To,
The Members,
Your Directors have pleasure in presenting their Annual Report on the business
and operations of the Company and the Audited Accounts for the Financial Year ended 31st
March, 2023.
1. FINANCIAL SUMMARY/ HIGHLIGHTS OF PERFORMANCE OF THE COMPANY:
Financial Results
(Rs. in Lakhs)
|
Standalone |
Consolidated |
Particulars |
Year ended 31/03/2023 |
Year ended 31/03/2022 |
Year ended 31/03/2023 |
Year ended 31/03/2022 |
Total Revenue |
291.96 |
30.58 |
5118.94 |
6734.03 |
Expenditure |
282.67 |
40.65 |
4712.83 |
6456.88 |
Profit/(Loss) before Depreciation |
15.10 |
7.12 |
448.62 |
340.91 |
Depreciation |
5.81 |
17.19 |
42.51 |
63.76 |
Profit/(Loss) before Tax |
9.29 |
(10.07) |
406.11 |
277.15 |
Extraordinary/Exceptional items |
- |
- |
- |
- |
Provision for Taxation |
|
|
|
|
Current Tax |
0.84 |
- |
95.38 |
49.80 |
Deferred Tax |
0.69 |
0.35 |
1.50 |
2.91 |
MAT Credit Entitlement |
- |
- |
0.69 |
- |
Less: Minority Interest in subsidiary profit |
- |
- |
- |
25.67 |
Add: Share in Associate |
- |
- |
13.53 |
10.34 |
Profit/(Loss) after Tax |
9.14 |
(9.72) |
322.07 |
209.11 |
2. OVERVIEW OF COMPANY'S PERFORMANCE:
The Company is into the business of trading of steel, trading of goods and others. The
standalone revenue from operations was Rs. 268.03 Lakhs as compared to the NIL revenue
from operations during the previous year. The standalone profit after tax was Rs. 9.14
Lakhs as compared to the loss after tax of Rs. 9.72 Lakhs in the previous year.
The consolidated revenue from operations was Rs. 5043.94 Lakhs in the reporting
financial year as compared to Rs. 6702.87 Lakhs in the previous financial year. The
consolidated profit after tax was Rs. 322.07 Lakhs in the current financial year compared
to Rs. 209.11 Lakhs in the previous financial year.
The performance of the Company in terms of overall revenue generation during the period
under review is quite satisfactory.
3. DIVIDEND:
After considering the present circumstances holistically and keeping in view the need
to conserve the resources in the long run for future, the Board of Directors of the
Company decided that it would be prudent not to recommend any dividend for the year under
review.
4. TRANSFER TO RESERVES:
Reserves & Surplus at the end of the year stood at Rs. 1053.66 Lakhs as compared to
Rs. 1044.52 Lakhs at the beginning of the year.
5. SHARE CAPITAL:
At present, the Company has only one class of shares equity shares with face value of
Rs. 10/- each. During the year under review, the authorised share capital of the Company
increased from Rs. 18,00,00,000/- (Rupees Eighteen Crore) divided into 1,80,00,000 (One
Crore Eighty Lakh) Equity Shares of Rs. 10/- (Rupees Ten) each to Rs. 25,00,00,000/-
(Rupees Twenty Five Crore) divided into 2,50,00,000 (Two Crore Fifty Lakh) Equity Shares
of Rs. 10/- (Rupees Ten) each and issued, subscribed and paid up equity capital is divided
into 1,75,40,000 equity shares of face value of Rs. 10/- each amounting to Rs.
17,54,00,000/-.
6. ISSUE AND ALLOTMENT OF WARRANTS CONVERTIBLE INTO EQUITY SHARES:
The Shareholders of the Company in their meeting held on 30th September,
2021 approved the issue of 1,42,86,000 Convertible Warrants into Equity Shares. The Board
of Directors allotted the Equity Warrants in the following manner:
Date of Board Meeting |
Number of Equity Warrants allotted |
01/12/2021 |
30,12,000 Convertible Equity Warrants |
02/12/2021 |
37,80,000 Convertible Equity Warrants |
06/12/2021 |
74,94,000 Convertible Equity Warrants |
The Board of Directors of the Company in their meeting held on 14th
September, 2022 allotted 74,56,000 Equity Shares converted from Equity Warrants, at a
price of Rs. 10/- per equity share.
