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#MDStart#
Management Analysis
Your Directors have pleasure in presenting the Fiftieth Annual Report and audited
financial statements for the financial year ended 31st March 2024.
FINANCIAL PERFORMANCE
The summarized financial results of the Company are presented below as per LISTING
OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015. The summarized financial
results of the Company are presented below:
Rs (in lakhs)
|
STANDALONE |
CONSOLIDATED |
PARTICULARS |
2023-2024 |
2022-2023 |
2023-2024 |
2022-2023 |
Revenue from operations |
35776.61 |
41796.21 |
39982.24 |
41796.21 |
Other Income |
112.86 |
173.20 |
115.36 |
173.20 |
Total Income |
35889.47 |
41969.41 |
40097.60 |
41969.41 |
EBITDA |
673.94 |
702.54 |
1022.20 |
694.95 |
Less: Finance Cost |
428.67 |
353.20 |
773.81 |
353.20 |
Depreciation / Amortization |
150.25 |
152.68 |
421.36 |
152.69 |
Profit before tax |
95.02 |
196.66 |
(172.97) |
185.86 |
Tax expense- |
49.50 |
91.15 |
49.48 |
91.15 |
Current Tax- |
(45.63) |
(11.53) |
(84.61) |
(12.14) |
Deferred Tax |
|
|
|
|
Profit after tax |
91.15 |
117.04 |
(137.84) |
106.85 |
Total Comprehensive Income |
105.17 |
127.98 |
(121.82) |
117.79 |
Earnings Per Share (face value of Rs.10/- each) |
|
|
|
|
- Basic |
0.82 |
1.01 |
(0.89) |
0.93 |
- Diluted |
0.82 |
1.01 |
(0.89) |
0.93 |
DIVIDEND
No dividend is proposed for the financial year ended 31st March 2024.
TRANSFER TO RESERVES
No amount is proposed to be transferred to reserves.
STATE OF OF AFFAIRS AND REVIEW OF OPERATIONS
Your Company, during the fiscal 2024, recorded revenue from operations of Rs. 35776.61
lac, a decline of 14% over previous year. The Profit Before Tax (PBT) was Rs.95.02 lac
against f196.66 lac in the previous year. The Profit After Tax (PAT) was Rs.91.15 lac
against Rs.117.04 lac in the previous year. Overall revenue and profitability impacted on
the back of continued reduction in oil prices in bulk division in FY24. Increase in
finance cost owing to capital expenditure of Ethanol plant and increased working capital
requirement.
Segment, Products wise Performance
Modi Naturals is today one of India's leading consumer goods companies operating in the
wellness and foods category.
The company is poised to grow exponentially in the next few years with its three
verticals namely a). consumer goods vertical, b). bulk edible oil and feeds vertical and
c). alcohol manufacturing vertical.
Modi Naturals' Branded /Consumer Division includes a range of products that includes
healthy & premium edible oil, Popcorn, Pasta, Peanut Butter, Instant Drink Mix etc.
In healthy and premium edible oil category - the company's branded product
portfolio includes Oleev Olive oil, Oleev Active oil (healthy Olive oil and Rice Bran Oil
blend), Oleev Health Oil (Multisource Oil) Oleev Smart Oil (Multisource oil), Rizolo Rice
bran oil, Miller Canola Oil and Olivana Wellness Oil (100% natural versatile oil with
goodness of pure olives - can be used for cooking, hair, skin care and baby care). We are
the only player making Multi-Source Olive oil.
Your Company's flagship brand, "OLEEV" is a leading name in the edible oil
market, and it caters to the premium segment of the market. In the multisource edible oil
category, 'Oleev Active' has continued to increase its dominance. Volume has recovered
after removal of stock limits, and we expect to see growth pick up in subsequent quarters.
In healthy Indulgent snacking category - the company's branded product portfolio
includes :
'Pasta' (100% Wheat Semolina & 0% Maida) with three variants, under the
sub-brand OLEEV KITCHEN.
We are extending our range of ready-to-cook pasta and introducing new shapes, i.e.
macaroni and spaghetti. With our commitment to food innovation, we have launched a
one-of-its-kind multigrain pasta with the goodness of four grains in the premium category.
'Peanut Butter' with two variants Creamy & Crunchy under the sub-brand OLEEV
KITCHEN.
In Peanut Butter, we are creating a vertical segmentation wherein we have launched
Oleev Junior Peanut Butter specifically targeted for children in the age bracket of 4-13
years. Additionally, Oleev Junior Peanut Butter will be available in chocolate flavour as
well and is currently being piloted. We will scale up the distribution in subsequent
quarters.
