The Directors hereby present their Twentieth Annual Report on the performance of the Company together with the Audited Financial Statements for the Financial Year ('FY') ended March 31, 2024.
1. FINANCIAL RESULTS (Amount in Rs. Lakhs, except EPS)
|
|
Standalone Consolidated
|
Particulars
|
FY 2023-24 FY 2022-23 FY 2023-24 FY 2022-23
|
Revenue from Operations
|
1,64,605.04
|
1,34,830.12
|
1,72,062.35
|
1,39,275.86
|
Other Income
|
2,028.62
|
949.59
|
2,028.65
|
949.59
|
Total Income
|
1,66,633.66
|
1,35,779.71
|
1,74,091.00
|
1,40,225.45
|
Total Expenses
|
1,62,563.98
|
1,33,005.24
|
1,68,268.48
|
1,36,810.74
|
Profit before tax and exceptional items
|
4,069.68
|
2,774.47
|
5,822.52
|
3,414.71
|
Exceptional and Extraordinary Item
|
-
|
-
|
-
|
-
|
Tax Expense
|
997.40
|
689.83
|
997.40
|
689.83
|
Profit after Tax for the year
|
3,072.28
|
2084.64
|
4,825.12
|
2,724.88
|
Total Other Comprehensive Income for the year
|
(1.62)
|
0.82
|
(1.62)
|
0.82
|
Total Comprehensive Income for the year
|
3,070.66
|
2,085.46
|
4,823.50
|
2,725.70
|
Net Profit Attributable to Parent Company
|
-
|
-
|
4,404.56
|
2,460.21
|
Net Profit Attributable to Non-controlling Interest
|
-
|
-
|
418.94
|
265.49
|
Basic EPS (Rs. per share)
|
22.73
|
16.54
|
32.58
|
19.53
|
Diluted EPS (Rs. per share)
|
22.21
|
16.54
|
31.85
|
19.53
|
2. STATE OF COMPANY'S AFFAIRS
On a standalone basis, revenue from operations for FY 2023-24 was Rs. 1,64,605.04 lakhs, compared to corresponding previous year's revenue from operations which was Rs. 1,34,830.12 Lakhs. Total revenue was Rs. 1,66,633.66 lakhs in comparison to corresponding previous year's total revenue of Rs. 1,35,779.71 lakhs. The profit after tax (PAT) for FY 2023-24 and FY 2022-23 was Rs. 3,072.28 lakhs and Rs. 2,084.64 lakhs respectively.
On a consolidated basis, revenue from operations for FY 2023-24 was Rs. 1,72,062.35 lakhs, compared to corresponding previous year's revenue from operations which was Rs. 1,37,622.23 Lakhs. Total revenue was Rs. 1,39,275.86 lakhs in comparison to corresponding previous year's total revenue of Rs. 1,40,225.45 lakhs. The profit after tax (PAT) for FY 2023-24 and FY 2022-23 was Rs. 4,825.12 lakhs and Rs. 2,724.88 lakhs respectively.
3. DIVIDEND
During the reviewed period, the Company paid out dividends to all shareholders at a rate of 5% (Re. 50 paisa) per share based on the face value for the financial year ending on March 31, 2023. This dividend was approved by the Company's members during the Annual General Meeting held on September 25, 2023.
Additionally, recognizing the Company's financial growth and its positive future outlook, the Board of Directors, in their meeting on May 16, 2024, proposed a final dividend of 5% per share on the face value for the financial year ending on March 31, 2024. This proposal will be presented to the Members for approval at the upcoming Annual General Meeting for the financial year ending on March 31, 2024.
4. DIVIDEND DISTRIBUTION POLICY
In accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"), the Board of Directors of the Company has adopted a Dividend Distribution Policy ("Policy") which endeavors for fairness, consistency and sustainability while distributing profits to the shareholders. The Policy can be accessed on the website of the Company at www.creativenewtech.com.
5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
The provisions of Section 125(2) of the Companies Act, 2013, do not apply as there was no dividend which were unclaimed or unpaid since last seven years.
6. TRANSFER TO GENERAL RESERVE
The whole profit after tax has been transferred to reserves and surplus - other equity.
