To,
The Members,
The Board of Directors has pleasure in presenting the 15th Annual Report of
Sealmatic India Limited (formerly known as Sealmatic India Pvt. Ltd (hereinafter referred
to as "Sealmatic", "SIL" or "the Company") alongwith the
Audited Financial Statements for the Financial Year ended 31st March, 2024
("the year/period under review")
I. Financial Summary
(Rs. In Lakhs)
Particulars |
For the year ended |
|
31st March, 2024 |
31st March, 2023 |
Revenue from Operations |
7101.68 |
5,854.05 |
Other Income |
223.31 |
107.42 |
Total Revenue |
7324.99 |
5,961.47 |
Material Cost |
2624.65 |
2,260.66 |
Other Expenses |
3105.89 |
2,076.00 |
Interest/Finance Cost |
33.33 |
23.69 |
Depreciation |
207.38 |
120.83 |
Total Expenses |
5971.25 |
4,481.18 |
Profit Before Tax |
1353.74 |
1,480.29 |
Income Tax Provision |
368.25 |
382.18 |
Profit after Tax |
985.49 |
1098.11 |
EBDITA |
1594.45 |
1624.81 |
Share Capital |
905.00 |
905.00 |
Reserves & Surpluses |
7871.12 |
6985.18 |
Net Worth |
8776.12 |
7890.18 |
Imports |
1568.08 |
1,202.90 |
Exports |
4325.57 |
3,625.24 |
Earnings per share in Rs. (Basic/Diluted) |
10.89 |
14.93 |
Dividend % Note 3 |
11.00 |
11.00 |
Book Value |
96.97 |
87.18 |
Notes:
1. The above figures are extracted from the audited financial statements prepared as
per Indian Generally Accepted Accounting Principles (GAPP).
2. Equity Shares are at Face Value of Rs. 10 per share.
3. The Board of Directors propose a final dividend of Rs. 1.10 per share of Rs.10 each.
(11%)
REVIEW:
Our performance in 2023 - 2024 demonstrates the value of our solutions and expertise
towards essential sealing technology. Demand for our critical services and products is
strong in both our domestic and evolving markets.
Annual Report 2023-24
As a leading sealing technology company with an ultra-modern manufacturing unit in
Mumbai and an additional capacity expansion is under commissioning in Kaman (by June 2024)
both the manufacturing facilities are geared to deliver cutting edge sealing products to
the global market. Sealmatic is working with partners including end users and OEMs
alongwith EPCs, LSTKs and other stake holders in the oil & gas, refinery,
petrochemical, chemical, pharmaceutical, fertilizer, power, mining, pulp & paper,
aerospace, marine and many more industrial applications.
Based on the PTRs that we have as credentials, we have been selected and are a sought
after company to deliver high critical mechanical seals, to name a few: The Rumaila Oil
Fields which involved high critical API 682 mechanical seals, The Lift Irrigation Project
in Andhra Pradesh which involved the largest split mechanical seals ever produced in the
country, The IOCL Mathura Refinery OISD project which involved intricate and demanding
application in a refinery, coupled with installation and commissioning of mechanical seals
for high temperature applications, exceeding 350 degree celsius, these projects are to
name a few and the body of work undertaken by Sealmatic is commendable and respected
globally.
The footprint of Sealmatic is ever expanding with key assets being deployed at
strategic locations, viz: Pune (a team of 5), Chennai (a team of 3), Kolkata (a team of
3), Baroda (a team of 3) and Mumbai (a team of 11). In addition, we have established sales
offices in Dublin (Ireland) to oversee the market in Europe and in Houston (USA) to
oversee the market in North America, the collective potential of both these regions is USD
2.25 Billion and we are making a very serious commitment in these territories. We see a
long-term potential and we have put our best foot forward in these highly competitive but
huge markets. To pursue the market in USA it is mandatory that a company needs to have
ASME U Stamp, a certificate which Sealmatic has achieved and the doors are now open to
pursue this highly competitive market in the USA.
