<dhhead>DIRECTORS’ REPORT </dhhead>
To the Members of
COMRADE APPLIANCES LIMITED
(Formerly known as Comrade Appliances Private Limited)
Your Directors have pleasure in presenting their 09th Annual
Report together with the Audited Financial Statements for the year ended March 31, 2025.
1. FINANCIAL PERFORMANCE:
(Amount in lakhs)
Particulars |
FY2024-25 |
FY2023-24* |
Revenue from Operations |
5,731.42 |
2,898.87 |
Other Income |
10.97 |
11.16 |
Total Revenue |
5,742.39 |
2910.03 |
Total Expense |
5,682.77 |
2,824.83 |
Profit before exceptional items and Tax |
59.62 |
85.21 |
Exceptional Items |
- |
- |
Profit before Tax |
59.62 |
85.21 |
Current tax |
20.45 |
- |
Deferred tax liability |
(13.89) |
32.68 |
Tax adjustment of earlier Year |
- |
- |
Net Profit After Tax |
53.06 |
52.53 |
*Previous year figures have been regrouped / re-arranged wherever
necessary.
2. FINANCIAL PERFORMANCE:
During the year under review, the sales and other income increased from
Rs. 2,910.03 (in lakhs) to Rs. 5,742.39 (in lakhs) as compared to previous year.
The Net Profit after tax stood at Rs. 53.06 (in lakhs) as against profit of Rs. 52.52 (in
lakhs) in the previous year.
3. EXTRACT OF ANNUAL RETURN:
Pursuant to the provisions of Sections 92(3) and 134(3)(a) of the Act
and the Companies (Management and Administration) Rules, 2014, the Annual Return in Form
MGT-7 which will be filed with the Registrar of Companies/MCA, can be accessed on the
website of the Company i.e. https://comrade.net.in/
4. CAPITAL STRUCTURE: Authorised Share Capital:
As on 1st July, 2024, the Authorized share capital of the Company is
increased from Rs. 8,50,00,000/- (Rupees Eight Crore and Fifty Lakhs only) divided into
85,00,000 (Eighty Five Lakhs) equity shares of Rs. 10 (Rupees Ten only) each to Rs.
11,00,00,000 (Rupees Eleven Crores only) divided into 1,10,00,000 (One Crore Ten Lakhs
only) equity shares of Rs. 10/- (Rupees Ten only).
Issued, Subscribed and Paid Up Capital:
The period under review for the financial year the issued, subscribed
and paid up share capital of the company stood at Rs. 7,77,87,950/- (Seven crore seventy
seven lakh eighty seven thousand nine hundred and fifty) divided into 77,78,795 (Seventy
Seven Lakh Seventy Eight Thousand Seven hundred and ninety Five) shares of Rs. 10/-
(Rupees Ten each).
Further, the company has made the following allotment of equity shares
and convertible share warrants during the year under review:
a) Allotment of 2,00,000 (Two Lakh only) number of equity shares of
face value of Rs. 10/- (Rupees Ten Only) each at an issue price of Rs. 109/- per share to
the Allottees.
b) Allotment of 9,50,000 (Nine Lakh and fifty thousand Only) number of
Convertible share warrants of face value of Rs. 10/- (Rupees Ten Only) each at an issue
price of Rs. 109/- per warrant to the Allottees.
c) Allotment of 50,000 Equity Shares upon conversion of Warrants of
face value of Rs. 10/- (Rupees Ten Only) at an issue price of Rs. 109/- on 22nd November,
2024.
5. DIVIDEND
In order to preserve funds for future business endeavors, your
directors do not recommend any dividend on equity shares.
6. PUBLIC DEPOSIT
Your Company did not raise any public deposit during the year. Further
the company has complied with the annual filing as required under rule 16 and 16A of the
Companies (Acceptance of Deposits) Rules, 2014 for the financial year ended March 31,
2025.
7. CHANGES IN NATURE OF BUSINESS
There is no significant change made in the nature of the company during
the financial year.
8. SECRETARIAL STANDARD OF ICSI:
The Company has devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards issued by the Institute of Company
Secretaries of India and such systems are adequate and operating effectively. During the
year under review, the Company was in compliance with the Secretarial Standards (SS) i.e.,
SS - 1 and SS - 2, relating to "Meetings of the Board of Directors" and
"General Meetings", respectively.