7. SHARE CAPITAL
A. Authorised Share Capital:
During the year, Authorized Share Capital of the Company increased from Rs. 14,00,00,000/- (Rupees Fourteen Crore Only) divided into 1,40,00,000 (One Crore and Forty Lakh) Equity Shares of Rs. 10/- (Rupees Ten Only) each to Rs. 20,00,00,000/- (Rupees Twenty Crore Only) divided into 2,00,00,000 (Two Crore) Equity Shares of Rs. 10/- (Rupees Ten Only) each vide Ordinary Resolution passed by the Members of the Company at Extra Ordinary General Meeting on July 12, 2023.
B. Issued and Paid up Share Capital and Warrants:
i. On August 14, 2023, Company has issued and allotted 5,80,000 Equity shares having face value of Rs. 10/- each to Sapri Trading DWC LLC via preferential allotment upon Swap of Shares.
ii. On August 14, 2023, Company has issued and allotted 8,68,850 Equity shares having value of Rs. 10/-each via preferential allotment.
iii. On August 14, 2023, Company has issued 9,10,500 Fully convertible warrants to Promoters and Nonpromoters via preferential allotment.
iv. On August 14, 2023, Company has converted 5,000 warrants into the Equity Shares of the company being 100% funds received by warrant holders.
v. On February 13, 2024, Company has converted 2,500 warrants into the Equity Shares of the company being 100% funds received by warrant holders.
vi. On March 18, 2024, Company has issued and allotted 57,325 Equity shares having face value of Rs. 10 each to Mr. Vithalbhai Devjibhai Patel via preferential allotment upon Swap of Shares.
In summary, Paid up share capital on April 01, 2023 was Rs. 12,60,00,000 divided into 1,26,00,000 Equity shares of Rs. 10 each. After considering all the above-mentioned allotment and conversions during the year, the paid up share capital of the Company on March 31, 2024 stands at Rs. 14,11,36,750 divided into 1,41,13,675 Equity shares of Rs. 10 each. Further, Company has 9,03,000 Fully convertible warrants balance to be converted by February 13, 2025.
8. DEPOSITORY SYSTEM
The Company has established agreements with both the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) to facilitate shareholders in maintaining shares in dematerialized form. Additionally, the Company extends the convenience of concurrent dematerialization for physical shares submitted for transfer.
The Board consists of Executive and Non-executive Directors including Independent Directors along with Key Managerial Personnel who have vast experience in the core business activity of the Company. The composition of the Board is in consonance with Corporate Governance norm specified in the SEBI Regulations with the Stock Exchange.
During the year there have been no change in directorship of the Company.
Pursuant to the recommendations of the Nomination and Remuneration Committee ('NRC'), the Board of Directors are proposing following reappointment of Executive and Independent Directors in the meeting held on May 16, 2024, in accordance with the Company's Articles of Association and Section 149, 161(1) and Section 196 of the Act, subject to approval of shareholders in the upcoming general meeting:
i. Re-appointment of Mr. Vijay Kimatrai Advani (DIN 02009626) as a Whole-time Director of the Company for a period of 5 (five) consecutive years effective from April 01, 2025.
ii. Re-appointment of Mr. Kurian Pallathuseril Chandy (DIN 00855226) as a Non-Executive Independent Director of the Company for a second term of 5(five) consecutive years effective from February 01, 2025.
iii. Re-appointment of Prof. Suresh Bhagavatula (DIN 07475476) as a Non-Executive Independent Director of the Company for a second term of 5(five) consecutive years effective from October 10, 2024.
In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Ketan Chhaganlal Patel (DIN 00127633) Chairman and Managing Director of the Company, retires by rotation at the ensuing AGM and being eligible, has offered herself for re-appointment.
Further, during the year under review, there is no change in the key managerial personnel of the Company and Mr. Tejas Doshi, Chief Compliance Officer and Company Secretary and Mr. Abhijit Kanvinde, Chief Financial Officer are key managerial personnel of the Company.
Remuneration paid to Executive Directors & KMPs are as follows:
|
Sr.