PIPO Popcorn and unique Taste Bomb sachets inside with exciting flavours Peri
Peri, Tomato Salsa, Cheese Burst, Tandoori Twist, to suit the Indian palate better
compared to the regular butter/cheese flavours available in the market.
Under PIPO, we are extending our product portfolio and getting into the ready-to-eat
(RTE) space, we have launched on a pilot basis our range of flavoured roasted peanuts.
These RTE peanuts are available in five flavours, including Periperi, BBQ, heeng-jeera,
and others.
Taste Bomb, PIPO's sub-brand, is being separately launched in the instant
masala/seasoning category, with six variants i.e. Magic masala, pasta masala, peri peri,
Oregano, Italian herbs, and Tandoori.
Ready To Mix Beverages: New category of powdered ready-to-mix beverages marketed
under new brand "Jynx" with the following flavours- mango, orange, iced
tea-lemon and mojito has been soft launched this summer and the response is heartening. We
hope to scale it up over the course of the next one year. This will help us enter an
exciting new category which is doing well with Gen-Z and will also offset some of the
seasonality in oil demand in summer months.
Consumer Division Performance for FY24 was moderate owing to a significant reduction in
branded oil prices. Demand has started picking up in the branded oil and food division.
EBITDA has improved on the back of Improved supply chain efficiency, optimisation of
manpower cost and reduced A&P spends.
In the bulk edible oil segment, the company manufactures and markets Rice Bran
oil, Rice Bran wax and De-oiled cakes.
Revenue has been impacted by inventory loss due to a reduction in oil prices. EBITDA
loss was mainly due to inventory loss, but losses significantly reduced to Rs -2.3 cr in
Q4FY24 from Rs -4.1 cr in Q3FY24 and Rs -5.5 cr in Q4FY23. We expect to further reduce our
losses in this division in FY25.
The Company has created niche, premium and differentiated brands in highly competitive
categories of edible oils and healthy foods. Our strong focus on quality, innovation,
product differentiation and brand building has helped us stand out in a cluttered retail
market, with 'Oleev' becoming the No.1 "Goodness of Olive Oil" brand in India,
with fully backward- integrated portfolio of products. Over the last decade, we have
developed a pan-India distribution network across all channels of FMCG, including the
upcoming Q-Commerce, serving our consumers through all modes of online and offline retail
across the country. We are a proud Indian company, manufacturing, and marketing
world-class food products in India.
The Company is present on all e-commerce platforms including Amazon, Blinkit (Big
Basket), Flipkart, Grofers and Jio Mart. Further, the company is widely distributed in
3,000 organized modern retail outlets and also has around 450 distributors pan India with
a direct reach of about 50,000 retail stores, which will be used to penetrate further in
healthy snaking foods category. Recently, the Company has started food business with a few
more large retail players like Spencer's which will reflect in numbers in the coming
quarters.
Ethanol Business: A step towards sustainable growth, Modi Naturals has
diversified into ethanol manufacturing, with a state-of-the-art greenfield Ethanol Plant
being established in the State of Chhattisgarh under its 100% subsidiary, Modi Biotech
Private Limited. This project is in line with the company's core values & commitment
towards sustainable growth and will also help the company have a diversified portfolio of
businesses. This project is also in line with the Honourable Prime Minister of India Shri
Narendra Modi's vision & roadmap for the Ethanol Blended Petrol (EBP) program with a
target of 20% blending by 2025.
Commercial production began at the end of Q3 FY24, and Q4 FY24 was a full
quarter for operations. However, the plant was undergoing a stabilisation process, which
resulted in a reduced level of production and an increase in the cost of running the
plant. The plant has now fully stabilised and is working at optimum capacity. The
commissioning of our Ethanol Plant represents an important moment in India's drive for
sustainable biofuels. Modi Biotech is committed to influencing the nation's energy future.
Biofuel is certainly the key to India's automotive sector. Our Ethanol facility
demonstrates our commitment to sustainability, energy security, environmental
responsibility, and increasing farm income simultaneously at the same time. Furthermore,
it has enabled us to diversify our company portfolios and build a green-field unit with
significant growth potential.
Your Company is placed competitively in the industry and is determined to grow its
market share and profitability sustainably through focus on developing top-notch products
coupled with extensive advertising and promotional campaigns.
