To
The Members,
Yasho Industries Limited
The Board of Directors (the "Board") are pleased to present the 38th
(Thirty Eighth) Annual Report on the performance of the Company together with the Audited
Financial Statements for the financial year ended March 31, 2024.
FINANCIAL SUMMARY AND HIGHLIGHTS
The standalone and consolidated financial statements for the financial year ended March
31, 2024, forming part of this Annual Report, have been prepared in accordance with the
Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs.
Key highlights of the financial performance of the Company are summarized below:
(Rs. in Lakhs)
| Particulars |
Year Ended March 31, 2024 |
Year Ended March 31, 2023 |
Year Ended March 31, 2024 |
Year Ended March 31, 2023 |
|
(Standalone) |
(Consolidated) |
| Revenue from operations |
60,322.88 |
68,159.60 |
60,097.03 |
68,259.47 |
| Profit before Tax |
7,633.77 |
8647.44 |
7,672.23 |
9,060.33 |
| Less: Tax Expenses |
1,921.36 |
2,217.62 |
1,878.56 |
2,273.56 |
| Profit after tax |
5,721.42 |
6,429.83 |
5,793.67 |
6,786.76 |
| Add: Balance brought forward |
17,504.25 |
11,131.42 |
17,817.27 |
11,087.50 |
| Less: Dividend Paid |
57.00 |
57.00 |
57.00 |
57.00 |
| Net Profit available for appropriation |
23,159.59 |
17,504.25 |
23,553.87 |
17,817.27 |
STATE OF COMPANY'S AFFAIRS
Discussion on state of Company's affairs has been covered as part of the Managing
Director & CEO's Communique for the year under review.
TRANSFER TO RESERVES
The Board of Directors have decided to retain the entire amount of profit under
Retained Earnings. Accordingly, your Company has not transferred any amount to General
Reserves for the year ended March 31, 2024.
DIVIDEND
The Board of Directors in its meeting held on May 13, 2024, has recommended a final
dividend of ? 0.50 /-per equity share for the year ended March 31, 2024, subject to
the approval of the Members at the 38th Annual General Meeting CAGM').
The said dividend is in line with the Dividend Distribution Policy of the Company.
DIVIDEND DISTRIBUTION POLICY
In accordance with Regulation 43A of the SEBI Listing Regulations, the Board of
Directors of the Company has adopted a Dividend Distribution Policy which endeavours for
fairness, consistency and sustainability while distributing profits to the shareholders.
The same is available on the Company's website at https://www.yashoindustries.com/
uploads/7/9/4/9/7949862/dividend distribution policy-new. pdf
INVESTOR EDUCATION AND PROTECTION FUND ("IEPF")
In accordance with the provisions of Sections 124, 125 and other applicable provisions,
if any, of the Act, read with the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 (hereinafter referred to as "IEPF
Rules") (including any statutory modification(s) or re-enactment(s) thereof for
the time being in force), the amount of dividend remaining unclaimed or unpaid for a
period of seven years from the date of transfer to the Unpaid Dividend Account is required
to be transferred to the Investor Education and Protection Fund ("IEPF")
maintained by the Central Government. Further, according to the IEPF Rules, the shares in
respect of which dividend has not been paid or claimed by the Shareholders for 7 (Seven)
consecutive years or more are also required to be transferred to the demat account created
by the IEPF Authority.
Your Company does not have any unpaid unclaimed dividend or shares relating thereto
which are required to be transferred to the IEPF till the date of this Report.
The details of the past unclaimed dividends are available on the Company's website at
https://www.yashoindustries.com/ unpaid-unclaimed-dividend.html
The Company has appointed Ms. Rupali Verma, Company Secretary as the Nodal Officer for
the purpose of coordination with Investor Education and Protection Fund Authority. Details
of the Nodal Officer are available on the website of the Company at
https://www.yashoindustries.com/contact-details-
for-investor-grievances-iepf-material-eventsrta .html.