Strategic partnerships have been arrived upon in high growth areas, viz: in the UAE we
have signed an agreement with Habshan in October 2023 to look after the UAE market (market
potential of USD 60 Million), in Thailand we have signed an agreement with PSS Group in
August 2023 to look after the market in Thailand (market potential of USD 40 Million), in
the USA we have signed an agreement with EcoTech in September 2023 to look after the USA
market (market potential of USD 1.25 Billion).
The market in the Middle East has presented us with many opportunities due to the
approval of ADNOC, which Sealmatic attained in the shortest possible time frame and this
opens doors for us to participate in the projects that are envisaged in excess of USD 50
Billion, spread over a period of five years, similar efforts are put in by our team in
Oman, Qatar, Kuwait and Saudi Arabia, where initial reports and findings encourage us to
make strategic partnerships and long term investments in these regions as well.
Most importantly the market in Russia was closed because of its very protective nature,
but due to the conflict in Ukraine, that market is now open for us and we have made
significant progress over there, thus participating in exhibitions such as: NEFTEGAZ
(April 2024) in Moscow and PCV (October 2023) in Moscow, the response that we have
garnered at both these exhibitions was overwhelming, we see a lot of traction in Russia in
the coming years with profitable business. Additionally, to put a strong thrust, Sealmatic
also has got the Russian certifications of TRCU 032 and TRCU 012 which is mandatory to be
accepted as a mechanical seal company in the oil & gas and refineries in Russia.
The business area of Defence and Nuclear is now well covered by achieving the
certification of ISO 19443 (Nuclear) and the DGQA (Defence), it would be noteworthy to
mention that Sealmatic was the second company in India to get the ISO 19443 certification
and also to get the coveted DGQA certification for Defence through a very stringent
process, having achieved both these certificates it has paved way for us to penetrate the
coveted markets, which are long term, profitable and sustainable.
We have established a team of engineers who will exclusively pursue this business in
the Defence and Nuclear sector.
Sealmatic in the past year has invested and will keep investing heavily in reaching out
to markets and geographies, for which it has participated and will keep participating in
important industrial exhibitions viz: Defence Technology Expo (Chennai September 2023),
Pump Symposium (Houston USA September 2023) , ADIPEC (UAE October 2023), Dahej Industrial
Expo (Dahej December 2023), EGYPES (Egypt February 2024) , OTC (Houston USA May 2024),
Chemtech (Mumbai March 2024), ACHEMA (Frankfurt Germany 2024) and many other efforts in
the market place.
Participation in such industrial exhibitions allow Sealmatic to demonstrate Sealmatic's
passion about offering cutting edge solutions for rotating equipment to run more
efficiently, consume less energy and operate efficiently with improved performance across
many industrial applications.
We are committed to serving the needs of the industry and continue to invest in our
global presence and infrastructure to be close to our customers.
2. PERFORMANCE DURING THE YEAR UNDER REVIEW
The Financial year 2023-2024 was the year of achieving a substantial growth in respect
of revenue, profits after tax and EBIDTA. A gist of the achievements during the year is as
under:
Sr. No. Parameters |
F Y 2023-24 (Rs. in lakhs) |
FY 2022-23 (Rs. in lakhs) |
Change In absolute terms (Rs. in lakhs) |
In % |
1 Revenue from operations |
7101.68 |
5854.05 |
1247.63 |
21.31 |
2 Total Revenue |
7324.99 |
5961.47 |
1363.52 |
22.87 |
3 Profit after Tax |
985.49 |
1098.11 |
(112.62) |
(10.26) |
4 EBDITA |
1594.45 |
1624.81 |
(30.36) |
(1.87) |
5 Revenue from Exports |
4325.57 |
3625.24 |
700.33 |
16.19 |
6 Revenue from Domestic |
2776.11 |
2405.55 |
370.56 |
15.40 |
3. DEPOSITS
The Company has not accepted any deposits from the public during the year under review.
4. CHANGES IN SHARE CAPITAL
During the year under the review there was no change in Authorised Share Capital and
Paid Up Share Capital. As on 31st March, 2024 the Authorised Share Capital of
the Company is Rs. 10 Crores.