Indian Economy
Even as the global conflict remained geographically distant from India, ripples
comprised increased oil import bills, inflation, cautious government and a sluggish equity
market. India's economic growth was 7.2% in FY 2023-24. India overtook UK to become the
fifth largest global economy. India surpassed China to become the world's most populous
nation. (Source: IMF, World Bank)
India is widely acknowledged as one of the most dynamic major economies in the world
with immense headroom for growth over the medium and long term. A favourable demographic
profile, increasing affluence, rapid urbanization and accelerated digital adoption
represent some of the key structural drivers of growth of the Indian Economy.
FMCG Industry
The FMCG sector continues to remain an exciting sector with continued growth potential
driven by India's economic growth. The FMCG industry in India has been reporting good
growth even during the COVID years, when most other industries were reeling under a demand
crunch, riding on strong consumer shift in favour of natural healthcare products. The
frequent price increases and an overall slump in economic activity put pressure on the
purchasing power of consumers particularly in Rural India. Despite near term consumption
pressure, there are some green shoots which are emerging such as moderating inflation,
improving consumer confidence and increase in government spending coupled with a good
monsoon thu year. This should help revive demand and drive consumption of consumer goods
in the future.
Indian edible oils Industry
India's per capita consumption of edible oil is relatively low at 19-19.80 kg per year,
compared to the global average of 24 kg per year. However, with a growing population and
increasing per capita consumption, demand for edible oils is expected to increase.
(Source: Technopak)
Ready to cook & ready to eat segments in India
The market for both the segments put together is estimated to be approximately 8,400
Crore in FY 2024-25 and is expected to grow at a high CAGR of 16% doubling itself by FY
2029-30.
Outlook
The fast-moving consumer goods (FMCG) industry is expected to grow at a CAGR of 27.9%
from 2021 to 2027, reaching nearly US$ 615.87 bn. This gain will be ascribed to the
projected rise in rural demand as inflation slowly starts to decline. Urban demand is also
anticipated to remain steady, supporting the sector's expansion. By 2025, the number of
internet users in India is also projected to reach 1 bn. As an estimated 40% of all FMCG
consumption in India is done online, the e- commerce share of total FMCG sales is expected
to increase by 11% by 2030. (Source: CRISIL, IBEF)
The Company strives to leverage these opportunities and create innovative products that
meet diverse consumer requirements. Further, the Company's expenditure on marketing and
advertising would help to reinforce its brands.
SUBSIDIARIES, JOINT VENTURES, OR ASSOCIATE COMPANIES
1. Modi Biotech Private Limited - wholly owned subsidiary
Modi Biotech Private Limited (MBPL) was formed on 27th April 2021 to set up a
greenfield Ethanol Distillery at Raipur, Chhattisgarh.
MBPL has started its commercial production in November 2023.
The Company does not have any Joint Ventures or Associate Companies.
Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made
thereunder and Regulation 33 of the SEBI Listing Regulations, the Company has prepared
consolidated financial statements of the Company and a separate statement containing the
salient features of financial statement of subsidiaries in Form AOC-1, which forms part of
this Annual Report.
In accordance with Section 136 of the Act, the audited financial statements, including
consolidated financial statements and related information of the Company and audited
accounts of each of its subsidiaries, are available on website of the Company
(www.modinaturals.com).
Internal Control Systems and its adequacy
The Company has adequate Internal Control System consistent with the nature of business
and size of the operations, to effectively provide for safety of its assets, reliability
of financial transactions with adequate checks and balances, adherence to applicable
statues, accounting policies, approval procedures and to ensure optimum use of available
resources. These systems are reviewed and improved on a regular basis. It has a
comprehensive budgetary control system to monitor revenue and expenditure against approved
budget on an ongoing basis.
The Internal Auditor, the Audit Committee as well as the Board of Directors conduct
from time to time an evaluation of the adequacy and effectiveness of the system of
internal controls for financial reporting with respect to financial statements.
Risk Management
The Company has adopted Risk Management Policy to proactively take care of the internal
and external risks of the company and ensure smooth business operations. The company's
risk management policy ensures that all its material and compliance risk exposures are
properly covered, and the company's business growth and financial stability is assured.
Human Resource and Industrial Relations
The Company lays great emphasis on proper management of human resources and believes
that this is the most important ingredient for achieving excellence in performance and
sustainable growth. The Management of your Company put utmost efforts to strengthen the
existing work force and retaining them to enhance the human resource capability in the
Company.
