(Disclosure under Section 134(3) of the Companies Act, 2013 read with
Companies (Accounts)
Rules, 2014)
Dear Shareholders,
Your Directors are presenting the 32nd Annual Report of your Company
and the Audited Financial Statements for the financial year ended March 31, 2024.
1. FINANCIAL RESULTS:
Particulars |
2023-24 |
2022-23 |
Revenue from Operations |
66.70 |
93.72 |
Other Income |
19.94 |
3.74 |
Profit/loss before Depreciation, Finance Costs, Exceptional
items and Tax Expense |
(36.57) |
(35.12) |
Less: Depreciation/ Amortisation/ Impairment, Finance Costs |
75.47 |
67.92 |
Profit /loss before Exceptional items and Tax Expense |
(112.04) |
(103.04) |
Add/(less): Exceptional items |
0.00 |
0.00 |
Profit /loss before Tax Expense |
(112.04) |
(103.04) |
Less: Tax Expense (Current & Deferred) |
0.00 |
0.00 |
Profit /loss for the year |
(112.04) |
(103.04) |
During the year under review (2023-24) the company has earned Revenue
from Operations of Rs. 66.70 Lakhs as against Rs. 93.72 Lakhs in previous year. Further
Company has incurred net loss of Rs. 112.04 Lakhs as against loss of Rs. 103.04 Lakhs in
previous year.
Present Board of Directors has good reputation as well as experience in
maritime infrastructure. Their endeavor to enter into maritime infrastructure industry
will help the company to procure as well as execute good scales of order thereby
increasing financials of the company. However, in view of the no orders in maritime
infrastructure sales are not satisfactory.
So far as aquaculture business is concerned Company has revamped 12
Numbers of ponds, deepen water channel, purchased a 250kva electricity connection, built
pond gates, done new cabling and electric panels, labour rooms and purchased capital
equipment like aerators, and pumps. However presently we are facing problem of virus
infection thereby the we are going slowly with the production of aquaculture which led to
lower turnover.
2. MAJOR EVENTS OCCURRED DURING THE YEAR
There have been no material changes and commitments, which affect the
financial position of the company which have occurred during the year and between the end
of the financial year to which the financial statements relate and the date of this
Report.
3. CAPITAL STRUCTURE
There have been no changes in the Capital structure of the Company
which have occurred during the year and between the end of the financial year to which the
financial statements relate and the date of this Report
4. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
During the year under review company was not required to transfer any
amount as well as any shares to the Investor Education and Protection Fund (IEPF)
5. DIVIDEND:
In view of the losses the Board of Directors do not recommend any
dividend for the year.
6. RESERVES:
In view of the losses, your Board of Directors has decided not to
transfer any amount to the Reserves for the year under review.
7. NATURE OF BUSINEES
During the year under review there has been no change in nature of
business.
8. LOANS, GUARANTEE & INVESTMENTS:
The Company has not advanced any loans or provided guarantees or made
investments during the year under review.
9. DEPOSITS:
The Company has not accepted any deposit from the public falling within
the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014, or under Chapter V of the Act.
10. LISTING OF EQUITY SHARES
The Equity Shares of the company are presently listed on BSE Limited.
Listing fee for the year 2023-24 has been paid.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Mr. Kishor Deomal Gambani DIN - 00208295 resigned as a Director of the
company w.e.f. 02-09-2023 on account of personal reason and other professional
commitments. Board hereby confirm that there is no other material reason for his
resignation other than his personal reason and other professional commitments.
In accordance with the provisions of Section 161 of the Companies Act,
2013 the Mrs. Aarati Sachin Khare (DIN: 06916222) was appointed as additional director
12-02-2024 in Independent Category. Board as well as Nomination and remuneration committee
at its meeting held on 12-02-2024 had recommended appointment of Mrs. Aarati Sachin Khare
(DIN: 06916222) as an Independent Director of the company. You are requested to appoint
her as a Director - Independent of the company.
Further Mrs. Kritika Agarwal Company Secretary and Compliance Officer
resigned w.e.f. 20-04-2024 and Board appointed Mr. Piyush Kale in her place as Company
Secretary and Compliance Officer w.e.f. 22-06-2024
12. RELATED PARTY TRANSACTIONS:
The particulars of every contract or arrangements entered into by the
Company with related parties referred to in sub-section (1) of section 188 of the
Companies Act, 2013 including certain arm's length transactions under third proviso
thereto are disclosed in Form No.AOC-2 as Annexure I.
13. DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have given declarations that they meet the
criteria of Independence and have complied with the Code for Independent Directors
prescribed in Schedule IV to the Act as laid down under Section 149(6) of the Act and
Regulation 16(1)(b) of the Listing Regulations. Further they also had confirmed that they
are not aware of any circumstance or situation, which exist or may be reasonably
anticipated, that could impair or impact their ability to discharge their duties with an
objective independent judgment and without any external influence and that they are
independent of the management.
14. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:
Remuneration Policy
The Board has, on the recommendation of the Nomination &
Remuneration Committee framed policy for selection and appointment of Directors, Senior
Management and their remuneration in pursuant to Section 178 of Companies act 2013 and
Regulation 19 SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The
remuneration given is as per the remuneration policy framed.
Criteria for Determining the Qualifications for appointment of
Directors (including Independent Directors)
i. Persons of eminence, standing and knowledge with significant
achievements in business, professions and/or public service;
ii. Their technical, financial, HR, Legal, or business literacy/skills
i.e. knowledge about Aquaculture and Shipyard business;
iii. Their administrative experience;
iv. Other appropriate qualification/experience to meet the objectives
of the Company;
v. As per the applicable provisions of Companies Act, 2013, Rules made
thereunder and as per provisions of SEBI( LODR) Regulations.2015 .
The Nomination and Remuneration Committee shall have discretion to
consider and fix any other criteria or norms for selection of the most suitable
candidate/s.
Positive attributes of Directors (including Independent Directors):
a. Directors are to demonstrate integrity, credibility,
trustworthiness, ability to handle conflict constructively and the willingness to address
issues proactively;
b. Actively update their knowledge and skills with the latest
developments in the infrastructure industry, market conditions and applicable legal
provisions;
c. Willingness to devote sufficient time and attention to the Company's
business and discharge their responsibilities.
d. To assist in bringing independent judgment to bear on the Board's
deliberations especially on issues of strategy, performance, risk management, resources,
key appointments and standards of conduct;
e. Ability to develop a good working relationship with other Board
members and contribute to the Board's working relationship with the senior management of
the Company;
f. To act within their authority, assist in protecting the legitimate
interests of the Company, its shareholders and employees;
g. Independent Directors to meet the requirements of the Companies Act,
2013 read with the Rules made there under and as per provisions of SEBI(LODR) Regulations
2015 as amended from time to time.
Independence Review Procedures
- Annual Review
The director's independence for the independent director will be
determined by the Board on an annual basis upon the declaration made by such Director as
per the provisions of the Companies Act, 2013 read with Rules thereon and as per
provisions of SEBI(LODR) Regulations.2015
- Individual Director's Independence Determinations
If a director nominee is considered for appointment to the Board
between Annual General Meetings, a determination of independence, upon the recommendation
of the Committee, shall be made by the Board prior to such appointment.
All determinations of independence shall be made on a case-by-case
basis for each director after consideration of all the relevant facts and circumstances
and the standards set forth herein. The Board reserves the right to determine that any
director is not independent even if he or she satisfies the criteria set forth by the
provisions of the Companies Act, 2013 read with Rules thereon and as per provisions of
SEBI(LODR) Regulations.2015
- Notice of Change of Independent Status
Each director has an affirmative obligation to inform the Board of any
change in circumstances that may put his or her independence at issue.
a. Criteria for appointment of KMP/Senior Management -
i. To possess the required qualifications, experience, skills &
expertise to effectively discharge their duties and responsibilities;
ii. To practice and encourage professionalism and transparent working
environment;
iii. To build teams and carry the team members along for achieving the
goals/objectives and corporate mission;
iv. To adhere strictly to code of conduct
b. Term -
The Term of the Directors including Managing / Whole time Director /
Independent Director shall be governed as per the provisions of the Act and Rules made
thereunder and the Listing Regulations, as amended from time to time. Whereas the term of
the KMP (other than the Managing / Wholetime Director) and Senior Management shall be
governed by the prevailing HR policies of the Company.
c. Evaluation -
The Committee shall carry out evaluation of performance of every
Director. The Committee shall identify evaluation criteria which will evaluate Directors
based on knowledge to perform the role, time and level of participation, performance of
duties, level of oversight, professional conduct and independence. The appointment /
re-appointment /continuation of Directors on the Board shall be subject to the outcome of
the yearly evaluation process.
