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<dhhead>DIRECTORS' REPORT </dhhead>
TO
THE SHAREHOLDERS
The directors take pleasure in presenting the 24th
Annual Report together with the Audited Statement of Accounts of your Company for the
financial Year ended March 31, 2025.
1. FINANCIAL PERFORMANCE:
The Companys Financial Performance for the financial year ended
on 31st March, 2025 under review along with previous year figures are given
hereunder:
(Amount in 000)
PARTICULARS |
2024-2025 |
2023-2024 |
Revenue from operation including
other income |
95,599.59 |
1,43,931.28 |
Total Expenses |
59,740.47 |
1,20,856.05 |
Profit before tax |
35,859.11 |
23,075.23 |
Profit /(Loss) after tax |
27,145.30 |
18,575.13 |
Profit /Loss for the year Sub
Total (A) |
27,145.30 |
18,575.13 |
Transfer to General Reserve |
0 |
0 |
Proposed Dividend |
0 |
0 |
Tax on Dividend |
0 |
0 |
Sub Total (B) |
0 |
0 |
Balance carried to Balance sheet
(A-B) |
27,145.30 |
18,575.13 |
2. TRANSFER TO RESERVES:
The Board of Directors of your company, has decided not to transfer any
amount to the Reserves for the year under review.
3. DIVIDEND:
Profit but not declared: The Board of Directors of your company,
after considering holistically the relevant circumstances, has decided that it would be
prudent, not to recommend any Dividend for the year under review.
4. WEB LINK OF ANNUAL RETURN:
The Company is having and copy of annual return of Company has been
published on such website. The Link of the same is given below:
5. CAPITAL STRUCTURE:
There is no change in the Authorized and Paid-up Share Capital of the
company during the year.
The Authorized Share Capital of the Company is Rs.7,25,00,000/- (Rupees
Seven Crore and Twenty- Five Lakhs only) divided into 72,50,000 (Seventy-Two Lakhs and
Fifty Thousand) equity shares of Rs.10/- each.
The Issued, subscribed &Paid-up share capital of the Company is Rs.
6,85,00,000/- (Rupees SixCrore and Eighty-Five Lakhs only) divided into 68,50,000
(Sixty-Eight Lakhs Fifty Thousand) equity shares of Rs. 10/- each.
6. STATE OF AFFAIRS:
i. The Company is engaged in the business of Trading of precious and
non-precious metals.
ii. There has been no change in the business of the Company during the
financial year ended 31st March, 2025.
7. DEPOSITORY SERVICES:
The Companys Equity Shares have been admitted to the depository
mechanism of the National Securities Depository Limited (NSDL) and also the Central
Depository Services (India) Limited (CDSL). As a result, the investors have an option to
hold the shares of the Company in a dematerialized form in either of the two Depositories.
The Company has been allotted ISIN No. INE118Q01018.
Shareholders therefore are requested to take full benefit of the same
and lodge their holdings with Depository Participants [DPs] with whom they have their
Demat Accounts for getting their holdings in electronic form.
8. MATERIAL CHANGES DURING THE FINANCIAL YEAR.
There have been no material changes and commitments which have
occurred.
9. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF
FINANCIAL YEAR:
There have been no material changes and commitments, if any,
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.
10. APPLICATION UNDER SECURITIES AND EXCHANGE BOARD OF INDIA
(SETTLEMENT PROCEEDINGS) REGULATIONS, 2018;
There has been no application under Securities and Exchange Board of
India (settlement proceedings) regulations, 2018 during the financial year to which the
financial statements of the Company relate and the date of the report.
11 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:
During the year under review there has been no such significant
and material orders passed by the regulators or courts or tribunals impacting the going
concern status and companys operations in future.
12. CORPORATE SOCIAL RESPONSIBILITY:
The Company has not developed and implemented any Corporate Social
Responsibility initiatives, as the provisions of Section 135 of the Companies Act, 2013
are not applicable to the company.
13. STATUTORY AUDITORS
M/s Garima & Co., Chartered Accountants, were appointed as
Statutory Auditors of the company at the Annual General Meeting held on 16th
Day of August, 2024, for a term of five consecutive years from the conclusion of this
Annual General Meeting till the conclusion of sixth Annual General Meeting to be held in
2029, for a term of 5 (five) year.
The Report given by the Auditors on the financial statement of the
Company is part of this Report. There has been no qualification, reservation, adverse
remark or disclaimer given by the Auditors in their Report.
The statutory auditors report is annexed to this annual report. There
are no adverse remarks on disclosure by the statutory auditors in their report. They have
not reported any incident of fraud to the Audit Committee of the Company during the year
under review.
14. BOARDS COMMENT ON THE AUDITORS REPORT AND SECRETARIAL
AUDIT REPORT:
The Auditors Report for the financial year 2024-2025 given by M/s
Garima and Co., to the shareholders does not contain any qualification. The notes
to accounts referred to in the Auditors Report are self-explanatory and therefore do
not call for any comments.
