The Directors have the pleasure in presenting the 66th Annual Report on the Business and Operations of your Company and the Audited Financial Statements for the year ended 31st March, 2024.
FINANCIAL HIGHLIGHTS
1. FINANCIAL RESULTS
The Company's financial performance for the year ended March 31, 2024 is summarized below.
Particular
|
2023-24 (Amt in INR)
|
2022-2023 (Amt in INR)
|
Total Income
|
2,616,463
|
14,09,000
|
Depreciation
|
1,32,536
|
1,32,900
|
Other Expenses
|
11,27,828
|
23,51,692
|
Total Expenses
|
17,19,464
|
59,72,592
|
Profit before Tax
|
869,999
|
(45,64,000)
|
Tax Expense:
|
(14,000)
|
-
|
Profit after Tax
|
9,10,677
|
(45,63,132)
|
2. STATE OF COMPANY'S AFFAIRS
As a part of diversification plan, the management has enter into the business of trading for all kinds of crops, Grains, pulses, spices, dry fruits, other edible products, plantation of trees of all types and production of all kinds of organic food products, fruits, vegetables, dairy, forestry, agricultural, horticulture, tea, coffee, rubber, mineral, cotton, silk, cereals, cotton - silk, vetiveria, wood, lac culture, timber, fuel, floriculture, bee keeping, fodder raising, seeding and manufacturing, trading, processing of agriculture products and allied activities. In order to implement the same, approval of the shareholders had been accorded by way of special resolution at the 65th Annual General Meeting of the Company, held on 30th September, 2023.
In the financial year 2023-2024, the Company has earned a profit of INR. 869,999/- on standalone basis as compared to loss of INR. 45,64,000/- during the previous financial year 2022-2023.
3. CHANGE IN NATURE OF BUSINESS, IF ANY
Earlier, the Company was dealing with trading and distribution of steel chains & chemicals and during the reporting period, the Company changed the nature of business and is now dealing with trading for all kinds of crops, Grains, pulses, spices, dry fruits, other edible products. The Company had Change its
Object Clause which is approved by Shareholder of the Companys as on 65th AGM held on 30th September,2023.
4. SHARE CAPITAL
During the Financial Year 2023-2024
a) The Company has not issued any equity shares with differential rights.
b) The Company has not issued any Sweat Equity Shares.
c) Issue of Employee Stock Options: The Company has not issued any Employee Stock Options.
d) The Company has not raised any Funds in any manner.
The Board of Directors at their meeting held on 04th September, 2023 had approved the sub-division of equity shares, further approved by the shareholders at the 65th Annual General Meeting, such that equity shares having face value of Rs. 100/- (Rupees Hundred only) fully paid-up, have been sub¬ divided into equity shares having face value of Rs. 10/- (Rupees Ten only) each, fully paid-up, ranking paripassu with each other in all respects, the record date for the same was fixed as 03-01-2024. With effect from the aforesaid record date, the face value of the shares (issued, subscribed & paid up) has been be INR. 10/- each. New ISIN INE359D01024 has been allotted to the Company for shares having face value Rs. 10/-.
5. DIVIDEND
The Board of Directors does not propose to declare any Dividend for the Financial Year 2023-24.
6. TRANSFER TO RESERVE
No amounts were transferred to any reserves.
7. NUMBER OF MEETINGS OF THE BOARD
During the financial year ended 31st March 2024, Six (06) Meeting of the Board of Director were held. Dates of the meetings - 30.05.2023, 14.08.2023, 04.09.2023, 11.11.2023, 14.02.2023, 14.03.2024.
Sr.
|
Name of Director
|
Number of Meeting during the financial year
|
No
|
|
2023-2024
|
|
|
Entitled to attend
|
Attend
|
1.
|
Mr. Vishal Thakkar
|
6
|
6
|
2.
|
Mrs. Bhavika Thakkar
|
6
|
6
|
3.
|
Mr. Nagesh Tiwari
|
1
|
1
|
4.
|
Mr. Balkrishna Jhunjhunwala
|
1
|
1
|
5.
|
Mr. Ashok Jain
|
5
|
5
|
8. DIRECTORS' RESPONSIBILITY STATEMENT
Based on the the framework of internal financial control and Compliance system established and maintained by the Company, work performed by the respective auditors and audit of internal financial
control over financial reporting by the Statutory Auditor and the reviews performed by the management / Board. The Board is of the opinion that the Company's internal financial control were adequate and effective during the financial year ended 31st March 2024.