No.
|
Name of Director/KMP
Designation
|
Education
Qualification
|
Gross Remuneration Paid per annum for FY 2023-24
|
Proposed Gross Remuneration Paid per annum for FY 2024-25
|
1.
|
Mr. Ketan Patel
Chairman and Managing Director
|
Diploma in Computer Technology
|
80.96
|
104.10
|
2.
|
Mrs. Purvi Patel
Whole-time Director
|
Diploma in Pharmacy
|
46.83
|
69.14
|
3.
|
Mr. Vijay Advani
Whole-time Director
|
B. Com
|
50.28
|
59.30
|
4.
|
Mr. Abhijit Kanvinde
Chief Financial Officer
|
CA, Diploma in Marketing Management, B. Com
|
37.36
|
49.31
|
5.
|
Mr. Tejas Doshi
Chief Compliance Officer and Company Secretary
|
MBA - Finance (UK), CS, LL.B, B.Com
|
23.90
|
33.00
|
Total
|
239.33
|
314.85
|
In terms of Section 149 of the Act, Mr. Kurian Chandy, Mr. Suresh Bhagavatula, Mr. Mihir Shah and Ms. Prachi Jain are the Independent Directors of the Company. The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and are independent of the management. In terms of Regulation 25(8) of the SEBI Listing Regulations, they have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.
The Board of Directors of the Company has taken on record the declaration and confirmation submitted by the Independent Directors. Independent Directors are not liable to retire by rotation in terms of Section 149(13) of the Act. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the fields of science and technology, banking, treasury operations, risk management, legal, digitalization, strategy, finance, governance, human resources, safety, sustainability, etc. and that they hold highest standards of integrity.
The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors' Databank maintained with the Indian Institute of Corporate Affairs ('IICA') in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.
The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the fields of banking, finance, treasury operations, risk management, legal, information technology, strategy, governance, human resources, safety, sustainability, etc. and that they hold highest standards of integrity.
Details of Familiarisation Programme for the Independent Directors can be accessed on the website of the Company at www.creativenewtech.com.
10. DISCLOSURES RELATED TO BOARD MEETINGS AND COMMITTEES OF THE BOARD BOARD OF DIRECTORS
During the year under review, 7 (seven) Board Meetings were held, details of which are provided in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
AUDIT COMMITTEE
As on March 31, 2024, the Audit Committee comprised of 4 (four) Members and all of them are Independent Directors of the Company. During the year, Four Meetings of Audit Committee were convened and held and details of which are given in the Corporate Governance Report. Your directors ensures that Audit Committee meets regularly to review reports, including significant audit observations and follow-up actions thereon. During the year under review, there were no instances when the recommendations of the Audit Committee were not accepted by the Board.
NOMINATION AND REMUNERATION COMMITTEE
As of March 31, 2024, the Nomination and Remuneration Committee consisted of four members, all of whom are Independent Directors of the Company. During the year, one meeting of the Nomination and Remuneration Committee was held, with the details provided in the Corporate Governance Report. The Directors ensure that the Company adheres to a Policy on the Remuneration of Directors and Senior Management Employees. This policy is approved by both the Nomination & Remuneration Committee and the Board. The primary goal of the policy is to ensure that the level and structure of remuneration are fair, adequate, and designed to attract, retain, and motivate Directors, Key Managerial Personnel (KMP), and Senior Management employees.
The policy of the Company on Director's appointment and remuneration is uploaded on to the Company's website and the same is available at http://creativenewtech.com/
STAKEHOLDERS' RELATIONSHIP COMMITTEE
As of March 31, 2024, the Stakeholders' Relationship Committee consisted of four members, all of whom are Independent Directors of the Company. During the year, One Meeting of Stakeholders' Relationship Committee was convened and held and details of which are given in the Corporate Governance Report. The role of the Committee is explained in detail in the Corporate Governance Report enclosed herewith. During the year, under review, Company has complied with all compliances as mandated by various government authorities and Company has not received any complaint from its Investor or shareholders or any individuals.
RISK MANAGEMENT COMMITTEE:
As of March 31, 2024, the Risk Management Committee consisted of four members, out of which two are executive directors, one is CFO and one is Independent Director. During the year, the committee held four meetings to identify, evaluate, and prioritize potential risks, ensuring the implementation of effective mitigation strategies. The committee also reviewed and updated the Company's risk management framework, ensuring alignment with evolving business dynamics and regulatory requirements. Through these efforts, the Risk Management Committee has played a crucial role in safeguarding the Company's assets, reputation, and long-term growth.
11. PERFORMANCE EVALUATION
The Board evaluated the effectiveness of its functioning, that of the Committees and of individual directors for FY 2023-24 pursuant to the provisions of the Act and Regulation 17(10) of the SEBI LODR Regulations. The evaluation was carried out based on the guidance note on Board Evaluation issued by the Securities and Exchange Board of India.