9. IMPLEMENTATION OF CORPORATE ACTION:
During the year under review, the Company has not failed to implement
any Corporate Actions within the specified time limit.
10. INDUSTRIAL RELATIONS:
During the year under review, your Company enjoyed cordial relationship
with the workers and employees at all levels.
11. NAME OF THE COMPANIES, WHICH HAVE BECOME OR CEASED TO BE
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:
The company does not have any Subsidiary, Joint Venture and Associate
Company.
12. RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM
Your Company has a well-defined risk management framework in place. The
risk management framework works at various levels across the enterprise. These levels form
the strategic defense cover of the Company’s risk management. Though the various
risks associated with the business cannot be eliminated completely, all efforts are made
to minimize the impact of such risks on the operations of the Company.
13. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY
The Board has adopted policies and procedures for ensuring the orderly
and efficient conduct of its business, including adherence to the Company’s policies,
safeguarding of its assets, prevention and detection of fraud, error reporting mechanisms,
accuracy and completeness of the accounting records and timely preparation of reliable
financial disclosures. The Company on various activities also puts necessary internal
control systems in place to ensure that business operations are directed towards attaining
the stated organizational objectives with optimum utilization of the resources.
14. CODE OF CONDUCT
The Board of Directors of the Company has laid down a Code of Conduct
for all the Board Members and Senior Management personnel of the Company. The Board
Members and the Senior Management personnel have confirmed compliance with the code for
the financial year 2024-25. The requirement of declaration by chief executive officer
stating the compliance with the code of conduct of is not applicable for the company
listed on SME platform. Therefore, such declaration does not form part of this annual
report.
15. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the
financial year were on an arm’s length basis and were in the ordinary course of
business. There were no Materially Related Party Transactions i.e. transactions exceeding
10% of the annual turnover as per the last audited Financial statements. Particulars of
contract or arrangements with related parties are annexed herewith in Form AOC 2 as Annexure-A.
In line with the requirements of the Companies Act, 2013 and Listing
Regulations, your Company has formulated a Policy on Related Party Transactions which is
available on Company’s website. Further Suitable Disclosure as required by the
Accounting Standards (AS18) has been made in the notes to the Financial Statements in the
Annual Report.
16. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND:
The Company does not have any funds as contemplated under Section 125
of the Act lying unpaid or unclaimed for a period of seven years. Therefore there were no
funds which were required to be transferred to Investor Education and Protection Fund
(IEPF).
17. WHISTLE BLOWER POLICY / VIGIL MECHANISM
Your Company has formulated a Whistle Blower Policy / Vigil Mechanism,
which provides a formal mechanism for all employees and the Directors of the Company to
report about unethical behavior, actual or suspected fraud or violation of the
Company’s code of conduct or an event he becomes aware of that could have a
detrimental effect on the business or reputation of the Company and provides reassurance
that they will be protected from reprisals or victimization for whistle blowing. The
Policy has been posted on the Company’s website. No person was denied access to the
Chairperson of the Audit Committee to report any concern. The said Whistle
Blower Policy has been disseminated on the Company’s website.
The detailed Vigil Mechanism/Whistle Blower Policy of the Company is
uploaded on the
Company’s website may be accessed on the Company’s website at
www.comrade.net.in.
18. PREVENTION OF INSIDER TRADING:
The Board of Directors has adopted the Inside Trading Policy in
accordance with the requirement of the Securities & Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015. The Inside Trading Policy of the
company lays down guidelines and procedure to be followed, and disclosure to be made while
dealing with shares of the company as well as consequences of violation. The policy has
been formulated to regulate, monitor and ensure reporting of deals by employees and to
maintain the highest ethical standards of dealing in the Company’s shares.
The Company had in place a "Code of Conduct for Prevention of
Insider Trading and Corporate Disclosure Practices", in accordance with the SEBI
(Prohibition of Insider Trading) Regulations, 2015.
Accordingly, the Board approved and adopted:
a. Code of Practices and Procedures for Fair Disclosure of Unpublished
Price Sensitive
Information; and b. Code of Conduct to Regulate, Monitor and Report
Trading by its employees and other connected persons.