As on 31st March 2024, the Company had 517 employees on its payroll. The Company's
industrial relations are cordial at all locations.
The Directors of your Company deeply appreciate the spirit and commitment of its
dedicated team of employees.
SHARE CAPITAL
During the year under review, the Company has allotted fully paid-up 650000 equity
shares upon conversion of warrants on preferential basis. The Company has applied for
Listing approval with the BSE in respect of the aforesaid shares. However, the said Equity
shares, subject to the terms and conditions stipulated at the time of their issue, are
under a Lock-in for eighteen months from the date of trading approval. The paid-up equity
share capital as on March 31, 2024 stood at Rs. 13,30,63,970 comprising of 13306397 equity
shares of face value of Rs. 10/- each.
There was no public issue, rights issue, bonus issue. During the year under review, the
Company has not issued shares with differential voting rights nor has granted any stock
options or sweat equity. As on March 31, 2024, none of the directors of the Company holds
any convertible instruments of the company.
PUBLIC DEPOSITS
During the year the Company has not accepted / renewed any deposit from public. The
total deposits remained unpaid or unclaimed as at 31st March, 2024 is Nil. There is no
default in repayment of deposits or payment of interest thereon during the year.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on
arm's length basis and were in the ordinary course of the business. During the year, there
were no materially significant related party transactions made by the Company with
Promoters, Key Managerial Personnel or other designated persons which may have potential
conflict with the interest of the Company.
There were no materially significant related party transactions made by the Company
during the year that required shareholders' approval under Regulation 23 of the Listing
Regulations. The details of related party transactions are provided in Note 36 to
Standalone Financial Statements in accordance with the Accounting Standards.
The Policy on RPTs as approved by the Board is uploaded on the Company's website
https://modinaturals.com/investor- relations/
STATUTORY AUDITORS
M/s. Doogar & Associates, Chartered Accountants (ICAI FRN - 000561N), the statutory
auditors of the Company have been appointed at the 49th annual general meeting held on
September 30, 2023 for a period of 5 years from the conclusion of 49th Annual General
Meeting upto the conclusion of 54th Annual General Meeting to be held in the year 2028.
The statutory audit report for the year 2023-24 is annexed hereto and forms part of the
Annual Report. There are no qualifications made by the Auditors in their Report which
requires any explanation from the Board of Directors of the Company. The Notes to Accounts
referred to in the Auditors' Report are self-explanatory and do not call for any further
comments.
The Auditors have confirmed that they are not disqualified within the meaning of
Section 141 of the Companies Act, 2013 read with Rule 4(1) of the Companies (Audit and
Auditors) Rules, 2014 to continue as Auditors of the Company.
COST AUDITORS
The Board of Directors at their meeting held on 05.09.2024 appointed M/s. Manisha &
Associates, Cost Accountants (FRNo.-000321), as the Cost Auditor for conducting the Cost
Audit for the financial year 2024-25. A resolution seeking members' ratification of the
remuneration payable to Cost Auditor is included in the AGM notice. The Cost Audit Report
for financial year 2023-24 will be filed within the stipulated period. The Company is
maintaining the Cost Records as per Section 148(1) of the Companies Act, 2013.
SECRETARIAL AUDITORS
The Board had appointed M/s Deepak Bansal & Associates, Company Secretaries, to
conduct Secretarial Audit of the Company. The Secretarial Audit Report for the financial
year ended March 31, 2024 is annexed herewith as "Annexure A". The Secretarial
Audit Report is self-explanatory and does not require any further comments from the Board
of Directors.
As required by Regulation 24A (1) of the SEBI (LODR) Regulations, 2015, a secretarial
audit report for the financial year ended March 31, 2024 for its material unlisted
subsidiary company, namely Modi Biotech Private Limited is also annexed herewith as
Annexure-B. The Secretarial Audit Report is self-explanatory and does not require any
further comments from the Board of Directors
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
During the year under review, Mr. Sudhir Shankar Halwasiya (DIN: 00020000), Mr. Alok
Garg (DIN: 01394308) and Mr. Sulabh Singal (DIN: 05270534) ceased as Independent Directors
of the Company on March 31, 2024 due to completion of their second term in office as
Independent Directors. Consequently, they ceased to be Directors of the Company with
effect from close of business hours on March 31, 2024.
The Board placed on record it's deep appreciation for the valuable contribution made by
Mr. Sudhir Shankar Halwasiya, Mr. Alok Garg and Mr. Sulabh Singal during their tenure as
Independent Directors of the Company.