d. Removal -
Due to reasons for any disqualification mentioned in the Act or under
any other applicable Act, Rules and Regulations thereunder and /or for any disciplinary
reasons and subject to such applicable Acts, Rules and Regulations and the Company's
prevailing HR policies, the Committee may recommend to the Board with reasons recorded in
writing, removal of a Director, KMP or Senior Management.
e. Remuneration of Managing / Whole-time Director, KMP and Senior
Management
The remuneration / compensation / commission, etc., as the case may be,
to the Managing / Wholetime Director will be governed by the relevant provisions of the
Companies Act, 2013 and applicable Rules and Regulations and will be determined by the
Committee and recommended to the Board for approval. The remuneration / compensation /
commission, etc., as the case may be, shall be subject to the prior / post approval of the
shareholders of the Company and Central Government, wherever required. Further, the
Chairman & Managing Director of the Company is authorized to decide the remuneration
of KMP (other than Managing / Wholetime Director) and Senior Management based on the
standard market practice and prevailing HR policies of the Company.
f. Remuneration to Non-executive Directors (Including independent
Director)
The remuneration / compensation / commission, etc., as the case may be,
to the Managing / Wholetime Director will be governed by the relevant provisions of the
Companies Act, 2013 and applicable Rules and Regulations and will be determined by the
Committee and recommended to the Board for approval.
15. PERFORMANCE EVALUATION OF THE BOARD:
Pursuant to the provisions of the Act and Listing Regulations, the
Board has carried out an annual evaluation of its own performance, also performance of the
Directors individually as well as the evaluation of the working of its Committees.
The Nomination and Remuneration Committee has defined the evaluation
criteria, procedure and time schedule for the Performance Evaluation process for the
Board, its Committees and individual Directors, including the Chairman of the Company.
For evaluating the Board as a whole, views were sought from the
Directors on various aspects of the Board's functioning such as degree of fulfillment of
key responsibilities, Board Structure and composition, establishment, delineation of
responsibilities to various committees, effectiveness of Board processes, information and
functioning, Board culture and dynamics, quality of relationship between the Board and the
management.
Similarly, views from the Directors were also sought on performance of
individual Directors covering various aspects such as attendance and contribution at the
Board/Committee Meetings and guidance/support to the management outside Board/Committee
Meetings. In addition, the Chairman was also evaluated on key aspects of his role,
including setting the strategic agenda of the Board, encouraging active engagement by all
Board members and promoting effective relationships and open communication, communicating
effectively with all stakeholders and motivating and providing guidance to the Executive
Director.
Areas on which the Committees of the Board were assessed included
degree of fulfillment of key responsibilities, adequacy of Committee composition,
effectiveness of meetings, Committee dynamics and quality of relationship of the Committee
with the Board and the Management.
The performance evaluation of the Independent Directors was carried out
by the entire Board. The performance evaluation of the Chairman and the Non-Independent
Directors was carried out by the Independent Directors who also reviewed the performance
of the Board as a whole. The Nomination & Remuneration Committee also reviewed the
performance of the Board, its Committees and of individual Directors.
The Chairman of the Board provided feedback to the Directors, as
appropriate. Significant highlights, learning with respect to the evaluation, were
discussed at the Board Meeting.
Disclosures on Board Evaluation:
i. Observations of board evaluation carried out for the year:
While evaluating the performances of the Board, also performance of the
Directors individually as well as the evaluation of the working of its Committees, the
Nomination and Remuneration Committee is of the opinion that the Directors, Committees as
well as the board themselves has been performing their duties well for the best in
interest of the Company. There is no observation to be mentioned during the year.
ii. Previous year's observations and actions taken: NIL
iii. Proposed actions based on current year observations: NIL
16. A MATRIX SETTING OUT THE SKILLS / EXPERTISE / COMPETENCE OF THE
BOARD OF DIRECTORS IS AS UNDER
Name of the Director |
Category |
Skills, Expertise, Competence
of the Director |
|
|
Technic al |
Financi al |
Administrati ve / HR |
Lega l |
Aquacultu re |
Shipyar d |
Ashok Bhalchand ra Patil |
Chairman, Promoter, Non Executive Director |
Y |
Y |
Y |
|
Y |
Y |
Jayshree Ashok Patil |
Promoter, Executive Director |
|
Y |
Y |
Y |
|
|
Mrs. Aarati Sachin Khare |
Non Executive Independe nt Director |
|
Y |
|
Y |
|
|
Kishor Deomal Gambani (Resigned w.e.f. 0209-2023) |
Non Executive Independe nt Director |
Y |
|
|
Y |
Y |
Y |
Pradeep Vinayak Kadekar |
Non Executive Independe nt Director |
|
Y |
|
Y |
Y |
Y |
BOARD MEETINGS:
During the year under the review 6 meetings of the board were held on
29-05-2023, 14-08-2023, 02-092023, 09-11-2023, 12-02-2024 and 14-02-2024. The maximum time
gap between any two Board Meetings was not more than 120 days as required under Regulation
17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
Section 173 of the Companies Act, 2013 and Secretarial Standard on Meetings of the Board
of Directors.
