To The Members,
Your Directors have pleasure in presenting the 35th Annual
Report of your Company together with the Audited Statements of Accounts for the year ended
March 31, 2024.
Financial Results |
Year Ended 31.03.2024 |
Year Ended 31.03.2023 |
Revenue for the year |
119.94 |
1,948.51 |
Profit/(Loss) before Tax, Depreciation & Finance Cost |
8.54 |
0.20 |
Less: Financial Expenses |
1.17 |
2.56 |
Profit/(Loss) before Depreciation/Amortization (PBDT) |
7.37 |
-2.36 |
Less: Depreciation |
7.23 |
7.38 |
Net Profit/(Loss) before Taxation (PBT) |
0.14 |
-9.74 |
Add/(Less): Provision for Taxation (including Deferred Tax) |
0.36 |
7.93 |
Add: Extra-ordinary Items (Excess Provisioning) |
- |
- |
Profit/(Loss) after Tax & Extra-ordinary Items |
0.51 |
-17.67 |
Less: Provision for Dividend |
- |
- |
Less: Transfer to General / Statutory Reserves |
0.10 |
- |
Profit/(Loss) available for Appropriation |
0.40 |
-17.67 |
Add: Profit brought forward from Previous Year |
238.66 |
256.32 |
Balance of Profit carried forward |
239.06 |
238.66 |
OVERALL PERFORMANCE
Total revenue for the year stood at 119.94 lakh in comparison to last
years' revenue of 1,948.51 lakh. In term of Profit/(Loss) before taxation, the
Company has earned a profit/(loss) of 0.14 lakh in comparison to last years' profit
of (9.74) lakh. Profit/(Loss) after Tax and Extra-Ordinary Items stood at 0.51 lakh in
comparison to last financial year's profit/(loss) of (17.67) lakh. Your Company is
one of the RBI registered NBFC and is engaged in the business of finance and investments.
The Company is carrying trading/investment activities in both Equity and FNO Segment and
also trading in Commodities market apart from its financing activities.
DIVIDEND
In order to conserve resources and to meet financial requirements to
implement its future plans, your Directors do not propose any dividend for the year under
review.
GENERAL RESERVES
The General Reserve is used from time to time to transfer profits from
retained earnings for appropriation purposes. As the General reserve is created by a
transfer from one component of equity to another and is not an item of other comprehensive
income, items included in the General reserve will not be reclassified subsequently to the
statement of profit and loss.
STATUTORY RESERVES
Statutory Reserve represents the reserve created pursuant to the
Reserve Bank of India Act, 1934 (the RBI Act) and related regulations
applicable to those companies. Under the RBI Act, a non-banking finance company is
required to transfer an amount not less than 20% of its net profit to a reserve fund
before declaring any dividend. Appropriation from this reserve fund is permitted only for
the purposes specified by the RBI. The Company during the year under review, has
transferred 0.10 lakh to General Reserve out of the Retained Earnings.
IMPAIRMENT RESERVES
Impairment Reserve represents the reserve created pursuant to the per
RBI circular dated March 13, 2020 on Implementation of Indian Accounting
Standards'. Under the circular, where the impairment allowance under Ind AS 109 is
lower than the provisioning required as per prudential norms on Income Recognition, Asset
Classification and Provisioning (including standard asset provisioning) the difference
should be appropriated from the net profit to a separate Impairment Reserve'.
Withdrawals from this reserve is allowed only after obtaining permission from the RBI.
SHARE CAPITAL
The paid up Equity Share Capital as on March 31, 2024 was 39.8296 Crore
consisting of 398296000 Equity Shares of 1/- each. During the year under review, the
Company has not issued any share with differential voting rights; nor granted stock
options nor sweat equity. As on March 31, 2024, none of the Directors and/or Key
Managerial Person of the Company hold instruments convertible in to Equity Shares of the
Company. During the year the Company has sub-divided face value of Equity Shares from Rs.
10/- to Re 1/- and have also issued 14,93,61,000 Bonus Equity Shares of Rs. 1/- each
(Bonus Issue).