The code referred above is placed on the Company’s website at
www.comrade.net.in.
19. CORPORATE GOVERNANCE:
Since the Company’s Securities are listed on SME platform of BSE
Limited ("BSE"), by virtue of Regulation 15 of SEBI (Listing Obligation &
Disclosure Requirements) Regulation, 2015 the compliance with the Corporate Governance
provisions as specified in Regulation 17 to 27 and clause (b) to (i) and (t) of sub
regulation (2) of regulation 46 and Para C, D and E of Schedule V are not applicable to
the company. Hence corporate Governance does not form part of this Board’s Report.
20. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The provisions of section 135 of the Companies Act, 2013 is not
applicable to the company since 0the company have not exceeded the limit as specified
under the said section, therefore company has not made any expenditure towards corporate
social responsibility and is not required to constitute a Corporate Social Responsibility
Committee.
21. SHARE CAPITAL AUDIT
As stipulated by Securities and Exchange Board of India (SEBI), M/s.
Mayank Arora & Co., Practicing Company Secretaries carried out the Share Capital Audit
to reconcile the total admitted capital with National Securities Depository Limited
(NSDL), Central Depository Services (India) Limited (CDSL) and shares held physically as
per the register of members and the total issued and listed capital.
22. INVESTORS CORRESPONDENCE
Bigshare Services Pvt Ltd.
Office No S6-2, 6th Floor, Pinnacle Business Park, Next to Ahura
Centre, Mahakali Caves Road, Andheri (East) Mumbai - 400093. Tel No: 1800 22 54 22,
022-62638338 Email-id: ivote@bigshareonline.com Website: https://ivote.bigshareonline.com
23. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):
a. Appointment/Re-appointment of Directors:
In accordance with the provisions of the Companies Act, 2013 and
Articles of Association of the Company, Mr. Mehboob Alam (DIN: 07620289), Director of the
company is liable to retire by rotation in the ensuing 09th Annual General
Meeting and being eligible, he offers himself for reappointment.
During the year under review, the non-executive independent directors
of the Company had no material pecuniary relationship or transactions with the Company,
other than sitting fees and reimbursement of expenses incurred by them for the purpose of
attending meetings of the Board/Committee of the Company.
Details of the Directors seeking appointment/reappointment including a
profile of the aforesaid Director is given in the Notice convening the 09th Annual General
Meeting of the Company.
Based on the confirmations received, the aforesaid director is not
disqualified for appointment under section 164(2) of Companies Act, 2013.
b. Key Managerial Personnel (KMP):
Pursuant to the Section 2(51) and provisions of Section 203 of the
Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Key Managerial Personnel (KMP) of the Company as on 31st
March, 2025 are as follows:
? Mr. Khursheed Alam (DIN: 07349338), Managing Director of the Company
? Mr. Khursheed Alam, Chief Financial Officer (CFO) of the Company ? Ms. Malvika Jagani,
Company Secretary & Compliance Officer of the Company
During the year under review, Ms. Malvika Jagani was appointed as
Company Secretary w.e.f. 11th February, 2025.
c. Declaration by Independent Directors:
The Company has received necessary declaration from each independent
director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria
of independence laid down in Section 149(6) of the Companies Act, 2013 read with rules
framed thereunder and SEBI (LODR) Regulation. In the opinion of the Board, the independent
directors are, individually, person of integrity and possess relevant expertise and
experience. In terms of regulation 25(8) of the Listing Regulations, they have confirmed
that they are not aware of any circumstances or situation which exist or may be reasonably
anticipated that could impair or impact their ability to discharge their duties. Based on
the declarations received from the independent directors, the Board has confirmed that
they meet the criteria of independence as mentioned under regulation 16(1)(b) of the
Listing Regulations and that they are independent of the management.
