[(Disclosure under Section 134 (3) of the Companies Act 2013)
(Read with Companies (Accounts) Rules2014}]
Dear Shareholders
Your Directors are presenting the 42nd Annual Report of your
Company and the Audited Financial Statements for the year ended 31stMarch2024.
1. Financial Summary or Highlights / Performance of the Company:
(INR in Lacs)
Particulars |
2023-24 |
2022-23 |
Revenue from Operations |
50.00 |
0.00 |
Other Income |
43.34 |
52.56 |
Profit before depreciations &
tax |
18.47 |
14.06 |
Less:depreciation |
0.24 |
0.27 |
Profit before tax |
18.23 |
13.79 |
Provision for taxation (incl.
deferred tax) |
9.37 |
3.67 |
Profit/ (Loss) for the year
carried to Balance Sheet |
8.86 |
10.12 |
2. Brief description of the Company's working during the year
/state of Company's affair:
During the year under review the Company revenue from operations and
other income stood at Rs.93.34 Lakhs as against Rs.52.56 Lakhs in the previous year. The
Company has earned a Net Profit of Rs.8.86 Lakhs as compared to the Profit of Rs. 10.12
Lakhs during the previous accounting year. Your Directors are hopeful of much better
results in future.
3. Dividend
The Board of Directors of your Company has not recommended any dividend
for the Financial Year 202324.
4. Reserves
The whole profit after tax has been transferred to P&L surplus.
There is no amount that has been proposed to be carried to any other reserves.
5. Change in the nature of business if any There was no change in
nature of business.
6. Share Capital
There was no change in the Company's share capital during the year
under review. The Authorised Share Capital of the Company is Rs. 135000000/-. The Issued
Subscribed and Paid-up Capital of the Company stood at Rs. 110490900/-as on March 31,2024.
7. Material changes and commitments if any affecting the financial
position of the Company which have occurred between the end of the financial year of the
Company to which the financial statements relate and the date of the report:
There have no material changes and commitments affecting the financial
position of the Company which have occurred between the end of the Financial Year of the
Company to which the Financial Statements relate and the date of the report.
8. Details of significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and Company's operations in
future:
There are no significant and material orders passed by the Regulators/
Courts which would impact the going concern status of the Company and its future
operations.
9. Human Resource Development:
The Company recognizes that its people are the key to the success of
the organization and in meeting its business objectives. The Human Resources functioned
end favors to create a congenial work environment and synchronizes the working of all the
departments of the organization to accomplish their respective objectives which in turn
helps the Company to build and achieve its goals and strategies. Employee relations during
the year remained cordial. The Company has 3 Three employee so nits' payroll
as on March 31 ,2024.
10. Details of Subsidiary /Joint Ventures / Associate Companies:
The Company does not have any Subsidiary Company /Joint Venture
/Associate Company during the year underreview.
11. Public Deposits:
During the period under review the Company had not accepted any fixed
deposits with the meaning of Section 73 to 76 of the Companies Act 2013.
12. Extract of the Annual Return:
The Annual Return as on 31s ‘March, 2024 is available
on the Company's website at:www.acirealty.co.in
13. Conservation of energy technology absorption and foreign exchange
earnings and out go.
A. CONSERVATION OF ENERGY:
i. The steps taken or impact on conservation of energy:
Though our operations are not energy- intensive efforts have been made
to conserve energy by utilizing energy-efficient equipment.
ii. The steps taken by the Company for utilizing alternate sources of
energy:
The Company is using electricity as the main source of energy and is
currently not exploring any alternate source of energy. In future your Company will take
steps to conserve energy and use alternative source of energy such as solar energy.
iii. The capital investment on energy conservation equipment's:
Your Company firmly believes that our planet is in dire need of energy
resources and conservation is the best policy. Your Company has not made any investment on
energy conservation equipment.
B. TECHNOLOGY ABSORPTION:
i. The efforts made towards technology absorption:
During the year the Company does not have any plant & machinery.
Therefore, no technology absorption and research and development activity are carried out.
ii. The benefits derived like product improvement cost reduction
product development or import substitution:
No such specific benefit derived during the year due to technology
absorption.
iii. In case of imported technology (imported during the last three
years reckoned from the beginning of the financial year):
No technology has been imported by the Company.
iv. The expenditure incurred on Research and Development: Nil
C. FOREIGNE XCHANGE EARNINGS AND OUT GO:
Current Year Previous Year
Foreign Exchange Earnings and Out go NIL NIL
14. Directors and Key Managerial Personnel:
A. Changes in Directors and Key Managerial Personnel
Mr. Kushal Chand Jain (DIN 03545081) Director who is liable to retire
by rotation at the ensuing Annual General Meeting and being eligible seek re-appointment
pursuant to Section 152 of the Companies Act 2013 and Regulation 36(3) of the SEBI
(Listing Obligation and Disclosure Requirements) Regulations 2015.