FINANCE AND ACCOUNTS
As mandated by the Ministry of Corporate Affairs, the financial
statements for the year ended on March 31, 2024 has been prepared in accordance with the
Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013
read with the Companies (Accounts) Rules, 2014. The estimates and judgements relating to
the Financial Statements are made on a prudent basis, so as to reflect in a true and fair
manner, the form and substance of transactions and reasonably present the Company's
state of affairs, profits and cash flows for the year ended March 31, 2024. Accounting
policies have been consistently applied except where a newly issued accounting standard,
if initially adopted or a revision to an existing accounting standard requires a change in
the accounting policy hitherto in use. Management evaluates all recently issued or revised
accounting standards on an ongoing basis. The Company discloses standalone financial
results on a quarterly basis which are subjected to limited review and publishes
standalone audited financial results on an annual basis. The Company continues to focus on
judicious management of its working capital, receivables, inventories and other working
capital parameters were kept under strict check through continuous monitoring. There is no
audit qualification in the standalone financial statements by the statutory auditors for
the year under review.
BUSINESS SEGMENT
Your Company is one of the RBI registered NBFC and is into the business
of Finance & Investments in accordance with the Accounting Standard 17 notified by
Companies (Accounting Standards) Rules 2006.
CHANGE IN NATURE OF BUSINESS, IF ANY
There are no changes in the nature of business in the financial year
2023-24.
PARTICULARS OF LOANS, GUARANTEES & INVESTMENTS
Details of Loans, Guarantees and Investments, if any, covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the notes to the
Financial Statements.
SUBSIDIARY COMPANY
The Company does not have any material Subsidiary, Associate or Joint
Venture Company in the immediately preceding accounting year. Further, during the year, no
Company has ceased to be Subsidiary, Associate or Joint Venture Company.
POLICY FOR DETERMINING MATERIAL SUBSIDIARY COMPANIES
The Company has formulated a Policy for determining material
Subsidiary Companies of the Company. This policy is available on your Company's
website at https://www.globalcapitalmarketandinfraltd.co.in/company-policies.html
RELATED PARTY TRANSACTIONS
All transactions entered into with related parties as defined under the
Companies Act, 2013 during the financial year, were in the ordinary course of business and
on an arm's length pricing basis and do not attract the provisions of Section 188 of
the Companies Act, 2013. There were no materially significant transactions with the
related parties during the financial year, which were in conflict with the interest of the
Company. The requisite details under Form AOC-2 in
Annexure III have been provided elsewhere in this Report. Suitable
disclosure as required by the Accounting Standard (Ind-AS 24) has been made in the notes
to the Financial Statements. All Related Party Transactions are placed before the Audit
Committee for approval. Omnibus approval was obtained on a yearly basis for transactions
which are of repetitive nature. Transactions entered into pursuant to omnibus approval are
verified by the Risk Assurance Department and a statement giving details of all Related
Party Transactions are placed before the Audit Committee and the Board for review and
approval on a quarterly basis. None of the Directors has any pecuniary relationships or
transactions vis-a-vis the Company The Company has put in place a mechanism for certifying
the Related Party Transactions Statements placed before the Audit Committee and the Board
of Directors from an Independent Chartered Accountant Firm. The Policy on materiality of
and dealing with Related Party Transactions as approved by the Board is uploaded on the
website of the Company and is accessible at the website of the Company. None of the
Directors has any pecuniary relationship or transactions vis-a-vis the Company except
remuneration and sitting fees. In accordance with the provisions of the SEBI Listing
Regulations, the Company has in place the Policy on dealing with Related Party
Transactions which is available on its website at the link:
https://www.globalcapitalmarketandinfraltd.co.in/company-policies.html
BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its own
performance, board committees and individual directors pursuant to the provisions of the
Act and SEBI Listing Regulations. The performance of the Board was evaluated by the Board
after seeking inputs from all the directors on the basis of 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 criteria such as the composition of committees,
effectiveness of committee meetings, etc. The above criteria are broadly based on the
Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on
January 5, 2017. In Compliance with Section 149 (7) read with Schedule IV of the Companies
Act, 2013 and Regulations 25(3) of the SEBI LODR Regulations, 2015, a separate Board
Meeting of Independent Directors of the Company was held on March 12, 2024 wherein, the
following items in agenda were discussed: reviewed the performance of Non-Independent
Directors and the Board as a whole. reviewed the performance of the Chairperson of the
company, taking into account the views of Executive Directors and Non-Executive Directors;
Assessed the quality, quantity and timeliness of flow of information between the Company
Management and the Board that is necessary for the Board to effectively and reasonably
perform their duties. The Board evaluates its composition to ensure that the Board has the
appropriate mix of skills, experience, independence and knowledge to ensure their
continued effectiveness. In the table below, the specific areas of focus or expertise of
individual Board members have been highlighted.