SHARE CAPITAL
a) AUTHORISED SHARE CAPITAL
As on March 31, 2024, the authorized share capital of the Company was ? 15,00,00,000
(Rupees Fifteen Crore only) consisting of 1,50,00,000 (One Crore Fifty Lakhs) equity
shares of ? 10 (Rupees Ten) each.
b) PAID UP SHARE CAPITAL
As on March 31, 2024, the paid-up Equity Share Capital was ? 11,39,92,000 (Rupees
Eleven Crore Thirty- Nine Lakhs Ninety-Two Thousand Only) divided into 1,13,99,200
(One Crore Thirteen Lakhs Ninety- Nine Thousand Two Hundred only) equity shares of ?
10/- (Rupees Ten) each.
During the year under review, the Company has not issued any equity shares with or
without differential voting rights.
LISTING FEES
We feel pleasure to inform you that during the year under review your company also got
listed its equity shares on National Stock Exchange of India Limited w.e.f. August 21,
2023. Now the equity shares of the Company are listed on both the terminals i.e. BSE
Limited (Scrip Code: 541167) and National Stock Exchange of India Limited (Symbol: YASHO).
Further, your Company has paid the requisite Annual Listing Fees to both the exchanges
where its securities are listed.
DEPOSITS
The Company has not accepted any deposits from public and as such no amount on account
of principal or interest on deposits from public was outstanding as on March 31, 2024.
SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES
a) SUBSIDIARIES
As on March 31, 2024, the Company has 2 wholly owned overseas subsidiaries. There has
been no material change in the nature of the business of the subsidiaries.
Further, a report on the performance and the financial position of each of the
subsidiaries for the financial year ended March 31, 2024, as per Section 129(3) of the
Act is provided in Form AOC-1 enclosed and marked as "Annexure - A"
and forms part of this report.
Pursuant to SEBI Listing Regulations, the Company's Policy on determining material
subsidiaries is uploaded on the Company's website and can be accessed at https://
www.yashoindustries.com/uploads/7/9/4/9/7949862/ determination of material subsidiary
policy-new.pdf
None of the subsidiaries are material subsidiary as per the thresholds laid down under
the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations"), as amended from
time to time.
Further in accordance with Section 136 of the Companies Act, 2013, the audited
financial statements, including the consolidated financial statements and related
information of the Company and audited accounts of each of its subsidiaries, are available
on the Company's website https://www.yashoindustries.com/annual-reports.html. These
documents will also be available for inspection at the registered office of the Company
and of the subsidiary companies during business hours on all working days and during the
Annual General Meeting.
b) ASSOCIATE AND JOINT VENTURE COMPANIES
As on March 31, 2024, the Company does not have any associate and joint venture
companies.
DIRECTORS OR KEY MANAGERIAL PERSONNEL
a) DIRECTORS
Re-Appointment
Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with
Companies (Management & Administration) Rules, 2014, Mr. Yayesh Jhaveri (DIN:
01257668), retires by rotation at the ensuing AGM and being eligible, has offered himself
for re-appointment.
Your Board recommends the re-appointment of the above Director. Additional Information
on director recommended for re-appointment as required under Regulation 36 (3) of the SEBI
(Listing and Obligation Disclosure Requirements) Regulations 2015 is given in the Notice
convening Annual General Meeting.
The Company has laid down a Code of Conduct for all Board Members and Senior Management
of the Company. All Board Members and Senior Management Personnel have affirmed compliance
with the Code of Conduct. The Code of Conduct is placed on the website of the Company at
https://www.yashoindustries.com/ uploads/7/9/4/9/7949862/code of conduct.pdf
Cessation
Further there were no changes in directors of the Company during the Financial Year
under review.
b) INDEPENDENT DIRECTORS
The Company has received necessary declaration from all the Independent Directors of
the Company under Section 149(7) of the Companies Act, 2013 and Regulation 25 of the SEBI
(Listing and Obligation Disclosure Requirements) Regulations 2015, confirming that they
meet the criteria of independence as prescribed under Section 149(6) of the Companies Act,
2013 and Regulation 16(1)(b) of the SEBI (Listing and Obligation Disclosure Requirements)
Regulations 2015.
