CIN: L52601DL2017PLC321445
To
The Members
Your Directors have pleasure in presenting the 07th (Seventh) Annual Report
of your Company along with the Audited financial statements for the financial ended March
31, 2024.
FINANCIAL RESULTS
The offinancial the Company is summarized in the table below: position of the Company
during( In Lakhs)
PARTICULARS |
FINANCIAL |
|
F.Y 2023-24 |
F.Y 2022-23 |
Revenue from operations |
38398.74 |
34571.78 |
Other Income |
109.22 |
48.32 |
Total Income |
38507.96 |
34620.10 |
Total Expenses |
37240.16 |
33900.07 |
|
1267.80 |
720.03 |
Before Tax (after exceptional Item) |
|
|
Tax Expenses (including Deferred tax) |
336.59 |
189.19 |
Earning Per Share (in ) tax |
931.21 |
530.84 |
(Basic & Diluted) |
8.38 |
4.78 |
STATE OF COMPANIES AFFAIRS
During the current period, your company has shown an increase in total revenue of Rs.
38507.96 Lakhs as against Rs. 34620.10 Lakhs in the previous year.. The
Company has earned a net profit of Rs. 931.21 Lakhs as compared to a profit of Rs.
530.84 Lakhs in the previous year. The company will continue to pursue expansion in the
market, to achieve sustained and profitable growth
DIVIDEND
The Board of Directors of the Company has not recommended any dividend on equity shares
for the year under review. .
The Dividend Distribution Policy of the Company is available on the Company's website
and can be accessed at https://www.aspireinnovate.in/docs/
CorporatePolicies/DividendDistributionPolicy.pdf
TRANSFER TO RESERVES
During the year under review, no amount has been transferred to the Reserves of the
Company.
MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR
There have been no material changes and commitments affecting the financial position of
the Company during
Financial Year 2023-24 except conversion of the
Company from private to public. The fresh certificate of Incorporation issued by ROC,
Delhi on December 12, 2023.
There has been no change in the nature of the business of the Company.
SHARE CAPITAL
Authorised Share Capital
During the year under review, the Authorised Share Capital was increased from Rs
1,20,00,000/- (Rupees One Crore Twenty Lakh only) divided into 12,00,000 (Twelve Lakh)
Equity Shares of Rs. 10/- (Rupees Ten only) each to Rs. 16,00,00,000/- (Rupees Sixteen
Crores Only) divided into 1,60,00,000 (One Crore Sixty Lakh) Equity shares of Rs. 10/-
(Rupees Ten)/-each by creation of additional 1,48,00,000 (One Crore Forty-Eight Lakh)
Equity shares of Rs. 10/- (Rupees Ten) each, ranking pari passu in all respect with the
existing Shares of the Company.
Paid Up Share Capital
The Paid-up Equity Share Capital of the Company as on 31st March 2024 is 11,
11, 00,000/- (Rupees Eleven Crore
Eleven Lakh only) divided into 1,11,10,000 (One Crore
Eleven Lakh Ten Thousand only) Equity Shares of 10/-
(Rupees Ten) each.
During the year the company has issued 99,99,000 (Ninety Nine Lakh Ninety Nine
thousand) fully paid up Equity Shares as Bonus to the existing shareholders of . the
company on September 25, 2023.
BUY BACK
During the year under review, there was no buyback of equity shares by the Company.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
There are no Subsidiaries, Joint Ventures and Associate Company of the company.
COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR
ASSOCIATE COMPANIES DURING THE YEAR
During the Financial year ended 31st March 2024, no entity has become or
ceased to be a subsidiaries, joint ventures or associate of the company.
DIRECTORS
In accordance with the provisions of the Companies
Act, 2013 ("Act") and the Articles of Association of the
Company Mrs. Rinku Agarwalla (DIN:09360573), Director
oftheCompany,retiresbyrotationattheensuingAnnual General Meeting. The Board of Directors,
based on the recommendation of the Nomination and Remuneration Committee, has recommended
her reappointment. During the year under review, Mr. Nitesh Agarwalla (DIN:
07468522) who was serving as the Director in the company appointed as a Managing Director
and Chairman for a period of 5 years w.e.f. December 13, 2023 and his tenure shall end on
December 12, 2028, non liable to retire by rotation. Mrs. Rinku Agarwalla (DIN: 09360573)
who was serving as a Director in the company appointed as a Whole Time Director for a
period of 5 years w.e.f. December 13, 2023, and her Tenure shall end on December 12, 2028,
liable to retire by rotation.