The notice of Board meeting is given well in advance to all the
Directors of the Company. The agenda of the Board / Committee meetings is circulated clear
7 days prior to the date of the meeting. The agenda for the Board and Committee meetings
includes detailed notes on the items to be discussed at the meeting to enable the
Directors to take an informed decision. Details of Board Meetings attended by the
Directors are as below
Name of the Director |
Designation |
Number of Meetings |
|
|
Held |
Attended |
Mr. Ashok Bhalchandra Patil |
Chairman |
6 |
6 |
Mrs. Jayshree Ashok Patil |
Managing Director Director |
6 |
6 |
Mr. Kishor Deomal Gambani ( Resigned w.e.f. 02-09-2023) |
|
3 |
3 |
Mr. Pradeep Vinayak Kadekar |
Independent Director |
6 |
6 |
Mrs. Aarati Sachin Khare (Appointed w.e.f. 12-02-2024) |
Independent Director |
1 |
1 |
17. EXTRACT OF ANNUAL RETURN:
In accordance with Section 134(3)(a) and as provided under sub-section
(3) of Section 92 of the Companies Act, 2013 an extract of the annual return in prescribed
form MGT - 9 has also been posted on the website of the company i.e. www.datiware.com.
18. MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis Report is attached to the Directors
Report as Annexure II.
19. CORPORATE GOVERNANCE:
As per Regulation 15(2) of the Listing regulations, the compliance with
the corporate governance provisions does not apply to the Company.
20. AUDITORS:
a. STATUTORY AUDITORS:
M/s P S Shingte & Co, Chartered Accountants (ICAI Firm Registration
No. 114679W) Statutory Auditors of the Company have resigned vide their letter dated May
14, 2024 as the Statutory Auditors of the Company. M/s P S Shingte & Co, Chartered
Accountants have specifically mentioned that preoccupation with other assignments is sole
reason for their resignation and there is no other material reason.
Board at its meeting held on July 30, 2024 appointed M/s. Palsule and
Associates, Chartered Accountants, (Firm Registration No. 131397W as Statutory Auditor of
the company for the financial year 2024-2025 to fill up the casual vacancy caused due to
resignation of P. S. Shingte and Company Chartered Accountants, FRN 114679W. The said
appointment is subject to approval of shareholders in the ensuing Annual General Meeting.
Board has further proposed to appoint them for the period of 5 years.
Company has received consent from M/s. Palsule and Associates,
Chartered Accountants, (Firm Registration No. 131397W) to act as Statutory Auditor of the
company alongwith certificate stating that they are eligible for this appointment pursuant
to provisions of the Companies Act, 2013.
b. SECRETARIAL AUDITORS
Pursuant to provisions of Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had
appointed Shrenik Nagaonkar & Associates, Company Secretaries, to undertake the
Secretarial Audit of the Company. The Secretarial Audit report for the year 2023-24 forms
part of the Directors Report as Annexure- III.
21. REPLY TO QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR
DISCLAIMERS MADE BY STATUTORY AUDITOR AND SECRETARIAL AUDITOR
With respect to Statutory Auditors remark about nonpayment of
undisputed Custom Duty of Rs. 28.87 Lakhs and Excise Duty of Rs. 11.57 Lakhs Directors
wish to inform you that the said amount is interest payable on Custom Duty and Excise
Duty. We have already paid the principal amount of the tax however we are negotiating for
interest amount hence these dues are still payable. Once the settlement is done dues will
be paid shortly.
With respect to Statutory Auditors remark about Cash Losses, directors
want to convey that adverse business situations have led to these business losses.