During the year under review there was no change in Issued, Subscribed and Paid Up
Capital. The Paid- Up Share Capital as on 31st March, 2024 is Rs. 9,05,00,000/-
divided into 90,50,000 Equity Shares of Rs. 10/ - each.
As on 31st March, 2024 all the Equity Shares of the Company were traded in
electronic form as all the Equity Shares are held in Dematerialized Form.
The Company has not issued any Equity Shares with differential voting rights, sweat
equity shares, employees stock option and did not purchase its own shares. Hence there is
no information to be provided as required under Rule 4(4), Rule 8(13), Rule 12(9) and Rule
16(4) of the Companies (Share Capital and Debenture) Rules, 2014 and Section 62 of
Companies Act, 2013.
5. RESERVES
The Board of Directors has decided to retain the entire amount of profits in the profit
and loss account.
6. DIVIDEND
Your directors recommend a Dividend of Rs.1.10 per equity share, i.e., @ 11%, as Final
Dividend for the financial year ended on 31st March,2024.
7. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND ("IEPF")
During the year under review, no amount towards the unclaimed dividends was required to
be transferred to the Investor Education and Protection Fund established by the Central
Government in accordance with section 125 of the Companies Act, 2013 ("the
Act").
Pursuant to the provisions of Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules 2016 ("IEPF Rules"), as amended
from time to time, the shares on which dividend remains unpaid / unclaimed for seven
consecutive years or more shall be transferred to the Investor's Education and Protection
Fund (IEPF). During the year under review, the Company has not transferred any equity
share to the IEPF.
8. CHANGE IN NATURE OF BUSINESS
During the year under review there was no change in nature of Business of Company and
no changes were made to Main Object of Memorandum of Association.
9. SUBSIDIARY AND ASSOCIATE OF THE COMPANY
The Company does not have any subsidiary as on 31st March, 2024. In view of
this fact, provisions of Section 129 (3) of the Act and Regulation 34 (2) (b) of Listing
Regulations, 2015 are not applicable to the Company as on 31st March, 2024 and
hence the prescribed form AOC-1 is not annexed to this Report.
10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Annexed to this report as Annexure I.
11. DIVIDEND DISTRIBUTION POLICY
In accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure
Requirements) (Second Amendment) Regulations, 2016, the Company is not required to prepare
Dividend Distribution Policy.
12. ANNUAL RETURN
In accordance with the provisions of the Act, the Annual Return of the Company for the
year ended 2023-24 is hosted on website of the Company at: www.sealmaticindia.com
13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
Contracts or arrangements with related parties referred to under Section 188 of the
Act, entered into during the year under review, were on an arm's length basis. No material
contracts or arrangements with related parties were entered into during the year under
review. Accordingly, no transactions are being reported in form AOC- 2 in terms of section
134 of the Act.
14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
During the year under review neither any loans nor any guarantees were extended to
Company in which Directors are interested, which were covered under Section 186 of the
Act.
15. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has established a vigil mechanism to provide avenues to the stakeholders to
bring to the attention of the management, the concerns about behaviors employees that
raise concerns including fraud by using the mechanism provided in the Whistle Blower
Policy.
16. STATEMENT REGARDING THE DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY
The Company has not developed and implemented any risk management policy as the risk
threatening the business activity carried out by the Company during the year are minimal.
17. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
To signiOcant or material order was passed during the year under review by any
regulators, courts or tribunals impacting the going concern status of the Company or its
future operations. The Company has not Oled any application or no proceeding is pending
against the Company under the Insolvency and Bankruptcy Code, 2016, during the year under
review.
18. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments aOecting the Onancial position of
the Company which have occurred between the end of the Onancial year of the Company to
which the Onancial statements relate and the date of this Report.
19. CHANGE OF NAME
During the year under review the name of the Company has not been changed.
20. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE
The Company has complied with provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and Rules framed thereunder, to redress complaints
received regarding sexual harassment. The Company has in place a policy in line with the
requirements of the said Act. During the year under review, nil complaint with allegations
of sexual harassment was received by the Company.