In the opinion of the Board, the Independent Directors fulfil the said conditions of
independence. The Independent Directors have also confirmed that they have complied with
the Company's Code of Business Conduct & Ethics. In terms of requirements of the
Listing Regulations, the Board has identified core skills, expertise and competencies of
the Directors in the context of the Company's businesses for effective functioning, which
are detailed in the Report on Corporate Governance.
Further, in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the
Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors
of the Company have confirmed that they have registered themselves with the databank
maintained by the Indian Institute of Corporate Affairs.
In the opinion of the Board, the Independent Directors are independent of the
management, possess the requisite integrity, experience, expertise, proficiency, and
qualifications. The details of remuneration paid to the members of the Board of Directors
and its Committees are provided in the Report on Corporate Governance.
c) KEY MANAGERIAL PERSONNEL ('KMP')
Below changes took place in Key Managerial Personnel of the company during the year
under review:
1. Mr. Yayesh Vinod Jhaveri has resigned from the position of Chief Financial Officer
of the company with effect from May 02, 2023.
2. Mr. Deepak Kaku has been appointed as Chief Financial Officer of the Company with
effect from May 03, 2023.
3. Ms. Komal Bhagat has resigned from the position of Company Secretary &
Compliance Officer of the Company with effect from October 21, 2023.
4. Ms. Rupali Verma has been appointed as Company Secretary & Compliance Officer of
the Company with effect from February 19, 2024.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company has developed a robust familiarisation process for the newly appointed
Directors with respect to their roles and responsibilities, way ahead of the prescription
of the regulatory provisions. The process has been aligned with the requirements under the
Act and other related regulations. This process inter alia includes providing an overview
of the chemical industry, the Company's business model, the risks and opportunities, the
new products, innovation, sustainability measures, digitisation measures etc.
The details of the familiarisation programme are also available on the Company's
website at https://www.yashoindustries. com/familiarization-programme-of-id.html
BOARD EVALUATION Formal Annual Evaluation
In compliance with the Act and Regulation 17 and other applicable provisions of the
Listing Regulations, the performance evaluation of the Board, its committees and of the
Directors was carried out during the year under review.
Manner of effective evaluation
The Company has laid down evaluation criteria separately for the Board, its committees,
and the Directors in the form of questionnaire.
Evaluation of Directors
The criteria for evaluation of Directors include parameters such as attendance,
acquaintance with business, communication inter se between board members, effective
participation, domain knowledge, compliance with code of conduct, focus on core values,
vision, and mission etc.
Evaluation of Board and its Committees
The criteria for evaluation of Board include whether Board meetings were held in time,
all items which were required as per law to be placed before the Board were placed or not,
whether the same have been discussed and appropriate decisions were taken, adherence to
legally prescribed composition and procedures, timely induction of additional/ women
Directors and replacement of Board members/Committee members, whenever required, and
whether the Board facilitates the independent directors to perform their role effectively.
The criteria for evaluation of Committee include taking up roles and functions as per
its terms of reference, independence of the Committee, whether the Committee has sought
necessary clarifications, information and explanations from management, internal and
external auditors etc.
Based on such criteria, the performance evaluation of the Independent Directors was
carried out by the entire Board, excluding Directors being evaluated. Independent
Directors were evaluated based on parameters, such as, qualifications, experience,
knowledge and competence.
The performance evaluation of Chairman, Executive and NonExecutive Directors were
carried out by the Independent Directors who also reviewed the performance of the Board as
a whole in their meeting held on February 6, 2024.
The Directors expressed their satisfaction with the evaluation process. Performance
evaluation of the Board, its various Committees and directors including Independent
Directors was found satisfactory.
COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR
DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER
MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178 The Company has in place a
policy for remuneration of Directors and KMP as well as a well defined criterion for the
selection of candidates for appointment to the said positions, which has been approved by
the Board. The Policy broadly lays down the guiding principles, philosophy, and the basis
for payment of remuneration to the Executive and Non-Executive Directors (by way of
sitting fees and commission) and KMP.