7. CHANGE IN NATURE OF BUSINESS:
There has been no change in the nature of business of the Company during the financial
year under review.
8. MAINTAINANCE OF COST RECORDS:
The Company is not required to maintain cost records as specified by the Central
Government under Section 148(1) of the Companies Act, 2013.
9. STATE OF COMPANY AFFAIRS:
The state of your Company's affairs is given under the heading Financial Summary/
Highlights', Overview of Company's Performance' and various other headings in this Report
and the Management Discussion and Analysis Report, which forms part of the Annual Report.
10. DEPOSITS:
Your Company has not accepted any deposits within the meaning of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
11. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:
The activities carried out by the Company are not power intensive and the cost of the
energy is insignificant. The Company has not imported any technology during the year and
there are no plans to import any kind of technology in near future and hence information
regarding its absorption is not applicable. There was no research activities carried out
during the year as well as no foreign exchange income or outgo during the year.
12. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There were no such material changes occurred subsequent to the close of the financial
year of the Company to which the balance sheet relates and the date of the report which
can affect the financial position of the Company.
13. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:
No material order has been passed by the Regulators/Court or Tribunals which can impact
the going concern status and Company's operation in future.
14. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
Rhetan TMT Limited (Formerly known as Rhetan Rolling Mills Private Limited) is
Subsidiary and Vivanza Biosciences Limited is an associate company of the Company.
There are no joint venture companies of the Company. There has been no material change
in the nature of the business of the subsidiary.
In accordance with third proviso of Section 136 (1) of the Companies Act, 2013, the
Annual Report of the Company, containing therein its standalone and the consolidated
financial statements shall be placed on the website of the Company at
www.ashokametcast.in.
Pursuant to the provisions of Section 129 (3) of the Companies Act, 2013 read with Rule
8 (1) of the Companies (Accounts) Rules, 2014, a statement containing salient features of
the Financial Statements of your Company's subsidiary in Form AOC-1 is attached herewith
as Annexure-I.
15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT BY THE COMPANY:
Details of Loans, Guarantees and Investments, if any covered under the provisions of
Section 186 of the Act are given in the notes to the Financial Statements.
16. MEETING OF BOARD OF DIRECTORS:
The Board meeting dates are finalized in consultation with all directors and agenda
papers backed up by comprehensive notes and detailed background information are circulated
well in advance before the date of the meeting thereby enabling the Board to take informed
decisions.
During the year under the review, the Board met 7 (Seven) times during the year on
10/05/2022, 17/05/2022, 02/07/2022, 14/09/2022, 14/11/2022, 01/12/2022 and 11/01/2023 with
gap between Meetings not exceeding the period prescribed under the Companies Act, 2013 and
Rules made thereunder.
Name of Directors |
Category/Designation |
Number of Meetings Attended / Total Meetings held during the year
2022-23 |
Attendance at the last AGM held on 5th August, 2022 |
Ashok C. Shah |
Managing Director |
7/7 |
Yes |
Shalin A. Shah |
Non-Executive Director |
7/7 |
Yes |
Hiteshkumar M. Donga (w.e.f. 06/04/2023) |
Non-Executive Director |
- |
- |
Daxaben M. Shah |
Independent Director |
7/7 |
Yes |
Rushabh R. Shah (w.e.f. 06/04/2023) |
Independent Director |
- |
- |
Twinkle K. Chheda (up to 30/06/2023) |
Independent Director |
7/7 |
Yes |
Deepti G. Gavali (w.e.f. 11/08/2023) |
Additional (Independent) Director |
- |
- |
17. COMMITTEES OF THE BOARD:
During the year, in accordance with the Companies Act, 2013, the Board constituted some
of its Committees.
AUDIT COMMITTEE:
The major terms of reference of the Audit Committee include:
- Examination of Financial Statements and Auditor's Report thereon;
- Recommendation for appointment, remuneration and terms of appointment of auditors of
the Company;
- Evaluation of internal financial controls and risk management systems; - Approval or
modifications of related party transactions;
- Review functioning of the Whistle Blower mechanism;
- Scrutiny of inter-corporate loans and investments.