The Secretarial Auditors Report for the financial year 2024-2025 given
by M/s R.C. Sharma and Associates to the shareholders does not contain any
qualification. The matters referred to in the Secretarial Auditors Report is
self-explanatory and therefore do not call for any comments.
15. DETAILS OF FRAUD REPORT BY AUDITOR:
As per auditors report, no fraud u/s 143(12) reported by the
auditor.
1. DIRECTORS
As per Section 152 of the Companies Act, 2013 Mr. Moon Goyal (DIN:
06831411), Whole Time Director of the Company who is retiring by rotation at the ensuing
Annual General Meeting, and being eligible, he offers himself for re-appointment.
DIRECTOR RETIRE BY ROTATION:
In accordance with section 152 of the Companies Act, 2013 Mr. Moon
Goyal (DIN: 06831411), Whole Time Director of the company shall be liable to retire by
rotation at the ensuing Annual General Meeting and being eligible, he offers himself for
re-appointment. The Additional information as required under Regulation 36(3) of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and Secretarial Standard - 2 is annexed as Annexure-A.
2. DISCLOSURE OF REMUNERATION OF EMPLOYEES COVERED UNDER RULE 5(2)
OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:
None of the employee of your company, who was employed throughout the
financial year, was in receipt of remuneration in aggregate of one crore and two
lakhs rupees or more or if employed for the part of the financial year was in
receipt of remuneration of Eight lakhs and fifty thousand rupees per month.
3. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The appointment of Key Managerial Personnel is mandatory as per Section
203 of the Companies Act, 2013 as the company fall in the limits as prescribed under
section 203 of the Companies Act 2013(Act).
The existing composition of the Company's board is fully in conformity
with the applicable provisions of the Act 2013 and applicable regulations of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations,2015 having the following directors
and Key managerial Personnel: Non-Executive Independent Directors,
namely, Mr. Nikhil Sundrani (DIN: 10710710), Mrs. Sohini Bansal (DIN: 09822553) and
Mr. Abhishek Sharma (DIN: 06387076), Mr. Satish Kumar Goyal (DIN: 00095295) as Managing
Director, Mr. Ashok Kumar Goyal (DIN: 00095313) as Chairman cum Whole time Director, Mr.
Moon Goyal (DIN: 06831411) as Whole time Director and Ms. Amit Kaur Lamba as Company
Secretary & Compliance Officer and Mr. Abhay Kumar Pal as Chief Financial Officer
(CFO) of the company.
4. DECLARATION BY THE INDEPEDNENT DIRECTORS:
The Company has received declarations from all Independent Directors of
the Company confirming that they continue to meet the criteria of independence as
prescribed under Section 149 of the Companies Act 2013, Regulations 16 of the Securities
and Exchange board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015. The Independent Directors have also confirmed that they have complied with the
Companys code of conduct.
5. CHANGES IN KEY MANAGERIAL PERSONNEL/DIRECTORS:
There are changes in Key Managerial Personnel/Directors during the
financial year 2024-2025.
During the Financial Year under review following changes in Key
Managerial Personnel/Directors had occurred:
1. Re-Appointment of Mr. Satish Kumar Goyal (DIN: 00095295) as Managing
Director of the Company who retires by rotation and being eligible, offers himself for
re-appointment. in the last Annual General Meeting held on 16.08.2024.
2. Re-Appointment of Mr. Ashok Kumar Goyal (DIN: 00095313) as
Whole-Time Director of the Company for the Further Period of 5 Years and Payment of
Remuneration Therein in the last Annual General Meeting held on 16.08.2024.
3. Appointment of Mr. Nikhil Sundrani (Din: 10710710) as an Independent
Director of the Company in the last Annual General Meeting held on 16.08.2024.
4. Appointment of Mrs. Sohini Bansal (Din: 09822553) as an Independent
Director of the Company in the last Annual General Meeting held on 16.08.2024
5. Appointment Of Mr. Abhishek Sharma (Din: 06387076) as an Independent
Director of the Company in the last Annual General Meeting held on 16.08.2024
6.. Appointment of Ms. Amit Kaur Lamba as the Company Secretary and
Compliance Officer of the company w.e.f 27th day of August, 2024 to fill casual
vacancy caused by Resignation of Mrs. Cheena Golani from the post of Company Secretary and
Compliance Officer of the company w.e.f 23rd day of August, 2024.
7. Retirement of Mr. Rajesh Kumar Gupta (DIN: 01048355) from the
position of Non-Executive Independent director of the company w.e.f 22.09.2024.
8. Retirement of Mr. Amol Doneria (DIN: 06897314) from the position of
Non-Executive Independent director of the company w.e.f 22.09.2024.
9. Retirement of Mrs. Astha Sharma (DIN: 01888937) from the position of
Non-Executive Independent director of the company w.e.f 22.09.2024.
