Dear Shareholders,
Your Directors are pleased to present the report on the business and operations of your
Company ("the Company") for the financial year ended March 31, 2024. This report
is accompanied by the audited financial statements, which provide a comprehensive overview
of the Company's financial performance and position during the year. We trust that the
insights and information contained within these documents will offer a clear understanding
of the Company's achievements and strategic direction.
FINANCIAL HIGHLIGHTS:
The Audited Financial Statements of your Company as on March 31, 2024, are prepared in
accordance with the relevant applicable Accounting Standards ("AS") and
Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the
provisions of the Companies Act, 2013 ("Act").
(In Lakhs')
| Particulars |
F.Y. 2023-24 |
F.Y. 2022-23 |
| Revenue From Operations |
24,514.79 |
21,785.56 |
| Other Income |
18.04 |
32.72 |
| Total Income |
24,532.83 |
21,818.28 |
| Less: Total Expenses before Depreciation, Finance Cost and Tax |
23,665.59 |
20,915.41 |
| Profit before Depreciation, Finance Cost and Tax |
867.24 |
902.87 |
| Less: Depreciation |
157.07 |
153.62 |
| Less: Finance Cost |
169.41 |
275.34 |
| Profit Before Tax |
540.76 |
473.91 |
| Less: Short Provision of Taxes in Earlier Year |
0.31 |
0.83 |
| Less: Current Tax |
138.69 |
126.21 |
| Less: Deferred tax Liability (Asset) |
12.19 |
-9.37 |
| Profit after Tax |
389.57 |
356.22 |
BUSINESS OVERVIEW:
Financial performance:
During the year under review, your Company has met and exceeded your expectations and
has delivered a robust performance on all fronts. Your company experienced a significant
increase in revenue, rising from Rs. 21,785.56 Lakhs in the financial year 2022-23 to Rs.
24,514.79 Lakhs in 2023-24. This 12.5% growth can be attributed to several key factors.
Such as, there was a notable increase in manufacturing output, driven by enhanced
production efficiency and the successful implementation of advanced technologies;
All this while, Your Company's growth has primarily been driven by higher volumes and
operating efficiency of manufacturing facility. Resultantly, the Net Profit for the
financial year 2023-24, stood at Rs. 389.57 Lakhs in comparison to a profit of Rs. 356.22
Lakhs in previous year 2022-23 i.e. Increase in net profit by 9.36% as compared to
previous year. Financials of the Company validate mission and strategies, enabling to take
on more challenges as we move ahead in this climb.
Dividend:
Your Directors in their Board meeting held on May 27, 2024 have recommended a Final
dividend of Rs. 0.4/- (Rupees Forty Paisa only) per Equity Share of face value of Rs. 10/-
each on the fully paid up Equity Shares out of the profits of the Company for the FY
2023-24. The dividend is subject to approval of shareholders at the ensuing Annual General
Meeting (AGM) and shall be subject to deduction of tax at source.
Unclaimed Dividends:
In terms of the Section 124 and 125 of the Act read with Investor Education and
Protection Fund Authority (Accounting, Auditing, Transfer and Refund) Rules, 2016 (IEPF
Rules), the dividend amount that remains unclaimed for a period of seven years or more is
required to be transferred to the IEPF administered by the Central Government, along with
the corresponding shares to the demat account of IEPF Authority.
As required in terms of the Secretarial Standard on Dividend (SS-3), details of unpaid
dividend account and due dates of transfer to the IEPF is given below:
| Sr. No. |
Financial Year |
Declaration Date |
*Due Date of Transfer to IEPF |
| 1 |
2022-23 |
September 26, 2023 |
November 30, 2030 |
*Any transfer to the IEPF shall be made within thirty days from the expiry of seven
years from the date of transfer of unpaid or unclaimed Dividend to the Unpaid Dividend
Account. The unclaimed Amount of Dividend Was transferred to Unpaid Dividend Account on
November 02, 2023.
The shareholders may note that both the unclaimed dividend and corresponding shares
transferred to the IEPF Authority including all benefits accruing on such shares, if any,
can be claimed back by them from IEPF Authority after following the procedure (i.e. an
application in E-form No. I EPF-5) prescribed in the IEPF Rules. Shareholders may refer
Rule 7 of the said IEPF Rules for refund of shares / dividend etc.
Transfer to General Reserve:
Your Directors do not propose to transfer any amount to the Reserves for the financial
year 2023-24. Instead, the total amount of net profit will be carried forward to the
Reserves & Surplus, as reflected in the Balance Sheet of your Company. By retaining
the net profit within Reserves & Surplus, we aim to strengthen the Company's financial
position and ensure adequate resources are available for upcoming opportunities and
challenges.