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 the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) The Directors had 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 and loss of the company for that period;
(c) The Directors had 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 had prepared the annual accounts on a going concern basis; and
(e) The Directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
9. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT;]
There is no reporting made by the Auditor of the Company's, with respect to the Fraud for the financial year 2023-2024.
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Following changes have taken place in the Board of Director's and KMP's of the Company during the reporting financial year:
? APPOINTMENTS:
• Mr. Vishal Thakkar (DIN 09798551) and Mrs. Bhavika Thakkar (DIN 09854905) had been appointed as additional Directors w.e.f. 06.02.2023 by the Board of Directors in terms of Section 161 of the Companies Act, 2013 to hold the office till 65th Annual General Meeting. Further, Mr. Vishal Thakkar (DIN 09798551) has also been designated as Managing Director and Chief
Financial Officer W.e.f May 30th 2023 for the tenure of three years till 29th May 2026 by the Board and Shareholders respectively.
• Mr. Ashok Jain (DIN. 08470448) was appointed as Additional (Non-Executive) Independent Director in terms of section 149, 150, 152, 161 other applicable provision if any, of the Companies Act, 2013 the appointments of Mr. Ashok Jain as Independent Director for a term of five year commencing from 11th August, 2023 upto 10th August, 2028 by the Board and Shareholder's.
• Post closure of financial year, Mr. Jaynish Kothari (DIN -00281312) was appointed as Additional Non-Executive Independent Director at the Board Meeting held on 24th June 2024, as per the section 149, 150, 152, 161,197 and other applicable provisions of the Companies Act, 2013 the appointment of Mr. Jaynish Kothari as Independent Director for the term of 5 (Five) years, commencing from 24th June, 2024 upto 23rd June, 2029 subject to approval of Shareholders.
? CESSASIONS:
• Mr. Nagesh Tiwari (DIN 08177098) resigned as Non-Executive Independent Director in terms of w.e.f 31.05.2023
• Mr. Balkrishna Jhunjhunwala (DIN 00776395) resigned as Non-Executive Independent Director in terms of w.e.f 31.05.2023.
? UPCOMING APPOINTMENTS AT THE AGM
• The Board proposes to the shareholders for the appointement of Mr. Jaynish Kothari (DIN - 00281312) was has been appointed as Additional (Non-Executive) Independent Director in terms of section 149, 161 of the Companies Act, 2013 for the term of 5 (Five) financial years, at the upcoming Annual General Meeting.
• The Board proposes for the appointements of Mrs. Bhavika Thakkar (DIN:09854905), who is liable to retire by rotation at the 66th Annual General Meeting of the Company and being eligible, she has offered herself for re- appointments. The Board recommends her re-appointment to the member of the Company.
11. BOARD INDEPENDENCE
The Company has received necessary declaration from Mr. Ashok Jain and Mr. Jaynish Kotahri w.e.f 24th June, 2024 (appointed post closure of reporting period) Independent Directors of the Company under Section 149(7) of the Companies Act, 2013. Further, the Independent Directors meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1 )(b) SEBI (LODR) Regulations, 2015.
The Independent Directors of the Company have held their meeting during the year on 04th May, 2023 without the presence of Non-Independent Directors and members of the management to review the performance of Non- Independent Directors and the Board of Directors as a whole. All the Independent Directors were present in the meeting.
12. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
In view of the changes in the Companies Act, the Company has taken additional measures to strengthen its internal control systems. Additional measures in this regard are fraud risk assessment, mandatory leave for employees, strengthening background verification process of new joiners, whistle blower policy and strengthening the process of risk management. The Company maintains a system of internal controls designed to provide a high degree of assurance regarding the effectiveness and efficiency of operations, the adequacy of safeguards for assets, the reliability of financial controls, and compliance with applicable laws and regulations.
The organization is well structured and the policy guidelines are well documented with pre-defined authority. The Company has also implemented suitable controls to ensure that all resources are utilized optimally, financial transactions are reported with accuracy and there is strict adherence to applicable laws and regulations.
