To The Members,
Your Directors are pleased to present the 13th Annual Report along with
Audited Financial Statements of the Company for the year ended 31st March, 2024.
1. FINANCIAL RESULTS
( in Lakhs)
Particulars |
Year ended March 31, 2024 |
Year ended March 31, 2023 |
Revenue from Operations |
2.27 |
4.77 |
Profit before finance cost, depreciation, exceptional
items and tax |
(280.20) |
(339.89) |
Less: |
|
|
Finance costs |
65.34 |
35.67 |
Depreciation and amortization expense |
0.99 |
0.50 |
Exceptional items |
- |
- |
Profit/ Loss before tax |
(346.62) |
(376.06) |
Tax expense |
(87.33) |
(93.62) |
tax Profit/ Loss after |
(259.29) |
(282.44) |
Other Comprehensive Income |
96,775.35 |
(18,804.97) |
Items that will not be reclassified to profit and loss - - |
|
|
Total Comprehensive Income for the year |
96,516.06 |
(19,087.41) |
2. REVIEW OF OPERATIONS
During the year, Company achieved Revenue from Operations of 2.77
lakhs against 4.77 lakhs in previous year. Due to the various external factors, your
company was unable to earn profits and incurred net loss of 259.29 lakhs during the year
against net loss of
282.44 lakhs in previous year. It is hopeful that Company would
achieve greater heights in coming years.
3. CHANGE IN THE NATURE OF BUSINESS
There was no change in the nature of business of the Company during the
financial year ended 31st March, 2024.
4. DIVIDEND
During the year under review, no dividend has been recommended by your
Directors.
5. DIVIDEND DISTRIBUTION POLICY
Your Company had adopted Dividend Distribution Policy, in compliance
with the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (SEBI Listing Regulations). The Policy is available on the
Company's website:
https://hexatradex.com/new/wp-content/uploads/2022/06/Dividend-Distribution-Policy.pdf. In
terms of the Policy, Equity Shareholders of the Company may expect Dividend if the Company
has surplus funds and after taking into consideration relevant internal and external
factors enumerated in the policy for declaration of dividend.
6. TRANSFER TO RESERVES
During the year no amount has been transferred in the reserves of the
Company.
7. SHARE CAPITAL
During the year 2023-2024, there is no change in the paid-up equity
share capital of the Company. The equity shares of the Company are listed on BSE Limited
("BSE") and National Stock Exchange of India Limited ("NSE").
8. DELISTING OF EQUITY SHARES
The Company had received an Initial Public Announcement dated March 12,
2022 from Siddeshwari Tradex Private Limited, Innox Global Multiventures Private Limited,
Opelina Sustainable Services Limited and JSL Limited (collectively termed as
"Acquirers"), along with other Promoters and Promoter Group persons / entities,
of the Company, in accordance with Regulation 8 of the Securities and Exchange Board of
India (Delisting of Equity Shares), 2021 (herein after called "SEBI Delisting
Regulations"), inter alia expressing the intention to voluntary delist the equity
shares of the Company ("Initial Public Announcement") to initiate the process
and to express their intention to acquire all Equity Shares that are held by public. The
discovered price of delisting was determined in accordance with SEBI Delisting
Regulations. The same discovered price was accepted by the Acquirers and made the payment
to the shareholders who have tendered their shares. After acquiring from public the
promoter group's holding increases to 92.13%. Thereafter, the Company has made an
application with BSE and NSE for obtaining final delisting approval, which is pending with
both Stock Exchanges since more than a year.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Your Board of Directors are duly constituted with proper balance of
Non-Executive Directors and Independent Directors with rich experience and expertise
across a range of fields such as corporate finance, strategic management, accounts, legal,
marketing, human resource, general management and strategy. Except the independent
directors, all other directors are liable to retire by rotation as per the provisions of
the Companies Act, 2013.
At the ensuing Annual General Meeting, Mr. Naresh Kumar Agarwal,
Non-Executive Non-Independent Director, (DIN: 03552469) of the Company, retire by rotation
and, being eligible, offer himself for re-appointment.
In terms of the Rule 6 of the Companies (Appointment and Qualification
of Directors) Rules, 2014, all Independent Directors of the
Company have enrolled themselves on the Independent Directors Databank.