22. CURRENT STRUCTURE OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
S.No. DIN/PAN |
Name |
Designation |
1. 00095295 |
Mr. Satish Kumar Goyal |
Managing Director |
2. 06831411 |
Mr. Moon Goyal |
Whole-time Director |
3. 00095313 |
Mr. Ashok Kumar Goyal |
Chairman and Whole-time
Director |
4. 09822553 |
Mrs. Sohini Bansal |
Non-Executive Independent
Director |
5. 10710710 |
Mr. Nikhil Sundrani |
Non-Executive Independent
Director |
6. 06387076 |
Mr. Abhishek Sharma |
Non-Executive Independent
Director |
7. BCTPL7648K |
Mr. Amit Kaur Lamba |
Company Secretary cum
Compliance Officer |
8. AVIPP1796K |
Mr. Abhay Kumar Pal |
CFO |
21. LISTING OF SHARES
The Companys shares are listed on SME Platform of BSE Limited. 22.
INTERNAL CONTROL SYSTEM
The Company has a well-placed, proper and adequate internal control
system, which ensures that all assets are safeguarded and protected and that the
transactions are authorized, recorded and reported correctly. The Companys internal
control system comprises audit and compliance by in-house Internal Audit Division,
supplemented by internal audit checks. Independence of the audit and compliance is ensured
by direct reporting of Internal Audit Division to the Audit Committee of the Board.
23. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:
The Company does not have any Subsidiary, Joint Venture or Associate
Company and no company have become or ceased to be companys subsidiary, joint
venture and associate companies during the financial year 2024-2025.
HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE
COMPANIES AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY DURING THE
PERIOD UNDER REPORT
The Company does not have any Subsidiary, Joint Venture or Associate
Company and not required to report on the highlights of performance of subsidiaries,
associates and joint venture companies and their contribution to the overall performance
of the company during the period under report.
24. RISK MANAGEMENT POLICY:
The Company has developed and implemented a risk management policy
which identifies major risks which may threaten the existence of the Company. The same has
also been adopted by your Board and is also subject to its review from time to time. Risk
mitigation process and measures have been also formulated and clearly spelled out in the
said policy
The Board of the Company has evaluated a risk management to monitor the
risk management plan for the Company. The audit committee has additional oversight in the
area of financial risks and controls. Major risks identified by the businesses and
functions are systematically addressed through mitigating actions on a continuing basis.
The Risk Management Policy is available on the website of the Company
at .
25. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:
During the year, your Company entered into related party transactions
with Directors, Key Managerial Personnel (KMP), their relatives, and
subsidiaries. All such transactions were in the ordinary course of business, conducted on
an arms length basis, and fully compliant according to applicable laws and
regulations.
From April 1,2025 Regulation 23 of SEBI LODR, applicable to SME-listed
entities with paid-up equity over ?10 crore or net worth exceeding ?25 crore.
In accordance with Regulation 23, the Company has:
Adopted a Board-approved policy defining material RPTs as those
exceeding ?50 crore or 10% of annual consolidated turnover in the meeting held 27.05.2025
Obtained prior approval from the Audit Committee (only
independent directors) for all RPTs and material amendments.
Will secure shareholder approval for RPTs crossing the
materiality thresholdwithout related parties voting. (if require)
Utilized annual omnibus approvals for recurring transactions
within specified limits, with quarterly reviews by the Audit Committee.
Included robust disclosures in line with SEBI guidelines in all
Audit Committee, Board, and shareholder communications.
Pursuant to Sections 188 and 134 of the Companies Act, 2013, and the
Companies (Accounts) Rules, 2014, the Form AOC-2 detailing these transactions and
justifications is enclosed as Annexure-E to this Report.
26. POLICY ON SEXUAL HARASSMENT:
The Company has adopted a policy for prevention of sexual harassment at
the workplace, in line with the requirements of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act). An
Internal Complaints Committee (ICC) has been duly constituted as per the
provisions of the POSH Act to redress complaints regarding sexual harassment at the
workplace.
During the financial year under review, the Company has complied with
all the provisions of the POSH Act and the rules framed thereunder. Further details are as
follow:
a. Number of complaints of Sexual
Harassment received in the Year |
NIL |
b. Number of Complaints disposed
off during the year |
NA |
c. Number of cases pending for
more than ninety days |
NA |
27. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END
OF THE FINANCIAL YEAR.
There is no application made or any proceeding pending under the
insolvency and bankruptcy code, 2016 during the year.
28. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT
THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:
During the period under review, there has been no one time settlement
from the banks or financial institutions.
29. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND ("IEPF");
The company does not have any dividend which remains unclaimed/unpaid
for a period of seven years from the date of transfer to the unpaid dividend account and
hence no amount has been transferred to the IEPF established by the Central Government.