Further during the year under review, Board of Directors in its meeting held on October
20, 2023, appointed Mr. Ajit Kumar (DIN: 10356380) w.e.f. October 20,2023 as an Additional
Director (Non-Executive Non-Independent) of the company, which was approved by
shareholders in Extra-Ordinary General Meeting held on December 04, 2023. Further Pursuant
to section 149,150, 152, 161 read with Schedule IV and other applicable provisions of the
Companies Act, 2013, Companies (Appointment and
Qualification of Directors) Rules 2014, Board of Directors in its meeting held on
December 13, 2023 appointed Mr. Gaurav Maheshwari (DIN 10252288) and Mr. Ankit Rathi (DIN
08456577) as Additional Directors (Non-Executive Director and Independent) of the company
w.e.f. December 13, 2023. Further the Shareholders of the Company at their meeting held on
December 16, 2023 approved the appointment of Mr. Gaurav Maheshwari (DIN 10252288) and Mr.
Ankit Rathi (DIN 08456577) as Non-Executive Independent Directors of the Company for a
period of 5 years w.e.f. December 13, 2023. Mr.
After the closure of financial
1. Mr. Ajay Bansal (DIN: 05335132) was appointed as Additional Director (Non-Executive
and Non-Independent) of the Company w.e.f. May 30, 2024 subject to approval of
shareholders in ensuing AGM.
2. Board approved the change of designation of Mr. Ajit Kumar (DIN: 10356380) from
Non-Executive
Director to Executive Director (Whole Time Director
Capacity) w.e.f. May 30, 2024 subject to approval of shareholders in ensuing AGM.
KEY MANAGERIAL PERSONNEL
During the year under review Mr. Rakesh was appointed as Company Secretary and
Compliance Officer of company w.e.f. December 07, 2023. Further Mrs. Rinku
Agarwalla was appointed as Whole Time Director and Chief Financial Officer of the
Company w.e.f. December
13, 2023.
As on 31 March 2024, the following
"Key Managerial Personnel" of the Company in terms of provisions of the Act:
Mr. Nitesh Agarwalla, Chairman and Managing Director
Mrs. Rinku Agarwalla, Whole Time Director & Chief Financial Officer
Mr. Rakesh, Company Secretary
Sl No. Name of Director |
Relationship Other Director with |
1. Mr. Nitesh Agarwalla |
Spouse of Mrs. Rinku Agarwalla |
2. Mrs. Rinku Agarwalla |
Spouse of Mr. Nitesh Agarwalla |
Gaurav Maheshwari and Mr. Ankit Rathi have given consent for their appointment and have
also submitted necessary disclosures as required.
The Company has received declarations from all the
Independent Directors of the Company confirming
1. They meet the criteria of independence prescribed under the Act and the Listing
Regulations; and they have registered their names in the Independent Directors' Databank.
2. They have passed the proficiency test within the prescribed timeline, as applicable.
None of the Directors of the company, except following are related inter-se, in terms
of section 2(77) of the Act including rules made thereunder.
BOARD MEETINGS
The Board of Directors of the Company met Twenty-One times during the year under
review. The necessary quorum were present in all the meetings. The maximum interval
between any two meetings did not exceed 120 days.