During the year under review, no Directors or Key Managerial Personnel
has been appointed or resigned. However, the Board of Directors in their meeting held on
23rd May, 2024, on the recommendation of Nomination and Remuneration Committee approved
and recommended to the shareholders the re-appointment of Mr. Ravinder Nath Leekha and Mr.
Abhiram Tayal for their 2nd term of further period of 5 consecutive years as an
Independent Directors of the Company w.e.f. 22nd November, 2024 at the ensuing AGM. In
terms of the Listing Regulations, no listed Company shall appoint a person or continue the
Directorship of any as Non-Executive Director who has attained the age of 75 years unless
a special resolution passed to that effect. It may be noted that Shri Ravinder Nath Leekha
has attained the age of 75 years. Therefore, this statement may also be regarded as an
appropriate disclosure under the Listing Regulations.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Nomination and Remuneration Committee elects the candidates to be
appointed as the directors on the basis of the needs and enhancing the competencies of the
Board of the Company. The current policy is to have a balance of Executive, Non-executive
and Independent Directors to maintain the independence of the Board, and to separate its
functions of governance and management. The composition of Board of Directors during the
year ended 31st March, 2024 is in conformity with Regulation 17 of the SEBI Listing
Regulations, 2015 read with Section 149 of the Companies Act, 2013. The policy of the
Company on directors' appointment, including criteria for determining qualifications,
positive attributes, independence of a director and other matters, as required under
subsection (3) of Section 178 of the Companies Act, 2013 and the remuneration paid to the
directors are governed by the Remuneration Policy of the Company. The Policy may be
accessed at the link
https://hexatradex.com/new/wp-content/uploads/2023/10/POLICY-REMUNERATION-POLICY-OF-Hexa.pdf
10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis, as stipulated under Regulation 34
of SEBI Listing Regulations, 2015 forming part of this report, has been given under
separate section in the Annual Report.
11. CONSOLIDATED FINANCIAL STATEMENT
Annual audited consolidated financial statements forming part of the
annual report have been prepared in accordance with
Companies Act, 2013, Indian Accounting Standards (Ind AS) 110 -
Consolidated Financial Statements' and Indian Accounting
Standards (Ind AS) 28 - Investments in Associates and Joint
Ventures', notified under Section 133 of Companies Act, 2013 read with
Companies (Indian Accounting Standards) Rules, 2015 and as amended from
time to time.
12. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
As on 31st March 2024, the Company has one material subsidiary namely
Hexa Securities and Finance Company Limited (HSFCL). HSFCL is unlisted material subsidiary
of the Company registered with Reserve Bank of India as Non-Banking Financial Company.
A report on the performance and financialposition of HSFCL as per the
Companies Act, 2013 is provided as Form AOC-1 to the consolidated financial statement and
hence not repeated here for he sake of brevity.
As per the provisions of Section 136 of the Companies Act, 2013, the
audited financial statements, including the consolidated financial statements and other
related information of the Company and audited financial statements of its subsidiary, are
available on our website www.hexatradex.com. These documents will also be available for
inspection during business hours at our registered office till date of annual general
meeting.
No other company has become/ceased to be the subsidiary, associate and
joint venture during the financial year 2023-24.
The policy for determining material subsidiaries as approved may be
accessed on the Company's website at the link: https://
hexatradex.com/new/wp-content/uploads/2024/04/POLICY-FOR-DETERMINING-MATERIAL-SUBSIDIARIES.pdf
13. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 134 of the Companies Act,
2013 with respect to Directors' Responsibility Statement, it is hereby confirmed by
the Board of Directors: a. that in the preparation of the annual accounts for the
financial year ended 31st March, 2024, the applicable accounting standards had been
followed along with proper explanation relating to material departures; b. that they had
selected such accounting policies and applied them consistently and made judgments and
estimates that were reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial and of the profit of the Company for
the year ended on that period. c. that they 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; d. that they had prepared the accounts for the
financial year ended 31st March, 2024 on a going concern' basis. e. that they
had laid down internal financial controls to be followed by the Company and adequate and
are operating effectively; and f. that they had devised proper systems to ensure
compliance with the provisions of all applicable laws and that such systems are adequate
and operating effectively.
14. DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declaration of Independence from all
Independent Directors as stipulated under Section 149(7) of the
Companies Act, 2013 and Regulation 17 of the SEBI Listing Regulations,
confirming that they meet the criteria of Independence.