Matrix setting out the skills/expertise/competence of the Board of
Directors
No. Essential Core skills/expertise/ competencies required
for the Company |
Core skills/expertise/competencies of all the Directors on
the Board of the Company |
1 Strategic and Business Leadership |
The Directors and especially the Chairman & Managing
Director have many years of experience. |
2 Financial expertise |
The Board has eminent business leaders with deep knowledge of
finance and business. |
3 Governance, Compliance and Regulatory |
The presence of Directors with qualifications and expertise
in Law and Regulatory affairs lends strength to the Board. |
4 Knowledge and expertise of Trade and Technology |
The Directors have profound knowledge of economic Affairs,
trade and technology related matters. |
MANAGEMENT DISCUSSION & ANALYSIS
The Management Discussion and Analysis on the operations of the Company
as prescribed under Part B of Schedule V read with regulation 34(3) of the Listing
Regulations, 2015 is provided in a separate section and forms part of the Directors'
Report.
NUMBER OF MEETINGS OF THE BOARD
The details of the Board Meetings and other Committee Meetings held
during the financial year 2023-24 are given in the separate section of Corporate
Governance Report.
BOARD COMMITTEES
All Committees of the Board of Directors are constituted in line with
the provisions of the Companies Act, 2013 and applicable regulations of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
MANAGEMENT
There is no change in Management of the Company during the year under
review.
DIRECTORS
During the Year, Mr. Manish Baid, Non-Executive Director, has been
appointed w.e.f. 10 August 2023 at 34th AGM held on 27th September
2023, eligible to retire by rotation. Further Mrs. Urmi Bose (DIN: 08212560) has been
re-appointed as an Independent Director of the Company for a 2nd term of 5
years was made at 34th AGM w.e.f. 16th July 2023. Further, Mr.
Mahavir Prasad Saraswat (DIN: 08212560) has been re-appointed as an Independent Director
of the Company for a 2nd term of 5 years was made at 34th AGM w.e.f.
16th July 2023. Apart from the above, there is no change in the composition of
Board of Directors of the Company during the current financial year. The details of
programme for familiarization of Independent Directors with the Company, nature of the
business segments in which the Company operates and related matters are put up on the
website of the Company Further, none of the Directors of the Company are disqualified
under sub-section (2) of Section 164 of the Companies Act, 2013.
INDEPENDENT DIRECTORS & KMPs
As per provisions of Section 149 of the 2013 Act, independent directors
shall hold office for a term up to five consecutive years on the board of a company, but
shall be eligible for re-appointment for another term up to five years on passing of a
special resolution by the company and disclosure of such appointment in Board's
Report. Further Section 152 of the Act provides that the independent directors shall not
be liable to retire by rotation in the Annual General Meeting (AGM') of the
Company. As per requirements of Regulation 25 of Listing Regulations, a person shall not
serve as an independent director in more than seven listed entities: provided that any
person who is serving as a whole time director in any listed entity shall serve as an
independent director in not more than three listed entities. Further, independent
directors of the listed entity shall hold at least one meeting in a year, without the
presence of non-independent directors and members of the management and all the
independent directors shall strive to be present at such meeting. In the opinion of the
Board, the Independent Directors possess the requisite expertise and experience and are
the persons of high integrity and repute. They fulfil the conditions specified in the
Companies Act, 2013 and the Rules made thereunder and are independent of the management.
The Independent Directors have confirmed that they have complied with the Company's
Code of Business Conduct & Ethics. Neither there was a change in the composition of
Board during the current financial however changes in the employees from KMP category are
stated herein below-
DETAILS OF DIRECTORS / KMP APPOINTED AND RESIGNED DURING THE YEAR
Sl. No. Name |
Designation |
Date of Appointment |
Date of Resignation |
1. Manish Baid |
Non-Executive Director |
10-08-2023 |
- |
2. Mamta Jain |
Company Secretary |
- |
01-03-2024 |
3. Astha Pandey |
Company Secretary |
28-03-2024 |
- |
DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT, IF ANY
All the Independent Directors have submitted their disclosures to the
Board that they fulfil all the requirements as stipulated in Section 149(6) of the
Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, so as to qualify themselves to be appointed as
Independent Directors under the provisions of the Companies Act, 2013 and the relevant
rules. In terms of Regulation 25(8) of Listing Regulations, they have confirmed that they
are not aware of any circumstance or situation which exists or may be reasonably
anticipated that could impair or impact their liability to discharge their duties. Based
on the declaration received from Independent Directors, the Board of Directors have
confirmed that they meet the criteria of Independence as mentioned under Section 149 of
the Companies Act, 2013 and Regulation 16(1)(b) of Listing Regulations and they are
independent of the management.