The following are the Key Managerial Personnel of the Company pursuant
to Section 203 of the Companies Act2013:
Sr.N o. Name
of the Person |
Designation |
1 Mr .Kushal Chand Jain |
Managing Director |
2 Mr. Dilip Kumar Dhariwal |
Chief Financial Officer |
3 Ms.SarikaMehta |
Company Secretary |
B. Annual evaluation of Board its Committees and individual Directors:
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 Act and SEBI
Listing Regulation. The performance of the Board was evaluated by the Board after seeking
inputs from all the directors on the basis of criteria such as board composition and
structure effectiveness of board process information and functioning etc. The performance
of the committees was evaluated by the board after seeking inputs from committee members
on the basis of criteria such as composition of committee's effectiveness of
committee meetings etc. In separate meeting of independent Directors performance of the
non-independent director's performance of the board as a whole and the Chairman was
evaluated taking into account the views of the executive directors and nonexecutive
directors. Performance evaluation of independent directors was done by the entire board
excluding the independent director being evaluated.
Directors:
i. Independent Directors:
Pursuant to the provisions of section 149 of the act the independent
directors have submitted declarations that each of them meets the criteria of independence
as provided in Section 149(6) of the Act along with Rules framed there under and
Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the
circumstances affecting their status as independent directors of the company.
During the year under review the non-executive directors of the Company
had no pecuniary relationship or transactions with the company other than sitting fees
commission and reimbursement of expenses if any.
In accordance with the criteria suggested by the nomination and
remuneration committee the performance of each independent director was evaluated by the
entire Board of Directors (in the absence of the director getting evaluated) on various
parameters like engagement leadership analysis decision making communication governance
interest of stakeholders etc. the board was of the unanimous view that every independent
Director was a reputed professional and brought his rich experience to the deliberations
of the Board. The Board also appreciated the contribution made by all Independent
Directors in guiding the management to achieving higher growth and continuance of each
independent director on the board will be in the interest of the company.
ii. Non-Independent Directors:
The performance of all the non-independent directors was evaluated by
the Independent Directors at their separate meeting further their performance was also
evaluated by the Board of Directors. The various criteria considered for the purpose of
evaluation included leadership engagement transparency analysis decision making function
acknowledge governance stakeholders etc. The Board was of the unanimous view that all the
non-independent directors were providing good business and people leadership.
iii. Declaration by an Independent Director (s) and re-appointment if
any:
The Company have received declaration /confirmation from all the
Independent Directors of the Company confirming that they meet with the criteria of
independence as prescribed under sub-section (6) of Section 149 of the Companies Act 2013
and under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015
("Listing Regulations") and that there is no change in the circumstances which
may affect their status as Independent Director during the year under review. The
Independent Directors have also confirmed that they have complied with Schedule IV of the
Act and the Company's Code of Conduct. In the opinion of the Board the Independent
Directors of the Company fulfill the conditions specified under the Act and Listing
Regulations and are independent to the managements
15. Familiarization Programme for Directors:
The Members of the Board of the Company are afforded many opportunities
to familiarize themselves with the Company its Management and its operations. The
Directors are provided with all the documents to enable them to have a better
understanding of the Company its various operations and the industry in which it operates
in addition to regular presentation on technical operations marketing and exports and
financial statements. In addition to the above Directors are periodically advised about
the changes effected in the Corporate Law Listing Regulations with regard to their
role's rights and responsibilities as Directors of the company. The same is available
on the website of the company.
All the Independent Directors of the Company are made aware of their
roles and responsibilities at the time of their appointment through a formal letter of
appointment which also stipulates various terms and conditions of their engagement
Executive Directors and Senior Management provide an overview of the
operations and familiarize the new Independent and Non-Executive Directors on matters
related o the Company's values and commitments. They are also introduced to the
organization structure constitution of various committee's board procedures risk
management strategies etc.
16. Details of Committee of the Board:
Currently the Board has 3 Committee's the Audit Committee,
Nomination and Remuneration Committee, & Stakeholder's Relationship Committee.
The Composition of various committees and compliances asper the applicable provisions of
the Companies Act 2013 and the Rules there under and SEBI (Listing Obligation and
Disclosure Requirements) Regulations 2015 are as follows:
A. Audit Committee:
i. Constitution of Audit Committee:
The Audit Committee comprises of Mr. Hemant Kumar S. Jain Independent
Director as the Chairman of the Committee Mr. Kushal Chand Jain Managing Director, Ms.