21. DECLARATIONS BY INDEPENDENT DIRECTORS
The Independent Directors have given a declaration to the Company that they meet the
criteria of independence as per Section 149(6) of the Act and Regulation 25 of the Listing
Regulations, 2015.
22. DIRECTORS & KEY MANAGEMENT PERSONNEL
I. Composition of Board & Board Meetings
The Board of Directors of the Company has an optimum combination of Executive,
Non-Executive and Independent Directors. As on the 31st March, 2024, the Board
comprises of 5 (Five) Directors, out of which 2 are Executive Directors and 3 are
non-Executive that includes one Woman Director. The Chairman of the Board is an
Non-Executive Director.
The Board of Directors duly met 6 times during the year. The Composition, category and
attendance of each Director at the Board and Annual General Meeting of each Director is as
follows: -
Name of the Director |
DIN |
Category of Directorship |
No. of Board Meeting Entailed to attended |
No. of Board Meetings attended |
Attendance at the last AGM |
Mr. Umar A K Balwa |
00142258 |
Managing Director |
6 |
6 |
Yes |
Mr. Mohamad Hanif S. Chaudhary |
02817594 |
Whole Time Director |
6 |
6 |
Yes |
Ms. Sania U. Balwa |
08239375 |
Non-Executive Director (Woman Director) |
6 |
2 |
Yes |
Mr. Deepak A. Ghangurde |
09799885 |
Independent Director |
6 |
4 |
Yes |
Mr. Ajoy Balkrishna |
09801722 |
Independent Director |
6 |
3 |
No |
II. INDUCTIONS
During the year there were no inductions made on the Board.
III. CESSATIONS:
During the year there were no cessations on the Board.
IV. Retirement by Rotation
Mr. Mohammed Hanif S. Chaudhari is liable to retire by rotation at the ensuing Annual
General Meeting and being eligible offers himself for re-appointment.
V. Familiarization Program of Independent Directors
The Independent Directors have been updated with their roles, rights and
responsibilities in the Company by specifying them in their appointment letter along with
necessary documents, reports and internal policies to enable them to familiarize with the
Company's procedures and practices. The Company endeavors, through presentations at
regular intervals, to familiarize the Independent Directors with the strategy, operations
and functioning of the Company and also with changes in the regulatory environment having
a significant impact on the operations of the Company and the industry as a whole The
Independent Directors also meet with senior management team of the Company in informal
gatherings. During the year 2023-24, the Company has conducted 4 programs for
familiarizing the Directors for a total duration of 6 hours.
VI. Profile of Directors seeking appointment / re-appointment
Since there are no appointment / re-appointment as required under regulation 36(3) of
SEBI (LODR), 2015, particulars of the Directors retiring and seeking reappointment and
appointment at the ensuing Annual General Meeting is not annexed.
VII. Key Managerial Personnel
As on the date of this report, the following persons are the Key Managerial
Personnel(s) of the Company:
a) Mr. Umar Abdulkarim Balwa, Chairman & Managing Director;
b) Mr. Mohamed Hanif Sharifbhai Chaudhari, Whole Time Director;
c) CA Ratan Bhabutlal Kandare, Chief Financial Officer;
d) CS Neha Chheda, Company Secretary And Compliance Officer.
VIII. Declaration from Independent Director
All the Independent Directors of the Company have given their declarations stating that
they meet the criteria of independence as prescribed under the Section 149(6) of the
Companies Act, 2013 read with the rules made there under and in the opinion of the Board,
the Independent Directors meet the said criteria.
During the year under review the Independent Directors duly met pursuant to the
provisions as specified in Schedule IV of the Companies Act, 2013 and the quorum was
present throughout the meeting.
23. AUDIT COMMITTEE
The Audit Committee is duly constituted in accordance Section 177 of the Companies Act,
2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014
as amended from time to time. It adheres to the terms of reference which is prepared in
compliance with Section 177 of the Companies Act, 2013, and SEBI (LODR) Regulations 2015.
The Audit Committee was constituted on 03/01/2023.