Change in Nature of Business:
During the year, your Company has maintained its business operations and objectives
without any changes. It continues to operate in the same line of business as outlined in
the main object of the Company.
SHARE CAPITAL:
Authorized Capital:
During the year under review, there was no change in the Authorized share capital of
your Company.
The Authorized Share Capital of your Company is Rs. 8,00,00,000/- (Rupees Eight Crores
Only) divided into 8000000 (Eighty Lakhs Only) Equity Shares of Rs. 10/- (Rupees Ten Only)
each.
Issued, Subscribed & Paid-up Capital:
During the year under review, there were no changes in the Issued, Subscribed, and
Paid-up share capital of the Company. The present Paid-up Capital of your Company is Rs.
6,80,78,000/-, divided into 68,07,800 Equity Shares of Rs. 10/- each.
ALTERATION OF THE ARTICLES OF ASSOCIATION OF THE COMPANY AND MEMORANDUM OF ASSOCIATION:
During the year under review, there were no changes took place in Memorandum of
Association of your Company.
Further, with the enactment of the Companies (Amendment) Act, 2015, the use of Common
Seal was made optional, and hence the Company had altered the Articles of Association
("AOA") of the Company by removing/amending the relevant clauses pertaining to
the common seal in the 18th Annual General Meeting of your Company held on September 26,
2023.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Constitution of Board:
As on the date of this report, the Board comprises of the following Directors;
| Name of Director |
Category Cum Designation |
Date of Original Appointment |
Date of Appointment at current Term & designation |
Total Director Ships in other co.2 |
No. of Committee1 |
No. of Equity Shares held as on March 31, 2024 |
|
|
|
|
|
in which Director is Members |
in which Director is Chairman |
|
| Mr. Narendra Singh Barhat |
Chairman and Managing Director |
March 17, 2005 |
September 10, 2023 |
1 |
|
|
22,80,000 |
| Mrs. Kusum Narendra Singh Barhat |
Executive Director |
March 17, 2005 |
March 17, 2005 |
|
|
|
6,25,000 |
| Mr. Ketankumar Harkantbhai Joshi |
Whole Time Director & CFO |
August 27, 2018 |
March 20, 2022 |
- |
- |
- |
7,20,000 |
| Ms. Rashmi Kamlesh Otavani |
Non-Executive Independent Director |
March 20, 2022 |
March 20, 2022 |
5 |
9 |
2 |
- |
| Mr. Raghavender Mateti |
Non-Executive Independent Director |
September 10, 2018 |
September 09, 2023 |
1 |
4 |
2 |
- |
| Mr. Laxman Singh Rathore |
Non-Executive Director |
September 10, 2018 |
April 06, 2022 |
- |
2 |
- |
- |
1 Committee includes Audit Committee and Shareholders' Grievances & Relationship
Committee across all Public Companies including our Company.
2 excluding Section 8 Company, Struck off Company, Amalgamated Company and LLPs
The composition of Board complies with the requirements of the Companies Act, 2013
("Act").
Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations"), the Company is exempted
from the requirement of having composition of Board as per Regulation 17 of Listing
Regulations.
None of the Director of the Company is serving as a Whole-Time Director in any other
Listed Company and the number
of their directorship is within the limits laid down under section 165 of the Companies
Act, 2013.
INFORMATION ON DIRECTORATE:
During the year under review, following changes took place in constitution of the Board
of Directors of the Company.
A. Change in Board Composition
i. During the year under review, following the recommendation of the Nomination and
Remuneration Committee and subsequent approval by the Board of Directors and members of
the Company in their meeting held on September 26, 2023 , Mr. Narendra Singh Barhat (DIN:
00310306) was re-appointed as the Managing Director for a further period of five (5) years
starting from September 10, 2023,
ii. During the year under review, following the recommendation of the Nomination and
Remuneration Committee and subsequent approval by the Board of Directors and members of
the Company in their meeting held on September 26, 2023, Mr. Raghavender Mateti (DIN:
06826653) was re-appointment for a second term of five years, w.e.f. September 10, 2023,
not liable to retire by rotation.
iii. Furthermore, Mr. Surendra Singh Lakhawat (DIN: 09611472), a Non-Executive
Independent Director of the company, had tendered his resignation from the post of
directorship with effect from October 04, 2023.
iv. Furthermore, Mr. Dipakkumar Harkant Joshi (DIN: 08549339), a Non-Executive Director
of the company, had tendered his resignation from the post of directorship with effect
from the closure of business hours on
November 07, 2023.