Composition of Audit Committee as on the date of the report:
Sr. No. Name of the Director |
DIN |
Status |
Category |
1. Mrs. Daxaben Shah |
08054390 |
Chairman |
Non-Executive Independent Director |
2. Mr. Shalin Shah |
00297447 |
Member |
Non-Executive Director |
3. Ms. Twinkle Chheda (upto 30/06/2023) |
09502345 |
Member |
Non-Executive Independent Director |
4. Mr. Rushabh Shah (w.e.f. 11/08/2023) |
09474282 |
Member |
Non-Executive Independent Director |
Attendance of each member of the Audit Committee:
Committee Members |
Meetings held |
Meetings attended |
Mrs. Daxaben Shah |
3 |
3 |
Mr. Shalin Shah |
3 |
3 |
Ms. Twinkle Chheda (upto 30/06/2023) |
3 |
3 |
Mr. Rushabh Shah (w.e.f. 11/08/2023) |
3 |
- |
Number of Audit Committee Meetings held during the year:
Audit Committee met 3 (three) times during the year under review i.e. on 10/05/2022,
17/05/2022 and 14/11/2022.
NOMINATION AND REMUNERATION COMMITTEE:
The major terms of reference of the Nomination & Remuneration Committee include:
-Identification of persons qualified to become directors and be appointed in senior
management in accordance with the criteria laid down, recommend to the Board their
appointment and removal;
-Formulation of the criteria for determining qualifications, positive attributes and
independence of a director;
-Specifying the manner for effective evaluation of performance of Board, its committees
and individual directors; -Recommending to the Board a policy, relating to the
remuneration for the directors, key managerial personnel and other employees.
Composition of Nomination & Remuneration Committee as on the date of the report:
Sr. No. Name of the Director |
DIN |
Status |
Category |
1. Ms. Twinkle Chheda (upto 30/06/2023) |
08054390 |
Chairman |
Non-Executive Independent Director |
2. Mr. Rushabh Shah (w.e.f. 11/08/2023) |
09474282 |
Chairman |
Non-Executive Independent Director |
3. Mr. Shalin Shah |
00297447 |
Member |
Non-Executive Director |
4. Mrs. Daxaben Shah |
09502345 |
Member |
Non-Executive Independent Director |
Attendance of each member of the Nomination and Remuneration Committee:
Committee Members |
Meetings held |
Meetings attended |
Ms. Twinkle Chheda (upto 30/06/2023) |
2 |
2 |
Mr. Rushabh Shah (w.e.f. 11/08/2023) |
2 |
- |
Mr. Shalin Shah |
2 |
2 |
Mrs. Daxaben Shah |
2 |
2 |
Number of Nomination and Remuneration Committee Meetings held during the year:
The Nomination and Remuneration Committee meet 2 (two) times in the financial year
2022-23 i.e. on
02/07/2022 and 01/12/2022.
STAKEHOLDERS RELATIONSHIP COMMITTEE:
The major terms of reference of the Stakeholders Relationship Committee include:
- Consideration & Resolution of the grievances of security holders of the Company;
- Reviewing of Transfer/ Transmission requests/ Demat/ Remat requests of the security
shareholders and issuance of duplicate share certificate, if any.
Composition of Stakeholders Relationship Committee as on the date of the report:
Sr. No. Name of the Director |
DIN |
Status |
Category |
1. Mrs. Daxaben Shah |
08054390 |
Chairman |
Non-Executive Independent Director |
2. Mr. Shalin Shah |
00297447 |
Member |
Non-Executive Director |
3. Ms. Twinkle Chheda (upto 30/06/2023) |
09502345 |
Member |
Non-Executive Independent Director |
4. Mr. Rushabh Shah (w.e.f. 11/08/2023) |
09474282 |
Member |
Non-Executive Independent Director |
Attendance of each member of the Stakeholders Relationship Committee:
Committee Members |
Meetings held |
Meetings attended |
Mrs. Daxaben Shah |
4 |
4 |
Mr. Shalin Shah |
4 |
4 |
Ms. Twinkle Chheda (upto 30/06/2023) |
4 |
4 |
Mr. Rushabh Shah(w.e.f. 11/08/2023) |
4 |
- |
Number of Stakeholders Relationship Committee Meetings held during the year:
The Stakeholders Relationship Committee met four times during the Financial Year
2022-23 i.e. on 10/05/2022, 02/07/2022, 14/11/2022 and 11/01/2023.
18. EXTRACTS OF ANNUAL RETURN:
Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013,
copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of
the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration)
Rules, 2014 are placed on the website of the Company and is accessible at the web link:
http://www.ashokametcast.in/Investor%20Desk.html
19. INSURANCE:
All the Properties of the Company are adequately insured.