The Company has put in place adequate systems to ensure that assets are safeguarded against loss from unauthorized use or disposition and that transactions are authorized, recorded and reported. The Company also has an exhaustive budgetary control system to monitor all expenditures against approved budgets on an ongoing basis.
Recognizing the important role of internal scrutiny, the Company has an internal audit function which is empowered to examine the adequacy of, and compliance with, policies, plans and statutory requirements. It is also responsible for assessing and improving the effectiveness of risk management, control and governance process.
Periodical audit and verification of the systems enables the various business groups to plug any shortcomings in time. As stated earlier the Company has improved effectiveness of the risk management process wherein it evaluates the Company's risk management system and suggests improvement in strengthening risk mitigation measures for all key operations, controls and governance process. In addition, the top management and the Audit committee of the Board periodically review the findings and ensure corrective measures are taken.
13. RISK MANAGEMENT
The Board of the Company has formed a risk management policy to frame, implement and monitor the risk management plan for the Company. The Board of Directors are responsible for reviewing the risk management plan and ensuring its effectiveness. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.
In the opinion of Board the rising costs and changing government policies and regulations are the key risk factors that may threaten the existence of the company.
14. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT 2013
During the year under the review, the Company has not given any gurantee to any party as provided under Section 186 of the Companies Act, 2013. The details of investments made and loans granted by the Company are provided in note 4 to the financial statements. Post closure of financial year, the Company has sought an increase for loans and investments as per the limits prescribed under section 186 of the Companies Act, 2013 and have accorded approval by deemed to be dated June 09, 2024.
15. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
There are no contracts/ arrangements/ transaction made by the Company during the financial year 2023-2024, with related parties as specified under Section 188 of the Companies Act, 2013.
16. STATEMENT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES.
The Company does not have any Subsidiary, Associate and Joint Ventures.
17. OTHER MATTERS AS PER RULE 8(5) OF COMPANIES (ACCOUNTS) RULES, 2014
> Subsidiaries, Joint Ventures or Associate Companies: During the financial year no Companies
became/ ceased to be Company's Subsidiaries, Joint Ventures or Associate Companies
> During the year under review, there were no instance of one-time settlement with banks or
financial institutions and hence the differences in valuation as enumerated under Rule 8(5) (xii) of Companies (Accounts) Rules, 2014, as amended, do not arise.
> During the financial year the Company has not accepted any deposits, not renewed any deposit or
made any default in repayment of any deposits.
18. BORROWINGS FROM DIRECTORS
The Company has borrowed certain funds a Director and had managed repayment of the same during the reporting period. Details of the same are available in Note No. 21 to the financial statements.
19. BOARD EVALUATION
The Board of Director has carried out an annual evaluation of its own performances, Board Committees and Individual Director pursuant to section 178(2) of the companies Act 2013.
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 composition of Board and its structure, effectiveness of board processes, information and functioning, etc.
The performance of the Committees were evaluated by the Board after seeking inputs from the members of the Committees on the basis of the criteria such as the composition of committees, effectiveness of meetings of the Committees, etc.
The Board and the Nomination and Remuneration Committee ("NRC") 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
The Independent Directors in their meeting, evaluated the performance of non-independent directors, the Board as a whole and performance of the Chairman after taking into account the views of Executive Directors and Non-Executive Directors. The same was also reviewed and discussed in the board meeting that followed the meeting of the independent Directors.
20. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS
In terms of Section 178 of the Companies Act, 2013 the policy on Nomination and Remuneration of Directors, Key Managerial Personnel (KMP), Senior Management and other employees of the Company has been formulated by the Nomination and Remuneration Committee of the Company and approved by the Board of Directors. This policy acts as a guideline for determining, inter-alia, qualifications, positive attributes and independence of a Directors, matter relating to the remunerations, appointment, removal and evaluation of performance of the Directors, Key Managerial Personnel, Senior Management and other employees.
21. ORDERS PASSED BY REGULATORY AUTHORITY
During the Financial Year under review, there were no material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.
22. VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The contents of this policy are in line with the provisions of the Section 177(9) of the Act.
23. AUDIT COMMITTEE
The Composition, quorum, power, role and scope of Audit Committee are in accordance with Section 177 of the Companies Act 2013. The Committee consist of following members as on 31st March, 2024 and during the reporting period.
Sr.