The criteria for the selection of candidates for the above positions cover various
factors and attributes, which are considered by the Nomination & Remuneration
Committee and the Board of Directors while selecting candidates. The policy on
remuneration of Directors and KMP is available at
https://www.yashoindustries.com/uploads/7/9/4/9/7949862/ nomination and remuneration
policy-new.pdf
The Board of Directors of the Company also formulated and adopted the policy on the 'Diversity
of the Board'. The details of the same are available at the website of the Company and
can be accessed at https://www.yashoindustries.com/ uploads/7/9/4/9/7949862/board
diversity policy-new.pdf
NUMBER OF MEETING OF THE BOARD
The Board met Four (4) times during the year under review. The details of which are
given in the Corporate Governance Report forming part of the Annual Report. The maximum
interval between any two meetings did not exceed 120 days, as prescribed in the Companies
Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 134(3) (C) of the Companies Act, 2013 with
respect to Directors' Responsibility Statement, it is hereby confirmed that:
i. In the preparation of the annual accounts for the financial year ended March 31,
2024, the applicable accounting standards had been followed along with proper explanation
relating to material departures;
ii. The directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company as at March 31, 2024 and of the profit
and loss of the company for that period;
iii. The directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the company and for preventing and detecting fraud and other
irregularities.
iv. The directors had prepared the annual accounts on a going concern basis;
v. The directors, had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and
vi. The directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
COMMITTEES OF THE BOARD
The Board of Directors has the following Committees:
a) Audit Committee
b) Nomination and Remuneration Committee
c) Stakeholders' Relationship Committee
d) Corporate Social Responsibility Committee
e) Risk Management Committee
The details of the requite Committees of the Board along with their composition, number
of meetings and attendance at the meetings are provided in the Report on Corporate
Governance as required under Schedule V of the Listing Regulations.
ANNUAL RETURN
Pursuant to section 92(3) and section 134(3)(a) of the Act, read with rule 12 of the
Companies (Management and Administration) Rules, 2014, the Annual Return (MGT-7) of the
Company as on March 31, 2024, is available on the website of the Company and can be
accessed at https://www. yashoindustries.com/annual-returns.html
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
In line with the requirements of the Companies Act, 2013 ('the Act') and SEBI Listing
Regulations, as amended from time to time, the Company has formulated a Policy on Related
Party Transactions ('RPT Policy') for identifying, reviewing, approving and monitoring of
Related Party Transactions and the same is available on the Company's website and can be
accessed at https://www.yashoindustries.com/uploads/7/9/4/9/7949862/ materiality of
related party transactions policy -110622.pdf
All related party transactions entered into during FY 202324 were on an arm's length
basis and in the ordinary course of business and were reviewed and approved by the Audit
Committee. With a view to ensure continuity of day-to-day operations, an omnibus approval
is obtained for related party transactions which are of repetitive nature and entered in
the ordinary course of business and on an arm's length basis. A statement giving details
of all related party transactions entered pursuant to the omnibus approval so granted is
placed before the Audit Committee on a quarterly basis for its review.
The Company has not entered into any new material contract or arrangement with related
parties during the year under review. Therefore, there is no requirement to report any
transaction in Form AOC-2 in terms of Section 188 and 134 of the Act, read with Rule 8 of
the Companies (Accounts) Rule, 2014.
Further, in terms of Regulation 23 of the SEBI Listing Regulations, the Company submits
details of related party transactions on a consolidated basis as per the specified format
to the stock exchanges on a half-yearly basis.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The details of loans, guarantees and investments covered under the provisions of
Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules,
2014 are as set out in the notes to the accompanying financial statements of your Company.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company's internal control systems are commensurate with the nature of its
business, and the size and complexity of its operations and such internal financial
controls concerning the Financial Statements are adequate.
Further, Statutory Auditors in its report expressed an unmodified opinion on the
adequacy and operating effectiveness of the Company's internal financial controls.
PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Act read with Rule 5(1) and Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are given in "Annexure B"
to this Report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
To oversee and review the Vigil Mechanism/ whistle blower function established by the
Company to report the genuine concerns against the suspected or confirmed fraudulent
activities, allegations of corruption, violation of the Company's Code of Conduct. The
Company will provide adequate safeguards against victimization of persons who use this
mechanism. Such persons shall have direct access to the Chairman of the Audit Committee
when appropriate. During the year under review, no complaints were received under the
Whistle Blower Policy.