B. Retirement by rotation and subsequent re-appointment.
Ms. Kusum Narendra Singh Barhat (DIN: 00310065), Executive Director, is liable to
retire by rotation at the ensuing Annual General Meeting, pursuant to Section 152 and
other applicable provisions, if any, of the Companies Act, 2013, read with the Companies
(Appointment and Qualification of Directors) Rules, 2014 (including any statutory
modification(s) or re-enactment(s) thereof for the time being in force), and being
eligible have offered herself for re-appointment.
Appropriate business for her re-appointment is being placed for the approval of the
shareholders of the Company at the ensuing AGM. The brief resume of the Director and other
related information has been detailed in the Notice convening the ensuing AGM of the
Company.
The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and
Secretarial Standard, of the person seeking re-appointment/ appointment as Director are
also provided in Notes to the Notice convening the 19th Annual General meeting.
KEY MANAGERIAL PERSONNEL:
As on the date of this report, the Company designated the following individuals as Key
Managerial Personnel as per Section 2(51) and 203 of the Companies Act, 2013:
• Mr. Narendra Singh Barhat- Chairman and Managing Director
• Mr. Ketankumar Harkantbhai Joshi- Whole Time Director and Chief Financial
Officer (CFO)
• Mrs. Ayushi Deora- Company Secretary and Compliance Officer
During the year under review following changes took place in the constitution of Key
Managerial Personnel:
• Ms. Neha Batra (Membership No. F10966), Company Secretary & Compliance
Officer of the company resigned w.e.f. September 06, 2023.
• Mr. Chinmay Tikendrakumar Chokshi (Membership No. A57558) was appointed as
Company Secretary & Compliance Officer of the Company w.e.f. October 09, 2023.
• Mr. Chinmay Tikendrakumar Chokshi (Membership No. A57558) has tendered his
resignation w.e.f. December 13, 2023.
• Mrs. Ayushi Deora (Membership No. 70433), was appointed as Company Secretary
& Compliance Officer of the Company w.e.f. March 19, 2024.
DISCLOSURE BY DIRECTORS:
Your Directors have submitted notice of interest under Section 184(1) i.e. in Form
MBP-1, intimation under Section 164(2) i.e. in Form DIR 8 and declaration as to compliance
with the Code of Conduct of the Company.
DECLARATION FROM INDEPENDENT DIRECTORS:
Your Company has received declarations from all the Independent Directors of your
Company confirming that they meet the criteria of independence as prescribed under Section
149(6) of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations and there has
been no change in the circumstances which may affect their status as an Independent
Director. The Independent Directors have also given declaration of compliance with Rules
6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014,
with respect to their name appearing in the data bank of Independent Directors maintained
by the Indian Institute of Corporate Affairs.
BOARD MEETING:
The Board of the Company regularly meets to discuss various Business opportunities.
Additional Board meetings are convened, as and when required to discuss and decide on
various business policies, strategies and other businesses.
During the year under review, Board of Directors of the Company met 17 (Seventeen)
times i.e. on May 27, 2023, May 31, 2023, June 20, 2023, July 11, 2023, August 01, 2023,
August 16, 2023, August 28, 2023, October 09, 2023, October 25, 2023, November 07, 2023,
December 13, 2023, December 20, 2023, January 02, 2024, January 12, 2024, March 06, 2024,
March 19, 2024 and March 29, 2024. Pursuant to Section 173 of the Companies Act, 2013, the
time gap between the two consecutive Board Meetings was not be more than 120 days.
The details of attendance of each Director at the Board Meeting and Annual General
Meeting are given below:
| Name of Director |
Designation |
Number of Board Meeting held |
Number of Board Meetings Eligible to attended |
Number of Board Meeting attend |
Presence at the previous AGM of F.Y. 2022-23 |
| Mr. Narendra Singh Barhat |
Chairman and Managing Director |
17 |
17 |
17 |
Yes |
| Mrs. Kusum Narendra Singh Barhat |
Executive Director |
17 |
17 |
17 |
Yes |
| Mr. Ketankumar Harkantbhai Joshi |
Whole-time Director |
17 |
17 |
17 |
Yes |
| Mr. Laxman Singh Rathore |
Non-Executive Director |
17 |
17 |
17 |
No |
| Mr. Dipakkumar Harkant Joshi** |
Non-Executive Director |
17 |
10 |
10 |
Yes |
| Mr. Raghavender Mateti |
Non-Executive Independent Director |
17 |
17 |
17 |
Yes |
| Ms. Rashmi Kamlesh Otavani |
Non-Executive Independent Director |
17 |
17 |
17 |
Yes |
| Mr. Surendra Singh Lakhawat* |
Non-Executive Independent Director |
17 |
7 |
7 |
Yes |
• Mr. Surendra Singh Lakhawat resigned office w.e.f October 04,2023
** Mr. Dipakkumar Harkant Joshi resigned office w.e.f November 08,2023
INDEPENDENT DIRECTORS:
In terms of Section 149 of the Companies Act, 2013 and rules made there under, the
Company has Two Non-Promoter Non-Executive Independent Directors in line with the act. The
Company has received necessary declaration from each Independent Director under Section
149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down
in Section 149 (6) of the Act.
