<dhhead>DIRECTORS’ REPORT TO THE MEMBERS
</dhhead>
The Thirteenth Annual Report on the Business and Operations of
the Company, along with the Audited Accounts of the Company for the Financial Year
Ended March 31, 2023, are being presented with pleasure by Your Directors.
FINANCIAL RESULTS
Below is a summary of the Company's financial results for the
fiscal year that ended on March 31, 2023:
Particulars |
FY 2023 |
FY 2022 |
Total Revenue |
2056.31 |
1,65.90 |
Profit Before Tax |
170.82 |
3.55 |
Less: Current Tax |
44.82 |
7.21 |
Less- Short provision for earlier |
0 |
0 |
Less: Deferred Tax |
0.12 |
(0.87) |
Profit After Tax |
125.88 |
(2.80) |
STATE OF COMPANY’S AFFAIRS
We are pleased to inform you that the Company's securities have
completed eight years on the SME platform of the Bombay Stock Exchange. The listing of the
Company on a National platform has provided it with enormous opportunities for the
expansion of the business.
The Company in the FY 2021-22 is engaged in travel and tourist
business, in addition to conducting trading in normal course of business. Post-Covid 19
pandemic, the company tours and travel business were adversely affected and the company
started experiencing losses.
In mid of FY 2022-23 the Board of Directors decided to shift the
company's primary line of business activities and concentrate more on trading vast variety
of products, ranging from import of fruits etc.
The resulted growth in FY 2022-23 has come from broad-based
performance across markets and industry verticals. The order book continues to be strong,
indicating demand for your company’s products.
Demand for our product in Indian market showed remarkable
resilience. On the business front, this FY, 2023 we have clocked revenue amounting to Rs.
2056.31 lakhs registering a growth of 1139.48 % i.e., 12.39 times as compared to previous
year revenue amounting to Rs. 165.90 lakhs.
On the profit front, this FY 2023 we achieved the profit before
tax Rs. 170.82 lakh, 4711.830% i.e., 48.12 times higher as compared to Rs. 3.55 lakhs
during the nancial year 2022.
Detailed information about the operations of the Company is
incorporated in the Management Discussion and Analysis Report. The company makes the duly
payment of annual listing fees for the financial year 2022-23
DIVIDEND
In light of the future expansion plan of business activities in
the subsequent years and in an effort to preserve Company resources, the Board has decided
not to recommend any dividend on the Equity Shares for the FY 2023.
RESERVE
During the year under review, the company has transferred 132.49
lakhs amount to “Reserves and Surplus”. This item is explained under the head
“Surplus” forming part of the Balance Sheet, as mentioned in the Note No. 3 of
the Significant accounting policies and notes forming part of the financial statements
CAPITAL STRUCTURE
CHANGES IN AUTHORIZED SHARE CAPITAL
There is an addition in the Authorized Capital of the Company
from Rs. 13,20,00,000/- (Thirteen Crores Twenty Lakh Only) comprising 1,32,00,000 (One
Crore Thirty-Two lakh only) Equity Shares of Rs. 10/- (Rupees Ten) each has increased to
Rs. 16,20,00,000/- (Sixteen Crores Twenty Lakh Only) comprising 1,62,00,000 (One Crore
Sixty-Two lakh only) Equity Shares of Rs. 10/- (Rupees Ten).
INCREASE IN PAID UP SHARE CAPITAL
There is the increase in paid-up share capital of your Company
during the FY 2022-23. The paid-up capital stood at Rs.15,89,73,940/- (Rupees Fifteen
Crores Eighty-Nine Lakh Seventy-Three Thousand Nine Hundred Forty), comprising 1,58,97,394
(One Crore Fifty-Eight Lakh Ninety-Seven Thousand Three Hundred Ninety-Four) Equity Shares
of Rs. 10/- (Rupees Ten) each.
DETAILS PERTAINING TO FURTHER ISSUE OF SHARES DURING FY 2022-
2023 a) Preferential Allotment of warrants to promoter and non- promoter in lieu of equity
shares
As reported in previous financial year, the Company has issued
to its Promoters, Promoter Group and Non-Promoters 73,99,998 warrants at a priceof Rs.