The Whistle Blower Policy has been posted on the website of the Company at
https://www.yashoindustries.com/ uploads/7/9/4/9/7949862/vigil mechanism policy.pdf
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
As per the requirement of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 CPOSH Act') and Rules made thereunder, the Company
has formed an Internal Committee (TC') for its workplaces to address complaints pertaining
to sexual harassment in accordance with the POSH Act. The Company has a detailed Policy
for Prevention of Sexual Harassment at Workplace, which ensures a free and fair enquiry
process with clear timelines for resolution.
The Policy is uploaded on the website of the Company at
https://www.yashoindustries.com/uploads/7/9/4/9/7949862/ anti sexual harrasment policy.pdf
Your directors further state that during the fiscal year 202324, there were no
complaints received pursuant to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
RISK MANAGEMENT
The Company has constituted a Risk Management Committee and had adopted duly approved a
Risk Management Policy to identify the risk, analysis and to undertake risk mitigation
actions and the same is available on the website of the Company and can be accessed at
https://www.yashoindustries.com/ uploads/7/9/4/9/7949862/risk management policy-new.pdf
Risk Management plays a key role in business strategy and planning. The same has been
extensively covered in the Management Discussion and Analysis forming part of the Annual
Report.
CORPORATE SOCIAL RESPONSIBILITY
The Company has constituted a CSR Committee in accordance with Section 135 of the Act.
The Corporate Social Responsibility ('CSR') activities of the Company are governed
through the Corporate Social Responsibility Policy CCSR Policy') approved by the Board. As
a part of its initiative under the "Corporate Social Responsibility"
(CSR) drive, the Company focuses in the areas of education, preventive health care and
Rural Development. These projects are in accordance with Schedule VII of the Act and the
Company's CSR policy. The Report on CSR activities as required under the Companies
(Corporate Social Responsibility Policy) Rules, 2014 is annexed as "Annexure C"
and forms an integral part of this Report.
Further, he CSR policy is available on the website of the Company at
https://www.yashoindustries.com/ uploads/7/9/4/9/7949862/corporate social responsibility
policy-new.pdf
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
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 Annual Report.
REPORT ON CORPORATE GOVERNANCE
As per Regulation 34 read with Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a detailed Report on Corporate Governance is included in
the Annual Report, together with a certificate received from the Practicing Company
Secretaries confirming compliance annexed as "Annexure D".
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING:
As per Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a separate section on Business Responsibility and Sustainability
Reporting forms a part of this Annual annexed as "Annexure E".
SECRETARIAL STANDARDS
During the year under review, your Company has complied with the applicable Secretarial
Standards issued by the Institute of Company Secretaries of India.
STATUTORY AUDITOR & AUDIT REPORT
M/s. V J Shah & Co, Chartered Accountants (FRN: 109823W) were appointed statutory
auditor of the Company by the members at the 34th Annual General Meeting held on July 29,
2020, for their second term of 5 (Five) year from the conclusion 34th AGM till the
conclusion of 39th AGM to be held in calendar year 2025, on a remuneration mutually agreed
upon by the Board of Directors and the Statutory Auditors.
M/s. V J Shah & Co, Chartered Accountants (FRN: 109823W) has resigned from the
office of Statutory Auditor vide their letter dated June 28, 2024, before completion of
their term. Their resignation has caused a casual vacancy in the office of Statutory
Auditors as envisaged by section 139(8) of the Companies Act, 2013 and casual vacancy so
caused by the resignation of auditors can only be filled up by the Company after taking
consent of the members.
Accordingly, the Board at its meeting held on July 6, 2024, on recommendations of Audit
Committee had appointed M/s. Gokhale & Sathe, Chartered Accountants (FRN: 103264W) to
fill up the causal vacancy created on account of resignation by M/s V J Shah & Co,
Chartered Accountants (Firm Registration Number: 109823W), subject to approval by the
shareholders at the ensuing Annual General Meeting.