Krishna Kamal Kishor Vyas, Mr. Kalpesh Bhandari (resigned w,e,f, 26.08.2023) and Mr. Amit
Kumar Directors (appointed w,e,f. 26.08.2023 as the members of the Committee. The
recommendations of the Audit Committee is always welcomed and accepted by the Board and
all the major steps impacting the financials of the Company are under taken only after the
consultation of the Audit Committee.
ii. Details of establishment of vigil mechanism for directors and
employees:
The Company has established vigil mechanism pursuant to Section 177(9)
of the Companies Act 2013 for Directors and Employees to report their concerns and has
also taken steps to safe guard any person using this mechanism from victimization and in
appropriate and exceptional cases; there is direct access to approach Mr. Hemant Kumar S.
Jain Chairman of the Audit Committee.
B. Nomination and remuneration committee:
The Nomination and Remuneration Committee under Section 178 of the
Companies Act 2013 comprises of Mr. Hemant kumar S. Jain Independent Director as the
Chairman of the Committee, Ms. Krishna Kamal kishor Vyas Director, Mr. Kalpesh Bhandari
(resigned w,e,f, 26.08.2023) and Mr. Amit Kumar Directors (appointed w,e,f. 26.08.2023)
are the members of the Committee.
The Company has defined the policy on all Director's and key
person's appointment and remuneration including criteria for determining
qualifications positive attributes independence of a Director. The nomination &
remuneration policy adopted by the Company has been posted on the Company's
Website:www.acirealty.co.in
The Terms of reference of the Nomination and Remuneration Committee
number and dates of meetings held attendance of the members of the Committee and more
details on the Committee are given in the Corporate Governance Report which forms part of
this Annual Report.
Details of remunerations paid to the Directors and KMP during 2023-24
are given below
Name of the Directors |
Directors'
Position |
Relationship with other
Directors |
Salary & allowances
(Rs.) |
Perquisite
s(Rs.) |
Sitting
Fees(Rs.) |
Mr. Kushal Chand Jain (DIN
03545081) |
Managing Director |
-- |
Rs.300000/- |
Nil |
Nil |
Mr. Hemant kumar S Jain (DIN
06778764) |
Independent
Director |
-- |
Nil |
Nil |
Nil |
**Mr. Kalpesh Bhandari (DIN
03146496) |
Independent
Director |
-- |
Nil |
Nil |
Nil |
*Mr. Amit Kumar (DIN06393899) |
Independent
Director |
-- |
Nil |
Nil |
Nil |
Ms. Krishna Vyas (DIN07444324) |
Independent
Director |
-- |
Nil |
Nil |
Nil |
Mr. Dilip Dhariwal |
CFO |
|
Rs.480000/- |
Nil |
Nil |
Ms. Sarika Mehta |
Company
secretary |
-- |
Rs.300000/-. |
Nil |
Nil |
C. Stakeholder's Relationship Committee:
The Stakeholder's Relationship Committee comprises of Mr. Hemant
kumar S Jain Independent Director as the Chairman of the Committee Mr. Kushal Chand Jain
Managing Director Ms. Krishna Kamal kishor Vyas Director and Mr. Kalpesh Bhandari Director
(resigned w,e,f, 26.08.2023) and Mr. Amit Kumar Directors (appointed w,e,f. 26.08.2023)
are the members of the Committee. The role of the Committeeis to consider and resolve
securities holders' complaint. The meetings of the Committee are held once in a
quarter and the complaints are responded within the time frame provided.
17. Statutory Auditors:
M/s. Agrawal Jain & Gupta Chartered Accountants having ICAI Firm
Registration No. 013538C statutory auditor of the Company were appointed for a period of
five years at the 38 th Annual General Meeting as Statutory Auditors till the conclusion
of 43rd Annual General Meeting as per Notification issued by MCA the Company
need not place the resolution for ratification at the AGM and hence no resolution is
placed before the AGM. The Auditors have confirmed that they are not disqualified from
continuing as Auditors ofthe Company. There is no qualification reservation or adverse
remark or disclaimer made by the Statutory Auditors in its report and therefore there are
no further explanations to be provided for in this report.
18. Secretarial Auditor:
The Board of Directors have appointed M/s. Sindhu Nair & Associates
Practicing Company Secretaries to conduct Secretarial Audit for the financial year 2023-24
as required under Section 204 of the Companies Act 2013 and the rules framed there under.
The report of the Secretarial Auditors in Form MR-3 is enclosed as Annexure-1 to
this report.
20.Board Meetings:
During the year under review Four (4) Board Meetings were convened and
held. Detailed information on the meetings of the Board and all its Committees are
included in the report on Corporate Governance which form spart of this Annual Report. The
intervening gap between the meetings was within the period prescribed under the Companies
Act 2013 and the listing regulations.
Sr. No Type of
Meeting |
Date |
1 Board Meeting |
10th May 2023 |
2 Board Meeting |
14th August 2023 |
3 Board Meeting |
26th August 2023 |
4 Board Meeting |
09th November 2023 |
5 Board Meeting |
24th January 2024 |
21. Particulars of loans guarantees or investments under section 186:
Details of Loans Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act 2013 are given in the notes to the
Financial Statements.