EVALUATION OF DIRECTORS, BOARD AND COMMITTEES
The Nomination and Remuneration Committee (NRC) of the Company has
devised a policy for performance evaluation of the individual directors, Board and its
Committees, which includes criteria for performance evaluation. Pursuant to the provisions
of the Act and the Listing Regulations and based on policy devised by the NRC, the Board
has carried out an annual performance evaluation of its own performance, its committees
and individual directors. The Board performance was evaluated based on inputs received
from all the Directors after considering criteria such as Board composition and structure,
effectiveness of Board and information provided to the Board, etc. The performance of the
committees was evaluated by the Board of Directors based on inputs received from all the
committee members after considering criteria such as composition and structure of
committees, effectiveness of committee meetings, etc. Pursuant to the Listing Regulations,
performance evaluation of independent directors was done by the entire board, excluding
the independent director being evaluated. A separate meeting of the Independent Directors
was also held for the evaluation of the performance of non-independent Directors,
performance of the Board as a whole and that of the Chairman of the Board.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, TRIBUNALS OR
COURTS
There are no significant and material orders passed by the
Regulators/Courts that would impact the going concern status of the Company and its future
operations.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN
THE END OF THE FINANCIAL YEAR AND DATE OF REPORT
There have been no material changes and commitments affecting the
financial position of the Company between the end of Financial Year and date of the
report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Companies Act, 2013
the Board of Directors confirms that:
1. In the preparation of the annual accounts, for the year ended 31st
March 2024, all the applicable accounting standards prescribed by the Institute of
Chartered Accountants of India have been followed along with proper explanation relating
to material departures, if any;
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 as at March 31, 2024 and
of the profit of the Company for the year ended on that date;
3. that the Directors have 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. that the Directors had prepared the annual accounts on a going
concern basis;
5. that the Directors had laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and were
operating effectively; and 6. that 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.
BUSINESS RISK MANAGEMENT
As an NBFC, the Company is exposed to credit, liquidity and interest
rate risk. On the other hand, investment in Stock Market, both in Quoted and Unquoted
Shares, have the risk of change in the price and value, both in term of up and down and
thus can affect the profitability of the Company. Risk management is embedded in your
Company's operating framework. Your Company believes that managing risks helps in
maximizing returns. The Company's approach to addressing business risks is
comprehensive and includes periodic review of such risks and a framework for mitigating
controls and reporting mechanism of such risks. The risk management framework is reviewed
periodically by the Board and the Audit Committee. However the Company is not required to
constitute Risk Management Committee under Listing Regulations, 2015.
INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY
Based on the framework of internal financial controls and compliance
systems established and maintained by the Company, the work performed by the internal,
statutory and secretarial auditors and external consultants, including the audit of
internal financial controls over financial reporting by the statutory auditors and the
reviews performed by management and the relevant board committees, including the audit
committee, the Board is of the opinion that the Company's internal financial controls
were adequate and effective during FY 2023-24.
NOMINATION, REMUNERATION AND BOARD DIVERSITY POLICY
The Board of Directors has framed a policy which lays down a framework
in relation to remuneration of Directors, Key Managerial Personnel and Senior Management
of the Company. The Policy broadly lays down the guiding principles, philosophy and the
basis for payment of remuneration to Executive and Non-executive Directors (by way of
sitting fees and commission), Key Managerial Personnel, Senior Management and other
employees. The policy also provides the criteria for determining qualifications, positive
attributes and Independence of Director and criteria for appointment of Key Managerial
Personnel / Senior Management and performance evaluation which are considered by the
Nomination and Remuneration Committee and the Board of Directors while making selection of
the candidates. The above policy has been posted on the website of the Company.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In Compliance of the Companies Act, 2013 and Regulation 22 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has
adopted a Whistle Blower Policy / Vigil Mechanism and has established the necessary vigil
mechanism for Directors, Employees and Stakeholders of the Company to report genuine
concerns about unethical behavior, actual or suspected fraud or violation of the
Company's code of conduct or ethics policy. The Company has disclosed the policy on
the website of the Company i.e. www.globalcapitalmarketandinfraltd.co.in
INFORMATION TECHNOLOGY
Innovation and Technology are synonymous with the Company. The
investment in technology acts as a catalyst and enables the Company to be innovative.