15. STATEMENT REGARDING INTEGRITY, EXPERTISE AND EXPERIENCE OF
INDEPENDENT DIRECTORS
In the opinion of the Board, the Independent Directors possess
excellent rating in respect of clear sense of value and integrity and have requisite
expertise and experience in their respective fields.
All the Independent Directors of the Company are enrolled with Data
Bank maintained by Indian Institute of Corporate Affairs. As per the provisions of section
150 of the Companies Act, 2013 read rule 6 of the Companies (Appointment and Qualification
Rules, 2014, the Independent Directors of the Company are exempted from undergoing the
online proficiency conduct by the Institute, except those who are required to undergo the
test had passed the online proficiency within the prescribed time.
16. BOARD EVALUATION
The Company has devised a policy for performance evaluation of
Independent Directors, Board, Committees and other Directors which includes criteria for
performance evaluation of non-executive directors and executive directors under section
178(1) of the Companies Act, 2013. This may be accessed at the link:
https://hexatradex.com/new/wp-content/uploads/2023/10/Performance-Evaluation.pdf. On the
basis of the Policy for performance evaluation of Independent Directors, Board, Committees
and other Directors, a process of evaluation was followed by the Board for its own
performance and that of its Committees and individual Directors. The details of same have
been given in the report on corporate governance annexed hereto.
The details of programme for familiarization of Independent Directors,
their roles, rights, responsibilities in the Company, nature of the industry in which the
Company operates, business model of the Company and related matters have been uploaded on
the website of the Company at the link
https://hexatradex.com/new/wp-content/uploads/2023/10/Familiarization-Programme-of-Independent-Directors.pdf
17. CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of corporate
governance and adhere to the corporate governance requirement set out by SEBI Listing
Regulations. The report on Corporate Governance as stipulated under the SEBI Listing
Regulations, forms an integral part of this Report. The requisite
certificate from compliance with the conditions of corporate governance is attached to the
report on Corporate Governance.
18. CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES
The regulation 23(4) states that all related party transactions (RPTs)
with an aggregate value exceeding 1,000 crores or 10% of annual consolidated turnover of
the Company, whichever is lower, shall be treated as Material Related Party Transaction
(MRPTs) and shall require prior approval of shareholders. The said limits are applicable,
even if the transactions are in the ordinary course of business of the concerned company
and at an arm's length basis.
All the related party transactions are in compliance with the
provisions of SEBI Listing Regulations as applicable during the financial year ended 31st
March, 2024 except the once instance where a material transactions between the Siddeshwari
Tradex
Private Limited (related party) with the Company and with Hexa
Securities and Finance Company Limited (Material Subsidiary') of the Company
took place during the quarter ended 30th June, 2023 without taking prior approval of
shareholders. However, the Company has taken members approval for the Material Related
Party Transactions entered between the Company (including its subsidiary) with Siddeshwari
Tradex Private Limited (related party) for an aggregate amount of upto 75 crores during
each of financial year 2023-24 and 2024-25 in the AGM held on 29th September, 2023.
The Policy on materiality of related party transactions and dealing
with related party transactions as approved by the Board may be accessed on the
Company's website at the link:
https://hexatradex.com/new/wp-content/uploads/2023/11/POLICY-ON-RELATED-PARTY-TRANSACTIONS_26062015-Updated.pdf
Please refer to Note No 30 to the standalone financial statements, which sets out related
party disclosures.
19. RISK MANAGEMENT
The Board of Directors has formed Risk Management Committee which has
been entrusted with the responsibility to assist (a) overseeing and approving the
Company's enterprise wide risk management framework; and (b) identifying and
assessing that all the risks that the organization faces such as strategic, financial,
credit, market, liquidity, security, property, IT, legal, regulatory, reputational and
other risks and to ensure that there is an adequate risk management infrastructure in
place capable of addressing those risks. The Risk Management Policy was reviewed and
approved by the Board.
The Company manages, monitors and reports on the principal risks and
uncertainties that can impact its ability to achieve its strategic objectives. The
Company's management systems, organizational structures, processes, standards, code
of conduct and behaviours together form the Management System that governs how the Company
conducts the business and manages associated risks.
20. INTERNAL FINANCIAL CONTROLS
The Company has put in place strong internal control systems in line
with globally accepted practices. The processes adopted by the Company are best in class
and commensurate with the size and nature of operations.