30. DISCLOSURE OF THE ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING
RIGHTS IN THE FINANCIAL YEAR;
Particulars under Rule 4(4) of the Companies (Share Capital and
Debentures) Rules, 2014 do not apply to the company as the company has not issued any
equity shares with differential voting rights during the financial year.
31. HUMAN RESOURCES AND INDUSTRIAL RELATIONS
The Company is pleased to report that during the year under reporting,
the industrial relations were cordial.
32. FIXED DEPOSITS
During the year under review, the Company has not accepted any fixed
deposits from the public, and as on March 31, 2025 the Company had no unclaimed deposits
or interest thereon due to any depositor.
33. DEPOSITS:
The Company has not accepted any deposits from public under Chapter V
of the Companies Act, 2013, during the financial year under review.
34. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTIONAND FOREIGN EXCHANGE
EARNING AND OUTGO:
Information regarding Energy Conservation, Technology absorption and
Foreign Exchange earnings and outgo as per Section 134(3)(m) of the Companies Act, 2013
read with the Companies (Accounts) Rule 2014, are given under:
A. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
Energy consumed during the year does not constitute a significant
amount, thus Particulars under Rule 8(3) of the Companies (Accounts) Rules, 2014 and
Section 134(3) (m) of the Companies Act, 2013 on Conservation of Energy, Technology
Absorption are not applicable to the Company, hence no disclosure has been made in this
report.
B. FOREIGN EXCHANGE EARNINGS & OUTGO
Value of Imports : NIL Expenditure in Foreign Currency : NIL
Value of Imported Raw Material : NIL Foreign Exchange Earning during
the year : NIL
35. MEETINGS OF THE BOARD OF DIRECTORS:
The Board of Directors of the Company met Seven times during the
year on 17.05.2025, 30.05.2025, 23.07.2025, 23.08.2025, 27.08.2025, 14.11.2025 and
10.02.2025 in respect of which proper notices were given and the proceedings were
properly recorded, signed and maintained in the Minutes book kept by the Company for the
purpose. The intervening gap between the Meetings was within the period prescribed under
the Companies Act, 2013.
The details of attendance of the Director at the meetings held during
the year under review is stated herewith:
S.No. Name |
Designation |
No. of Entitled to Attend |
No. of Meetings Attended |
1. Mr. Satish Kumar Goyal |
Managing Director |
7 |
7 |
2. Mr. Ashok Kumar Goyal |
Chairman and Wholetime
Director |
7 |
7 |
3. Mr. Moon Goyal |
Whole-time Director |
7 |
7 |
4. Mr. Rajesh Kumar Gupta |
Non-Executive Independent
Director |
5 |
5 |
5. Mrs. Astha Sharma |
Non-Executive Independent
Director |
5 |
5 |
6. Mr. Amol Doneria |
Non-Executive Independent
Director |
5 |
5 |
7. Mr. Abhishek Sharma |
Non-Executive Independent
Director |
4 |
4 |
8. Mr. Nikhil Sundrani |
Non-Executive Independent
Director |
4 |
4 |
9. Mrs. Sohini Bansal |
Non-Executive Independent
Director |
4 |
4 |
36. ANNUAL PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act, 2013 read with the
Companies (Accounts) Rules, 2014 a formal annual evaluation needs to be made by the Board
of its own performance and that of its committees and individual directors. Schedule IV of
the Companies Act, 2013 states that the performance evaluation of the independent
directors shall be done by the entire Board of Directors, excluding the director being
evaluated. The Board works with the Nomination and Remuneration Committee to lay down the
evaluation criteria. The Board has carried out an evaluation of its own performance, the
directors individually as well as (including chairman) the evaluation of the working of
its Audit Committee, Nomination and Remuneration Committee, Stakeholders
Relationship Committee of the Company.
The Board has devised questionnaire to evaluate the performances of
each of Executive, NonExecutive and Independent Directors. Such questions are prepared
considering the business of the Company and the expectations that the Board have from each
of the Directors. The evaluation framework for assessing the performance of Directors
comprises of the following key areas:
1. Attendance at the Board Meetings and Committee Meetings;
2. Quality of contribution to Board deliberations;
3. Strategic perspectives or inputs regarding future growth of Company
and its performance;
4. Providing perspectives and feedback going beyond information
provided by the management.
37. SEPARATE MEETINGS OF INDEPENDENT DIRECTORS
As stipulated by the Code of Independent Directors under Schedule IV of
the Companies, Act, 2013, a separate meeting of the Independent Directors of the Company
was held to review the performance of Non- Independent Directors, the Board as whole,
including the Chairman of the Company and to discuss the matters related to the quality,
quantity and timeliness of flow of information between the Company management and the
Board. The Independent Director Meeting for this Matter was held by the Company on 1st
March, 2025 and the information regarding this matter has been preserved and kept under
record by the Company Secretary of the Company.