20. RELATED PARTY TRANSACTIONS:
There are no materially significant related party transactions as per Companies Act,
2013 made by the Company which may have a potential conflict with the interest of the
Company at large. Accordingly, disclosure in Form AOC-2 is not applicable and provided
for. Related Party disclosure under regulation 34(3) read with schedule V of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is as under:
Sr. Disclosure of loans / advances / investments / Outstanding during the year |
As at 31st March, 2023 (Rs. in Lakhs) |
Maximum amount during the year (Rs. in Lakhs) |
1 Loans and advances in the nature of loans to subsidiary |
209.50 |
950.60 |
2 Loans and advances in the nature of loans to associate |
0 |
0 |
3 Loans and advances in the nature of loans to firms/companies in which directors are
interested |
0 |
0 |
Further, transactions if any of the Company with any person or entity belonging to the
promoter/promoter group which hold(s) 10% or more shareholding in the listed entity are
given in the notes to the Financial Statements.
21. DIRECTORATE AND KEY MANAGERIAL PERSONNEL:
The Board of Directors of your company has various executive and non-executive
directors including Independent Directors who have wide and varied experience in different
disciplines of corporate functioning.
Following changes took place in the Board of Directors and Key Managerial Personnel of
the Company:
Mr. Hiren Tribhovandas Makwana was appointed as the Chief Financial Officer of the
Company w.e.f. 2nd July, 2022, by the Board of Directors in their meeting held
on 2nd July, 2022.
Mr. Ashok Chinubhai Shah, Director of the Company was appointed as the Managing
Director of the Company in the Board Meeting of the Company held on 2nd July,
2022. The business of his appointment as the Managing Director was approved by the members
at their meeting held on 5th August, 2022.
Ms. Twinkle Chheda, Independent Director of the Company resigned w.e.f. 30th
June, 2023, due to personal reasons. The Company had received a confirmation that there
are no material reasons for her resignation other than the reasons provided by her.
In the opinion of the Board, Ms. Twinkle Chheda was a person of integrity, expert and
experienced (including the proficiency).
Mr. Divyarajsinh Zala, Company Secretary & Compliance Officer of the Company
resigned w.e.f. 4th June, 2022, due to personal reasons.
Ms. Anchal Bansal was appointed by the Board of Directors of the Company at their
meeting held on 1st December, 2022 w.e.f. 1st December, 2022.
Mr. Hitesh Donga was appointed as an Additional Non-Executive Director by the Board of
Directors w.e.f. 6th April, 2023. Further, his appointment was ratified by the
shareholders of the Company at their Extra- Ordinary General Meeting held on 30th
June, 2023.
Mr. Rushabh Shah was appointed as an Additional (Independent) Director by the Board of
Directors w.e.f. 6th April, 2023. Further, his appointment was ratified by the
shareholders of the Company at their Extra- Ordinary General Meeting held on 30th
June, 2023.
In the opinion of the Board, Mr. Rushabh Shah is a person of integrity, expert and
experienced (including the proficiency).
Mrs. Deepti Gavali was appointed an Additional (Independent) Director by the Board of
Directors at their meeting held on 11th August, 2023 w.e.f. 11th
August, 2023 for a period of 5 (five) years, subject to the members' approval. The
business of ratification of her appointment is being placed before the members at the
Annual General Meeting.
In the opinion of the Board, Mrs. Deepti Gavali is a person of integrity, expert and
experienced (including the proficiency).
In accordance with the provisions of Section 152 of the Companies Act, 2013 and
Articles of Association of the Company, Mr. Shalin A. Shah (DIN: 00297447) retires by
rotation at the ensuing Annual General Meeting and being eligible in terms of Section 164
of the Act offers himself for re-appointment.
All Independent Directors have given declarations that they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act, 2013.
Further, the Independent Directors have also submitted their declaration in compliance
with the provisions of Rule 6(3) of Companies (Appointment and Qualification of Directors)
Rules, 2014, as amended from time to time, which mandated the inclusion of an Independent
Director's name in the data bank of Indian Institute of Corporate Affairs
("IICA") for a period of one year or five years or life time till they continues
to hold the office of an independent director.