With a view to maintain high level of confidentiality and ease of doing evaluation, the exercise was carried out through a structured questionnaire. Each Board member filled up the evaluation template on the functioning and overall level of engagement of the Board and its Committees, on parameters such as composition, execution of specific duties, quality, quantity and timeliness of flow of information, deliberations at the meeting, independence of judgement, decision-making, management actions etc. The evaluation templates were structured considering the amendments made under the SEBI LODR Regulations. The Directors were also asked to provide their valuable feedback and suggestions on the overall functioning of the Board and its committees and the areas of improvement.
The Independent Directors also conducted a separate virtual meeting on February 13, 2024, without the participation of any other Director or Key Managerial Personnel, wherein the performance of the Non-Independent Directors, the Board as a whole and the Chairman of the Company was evaluated. The Independent Directors were satisfied with the overall functioning of the Board, its various committees and with the performance of other Non-Executive and Executive Directors. They also appreciated the exemplary leadership of Chairman of the Board in upholding and following the highest values and standards of corporate governance.
On the whole, the Board expressed its satisfaction with the evaluation process, which reflects highest degree of engagement of the Board and its Committees with the Management.
12. STATUTORY AUDITORS
As per Section 139 of the Act read with the Companies (Audit and Auditors) Rule, 2014, the members of the Company in its 15th Annual General Meeting held on 23rd September, 2019, approved the appointment of M/s Gupta Raj & Co., Chartered Accountants (ICAI Registration No.001687N) as the Statutory Auditors of the Company for a period of 5 years from the conclusion of 15th Annual General Meeting till the conclusion of 20th Annual General Meeting of the Company. Since the abovesaid term of Auditor is ending with the upcoming Annual General Meeting, Board of Directors have approved and proposed the approval of shareholders for reappointment of Statutory Auditor for another period of 5 years from the conclusion of this Annual General
The Standalone and Consolidated Statutory Auditors' Report for the financial year ended March 31, 2024 does not contain any qualification, adverse remark or reservation and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Act.
There were no instances of fraud reported by the Statutory Auditors during FY 2023-24 in terms of Section 134 of the Act read with the Companies (Audit and Auditors) Rules, 2014.
13. SECRETARIAL AUDITORS
In terms of the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company has appointed M/s. Satyajit Mishra & Co, Company Secretary in Practice (FCS No. 5759, C P No. 4997) as the Secretarial Auditors for conducting Secretarial Audit of the Company for the financial year ended March 31, 2024.
The Secretarial Auditors' Report does not contain any qualification.
The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and Annual General Meetings as notified under Section 118 of the Act.
14. MAINTAINENCE OF COST RECORDS
The Company is not required to maintain cost records pursuant to Section 148 of the Act read with Companies (Cost Records and Audit) Rules, 2014.
15. PARTICULARS OF LOAN, GUARANTEE AND INVESTMENTS
Elaboration on loans, guarantees issued, and investments made in accordance with Section 186 of the Companies Act, as supplemented by the Companies (Meetings of Board and its Powers) Rules, 2014, as of March 31, 2024, is presented within the Notes accompanying the Standalone Financial Statements of the Company. Notably, no guarantees were extended by the Company during the assessed year.
16. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There were no significant or material orders passed by any Regulatory Authority, Court or Tribunal which shall impact the going concern status and Company's operations in future during the financial year.
17. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were in the ordinary course of the business and on an arm's length basis. The Company has not entered into material contracts or arrangements or transactions with related parties in accordance with Section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 and SEBI Listing Regulations.
There were no materially significant Related Party Transactions made by the Company during the year that would have required shareholders' approval under the SEBI Listing Regulations. The Related Party Transactions are placed before the Audit Committee for prior approval, as required under applicable law. Only those members of the Audit Committee who were Independent Directors approved the same. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis,
specifying the nature and value of the transactions. The Internal Auditors and Statutory Auditors of the company also confirm compliance of Related Party Transactions at quarterly Audit Committee meeting(s) of the Company.
The Company has adopted a policy on materiality of Related Party Transactions. The policy as approved by the Audit Committee and the Board of Directors is uploaded on the website of the Company www. creativenewtech.com.
The disclosures on Related Party Transactions pursuant to Regulation 34(3) of SEBI Listing Regulations read with Schedule V thereto are set out in Notes of the Standalone and Consolidated financial statements of the Company.