Further, The Board of Directors of the Company at its meeting held on July 6, 2024, on
recommendations of Audit Committee have also appointed M/s. Gokhale & Sathe, Chartered
Accountants (FRN: 103264W), subject to approval of shareholders at ensuing Annual General
Meeting, to hold office from the conclusion of 38th Annual General Meeting till the
conclusion of 43rd Annual General Meeting.
Your Company has received a letter from M/s. Gokhale & Sathe, Chartered Accountants
communicating their eligibility and consent to accept the office, if appointed, to act as
a Statutory Auditor of the Company in place of M/s. V J Shah & Co, Chartered
Accountants with a confirmation that, their appointment, if made, would be within the
limits prescribed under the Companies Act, 2013.
The Statutory Auditors' Report issued by M/s V J Shah & Co, Chartered Accountants
(Firm Registration Number: 109823W) forms part of the Annual Report. There is no audit
qualification, reservation, or adverse remark for the year under review.
REPORTING OF FRAUD
During the year under review, the Statutory Auditors, Cost Auditors and Secretarial
Auditors have not reported any instances of frauds committed in the Company by its
officers or employees to the Audit Committee under Section 143(12) of the Act, details of
which need to be mentioned in this Report.
COST AUDITOR
As per the requirements of Section 148 of the Act read with the Companies (Cost Records
and Audit) Rules, 2014 as amended from time to time, the Company is required to maintain
cost accounting records and have them audited every year.
The Board of Directors, on the recommendations of the Audit Committee, has approved the
appointment of Mr. Kaushal Joshi, Cost Accountant (Registration No. 40592), as Cost
Auditor of the Company for the financial year 2024-25, under section 148 of the Companies
Act, 2013.
The remuneration payable to the Cost Auditor is required to be placed before the
Members in a General Meeting for their ratification. Accordingly, a resolution seeking the
Members' ratification for the remuneration payable to Mr. Kaushal Joshi, Cost Accountant,
is included in Item No. 04 of the notice convening the Annual General Meeting.
The Company has maintained cost records as specified under Section 148 of the Act.
SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Act and rules made thereunder, the
Company has appointed Dhrumil M. Shah & Co. LLP, Company Secretaries in Practice, to
undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed as
"Annexure F" and forms an integral part of this Report.
There are qualifications, reservations or adverse remarks made by the Secretarial
Auditor in his report which is stated below:
| SECRETARIAL AUDITOR'S REMARKS |
MANAGEMENT COMMENT |
| In terms of Regulation 23(9) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 the listed entity shall make
disclosures of Related Party Transactions every six months on the date of publication of
its standalone and consolidated financial results with effect from April 1, 2023. However,
the Company has filed the said disclosure for the half year ended March 31, 2023, on May
09, 2023, instead of May 02, 2023, thereby causing a delay of Seven days. Consequently,
BSE Limited imposed a fine of ^41,300, inclusive of applicable taxes, which the Company
has paid on July 28, 2023. |
We hereby state that during the process of filing up the XBRL file, we encountered
several validation errors, and the XBRL file got corrupted multiple times. Therefore, we
sought assistance from the BSE team, and with their help, the issue was resolved and the
same was filed by us on May 9, 2023. |
| In terms of Regulation 6 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 the Company was required to
appoint a Qualified Company Secretary as compliance officer within 3 months from the date
of vacancy. However, the Company has appointed Qualified Company Secretary as compliance
officer beyond the prescribed time |
Thus, the delay in the submission of the RPT disclosure was purely due to technical
difficulties encountered while preparing the XBRL file. |
|
Further, fine imposed by BSE Limited has been duly paid on July 28, 2023. |
|
We hereby state that following the resignation of our previous Company Secretary and
Compliance Officer w.e.f. October 21, 2023, the company was in the process of appointing a
suitable candidate. We had shortlisted two candidates on different occasions and issued
offer letters to them, but both candidates did not join the office as committed, citing
their inability to join the organization. Consequently, the prescribed time limit for
appointing the officer, as mandated by the Listing Regulations, lapsed. |
|
After extensive deliberation and efforts, the vacancy of the office of the Compliance
Officer on December 29, 2023, the vacancy was filled in by appointing Ms. Rupali Verma as
the Company Secretary and Compliance Officer |