However, the same will be recovered in coming years and it won't affect going concern
status of the company
Rely to qualification or remarks by Secretarial Auditor
With reference to Secretarial Auditors remark on delay in appointment
of Independent Director Board of Directors state that Board took efforts to search for
Independent Directors however considering the financial position of the company it was
difficult to attract candidate for the position of Independent Directorship hence there
was delay in filling up the position of independent Director
22. INTERNAL AUDIT
Pursuant to the provisions of Section 138 of the Companies act 2013
read with Companies (Accounts) Rules, 2014, the board on recommendation of the Audit
committee, appointed Shailesh Shringi and Company, Chartered Accountant as the Internal
Auditor of the Company. The Management regularly reviews the findings of the Internal
Auditor and effective steps to implement any suggestions/observations of the Internal
Auditors are taken and monitored regularly. In addition, the Audit Committee of the Board
regularly addresses significant issues raise d by the Internal Auditor.
23. INTERNAL FINANCIAL CONTROL
The Board of Directors has laid down Internal Financial Controls within
the meaning of the explanation to Section 134(5) (e) of the Companies Act, 2013. The
Company has an internal financial control system commensurate with the size and scale of
its operations and the same has been operating effectively.
24. CORPORATE RESPONSIBILITY STATEMENT (CSR):
The Company is not required to spend any amount for CSR activities at
present.
25. 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:
1. in the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to material departures;
2. 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 and loss of the Company for that period;
3. the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
4. the Directors had prepared the annual accounts on a going concern
basis;
5. the Directors, further state that they have laid down internal
financial controls to be followed by the Company and that such internal financial controls
are adequate and were operating effectively;
6. 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.
26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The information as required under Section 134(3)(m) of The Companies
Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 with respect to
conservation of energy, technology absorption and foreign exchange earnings and outgo is
given below:
A. Conservation of energy:
(i) the steps taken or impact on conservation of energy; N.A
(ii) the steps taken by the Company for utilizing alternate sources of
energy; N.A
(iii) the capital investment on energy conservation equipment; N.A
B. Technology absorption:
The Company's operations do not require significant absorption of
technology.
C. Foreign exchange earnings and Outgo:
Particulars |
Current Year |
Previous Year |
|
In Rs |
In USD |
In Rs |
In USD |
Foreign Exchange Earnings |
Nil |
Nil |
Nil |
Nil |
Foreign Exchange Outgo |
Nil |
Nil |
Nil |
Nil |
27. AUDIT COMMITTEE:
As on March 31, 2024 the Audit committee comprises Mrs. Aarati Sachin
Khare, Independent Directgor, Mr. Pradeep Kadekar (Independent Director) and Mrs.
Jayashree Ashok Patil (Managing Director). Mr. Kritika Agarwal Company Secretary was
secretary to committee. Now post resignation of Mrs. Kritika Agarwal, Mr. Piyush Kale
Company Secretary and Compliance Officer is secretary to committee. All members of the
Audit Committee possess accounting and financial management knowledge.
The committee has been carrying out its responsibility in accordance
with the provisions of the Act. The committee had met 5 (Five) times on 29-05-2023,
14-08-2023, 02-09-2023, 09-11-2023 and 14-022024 during the year.
Board has accepted all the recommendations of Audit Committee. Details
of attendance of committee meetings are as below.
Name of the Director |
Designation |
Number of Meetings |
|
|
Held |
Attended |
Mrs. Aarati Sachin Khare (Appointed w.e.f. February 12, 2024) |
Chairman |
1 |
1 |
Kishor Deomal Gambani (Resigned w.e.f. September 02, 2023) |
Chairman |
3 |
3 |
Jayshree Ashok Patil |
Member |
5 |
5 |
Pradeep Kadekar |
Member |
5 |
5 |
28. NOMINATION AND REMUNERATION COMMITTEE:
As on March 31, 2024 the Nomination and Remuneration committee
comprises Mrs. Aarati Sachin Khare, Independent Director, Mr. Pradeep Kadekar (Independent
Director) and Mr. Ashok Patil (Director). Ms. Kritika Agarwal, Company Secretary was
secretary to committee. Now post resignation of Mrs. Kritika Agarwal, Mr. Piyush Kale
Company Secretary and Compliance Officer is secretary to committee
The Committee functions in accordance with the terms and reference of
the policy. The committee had met 2 (two) times on 02-09-2023 and 12-02-2024 during the
year.
Details of attendance of committee meetings are as below.