Further, all the Independent Directors of the Company have registered themselves in the
Independent Director Data Bank. In the opinion of the Board, all our Independent Directors
possess requisite qualifications, experience, and expertise including the Proficiency and
hold high standards of integrity for the purpose of Rule 8(5) of the Companies (Accounts)
Rules, 2014.
A separate meeting of Independent Directors was held on March 19, 2023 to review the
performance of Non-Independent Directors and Board as whole and performance of Chairperson
of the Company including assessment of quality, quantity and timeliness of flow of
information between Company management and Board.
CHANGE IN REGISTERED OFFICE:
During the year, there was no change in Registered Office of the Company. The
Registered Office of the Company is situated at E-24,25,26, G.I.D.C. Manjusar, Ta. Savli,
Vadodara-391 775.
PERFORMANCE EVALUATION:
The Board of Directors has carried out an annual evaluation of its own performance,
board committees and individual directors evaluated by the board, after seeking inputs
from all the directors, on the basis of the criteria such as the board composition and
structure, effectiveness of board processes, information and functioning etc.
• The performance of the board was evaluated by the board, after seeking inputs
from all the directors, on the basis of the criteria such as the board composition and
structure, effectiveness of board processes, information and functioning etc.
• The performance of the committees was evaluated by the board after seeking
inputs from the committee members on the basis of the criteria such as the composition of
committees, effectiveness of committee meetings, etc.
• The board and the nomination and remuneration committee reviewed the performance
of the individual directors on the basis of the criteria such as the contribution of the
individual director to the board and committee meetings like preparedness on the issues to
be discussed, meaningful and constructive contribution and inputs in meetings, etc.
• In addition, the chairman was also evaluated on the key aspects of his role.
Separate meeting of independent directors was held to evaluate the performance of
non-independent directors, performance of the board as a whole and performance of the
chairman, taking into account the views of executive directors and nonexecutive directors.
Performance evaluation of independent directors was done by the entire board, excluding
the independent director being evaluated.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the
best of their knowledge and ability, confirm that:
a) In preparation of annual accounts for the year ended March 31, 2024, the applicable
accounting standards have been followed and that no material departures have been made
from the same;
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 at the end of the financial year and of
the profit or loss of the Company for the year;
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;
d) The Directors had prepared the annual accounts for the year ended March 31, 2024 on
going concern basis.
e) The Directors had laid down the internal financial controls to be followed by the
Company and that such Internal Financial Controls are adequate and were operating
effectively; and
f) 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 BOARD
The Board of Directors, in line with the requirement of the act, has formed various
committees, details of which are given hereunder.
A. Audit Committee:
The Company has formed audit committee in line with the provisions Section 177 of the
Companies Act, 2013. Audit Committee meeting is generally held for the purpose of
recommending the half yearly and yearly financial result. Additional meeting is held for
the purpose of reviewing the specific item included in terms of reference of the
Committee.
During the year under review, Audit Committee met 4 (Four) times viz on May 27, 2023;
June 20, 2023; August 28, 2023; November 07, 2023.
The composition of the Committee and the details of meetings attended by its members
are given below:
| Name |
Category |
Designation |
Number of meetings during the financial year 2023-24 |
|
|
|
Eligible to attend |
Attended |
| #Mr. Surendra Singh Lakahwat |
Non-Executive Independent Director |
Chairperson |
3 |
3 |
| Mr. Raghavender Mateti |
Non-Executive Independent Director |
Member |
4 |
4 |
| $Mr. Dipakkumar Harkant Joshi |
Non-Executive Director |
Member |
3 |
3 |
| *Rashmi kamlesh Otavani |
Non-Executive Independent Directorx |
Chairperson |
1 |
1 |
| AMr. Laxman Singh Rathore |
Non-Executive Director |
Member |
0 |
0 |
*w.e.f. October 09, 2023 $November 08, 2023 #upto October 04, 2023 A
December 13, 2023
The Statutory Auditors of the Company are invited in the meeting of the Committee
wherever requires. Company Secretary and Chief Financial Officer of the Company is the
regular invitee at the Meeting.
Recommendations of Audit Committee, wherever/whenever given, have been accepted by the
Board of Directors.