22. Particulars of contracts or arrangements with Related Party:
All the related party transactions are entered on arm's length
basis and are compliance with the applicable provisions of the Companies Act 2013 and
listing regulation. There are no materially significant related party transactions made by
the Company with Promoters Directors or Key Managerial Personnel etc. which may have
potential conflict with the interest of the Company at Large. Hence no separate annexure
in Form No. AOC -2 in terms of Section 134 of the Act read with Rule 8 of the Companies
(Accounts) Rules 2014 is given. All related party transactions are presented to the Audit
Committee and the Board if required for approval. Omnibus approval is obtained for the
transactions which are for seen and repetitive in nature.
23. Directors' Responsibility Statement:
As stipulated under clause (c) of sub-section (3) of Section 134 of the
Companies Act 2013 your Directors subscribe to the Directors Responsibility Statement and
state that
a) In preparation of the annual accounts the applicable accounting
standards had been followed and there are no material departures from them;
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/ 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 the
Companies Act 2013 for safe guarding 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;
e) the Directors had laid down internal financial controls to be
followed by the Company & that such internal financial controls are adequate and were
operating effectively; and
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.
24. Managerial Remuneration:
(a) Details of the ratio of the remuneration of each director to the
median employee's remuneration and other details as required Pursuant to Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 -are
annexed as Annexure-2.
(b) The Company doesn't have any employee falling within the
preview of Section 197 of the Companies Act 2013 read with Rule5 (2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014 hence no such details to
be provided.
25. Management Discussion and Analysis Report:
Management Discussion and Analysis Report for the financial year under
review as stipulated under Regulation 34 read with part B of Schedule V of Listing
Regulations entered into with the Stock Exchanges is set out in a separate section forming
part of Director Report as Annexure-3.
26. Secretarial Standards
The Directors state that "the Board have devised proper systems to
ensure compliance with the provisions of all applicable Secretarial Standards and that
such systems are adequate and operating effectively
27. Corporate Governance:
At ACI it is imperative that our company affairs are managed in afair
and transparent manner. This is vital togain and retain the trust of our stakeholders. As
per the Regulation 27 of the Securities and Exchange Board of India (Listing Obligation
and Disclosure Requirements) Regulations 2015 a separate section on Report on corporate
governance practices followed by the Company together with a certificate from the
Company's Auditors confirming compliance is annexed as a part of the Annual Report as
Annexure-4.
28. Corporate Social Responsibility (CSR)
In line with the new provisions of the Companies Act 2013 and the rules
framed there under with respect to the Corporate Social Responsibility (CSR) your company
is not governed by the provisions of Section 135 of the Companies Act 2013 and Companies
(Corporate Social Responsibility Policy) Rules 2014.So the Company is not required to
formulate a policy on CSR and also has not constituted a CSR Committee.
29.Internal Financial Control System and their Adequacy:
Adequate internal controls systems and checks are in place commensurate
with the size of the Company and the nature of its business. The management exercises
financial control on the operations through a well- defined budget monitoring process and
other standard operating procedures
30. Risk Management Policy:
There is a continuous process for identifying evaluating and managing
significant risks faced through a risk management process designed to identify the key
risks facing business risks would include significant weakening in demand from core-end
markets inflation uncertain ties and any adverse regulatory developments etc. During the
year a risk analysis and assessment was conducted and no major risks were noticed.
31. Disclosure as per Sexual Harassment of Women at Work place
(Prevention Prohibition and Redressal) Act 2013:
Pursuant to Section 22 of the Sexual Harassment of Women at Workplace
(Prevention Prohibition and Redressal) Act 2013 read with Rule 14 the internal authorized
person under the said act has confirmed that no complaint/ case has been filed /pending
with the Company during the year.
32.Other Disclosures /Reporting:
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:
a) Details relating to deposits covered under Chapter V of the Act.
b) Issue of equity shares with differential rights as to dividend
voting or otherwise.
c) Issue of shares (including sweat equity shares)to employees of the
Company under any scheme.
d) Employee Stock Options Scheme
e) Particulars of Employees. (no employee is in receipt of remuneration
of Rs. 1.02 crore p.a. or Rs.8.50
lakhs p.m.)
f) Details of payment of remuneration or commission to Managing
Director or Joint Managing Director of the Company from any of its subsidiaries as the
Company does not have any Subsidiaries /Joint Venture/ Associate Company.
g) Maintenance of Cost Records- not applicable
h) Voting rights which are not directly exercised by the employees in
respect of shares for the subscription/ purchase of which loan was given by the Company
(as there is no scheme pursuant to which such persons can beneficially hold shares as
envisaged under section 67 (3) (c) of the Companies Act2013).
i) There is no Corporate Insolvency Resolution Process initiated under
the Insolvency and Bankruptcy Code 2016
FORM NO. MR-3
SECRETARIAL AUDIT REPORT
For the financial year ended March 31,2024
[Pursuant to section 204(1) of the Companies Act, 2013 and rule no. 9
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members
ACI INFOCOM LIMITED
Shop No.109, 1st Floor,
Dimple Arcade Premises CHS Ltd,
Asha Nagar, Thakur Complex,
Kandivali (East), Mumbai - 400 101
We have conducted the secretarial audit of the compliance of applicable
statutory provisions and the adherence to good corporate practices by ACI INFOCOM LIMITED
(hereinafter called the Company). Secretarial Audit was conducted in a manner that
provided us a reasonable basis for evaluating the corporate conducts/statutory compliances
and expressing our opinion thereon.