AUDITORS Statutory Auditors
Messrs Maheshwari & Co., Chartered Accountants, Mumbai (FRN -
105834W) were re-appointed as Statutory Auditors of the Company for 2nd term,
for a period of five consecutive years at the 34th Annual General Meeting (AGM)
of the Members held on September 27, 2023 on a remuneration mutually agreed upon by the
Board of Directors and the Statutory Auditors. The Report given by M/s. Maheshwari &
Co. on the financial statement of the Company for the FY 2023-24 is part of the Annual
Report. The Notes on financial statement referred to in the Auditor's Report are
self-explanatory and do not call for any further comments. The Auditor's Report does
not contain any qualification, reservation, adverse remark or disclaimer. During the year
under review, the Auditors had not reported any matter under Section 143 (12) of the Act,
therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company has re-appointed Mrs. Kriti Daga, Company Secretaries in Practice (C. P. No.
14023) to undertake the Secretarial Audit of the Company. The Report of the Secretarial
Audit Report in the prescribed Form MR-3 is annexed in this Annual Report as Annexure II.
The same does not contain any qualification. During the year, your Company has complied
with applicable Secretarial Standards i.e. SS-1 and SS-2, relating to Meetings of
the Board of Directors and General Meetings, respectively. In addition
to the above and pursuant to SEBI circular dated 8 February 2019; a report on secretarial
compliance (Regulation 24-A of SEBI LODR Regulations, 2015) by Mrs. Kriti Daga for the
FY2023-24 has been submitted with stock exchanges. There are no observations, reservations
or qualifications in the said report.
Internal Auditors
Your Company has an effective internal control and risk-mitigation
system, which are constantly assessed and strengthened with new/revised standard operating
procedures. The Company's internal control system is commensurate with its size,
scale and complexities of its operations. The internal and operational audit is entrusted
to M/s A. K. Das & Co., Chartered Accountant Firm, Kolkata (FRN - 325204E). The main
thrust of internal audit is to test and review controls, appraisal of risks and business
processes, besides benchmarking controls with best practices in the industry. The Audit
Committee of the Board of Directors actively reviews the adequacy and effectiveness of the
internal control systems and suggests improvements to strengthen the same. The Company has
a robust Management Information System, which is an integral part of the control
mechanism. The Audit Committee of the Board of Directors, Statutory Auditors and the Key
Managerial Personnel are periodically apprised of the internal audit findings and
corrective actions taken. Audit plays a key role in providing assurance to the Board of
Directors. Significant audit observations and corrective actions taken by the management
are presented to the Audit Committee of the Board. To maintain its objectivity and
independence, the Internal Audit function reports to the Chairman of the Audit Committee.
EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) of the Companies Act,
2013, extract of the Annual Return for the financial year ended 31st March,
2024 made under the provisions of Section 92(3) of the Act is attached as Annexure IV to
this report.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT 2013 READ WITH RULES
Pursuant to the requirements of Section 22 of Sexual Harassment of
Women at Workplace (Prevention, Prohibition & Redressal) Act 2013 read with Rules
thereunder, this is to certify and declare that there was no case of sexual harassment
during the year under review. Neither there was a case pending at the opening of Financial
Year, nor has the Company received any Complaint during the year.
STATUTORY INFORMATION AND OTHER DISCLOSURES
Since the Company is into the business of financing (NBFC activities)
and investment activities in Shares and Securities; the information regarding Conservation
of Energy, Technology Absorption, Adoption and Innovation, as defined under section
134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts)
Rules, 2014, is reported to be NIL.
The Disclosure required under Section 197(12) of the Act read with the
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, is annexed as Annexure V' and forms an integral part of this Report. A
statement comprising the names of top employees in terms of remuneration drawn and every
persons employed throughout the year, who were in receipt of remuneration in terms of Rule
5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
is annexed as Annexure VI' and forms an integral part of this annual report.