The Company Secretary acts as the Secretary to the committee and the Committee Members
are:
Name Category |
Position |
No. of Meetings held |
No. of Meetings attended |
Mr. Deepak A Ghangurde (Independent Director) |
Chairman |
4 |
4 |
Mr. Ajoy Balkrishna(Independent Diretor) |
Member |
4 |
4 |
Ms. Sania Umar Balwa (Non-Executive Non Independent Director) |
Member |
4 |
4 |
Two third of the members are Independent Directors and all the members are financially
literate. The composition, role, functions and powers of the Audit Committee are in line
with the requirements of applicable laws and regulations. The Audit Committee shall
oversee financial reporting process and disclosures, review financial statements, internal
audit reports, related party transactions, financial and risk management policies,
auditors' qualifications, compliance with Accounting Standards etc. and oversee compliance
with Stock Exchanges and legal requirements concerning financial statements and fixation
of audit fee as well as payment for other services etc.
During the year under review Four Audit Committee Meetings were held on 29.05.2023,
21.08.2023, 10.11.2023 and 07.02.2024.
24. NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee is constituted in accordance with Section 178
of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and
its Powers) Rules, 2014 as amended from time to time.
The Nomination and Remuneration Committee was constituted on 03/01/2023.
The Company Secretary acts as the Secretary to the committee and the Committee Members
are:
Name Category |
Position |
No. of Meetings held |
No. of Meetings attended |
Mr. Deepak A Ghangurde (Independent Director) |
Chairman |
2 |
2 |
Mr. Ajoy Balkrishna(Independent Diretor) |
Member |
2 |
2 |
Ms. Sania Umar Balwa (Non-Executive Non Independent Director) |
Member |
2 |
2 |
During the year under review Two Nomination and Remuneration Committee Meetings were
held on 29.04.2023 and 29.05.2023.
The Board has in accordance with the provisions of sub-section (3) of Section 178 of
the Companies Act, 2013, formulated the policy setting out the criteria for determining
qualifications, positive attributes, independence of a Director and policy relating to
remuneration of Directors, Key Managerial Personnel and other employees. The said policy
is available on the website of the Company (www.sealmaticindia.com).
25. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Corporate Social Responsibility Committee is constituted in accordance with Section
135 of the Companies Act, 2013 read with applicable rules as amended from time to time.
The members of the committee are as follows:
Name Category & Position |
No. of Meetings held |
No. of Meeting attended |
Mr. Umar A K Balwa(Managing Director) Chairman |
2 |
2 |
Mr. Mohamad Hanif S. Chaudhary (Whole Time Director) Member |
2 |
2 |
Mr. Deepak Ghangurde (Independent Director) Member |
2 |
2 |
The meeting of Corporate Social Responsibility Committee were held on 29.05.2023 and
10.11.2023.
26. STAKEHOLDERS' RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee was constituted on 3rd January, 2023
and is in compliance with the requirements of Section 178 of the Companies Act, 2013.
Company Secretary is the Compliance Officer, who acts as the Secretary to the Committee
and the Members of the Committee are:
Name Category & Position |
No. of Meetings held |
No. of Meeting attended |
Mr. Deepak A Ghangurde (Independent Director) Chairman |
1 |
1 |
Mr. Ajoy Balkrishna(Independent Director) Member |
1 |
1 |
Ms. Sania Umar Balwa(Non-Executive Director) Member |
1 |
1 |
The Stakeholders Relationship Committee looks into shareholders' complaints related to
transfer of shares, non-receipts of balance sheet besides complaints from SEBI, Stock
Exchanges, Court and various Investor Forums. It oversees the performance of the
Registrars and Transfer Agent, and recommends measures for overall improvement in the
quality of investor services. The Company is in compliance with the SCORES, which has
initiated by SEBI for processing the investor complaints in a centralized web-based
redress system and online redressal of all the shareholders complaints.
The meeting of Stakeholders Relationship Committee was held on 29/05/2023.
During the year under review no grievances were received based on the reports from Kfin
Technologies Limited.
27. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The policy on Director's appointment and remuneration including criteria for
determining qualiOcations, positive attributes, independence of Director, and other
matters forms part of report on Corporate Governance. The detailed policy is available on
the Company's website at: www.sealmaticindia.com
28. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, the Board of Directors report that:
(a) in the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures;
(b) it has 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 aOairs of the Company at the end of the Onancial year and of the proOt or
loss of the Company for that period;
(c) proper and suOcient care has been taken 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;
(d) the annual accounts are prepared on a going concern basis;
(e) proper internal Onancial controls are in place and that such internal Onancial
controls are adequate and are operating eOectively; and
(f) systems to ensure compliance with the provisions of all applicable laws were in
place and that such systems were adequate and operating eOectively.
29. PARTICULARS OF EMPLOYEES AND RELATED INFORMATION
In terms of the provisions of Section 197 of the Act read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing
the disclosures pertaining to remuneration and other details as required under the Act and
the above Rules are provided in the Annual Report. The disclosures as speciOed under Rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
is annexed to this Report as Annexure II.
30. STATUTORY AUDITORS
M/s. R.R. Shah & Associates (Firm Registration Number: 112007W) Chartered
Accountants, the present Statutory Auditors ("Auditors") of the Company. The
Auditors were initially appointed as Auditors of the Company for the financial year
2014-15 and were re-appointed from time to time as Auditors of the Company until the
conclusion of Annual General Meeting ("AGM") to be held for financial year
ending on 31st March, 2026, as the provisions of Section 139(2) the Act read with Rule 5
of the Companies (Audit and Auditors) Rules, 2014 were not applicable at the time of
appointment/reappointment of the Auditors.
The Auditors' Report for the financial year 2023-24 does not contain any qualification,
reservation, adverse remark or disclaimer. The Statutory Auditors have not reported any
incident of fraud to the Audit Committee of the Company during the Onancial year 2023-24.
31. SECRETARIAL AUDITOR
Pitroda Nayan & Co., Company Secretaries, Ahmedabad were appointed as Secretarial
Auditor of the Company to conduct secretarial audit pursuant to the provisions of Section
204 of the Companies Act, 2013. The secretarial audit of the Company has been conducted on
a concurrent basis in respect of the matters as set out in the said rules and Secretarial
Audit Report given by Pitroda Nayan & Co., Company Secretaries, Ahmedabad, Secretarial
Auditor of the Company forms part of this report and is marked as Annexure-III'.
There are no qualifications, reservations or adverse remarks made by Pitroda Nayan
& Co., Company Secretaries, Ahmedabad, Secretarial Auditor of the Company, in their
report.
32. COST AUDITORS
As the overall turnover from all the products and services was not more than Rs. 100.00
crores during the immediately preceding financial year 2022-23, the provisions in respect
of Cost Audit are not applicable to the Company in terms of Rule 4 of the Companies (Cost
Records and Audit) Rules,2014.
33. INTERNAL AUDITOR
The Company has appointed M/s. MAKK & Co., Chartered Accountants, Mumbai (FRN
117246W) as Internal Auditor for the financial year 2024- 2025.
34. STATEMENT REGARDING THE DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY
The Company has not developed and implemented any risk management policy since the same
is not applicable to the company as the risk threatening the business activity carried out
during the year are minimal.
35. VIGIL MECHANISM
The Company believes in the conduct of its affairs in a fair and transparent manner to
foster professionalism, honesty, integrity and ethical behavior in its employees &
stakeholders. The Company has adopted a Whistle Blower Policy as a part of vigil
mechanism.
Also, the Code of Business Conduct (Code) lays down important corporate ethical
practices that shape the Company's value system and business functions and represents
cherished values of the Company.
36. ADEQUACY OF INTERNAL FINANCIAL CONTROL
The Company has designed and implemented a process driven framework for Internal
Financial Controls (IFC') within the meaning of the explanation to Section 134(5)
(e) of the Act. For the year ended March 31, 2024, the Board is of the opinion that the
Company has sound IFC commensurate with the nature and size of its business operations and
operating effectively and no material weaknesses exist. The
Company has a process in place to continuously monitor the same and identify gaps, if
any, and implement new and / or improved controls wherever the effect of such gaps would
have a material effect on the Company's operations. During the year, no reportable
material weakness was observed.