The Form AOC-2 envisages disclosure of material contracts or arrangements or transactions at arm's length basis. The details of the material related party transactions on-going and entered during FY 2024, as per the Policy on dealing with related parties adopted by the Company and regulatory requirements are disclosed in 'Annexure - A' to this Report.
18. MANAGEMENT DISCUSSION AND ANALYSIS
A Management Discussion and Analysis as required under the Regulation, 2015 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulation is annexed herewith as 'Annexure - B' and forms part of the Boards' Report.
19. Secretarial Audit Report
The report of the Secretarial Auditor is attached as 'Annexure - C' to this report in Form MR-3
20. CORPORATE GOVERNANCE
A separate report on Corporate Governance is provided together with the Certificate from the Practicing Company Secretary confirming compliance of conditions of Corporate Governance as stipulated under the SEBI Listing Regulations is attached separately as 'Annexure - D' and forms part of this Annual Report.
21. SUBSIDIARY COMPANIES
As on March 31, 2024, your Company has 3 Subsidiary Companies, Two are based at Hong Kong, namely Creative Peripherals and Distribution Limited (100% wholly owned Subsidiary) and Secure Connection Limited (77.50 % Investment) and One is based at India, namely Creative eCommerce Ventures Private Limited (100% wholly owned Subsidiary).
A statement containing salient features of the subsidiary in the prescribed format of (Form AOC-1) is annexed and marked as 'Annexure - E'.
22. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR):
As of March 31, 2024, the CSR Committee consisted of four members, out of which two are executive directors, and one is Independent Director. During the year under review, 1 (one) meetings of the CSR Committee was held, details of which are provided in the Corporate Governance Report. The CSR Policy is available on the website of the Company at www.creativenewtech.com. During the year under review, there were no instances when the recommendations of the CSR Committee were not accepted by the Board. The brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR
activities during the year are set out in 'Annexure - F of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.
23. INTERNAL FINANCIAL CONTROLS RELATED TO THE FINANCIAL STATEMENTS
The Company had adequate Internal Financial Controls (IFC) which is commensurate to the size and business of the Company and is designed to provide reliable financial information. It provides reasonable assurance with respect to preparation of financial statements in compliance with the Acts, Rules, and Regulations as applicable including Indian Accounting Standards and also reliability of financial reporting. The controls also provide assurance that the expenditures are made in accordance with the authority given to the management of the Company duly approved by the Directors of the Company.
These controls are reviewed by the management and key areas are subject to various statutory, internal and operational audits based on periodic risk assessment. The findings of the audits are discussed with the management and key findings are presented before the Audit Committee and Board of Directors for review of actionable items. The review of the IFC, inter-alia, consists of the three components of internal controls, viz., Entity level controls, Key financial reporting controls and Internal controls in operational areas.
In addition, the Internal Auditor monitors and evaluates the efficiency and adequacy of the internal control system in the Company, its compliance with operating systems, accounting and procurement procedures and respective policies. Periodical control report on the same is presented and discussed with the Audit Committee.
Conscious efforts are in place on a continuous basis to ensure that all the assets are safeguarded and protected against loss from unauthorized use and disposal and that all transactions are authorized, recorded and financial statements show a true and fair picture of the state of affairs of the Company. Compliance is in place as regards to applicable statutory and regulatory requirements.
The internal control systems of the Company are monitored and evaluated by Internal and Statutory Auditors and reviewed by Management. Internal Auditors of the Company independently reports key findings on the internal control systems to the Audit Committee.
24. VIGIL MECHANISM
Pursuant to the provisions of the Act and SEBI Listing Regulations, the Company has in place Whistle Blower Policy to encourage all employees or any other person dealing with the Company to disclose any wrong doing that may adversely impact the Company, the Company's customers, shareholders, employees, investors or the public at large. This policy, inter-alia, also sets forth:
i. Procedures for reporting of questionable auditing accounting, internal control and unjust enrichment matters
ii. Reporting instances of leak or suspected leak of Unpublished Price Sensitive Information and;
iii. An investigative process of reported acts of wrong doing and retaliation from employees, inter-alia, on a confidential and anonymous basis.