d. Annual Evaluation:
The Board of Directors has carried out an annual evaluation of its own
performance, Board committees and individual Directors pursuant to the provisions of
Sections 134, 178 and Schedule IV of the Companies Act, 2013. Evaluation was done after
taking into consideration inputs received from the Directors, covering various aspects of
the Board’s functioning such as adequacy of the composition of the Board and its
Committees, performance of specific duties, independence, ethics and values, attendance
and contribution at meetings etc. The performance of the Independent Directors was
evaluated individually by the Board after seeking inputs from all the directors on the
effectiveness and contribution of the Independent Directors. The performance of the
Committees was evaluated by the Board after seeking comments from the Committee members
based on the criteria such as the composition of Committees, effectiveness of Committee
meetings, etc. The Board reviewed the performance of the individual Directors on the basis
of the contribution of the individual Director during Board and Committee meetings. In a
separate meeting of Independent Directors, performance of Non-Independent Directors, and
the performance of the Chairman was evaluated, taking into account the views of executive
directors and non-executive directors. The Independent Directors also assessed the
quality, frequency and timeliness of flow of information between the Board and the
management that is necessary for effective performance.
e. Familiarization Programme for Independent Director:
The Company, from time to time organize the Familiarization Program for
its Independent
Directors. The objective of the familiarization program is to
familiarize Company’s Independent
Directors inter-alia on the following: a) Nature of the Industry in
which the Company operates; b) Business environment and operational model of various
business divisions of the Company; c) Roles, Rights and Responsibilities of Directors; d)
Important changes in the Regulatory framework having impact on the Company;
In addition, the Company also undertakes initiatives to update the
Independent Directors about: a) On-going events and developments relating to the Company
and significant changes in the Regulatory environment by way of presentations. b)
Operations and financial performance of the Company.
The company has conducted the familiarization programme for the
FY2024-25 and the detail of the programme is uploaded on the website of the company which
can be accessed at www.comrade.net.in.
f. Remuneration Policy for the Directors, Key Managerial Personnel and
other Employees:
In terms of the provisions of Section 178 (3) of the Act, the
Nomination & Remuneration Committee is responsible for formulating the criteria for
determining qualification, positive attributes and independence of a Director. The
Nomination & Remuneration Committee is also responsible for recommending to the Board
a policy relating to the remuneration of the Directors, Key Managerial Personal and other
employees. In line with this requirement, the Board has formulated a policy which is
uploaded on the website of the company and can be accessed at www.comrade.net.in.
g. Non Disqualification of Directors:
None of the Directors on the Board of the Company for the Financial
Year ending on March 31, 2025 have 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 other Statutory Authority.
24. AUDITORS
a. Statutory Auditors
Pursuant to the provisions of section 139 of the Companies Act, 2013
read with rules made thereunder, M/s. Suvarna & Katdare. (Firm Registration No.
125080W) Chartered Accountants have been appointed as the statutory auditors of the
company to hold the office till the conclusion of the Annual General Meeting of the
company to be held in the financial year 2024-25 in accordance with the provisions of
section 141 of Companies Act, 2013.
Further, it is proposed to re-appoint M/s. Suvarna & Katdare. (Firm
Registration No. 125080W) Chartered Accountants as the statutory auditors of the company
to hold the office from the conclusion of the ensuing Annual General Meeting of the
company till the conclusion of the
Annual General Meeting to be held for FY 2029-30 in accordance with the
provisions of section 141 of Companies Act, 2013.
b. Internal Auditor
The provision of Section 138 of the Companies Act, 2013 is applicable
to company and company has appointed Mr. Fahad Patel to carry out internal Audit for the
financial year 2024-25 based on the recommendation of the Audit Committee.
c. Secretarial Auditor
Pursuant to provision of section 204 of The Companies Act, 2013 and
rules made thereunder, M/s. Nidhi Bajaj & Associates, Company Secretaries has been
appointed as Secretarial Auditor of the company for the Financial Year 2024-25. A
Secretarial Auditor Report in Form MR-3 given by M/s. Nidhi Bajaj & Associates for the
Financial Year ended on 31st March, 2025 has been provided in Annexure-B which
forms parts of this report. The Secretarial Audit Report does not contain any
qualification(s), reservation(s), adverse remark(s) or disclaimer(s).
The Company has complied with the applicable secretarial standards
issued by the Institute of Company Secretaries of India.
d. Cost Records And Cost Audit
The provisions of Section 148(1) of the Companies Act, 2013 is not
applicable to the company.
25. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR
REPORTS:
a. Statutory Auditors Qualification:
There were no qualifications, reservations or adverse remarks made by
the Auditor in his report made for the financial year under review. The financial
statements of the Company for the financial year 2024-25 is unmodified &
self-explanatory and therefore do not call for any comments under Section 134 of the
Companies Act, 2013, the declaration of unmodified opinion as required under the SEBI
(Listing Obligation and Disclosure Requirement) Regulations, 2015 has been provided by the
company to the stock exchange.
b. Secretarial Audit Report by Practicing Company Secretary:
There were no qualifications, reservations or adverse remarks made by
the Secretarial Auditor in his report made for the financial year under review.
c. Details of fraud reported by the auditor under sub-section (12) of
section 143 of the Companies Act, 2013:
There were no frauds which are reported to have been committed by
employees or officers of the Company. The statutory auditors of the Company have vide
their report of even date confirmed that no fraud by the Company and no material fraud on
the Company has been noticed or reported during the year.
26. MEETING OF BOARD OF DIRECTORS
A. Number of Board Meetings in the year (FY 2024- 25)
The Board met 7 times during the financial year 2024-25 on 30/05/2024,
24/08/2024, 14/11/2024, 22/11/2024, 31/01/2025, 11/02/2025, 28/03/2025 the intervening gap
between any two meetings was within the period prescribed by the Companies Act, 2013.
B. Attendance of Directors at Board meetings held during the year:
Sr. No. Name of Director |
Category of Director |
No. of Board Meetings attended |
Attendance at the lastAGM |
1. Mr. Khursheed Alam DIN: 07349338 |
Managing Director |
7of 7 |
Yes |
2. Mr. Shakir Khan DIN: 07719992 |
Executive Director |
7 of 7 |
Yes |
3. Mr. Mehboob Alam DIN: 07620289 |
Non-Executive Non-Independent Director |
7 of 7 |
Yes |
4. Mr. Rajan Agarwal DIN: 01282739 |
Independent Director |
7 of 7 |
Yes |
5. Ms. Sonu Dhariwal DIN: 05359013 |
Independent Director |
7 of 7 |
Yes |
C. Separate Meeting of Independent Directors:
In compliance with Schedule IV to the Companies Act, 2013 and
regulation 25(3) of the SEBI Listing Regulations, 2015, the independent directors held
their separate meeting on 20th February 2025, without the attendance of non-independent
directors and members of Management, inter alia, to discuss the following:
i) Review the performance of non-independent directors and the Board as
a whole; ii) Review the performance of the Chairperson of the Company, taking into account
the views of executive directors and non-executive directors; iii) Assess the quality,
quantity and timeliness of flow of information between the Company Management and the
Board that is necessary for the Board to effectively and reasonably perform their duties;
and
All Independent Directors were present at the meeting, deliberated on
the above and expressed their satisfaction on each of the matters.
27. COMMITTEES OF THE BOARD:
There are currently three committees of the Board which are as follows:
A. Audit Committee
B. Nomination & Remuneration Committee C. Stakeholder’s
Relationship Committee
The Composition of the committees and relative compliances, are in line
with the applicable provisions of the Companies Act, 2013 read with Rules and Listing
Regulations. Details of term of reference of the Committees, Committees Membership and
attendance at Meetings of the Committees are provided as follows:
A. Audit Committee
The Composition and quorum of the Audit Committee is in accordance with
Section 177 of the Companies Act, 2013. All members of the Audit Committee possess
financial/accounting expertise/exposure. The Audit committee met four (4) times during the
financial year 2024-25. The Committee met on 30/05/2024, 24/08/2024, 14/11/2024 and
22/11/2024. The Necessary quorum was present for all Meetings. The table below provides
composition and attendance of the Audit Committee.
Sr No. Name |
Category |
Meetings Attended |
1 Mr. Rajan Agarwal |
Chairman & Independent Director |
4 of 4 |
2 Ms. Sonu Dhariwal |
Member & Independent Director |
4 of 4 |
3 Mr. Mehboob Alam |
Member & Non-Executive and
Non-Independent Director |
4 of 4 |
The primary objective of the Committee is to monitor and provide an
effective supervision of the
Management’s financial reporting process, to ensure accurate and
timely disclosures, with the highest level of transparency, integrity and quality of
financial reporting and its Compliances with the legal and regulatory requirements. The
committee oversees the work carried out in the financial reporting process by the
Management and the Statutory Auditors and, note the process and safeguards employed by
each of them.