Vigil Mechanism:
The Company has established a vigil mechanism and accordingly framed a Whistle Blower
Policy. The policy enables the employees to report to the management instances of
unethical behavior actual or suspected fraud or violation of Company's Code of Conduct.
Further the mechanism adopted by the Company encourages the Whistle Blower to report
genuine concerns or grievances and provide for adequate safe guards against victimization
of the Whistle Blower who avails of such mechanism and also provides for direct access to
the Chairman of the Audit Committee in exceptional cases.
The functioning of vigil mechanism is reviewed by the Audit Committee from time to
time. None of the Whistle blowers has been denied access to the Audit Committee of the
Board. The Whistle Blower Policy of the Company is available on the website of the Company
https://drive.google.com/file/dX14HHx0HEpcF4UXMkfRQSMpiTPuveGYtXR/view.
B. Stakeholder's Grievance & Relationship Committee:
The Company has constituted Stakeholder's Grievance & Relationship Committee mainly
to focus on the redressal of Shareholders' / Investors' Grievances, if any, like Transfer
/ Transmission / Demat of Shares; Loss of Share Certificates; Non-receipt of Annual
Report; Dividend Warrants; etc. The Stakeholders Relationship Committee shall report to
the Board on a quarterly basis regarding the status of redressal of complaints received
from the shareholders of the Company.
During the year under review, Stakeholder's Grievance & Relationship Committee met
4(Four) time viz on May 27, 2023; August 28, 2023; November 07, 2023 and March 19, 2024
The composition of the Committee and the details of meetings attended by its members
are given below:
| Name |
Category |
Designation |
Number of meetings during the financial year 2023-24 |
|
|
|
Eligible to attend |
Attended |
| AMr. Dipakkumar Harkant Joshi |
Non-Executive Independent Director |
Chairperson |
3 |
3 |
| Ms. Rashmi Kamlesh Otavani |
Non-Executive Independent Director |
Member |
4 |
4 |
| #Mr. Surendra Singh Lakhawat |
Non-Executive Independent Director |
Member |
2 |
2 |
| *Mr. Raghavender Mateti |
Non-Executive Independent Director |
Chairperson |
1 |
1 |
| $Mr. Laxman Singh Rathore |
Non-Executive Director |
Member |
2 |
2 |
#upto October 04, 2023
$ w.e.f. October 09, 2023
A
upto November 08, 2023
*w.e.f. December 13, 2023
The Company Secretary of the company present in all meetings of Stakeholder's Grievance
& Relationship Committee held during the year.
Also, during the year, the Company had not received any complaints from the
Shareholders. There was no complaint pending as on March 31, 2024.
C. Nomination and Remuneration Committee:
The Company has formed Nomination and Remuneration committee in line with the
provisions of Section 178 of the Companies Act, 2013.
Nomination and Remuneration Committee meetings are generally held for identifying the
persons who are qualified to become Directors and may be appointed in senior management
and recommending their appointments and removal. During the year under review, Nomination
and Remuneration Committee met 5 (Five) times, viz on August 28, 2023; October 09, 2023;
November 07, 2023; December 13, 2023 and March 19, 2024.
The composition of the Committee and the details of meetings attended by its members
are given below:
| Name |
Category |
Designation |
Number of meetings during the financial year 2023-24 |
|
|
|
Eligible to attend |
Attended |
| $Mr. Raghavender Mateti |
Non-Executive Independent Director |
Chairperson |
1 |
1 |
| #Mr. Surendra Singh Lakhawat |
Non-Executive Independent Director |
Member |
1 |
1 |
| AMr. Dipakkumar Harkant Joshi |
Non-Executive Director |
chairperson |
3 |
3 |
| Ms. Rashmi Kamlesh Otavani |
Non-Executive Independent Director |
Member |
5 |
5 |
| *Mr. Laxman Singh Rathore |
Non-Executive Director |
Member |
3 |
3 |
#upto October 04, 2023
*w.e.f. October 09, 2023
A
upto November 08, 2023,
$w.e.f. December 13, 2023
Nomination and Remuneration Policy:
Nomination and Remuneration Policy in the Company is designed to create a high
performance culture. It enables the Company to attract motivated and retained manpower in
competitive market, and to harmonize the aspirations of human resources consistent with
the goals of the Company. The Company pays remuneration by way of salary, benefits,
perquisites and allowances to its Executive Directors and Key Managerial Personnel. Annual
increments are decided by the Nomination and Remuneration Committee within the salary
scale approved by the members and are effective from April 1, of each year.
The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed
on the website of the Company at https://drive.google.eom/file/d/1QVPwPAm9igjU46fVK91C4O5R5cLN9jVo/view.
