To the Members,
The Board of Directors is delighted to present the 63rd
Annual Report on the business and operations of the company Narmada Gelatines Limited (the
Company) along with the audited financial statements for the financial year ended 31st
March, 2024.
(Rs lacs)
|
2023-24 |
2022-23 |
Revenue from operations |
18,179.56 |
19,114.14 |
Other income |
161.09 |
229.21 |
Total Income |
18,340.65 |
19,343.35 |
Total expenses |
16,282.83 |
17,361.66 |
Profit before tax |
2,057.81 |
1,981.68 |
Tax Expense |
524.83 |
453.40 |
Profit after taxation |
1,532.98 |
1528.28 |
Other Comprehensive income: |
|
|
Re-measurements of net defined
benefit plans |
(27.34) |
6.38 |
Net Profit for the year |
1,505.64 |
1521.90 |
Operating Performance
During the financial year 2023-24, the revenue from operations dropped
by 4.89% from Rs 191.14 crores in the previous year, to Rs 181.79 crores. Profit after tax
for the year was almost similar to the previous year i.e. Rs 15.33 crores vs. ^15.28
crores in the previous year.
Earnings before interest, taxes and depreciation and amortisation
(EBITDA) stood at Rs 22.87 crores (previous year Rs22.04 crores), higher than the previous
year by 3.78% and Earnings per share stood at Rs 25.34 as compared to ^ 25.26 in 2022-23.
Dividends
The Board is pleased to recommend a dividend of Rs10.00 (i.e @ of 100%)
per Equity Share of Rs 10 each of the company (previous year 100.00 per Equity Share i.e.
1000%) for the financial year ended 31st March, 2024. The total outflow on account of the
proposed dividend will be ^ 604.96 lacs (previous year ^ 6049.58 lacs).
The said dividend on equity shares is subject to the approval of the
Shareholders at the ensuing Annual General Meeting ("AGM") scheduled to be held
on 24th September, 2024.
In order to determine the eligibility of shareholders to receive the
dividend for the fiscal year ending on March 31, 2024, the Register of Members and Share
Transfer Books of the Company will be closed from 18th September, 2024 to 24th
September,2024 (both days inclusive).
According to the Finance Act, 2020, dividend income will be taxable in
the hands of the Members w.e.f. April 1,2020, and the Company is required to deduct tax at
source from the dividend paid to the Members at prescribed rates as per the Income Tax
Act, 1961.
Transfer to Reserves
As permitted under the Act, the Board does not propose to transfer any
amount to General Reserve, but has decided to retain the entire amount of profit for the
financial year 2023-24 in the profit and loss account.
Share Capital
The Paid-up Equity Share Capital of the Company as on 31st March 2024
was Rs 604.96 lacs comprising 60,49,587 equity shares
of Rs 10/- each. During the year under review, your company has neither
issued any shares with differential voting rights nor granted any stock options or sweat
equity shares. The Company has paid listing fees for the financial year 2023-24 to the
Bombay Stock Exchange Ltd., where its equity shares are listed.
Transfer of shares by Alfamont (Mauritius) Limited (Holding Company)
Pursuant to the Share Purchase Agreement executed on June 9, 2023, by
and between Alfamont (Mauritius) Limited, Promoter of the Company, with Pioneer Jellice
India Private Limited ("PJIPL") and Ashok Matches and Timber Industries Private
Ltd. (("AMTIPL") for sale of the entire stake of 45,37,189 fully paid up equity
shares of Rs 10/- each, held by the Promoter, constituting 75% of the share capital in the
Company, and with the transfer of 24,95,454 equity shares of Rs10 each to PJIPL and
20,41,735 equity shares to AMTIPL on 14th July, 2023 your company became the associate
company of PJIPL and AMTIPL.
Quality initiatives
The Company is committed to the highest levels of quality for its
products and customer services. During the financial year 202324, the Company retained its
ISO certification for Quality Management (ISO 9001:2015), EDQM Certification from European
Directorate for the Quality of Medicines and Healthcare, DNV Management System
Certification for Food Safety Management System Standard (ISO 22000:2005), KOSHER
Certification and Halal Assurance System Certification.
Deposits from public
During the year under review, the Company has not accepted any deposits
from public as defined under Chapter V of the Companies Act, 2013. No amount on account of
principal or interest on deposits from public was outstanding as on the date of the
balance sheet.