Based on our verification of the Company's books, papers, mi nute
books, forms and returns filed and other records maintained by the Company and also the
information provided by the Company, its officers, agents and authorized representatives
during the conduct of secretarial audit of the Company, we hereby report that in our
opinion, the Company has, during the audit period covering the financial year ended on
March 31, 2024, complied with the statutory provisions listed hereunder and also that the
Company has proper Board-processes and compliance mechanism in place to the extent, in the
manner and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns
filed and other records maintained by the Company for the financial year ended on March
31, 2024, according to the provisions of:
i. The Companies Act, 2013 (the Act) and the rules made thereunder;
ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA')
and the rules made thereunder;
iii. The Depositories Act, 1996 and the Regulations and Byelaws framed
thereunder;
iv. Foreign Exchange Management Act, 1999 and the rules and regulations
made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and
External Commercial Borrowings; - (Not applicable to the Company during the Audit
Period);
v. The following Regulations and Guidelines prescribed under the
Securities and Exchange Board of India Act, 1992 (‘SEBI Act'): -
a. The Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations, 2011;
b. The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015;
c. The Securities and Exchange Board of India (Issue of Capital and
Disclosure
Requirements) Regulations, 2009;
d. The Securities and Exchange Board of India (Share Based Employee
Benefits)
Regulations, 2014);
e. The Securities and Exchange Board of India (Issue and Listing of
Debt Securities) Regulations, 2008;
f. The Securities and Exchange Board of India (Registrars to an Issue
and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with
client;
g. The Securities and Exchange Board of India (Depositories and
Participants) Regulations, 2018
h. The Securities and Exchange Board of India (Delisting of Equity
Shares) Regulations, 2009; (Not applicable to the Company during the Audit Period);
i. The Securities and Exchange Board of India (Buyback of Securities)
Regulations, 1998; (Not applicable to the Company during the Audit Period); and
j. The Securities and Exchange Board of India (Listing Obligations and
Disclosure
Requirements), 2015.
We have also examined compliance with the applicable clauses of
Secretarial Standards with regard
to Meeting of Board of Directors (SS-1) and General Meetings (SS-2)
issued by The Institute of
Company Secretaries of India.
During the period under review, the Company has complied with the
applicable provisions of the Act, Rules, Regulations and Guidelines, as mentioned above.
We further report & confirm that the company has maintained
Structured Digital Database in compliance with the Regulation 3(5) and 3(6) of Securities
and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 for the
financial year ended March 31, 2024.
We further report that:
The Board of Directors of the Company is duly constituted with proper
balance of Executive Directors, Non-Executive Directors and Independent Directors. The
changes in the composition of the Board of Directors/ Committees of Board of Directors
that took place during the period under review were carried out in compliance with the
provisions of the Act.
Based on the representation given by the Management of the Company and
as verified by us, it is observed that there are no such laws which are specifically
applicable to the industry in which the Company operates.
Adequate notice is given to all directors to schedule the Board
Meetings, agenda and detailed notes on agenda were sent at least seven days in advance,
and a system exists for seeking and obtaining further information and clarifications on
the agenda items before the meeting and for meaningful participation at the meeting.
Majority decisions of the Board are carried out unanimously as recorded
in the minutes of the meetings of the Board of Directors.
We further report that there are adequate systems and processes in the
Company commensurate with the size and operations of the Company to monitor and ensure
compliance with applicable laws, rules, regulations and guidelines.
This Report is to be read with our letter of even date which is annexed
as Annexure I and forms an integral part of this Report.
Annexure-2
DETAILSOFREMUNERATION
Details pertaining to remuneration as required under Section 197(12) of
the Companies Act, 2013 read with Rule5(1) of Companies (Appointment and Remuneration of
Managerial Personnel) Rules,2014
The percentage increase in remuneration of each Director during the
Financial Year 2023-24, ratio of the remuneration of each Director to the median
remuneration of the employees of the Company for the financial year 2023-24 and the
comparison of remuneration of each Key Managerial Personnel (KMP) against the performance
of the Company are as under
Sr.