REMUNERATION OF DIRECTOR:
The details of remuneration paid during the financial year 2023-24 to directors of the
Company is provided in Form MGT-7 available at website of the Company, i.e. https://www.aristobiotech.com/investors/annual-returns
PUBLIC DEPOSIT:
Your company has not accepted any deposits from the public. Hence, the directives
issued by the Reserve Bank of India & the Provision of Section 73 to 76 of the Company
Act, 2013 or any other relevant provisions of the Act and the Rules there under are not
applicable.
PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS & SECURITY:
Details of Loans, Guarantees, Investments and Security covered under the provisions of
Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.
ANNUAL RETURN:
Pursuant to Section 134(3)(a) of the Act, the draft annual return as on March 31, 2024
prepared in accordance with Section 92(3) of the Act is made available on the website of
your Company and can be accessed using the https://www.aristobiotech.com/investors.
SUBSIDIARIES ASSOCIATES AND JOINT VENTURE OF THE COMPANY:
As on March 31, 2024, Your Company does not have any Subsidiary, Associate and Joint
Venture Company.
TRANSACTIONS WITH RELATED PARTIES:
All the Related Party Transactions entered during the financial year were on an Arm's
Length basis and in the Ordinary Course of Business. There are no materially significant
Related Party Transactions, i.e exceeding rupees one thousand crore or 10% of the annual
consolidated turnover as per the last audited financial statement, whichever is lower or a
transaction involving payments with respect to brand usage or royalty entered into
individually or taken together with previous transactions during the financial year,
exceeding five percent of the annual consolidated turnover of the Company as per the last
audited financial statements, made by the Company with Promoters, Directors, Key
Managerial Personnel (KMP) and other related parties which may have a potential conflict
with the interest of the Company at large, were entered during the year by your Company.
Accordingly, the disclosure of Related Party Transactions as required under Section
134(3)(h) of the Companies Act, 2013, in Form AOC-2 is not applicable.
Further, prior omnibus approval of the Audit Committee is obtained on yearly basis for
the transactions which are of a foreseen and repetitive nature. The transactions entered
into pursuant to the omnibus approval so granted were placed before the Audit Committee
and the Board of Directors for their approval on quarterly basis.
The details of the related party transactions for the financial year 2023-24 is given
in notes of the financial statements which is part of Annual Report.
MATERIAL CHANGES AND COMMITMENT:
There were no material changes or commitments that have occurred during the financial
Year or between the end of the financial year on March 31, 2024, and the date of this
Report that would affect the financial position of the Company.
PARTICULAR OF EMPLOYEES:
The ratio of the remuneration of each director to the median of employees' remuneration
as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this
Report as "Annexure-A".
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
To foster a positive workplace environment, free from harassment of any nature, we have
institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which we
address complaints of sexual harassment at all the workplaces of the Company. Our policy
assures discretion and guarantees non-retaliation to complainants. We follow a gender-
neutral approach in handling complaints of sexual harassment and we are compliant with the
law of the land where we operate.
Further, the company has complied with provisions relating to the constitution of
Internal Complaints Committee (ICC) under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
During the financial year 2023-24, our company is pleased to report that there were no
complaints received regarding sexual harassment, we remain committed to maintaining a safe
and respectful workplace environment for all our employees, where such issues are handled
swiftly and with the utmost sensitivity and diligence.
RISK MANAGEMENT:
A well-defined risk management mechanism covering the risk mapping and trend analysis,
risk exposure, potential impact and risk mitigation process is in place. The objective of
the mechanism is to minimize the impact of risks identified and taking advance actions to
mitigate it. The mechanism works on the principles of probability of occurrence and
impact, if triggered. A detailed exercise is being carried out to identify, evaluate,
monitor and manage both business and non-business risks.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3)(m) of the Act read with rule 8 of The
Companies (Accounts) Rules, 2014, as amended from time to time is annexed to this Report
as "Annexure - B".
COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD 1 AND SECRETARIAL STANDARD 2:
The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India
and that such systems are adequate and operating effectively. During the year under
review, the Company has complied with the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India, New Delhi.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an effective internal control system, which ensures that all the assets
of the Company are safeguarded and protected against any loss from unauthorized use or
disposition.
The Internal Auditors of the Company carry out review of the internal control systems
and procedures. The internal audit reports are reviewed by Audit Committee.
The Company has also put in place adequate internal financial controls with reference
to the financial statements commensurate with the size and nature of operations of the
Company. During the year, such controls were tested and no material discrepancy or
weakness in the Company's internal controls over financial reporting was observed.
CORPORATE GOVERNANCE:
Integrity and transparency are key factors to our corporate governance practices to
ensure that we achieve and will retain the trust of our stakeholders at all times.
