable provisions of SEBI (Listing Obligation and Disclosure
Requirements), 2015 (Listing Regulations) there was no new appointment or resignation
during the year.
The following personnel are the updated list of KMPs as per the definition under
Section 2(51) and Section 203 of the Act:
1. Mrs. Payal Doshi, Company Secretary;
2. Mr. Amit Ghosh, Chief Financial Officer; and
3. Mr. Anil Nate, Manager.
DECLARATION BY INDEPENDENT DIRECTORS :
The Company has received Declarations of Independence as stipulated under Section
149(7) of the Companies Act, 2013 from each of the Independent Directors confirming that
he/she is not disqualified from appointing/continuing as an Independent Director.
INDEPENDENT DIRECTORS MEETING :
Pursuant to Part VII of Schedule IV of the Companies Act, 2013 and provisions of
Regulation of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
the Independent Directors had separate meeting without attendance of Non-Independent
Directors during the year and have reviewed the performance of Non-Independent Directors
and the Board of Directors as a whole. The Independent Directors assessed the quality,
quantity and timeliness of information between the Company and the management and the
Board.
CEO / CFO CERTIFICATION :
As required by Regulation 17(8) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the CEO / CFO certificate for the financial year 2022-23
has been submitted to the Board and the copy thereof is contained in the Annual Report as
Annexure B.
ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEE AND
INDIVIDUAL DIRECTOR :
As per Rule 8(4) of the Companies (Accounts) Rules, 2014, the Board has also made the
formal evaluation of its own performance as well as the evaluation of working of Audit
Committee, Stakeholders Relationship Committee and Nomination & Remuneration
Committee. The Board has also evaluated performance of Independent Directors
NUMBER OF BOARD MEETINGS
During the financial year 2022-23, the Board of Directors of the Company met four (4)
times. The intervening gap between the two meetings was within the period as prescribed
under the Companies Act, 2013.
The Board meetings were held on 30th May, 2022, 12th August, 2022, 11th November, 2022,
13th February, 2023.
The frequency of board meetings and quorum at such meetings were in accordance with the
Companies Act, 2013 and the Securities and Exchanges Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and
compliances of Secretarial Standards-1 (SS1) on Meeting of the Board of Directors issued
by ICSI. The intervening gap between any two meetings was within the period prescribed by
the Companies Act, 2013, the Listing Regulations and SS-1.
BOARD COMMITTEE :
AUDIT COMMITTEE
The Audit Committee comprises as on 31st March, 2023 :
i) Kishor Nitin Gujale (Chairman & Non-Executive Independent Director)
ii) Anjali Shivaji Patil (Non-Executive Independent Director)
iii) Shilpa Shah (Non-executive Director)
The meetings were held on 30th May, 2022, 12th August, 2022, 11th November, 2022, 13th
February, 2023.During the year under review; all recommendations of the Audit Committee
were accepted by the Board.
NOMINATION AND REMUNERATION COMMITTEE :
The Nomination and Remuneration Committee is constituted pursuant to the provisions of
Section 178 of the Companies Act, 2013. Members of the Nomination and Remuneration
Committee possess sound expertise I knowledge / exposure.
The composition of Nomination and Remuneration Committee as on 31st March, 2023;
i) Kishor Nitin Gujale (Chairman & Non-Executive Independent Director)
ii) Anjali Shivaji Patil (Non-Executive Independent Director)
iii) Shilpa Shah (Non-executive Director)
Two meetings of the Nomination and Remuneration Committee were held during the
financial year 2022-23 on 12th August, 2022 and 13th February, 2023.
STAKEHOLDERS RELATIONSHIP COMMITTEE :
The Stakeholders Relationship Committee is constituted pursuant to the provisions of
Section 178 of the Companies Act, 2013. Members of the Stakeholders Relationship Committee
possess sound expertise I knowledge / exposure.
The composition of Stakeholders Relationship Committee as on 31st March, 2023;
i) Anjali Shivaji Patil (Chairman)
ii) Kishor Nitin Gujale (Non-Executive Independent Director)
iii) Shilpa Shah (Non-executive Director)
Two meetings of the Stakeholders Relationship Committee were held during the financial
year 2022-23 on 12th August, 2022 and 13th February, 2023.
ANNUAL RETURN:
The Extract of Annual Return is annexed to the Directors Report as Annexure C and
also uploaded on the website of the Company at url
https://revatiorganics.in/annual-report-2022- 23-extract-form-mgt-9/
DIRECTORS RESPONSIBILITY STATEMENT
To the best of our knowledge and belief and according to the information and
explanations obtained by us, we make the following statements in terms of Section
134(3)(c) of the Companies Act, 2013 and hereby confirm that :-
a. in the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures;
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 as at 31st March, 2023 and of the profit
of the Company for the year ended on that date;
c. the directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d. the directors 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.