Particulars of Loans, Guarantees and Investments
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the notes to the
Financial Statements.
Corporate Social Responsibility (CSR)
In compliance with Section 135 of the Act, the Company has undertaken
CSR activities and programs, excluding activities undertaken in pursuance of its normal
course of business. Under Section 135 of the Act, the Company was required to spend
Rs.26.00 lacs (2%) of the average qualifying net profits of the last three financial years
on CSR activities in financial year 2023-24. During the year under review, the Company has
spent X 25.22 lacs and balance Rs 0.81 lacs has been setoff from the previous year's
excess spent on CSR activities as approved by the Board of Directors. Accordingly, the
Company has met its obligation of spending Rs 26.00 lacs for financial year 2023-24.
The Annual Report on CSR containing the composition of the CSR
Committee, salient features of the CSR Policy, details of activities, and other
information as required under Companies (Corporate Social Responsibility Policy) Rules,
2014 are provided in Annexure -I attached to this Report. Since the average CSR obligation
for the preceding three financial years i.e. financial year, 2020-21,2021 -22 and 2022-23
was less than : 10 crores, the impact assessment report was not applicable for
the year 202324. The CSR Policy may be accessed on the Company's website at the link:
https://www.narmadagelatines.com.
Risk Management
The Risk Management Committee has been entrusted with the
responsibility to assist the Board in (a) approving the Company's Risk Management
Framework and (b) overseeing strategic, operational, financial, liquidity, security,
regulatory, legal, environmental, human recourse, and other risks that have been
identified and assessed to ensure that there is a sound Risk Management Policy in place to
address such concerns/risks.
The Audit Committee has exercised additional oversight in the area of
financial risks and controls. Major risks identified by the business and functions are
systematically addressed through mitigating actions. The details of the Risk Management
Committee, its terms of reference, key business risks identified and mitigation plans are
set out in the Corporate Governance Report.
Vigil Mechanism / Whistle Blower Policy
The Company has a Vigil mechanism / Whistle-blower Policy in place to
encourage and facilitate employees to report concerns about unethical behavior, actual/
suspected frauds and violation of Company's Code of Conduct or Ethics. The policy provides
for adequate safeguards against victimisation of persons who avail the same and provides
for direct access to the chairperson of the Audit Committee. The Audit Committee of the
Company oversees the implementation of the WhistleBlower Policy. The Committee affirms
that no complaint has been received under the Whistle-Blower Policy/ Vigil Mechanism and
no personnel had been denied access to the Chairman of the Audit Committee.
Information on Whistle-Blower Policy is available on the website of the
Company at https://www.narmadagelatines.com and in the Corporate Governance Report.
Reporting of Frauds
There were no instances of fraud or suspected frauds reported during
the year under review, which required the Statutory Auditors to report to the Audit
Committee and / or Board under Section 143( 12) of the Act and the rules made thereunder.
Subsidiaries, Joint Ventures and Associate Companies
On March 31,2024, the Company has no subsidiaries, associate or joint
venture companies within the meaning of Section 2(6) of the Companies Act, 2013
("Act").
Nomination and Remuneration Policy
The policy of the Company is to have an appropriate number of executive
and independent directors on the board. The policy of the Company on directors'
appointment and remuneration, etc. as required under Section 178 of the Companies Act,
2013, is available on the website (www.narmadagelatines.com) and in the Corporate
Governance Report. The remuneration paid to directors is as per the terms laid down in the
Nomination & Remuneration Policy of the Company.
The Company has a Nomination and Remuneration Committee which makes
recommendation to the Board with regard to the appointment of new Directors and Key
Managerial Personnel. This policy on nomination and remuneration of Directors, Key
Managerial Personnel and Senior Management has been formulated in terms of the provisions
of the Companies Act, 2013 and the Listing Regulations as amended from time to time.
The main objectives of the policy are:
To lay down criteria and terms and conditions with regard to
identifying persons who are qualified to become Directors (Executive and Non-Executive)
and persons who may be appointed in senior management and key managerial positions.
To determine remuneration based on the Company's size and
financial position and trends and practices on remuneration prevailing in peer companies
and in the industry.
To carry out evaluation of the performance of Directors, as well
as key managerial and senior management personnel.