No |
Name of Director/ KMP and
Designation |
Remuneration
of
Director/KMP for the
Financial year 2023-24 |
% Increase in
Remuneration In the Financial Year2023-24 |
Ratio of remuneration of each
Director/to median
remuneration of employees |
Comparison of the Remuneration
of the KMP
Against the performance of the Company |
1. |
Kushal Chand Jain |
3,00,000 |
NIL |
1:1 |
Refer Note Below |
2 |
Dilip Kumar Dhariwal |
4,80,000 |
NIL |
1:1.60 |
Refer Note Below |
3 |
Sarika Mehta |
3,00,000 |
NIL |
1.1 |
Refer Note Below |
@The Independent Directors did not draw any remuneration during the
financial year 2023-24.
i. The ratio of the remuneration of each director to the median
remuneration of the employees of the company for the Financial Year:
The median remuneration of employees of the Company during the
Financial Year was Rs.3,00,000/- and ratio of the remuneration of each Director to the
median remuneration of the employees of the Company for the Financial Year is provided in
the above table.
ii. The percentage in crease in the median remuneration of employees in
the Financial Year:
There was no increase made in the salaries of employees and managerial
personnel for the financial year i.e.2023-24.
iii. The number of permanent employees on the rolls of Company:
There were 4 Four (Including KMP) permanent employees on the rolls of
the Company as on March 31, 2024.
iv. Average percentile increases already made in the salaries of
employees other than the managerial personnel inthe last Financial Year and its comparison
with the percentile increase in the managerial remuneration and justification there of and
point out if there are any exceptional circumstances for increase in the managerial
remuneration:
The was no increase made in the salaries of employees and managerial
personnel for the financial yeari.e.2023-24
v. The key parameters for any variable component of remuneration
availed by the Directors: NA
vi. Affirmation that the remuneration is as per the remuneration policy
of the company: Yes, the remuneration is as per the remuneration policy of the Company.
Nomination& Remuneration Policy
I. OBJECTIVE:
The Nomination and Remuneration Committee (NRC or the Committee) has
formulated the Nomination & Remuneration Policy in compliance with Section 178 of the
Companies Act, 2013 read with the applicable rules there to and Regulation 19(4) read with
Part D of Schedule II under the Listing Regulations, as amended from time to time. This
policy is mainly focused on nomination and remuneration of Directors, Key Managerial
Personnel and Senior Management.
The objective of the policy is to ensure that:
? the Board is being guided in relation to appointment and removal of
Directors, Key Managerial Personnel (KMP) and Senior Management including Department head;
? the level and composition of remuneration is reasonable and
sufficient to attract, retain and motivate Directors of the quality required to run the
company successfully;
? relationship of remuneration to performance is clear and meets
appropriate performance bench marks; and
? remuneration to Directors, Key Managerial Personnel and senior
management involves balance between fixed and incentive pay reflecting short and long-term
performance objectives appropriate to the working of the company and its goals.
II. DEFINITIONS
Key definitions of terms used in this Policy areas follows:
1. Act means the Companies Act, 2013 and Rules framed the reunder,
as amended from time to time.
2. Listing Regulations means SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015as amended from time to time.
3. Board means Board of Directors of the Company.
4. Directors mean Directors of the Company.
5. Key Managerial Personnel means
i. Chief Executive Officer or the Managing Director or the Manager;
ii. Whole-time director;
iii. Chief Financial Officer;
iv. Company Secretary; and
v. such other officer as may be prescribed.
Senior Management means personnel of the company who are members of
its core management team excluding the Board of Directors including Functional Heads.
III. ROLE OF COMMITTEE
1. Matters to be dealt with, per used and recommended to the Board by
the Nomination and Remuneration Committee
The Committee shall:
i. Periodically reviewing the size and composition of the Board to
ensure that it is structured in such a manner which enables to take appropriate decision
in the best interest of the company as a whole;
ii. Formulate the criteria for determining qualifications, positive
attributes and independence of a director and recommending candidates to the Board as and
when need arises keeping in view the Board structure and expertise/experience required;
iii. Establish and on regular basis review the succession plan of the
Board, KMPs and Senior Executives;
iv. Identify persons who are qualified to become Director and persons
who may be appointed in Key Managerial and Senior Management positions in accordance with
the criteria laid down in this
policy;
v. To formulate criteria for evaluation of Independent Directors and
the Board;
vi. Recommend to the Board performance criteria for the Directors, KMPs
and Senior Management;
vii. Recommend to the Board, appointment and removal of Director, KMP
and Senior Management Personnel and their remuneration;
viii. Help the Board to formulate and ensure the Board nomination
process keeping in mind the diversity of gender, expertise, experience and Board
structure;
ix. Review and recommend to the Board:
a) The Remuneration Policy for all employees including KMPs and Senior
Management including various components of remuneration whether fix or variable,
performance reward, retirement benefits,
b) Remuneration of the Executive Directors and KMPs,
c) Remuneration of non executive Directors including Chairman, as a
whole and individually and sitting fees to be paid for attending the meeting of the Board
and Committee thereof, and
d) Equity based incentive Schemes,
x. To retain, motivate and promote talent and to ensure long term
sustainability of talented managerial persons and create competitive advantage; and
xi. To carry out any other function as is mandated by the Board from
time to time and / or enforced by any statutory notification, amendment or modification,
as may be applicable;
xii. Devising a policy on diversity of the Board of Directors;
xiii. Aligning key executive and board remuneration with the longer
term interests of the Company and its shareholders;
xiv. Ensuring a transparent board nomination process with the diversity
of thought, experience, knowledge, perspective and gender in the Board;
xv. To carry out any other functions as authorized by the Board from
time to time or as enforced by statutory/ regulatory authorities;
xvi. To perform such other functions as may be necessary or appropriate
for the performance of its duties;
2. Policy for appointment and removal of Director, KMP and Senior
Management
i. Appointment criteria and qualifications
a. The Committee shall identify and ascertain the integrity,
qualification, expertise and experience of the person for appointment as Director, KMP or
at Senior Management level and recommend to the Board his / her appointment, as per
Company's Policy.