Sl. No. Date of Board Meeting |
No. of Directors eligible to attend |
No. of Directors attended |
1. 17.06.2023 |
2 |
2 |
2. 28.07.2023 |
2 |
2 |
3. 18.09.2023 |
2 |
2 |
4. 22.09.2023 |
2 |
2 |
5. 26.09.2023 |
2 |
2 |
6. 04.10.2023 |
2 |
2 |
7. 20.10.2023 |
2 |
2 |
8. 25.10.2023 |
3 |
3 |
9. 26.10.2023 |
3 |
3 |
10. 02.12.2023 |
3 |
3 |
11. 07.12.2023 |
3 |
3 |
12. 11.12.2023 |
3 |
3 |
13. 12.12.2023 |
3 |
3 |
14. 13.12.2023 |
3 |
3 |
15. 18.12.2023 |
5 |
5 |
16. 22.12.2023 |
5 |
5 |
17. 29.12.2023 |
5 |
5 |
18. 04.03.2024 |
5 |
5 |
19. 18.04.2024 |
5 |
5 |
20. 22.03.2024 |
5 |
5 |
21. 29.03.2024 |
5 |
5 |
PERFORMANCE EVALUATION OF THE BOARD
Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Board has carried out an Annual
Performance evaluation of its own performance, the directors individually as well as the
working of its committees.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of knowledge and belief and according to the information and explanations
obtained by them, your Directors make the following statement in terms of Section
134(3)(c) of the Companies Act, 2013 that: a) In the preparation of the Annual Accounts
for the year ended 31st March 2024, the applicable accounting standards have
been followed along with proper explanation relating to material departures, if any; b)
The directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent, so as to give a true and fair
view of the state of affairs of the Company as on 31st March 2024 and of the
profits of the Company for the year ended on that date. c) The directors had taken proper
and sufficient care for the maintenance of adequate accounting records in accordance with
the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities, to the best of the knowledge
and ability of the Directors d) The Annual Accounts have been prepared on a going concern
basis. e) The Directors had laid down internal financial controls to be followed by the
Company and that such internal financialcontrols are adequate and were operating
effectively; and f) The Directors had devised proper system to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
SECRETARIAL STANDARDS
During the year under review, the Company was in compliance with the applicable
Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of
Directors' and General Meetings' respectively.
ANNUAL RETURN
The Annual Return of the Company as on March 31, 2024 is available on the Company's
website and can be accessed at https://www.aspireinnovate.in/docs/
AnnualReturn/AnnualReturn_2023-24.pdf.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management's Discussion and Analysis Report for the year under review, as
stipulated under Regulation
34 (2) read with Part B of Schedule V of Securities and Exchange Board of India
(Listing Obligations and
Disclosure Requirements) Regulations, 2015 (Listing Regulations), is presented in a
separate section as Annexure -2 forming part of this Annual Report.
INITIAL PUBLIC OFFER (IPO)
During the year under review the Company filed
Draft Red Herring Prospectus (DRHP) on December 29,2023 and Prospectus on March 29,
2024 for issue of 40,68,000 Equity Shares of Rs.10/- on 100% Book Building basis. The
Share Application Money pending allotment represents amount which is actually received in
the Bank Account of the Company out of applications received till March 31, 2024.
After the closure of financial year, pursuant to the IPO, 40,68,000 equity shares of
face value of 10/- each at a premium of 44/- per share, for a total amount of 2197
Lakhs, were issued and allotted to the public on April 01, 2024 under various
categories. The Company received listing and trading approvals from National Stock
Exchange of India Limited ("NSE") Emerge Platform on
April 01, 2024 and the equity shares got listed on NSE Emerge Platform on April 03,
2024. Your Directors believe that the listing of the Company would provide the right
platform to take its brand(s) to greater heights, enhance visibility and provide liquidity
to the shareholders. The Company's IPO received an overwhelming response and was
oversubscribed by 15 times, reflecting an investor appetite for the issue. The company
confirms that it has paid the Annual
Listing fees for the year 2024-25 to NSE.
DEMATERIALIZATION OF EQUITY SHARES
All the Equity shares of the company are in dematerialized form with either of the
depositaries viz. National Securities Depository Limited (NSDL) and Central Depository
Services (India) Limited (CDSL). The
International Securities Identification Number ("ISIN") of the Company is
INE0S7801010.
EMPLOYEE STOCK OPTION PLAN/ SCHEME
Our ESOP scheme help us share wealth with our employees and are part of a
retention-oriented compensation program. It help us meet the dual objective of motivating
key employees and retention while aligning their long-term career goals with that of the
Company. In view of the employee retention in long run company has approved "Aspire
Employees Stock
Option Scheme 2023 (Aspire ESOP 2023" or "Aspire ESOS 2023" or
"ESOP Scheme)" vide Extra Ordinary general
Meeting dated October 16, 2023 for granting option not exceeding 2,10,000.
DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors hold office for respective term and are not liable to retire
by rotation. The Company has received declarations from all the
Independent Directors of the Company confirming they meet the criteria of independence
as prescribed both under the Act and under the Listing Regulations. Further, in pursuance
of Rule 6 of the Companies
(Appointment and Qualifications of Directors) Rules,
2014, all Independent Directors of the Company have duly confirmed renewal of their
respective registration with the Indian Institute of Corporate Affairs (IICA)
database.IntheopinionoftheBoard,alltheIndependent
Directors fulfil the criteria of independence as specified in Companies Act, 2013 and
Rules made thereunder read with Schedule IV as well as Listing Regulation and they are
independent from the Management.