To provide them rewards linked directly to their effort,
performance, dedication and achievement relating to the Company's operations.
To retain, motivate and promote talent and to ensure long term
sustainability of talented managerial persons and to create competitive advantage.
Directors and Key Managerial Personnel
The Board of the Company is comprised of eminent persons with proven
competence and integrity. Besides the experience, strong financial acumen, strategic
astuteness, and leadership qualities, they have a significant degree of commitment towards
the Company and devote adequate time to the meetings and preparation.
Directors1 appointment / re-appointment / cessation during
the FY 2023-24
The following changes have been reported in the addendum to the Board's
Report for the FY 2022-23, as these changes took place during the FY 2023-24, the same are
disclosed again:
Mr. Prakash M Nene (DIN: 00164133) independent director, have resigned
from the office of an Independent Director of the Company with effect from closure of
business hours on 14th July, 2023, due to some personal reasons and
commitments. There were no other material reasons for the resignation. The Board places on
record its appreciation for his invaluable contribution and guidance during his tenure.
Mr. Ravindra K. Raje (DIN: 00112003) director, have resigned from the
office of Non-Executive Non-Independent Director of the Company with effect from 14th
July, 2023. The Board places on record its appreciation for his invaluable contribution
and guidance during his tenure.
Mr. Gaurang Shah (DIN: 07561877) director, have resigned from the
office of Non-Executive Non-Independent Director of the Company with effect from 14th
July, 2023. The Board places on record its appreciation for his invaluable contribution
and guidance during his tenure.
Mrs. Drushti R Desai (DIN: 00294249) director, have resigned from the
office of Non-Executive Non-Independent Director of the Company with effect from 14th
July, 2023. The Board places on record its appreciation for her invaluable contribution
and guidance during her tenure.
Based on the recommendation of the Nomination and Remuneration
Committee, the Board approved the appointment / re-appointment of the following Directors,
during the FY 2023-24 and such appointment / re-appointment were also approved by the
Members at the 62nd Annual General Meeting held on 25th September,
2023:
Mr. S. Annamalai (DIN: 0001381), who was appointed by the Board as an
Additional Director with effect from July 14, 2023, was appointed as a Non- Executive
Non-Independent Director of the Company at the 62nd AGM by passing a special
resolution in accordance with Regulation 17(1 A) of the Listing Regulations as he has
attained the age of 75 (seventy-five) years.
Mr. S. Maheswaran (DIN: 00143046), who was appointed by the Board as an
Additional Director with effect from July 14, 2023, was appointed as a Non- Executive
Non-Independent Director of the Company at the 62nd AGM by passing a special
resolution in accordance with Regulation 17(1 A) of the Listing Regulations as he has
attained the age of 75 (seventy-five) years.
Mr. B Vijayadurai (DIN: 07403509), who was appointed by the board as an
independent director with effect from 14th July, 2023, the members also approved in its
meeting held on 25th September, 2023 the appointment of Mr. Vijaydurai as an
Independent Director of the company for a term of five years commencing from 14th
July 2023 to 13th July, 2028.
Mrs. Manimegalai Thangamani (DIN: 10234123), who was appointed by the
board as an independent director with effect from 14th July, 2023, the members also
approved in its meeting held on 25th September, 2023 the appointment of Mrs.
Manimegalai Thangamani as an Independent Director of the company for a term of five years
commencing from 14th July 2023 to 13th July, 2028.
Re-appointment and re-designation of the Whole-time / Managing Director
Mr. Ashok K Kapur was re-appointed as the Whole-time Director of the
Company w.e.f. 01st June, 2023 by the Board of Directors in its meeting held on
16th May, 2023 and further the Board revised the terms of re-appointment and
re-designated as the Managing Director of the company at their meeting held on 14th August,
2023, which was approved by the members in its meeting held on 25th September,
2023 by passing a Special Resolution for a period of three years commencing from 1 st
June, 2023 to 31st May, 2026.
Re-appointment of Directors retiring by rotation
In terms of the provisions of the Companies Act, 2013, Mr. S.
Maheswaran (DIN: 00143046) Non-Executive (NonIndependent) Director of the Company, retires
at the ensuing AGM and being eligible, seeks reappointment. As Mr. S. Maheswaran has
attained the age of 75 (seventy-five) years a special resolution in accordance with
Regulation 17(1 A) of the Listing Regulations seeking the re-appointment of Mr. S.