Corporate governance is about maximizing shareholder value legally, ethically and
sustainably. Our Board exercises its fiduciary responsibilities in the widest sense of the
term. Our disclosures seek to attain the best practices in international corporate
governance. We also endeavor to enhance longterm shareholder value and respect minority
rights in all our business decisions.
As our company has been listed on EMERGE Platform of National Stock Exchange of India
Limited, by virtue of Regulation 15 of the SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015 the compliance with the corporate Governance provisions as
specified in regulation 17 to 27 and Clause (b) to (i) of sub regulation (2) of Regulation
46 and Para C D and E of Schedule V are not applicable to the company. Hence Corporate
Governance Report does not form a part of this Board Report, though we are committed for
the best corporate governance practices.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
Provisions pertaining to Corporate Social Responsibility of Section 135 of the
Companies Act, 2013 are not applicable to the Company.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
In terms of Regulation 34, and Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 a review of the performance of the Company, for the year
under review, Management Discussion and Analysis Report, is presented in a separate
section forming part of this Annual Report as Annexure C.
STATUTORY AUDITOR AND THEIR REPORT:
Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with rules
made thereunder, M/s. Prakash Chandra Jain & Co., Chartered Accountants, (FRN:
002438C), were appointed as Statutory Auditors of the Company to hold office till
conclusion of the Annual General Meeting to be held in the year 2025.
The Statutory Auditors have confirmed that they are not disqualified to continue as
Statutory Auditors and are eligible to hold office as Statutory Auditors of your Company.
Statutory Auditors have expressed their unmodified opinion on the Standalone and
Consolidated Financial Statements and their reports do not contain any qualifications,
reservations, adverse remarks, or disclaimers. The Notes to the financial statements
referred in the Auditors' Report are self-explanatory.
INTERNAL AUDITOR:
Pursuant to Section 138 of Companies Act 2013, the Company had appointed M/S D.C.
Parikh & Co., Chartered Accountants (Firm Reg. No. 107537W), as an Internal Auditor of
the Company.
MAINTENANCE OF COST RECORD:
Pursuant to the provisions of the Companies Act, 2013 and rules thereof, the Board of
Directors of the Company, in their meeting held on August 28, 2024, on the recommendation
of the Audit Committee, have appointed M/s. YS THAKAR & CO, Cost Accountants (Firm
Registration No.: 000318), as the Cost Auditor of the Company to audit the cost records of
the Company for the financial year 2024-25. Further, as per Section 148 of the Companies
Act, 2013, the remuneration payable to the Cost Auditor is required to be ratified at the
ensuing Annual General Meeting.
M/s. YS THAKAR & CO, have confirmed that they are free from disqualification
specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of
the Act and that their appointment meets the requirements of Section 141(3)(g) of the Act.
They have further confirmed their independent status and an arm's length relationship with
the Company. Further, as per Section 148 of the Companies Act, 2013, the remuneration
payable to the Cost Auditor is required to be ratified at the ensuing Annual General
Meeting.
Your Company has maintained cost accounts and records in accordance with provisions of
Section 148 of the Companies Act, 2013 and rules thereof.
Your Company has maintained the cost accounts and records in accordance with Section
148 of the Act and rules made thereunder.
SECRETARIAL AUDITOR AND THEIR REPORT:
Pursuant to the provisions of Section 204 of the Act read with The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has
appointed M/s SCS and CO LLP, Practicing Company Secretaries, Ahmedabad, to conduct the
Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit
Report is annexed herewith as Annexure - D to this Report.
There has been no qualification, reservation, adverse remark or disclaimer given by the
Auditors in their Report except:-
| Sr. No. |
Compliance Requirement (Regulations/ Circulars / Guidelines Including
Specific Clause) |
Deviations |
Observations/ Remarks of the Practicing Company Secretary |
| 1. |
Regulation 3(5) & 3(6) SEBI (Prohibition of Insider Trading) Regulations, 2015. |
Delay by Company in entering majority of UPSI Sharing Entries in software (Structured
Digital Database) |
Delay by Company in entering majority of UPSI Sharing Entries in software (Structured
Digital Database) |
Reply by Management: Delay was unintentional, to make all compliance within due
date, UPSI sharing entries into software got delayed.
Management of Company will be more alert in making entries of UPSI Sharing into
software the same day on which UPSI is shared to any Designated Persons.
2. Sitting Fees paid to one of the Independent Director is less than the sitting fees
paid to other Independent Director
Reply by Management: We are into discussion with the management to make uniform
payment of Sitting Fees to all the Independent Directors.