37. COMPLIANCE OFFICER
The Compliance Officer of the Company is Mrs. Neha Chheda who is the designated Company
Secretary of the Company.
38. SECRETARIAL STANDARDS
During the year under review, the Company has generally complied with applicable
Secretarial Standards issued by the Institute of the Company Secretaries of India.
39. INSURANCE
All the insurable interest of the Company including Plant & Machinery, Furniture
and Fixtures, Inventory and other insurable interest have been adequately insured.
40. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO
Information as required to be given under Section 134(3) (m) of the Act read with Rule
8(3) of the Companies (Accounts) Rules, 2014 is furnished in the annexure to this report
as Annexure IV.
41. LISTING FEES
The Equity Shares of the Company are listed on BSE - SME Segment and the Company has
paid the annual listing fees for the year 2024-2025.
42. STATEMENT ON FORMAL ANNUAL EVALUATION OF BOARD
Nomination and Remuneration Committee annually evaluates the performance of individual
Directors, Committees, and of the Board as a whole in accordance with the formal system
adopted by it. Further, the Board also regularly in their meetings held for various
purposes evaluates the performance of all the Directors, committees and the Board as a
whole. The Board considers the recommendation made by Nomination and Remuneration
Committee in regard to the evaluation of board members and also tries to discharge its
duties more effectively. Each Board member's contribution, their participation was
evaluated and the domain knowledge they bring. They also evaluated the manner in which the
information flows between the Board and the Management and the manner in which the board
papers and other documents are prepared and furnished.
43. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS:
During the year under review, there was no instance of one-time settlement with any
Bank/Financial Institution. Hence, the disclosure relating to difference between amount of
the valuation done at the time of onetime settlement and the valuation done while taking
loan from the Banks/Financial Institutions is not applicable to the Company.
44. CSR EPENDITURE
During the year Company was required to spend an amount of Rs. 23,18,310/- towards CSR
(Corporate Social Responsibility) and it has spent Rs. 23,19,000/- in Promoting Education,
Promoting Healthcare, Preventive Healthcare etc. which are covered under Section 135 read
with Schedule VII of the Companies Act, 2013 and the Companies (Corporate Social
Responsibility Policy) Rules, 2014. The annual report on Corporate Social Responsibility
activities, as required under Sections 134 and 135 of the Companies Act, 2013 read with
(Corporate Social Responsibility Policy) Rules, 2014 is provided in Annexure V which forms
the part of this Report.
45. REGISTRAR AND SHARE TRANSFER AGENT
The Company has appointed Kfin Technologies Limited as its Registrar and Share Transfer
Agent and executed post IPO Agreement for availing its various services.
46. HUMAN RESOURCE
Your Company considers its Human Resource as the key to achieve its objective. Keeping
this in view, your Company takes utmost care to attract and retain quality employees. Your
Company appreciates the spirit of its dedicated employees.
47. COMMENT ON NOCLAR
The management has not come across any non compliance of any rule and regulation nor it
has been reported by Senior professional accountants in service.
As per the Section 260 of Companies Act, 2013, the company has complied with guidance
as required to be under taken in accounts for NOCLART.
48. ACKNOWLEDGEMENTS
The Board of Directors is grateful and wish to record its appreciation for the
co-operation and support of the shareholders of the Company, Bankers of the Company,
clients of the Company and all employees including the workers, staff and management and
all others concerned with the Company's business.
Your Directors gratefully acknowledge the on-going support and co-operation provided by
Central and State Government, Stock Exchange, SEBI, NSDL, CDSL and other regulatory
bodies.
On behalf of the Board of Directors
Sd/- |
Sd/- |
Umar A K Balwa |
Hanif S. Chaudhari |
Managing Director |
Whole Time Director |
DIN :- 00142258 |
DIN :- 02817594 |
Date : 15/07/2024 |
|
Place: Mumbai |
|