Maheswaran forms part of the Notice convening the ensuing Annual General Meeting scheduled
to be held on 24th September, 2024.
In the opinion of the Board, all the directors, as well as the
directors appointed / re-appointed during the year possess the requisite qualifications,
experience and expertise and hold high standards of integrity.
In terms of requirement of Listing Regulations, the Board has
identified core skills, expertise and competencies of the Directors in the context of the
Company's businesses for effective functioning, which are detailed in the Corporate
Governance Report.
Attention of Shareholders is invited to the relevant items of the
Notice of the Annual General Meeting and the Notes thereto. Brief resume of the Directors
proposed to be appointed/ reappointed, nature of their expertise in specific functional
areas and names of companies in which they hold directorship and membership/ chairmanship
of committees of the Board, as stipulated under Regulation 36 of the Listing Regulations
are given in the section on Corporate Governance in this Annual Report.
Pecuniary relationship or transactions with the Company
During the year under review, the non-executive directors of the
Company had no pecuniary relationship or transactions with the Company, other than sitting
fees and reimbursement of expenses incurred by them for the purpose of attending meetings
of the Board/Committee of the Company.
Declaration from directors
The Company has received necessary declarations under Section 149(7) of
the Companies Act, 2013 and Regulation 25(8) of the SEBI Listing Regulations, from the
Independent Directors stating that they meet the prescribed criteria for independence. All
Independent Directors have affirmed compliance to the code of conduct for Independent
Directors as prescribed in Schedule IV to the Companies Act, 2013.
The Company has also received from them declaration to compliance of
Rule 6(1) & (2) of the Companies (Appointment and Qualifications of Directors) Rules,
2014, regarding online registration with the 'Indian Institute of Corporate Affairs', for
inclusion/ renewal of their names in the data bank of Independent Directors.
With regard to integrity, expertise and experience (including the
proficiency) of the Independent Directors appointed/re- appointed during the Financial
year 2023-24, the Board of Directors have taken on record the declarations and
confirmations submitted by the independent directors and is of the opinion that all the
Independent Directors are persons of integrity and possess relevant expertise and
experience and their association as Directors will be of immense benefit to the Company.
With regard to proficiency of the Independent Directors, ascertained
from the online proficiency self-assessment test conducted by the institute, as notified
under Sub-Section (1) of Section 150 of the Act, the Board of Directors has taken on
record the declarations submitted by Independent Directors that they are exempt from
appearing in the test, except Mrs. Manimegalai Thangamani who had cleared the online
proficiency self-assessment test.
None of the Directors of the Company are related inter-se except Mr. S
Annamalai and Mr. S Maheswaran, in terms of Section 2(77) of the Companies Act, 2013,
including Rules thereunder. The Company has not issued any convertible instruments hence,
disclosure in this respect is not applicable.
None of the Directors of the Company are disqualified for being
appointed as directors as specified under Section 164(2) of the Act and Rules there under.
Key Managerial Personnel
Pursuant to the provisions of Section 203 of the Companies Act, 2013,
Mr. Ashok K Kapur, Managing Director, Mr. Mahesh Verma, Chief Financial Officer and Ms.
Meenu Sharma, Company Secretary are the Key Managerial Personnel of the Company as on 31st
March, 2024.
Ms. Meenu Sharma, Company Secretary, have resigned from the office with
effect from 28th June, 2024. The Board places on record its appreciation for
her invaluable contribution to the company during her tenure.
Ms Mahima Patkar (ACS No. 72544) has been appointed as the Company
Secretary and Compliance Officer of the company with effect from 7th August,
2024
Board Evaluation
The Nomination & Remuneration Committee and the Board have laid
down the manner in which a formal annual evaluation of the performance of the Board,
Committees, Chairman and individual directors has to be made. The Board of Directors has
carried out an annual evaluation of its own performance, Board committees, and individual
directors pursuant to the provisions of the Act, SEBI Listing Regulations and the Guidance
Note on Board Evaluation issued by the Securities and Exchange Board of India.
The Board evaluated its own performance, Board Committees as well as
the individual director's performance after seeking inputs from all the directors/members
and also on the basis of criteria such as the Board composition and structure,
effectiveness of board processes, information and functioning, etc.