The Board at its meeting held on 31st March, 2024 appointed Mr. Udit Jain (DIN:
00166794), Mrs. Ankita Singal (DIN: 01633449), and Mr. Ankit Garg (DIN: 10567791), as
Additional Directors (Non-Executive, Independent) of the Company, for a first term of 5
years i.e from April 1, 2024 to March 31, 2029, upon the recommendation of the Nomination
and Remuneration Committee, subject to approval of the shareholders to be obtained within
three months hereof. The Company obtained the approval of shareholders by passing special
resolution through postal ballot on 27th June, 2024.
Pursuant to the provisions of section 152 of the Companies Act, 2013, Mr. Akshay Modi,
Joint Managing Director, retires by rotation and being eligible, has offered himself for
re-appointment. The Board recommends the re-appointment of Mr. Akshay Modi.
The information as required to be disclosed under regulation 36(3) of the SEBI Listing
Regulations, 2015 and Secretarial Standard 2 in case of appointment /re-appointment of the
directors is provided in the AGM Notice.
Key Managerial Personnel
The Key Managerial Personnel of the Company as stipulated under the Companies Act, 2013
are Mr. Anil Modi, Chairman & Managing Director, Mr. Akshay Modi, Joint Managing
Director, Mr. Pradeep Kapoor, Chief Financial Officer and Mr. Ankit Agarwal, Company
Secretary.
EVALUATION BY THE BOARD
The Board has made a formal annual evaluation of its own performance, Committees of the
Board, Independent Directors and Individual Directors of the Company.
The Board's performance was evaluated based on criteria like Structure, Governance,
Dynamics & Functioning, Approval & Review of Operations, Financials, Internal
Controls etc. The performance of the Independent Directors as well as Individual Directors
including the Chairman of the Board was evaluated based on the evaluation criteria laid
down under the Nomination and Remuneration Policy and the Code of Conduct as laid down by
the Board.
The Committees of the Board were evaluated individually based on the terms of reference
specified by the Board to the said Committee. The Board of Directors were satisfied with
the evaluation process which ensured that the performance of the Board, its Committees,
Independent Directors, and Individual Directors adhered to their applicable criteria.
SECRETARIAL STANDARDS
The company had complied with the applicable Secretarial Standards issued by ICSI.
CSR INITIATIVES
Modi Naturals' Corporate Social Responsibility (CSR) activities reflect its philosophy
of enhancing value to the society and the environment around us. CSR activities are
carried out through registered trust (SLRE Foundation). During the year under review, the
Company was not required to spend any amount on CSR activities, therefore, the Annual
Report on CSR activities is not provided herewith.
DISCLOSURES:
1. Independent Directors have given declarations that they meet the criteria of
independence as provided in Section 149(6) of the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
2. Salient features of the Nomination and Remuneration Policy is disclosed in the
Report on Corporate Governance.
3. Qualification, reservation or adverse remark or disclaimer made by Statutory Auditor
in their report: NIL
4. The particulars of Loans, Guarantees and Investments made by the Company under
Section 186 of the Companies Act, 2013 are given in Note-5 to the Standalone Financial
Statements.
5. Disclosure as required under Regulation 34(3) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is given in Note. 5 & 36 to the Standalone
Financial Statements.
6. There are no significant and material orders passed by the Regulators / Courts /
Tribunals which would impact the going concern status and the Company's operations in
future.
7. Material changes and commitments affecting the financial position of the company
which have occurred between the end of the financial year of the company to which the
financial statements relate and the date of the report: NIL.
8. Conservation of Energy, 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 Companies Act, 2013 read with
Rule 8 (3) of the Companies (Accounts) Rules, 2014 is annexed herewith as "Annexure
C".
9. Annual Return:
Annual Return in Form MGT-7 is available at the Company's website www.modinaturals.com
and the weblink: https://modinaturals.com/compliance-reports/
10. Particulars of Employees:
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are annexed at Page -28 of this report.
Pursuant to the provisions of Section 136(1) of the Companies Act, 2013, the statement
containing particulars of employees as required under Section 197(12) of the Companies
Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, will be available for inspection at the Registered Office of the
Company during working hours and Members interested in obtaining a copy of the same may
write to the Company Secretary and the same will be furnished on request. Hence, the
Annual Report is being sent to the Members excluding the aforesaid information
No Director of the company, including its Managing Director or Whole-Time Director, is
in receipt of any commission from the Company or its Subsidiary Company.