38. COMMITTEE MEETINGS:
The Audit Committee met 5 times during the financial year ended March
31, 2025. The Stakeholders Relationship Committee met 4 times during the financial ended
March 31, 2025. The nomination and remuneration committee met 4 times during the financial
year ended March 31, 2025. Members of the Committees discussed the matter placed and
contributed valuable inputs on the matters brought before.
Additionally, during the financial year ended March 31, 2025 the
Independent Directors held a separate meeting in compliance with the requirements of
Schedule IV of the Companies Act, 2013 and Regulation 25 of Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 on
01.03.2025.
1. AUDIT COMMITTEE:
In Compliance with Section 177 of the Companies Act, 2013 and Rules 6
& 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has
constituted the following Audit Committee, with a majority of Independent Directors and at
least three members:
Committee Composition
Mr. Abhishek Sharma - Chairman (Non-Executive Independent
Director)
Mrs. Sohini Bansal - Member (Non-Executive Independent Director)
Mr. Satish Kumar Goyal - Member (Managing Director)
Transition during the year:
Prior to 22 September 2024, the Committee included: o Mr. Rajesh Kumar
Gupta (DIN: 01048355) - Independent Director o Mr. Amol Doneria (DIN: 06897314) -
Independent Director o Mr. Ashok Kumar Goyal (DIN:00095313)-Whole Time Director
These members except Mr. Ashok Kumar Goyal (DIN:00095313) retired on 22
September 2024.
Effective 23 September 2024, the current Committee (with Mr.
Abhishek Sharma, Mrs. Sohini Bansal, and Mr. Satish Kumar Goyal) took over.
During the financial year 2024-25, the Committee met 4 (Four) times on
25.05.2024,
15.07.2024, 11.09.2024, 11.11.2024, and 25.02.2025.
Audit Committee Meetings & Attendance (FY 2024-25)
Name of the Director |
Position in committee |
No. of meetings attended |
Mr. Amol Doneria |
Chairman |
3 |
Mr. Rajesh Kumar Gupta |
Member |
3 |
Mr. Ashok Kumar Goyal |
Member |
3 |
Mr. Abhishek Sharma |
Chairman |
2 |
Mrs. Sohini Bansal |
Member |
2 |
Mr. Satish Kumar Goyal |
Member |
2 |
*Eligible Meetings:
Meetings before reconstitution (i.e., before 22 Sep 2024):
25 May 2024, 15 July 2024,
11 Sep 2024
Meetings after reconstitution (i.e., on or after 23 Sep 2024):
11 Nov 2024, 25 Feb 2025
2. STAKEHOLDER RELATIONSHIP COMMITTEE:
The company has duly constituted the Stakeholder Relationship Committee
with Mr. Abhishek Sharma (Non-Executive Independent Director and Chairman of the
committee), Mr. Nikhil Sundrani (Non-Executive Independent Director and member of the
committee) and Mr. Satish Kumar Goyal (Managing Director and member of the committee).
Transition during the year:
Prior to 22 September 2024, the Committee included:
o Mr. Rajesh Kumar Gupta (DIN: 01048355) - Independent Director o Mr.
Amol Doneria (DIN: 06897314) - Independent Director o Mr. Ashok Kumar Goyal
(DIN:00095313)-Whole Time Director
These members except Mr. Ashok Kumar Goyal (DIN:00095313) retired on 22
September 2024.
Effective 23 September 2024, the current Committee (with Mr.
Abhishek Sharma, Mrs. Sohini Bansal, and Mr. Satish Kumar Goyal) took over.
During the financial year 2024-25, the Committee met 4 (Four) times on
25.05.2024,
16.07.2024, 12.11.2024, and 26.02.2025.
?2. Stakeholder Relationship & Attendance (FY 2024-25)
Name of the Director |
Position in committee |
No. of meetings attended |
Mr. Amol Doneria |
Chairman |
3 |
Mr. Rajesh Kumar Gupta |
Member |
3 |
Mr. Ashok Kumar Goyal |
Member |
3 |
Mr. Abhishek Sharma |
Chairman |
2 |
Mrs. Sohini Bansal |
Member |
2 |
Mr. Satish Kumar Goyal |
Member |
2 |
*Eligible Meetings:
Meetings before reconstitution (i.e., before 22 Sep 2024):
25 May 2024, 16 July 2024
Meetings after reconstitution (i.e., on or after 23 Sep 2024):
12 Nov 2024, 26 Feb 2025
3. NOMINATION AND REMUNERATION COMMITTEE:
The Board has a Nomination and Remuneration policy, which is generally
in line with the existing industry practice and applicable laws. The policy has been
displayed on the Companys website
The Nomination and Remuneration Committee assist the Board in
overseeing the method, criteria and quantum of compensation for directors and senior
management based on their performance and defined assessment criteria. The Committee
formulates the criteria for evaluation of the performance of Independent Directors &
the Board of Directors; identifying the persons who are qualified to become directors, and
who may be appointed in senior management and recommend to the Board their appointment and
removal. The terms of the reference of Nomination and Remuneration Committee cover the
areas mentioned under section 178 of the Companies Act, 2013.