The independent directors at their separate meeting reviewed the
performance of non-independent directors, the Board as a whole and Chairman of the
Company, taking into account the views of executive directors and non-executive directors.
The Board and the Nomination and Remuneration Committee reviewed the
performance of individual directors on the basis of criteria such as 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.
Performance evaluation of independent directors was done by the entire
Board, excluding the independent director being evaluated. The manner in which the
evaluation was carried out is covered in the Corporate Governance Report.
Board and Committee Meetings
The Board meets at regular intervals to discuss and decide on company's
business policies and strategies. In case of special and urgent business, the
Board/Committee's approval is taken by passing resolutions through circulation, or by
calling Board/Committee meetings at a shorter notice, as permitted by law.
The Company has complied with Secretarial Standards issued by the
Institute of Company Secretaries of India on Board meetings and Annual General Meetings.
The agenda for the Board and Committee meetings includes detailed notes on the items to be
discussed to enable the Directors to take an informed decision.
During the financial year under review, eight Board Meetings and six
Audit Committee Meetings were convened and held, the details of which are given in the
Corporate Governance Report. The intervening gap between two Meetings was within the
period prescribed under the Companies Act, 2013.
A detailed note on the composition of the Board and its committees is
provided in the Corporate Governance Report.
Meeting of Independent Directors
As per provisions of Schedule IV to the Companies Act, 2013, the
Independent Directors are required to hold at least one meeting in a financial year,
without the attendance of Non-independent Directors and members of management. During the
financial year 2023-24, the Independent Directors met two times on 16th August,
2023 and 14th February , 2024.
Directors1 Responsibility Statement
Pursuant to the requirement of Section 134(5) of the Act, the Board of
Directors, to the best of its knowledge and ability, confirm that:
a. in the preparation of the annual financial statements for the year
ended March 31, 2024, the applicable accounting standards have been followed along with
proper explanation relating to material departures, if any;
b. appropriate accounting policies have been selected and applied
consistently and judgements and estimates made are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company as at March 31, 2024 and of the
profit of the Company for the year ended on that date;
c. proper and sufficient care has been taken 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;
d. the annual financial statements have been prepared on a going
concern basis;
e. proper internal financial controls have been followed and that such
financial controls are adequate and are operating effectively; and
f. proper systems to ensure compliance with the provisions of all
applicable laws are in place and were adequate and operating effectively.
Related Party Transactions
The transactions with related parties entered into during the financial
year were on arm's length basis and were in the ordinary course of business. There are no
materially significant related party transactions made by the Company with Promoters,
Directors, Key Managerial Personnel or other designated persons which may have a potential
conflict with the interest of the Company at large.
Particulars of contracts or arrangements with related parties referred
to in Section 188(1) of the Companies Act, 2013 in Form AOC-2 are set out in the Notes to
Financial Statements forming part of the Annual Report.
Statutory Auditors
Pursuant to the provisions of Section 139 of the Act read with
Companies (Audit and Auditors) Rules, 2014, as amended from time to time, M/s Lodha and
Company, Mumbai, Chartered Accountants (Firm Registration No.301051E), were appointed as
the statutory auditors of the company at the 61st Annual General Meeting of the
company held on 22nd September, 2022, to hold office for the second term of
five years from the conclusion of 61st Annual General Meeting of the Company,
till the conclusion of 66th Annual General Meeting to be held in the year 2027.
During the year the M/s Lodha and Company the erstwhile partnership
firm has been converted to a Limited Liability Partnership (LLP) by the name "Lodha
& Co LLP" with effect from 27th December, 2023. Lodha & Co LLP
shall be the Statutory Auditors of the Company with effect from 27th December,
2023 in terms of Section 58(4) of the LLP Act, 2008 and will continue to function and
discharge their obligations as Statutory Auditors for the remaining period of the tenure
of appointment of Lodha & Co as Statutory Auditors.
The requirement for the annual ratification of auditors' appointment at
the AGM has been omitted pursuant to Companies (Amendment) Act, 2017, notified on May
7,2018.
Report of Statutory Auditors
The Statutory Auditors, M/s Lodha and Company, Mumbai, Chartered
Accountants, have submitted their Report on the Financial Statements of the Company for
the financial year 2023-24, which forms part of this Annual Report. The Notes on Financial
Statements referred to in the Auditors' Report for the year 2023-24 are self-explanatory.