13.50/- each entitling them for subscription of equivalent number of Equity Shares of Rs.
10/- each (including premium of Rs. 3.50/- each Share) under Regulation 28(1) On June
4, 2022 of the SEBI (LODR) Regulations, 2015. The holder of the warrants has paid 25%
as upfront money i.e., Rs. 2,49,75,000.50 towards share warrants and would need to
exercise the option to subscribe to equity shares before the expiry of 18 months from the
date of allotment made on 24th March, 2022 upon payment of the balance 75% of
the consideration of warrants. The company during the year under review has received the
balance 75% consideration from 72,41,998 warrant holder out of 73,99,998 warrant holders.
And on receipt of amount from warrant holder the company in lieu of warrants issued the
equivalent number of equity shares. The following are the specifics of the share
allocation:
On April 18, 2022, the Company allotted equity shares after
receiving the remaining 75% consideration from the holders of 58,40,898 warrants, and
trading permission was received on May 12, 2022. On May 12, 2022, the Company allotted
equity shares after receiving the remaining 75% consideration from the holders of
13,51,100 warrants, and trading permission was received on June 6, 2022. the Company
allotted equity shares after receiving the remaining 75% consideration from the holders of
50,000 warrant and trading permission was received on June 22,2022.
B) Bonus issue
During the Fiscal Year 2022 2023, the Company's activities and
performance are in an advanced stage, which has greatly increased the liquidity of the
Company's shares in the stock market. The Board of Directors of the Company recommended
issuing bonus shares in the ratio of twenty-four (24) equity shares for every hundred
(100) existing equity shares The Company at its general meeting held on 13th March, 2023
has taken approval from members for issuance of 30,76,896 Bonus Equity Shares representing
in 24:100. Thereafter the shares were allotted on March 27, 2023, and on April 13, 2023,
BSE granted the trading authorization.
C) Issue of equity shares with Differential Rights, Sweat Equity
ESOS etc. If any
During the period under review the Company has only one class of
Share Capital i.e., Equity Shares of Rs. 10/- each. The company has neither issued shares
with differential voting rights nor issued sweat equity or granted stock options.
BUY BACK OFSECURITIES
The Company has not bought back any of its securities during the
year under review.
CHANGE IN THE NATURE OF BUSINESS
There is no Change in the nature of the business of the Company
during the year. However, the company has diversified his business activities in the mid
of Financial Year 2023 to trading of the products like fruits etc. import and export.
MATERIAL CHANGES AND COMMITMENTS
There are no material changes and commitments affecting the
financial position of the Company between the end of the financial year i.e., 31st March,
2023 the date of this report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS
There were no significant/material orders passed by the
Regulators/Courts/ Tribunals which would impact the going concern status of the Company
and its future operations.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
The Company does not have any subsidiaries or Associate
Companies nor has entered into any Joint Ventures with any other Company during the year
under review. Accordingly, no details are required to be reported in Form AOC-1 and thus
it does not form a part of this report.
EXTRACT OF THE ANNUAL RETURN
As provided under Section 92(3) and 134(3)(a) of the Act, read
with Rule 12 of Chapter VII Rules of the Companies (Management and Administration)
Amendment Rules, 2020, Annual Return in Form MGT-7 for FY 2022-23 is uploaded on the
website of the Company at www.growington.in.
COMPLIANCE OF SECRETARIAL STANDARDS
During Financial Year 2022-23, the Company has complied with the
applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS U/S 186
The 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.
DEPOSITS
During the year under review, the Company has not accepted any
deposits from the public within the meaning of Sections 73 and 74 of the Act read with the
Companies (Acceptance of Deposits) Rules, 2014.
DISCLOSURE PURSUANT TO LISTING REGULATIONS
Necessary disclosures pursuant to listing regulations are made
hereunder: - The securities of the Company have been listed on the Small and Medium
Enterprise (SME) platform of Bombay Stock Exchange (BSE).
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report on the operations
of the Company, as required under the Listing Regulations is provided in a separate
section and forms an integral part of this Annual Report.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and the
SEBI (LODR) Regulations, 2015, the Board has carried out the evaluation of its own
performance and that of its committees as well as evaluation of performance of the
individual directors. The manner in which the evaluation has been carried out has been
explained in the Corporate Governance Report attached to this Report.