No
|
Name
|
Chairman/Me
mber
|
Category
|
1.
|
Mr. Ashok Jain (Appointed w.e.f 11th August, 2023)
|
Chairman
|
Independent Director
|
2.
|
Mrs. Bhavika Thakkar
|
Member
|
Non -Executive Director
|
3.
|
Mr. Vishal Thakkar
|
Member
|
Executive Director
|
4.
|
Mr. Balkrishna Jhunjhunwala (Tenure upto 31st May, 2023)
|
Chairman
|
Independent Director
|
5.
|
Mr. Nagesh Tiwari (Tenure upto 31st May, 2023)
|
Member
|
Independent Director
|
During the Financial year ended March 31, 2024, Five (5) Meetings of the Audit Committee were held in all. Dates of the meetings - 30.05.2023, 14.08.2023, 04.09.2023, 14.02.2024, 14.03.2024. Mr. Balkrishna Jhunjunwala resigning from Committee as on 31st May, 2023, therefore he is entitle to attend only 1 Meeting in the financial year 2023-2024.
Sr.
No
|
Name
|
Number of Meetings during the financial year ended 2023-2024
|
|
|
Entitled to Attend
|
Attended
|
1.
|
Mr. Ashok Jain (Appointed w.e.f 11th August, 2023)
|
4
|
4
|
2.
|
Mrs. Bhavika Thakkar
|
5
|
5
|
3.
|
Mr. Vishal Thakkar
|
5
|
5
|
4.
|
Mr. Balkrishna Jhunjhunwala (Tenure upto 31st May, 2023)
|
1
|
1
|
5.
|
Mr. Nagesh Tiwari (Tenure upto 31st May, 2023)
|
1
|
1
|
24. NOMINATION AND REMUNERATION COMMITTEE
The composition, quorum, powers, role and scope of Nomination and Remuneration Committee are in accordance with Section 178 (1) of the Act. The Committee consists of following members as at March 31, 2024.
Sr.
No
|
Name
|
Chairman / Member
|
Category
|
1.
|
Mr. Ashok Jain (Appointed w.e.f 11th August, 2023)
|
Chairman
|
Independent Director
|
2.
|
Mrs. Bhavika Thakkar
|
Member
|
Non -Executive Director
|
3.
|
Mr. Vishal Thakkar
|
Member
|
Executive Director
|
4.
|
Mr. Balkrishna Jhunjhunwala (Tenure upto 31st May, 2023)
|
Chairman
|
Independent Director
|
5.
|
Mr. Nagesh Tiwari (Tenure upto 31st May, 2023)
|
Member
|
Independent Director
|
During the Financial year ended March 31, 2024, Two (2) Meetings of the Nomination and Remuneration Committee were held during the year on - 30.05.2023 and14.08.2023.
Sr. No
|
Name
|
Number of Meetings financial year ended 2023
|
during the -2024
|
Entitled to Attend
|
Attended
|
1.
|
Mr. Ashok Jain (Appointed w.e.f 11th August, 2023)
|
1
|
1
|
2.
|
Mrs. Bhavika Thakkar
|
2
|
2
|
3.
|
Mr. Vishal Thakkar
|
2
|
2
|
4.
|
Mr. Balkrishna Jhunjhunwala (Tenure upto 31st May, 2023)
|
1
|
1
|
5.
|
Mr. Nagesh Tiwari (Tenure upto 31st May, 2023)
|
1
|
1
|
The Committee reviews and approves the remuneration of Managerial Personnel and the terms and conditions of appointment and in accordance with the provisions of Companies Act, 2013. The Committee reviews following matters:
Recommend to the Board the set up and composition of the Board and its committees. Including the "formulation of the criteria for determining qualifications, positive attributes and independence of a director". The committee will consider periodically reviewing the composition of the board with the objective of achieving an optimum balance of size, skills, independence, knowledge, age, gender and experience:
• Recommend to the board the appointment or reappointment of directors.
• Devise a policy on board diversity.
• Recommend to the board appointment of key managerial personnel ("KMP" as defined by the Act)
and executive team members of the Company (as defined by this committee).
• Carry out evaluation of every director's performance and support the board and independent
directors in evaluation of the performance of the board, its committees and individual directors.
• This shall include "formulation of criteria for evaluation of independent directors and the board".
• Recommend to the board the remuneration policy for directors, executive team or key managerial
personnel as well as the rest of the employees.