Term of reference:
The term of reference, role, powers, rights, authority and obligations
of the Audit Committee are in conformity with the applicable provisions of the Companies
Act, 2013 and Listing Obligation Requirements (including any statutory modification(s) or
re- enactment or amendment thereof.
B. Nomination & Remuneration Committee;
The Company has duly constituted the Nomination and Remuneration
Committee pursuant to the provisions of Section 178 of the Companies Act, 2013. The
committee has framed a policy which lays down a framework in relation to remuneration of
Directors, Key Managerial Personnel and Senior Management of the Company. This policy also
lays down criteria for selection and appointment of Board Members. The Nomination &
Remuneration committee met one (1) time during the Financial Year 2024-25. The Committee
met 11/02/2025. A brief detail of the policy is posted on the website of the Company i.e.
www.comrade.net.in. The table below provides composition and attendance of the Nomination
and Remuneration Committee.
Sr No. Name |
Category |
Meetings Attended |
1 Mr. Rajan Agarwal |
Chairman & Independent Director |
1 of 1 |
2 Ms. Sonu Dhariwal |
Member & Independent Director |
1 of 1 |
3 Mr. Mehboob Alam |
Member & Non-Executive Director |
1 of 1 |
The Company Secretary of the Company acts as the Secretary to the
Committee.
C. Stakeholders Relationship Committee;
The Company has duly constituted the Stakeholders Relationship
Committee pursuant to the provisions of Section 178 of the Companies Act, 2013.
The Stakeholders Relationship Committee met one (1) time during the
financial year 2024-25. The Committee met on 11/02/2025. The necessary quorum was present
for all Meetings. The table below provides composition and attendance of the meetings of
the Stakeholders Relationship Committee.
Sr No. Name |
Category |
Meetings Attended |
1. Mr. Mehboob Alam |
Chairman & Non-Executive Director |
1 of 1 |
2. Mr. Khursheed Alam |
Member & Managing Director |
1 of 1 |
3. Mr. Rajan Agarwal |
Member & Independent Director |
1 of 1 |
No investor complaints were received during the financial year 2024-25.
28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNING AND OUTGO
(a) Conservation of energy
(i) the effort made towards technology
absorption |
Nil |
(ii) the benefits derived like product
improvement cost reduction product development or import substitution in case of imported
technology (important during the last |
Nil |
(iii) threeyears reckoned from the beginning
of the financial year) (a) the details of technology imported (b) the year of import; |
Nil |
(iv) whether the technology been fully
absorbed; if not fully absorbed, areas where absorption has not taken place, and the
reasons thereof. the expenditure incurred on Research and Development |
Nil |
(i) the effort made towards technology
absorption |
Nil |
(b) Technology absorption
(i) the steps taken or impact on Company's operation does not conservation
ofenergy consume significant amount of energy.
(ii) the steps taken by the company for Not applicable, in view of
comments in utilizing alternate sources of energy. clause (i)
(iii) The capital investment on energy Not applicable, in view of comments
in conservation equipment's clause (i)
(c) Foreign Exchange earnings and outgo
There is no Foreign Exchange earnings and outgo during the period under
review.
29. OTHER DISCLOSURE:
a. Transfer to reserves:
During the year, the profit earned during the year has been carried to
the balance sheet of the Company.
b. 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:
There have been no material changes and commitments that have occurred
after close of the financial year till the date of this report, which affect the financial
position of the Company.
c. Particulars of Loans, Guarantees or investments:
The details relating to loans or guarantees or investments covered
under the provisions of section 186 of the Companies Act, 2013 during the Financial Year
forms part of the Financial Statement.
d. Particulars of Employees:
The Statement of Disclosure of Remuneration under Section 197 of the
Companies Act, 2013 read Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is annexed as Annexure-C. The provisions of Rule
5(2) and 5(3) of the Companies (Appointment & Remuneration of Managerial Personnel)
Rules, 2014 are not applicable to the company as none of the employees was in receipt of
remuneration in excess of the limit prescribed in the said rule during the financial year
2024-25.
e. Listing And Depository Fee
The shares of the company got listed on the SME Platform of BSE Limited
during the reporting period and the listing fee or the FY2024-25 have been duly paid to
the BSE where the shares of the company are listed.