STATUTORY AUDITORS AND THEIR AUDIT REPORT
The Statutory Auditor M/S D K Chhajer & Co. (FRN 304138E), a
chartered accounting firm, was re- appointed in 12th Annual General Meeting
held on September 26, 2022 for the term of five consecutive year till the conclusion of 16th
AGM. M/S D K Chhajer & Co. (FRN 304138E), have given the confirmation that they
are within the limits prescribed under the section 141 of the CompaniesAct, 2013 read with
rules and that they are not disqualified for reappointment within the meaning of Section
141 of the Companies Act 2013. They have also confirmed that they hold a valid peer review
certificate as prescribed under Regulation 33(1) (d) of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Auditors’ Report for the financial year ended 31st
March, 2023 on the financial statements of the Company is a part of this Annual
Report. There is no qualification, reservation or adverse remark made by the Statutory
Auditors in their report. The Auditors have not reported any incident offraud in terms of
Section 143 (12) of the Act. The Notes on Financial Statements referred to in the Auditors’
Report are self- explanatory and do not call for any further comments.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGEEARNING & OUTGO
The information on conservation of energy, technology absorption
and foreign exchange earnings and outgo as prescribed under Section 134(3) (m) of the
Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 are as under:
(A) Conservation of Energy and Technology Absorption:
The Company is not carrying on any production and manufacturing
activities and has not imported any technology during the year under review, therefore
there is nothing to report in this regard.
(B) Foreign Exchange Earnings and Outgo:
The income & expenditure accrued/ incurred during the year
are as follows:
Particulars |
As on 31stMarch, 2023 |
As on 1stMarch, 2022 |
Foreign Exchange Earnings (Gains arising out of fluctuations in
foreign currency) |
7392.49 |
NIL |
Foreign Exchange Outgoings: |
NIL |
NIL |
(The company has remitted 7,38,539.72 to vendors located outside
India during the financial year 2022- 2023. |
|
|
The information pertaining to conservation of energy, technology
absorption, foreign exchange Earnings and outgo as required under Section 134 (3)(m) of
the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is
furnished in Annexure - A and is attached to this report
INTERNAL AUDITORS
The Company has re-appointed Mr. Prem Suman (M. No. 066806)
Partner of P. Suman & Associates (Firm Registration No. 327089E) as Internal Auditor
of the Company for the Financial Year 2022-2023 in accordance with Section 138 of the Act,
read with the Companies (Accounts) Rules, 2014.
SECRETARIAL AUDITORS
In accordance with provisions of Section 204, of the Companies
Act, 2013, the Company had re-appointed M/S Santosh Singh & Associates,
Practicing Company Secretaries for the Financial Year 2023-2024. The Secretarial Audit
Report for the financial year 2022-2023 is annexed tothis report as Annexure B.
CORPORATE GOVERNANCE REPORT
In terms of the provisions of Regulation 34(3) of the SEBI
(LODR) Regulations, 2015, the Corporate Governance Report, the Management Discussion and
Analysis Statement and the Certificate on the compliance of conditions of Corporate
Governance form part of the Annual Report.
DETAILS OF DIRECTORS AND KMP
Directors and Key Managerial Personnel
The Board of Directors is duly constituted in compliance with
the provisions of the Companies Act, 2013 and relevant rules made thereunder. The members
of the Company on its 12th Annual General Meeting held on 26th September,2022
approved the resignation letter submitted by Mr. Sanjay Kumar Srivastava from the post of
Independent Director of the Company and has appointed Mr. Abhimanyu Kumar (DIN 01497152)
as an Independent Director of the Company to hold office for a term of 5 consecutive
years. Mr. Vikram Bajaj (DIN: 00553791) is the promoter as well as the Non- Executive
director of the Company. The Company expresses its appreciation for value contribution
made by him during his tenure on the board of the Company
Mr. Lokesh Patwa (DIN: 06456607) is Whole-time director of the
company and has been associated with the Company since 2010 and has been responsible for
the consistently good performance of the Company
Mrs. Ankita Mundhra (DIN: 08227770) Non-Executive Independent
Director of the Company.