The Company has adopted risk based framework which is intended for
proper mitigation of risks. The major risks identified by the businesses and functions are
systematically addressed through mitigating actions on a continuous basis. The Company has
employed experienced professional to carry out the internal audits to review the adequacy
and compliance to the laid down procedures to manage key risks. The Audit Committee of the
Board regularly reviews the adequacy & effectiveness of internal audit environment and
implementation of internal audit recommendations including those relating to strengthening
of Company's risk management policies & systems. Your Company's philosophy
is of zero tolerance towards all applicable legal non-compliances.
21. COST RECORD AND COST AUDIT
The (Cost Records and Audit) Rules, 2014 as specified by the Companies
Act, 2013, are not applicable on the company.
22. CORPORATE SOCIAL RESPONSIBILTY (CSR)
The Corporate Social Responsibility Committee (CSR Committee)
formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR
Policy) indicating the activities to be undertaken by the Company, which has been approved
by the Board. The CSR Policy may be accessed on the Company's website at the link:
https://hexatradex.com/new/wp-content/uploads/2023/10/ CSR-Policy-Tradex.pdf. The key
philosophy of all CSR initiatives of the Company is driven by core value of inclusion.
During the year there was no obligation to spend on CSR activities by the Company. A
report on CSR activities is annexed herewith as Annexure 1.
23. SECRETARIAL STANDARDS
The Directors state that applicable Secretarial Standards, i.e. SS-1
(Meetings of the Board of Directors), SS-2 (General Meetings) and SS-4 (Report of the
Board of Directors) respectively, have been complied by the Company.
24. AUDITORS & THEIR REPORT
STATUTORY AUDITORS
The members of the Company had appointed M/s Lodha & Co., Chartered
Accountant as Statutory Auditors of the Company for a term of 5 (Five) consecutive years
from conclusion of 10th Annual General Meeting until conclusion of 15th Annual General
Meeting.
The M/s Lodha & Co., Chartered Accountant have confirmed that they
are not disqualified from continuing as Auditors of the
Company.
Auditors' remarks in their report read with the notes to accounts
referred to by them are self-explanatory. There have been no fraud reported by the
Statutory Auditors of the Company.
SECRETARIAL AUDITOR
The Board in their meeting held on 25th May, 2023 had appointed M/s
Awanish Dwivedi & Associates, Company Secretaries
(Formerly known as M/s Dwivedi & Associates), to conduct
Secretarial Audit of the Company for the financial
Secretarial Audit Report for the financial year ended 31st March, 2024
is annexed herewith markedas Annexure-2 to this Report. The Secretarial Audit
Report contains the following remarks:
1. Non-Compliance of Regulation 23 of SEBI LODR, as no prior
approval was taken from shareholders of the company for material related party
transactions entered between the related party with the Company and with its material
subsidiary during quarter ended 30th June, 2023.
Pursuant to the provisions of Regulation 24A of SEBI Listing
Regulations,Hexa Securities & Finance Company Limited being a unlisted material
subsidiary of your Company had also appointed in their board meeting held on 20th May,
2024, Mr. Awanish K.
Dwivedi of M/s Awanish Dwivedi & Associates, Company Secretaries,
to conduct Secretarial Audit of the Company for the financial year 2023-24. The
Secretarial Audit Report does not contain any qualification, reservation or adverse. The
report issued by them is annexed herewith marked as Annexure-3.
EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION,
RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY AUDITORS i. Auditors' Report
There have been no frauds, qualifications, reservations or adverse
remarks reported by the Statutory Auditors of the Company. ii. Secretarial
Auditor's Report
The Management response on the remarks of Secretarial Auditors in the
report is as under:
1. Due to business exigencies material transactions between the related
party with the Company and its material subsidiary took place during the quarter ended
30thJune, 2023 without taking prior approval of shareholders resulting into non-compliance
of the provisions of the SEBI LODR. It may be noted that in the event the approval for
delisting had been obtained, the provisions of the SEBI LODR would not have been
applicable to the Company and it would not have been in any non-compliance. However, the
company has taken approval from members for the Material Related Party Transactions
entered between the Company (including its Subsidiary) with Siddeshwari Tradex Private
Limited for an aggregate amount of up to 75 crores during each of the Financial Year
2023-24 and Financial Year 2024-25 in the Annual General Meeting held on 29th September
2023.