• On an annual basis, recommend to the board the remuneration payable to the directors and
oversee the remuneration to executive team or key managerial personnel of the Company.
• Oversee familiarisation programmes for directors.
• Oversee the human resource philosophy, human resource and people strategy and human
resource practices including those for leadership development, rewards and recognition, talent management and succession planning (specifically for the board, key managerial personnel and executive team).
• Provide guidelines for remuneration of directors on material subsidiaries.
25. STAKEHOLDER RELATIONSHIP COMMITTEE
The composition, quorum, powers, role and scope of Stakeholders Relationship Committee are in accordance with Section 178(5) of the Act. The Committee consists of following members as at March 31, 2024.
Sr.
No
|
Name
|
Chairman/Member
|
Category
|
1.
|
Ashok Jain
|
Chairman
|
Independent Director
|
2.
|
Vishal Thakkar
|
Member
|
Executive Director
|
3.
|
Bhavika Thakkar
|
Member
|
Non -Executive Director
|
During the Financial year ended March 31, 2024, One (1) Meeting of the Stakeholder Relationship Committee were held on 02.01.2024.
Sr. No.
|
Name
|
Number of Meetings during the financial year ended 2023-2024
|
|
|
Entitled to Attend
|
Attended
|
1.
|
Bhavika Thakkar
|
1
|
1
|
2.
|
Vishal Thakkar
|
1
|
1
|
3.
|
Ashok Jain
|
1
|
1
|
The committee has the following roles and responsibilities:
1) Resolve the grievances of security holders.
2) Monitors and reviews the performance and service standards of the Registrar and Share Transfer Agents of the Company
3) Provides continuous guidance to improve the service levels for investor.
26. AUDITORS AND THEIR REPORT
• Statutory Auditors
M/s. Kanu Doshi and Associates LLP, Chartered Accountants (ICAI Firm Registration No.104746W/W100096), were appointed as Statutory Auditors of the Company for a period of five years until the conclusion of AGM to be held in the year 2027. M/s. Kanu Doshi Associates LLP, Chartered Accountant had tendered resignation via dated 14th February, 2024. M/s. NK Jalan & Co., Chartered Accountant), have been appointed as Statutory Auditor of the Company through postal ballot passed as on 09thJune, 2024 under casual vacancy on account of the said resignation, to hold office till the upcmong AGM. The Board considers and proposes to the shareholders for appointment of M/s. NK Jalan & Co. Statutory Auditor, for a term of of 5 (Five) consecutive year commencing from the conclusion of this Annual General Meeting till the conclusion of the 71st Annual General Meeting of the Company to be held in the year 2029.
As required under Regulation 33 of the Listing Regulations, Statutory Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.
• Statutory Auditor's Report
With respect to the comments mentioned by the Auditors, with regards to loans advanced amounting to Rs. 338 lacs for which the Company has not complied with the provisions of Section 186 of the Companies Act, 2023 for obtaining prior approval by means of special resolution from shareholders. The Company has recognized the cealing and sought approval from shareholders through postal ballot deemed to be recorded on June 09, 2024. Comments of the Auditors w.r.t Company having Financial activity as principal business, the Board doesn't accept the said comment as the Company has during the year, initiated transition of operations to new line of business i.e.; trading in agricultural goods (as authorized by the Memorandum of Association) and is still under pre-operational stage. The situation caused on account of the above transition has led to the Company having Financial activity as principal business for the reporting year/ quarter.
Comments mentioned by the auditors in their report is self-explanatory and doesn't call for further explanation.
• Secretarial Auditor Report
The Board of Directors have appointed M/s Rachana Maru Furia and Associates., Company Secretaries as Secretarial Auditor to conduct Secretarial Audit of the Company for Financial Year 2023-2024 as required under section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
• Secretarial Audit Report:
The Report provided by the Secretarial Auditor is annexed herewith forming part of this Board report as Annexure I. With respect to the comments mentioned therein about composition of committees, we would like to state that the Company has faced huge challenges in onboarding Independent Director and has already aligned with the compliance requirement by appointing Mr. Jaynish Kothari as Non-executive Independent Director. Rest fo the Comments mentioned by the auditors in their report is self-explanatory and doesn't call for further explanation. The Company endeavors to strive better to reach the status of total compliances.