b. A person to be recommended to the Board should be a man with
integrity, possess adequate qualification, expertise and experience for the position he /
she is considered for appointment and industry in which Company operate. The Committee has
discretion to decide whether qualification, expertise and experience possessed by a person
is sufficient / satisfactory for the concerned position.
c. A person, to be appointed as Director, should possess impeccable
reputation for integrity, deep expertise and insights in sectors/areas relevant to the
Company, ability to contribute to the Company's growth, complementary skills in
relation to the other Board members.
d. The Company shall not appoint or continue the employment of any
person as Managing Director and/or Whole-time Director who has attained the age of seventy
years. Provided that the term of the person holding this position may be extended beyond
the age of seventy years with the approval of shareholders by passing a special resolution
based on the explanatory statement annexed to the notice for such motion indicating the
justification for extension of appointment beyond seventy years.
e. A whole-time KMP of the Company shall not hold office in more than
one Company except in its Subsidiary Company at the same time. However, a whole-time KMP
can be appointed as a Director in any Company with the permission of the Board of
Directors of the Company.
ii. Term/Tenure
A Managing Director/Whole-time Director:
The Company shall appoint or re-appoint any person as its, Managing
Director and CEO or
Executive/Whole-time Director for a term not exceeding five years at a
time. No re-appointment shall be made earlier than one year before the expiry of term.
B. Independent Director:
• An Independent Director shall hold office for a term up to five
consecutive years on the Board of the Company and will be eligible for re-appointment on
passing of a special resolution by the Company and disclosure of such appointment in the
Board's report.
• No Independent Director shall hold office for more than two
consecutive terms, but such Independent Director shall be eligible for appointment after
expiry of three years of ceasing to become an Independent Director.
Provided that an Independent Director shall not, during the said period
of three years, be appointed in or be associated with the Company in any other capacity,
either directly or indirectly
At the time of appointment of Independent Directors, it should be
ensured that number of Boards on which such Independent Director serves is restricted to
seven Listed Companies as an Independent Director and three Listed Companies as an
Independent Director in case such person is serving as a Whole-time Director of a Listed
Company or such other number as may be prescribed under the Act
iii. Evaluation
The Committee shall carry out evaluation of performance of every
Director, KMP and Senior Management Personnel at regular interval (yearly) or at such
intervals as may be considered necessary.
iv. Removal
The Committee may recommend to the Board, with reasons recorded in
writing, removal of a Director, KMP or Senior Management Personnel subject to the
provisions and compliance of the Act, rules and regulations and the policy of the Company.
v. Retirement
The Director, KMP and Senior Management Personnel shall retire as per
the term of appointment, provisions of the Act, Listing Regulations and the Policies of
the Company. The Board will have the discretion to retain the Director, KMP, Senior
Management Personnel in the same position/remuneration or otherwise even after attaining
the retirement age, for the benefit of the Company subject to compliance of provisions of
the Act and Listing Regulations.
3. Policy relating to the Remuneration for the Managing Director,
Whole-time Director, KMP andSenior Management Personnel.
i. General:
a. The remuneration / compensation / commission / fees etc. to be paid
to the Managing Director, Whole-time Director, other Directors, KMP and Senior Management
Personnel will be determined by the Committee and recommended to the Board for approval
which shall be subject to the prior/post approval of the shareholders of the Company or
Central Government, wherever required.
b. The remuneration and commission to be paid to the Managing Director,
Whole-time Director shall be in accordance with the percentage / slabs / conditions laid
down in the Articles of Association of the Company and as per the provisions of the Act.
c. Increments to the existing remuneration/ compensation structure may
be recommended by the Committee to the Board which should be within the slabs approved by
the Shareholders in the case of Managing Director, Whole-time Director.