25. DISCLOSURE
MEETINGS OF THE BOARD
During the year under review, the Board of Directors of the Company met
4 (Four) times on 25th May, 2023, 9th August, 2023, 8th November, 2023 and 8th February,
2024. The composition of Board of Directors during the year ended March 31, 2024 is in
conformity with Regulation 17 of the SEBI Listing Regulations read with Section 149 of the
Companies Act, 2013. For further details, please refer report on Corporate Governance of
this Annual Report.
AUDIT COMMITTEE
As on 31st March, 2024, the Audit Committee comprised of Dr. Raj Kamal
Aggarwal (Chairperson), Mr. Girish Sharma and Mr. Naresh Kumar Agarwal, as other members.
The composition of the Audit Committee is in conformity with requirements as per the
Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI Listing Regulations.
During the year ended 31st March, 2024, the Committee met 4 (Four)
times on 25th May, 2023, 9th August, 2023, 8th November, 2023 and 8th February, 2024. For
further details, please refer report on Corporate Governance of this Annual Report.
NOMINATION AND REMUNERATION COMMITTEE
As on 31st March, 2024, the Nomination and Remuneration Committee
comprised of Mr. Girish Sharma (Chairperson), Dr. Raj Kamal Aggarwal and Mr. Naresh Kumar
Agarwal, as other members. The Chairperson of the Committee is an Independent Director.
The Composition of the Nomination and Remuneration Committee is in conformity with
requirements of section 178 of the Companies Act, 2013 and Regulation 19 of SEBI Listing
Regulations.
During the year ended 31st March, 2024 the Committee met once on 25th
May, 2023. For further details, please refer report on Corporate Governance of this Annual
Report.
STAKEHOLDERS RELATIONSHIP COMMITTEE
As on 31st March, 2024, the Stakeholders Relationship Committee
comprised of Dr. Raj Kamal Aggarwal (Chairperson), Mr. Girish Sharma, and Mr. Naresh Kumar
Agarwal, as other members. The composition of the Stakeholders Relationship Committee is
in conformity with the requirements of the Companies Act, 2013 and Regulation 20 of SEBI
Listing Regulations.
During the year ended 31st March, 2024 the Committee met only once on
8th February, 2024. For further details, please refer Report on Corporate Governance
attached to this Annual Report.
INDEPENDENT DIRECTOR
During the year under review, the Independent Directors of the Company
met once on 8th November, 2023. For further details, please refer report on Corporate
Governance of this Annual Report.
RISK MANAGEMENT COMMITTEE
The Board of Directors has formed Risk Management Committee comprised
of Mr. Naresh Kumar Agarwal, Chairperson, Mr. Ravinder Nath Leekha, Independent Director,
Mr. Ranjit Malik, Director and Mr. Neeraj Kanagat, CEO & CFO as members. Mr. Naresh
Kumar Agarwal is the Chairperson of the Committee. The Composition of the Risk Management
Committee is in conformity with requirements of the Regulation 21 of SEBI Listing
Regulations.
During the year ended 31st March, 2024 the Committee met 2 (Two) times
on 8th August, 2023 and 30th January, 2024. For further details, please refer Report on
Corporate Governance attached to this Annual Report.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR COMMITTEE)
The CSR Committee comprises of Dr. Raj Kamal Aggarwal (Chairperson),
Mr. Girish Sharma and Mr. Naresh Kumar Agarwal, as other members. The Composition of the
CSR Committee is in conformity with requirements of Section 135 of the Companies Act,
2013.
VIGIL MECHANISM
The Vigil Mechanism of the Company, which also incorporates a whistle
blower policy in terms Section 177(9) of Companies Act, 2013 and Regulation 22 of the SEBI
Listing Regulations. As per said policy the protected disclosures can be made by a whistle
blower through an e mail, or a letter to the Compliance Officer or Chief Executive Officer
or to the Chairperson of the Audit Committee.
The Policy on vigil mechanism and whistle blower policy may be accessed
on the Company's website at the link: https://hexatradex.
com/new/wp-content/uploads/2024/07/POLICY-VIGIL-MECHANISM_21052024.pdf Further, No
complaint was received during the year nor was pending at the end of the year
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND
SECURITIES PROVIDED
Particulars of loans given, investments made, guarantees given and
securities provided along with the purpose for which the loan or guarantee or security
were proposed to be utilized by the recipients are provided in the standalone financial
statement (Please refer to Note 33 to the standalone financial statements).