Further, all the Directors including Independent Directors of the Company possess
appropriate skills, experience & knowledge in one or more fields viz.
Board & Governance, Finance, Accounting Information Technology and Specialized
Industry & environmental knowledge or other disciplines related to Company's business.
FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS
In compliance with the requirements of the Listing Regulations, the Company has put in
place a familiarization programme for the Independent Directors to familiarize them with
their roles, rights and responsibilities as Directors, the working of the Company, nature
of the industry in which the Company operates, business model etc. At the time of
appointment of Independent Directors, a formal letter of appointment was given to them,
which, interalia, explains the role, functions, duties and responsibilities expected from
them as Independent Director of the Company. The Independent Director is also explained in
detail the nature, business model of the industry and compliances under the Act, the
Listing Regulations and other relevant rules & regulation.
DetailsofthefamiliarizationprogrammeforIndependent Directors are uploaded on the
website of the Company at https://www.aspireinnovate.in/docs/CorporatePolicies/
FamiliarizationProgrammeForIndependentDirector.pdf
COMMITTEES OF THE BOARD
The committees of the board focus on certain specific areas and make an informed
decisions in line with the delegated authority.
The Following Committees constituted by the Board, function according to their
respective roles and defined scope:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholder Relationship Committee
4. Corporate Social Responsibility (CSR) Committee During the under review, all
recommendations made by the various committees have been accepted by the Board.
The Composition of the said Committees are as under:
Audit Committee:
The Audit Committee was constituted by the Board of Directors w.e.f. December 18, 2023,
pursuant to section 177 of the Companies Act, 2013. As on Financial Year ended March 31,
2024, the Audit Committee Comprise of:
The Company Secretary and Compliance Officer of the company act as the Secretary of the
Committee. The committee met once on December 22, 2023, during the financial year 2023-24.
All the members were present in the meeting.
Nomination and Remuneration Committee:
The Nomination and Remuneration Committee was constituted by the Board of Directors
w.e.f. December 18, 2023, pursuant to section 178 of the Companies Act, 2013. As on
Financial Year ended March 31, 2024, the Nomination and Remuneration Committee Comprise
of:
Sl No. Name of the Director |
Designation |
Nature of Directorship |
1. Mr. Gaurav Maheshwari |
Chairman |
Independent Director |
2. Mr. Ankit Rathi |
Member |
Independent Director |
3. Mr. Ajit Kumar |
Member |
Non- Executive Director |
The Company SecretaryandComplianceOfficer of the company act as the Secretary of the
Committee. After closure of Financial Year on recommendation of
The CSR Committee met twice (September 26, 2023,
December 22, 2023) during the financial year 2023-24.
NOMINATION AND REMUNERATION POLICY
The Board of Directors 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 criteriaforselectionandappointmentofBoardMembers. A copy of the
policy is uploaded on the Company's
Sl No. Name of the Director |
Designation |
Nature of Directorship |
1. Mr. Gaurav Maheshwari |
Chairman |
Independent Director |
2. Mr. Nitesh Agarwalla |
Member |
Managing Director |
3. Mrs. Rinku Agarwalla |
Member |
Whole time Director & CFO |
The CompanySecretaryandComplianceOfficer of the company act as the Secretary of the
Committee.
Corporate Social Responsibility Committee:
The Board of Directors of the Company constituted Corporate Social Responsibility
Committee on March 11, 2022 comprised of Mr. Nitesh Agarwalla (Director), Chairman and
Mrs. Rinku Agarwalla (Director), Member. Corporate Social Responsibility Committee was
reconstituted by the Board of Directors w.e.f. December 18, 2023, pursuant to section 135
of the Companies Act, 2013. As on Financial Year ended March 31, 2024, Corporate Social
Responsibility Committee Comprise of:
Sl No. Name of the Director |
Designation |
Nature of Directorship |
1. Mr. Gaurav Maheshwari |
Chairman |
Independent Director |
2. Mr. Nitesh Agarwalla |
Member |
Managing Director |
3. Mrs. Rinku Agarwalla |
Member |
Whole time Director & CFO |
Nomination and Remuneration Committee the Board appointed Mr. Ajay Bansal as a member
of Nomination and Remuneration Committee in place of Mr. Ajit Kumar.