Name of the Director |
Designation |
Number of Meetings |
|
|
Held |
Attended |
Mrs. Aarati Sachin Khare (Appointed w.e.f. February 12, 2024) |
Chairman |
0 |
0 |
Pradeep Kadekar (Appointed w.e.f. 23-07-2022) |
Member |
2 |
2 |
Mr. Ashok Patil |
Member |
2 |
2 |
Kishor Deomal Gambani (Resigned w.e.f. September 02, 2023) |
Member |
1 |
1 |
29. STAKEHOLDER'S RELATIONSHIP COMMITTEE:
As on March 31, 2024 the Stakeholder's Relationship committee comprises
Mr. Pradeep Kadekar (Independent Director), Mrs. Aarati Sachin Khare, Independent
Directgor Mrs. Jayashree Patil (Managing Director) and Mr. Ashok Patil (Director). Ms.
Kritika Agarwal Company Secretary of the company was secretary to committee. Now post
resignation of Mrs. Kritika Agarwal, Mr. Piyush Kale Company Secretary and Compliance
Officer is secretary to committee
This Committee has been formed to comply with the norms of the SEBI
(Listing Obligation and Disclosure Requirement) Regulations 2015. The Committee has been
carrying out its functions very smoothly and to enable the same had met 4 times on
29-05-2023, 14-08-2023, 09-11-2023 and 14-022024 during the year.
Details of attendance of committee meetings are as below.
Name of the Director |
Designation |
Number of Meetings |
|
|
Held |
Attended |
Mr. Kishor Deomal Gambani (Resigned w.e.f. September 02,
2023) |
Chairman |
2 |
2 |
Mr. Pradeep Kadekar |
Chairman |
4 |
4 |
Mr. Ashok Patil |
Member |
4 |
4 |
Mrs. Jayashree Patil |
Member |
4 |
4 |
Mrs. Aarati Sachin Khare (Appointed w.e.f. February 12, 2024) |
Member |
1 |
1 |
30. VIGIL MECHANISM:
The Company has adopted a Whistle Blower Policy establishing vigil
mechanism the Directors and employees to report their genuine concerns about unethical
behavior, actual or suspected fraud or violation of the company's code of conduct;
providing adequate safeguards against victimization; providing direct access to the higher
levels of supervisors and/or to the Chairman of the Audit Committee, in appropriate or
exceptional cases., to provide a formal mechanism to the Directors and employees to report
their concerns about unethical behavior, actual or suspected fraud or violation of the
Company's Code of Conduct or ethics policy.
The Policy provides for adequate safeguards against victimization of
employees who avail of the mechanism and also provides for direct access to the Chairman
of the Audit Committee. It is affirmed that no personnel of the Company have been denied
access to the Audit Committee. The policy of vigil mechanism is available on the website
of the company i.e. www.datiware.com.
During the year under review no fraud is reported by Statutory Auditors
of the company.
31. PERFORMANCE OF EMPLOYEES:
1) The information required under Section 197 of the Act read with rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
are given below:
Name of Director /KMP |
Designation |
Remuneration of Directors / KMP for the year ended 31st March
2024 (Rs in lakhs) |
Ratio to median Remuneration |
% Increase in remuneration for the year ended 31st March 2024 |
Ashok Patil |
Director |
NIL |
NA |
NA |
Jayshree Patil |
Managing Director |
NIL |
NA |
NIL |
Kishore Gambani |
Independent director |
NIL |
NA |
NA |
Nachiket Patil |
Chief Financial Officer |
NIL |
NA |
NA |
Pradeep Kadekar |
Independent director |
NIL |
NA |
NA |
Aarati Sachin Khare |
Independent director |
NIL |
NA |
NA |
Kritika Agarwal |
Company Secretary |
1.44 |
1.00 |
NIL |
NOTE:
1.
a. No remuneration is paid to any directors.
b. Ms Kritika Agarwal was appointed as Company Secretary and Compliance
Officer of the Company w.e.f. 06th June 2020. There has been no increase in her
remuneration hence percentage increase in remuneration is not applicable.
2. The percentage increase in the median remuneration of employees in
the financial year 2023-2024: NIL
3. The number of permanent employees on the rolls of company: 4
4. Average percentile increase already made in the salaries of
employees other than the managerial personnel in the last financial year and its
comparison with the percentile increase in the managerial remuneration and justification
thereof and point out if there are any exceptional circumstances for increase in the
managerial remuneration: Since the company has just started operations there has been no
increase in Managerial remuneration. Further there is no increase in remuneration of other
employees hence there are no exceptional circumstances for increase in the managerial
remuneration.