11. Disclosures of transactions of the listed entity with any person or entity
belonging to the promoter / promoter group which hold(s) 10% or more shareholding in the
listed entity, in the format prescribed in the relevant accounting standards for annual
results: Details are given in Note. 36 to the Standalone Financial Statements.
12. Number of other board of directors or committees in which a director is a member or
Chairperson, including separately the names of the listed entities where the person is a
director and the category of directorship:
Disclosed in the Report on Corporate Governance "Annexure D".
13. Detailed reasons for the resignation of an independent director who resigns before
the expiry of his tenure along with a confirmation by such director that there are no
other material reasons other than those provided: Not Applicable
14. Business Responsibility Reporting: Not Applicable
15. Details of Subsidiary Companies, Joint Venture and Associate Companies, and their
financial position:
The information as required under the first proviso to sub-section (3) of Section 129
in Form AOC-1 is annexed herewith as "Annexure F".
16. Details in respect of frauds reported by auditors under section 143(12) of the
Companies Act, 2013:
During the year under review, there were no frauds reported by the auditors to the
Audit Committee or the Board under section 143(12) of the Companies Act, 2013.
17. List of all credit ratings obtained by the entity along with any revisions thereto
during the relevant financial year, for all debt instruments of such entity or any fixed
deposit programme or any scheme or proposal of the listed entity involving mobilization of
funds, whether in India or abroad:
RATING AGENCY |
FACILITIES / INSTRUMENTS |
RATING / OUTLOOK |
Infomerics Valuation and Ratings |
Long Term Bank Facilities |
IVR BB+/ Positive Outlook |
Infomerics Valuation and Rating |
Short Term Bank Facilities |
IVR A4+ |
18. Key Financial Ratios (Explanations for significant change i.e., change of 25% or
more as compared to the immediately previous financial year) : Refer Note 42 to Standalone
Financial statements.
19. There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.
20. There was no instance of one-time settlement with any Bank or Financial
Institution.
21. Details of any change in Return on Net Worth as compared to the immediately
previous financial year along with a detailed explanation thereof:
PARTICULARS |
2023-24 |
2022-23 |
% CHANGE |
EXPLANATIONS |
Return on Net Worth |
0.01 |
0.01 |
Nil |
Increase in net worth and decline in net profit |
CORPORATE GOVERNANCE
Your company re-affirms its commitment to good corporate governance practices. The
company complies with corporate governance requirements specified in Regulation 17 to 27
and Regulation 46 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, whichever applicable.
Pursuant to Schedule V of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 the Report on Corporate Governance which forms a part of this Report,
has been annexed herewith as "Annexure D".
Chief Executive Officer/Managing Director and Chief Financial Officer have certified to
the Board with regard to the financial statements and other matters as required under
Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. Practicing Company Secretary's Certificate regarding compliance of
conditions of Corporate Governance, is made a part of this Director's Report. All the
Board Members and Senior Management personnel have affirmed compliance with the code of
conduct for the year 2023-24.
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(3)(c) & (ca) of the Companies Act,
2013, the Board of Directors, to the best of their knowledge and ability, state that:
i. In the preparation of the annual accounts for the financial year ended March 31,
2024, the applicable accounting standards have been followed:
ii. The directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year ended on
March 31, 2024, and the profit of the Company for the year ended on that date:
iii. The directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities:
iv. The directors have prepared the annual accounts on a going concern basis:
v. The directors have laid down internal financial controls to be followed by the
Company and such internal financial controls are adequate and operating effectively: and
vi. The directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
CAUTIONARY STATEMENT
Management Discussion and Analysis forming part of this Report is in compliance with
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and such
statements may be "forward-looking" within the meaning of applicable securities
laws and regulations. Actual results could differ materially from those expressed or
implied, important factors that could make a difference to the Company's operations
include economic conditions affecting demand / supply and price conditions in the domestic
and overseas markets in which the Company operates, changes in the Government regulations,
tax laws and other statutes and other incidental factors.
ACKNOWLEDGEMENT
The Board takes this opportunity to place on record appreciation to Customers,
Distributors, Dealers, Suppliers, Shareholders, Bankers and Government authorities for
their continued support and co-operation during the year under review. The Directors also
wish to place on record their appreciation to the employees at all levels for their
continued cooperation and commitment.
for and on behalf of the Board |
Sd/- |
Anil Modi |
Chairman & Managing Director |
DIN:00187078 |
06th September 2024, New Delhi |
#MDEnd#