Mr. Abhimanyu Kumar (DIN: 01497152) the Non Executive
Independent Directors of the company.
KEY MANAGERIAL PERSONNEL:
Mr. Nikhil Anil Durgade tenders his resignation from the post of
Chief Financial Officer of the Company w.e. f 06th March, 2023. The company is
in the process of finding the suitable candidate in his place.
Ms. Sunita Gupta (PAN: BIQPG0067G) was appointed as the Company
Secretary of the Company with effect from 22-01-2019. From there, she is continuingher
role as the Company Secretary of the company to look after the Secretarial work of the
company. A certificate has been received from Practicing Company Secretaries M/S
Santosh Singh & Associates, pursuant to SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, that none of the Directors on the Board of the Company
has been debarred or disqualified from being appointed or continuing as directors of
companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or
any such statutory authority. The same is annexed to this Report as Annexure - C.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors duly met on 4th April , 2022,
11th April, 2022, 18th April 2022, 29th April,2022, 12th
May 2022, 18th May,2022, 23rd May 2022, 30th May,
2022, 4th June 2022, 17th August, 2022, 26th August 2022,
23rd September, 2022 , 07th October,2022 10th November,
2022 , 14th November 2022, 15th December, 2022, 17th February
2023, 06th March, 2023 and 27th March 2023, the maximum gap between
two Board meetings was not more than one hundred and twenty days as per the Section 173(1)
of the Companies Act,2013.
The details of Board meetings held during the financial year,
attendance of Directors at the meetings, etc., have been provided separately in the report
on corporate governance forming part of this Annual Report.
COMMITTEES OF BOARD
Pursuant to various requirements under the Act and the Listing
Regulations, the Board of Directors has constituted various committees such as Audit
Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee,
Risk Management Committee and Sexual Harassment Committee. The details of all the above
committees along with composition, terms of reference, attendance at meetings and meetings
held during the year, are provided in the “Corporate Governance Report” forming
part of this Annual Report.
DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS
The Independent directors have submitted their declaration of
independence, as required under section 149(7) of the Act stating that they meet the
criteria of independence as provided in section 149 (6) of the Act, read with regulation
16 and 25 of the Listing Regulations, 2015, as amended.The independent directors have also
confirmed compliance with the provisions of section 150 of the Act read with rule 6 of
Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended,relating
to inclusion of their name in the databank of independent directors. The Board took on
record the declaration and confirmation submitted by the independent directors regarding
their meeting the prescribed criteria of independence, after undertaking due assessment of
the veracity of the same as required under regulation 25 of the Listing Regulations, 2015.
MEETING OF INDEPENDENT DIRECTORS
As required under Regulation 25(3) of SEBI (Listing Obligation
and Disclosure Requirements) Regulation, 2015 and Schedule IV of the Act, Mrs. Ankita
Mundhra and Mr. Abhimanyu Kumar, the Independent Directors of the Company had a separate
meeting held on 10th February, 2023.
PARTICULARS OF EMPLOYEES
The Company does not have any employee drawing a remuneration
beyond the limit in terms of the provisions of Section 197(12) of the Act read with Rules
5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.The details of Remuneration is enclosed as Annexure-D
STRUCTURED DIGITAL DATABASE COMPLIANCE (PURSUANT TO SECURITIES
AND EXCHANGE BOARD OF INDIA (PROHIBITION OF INSIDER TRADING REGULATIONS, 2015)
For the purpose of comply with the PIT regulation & In the
interest of general public, fair trading in securities markets and to prohibit insider
trading in corporates and other organizations, Securities and Exchange Board of India
(SEBI) has enacted SEBI (Prohibition of Insider Trading) Regulations,
2015,(hereafter referred to as “PIT regulations”)
which sets clear rules and procedures for dealing in securities by the Promoters,
Directors, Key Managerial Personnel (KMP) and other Designated Persons those who have
access to Unpublished Price Sensitive Information(UPSI information which is not published,
but which may affect the share price when it gets published) in an Organization, We are
aware of the compliance requirement of Structured Digital Database (SDD) pursuant to
provisions of Regulation 3(5) and 3(6) of Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015 (PIT Regulations).