22. ANNUAL PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS:
Pursuant to the provisions of the Act and the corporate governance requirements as
prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements), Regulations, 2015, the Board had carried out performance evaluation of its
own, the Board Committees and of the Independent directors.
Independent Directors at a separate meeting evaluated performance of the
Non-Independent Directors, Board as a whole and of the Chairman of the Board.
The following were the Evaluation Criteria:
(a) For Independent Directors:
- Knowledge and Skills
- Professional conduct
- Duties, Role and functions
(b) For Executive Directors:
- Performance as Team Leader/Member.
- Evaluating Business Opportunity and analysis of Risk Reward Scenarios
- Key set Goals and achievements
- Professional Conduct, Integrity
- Sharing of Information with the Board
The Directors expressed their satisfaction with the evaluation process.
23. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES :
Disclosures pertaining to remuneration and other details as required under Section 197
(12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is annexed herewith as Annexure-II.
24. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
In terms of the Regulation 34(e) read with Schedule V of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis Report
forms part of this Report as Annexure-III.
25. CEO AND CFO CERTIFICATION:
Mr. Shalin A. Shah, Managing Director and Mr. Subha Ranjan Dash, CFO have given
certificate to the board as contemplated in SEBI Listing Regulations. The said certificate
is attached as Annexure-IV.
26. LISTING OF SHARES:
The Equity Shares of the Company are listed on the BSE Limited (BSE) with scrip code
No. 540923 & security Symbol: ASHOKAMET. The Company confirms that the annual
listing fee to the stock exchange for the financial year 2023-24 has been paid.
27. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:
The Board has on the recommendation of the Nomination & Remuneration Committee,
formulated criteria for determining Qualifications, Positive Attributes and Independence
of a Director. No remuneration is paid to any of the Directors of the Company including
Managing Director during the year 2022-23.
28. MANAGERIAL REMUNERATION:
The Company had not paid any remuneration to the Managing Director or any sitting fees
to Non-Executive Directors for attending any meetings during the financial year ended 31st
March, 2023.
29. INDEPENDENT DIRECTORS' MEETING:
Independent Directors of the Company had met during the year under the review on 24th
March, 2023. The Independent Directors' in its meeting reviewed and considered:
1. The performance of Non-Independent Directors and the Board of Directors;
2. The performance of the Chairperson of the Company;
3. Assess the quality, quantity and timeliness of flow of information between the
management of the Company and the Board of Directors that is necessary for the Board of
Directors to effectively and reasonably perform their duties.
30. COMMITTEES OF THE BOARD:
There are currently
Three Committees of the Board as enumerated hereunder:
1. Audit Committee
2. Nomination and Remuneration Committee and 3. Stakeholders' Relationship Committee
31. AUDITORS:
A. Statutory Auditors
M/s. GMCA & Co., Chartered Accountants, Ahmedabad (FRN: 109850W), was appointed as
Statutory Auditors of the Company at the Board Meeting held on 17th May, 2022
w.e.f. 17th May, 2022 till the conclusion of this Annual General Meeting, to
fill the casual vacancy caused by M/s. Sunil Poddar & Co., Chartered Accountants,
Ahmedabad (FRN: 110603W) on 12th May, 2022.
The business of appointment of M/s. GMCA & Co., Chartered Accountants, Ahmedabad as
Statutory Auditor of the Company for a term of 5 (five) consecutive years, to hold office
from the conclusion of the 13th AGM till the 18th AGM was approved
by the members of the Company at their AGM held on 5th August, 2022.
The Report given by the Auditors on the financial statements of the Company is a part
of the Annual Report. The notes to the accounts referred to in the Auditors' Report are
self-explanatory and therefore do not call for any further comments.
There has been no qualification, reservation, adverse remark or disclaimer given by the
Auditors in their Report.
B. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Chintan K.
Patel, Practicing Company Secretary, Ahmedabad to undertake the Secretarial Audit of the
Company. The Secretarial Audit Report is annexed herewith as Annexure-V.
The observations of the Secretarial Auditor in the Secretarial Audit Report are
self-explanatory and therefore do not call for any further comments.
32. SECRETARIAL STANDARDS:
The Company duly complies with the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India.
33. INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:
Pursuant to provisions of Section 143(12) of the Companies Act, 2013, as amended from
time to time, the Statutory Auditors have not reported any incident of fraud to the
Company during the year under review.