d. Where any insurance is taken by the Company on behalf of its
Managing Director, Whole-time Director, Chief Executive Officer, Chief Financial Officer,
the Company Secretary and any
other employees for indemnifying them against any liability, the
premium paid on such insurance shall not be treated as part of the remuneration.
ii. Remuneration to Managing Director/Whole-time Directors:
a) Fixed pay
The Managing Director/ Whole-time Director/ KMP and Senior Management
Personnel shall be eligible for a monthly remuneration as may be approved by the Board on
the recommendation of the Committee. The breakup of the pay scale and quantum of
perquisites including, employer's contribution to P.F, pension scheme, medical
expenses, club fees etc. shall be decided and approved by the Board on the recommendation
of the Committee, subject to the approval of the shareholders or Central Government,
wherever required.
B) Minimum Remuneration:
If, in any financial year, the Company has no profits or its profits
are inadequate, the Company shall pay remuneration to its Managing Director, Whole-time
Director in accordance with the provisions of Schedule V of the Act and if it is not able
to comply with such provisions, with the previous approval of the Central Government.
C) Provisions for excess remuneration:
If any Managing Director, Whole-time Director draws or receives,
directly or indirectly by way of remuneration any such sums in excess of the limits
prescribed under the Act or without the approval of the shareholders or the Central
Government, where required, he / she shall refund such sums to the Company and until such
sum is refunded, hold it in trust for the Company. The Company shall not waive recovery of
such sum refundable to it unless permitted by the shareholder or Central Government.
iii. Remuneration to Non- Executive / Independent Director:
a. Sitting Fees:
The Non- Executive / Independent Director may receive remuneration by
way of fees for attending meetings of Board or Committee thereof provided that the amount
of sitting fees shall be such as may be recommended by the Nomination and Remuneration
Committee and approved by the Board of Directors. However, the amount of such fees shall
not exceed Rs. 1 Lac per meeting of the Board or Committee attended by Director or such
other amount as may be prescribed by the Central Government from time to time.
b. Remuneration / Commission:
All the remuneration of the Non-Executive / Independent Directors
(excluding remuneration for attending meetings as prescribed under Section 197 (5) of the
Companies Act, 2013) shall be subject to ceiling/ limits as provided under Companies Act,
2013 and rules made there under or any other enactment for the time being in force. The
amount of such remuneration shall be such as may be recommended by the Nomination and
Remuneration Committee and approved by the Board of Directors or shareholders, as the case
may be.
c. Stock Options:
An Independent Director shall not be eligible to get Stock Options and
also shall not be eligible to participate in any share-based payment schemes of the
Company.
d. Remuneration for services of Professional Nature:
Any remuneration paid to Non- Executive Directors for services rendered
which are of professional in nature shall not be considered as part of the remuneration
for the purposes of clause (b) above if the following conditions are satisfied:
i) The Services are rendered by such Director in his/her capacity as
the professional; and
ii) In the opinion of the Committee, the Director possesses the
requisite qualification for the
practice of that profession.
iv. Remuneration to Key Managerial Personnel and Senior Management:
a. The remuneration to Key Managerial Personnel and Senior Management
shall consist of fixed pay and incentive pay, in compliance with the provisions of the
Companies Act, 2013 and in accordance with the Company's Policy.
b. The Nomination and Remuneration Committee or any other Committee to
be constituted by the Company for the purpose of administering the Employee Stock Option/
Purchase Schemes, shall determine the stock options and other share-based payments to be
made to Key Managerial Personnel and Senior Management.
c. The Fixed pay shall include monthly remuneration, employer's
contribution to Provident Fund, contribution to pension fund, pension schemes, etc. as
decided from to time.
d. The Incentive pay/performance linked pay shall be decided based on
the extent of achievement of the individual target/objective or performance of the Key
Managerial Personnel and Senior Management and performance of the Company which will be
decided annually or at such intervals as may be considered appropriate.
4. Policy Review:
The Policy is framed based on the provisions of the Companies Act, 2013
and rules made there under and the requirement of Regulation 19(4) and Schedule II (Part
D) of the Listing Regulations. In case of any subsequent changes in the provisions of the
Act or any other Regulations which makes any of the provisions of this Policy inconsistent
with the Act or any such Regulation, then the provisions of the Act or such Regulation
would prevail over the Policy and the provisions in the Policy would be modified in due
course to make it in consistent with the Act or such Regulation.
The Committee shall review the Policy as and when any changes are to be
incorporated in the Policy due to changes in the Act or such Regulation or felt necessary
by the Committee. Any changes in the Policy shall be recommended by the Committee to the
Board and shall be effective on approval of the Board
IV. Implementation:
• The Committee may issue guidelines, procedures, formats,
reporting mechanism and manuals in supplement and for better implementation of this policy
as considered appropriate.
• The Committee may Delegate any of its powers to one or more of
its members.