Stakeholder and Relationship Committee:
The Stakeholder and Relationship Committee was constituted by the Board of Directors
w.e.f. December 18, 2023, pursuant to section 178 of the Companies Act, 2013. As on
Financial Year ended March 31, 2024, the Stakeholder and Relationship Committee Comprise
of: website at https://www.aspireinnovate.in/docs/
CorporatePolicies/NominationAndRemunerationPolicy. pdf
CRITERIA FOR MAKING PAYMENT TO NON-EXECUTIVE DIRECTORS
Non-Executive Directors are paid only by way of sitting fees of 5000 per meeting for
attending the Board Meeting and 5000 per meeting for attending the
Committee Meeting of the Company.
DEPOSITS
During the year under review, the Company has not accepted any deposits from the public
falling within the ambit of section 73 of the companies Act, 2013 and the Companies
(Acceptance of Deposit) Rules, 2014.
CORPORATE GOVERNANACE
The Company got listed on April 03, 2024 on SME Emerge Platform of NSE, by virtue of
Regulation 15 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.
The compliance with the corporate governance provisions as specified in Regulation 17 to
27 and clauses
(b) to (i) of sub regulation 2 of of Regulation 46 and Para C, D, E of schedule V) are
not applicable to the company. Hence, Corporate Governance Report does not form part of
this Annual Report.
LOANS, GUARANTEES AND INVESTMENTS
The details of loans and Investments and guarantees covered under the provisions of
Section 186 of the Act are given in the Notes to the Financial Statements forming a part
of Annual Report. Current borrowings of the Company are compliant with Section 180(1)(c)
of the Companies Act, 2013.
Pursuant to Section 186 of the Companies Act, 2013 and limits as approved by the
members of the company vide their meeting held on December 16, 2023, disclosures on
particulars relating to Loans, Advances, Guarantees, and Investments are provided as part
of the financial statements.
VIGIL MECHANISM / WHISTLE BLOWER MECHANISM
The Company has a whistle blower policy to report genuine concerns or grievances. The
Whistle Blower
Policy has been posted on the website of the Company and whistle blower mechanism is
reviewed regularly by the Audit Committee of the Company. There were Nil complaints
recorded under Whistle Blower Mechanism during the year review.
RISK MANAGEMENT
The Company has in place a mechanism to identify, assess monitor and mitigate various
risk to key business objectives. Major risk identified by the business and functions are
systematically address through mitigating actions on a continuing basis. Major element of
risk/threats for household appliances industry are regulatory concerns, consumer
perceptions and competition. The Board of Directors has adopted a risk management policy
for company which is available on the website of the company and can be accessed at
https://www.aspireinnovate.in/docs/CorporatePolicies/ RiskManagementPolicy.pdf which
outlines the parameter of identification, assessment, monitoring and mitigation of various
risk.
RELATED PARTY TRANSACTIONS
The Board of Directors of the Company has adopted a Related Party Transactions Policy
for identifying, reviewing, and approving transactions between the Company and the Related
Parties, in compliance with the applicable provisions of the Listing Regulations, the Act
and the Rules thereunder.
All Related Party Transactions entered into by the Company during the year under review
were in the ordinary course of business and on an arm's length basis. There was no
material related party transaction made by the Company with Promoters, Directors, Key
Managerial Personnel, or other related parties, which may have a potential conflict with
the interest of the
Company at large. All Related Party Transactions were approved by the Audit Committee
and were also placed in the Board meetings as a good Corporate Governance practice.
A statement of all Related Party Transactions is presented before the Audit Committee
on a quarterly basis, and prior/omnibus approval is also obtained, specifying the nature,
value and terms and conditions of the transactions.
None of the transactions with the related parties falls under the scope of Section
188(1) of the Act. The details of Related Party Transactions pursuant to Section 134(h) of
the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, in the prescribed Form
No. AOC
2 is given in "Annexure 3", forming part of this Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
The Company has not received any material orders passed by any regulatory authority,
court or tribunal which shall impact the going concern status and Company's operations in
future, during the financial year.
PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016
No application or any proceeding has been filed against the Company under the
Insolvency and Bankruptcy
Code, 2016 (31 of 2016) ("IBC Code") during the financial year 2023-24.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying in unpaid or unclaimed dividend for a period
of seven years. Therefore, there were no funds which were required to be transferred to
Investor Education and Protection Fund (IEPF) under Section 124 of the Companies Act,
2013.
STATUTORY AUDITORS AND AUDITORS' REPORT
M/s. S I G M A C & Co, Chartered Accountants registered with the Institute of
Chartered Accountants of India
(ICAI) vide Firm Registration number 116351W was appointed as Statutory Auditors of the
Company in the 02nd Annual General Meeting for a period of 5 consecutivey c
years upto the conclusion of 07th Annual General Meeting. The tenure of
Auditors is expiring in the ensuing 07th Annual General Meeting. The Board of
Directors at its meeting held on May 30, 2024 reappointed M/s. S I G M A C & Co.
Chartered Accountants,reporting as Statuory Auditors of the Company for a term of five
consecutive years commencing from the Company's
31, 2024 to hold office from financial the conclusion of the 07th Annual General
Meeting of the Company till the conclusion of the 12th Annual General Meeting on such
remuneration plus GST, out-of-pocket expenses, as may be mutually agreed upon by the Board
of Directors and the Auditors." There are no qualifications or adverse remarks
mentioned in the Auditors' report. The notes to accounts, forming part of
financialstatements, are self-explanatory and needs no further clarification.
COST AUDITORS
The provisions of maintenance of Cost Records as specified by the Central Government
under sub-section
(1) of Section 148 of the Act are not applicable on the Company.
SECRETARIAL AUDITOR AND SECRETARIAL AUDITOR'S REPORT
The requirement of appointing Secretarial Auditor under section 204 (1) of the
Companies Act, 2013 and read with Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 did not apply on the company for the Financial Year
2023-24.
DISCLOSURE OF CERTAIN TYPES OF AGREEMENTS BINDING LISTED ENTITIES
There are no agreements impacting management or control of the Company or imposing any
restriction or create any liability upon the Company which require disclosure under Clause
5A of Para A of Part A of Schedule III of the Listing Regulations.
DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT
The Company does not have any unclaimed shares and hence the disclosure pursuant to
SEBI (LODR) Regulations is not applicable
CREDIT RATING
During the year under review, the Company was not required to obtain any credit rating.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has a proper and robust system of efficien
internalcontrolsgearedtowardsachieving of business operations, safeguarding the Company's
assets and ensuring optimum utilization of resources. Such controls also ensure accuracy
and promptness offinancial compliance with statutory regulations. The Board in their
meeting held on Januaury 18, 2023 appointed M/s Jain Agarwal & Co., Delhi (Firm
Registration Number: 024866N) as Internal Auditor of the company for the financial year
2022-23 onwards.
The Audit Committee of the Company reviews the adequacy of internal control systems and
effectiveness of internal audit function.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The company falls under the criteria mentioned in Section 135 of the Companies Act,
2013, which pertains to Corporate Social Responsibility (CSR). On the basis of Financial
Statements for Financial Year (F.Y.) 2023-24 the company has made a provision of CSR
expenditure of Rs. 24,90,000 against CSR obligation of Rs. 17,34,117 for F.Y. 2024-25. The
CSR Report is annexed as "Annexure-4".
The Board of Directors of your Company has formulated and adopted a policy on CSR which
can be accessed at https://www.aspireinnovate.in/docs/
CorporatePolicies/CorporateSocialResponsibiltyPolicy. pdf
The CSR Policy of your Company outlines the Company's philosophy for undertaking
socially useful programs for welfare and sustainable development of the community at large
as part of its CSR Obligation.
HUMAN RESOURCE DEVELOPMENT AND INDUSTRIAL RELATION
Your Company strives to provide the best working environment with ample opportunities
to grow and explore. Your Company maintains a work environment that is free from physical,
verbal and sexual harassment. Every initiative and policy of the Company takes care of
welfare of all its employees. The human resource development function of the Company is
guided by a strong set of values and policies. The details of initiatives taken by the
Company for the development of human resource are given in Management Discussion and
Analysis Report. The Company maintained healthy, cordial and harmonious industrial
relations at all levels throughout the year.