The company has duly constituted the Nomination and Remuneration
Committee with Mr. Abhishek Sharma (Non-Executive - Independent Director and Chairman of
the Committee), Mr. Nikhil Sundrani (Non-Executive - Independent Director and Member of
the Committee), and Mrs. Sohini Bansal (Non-Executive - Independent Director and Member of
the Committee).
Transition during the year:
Prior to 22 September 2024, the Committee included:
o Mr. Rajesh Kumar Gupta (DIN: 01048355) - Independent Director o Mr.
Amol Doneria (DIN: 06897314) - Independent Director o Mrs. Astha Sharma (DIN:01888937)
-Independent Director These members retired on 22 September 2024.
Effective from 23 September 2024, the current Committee (with Mr.
Abhishek Sharma, Mrs. Sohini Bansal, and Mr. Satish Kumar Goyal) took over.
During the financial year 2024-25, the Committee met 4 (Four) times on
25.05.2024, 16.07.2024,
12.11.2024, and 26.02.2025.
The composition and Attendance of the members of the Nomination and
Remuneration Committee for the financial year 2024-2025 is as follows:
03. Nomination And Remuneration Committee & Attendance (FY
2024-25)
Name of the Director |
Position in committee |
No. of meetings attended |
Mr. Amol Doneria |
Chairman |
3 |
Mr. Rajesh Kumar Gupta |
Member |
3 |
Mr. Astha Sharma |
Member |
3 |
Mr. Abhishek Sharma |
Chairman |
2 |
Mrs. Sohini Bansal |
Member |
2 |
Mr. Satish Kumar Goyal |
Member |
2 |
*Eligible Meetings:
Meetings before reconstitution (i.e., before 22 Sep 2024):
25 May 2024, 16 July 2024
Meetings after reconstitution (i.e., on or after 23 Sep 2024):
12 Nov 2024, 26 Feb 2025
39.REMUNERATION POLICY
The Board has on the recommendation of the Nomination and Remuneration
Committee framed a policy for selection, appointment and remuneration of Directors and
KMPs and is also available in the website of the company
Policy for Remuneration to Directors/Key Managerial Personnel
i. Remuneration to Managing Director/Whole-time Directors:
(a) The Remuneration/Commission etc. to be paid to Managing Director /
Whole-time Directors, etc. shall be governed as per provisions of the Companies Act, 2013
and rules made there under or any other enactment for the time being in force and the
approvals obtained from the Members of the Company.
(b) The Nomination & Remuneration Committee shall make such
recommendations to the Board of Directors, as it may consider appropriate with regard to
remuneration to Managing Director/Whole- time Directors.
ii. Remuneration to Non-Executive/Independent Directors:
(a) The Non-Executive/Independent Directors may receive sitting fees
and such other remuneration as permissible under the provisions of the Companies Act,
2013.
(b) All remuneration of the Non-Executive/Independent Directors
(excluding remuneration for attending meetings as prescribed under Section 197(5) of the
Companies Act, 2013) shall be subject to ceiling/limits as provided under the Companies
Act, 2013 and rules made there under or any other enactment for the time being in force.
The amount of such remuneration shall be such as may be recommended by the Nomination and
Remuneration Committee and approved by the Board of Directors or shareholders, as the case
may be.
(c) An Independent Director shall not be eligible to get Stock Options
and shall also not be eligible to participate in any share-based payment schemes of the
Company.
(d) Any remuneration paid to Non-Executive/ Independent Directors for
services rendered which are of professional nature shall not be considered as part of the
remuneration for the purposes of clause (b) above if the following conditions are
satisfied:
The Services are rendered by such Director in his capacity as
the professional; and
In the opinion of the Nomination and Remuneration Committee, the
Director possesses the requisite qualification for the practice of that profession.
iii. Remuneration to Key Managerial Personnel:
(a) The remuneration to Key Managerial Personnel shall consist of fixed
pay, in compliance with the provisions of the Companies Act, 2013 and in accordance with
the Companys Policy.
(b) The Fixed pay shall include monthly remuneration, employers
contribution to Provident Fund, contribution to pension fund, pension schemes, etc. as
decided from time to time in accordance with the Companys Policy.
Remuneration paid to Non-Executive Directors and Executive Directors
Non-executive Directors of a companys Board of Directors add
substantial value to the Company through their contribution to the Management of the
Company. In addition, they also play an appropriate control role.
40. VIGIL MECHANISM
As Per Regulation 22 (1) of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 it is mandatory for
every listed company to formulate a vigil mechanism for directors and employees to report
genuine concern. According to section 177(10) of the Companies Act, 2013 it is mandatory
for the company to disclose the establishment of such mechanism on the website of the
company and in the Boards Report.