• Cost Auditor
Appointment of cost auditors is not applicable to company
27. The conservation of energy, technology absorption, foreign exchange earnings and outgo:
a) CONSERVATION OF ENERGY
(i) the steps taken or impact on conservation of energy: Considering the nature of operations, the Company has limited scope for undertaking energy conservation exercises, but nevertheless continues to emphasize work practices that result in conservation of energy.
(ii) the steps taken by the company for utilising alternate sources of energy: Nil
(iii) the capital investment on energy conservation equipments: Nil
b) TECHNOLOGY ABSORPTION
(i) the efforts made towards technology absorption;
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution;
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-
(a) the details of technology imported;
(b) the year of import;
(c) whether the technology been fully absorbed;
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and
(iv) the expenditure incurred on Research and Development.
c) FOREIGN EXCHANGE EARNINGS AND OUTGO
During the financial year 2023-2024 there is Foreign exchange earnings and Outgo.
28. MANAGEMENT DISCUSSION AND ANALYSIS
A separate section on Management Discussion and Analysis report (MD&A) is included in the Annual Report as required under Regulation 34(2)(e) of the Listing regulations.
29. PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are in Annexure II
30. FOLLOWING MATTERS WERE NOT APPLICABLE TO THE COMPANY FOR THE FINANCIAL YEAR ENDED MARCH 31, 2024 AND THUS NO COMMENTS ARE REQUIRED BY THE BOARD OF DIRECTORS ON THE SAME:
Details of Voting Rights not exercised by the employees u/s 67(3)(c) of Companies Act, 2013 r.w. Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.
Disclosure about issue of equity shares with Differential Rights as per Rule 4(4) of Companies (Share Capital and Debentures) Rules, 2014.
CSR provisions u/s 135 of Companies Act, 2013.
Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013
31. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURT
No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company's operations in future.
32. REPORT ON THE SEXUAL HARRESSMENT OF WOMEN AT WORKPLACE (PREVENTION- PROHIBITION AND REPRESSED ACT 2013.
The Company has in place a policy for prevention of Sexual Harassment at the Workplace in line with the requirements of Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The policy on Prevention of Sexual Harassment at Workplace aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of undesired behaviour. During the year ended 31st March, 2024, no complaints recorded pertaining to sexual harassment.
33. STATEMENT ON COMPLIANCES OF SECRETARIAL STANDARDS
The Board of Directors have complied with applicable Secretarial Standards as specified u/s 118 of the Companies Act, 2013.
34. ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the Company is available on the website of the Company at https://www.inlinch.com.
35. CORPORATE GOVERNANCE REPORT
Regulations 17 to 27 and Clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D, and E of Schedule V of the SEBI (LODR) Regulations, 2015 are not applicable to the Company as the paid up Share Capital of the Company is less than 10 Crores and its Net Worth does not exceed 25 Crores as on the last day of previous financial year. Hence, the Corporate Governance Report is not included in this Report.
36. UNCLAIMED DIVIDEND AND UNCLAIMED SHARES
During the period under review there is no unpaid/ unclaimed Dividend and the shares required to be transferred to the Investor Education & Protection Fund.
37. BUSINESS RESPONSIBILITY REPORT
Pursuant to Regulation 34 of the SEBI Listing Regulations, top one thousand listed entities based on market capitalization shall provide Business Responsibility Report. The Company is outside the purview of top one thousand listed entities. In view of this Business Responsibility Report is not applicable.
38. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:
In the opinion of the Board, all Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity required to discharge their duties with an objective independent judgment and without any external influence
39. LISTING WITH STOCK EXCHANGE
The Company's Equity Shares are listed at BSE Limited with script code 504746. The Company confirms that it has paid the Annual Listing Fees for the year 2022-2023 and 2023-2024 to BSE where the Company's Shares are listed.
40. SECRETARIAL STANDARDS
The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating
41. ACKNOWLEDGEMENTS
Your Directors wish to place on record their sense of appreciation for the excellent support received from the government authorities, bankers, consultants and the dedicated efforts of all employees in the working of the Company.
For The Indian Link Chain Manufacturers Limited
Sd/- Sd/-
Vishal Thakkar Bhavika Thakkar
Place: Mumbai Managing Director Director
Date: 14th August, 2024 DIN: 09798551 DIN: 09854905
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