3. The Company has not appointed a qualified company secretary as compliance officer
within the time period required under Regulation 6(1) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, and Section 203(4) of the Companies Act,
2013.Due to which Company has Received SOP fine letter dated May 27, 2024 by National
Stock Exchange of India.
Reply by Management: The delay was due to unforeseen circumstances in identifying a
suitable candidate, despite our best efforts, the position of the Company Secretary
remained vacant beyond the stipulated period.
We assure our stakeholders that this was an isolated incident, and the Company has
since taken corrective measures. A qualified Company Secretary has now been appointed to
ensure compliance with all regulatory requirements going forward
REPORTING OF FRAUD:
During the year under review, the Statutory Auditors and Secretarial Auditor of your
Company have not reported any instances of fraud committed in your Company by Company's
officers or employees, to the Audit Committee, as required under Section 143(12) of the
Act.
SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS:
There are no other significant/material orders passed by the Regulators, Courts,
Tribunals, Statutory and quasi-judicial body impacting the going concern status of the
Company and its operations in future.
The details of litigation on tax and other relevant matters are disclosed in the
Auditors' Report and Financial Statements which forms part of this Annual Report.
CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016(IBC):
During the period under review no corporate insolvency resolution process is initiated
against the company under the Insolvency and Bankruptcy Code, 2016 (IBC).
WEBSITE:
Your Company has its fully functional website www.aristobiotech.com which has
been designed to exhibit all the relevant details about the Company. The site carries a
comprehensive database of information of the Company including the Financial Results of
your Company, Shareholding Pattern, details of Board Committees, Corporate Policies/
Codes, business activities and current affairs of your Company. All the mandatory
information and disclosures as per the requirements of the Companies Act, 2013, Companies
Rules, 2014 and as per Regulation 46 of SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 and also the non-mandatory information of Investors'
interest / knowledge has been duly presented on the website of the Company.
CODE FOR PREVENTION OF INSIDER TRADING:
Your Company has adopted a Code of Conduct ("Code") to regulate, monitor and
report trading in Company's shares by Company's designated persons and their immediate
relatives as per the requirements under the Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the
procedures to be followed by designated persons while trading/ dealing in Company's shares
and sharing Unpublished Price Sensitive Information ("UPSI"). The Code Covers
Company's obligation to maintain a digital database, mechanism for prevention of insider
trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI.
Further, it also includes code for practices and procedures for fair disclosure of
unpublished price sensitive information which has been made available on the Company's
website at https://drive.google.com/file/d/1EGp8OFnNj_eGO2Gw1yr- zV152kD5qaXC/view.
The employees are required to undergo a mandatory training/ certification on this Code
to sensitize themselves and strengthen their awareness.
GENERAL DISCLOSURE:
Your Directors state that the Company has made disclosures in this report for the items
prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules,
2014 and other applicable provisions of the act and listing regulations, to the extent the
transactions took place on those items during the year. Your Directors further state that
no disclosure or reporting is required in respect of the following items as there were no
transactions on these items during the year under review;
(i) Issue of Equity Shares with differential rights as to dividend, voting or
otherwise;
(ii) Issue of shares (including sweat equity shares) to employees of the Company under
any scheme save and ESOS;
(iii) Annual Report and other compliances on Corporate Social Responsibility;
(iv) There is no revision in the Board Report or Financial Statement;
(v) No significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and Company's operations in future;
(vi) Information on subsidiary, associate and joint venture companies.
(vii) 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
APPRECIATIONS AND ACKNOWLEDGEMENT:
Your Directors wish to place on record their sincere appreciation for significant
contributions made by the employees at all levels through their dedication, hard work and
commitment during the year under review.
Your Board places on record its appreciation for the support and co-operation your
Company has been receiving from its suppliers, distributors, retailers, business partners
and others associated with it as its trading partners. Your Company looks upon them as
partners in its progress and has shared with them the rewards of growth. It will be your
Company's endeavor to build and nurture strong links with the trade based on mutuality of
benefits, respect for and co-operation with each other, consistent with consumer
interests.
Your Directors also take this opportunity to thank all Shareholders, Clients, Vendors,
Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued
support.
| Registered office: |
For and on behalf of Board of Directors |
| E-24/25/26, G.I.D.C., Ta. Savli, |
Aristo Bio-Tech and Lifescience Limited |
| Manjusar, Vadodara-391775, Gujarat. |
CIN: L01100GJ2005PLC127397 |
| Place : Vadodara |
Narendra Singh Barhat |
Ketankumar Harkantbhai Joshi |
| Date : August 28, 2024 |
Chairman and Managing Director |
WTD & CFO |
|
DIN: 00310306 |
DIN: 02089127 |