The Company remains steadfast in its commitment to uphold the utmost ethical, moral, and legal standards in its business operations. The Vigil Mechanism Policy, which encapsulates these principles, is accessible on the Company's official website at www.creativenewtech.com
Throughout the reviewed year, there were no instances of complaints filed by any Company employee, nor were any issues reported to the Chairman of the Audit Committee pursuant to the Company's Vigil Mechanism and Whistleblower Policy.
25. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with requirements, inter-alia, of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainee) are covered under this policy.
During FY 2023-24, no case of sexual harassment has been reported.
26. CONSERVATION OF ENERGY and TECHNOLOGY ABSORPTION:
The information pertaining to conservation of energy and technology absorption as required under the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 is given hereunder:
A. Conservation of energy
Your Company is primarily engaged in Marketing and Trading activities and has not consumed energy of any significant level and hence no additional investment is required to be made for reduction of energy consumption. However, the Company will continue with its efforts to conserve the energy.
B. Technology absorption
The Company's operations do not require significant absorption of technology.
27. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:
a. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;
b. they 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 and of the profit of the Company for that period;
c. they 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. they have prepared the annual accounts on a going concern basis;
e. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;
f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively;
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, includingtheauditofinternalfinancialcontrolsoverfinancialreportingbythestatutoryauditorsandthereviews performed by management and the relevant board committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during FY 2023-24.
28. MATERIAL CHANGES BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT
No material changes have taken Place affecting the financial position of the Company from the date of closure of financial year till the date of signing of this report.
29. ANNUAL RETURN
In accordance with Section 134 (3) (a) and as provided under subsection (3) of Section 92 of the Companies Act, 2013, the Annual Return as on March 31, 2024 is available on the Company's website on www.creativenewtech. com
30. DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.
31. HUMAN RESOURCES
Your Company continues to be assured by competence and commitment of the people.
The working climate of your Company continues to remain harmonious with focus on improving Productivity, Quality and Safety. Health and Safety of the employees and its associates we work with remains as our paramount importance. Your Company ensures that operations are carried out as per the safety guidelines and procedures in place which are regularly updated. The Company has 350 employees as on March 31, 2024.
We believe that success of Company depends on the talent and dedication of our employees and we strive to attract, hire, develop and retain outstanding employees. In view of this, we have laid down a comprehensive set of policies aiming at attracting, retaining and motivating employees. We believe significant benefits are realized from having a strong and seasoned management team with many years of experience in technology distribution and related industries. We consider relations with our employees to be good.
Efforts are continuously made to strengthen organizational culture in order to attract and retain best talent in the industry. The Board appreciates the commitment and support of the employees and look forward to their continued support.
32. OTHER DISCLOSURES
Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions for the same during the year under review:
i. the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as on March 31, 2024.
ii. the details of difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.
iii. No disclosure is required under Section 62(1)(b) of the Act in respect of Employee Stock Option Scheme as the provisions of the said section read with Rules made thereunder are not applicable.
iv. No disclosure is required under Section 67(3)(c) of the Act in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said section are not applicable.
33. GREEN INITIATIVE
The Ministry of Corporate Affairs ('MCA') has taken a Green Initiative in Corporate Governance by permitting electronic mode for service of documents to Members after considering relevant provisions of the Information Technology Act, 2000 and Act and Rules made thereunder.
Pursuant to provisions of Act, service of documents to Members can be made by electronic mode on the
email address provided for the purpose of communication. If a Member has not registered an email address, other permitted modes of service would continue to be applicable.
Your Company sincerely appreciates members who have contributed towards furtherance of Green Initiative. We further appeal to other Members to contribute towards furtherance of Green Initiative by opting for electronic communication.
Members who have not provided their email address will continue to receive communications, dissemination, notice(s), documents etc. via permitted mode of service of documents. Further, the Members who request for physical copies, will be provided the same.
34. ACKNOWLEDGEMENT
The Board of Directors extends heartfelt gratitude to our Vendors, Customers, Bankers, the National Stock Exchange, Registrar and Transfer Agent, Merchant Bankers, Depositories, Central and State Governments along with their departments, and local authorities for their unwavering guidance, support, and cooperation. The Company's success is deeply rooted in a culture of professionalism, creativity, integrity, and continuous improvement across all functions. Efficient utilization of our resources has been key to driving sustainable and profitable growth, and we credit our achievements to the collective efforts of all those involved.
To our valued Shareholders, we express our sincere appreciation for the trust and confidence you have consistently placed in us.
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