The above Annexure is not being sent along with this annual report to the members of the
Company in line with the provisions of Section 136(1) of the Act. Members who are
interested in obtaining these particulars may write to the Company Secretary at the
Registered Office of the Company. The aforesaid Annexure is also available for inspection
by Members at the Registered Office of the Company, 21 days before and up to the date of
the ensuing Annual General Meeting during the business hours on working days.
None of the employees listed in the said Annexure is a relative of any
Director of the Company. None of the employees hold (by himself or along with his spouse
and dependent children) more than two percent of the Equity Shares of the Company.
BUSINESS RESPONSIBILITY REPORT
As the Company is not among top 500 or 1000 Companies by turnover on
Stock Exchanges, the disclosure of Report under of Regulation 34(2) of the Listing
Regulations is not applicable to the Company for the year under review.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company has not earned or used foreign exchange earnings/outgoings
during the year under review.
RBI DIRECTIONS
Your Company complies with the direction(s), circular(s),
notification(s) and guideline(s) issued by the RBI as applicable to your Company as a
systemically important non-deposit taking NBFC. The Company has in place the system of
ensuring compliance with applicable provisions of Foreign Exchange Management Act, 1999
and rules made thereunder.
PUBLIC DEPOSITS
During the period under review, your Company did not accept / renew any
deposits within the meaning of Section 73 of the Companies Act, 2013 and the rules made
there under and as such, no amount of principal or interest was outstanding as on the
balance sheet date. Further, The Company did not hold any public deposits at the beginning
of the year nor has it accepted any public deposits during the year under review.
MAINTENANCE OF COST RECORDS
The maintenance of cost records for the services rendered by the
Company is not required pursuant to Section 148(1) of the Companies Act, 2013 read with
Rule 3 of Companies (Cost Records and Audit) Rules, 2014.
STATUTORY AUDITORS AND AUDITORS REPORT
The Notes on Financial Statement referred in the Auditors' Report
are self-explanatory and do not call for any further comments. The Auditors' Report
does not contain any qualification, reservation, adverse remark or disclaimer for the
Financial Year 2023-24.
REPORTING OF FRAUDS BY AUDITORS
During the year under review, the Statutory Auditors and the
Secretarial Auditors have not reported any instances of frauds committed in the Company by
its officers or employees of Audit Committee under Section 143(12) of the Companies Act,
2013, details of which needs to be mentioned in this Report.
REPORT ON CORPORATE GOVERNANCE
As per Regulation 34(3) read with Schedule V of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, a separate section on
corporate governance practices followed by the Company, together with a certificate from
the Company's Auditors confirming compliance forms an integral part of this Report.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Board of Directors affirms that the Company has complied with the
applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries
of India.
GENERAL
Your Directors state that during Financial Year 2023-24:
The Company has not issued any Equity Shares with differential rights
as to Dividend, Voting or otherwise. The Company has not issued any Sweat Equity Shares
during the year. There are no significant or material orders passed against the Company by
the Regulators or Courts of Tribunals during the year ended March 31, 2024 which would
impact the going concern status of the Company and its future operations.
The Central Government has not prescribed the maintenance of cost
records for any of the products of the Company under sub-section (1) of Section 148 of the
Companies Act, 2013 and the Rules framed there under. There is no change in nature of
business of the Company during the year.
CAUTIONARY STATEMENT
Statements in this Directors' Report and Management Discussion and
Analysis describing the Company's objectives, projections, estimates, expectations or
predictions may be forward-looking statements within the meaning of applicable
securities laws and regulations. Actual results could differ materially from those
expressed or implied.
APPRECIATION
Your Directors place on record their sincere appreciation for the
assistance and guidance provided by the Reserve Bank of India, the Ministry of Corporate
Affairs, the Securities and Exchange Board of India, government and other regulatory
Authorities, stock exchanges, other statutory bodies, Company's bankers, Members and
employees of the Company for the assistance, cooperation and encouragement and continued
support extended to the Company. Your Directors also gratefully acknowledge all
stakeholders of the Company viz. customers, members, dealers, vendors, banks and other
business partners for the excellent support received from them during the year. Our
employees are instrumental in helping the Company scale new heights, year after year.
Their commitment and contribution is deeply acknowledged. Your involvement as shareholders
is also greatly valued. Your Directors look forward to your continuing support.