There are no observations, qualifications, reservations or adverse remarks in the
Auditor's Report that call for any explanation.
Cost records 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 for
the products manufactured by the Company.
Secretarial Auditor and their report
Dr. Asim Kumar Chattopadhyay, Company Secretary, was appointed as
Secretarial Auditor of your Company for the financial year 2023-24 pursuant to Section 204
of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
The Secretarial Audit Report is annexed to this Report as Annexure- II.
There are no qualifications, observations or adverse remarks of the
Secretarial Auditors in the Report issued by them for the financial year 2023-24 which
call for any explanation from the Board of Directors.
Transfer of Unpaid and Unclaimed amounts to IEPF
Pursuant to the applicable provisions of the Act, read with the IEPF
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ('the Rules') as amended,
all unpaid or unclaimed dividends which were required to be transferred by the Company to
the IEPF were transferred to IEPF Authority.
The Company has also transferred shares in respect of which dividend
amount remained unpaid/ unclaimed for a consecutive period of seven years or more to IEPF
Authority within stipulated time.
Pursuant to the provisions of Section 124 of the Companies Act, 2013,
during the financial year, the declared dividends which remained unpaid or unclaimed for a
period of 7 years have been transferred by the Company to the Investor Education and
Protection Fund (IEPF) established by the Central Government, as detailed in the Corporate
Governance Report.
The details of unpaid / unclaimed dividend and the shares transferred
to IEPF Authority are available on the website of the company at
https://www.narmadagelatines.com.
Significant and Material Order passed by the Regulators
There are no significant and material orders passed by the Regulators
or Courts or Tribunals impacting the going concern status and the Company's operations in
future.
Corporate Governance Report
The Report on Corporate Governance as stipulated under the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the
Annual Report. The Managing Director's declaration regarding compliance with the Company's
Code of Business Conduct and Ethics for Directors and Management Personnel forms part of
the Corporate Governance Report. As required by the Listing Regulations the certificate on
Corporate Governance for the year ended 31st March, 2024 issued by Dr. Asim
Kumar Chattopadhyay, Company Secretary in Practice, is annexed to this Report.
Management Discussion and Analysis
Pursuant to Regulation 34 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, detailed review of operation, performance and
future outlook of the Company is presented under Management Discussion and Analysis Report
in a separate section and forms part of the Annual Report.
Energy Conservation, Technology Absorption and Foreign Exchange
Earnings and Outgo
The particulars relating to energy conservation, technology absorption,
foreign exchange earnings and outgo, as required to be disclosed under Section 134(3)(m)
of the Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 is
annexed to this Report as Annexure - III.
Annual Return
As provided under Section 92(3) & 134(3)(a) of the Act, the Annual
Return for FY 2022-23 is available on the website of the Company at
https://www.narmadagelatines.com.
Particulars of Employees
None of the employees of the Company is in receipt of remuneration
exceeding the limits prescribed under Section 197(12) of the Companies Act, 2013 read with
Rules 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
Disclosures pertaining to remuneration and other details in respect of
directors and employees of the Company 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 Report as Annexure - IV.
Disclosure under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
All the employees in the Company are considered equal. There is no
discrimination between individuals at any point on the basis of race, colour, gender,
religion, origin, sexual orientation or age. Every individual is expected to treat his/her
colleagues with respect and dignity.
The Company has in place a policy for prevention of sexual harassment
at workplace. This policy of the Company is in line with the requirements of the Sexual
Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.
All employees (permanent, contractual, temporary and trainees) are covered under this
policy. An Internal Complaints Committee is in place to redress the complaints received
regarding sexual harassment. No complaint was received by the Company during the financial
year ended 31st March, 2024.
Material changes and commitments affecting the financial position of
the Company
There have been no 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 this report.
Appreciation
The Directors wish to convey their deep appreciation to all the
employees, customers, vendors, investors, and consultants/ advisors of the Company for
their sincere and dedicated services as well as their collective contribution to the
Company's performance.
The Directors also thank the Central and the State Governments,
statutory authorities, bankers, and business associates and all the stakeholders for their
continued interest and valued support
For and on behalf of the Board
S. Annamalai |
Ashok K. Kapur |
Chairman |
Managing Director |
Place: Jabalpur Date: 7th
August, 2024 |
|