And certify that:
Sr.No. Compliance Requirement |
Yes/No |
Observation/Remark |
1. The Company has a Structured Digital Database in place |
Yes |
The company has its structured Digital Database |
2. Control exists as to who can access the SDD |
Yes |
The absolute control exists as the user’s name &
Password is captured by the System |
3. All the UPSI disseminated in every quarter (half yearly in
case of SME) for FY 22- 23 have been captured in the Database |
Yes |
All the UPSI disseminated in Half yearly basis (SME) for FY
22-23 have been captured in the Database |
4. The system has captured nature of UPSI along with date and
time |
Yes |
We have captured the nature of UPSI along with date and Time |
5. The database has been maintained internally and anaudit trail
is maintained |
Yes |
The database has been maintained internally on audit trail
exists |
6. The database is non- tamperable and has the capability to
maintain the records for 8 years. |
Yes |
The database is non- temperable |
RELATED PARTY TRANSACTIONS
All Related Party Transactions that were entered into during the
financial year ended 31st March, 2023 were on an arm’s length basis and
were in the ordinary course of business. Therefore, the provisions of Section 188 of the
Companies Act, 2013 were not attracted.
Further, there are no materially significant related party
transactions during the year under review made by the Company with Promoters, Directors,
or other designated persons which may have a potential conflict with the interest of the
Company at large.
Thus, disclosure in Form AOC-2 is not required. However, the
disclosure of transactions with related party for the year, as per Accounting Standard-18
- Related Party Disclosures is given in Note No. 27 to the Balance Sheet as on 31st
March, 2023.
STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL
WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has documented its internal financial controls
considering the essential components of various critical processes, both physical and
operational. This includes its design, implementation and maintenance, along with periodic
internal review of operational effectiveness and sustenance and whether these are
commensurate with the nature of its business and the size and complexity of its
operations.
This ensures orderly and efficient conduct of its business,
including adherence to the Company’s policies, safeguarding of its assets, prevention
of errors, accuracy and completeness of the accounting records and the timely preparation
of reliable financial information. Internal financial controls with reference to the
financial statements were adequate and operating effectively.
POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY
MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT
The Company has formulated and adopted a Nomination and
Remuneration Policy in accordance with the provisions of Act read with the Rules issued
thereunder and the Listing Regulations. The said Policy of the Company, inter alia,
formulates the criteria for appointment of Executive, Non-Executive and Independent
Directors on the Board of Directors of the Company and persons in the Senior Management of
the Company, their remuneration and such other matters as provided under sub-section (3)
of Section 178 of the Act. The policy aims to attract, retain and motivate qualified
people at the executive and at the board levels and ensures that the interests of Board
members & senior executives are aligned with the business strategy, objectives, values
and long-term interests of the Company. The Policy is available on the website of the
Company at www.growington.in.
ESTABLISHMENT OF CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY
AND RELATED DISCLOSURE/ COMPLIANCES
The Board of Directors confirms that the provisions as laid down
in Section 135 of the Companies Act, 2013 and the rules made thereunder is not applicable
to our Company for the Financial Year 2022-23 and hence, no disclosure is required to be
given by the Board. The Company has not formed any Corporate Social Responsibility
Committee because the provisions of Section 135 of the Companies Act, 2013 relating to
formation of such a Committee and the formulation of a Corporate Social Responsibility
Policy do not apply to the Company.
DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to Section 134 (5) of Companies Act, 2013, the
directors would like to state that:
a) in the preparation of the Annual Accounts for the year ended
March 31st 2023, the applicable accounting standards have been followed and
there are no material departures from the same.
b) the directors have selected such accounting policies and
applied them consistently and made judgments and estimates, that are reasonable and
prudent, so as to give a true and fair view of the state of affairs of the Company at the
end of the financial year i.e., March 31, 2023 and of the profit of the Company for the
year ended on that date.
c) the directors have taken proper and sufficient care for the
maintenance of adequate accounting records, in accordance with the provisions of the Act,
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
d) the directors have prepared the annual accounts on a ‘going
concern’ basis.
e) the Directors have laid down internal financial controls to
be followed by the Company and that such internal financial controls are adequate and are
operating effectively; and
f) the directors have devised proper systems to ensure
compliance with the provisions of all applicable laws and that such systems are adequate
and operating effectively.
DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY
The Company has a comprehensive risk management framework that
seeks to minimize adverse impact on business objectives and ensures appropriate
identification and treatment of risks. The Company understands that risk evaluation and
risk mitigation is an ongoing process within the organization and is fully committed to
identify and mitigate the risks in the business. The identification of risks is done at
strategic, business and operational levels. The Company has formulated and implemented a
risk management policy in accordance with Listing Regulations, to identify and monitor
business risk and assist in measures to control and mitigate such risks. The Company,
through its risk management process, aims to contain the risks within its risk appetite.
There are no risks which in the opinion of the Board threaten the existence of the
Company. However, some of the risks which may pose challenges are set out in the
Management Discussion and Analysis which forms part of this Annual Report.
STATEMENT OF DEVIATION AND/ OR VARIATION IN UTILIZATION OF
PUBLIC ISSUE PROCEEDS PURSUANT TO REGULATION 32 OF SEBI (LISTING OBLIGATIONAND DISCLOSURE
REQUIREMENTS) REGULATION, 2015
As per Regulation 32 of SEBI (Listing Obligation and Disclosure
Requirements) Regulation, 2015, the Company have submitted to the stock exchange, the
statement indicating deviation, if any, in the use of proceeds from the objects stated in
the offer document, indicating category wise variation (capital expenditure, working
capital etc.) betweenprojected utilization of funds made by it in its offer document, as
applicable and the actual utilization of funds.
The Board of Directors at the general meeting held on 12th March
,2022 seek the shareholder’s approval by way of Special Resolution for raising
thefunds up to 75,00,000 warrants out of which company has issued 73,99,998 warrants at a
price of Rs. 13.50/- each entitling them for subscription of equivalent number of Equity
Shares of Rs. 10/- each (Seventy-Five Lakhs) convertible warrants (‘Warrants’),
each carrying a right exercisable by the Warrant Holder to subscribe to one Equity Share
per Warrant, at a price of Rs. 13.50/- (Rupees Thirteen and Fifty Paise only). The Company
hasreceived an amount of Rs. 9,83,00,223.00 towards issue of convertible warrants into
Equity Shares (One Equity Share for one warrant issued) on preferential basis. The object
of raising the funds were to utilize the proceeds in the expansion and diversification its
business, meet long-term working capital, general corporate purpose and such other purpose
as the Board may decide from time to time. The report on the utilization of issue proceeds
is attached to the Board’s Report as Annexure - E.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company is committed to highest standards of ethical, moral
and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle
Blower Policy which is in compliance with the provisions of Section 177(10) of the
Companies Act, 2013. The employees are free to report any instances of unethical behavior,
actual or suspected fraud, violation of applicable laws and regulations, violation of code
of conduct, financial irregularities, abuse of authority, disclosure of price sensitive
information etc. The Policy provides for adequate safeguards against victimization of
Directors and Employees who avail of the mechanism and also have provided them direct
access to the Chairman of the Audit Committee. It is affirmed that no case was reported
under this policy during the year. The Vigil Mechanism/ Whistle Blower Policy is available
on the website of the Company at www.growington.in.
DETAILS OF APPLICATION /ANY PROCEEDING PENDING UNDER THE
INSOLVENCY ANDBANKRUPTCY CODE 2016
Neither any application was made nor any proceeding pending
under the insolvency and Bankruptcy code, 2016.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT
THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.
As company has not done one time settlement during the year
under review hence no disclosure is required.
ACKNOWLEDGEMENTS
Your directors place on records their deep appreciation to
employees at all levels for their hard work, dedication and commitment. The enthusiasm and
unstinting efforts of the employees have enabled to remain at the forefront of the
Company. The Directors would like to thank shareholders, government agencies, bankers
& all other business associates for their continued support duringthe year. We place
on record our appreciation for the contributions made by the employees at all levels.
For and on behalf of the Board of Directors |
SD/ VIKRAM BAJAJ Director DIN: 00553791 |
SD/ LOKESH PATWA Director DIN: 06456607 |
Place: Mumbai |
Dated :16th August,2023 |