34. INTERNAL FINANCIAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK:
The Company has an Internal Financial Control System, appropriate considering the size
and complexity of its operations. The internal financial controls are adequate and are
operating effectively so as to ensure orderly and efficient conduct of business
operations. The Audit Committee in consultation with the internal auditors formulates the
scope, functioning, periodicity and methodology for conducting the internal audit. Based
on the internal audit report and review by the Audit committee, process owners undertake
necessary actions in their respective areas. The internal auditors have expressed that the
internal control system in the Company is robust and effective. The Board has also put in
place requisite legal compliance framework to ensure compliance of all the applicable laws
and that such systems are adequate and operating effectively.
35. RISK MANAGEMENT:
Company has implemented an integrated risk management approach through which it reviews
and assesses significant risks on a regular basis to help ensure that there is a robust
system of risk controls and mitigation in place. Senior management periodically reviews
this risk management framework to keep updated and address emerging challenges. Major
risks identified by the businesses and functions are systematically addressed through
mitigating actions on a continuing basis.
36. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
As per the requirement of The Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 (Act') and Rules made thereunder, your
Company has assigned the responsibilities to Audit Committee. During the year, no
complaint with allegations of sexual harassment was filed with the Company.
37. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:
In accordance with Section 177 of the Companies Act, 2013 and Regulation 22 of
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has constituted a Whistle Blower Policy/ Vigil Mechanism to
establish a vigil mechanism for the directors and employees to report genuine concerns in
such manner as may be prescribed and to report to the management instances of unethical
behaviour, actual or suspected fraud or violation of the Company's code of conduct. Vigil
Mechanism policy is available on the website of the Company at
http://ashokametcast.in/Reports/Policy/whistle-blower-policy.pdf
38. PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view
to regulate trading in securities by the Directors and designated employees of the
Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits
the purchase or sale of Company's shares by the Directors and the designated employees
while in possession of unpublished price sensitive information in relation to the Company
and during the period when the Trading Window is closed. The Board is responsible for
implementation of the Code. All Board Directors and the designated employees have
confirmed compliance with the Code.
39. DIRECTORS' RESPONSIBILITY STATEMENT:
In accordance with Section 134(5) of the Companies Act, 2013 and to the best of their
knowledge and belief and according to the information and explanations obtained by them,
your Directors state that-
i. In the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
ii. 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 31st
March, 2023 and of the profit and loss of the company for that period;
iii. The directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of Companies Act, 2013 and Rules made
thereunder for safeguarding the assets of the company and for preventing and detecting
fraud and other irregularities;
iv. The directors had prepared the annual accounts on a going concern basis;
v. The directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively, and
vi. 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.
40. MIGRATION FROM BSE SME PLATFORM TO BSE & NSE MAIN BOARD:
The members of the Company have passed Special Resolution to migrate the Company from
SME platform of BSE Limited to Main Board of BSE Limited (BSE') and National Stock
Exchange of India Limited (NSE') through Postal Ballot on 15th February,
2023. The Company got the final approval from BSE Limited and National Stock Exchange of
India Limited on 23rd June, 2023, for migration of the Company to BSE and NSE
Main Board with effect from 27th June, 2023.
41. CORPORATE GOVERNANCE:
As required by the SEBI Listing Regulations, a detailed report on Corporate Governance
is given as a part of the Annual Report. Report on Corporate Governance is attached as Annexure-VI.
The Practicing Company Secretary's Certificate of the compliance with Corporate
Governance requirements by the Company is attached to the Report on Corporate Governance
as Annexure-VII.
42. CORPORATE SOCIAL RESPONSIBILITY:
The Company is not covered under section 135 of Companies Act, 2013 hence details
regarding policy on Corporate Social Responsibility is not applicable to the Company.
31. ACKNOWLEDGEMENT:
Your Directors take this opportunity to express their gratitude for the generous
commitment, dedication, hard work and significant contribution made by employees at all
levels for the development of the Company. Your Directors also sincerely thank to all the
stakeholders, customers, vendors, bankers, business associates, government, other
statutory bodies and look forward to their continued assistance, co-operation and support.
Place: Ahmedabad |
For and on behalf of the Board |
|
Date: 11th August, 2023 |
|
|
|
Sd/- |
Sd/- |
|
Ashok C. Shah |
Shalin A. Shah |
|
Managing Director |
Director |
|
DIN: 02467830 |
DIN: 00297447 |