f. Registrar and Share Transfer Agent:
M/s Bigshare Services Private Limited is the Registrar and Share
Transfer Agent of the Company for the physical and Demat shares. The members are requested
to contact directly for any requirements.
g. Statement of Deviation or Variation
Pursuant to Regulation 32 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, there is no deviation or variation in the use
of funds raised through public issue of equity shares from the objects stated in the
prospectus of the Company. A statement to that effect has also been duly filed with the
Stock Exchange within the stipulated time.
h. Dematerialization Of Equity Shares:
As on March 31, 2025, all the equity shares of the company are held in
dematerialization mode.
i. Depository System:
As the Members are aware, the company shall mandatorily provide the
facility of dematerialization of securities to the members of the company and your Company
has established connectivity with both National Securities Depository Limited (NSDL) and
Central
Depository Services (India) Limited (CDSL). In view of the numerous
advantages offered by the depository system, the members are requested to avail the
facility of dematerialization of the Company’s shares on NSDL and CDSL. The ISIN
allotted to the Company’s Equity shares is INE0NXA01015.
j. Disclosure with respect to demat suspense account/unclaimed suspense
account:
During the report period, no shares of the company are in demat
suspense account.
30. CERTIFICATION FROM CHIEF FINANCIAL OFFICER AND CHIEF EXECUTIVE
OFFICER
OF THE COMPANY:
The Company has obtained a compliance certificate in accordance with
Regulation 17(8) of listing Regulations from Mr. Khursheed Alam, Chief Financial Officer
and Managing Director of the Company. The same forms a part of this Annual Report and is
annexed as "Annexure D".
31. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR
TRIBUNALS
There were no significant and material orders passed by any Regulators
or Court or Tribunal which would impact the going concern status of the Company and its
future operations.
32. DIRECTORS’ RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the
information and explanation obtained by them, your Directors make the following statements
in terms of the Section 134(3) (c) of the Companies Act, 2013.
(i) That in the preparation of the annual financial statements for the
year ended March 31, 2025, the applicable accounting standards have been followed along
with proper explanation relating to material departures, if any
(ii) That such accounting policies, as mentioned in the Financial
Statements as
"Significant Accounting Policies" have been selected and
applied consistently and judgments and estimates have been made that are reasonable and
prudent so as to give a true and fair view of the state of affairs of the company as at
March 31, 2025 and of the profit of the Company for the year ended on that date;
(iii) That proper and sufficient care has been taken for the
maintenance of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
(iv) That the annual financial statements have been prepared on a going
concern basis;
(v) That proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively;
(vi) Those proper systems to ensure compliance with the provisions of
all applicable laws were in place and were adequate and operating effectively.
33. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY
AND BANKRUPTCY CODE, 2016
During the year under review, there were no applications made or
proceedings pending in the name of the company under Insolvency and Bankruptcy Code, 2016.
34. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME
SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL
INSTITUTIONS
During the year under review, there has been no one time settlement of
Loans taken from Banks and Financial Institutions.
35. SEXUAL HARASSMENT
The Company is committed to uphold and maintain the dignity of women
employees and it has in place a policy which provides for protection against sexual
harassment of women at work place and for prevention and Redressal of such complaints. The
Company has not received any complaint of sexual harassment at workplace during the year.
The below table provides details of complaints received/disposed during
the financial year 2024-2025:
Number of complaints filed during the
financial year |
Nil |
Number of complaints disposed of during the
financial year |
Nil |
Number of complaints pending for more than 90
days |
Nil |
36. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report as required under
Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015
forms part of this report.
37. ACKNOWLEDGEMENT
Your Directors wish to place on record their sincere appreciation to
the Bankers of the Company,
Company’s customers, vendors and investors for their continued
support during the year.
The Directors also wish to place on record their appreciation for the
dedication and contribution made by employees at all levels and look forward to their
support in future as well.
| |
For and on behalf of the Board of
Directors |
|
| |
For Comrade Appliances Limited |
|
| |
(Formerly known as Comrade Appliances
Limited) |
|
Place: Mumbai |
Sd/- |
Sd/- |
Date: 04.09.2025 |
Khursheed Alam |
Shakir Khan |
| |
DIN: 07349338 |
DIN: 07719992 |
| |
Managing Director |
Director |