5. The key parameters for any variable component of remuneration
availed by the directors: No remuneration has been paid to Directors on the basis of
variable component.
6. We hereby affirm that the remuneration is as per policy recommended
by Nomination and Remuneration committee and adopted by the Company.
2) Details of the top ten employees of the Company in terms of
remuneration drawn as required pursuant to 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,2014 :
Sr Name of . employe Ne o. |
Designat ion |
Remunera tion (P.M.) |
Nature of Employ ment (contract ual or
otherwis e) |
Qualifica tion |
Experienc e(in years) |
Date for commence ment |
Ag e |
Last Employe ment |
% of Equity Shares held in the Compa ny |
1 Kritika Agarwal |
Compan y Secretary |
12,000 |
Permane nt |
CS, B.com |
4 |
21/01/2019 |
26 |
NA |
0 |
2 Nachiket Patil |
Chief Financial Officer |
NIL |
Permane nt |
MBA |
14 |
07/12/2017 |
38 |
NA |
0.10% |
3 Jagadish Khulkhul e |
Site Incharge |
20000 |
Permane nt |
B. E. |
5 |
15/04/2023 |
32 |
NA |
0 |
4 Chandra kant Bhoir |
Watchm an |
10000 |
Permane nt |
SSC |
3 |
01/04/2018 |
56 |
NA |
0 |
Note:
1. There are only 4 employees other than Managing Director .
2. Mr. Nachiket Patil the CFO of the Company is the son of Mr Ashok
Patil, Director and Mrs. Jayashree Patil, MD of the Company.
32. DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES:
The Company does not have Subsidiary/Joint Ventures/Associate
Companies.
33. COST AUDIT:
As per Section 148 of the Act, the Company is not required to maintain
and have the audit of its cost records conducted by a Cost Accountant in practice
34. RISK MANAGEMENT:
The Board of the Company has formed a Risk Management Committee in
accordance with the provisions of the Act and Regulation 17(9) of the Listing Regulations.
The Committee is responsible for reviewing the risk management plan and ensuring its
effectiveness. The audit committee has additional oversight in the area of financial risks
and controls. Policy to manage risk is also placed on the website of the Company. During
the year, risk analysis and assessment was conducted and the details of the same are
covered in the Management Discussion and Analysis Report of the Company.
35. FAMILIARIZATION PROGRAMME:
Pursuant to Regulation 25 of the SEBI (Listing Obligation and
Disclosure Requirement) Regulations 2015 , the Company has formulated a programme for
familiarizing the Independent Directors with the Company, their roles, rights,
responsibilities in the Company, nature of the industry in which the Company operates,
business model of the Company etc. through various initiatives. Details of the
Familiarization Programme of the Independent Directors are available on the website of the
Company.
36. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
The Company has adopted a policy on Prevention, Prohibition and
Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual
Harassment of Women at Workplace Prevention, Prohibition and Redressal) Act 2013 and the
Rules thereunder which is available on the website of the Company. The Policy aims to
provide protection to employees at the work place and prevent and redress complaints of
sexual harassment and for matters connected or incidental thereto, with the objective of
providing a safe working environment, where employees feel secure.
The Company has not received any complaint of sexual harassment during
the financial year 2023-24.
Internal Complaints Committee (ICC) has been set up to redress
complaints received regarding sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy. The following is a summary of sexual
harassment complaints received and disposed of during the year:
(a) Number of complaints pending at the beginning of the year: NIL
(b) Number of complaints received during the year: NIL
(c) Number of complaints disposed off during the year: NIL
(d) Number of cases pending at the end of the year.: NIL
37. COMPLIANCE WITH SECRETARIAL STANDARDS
During the year under review, your Company has complied with all the
applicable secretarial standards. The same has also been confirmed by Secretarial Auditors
of the Company.
38. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT / UNCLAIMED
SUSPENSE ACCOUNT
The Company does not have any equity shares lying in the demat suspense
account/unclaimed suspense account of the Company as on 31 March 2024. Hence disclosures
required under Part F of Schedule V of the Listing Regulations is not applicable
39. ACKNOWLEDGEMENT:
Your Directors wish to place on record their appreciation for the
co-operation extended by all the employees, Bankers, Financial Institutions, various State
and Central Government authorities and stakeholders.