|
However, the Company Secretary and Compliance Officer joined the office on February
19, 2024, after due completion of the notice period of previous employer. |
|
In view of the above, the Listed entity has filled up the vacancy of compliance
Officer in terms of Regulation 6(1A) within the period of three months from the date of
such vacancy. |
CREDIT RATINGS
The following ratings have been reaffirmed / assigned to the Company for its Bank
facilities vide last credit rating obtained by the company dated October 06, 2023:
| Instrument Type |
Maturity Date |
Size of Issue (in Million) |
Rating/Outlook |
Rating Action |
| Fund-based working capital limit |
- |
Rs. 1,700 |
IND BBB+/Stable/IND A2+ |
Affirmed |
| Non-fund based working capital limit |
- |
Rs. 1,700 |
IND A2+ |
Affirmed |
| Term loan |
March 2031 |
Rs. 2,729.30 |
IND BBB+/Stable |
Affirmed |
| Fund-based working capital limit* |
-- |
Rs. 1,000 |
IND BBB+/Stable/IND A2+ |
Assigned |
| Non-fund-based working capital limit* |
|
Rs. 1,000 |
IND A2+ |
Assigned |
* ? 1000 million of non-fund-based limit is sub-limit of fund-based working capital
limit of ? 1,000 million.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to conservation of energy, technology absorption, foreign
exchange earnings and outgo as required to be disclosed pursuant to the provisions of
Section 134 of the Act read with the Companies (Accounts) Rules, 2014 are provided in
"Annexure G" forming part of this Report.
MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY
There were no material changes and commitments affecting the financial position of the
Company which has occurred between the end of the financial year of the Company i.e. March
31, 2024, and till the date of the Director' Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
During the year under review there have been no such significant and material orders
passed by the regulators or courts or tribunals impacting the going concern status and
company's operations in future.
CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of the business of the company during the year under
review.
THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE
FINANCIAL YEAR:
As on the date of this report, there is no application or proceeding pending against
your company under the Insolvency and Bankruptcy Code, 2016.
THE DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION AT THE TIME OF ONETIME
SETTLEMENT AND THE VALUATION DONE AT THE TIME OF TAKING A LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF:
During the Financial Year 2023-24, the Company has not made any onetime settlement with
any Bank or Financial Institutions.
OTHER DISCLOSURE
During the Financial Year under review:
1. The Company has not issued Equity Shares with differential rights as to dividend,
voting or otherwise, pursuant to the provisions of Section 43 of the Act and Rules made
thereunder.
2. The Company has not issued any Sweat Equity Shares to its Directors or employees.
3. No Director of the Company is in receipt of any remuneration or commission from its
subsidiaries.
4. There was no revision of financial statements of the company.
5. The Company has not made any provisions of money or has not provided any loan to the
employees of the Company for purchase of shares of the Company, pursuant to the provisions
of Section 67 of the Act and Rules made thereunder.
6. During the year under review the Company's securities were not suspended.
CAUTIONARY STATEMENT
Statements in the Director's Report and the Management Discussion and Analysis
describing the Company's objectives, expectations or predictions, may be forward looking
within the meaning of applicable securities laws and regulations. Actual results may
differ materially from those expressed in the statement. Important factors that could
influence the Company's operations include global and domestic demand and supply
conditions, and other business policies, changes in government regulations and tax laws,
overall economic growth rate etc., economic developments within India and the countries
within which the Company conducts business etc.
ACKNOWLEDGMENTS
Your directors' wish to place on record sincere gratitude and appreciation, for the
contribution made by the employees at all levels for their hard work, support, dedication
towards the Company.
Your directors thank the Government of India and the Government of Gujarat and
Maharashtra for their co-operation and appreciate the relaxations provided by various
Regulatory bodies to facilitate ease in compliance with provisions of law.
Your directors' also wish to thank employees, customers, business associates,
suppliers, investors and bankers for their continued support and faith reposed in the
Company.
|
For Yasho Industries Limited |
|
Vinod Harilal Jhaveri |
| Place: Mumbai |
(Chairman & Executive Director) |
| Date: May 13, 2024 |
DIN: 01655692 |