PERSONNEL AND PARTICULARS OF EMPLOYEES
The industrial relations with the workers and staff of the Company remained cordial
throughout the year. There was unity of objective among all levels of employees,
continuously striving for improvement in work practices and productivity. Training and
development of employees continue to be an area of prime importance.
Particulars of the employees as required under section 197 (12) of the Companies Act,
2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 and forming part of the Directors' Report for the year ended 31st March
2024 is annexed to this report and forms an integral part of this report. (Annexure-1)
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
& REDRESSAL) ACT, 2013
The Company has zero tolerance towards sexual harassment at the workplace and has
adopted a policy on prevention, prohibition and redressal of sexual harassment at
workplace in line with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. As required
under law, an Internal Compliance Committee has been constituted for reporting and
conducting inquiry into the complaints made by the victim on the harassments at the
workplace.
During the year the period under review, the Company has not received any sexual
harassment complaints during the financial year nor any complaint is pending at the end of
the financial year.
CODE OF CONDUCT
The Board has laid down a Code of Conduct for all Board members and Senior Management
Personnel of the Company. The Code is displayed on the website of the Company
https://www.aspireinnovate.in/docs/ CorporatePolicies/CodeOfConduct.pdf
STATUTORY POLICIES/CODES
In compliance with the various provisions of the Act and Listing Regulations, the
Company has the following policies/ codes: Policy on Determination of Materiality for
Disclosure Policy on Related Party Transactions Nomination and Remuneration Policy Code of
Conduct to Regulate, Monitor and Trading by Designated Persons Archival Policy
Whistle Blower Policy
Code of Conduct Risk Management Policy
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3)
of the Companies (Accounts) Rules, 2014 for the year ended March 31, 2024 is given here
below: A) CONSERVATION OF ENERGY
(i) the steps taken or impact on conservation of energy- NA
(ii) the steps taken by the Company for utilizing alternate sources of energy -NA
(iii) the capital investment on energy conservation equipment's NA
B) TECHNOLOGY ABSORPTION
(i) the efforts made towards technology absorption - NA
(ii) the benefits derived like product improvement, cost reduction, product development
or import substitution- NA
(iii) in case of imported technology (imported during the last three years reckoned
from the beginning of the financial year)-NA
(a) the details of technology imported- NA (b) the year of import-NA
(c) whether the technology been fully absorbed-NA
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons
thereof-NA
(iv) the expenditure incurred on Research and Development- NA
C) FOREIGN EXCHANGE EARNING AND OUTGO
Total foreign exchange earned: Nil Total foreign exchange used:
Corresponding figures are in INR and
USD |
0.96 |
SGD |
8.22 |
LKR |
1.43 |
INTERNAL FINANCIAL CONTROLS
The Company has designed and implemented a process-driven
frameworkforinternalfinancialcontrols within the meaning of explanation to section
134(5)(e) of the Act. For Financial Year 2023-24, the Board is of the opinion that the
Company has sound Internal Financial controls commensurate with the nature and size of its
business operations, wherein controls are in place and operating effectively.
The Company's risk management mechanism is detailed in the Management Discussion and
Analysis Report.
GENERAL
The Board of Directors state that no disclosure or reporting is required in respect of
the following matters as there were no transactions or applicability pertaining to these
matters during the year under review: i) Issue of equity shares with differential rights
as to dividend, voting or otherwise. ii) Fraud reported by the Auditors to the Audit
Committee or the Board of Directors of the Company. iii) Scheme of provision of money for
the purchase of its own shares by employees or by trustees for the benefit of employees.
iv) Payment of remuneration or commission from any of its holding or subsidiary companies
to the Managing Director of the Company. v) change in the nature of business of the
Company. vi) the details of difference between amount of the valuation done at the time of
one-time settlement and the valuation done while taking loan from the Banks or Financial
Institutions along with the reasons thereof. vii) Statement of deviation or variation in
connection with preferential issue.
ACKNOWLEDGEMENT
The Board of Directors wishes to place on record its appreciation for the commitment,
dedication and hard work done by the employees in the Company and the cooperation extended
by Banks, Government authorities, customers and shareholders of the Company and looks
forward to a continued mutual support and co-operation.
NITESH AGARWALLA |
|
(DIN: 07468522) |
|
RINKU AGARWALLA |
}Directors |
(DIN:09360573) |
|
Date: May 30, 2024 |
Place: Gurugram |