The Company has established a vigil mechanism, through a Whistle Blower
Policy, where Directors and employees can voice their genuine concerns or grievances about
any unethical or unacceptable business practice. A whistle-blowing mechanism not only
helps the Company in detection of fraud, but is also used as a corporate governance tool
leading to prevention and deterrence of misconduct.
Vigil mechanism provides direct access to the employees of the Company
to approach the Compliance Officer or the Chairman of the Audit Committee, where necessary
and in case of appropriate or exceptional cases. The Company ensures that genuine Whistle
Blowers are accorded complete protection from any kind of unfair treatment or
victimization.
The mechanism also provides for adequate safeguards against
victimization of directors and employees who avail of the mechanism and also provide for
direct access to the Chairman of the Audit Committee in the exceptional cases.
We affirm that during the financial year 2024-25, no employee or
director was denied access to the Audit Committee.
The Vigil mechanism / Whistle Blower Policy is available on the website
of the Company at
41. SECRETARIAL AUDITORS
As required under Section 204 of the Companies Act 2013 and the
Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company
is required to appoint a Secretarial Auditor for auditing the secretarial and related
records of the Company and to provide a report, in this regard M/s R.C. Sharma &
Associates, was appointed as the Secretarial Auditor of the company in the Board Meeting
held on 30th day of May, 2024 for the financial year 2024-2025.
The Secretarial Audit Report (FORM MR-3) made by practicing
company secretary M/s R.C.
Sharma & Associates for the financial year 2024-2025contains no
qualification, reservation or adverse remark. The Secretarial Audit Report made by
practicing company secretary M/s R.C. Sharma & Associates for the financial year
2024-2025 is annexed as (ANNEXURE-F).
The Board of Directors appointed M/s R. C. Sharma & Associates,
Company Secretaries as Secretarial Auditors for the financial year 2024-2025.
42. PARTICULARSOF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION
186 OF THE COMPANIES ACT, 2013:
The loan given or guarantee provided, or investment made by the Company
during the financial year 2024-2025 as per Section 186 of the Companies Act, 2013 have
been given in the Balance Sheet and Audit Report.
43. COST RECORD AND COST AUDIT:
Maintenance of cost records and requirement of cost audit as prescribed
under the provisions of Section 148(1) of the Companies Act, 2013, are not applicable on
the Company.
44. INDUSTRIAL RELATIONS:
The Company maintained healthy, cordial and harmonious industrial
relations at all levels. The enthusiasm and unstinting efforts of employees have enabled
the Company to maintain efficiency in the industry. It has taken various steps to improve
productivity across organization.
45. COMPLIANCE WITH SECRETARIAL STANDARD:
The Directors have devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards and that such systems are adequate and
operating effectively.
46. CORPORATE GOVERNANCE:
Corporate Governance as stipulated in Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations,2015 is not applicable
to the Company as the Company has listed its specified securities on the SME Exchange.
Therefore, your Company is eligible for exemption provided under Regulation No. 15(2) of
the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulation, 2015 with regard to Regulation 27 of the Securities and
Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation, 2015.
Declaration by the Managing Director (MD), inter alia, confirming that
the Board of Directors of the company have complied with the CODE OF CONDUCT OF THE
BOARD OF DIRECTORS, is attached as ANNEXURE-Gand forms part of Annual report.
Certificate of the MD and Chief Financial Officer (CFO),
inter alia, confirming the correctness of the financial statements, compliance with
Companys Code of Conduct, adequacy of the Internal Control measures and reporting of
matters to the Audit Committee in terms of Securities and Exchange board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, is attached as ANNEXURE-Hand
forms part of Annual report.
47. 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
Companies Act, 2013 and the corporate governance requirements as prescribed by Securities
and Exchange Board of India (SEBI) under SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
The performance of the Board was evaluated by the Board after seeking
inputs from all the directors on the basis of the criteria such as the Board composition
and structure, effectiveness of board processes, information and functioning, development
of suitable strategies and business plans at appropriate time and its effectiveness; etc.
The performance of the committees was evaluated by the board after
seeking inputs from the committee members on the basis of the criteria such as the
composition of committees, effectiveness/conduct of committee meetings, process and
procedures followed for discharging its functions etc.
The Board and the Nomination and Remuneration Committee
(RC) reviewed the performance of the individual directors on the basis of the
criteria such as developing and managing / executing business plans, operational plans,
risk management, and financial affairs of the organization and the contribution of the
individual director to the Board and committee meetings like preparedness on the issues to
be discussed, meaningful and constructive contribution and inputs in meetings, etc. In
addition, the Chairman was also evaluated on the key aspects of his role like
demonstration of leadership qualities, managing relationship with the members of the Board
and management etc.
In a separate meeting of independent Directors, performance of
non-independent directors, performance of the board as a whole and performance of the
Chairman was evaluated, taking into account the views of executive directors and
non-executive directors and also assess 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 same was discussed in the board
meeting that followed the meeting of the independent Directors, at which the performance
of the Board, its committees and individual directors was also discussed.