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.
INTERNAL FINANCIAL CONTROLS AND RISK MANAGEMENT
The Company has in place adequate internal financial controls commensurate with nature
and size of the business activity and with reference to the financial statements. The
controls comprise of policies and procedures for ensuring orderly and efficient conduct of
the Companys business, including adherence to its policies, the safeguarding of its
assets, the prevention and detection of frauds and errors, the accuracy and completeness
of the accounting records and the timely preparation of reliable financial information.
According to the Directors of your Company, elements of risks that threaten the
existence of your Company are very minimal. Risk Control and Mitigation mechanisms are
tested for their effectiveness on regular intervals.
WHISTLE BLOWER POLICY :
The Company believes in the conduct of the affairs of its constituents in a fair and
transparent manner by adopting the highest standards of professionalism, honesty,
integrity and ethical conduct. The Company has a Whistle Blower policy under which
employees are free to report violations of the applicable laws and regulations and the
code of conduct. The Whistle Blower Policy is available on the website of the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
A. The requirements under Section 134(3)(m) of the Companies Act, 2013, read with Rule
8 of the Companies [Audit & Auditors] Rules, 2014 in so far as energy conservation,
technology absorption is not applicable to the Company.
B. Foreign Exchange earnings: NIL Foreign Exchange outgo: NIL
AUDITORS
STATUTORY AUDITOR
The Statutory Auditors, M/s Gonsalves & Associates, Chartered Accountants, (Firm
Registration Number: 103293W), were appointed for a period of five years at the annual
general meeting held on 29th September, 2020 on remuneration mutually agreed upon between
the Board of Directors and the Statutory Auditors. The Directors recommended that M/s
Gonsalves & Associates, Chartered Accountants, (Firm Registration Number: 103293W) the
Statutory Auditor of the Company were appointed in the 27th Annual General Meeting of the
company held on 29th September, 2020 from conclusion of the said meeting until the
conclusion of 32nd Annual General Meeting.
The Statutory Auditors have given a confirmation to the effect that they are eligible
to continue with their appointment and that they have not been disqualified in any manner
from continuing as Statutory Auditors.
STATUTORY AUDITORS REPORT
The observation of the Auditors in their report read with relevant notes on the
accounts, as annexed are self-explanatory and do not call for any further explanation
under section 134(3) (f)(i) of the Companies Act, 2013.
SECRETARIAL AUDITOR
Pursuant to the provisions of section 204 of the Companies Act, 2013 and Rules made
thereunder, the Company has appointed M/s Girish Murarka & Co., Company Secretaries in
Practice having membership No. 7036 to undertake Secretarial Audit of the Company.
SECRETARIAL AUDITORS REPORT
The Secretarial Audit RePort for the financial year 2022-23 as
issued by Secretarial Auditors, M/s Girish Murarka & Co., in the prescribed
Form MR-3 is annexed to this Report as Annexure E.
COST RECORDS: Provisions of Cost Record NOT applicable to the Company. SECRETARIAL
STANDARDS
The Directors state that all applicable Secretarial Standards have been duly followed
by the Company.
CODE OF CONDUCT
Companys Board has laid down a Code of Conduct for all the Board Members and Senior
Management Personnel of the Company. The Code of Conduct is available on the Companys
website-www.revatiorganics.in. All Board Members and Senior Management Personnel have
affirmed compliance with Code of Conduct for Board Members and Senior Management during
the financial year 2022-23. The declaration in this regard has been made by the Executive
Director which forms the part of this report as an Annexure F.
CORPORATE GOVERNANCE :
Corporate Governance provisions under SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015 specified in regulations from 17 to 27 and clause (b) to
(i) of sub-regulation (2) of regulation 46 and para C,D,E of Schedule V are not applicable
to the Company as paid up share capital of the Company does not exceed Rs. 10 Crores and
net worth of the Company does not exneed Rs P" Crores ;:is on 31st Mernh, POP3.
PREVENTION OF INSIDER TRADING :
The Company has adopted a code of conduct for Prevention of Insider Trading with a view
to regulate trading in securities by Directors and designated employees of the Company.
The Code of conduct require pre-disclosure for dealing in the Companys Shares and
prohibit the purchase or sale of Company shares by the Directors and the designated
employees while in possession of unpublished price sensitive information in relation to
the Company and during the period when trading windows is closed. The Board is responsible
for implementation of the Code. All Board Directors and the designated employees have
confirmed the compliance of the Code.