PARTICULARS REGARDING CONSERVATION OF ENERGY ETC.
As your Company is not engaged in any manufacturing activity, the
particulars relating to conservation of energy and technology absorption, as mentioned in
the Companies (Accounts) Rules, 2014, are not applicable to it. However, emphasis is
placed on employing techniques that result in the conservation of energy. Details on the
foreign exchange earnings and expenditure of your Company appear in the Notes to Accounts.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
As per Regulation 34(f) and Regulation 3 (1) of SEBI Listing
Regulations, the Annual Report shall contain business responsibility and sustainability
report (BRSR) describing the initiatives taken by the Company from environmental, social
and governance perspective. Having regard to the green initiative, the BRSR is made
available on the Company's website at https://hexatradex.
com/business-responsibility-and-sustainability-report/.
26. ANNUAL RETURN
As per the provisions of section 134 (3) (a) the draft of the Annual
Return of the Company for the Financial Year 2023-24 may be accessed under investor
relation tab on the Company's website at the link
https://hexatradex.com/new/wp-content/uploads/.
27. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
In terms of the provisions of Section 197(12) of the Companies Act,
2013 read with rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, a statement showing the name and other particulars of
the employee drawing remuneration in excess of the limits set out in the said Rules are
provided as Annexure - 4.
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report
attached as
Annexure-5.
28. PUBLIC DEPOSITS
The Company had not invited/accepted any public deposits during the
year ended on 31st March, 2024.
29. ANY 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 FinancialYearthereisnosignificantmaterial orders passed by
the regulators or courts or tribunals impacting the going concern status and
company's operations in future. Further, No application made or any proceedings were
pending against the Company under Insolvency and Bankruptcy Code, 2016 during the year
under review.
The Company had, of its own, informed SEBI of the historical and
inadvertent error in classification of one of the Promoter Group entities as a public
shareholder in the shareholding pattern. Subsequently, SEBI issued a show cause notice
dated 1st February,
2022. In response to the show cause notice, the Company filed a reply
on 22nd April, 2022. In addition, the Company has also filed a settlement application with
SEBI on 4th April, 2022 for amicable settlement of the matter. The Company's
Settlement Application was accepted and on payment of settlement amount, the SEBI vide its
order dated 1st December 2023 settled the matter.
The SEBI had issued Show Cause Notice (SCN) dated 17th October 2023 to
the Company, its Directors, its Promoter Group, Manager to the offer and Company Secretary
alleging certain violation of provisions of SEBI (Delisting of Equity Shares) Regulations,
2021 and SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015.
Thereafter, matter was disposed off by the Adjudicating
Officer of SEBI and penalty was imposed vide its order dated 18thJ une,
2024, which was subsequently paid by each noticee.
The SEBI had issued Show Cause Notice (SCN) dated 18th March 2024
alleging violation of certain provisions of SEBI Act, 1992 and rules & regulations
made thereunder to the Company along with other noticee's including the Promoter Group,
Independent
Directors and Company Secretary of the Company. Subsequently all
noticee's had filed settlement applications with SEBI which are pending.
30. THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has a policy for prevention of sexual harassment of women
at workplace and also complied with provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. No complaint received in relation to Sexual
Harassment of Women at Workplace (Prevention, Protection, and Redressal) Act, 2013 during
the year under review and their breakup is as under: a) No. of Complaints filed during the
year ended 31.03.2024: NIL b) No. of Complaints disposed of during the financial year: NIL
c) No. of pending Complaints as on 31.03.2024: NIL
31. ACKNOWLEDGEMENT
Your Directors express their grateful appreciation to concerned
Departments of Central / State Governments, Financial Institutions & Bankers,
Customers and Vendors for their continued assistance and co-operation. The Directors also
wish to place on record their deep sense of appreciation for the committed services of the
employees at all levels. We are also grateful for the confidence and faith that you have
reposed in the Company as its member.
|
For and on behalf of the Board |
Place: New Delhi |
Dr. Raj Kamal Aggarwal |
Date: July 10, 2024 |
Chairperson |