The performance evaluation of Independent Directors was done by the
entire Board and in the evaluation the Director who was subject to evaluation did not
participate. On the basis of performance evaluation done by the Board, it shall be
determined whether to extend or continue their term of appointment, as and when their
respective term expires.
48. INTERNAL AUDITORS
The Company has appointed Mrs. Bhumika Parwani as Internal Auditors of
the company to conduct Internal audit of the accounts maintained by the Company for
financial year 2024-25.
There were no qualifications, reservation or adverse remark made by the
Internal Auditors in their report.
49. PARTICULARS OF EMPLOYEES:
In terms of the provisions of Section 197(12) of the Companies Act,
2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 there is no employee drawing remuneration above the limits set
under Section 197 (12) read with Rule 5 (2) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 and the disclosure 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 is annexed to this Boards report
as Annexure-I.
50. MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis Report for the year under
review, as required under regulation 34 read with Schedule V of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015, is given as a separate statement in Annual Report as ANNEXURE-J.
51. BUSINESS RESPONSIBILITY AND SUSTANABILITY REPORT
As per the provisions of Regulation 34(2) of the Securities and
Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations,
2015, as amended, the Annual Report of the top 1000 listed entities based on market
capitalization shall include a Business Responsibility and Sustainability Report. But, the
Company, not being one of such top 1000 listed entities, is not required to annex any
Business Responsibility and Sustainability Report.
52. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013
(Act), the board of directors, to the best of their knowledge and ability,
confirm that: -
i. that in the preparation of the annual accounts for the financial
year ended 31st March 2025, the applicable Accounting Standards had been followed and that
there were no material departures;
ii. that the directors had selected such accounting policies and
applied them consistently and made judgments and estimates that were reasonable and
prudent so as to give a true and fair view of the state of affairs of the Company at the
end of the financial year and of the profit and loss of the Company for the year under
review;
iii. that the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the Act,
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
iv. that the directors had prepared the accounts for the financial year
ended 31st March 2025 on a going concern basis; and
v. that the directors of the Company, 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
vi. 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.
53. CODE OF CONDUCT
The Board has adopted the Code of Conduct for members of the Board and
Senior Management personnel of the Company. The Code lays down, in details, the standards
of business conduct, ethics and governance. Code of Conduct has also been posted on the
Companys
54. NOMINATION AND REMUNERATION POLICY:
The Board has, on the recommendation of the Nomination &
Remuneration Committee, framed a Policy for selection, appointment and remuneration of
Directors and Key Managerial Personnel, employees including criteria for determining
qualifications, positive attributes and Independence of Directors.
The said policy is available on the Companys Website. Website
Link:
55. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS
The Company has clearly defined organization structure and lines of
authority and sufficient Control is exercised through business review by the Management.
The Company has adopted a well-defined system to ensure adequacy and efficiency of the
Internal Financial Control Function and the company has adequate internal financial
control with reference to financial statements.
56. INSIDER TRADING
The Company has adopted an Internal Code of Conduct for
Regulating, Monitoring and Reporting of Trades by Designated Persons (the
Code) in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015
(PIT Regulations). The Code is applicable to promoters, member of promoter
group, all Directors and such designated employees who are expected to have access to
unpublished price sensitive information relating to the Company. The Company Secretary is
the Compliance Officer for monitoring adherence to the said PIT Regulations. The Company
has also formulated The Code of Practices and Procedures for Fair Disclosure of
Unpublished Price Sensitive Information (UPSI) in compliance with the PIT
Regulations. This Code is displayed on the Companys
57. APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END
OF THE FINANCIAL YEAR.
No application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the Financial Year 2024-2025.
58. MATERNITY BENEFIT:
The Company affirms that it has duly complied with all provisions of
the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women
employees during the year.
58. ACKNOWLEDGMENT
We thank our customers, vendors, investors and bankers for their
continued support during the year. We place on record our appreciation of the contribution
made by the employees at all levels. Our consistent growth was made possible by their hard
work, solidarity, co-operation, and support.
We thank the Government of India, Ministry of Commerce &Industry,
Ministry of Corporate Affairs, Ministry of Finance, Department of Economic Affairs,
Customs & Excise Departments, Income Tax Department, Reserve Bank of India, BSE, NSDL,
CDSL and various bankers, various State Governments and other Government Agencies for
their support, and look forward to their continued support in the future.
Your Directors appreciate and value the trust imposed upon them by the
members of the Company.
By Order of the Board |
Place: Agra |
FOR O.P. CHAINS LIMITED |
Dated: 01st
August,2025 |
Sd/- |
Sd/- |
Satish Kumar Goyal |
Moon Goyal |
Managing Director |
Whole-time director |
DIN: 00095295 |
DIN: 06831411 |