HUMAN RESOURCES DEVELOPMENT:
Many initiatives have been taken to support business through-out the organization
efficiently, process change support and various employee engagement program which has
helped the Organization to achieve higher productivity level. A significant effort has
also been undertaken to develop leadership as well as technical / functional capacities in
order to meet future talent requirement. The Companys HR process such as hiring and
on-boarding, fair and transparent performance evaluation, talent management process,
state-of-the-art workmen development process and market assigned policies have been seen
as benchmark practice in the Industry. The Employees are encouraged to express their views
and are empowered to work independently. The Employees are given the opportunity to learn
through various small project which make them look at initiatives from different
perspectives and thus provide them with the platform to become result oriented. The
Management of the Company enjoy cordial relation with its employees at all levels.
MEANS OF COMMUNICATION :
Quarterly results have been communicated to Bombay Stock Exchange limited where the
shares of the Companys is listed and the same has been published in Two Newspaper-Free
Press Journal (in English) and Nav Shakti(in Marathi) in terms of the requirement of
Listing Agreement.
ENHANCING SHAREHOLDERS VALUE :
Your Company believes that its members are among its most important stakeholders.
Accordingly, your Companys operations are committed to the pursuit of achieving high
level of operating performance and cost competitiveness, consolidating and building for
growth, enhancing the productive assets and resource base and nurturing overall corporate
reputation.
CASH FLOW STATEMENT:
In conformity with the clause 32 of the Listing Agreement, the Cash Flow Statement for
the year ended 31st March, 2023 annexed hereto.
MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE FINANCIAL YEAR END OF THE COMPANY TO DATE OF THIS
REPORT
Except as disclosed elsewhere in this report, no material changes and commitments which
could affect the Companys financial position have occurred between the end of the
financial year of the Company and date of this report.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY :
The Company has an internal control system commensurate with the size, scale and
complexity of its operations. The Internal Audit Department monitor and evaluate the
efficacy and adequacy of internal control system in the Company, its compliance with the
operating system, accounting policies and procedures of the Company. These are routinely
tested and certified by Statutory as well as Internal Auditors. The Significant audit
observations and the follow up action are reported to the Audit Committee.
PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES
The Company has not taken any new loan during the year. The company has not given any
Guarantees, made any Investments and provides any Securities which are covered under the
provisions of section 186 of the Companies Act, 2013.
PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES
All Related Party Transactions that were entered into during the financial year were on
an arms length basic and in the Ordinary Course of Business. The requirement of giving
particulars of contracts /arrangement made with related parties, inform AOC-2 are not
applicable for the year under review.
The Company has made the required disclosures in compliance with Indian Accounting
Standard on "Related Party Disclosures" in the Financial Statement for the
financial year 2022-23. The Related Party Transactions limit approved by the shareholders
of the Company in last AGM was not surpassed during the year.
DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS
PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014.
The particulars of remuneration paid to directors and employees and other related
information required to be disclosed under Section 197 (12) of the Companies Act, 2013 and
the Rules made thereunder are given in "Annexure A" to this Report.
DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE
2016 :
During the year under review, there were no applications made or proceedings pending in
the name of the Company under the Insolvency and Bankruptcy Code 2016.
DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION
WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS
During the year Company have not taken any loan from Bank or Financial Institutions. So
during the year under review, there has been no one time settlement of Loan taken from
Bank and Financials Institutions.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Company does not meet the criterias mentioned under Section 135 of Companies Act,
2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and
there is no requirement to constitute Corporate Social Responsibility Committee.
GENERAL DISCLOSURES
Your Directors 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
:
1. The Company has not bought back any of its securities during the year under review.
2. The Company has not issued any Sweat Equity Shares during the year under review.
3. No Bonus Shares were issued during the year under review.
4. The Company has not provided any Stock Option Scheme to the employees.
5. The Company has not issued any shares with differential rights.
6. The Company has not received any complaints under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has a
well-defined Prevention of Sexual Harassment at Workplace Policy.
7. There were no material changes and commitments affecting the financial position of
your Company between the end of the financial year and the date of this report.
8. Vigil Mechanism: Your Directors would like to inform that till now provisions of
establishment of Vigil Mechanism do not apply to the Company.
ACKNOWLEDGEMENT
Your Directors wish to thank Bankers, Government authorities and various stakeholders,
such as, shareholders, Registrar and Transfer Agents, customers and suppliers, among
others for their support and valuable guidance to the Company. Your Directors also wish to
place on record their appreciation for the committed services of all the Employees of the
Company.
For and on behalf of the Board of Directors
| Sd/- |
Sd/- |
| DIRECTOR |
DIRECTOR |
| MANISH SHAH |
SHILPA SHAH |
| DIN: 00434171 |
DIN: 02377431 |
+91-9892691696
