To
The Shareholders,
Your Directors have pleasure in presenting the 4th (Fourth) Annual Report
together with the Audited Financial Statements of your Company for the financial year
ended March 31, 2024.
1. FINANCIAL RESULTS:
The Company‘s financial performance for the year ended March 31, 2024 is
summarized as below:
Based on Standalone Financial Statement: -
(Amount in Lakhs)
|
|
(Amount in Lakhs) |
| Particulars |
Current Year (2023-24) |
Previous Year (2022-23) |
| Revenue from operations |
306.13 |
456.80 |
| Other income (net) |
1.54 |
1.18 |
| Total Income |
307.67 |
457.98 |
| Less: |
|
|
| Operating & Administrative expenses |
358.18 |
435.41 |
| Profit/(Loss) Before Depreciation, Interest & Tax |
(50.51) |
22.57 |
| Less: |
|
|
| Depreciation and amortization expense |
23.44 |
2.58 |
| Finance costs |
16.69 |
4.62 |
| Profit/(Loss) before exceptional item and tax |
(90.47) |
15.36 |
| Exceptional item |
- |
- |
| Profit/(Loss) before tax (PBT) |
(90.47) |
15.36 |
| Tax expense (Deferred Tax Charge) |
1.96 |
(5.79) |
| Profit/(Loss) after tax for the year (PAT) |
(92.44) |
21.15 |
2. OPERATION & REVIEW:
Revenue from the operations of your Company for the year 2023-24 was Rs. 306.13 Lakhs
as against Rs. 456.80 Lakhs in the previous year. Profit/(Loss) before Depreciation
Interest & Tax for the current year was Rs. (50.51) Lakhs against Rs. 22.57 Lakhs in
the previous year. Profit/(Loss) after tax for the current year at Rs. (92.44) Lakhs
against Rs. 21.15 Lakhs in the previous year.
Your company is leading Indian handicrafts manufacturer and supplier. We provide the
platform to both artisans and enthusiasts of art. We come with a wide array of highly
beautiful handicrafts in India made by highly skilled and professional team of artisans.
Our highly skilled craftsmen are expert in crafting structures using several material
including metal, marble, glass, paper, wood, and many others.
Your company specializes in developing a qualitative range of Hotel, Restaurant and
Caf?, Canteen, Bar, Banquet, Industrial and Outdoor Furniture and Vintage Furniture,
Mirror Frames, Wall clocks and various other decoration & handicrafts objects. We are
instrumental in presenting a wide assortment of exclusively designed products, such as
Restaurant Furniture, Cafe Furniture, and Metal Furniture. Our expert professionals are
devoted to developing an exclusive product range capable to gain a nationwide appreciation
for its remarkable finish, unique designs, trendy colour combinations, flawless detailing,
unbreakable quality and higher durability.
3. SHARE CAPITAL
As on 31 March, 2024, The Authorized Capital of the Company was Rs.500 Lakhs (Rupees
Five crores only) consisting of 50.00 Lakhs (Fifty Lakh) equity shares of Rs.10 each and
the Issue and Paid-up Capital of the Company was 208.80 Lakhs (Rupees two crore eight lakh
eighty thousand only) consisting of 20,88,000 (Twenty lakh eighty-eight thousand) equity
shares of Rs.10 each.
4. STATEMENT OF UTILIZATION OF FUNDS RAISED THROUGH IPO UNDER REGULATIONS 32 (1) OF THE
SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015.
Pursuant to Regulation 32(1)(a) and 32(1)(b) of The SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company hereby states that:
* There was no deviation(s) in the utilization of public issue proceeds from the
objects as stated in the prospectus dated April 11, 2022.
* There has been no variation(s) in the use of proceeds from the objects stated in the
prospectus dated April 11, 2022.
5. DIVIDEND
Your Directors have not recommended any Dividend for the financial year under review.
6. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
During the period under review, there is no unpaid/unclaimed dividend which is required
to transfer in IEPF (Investor Education and Protection Fund) as per the provisions of the
Companies Act, 2013.
7. TRANSFER TO RESERVES
Your Directors do not propose to transfer any amount to its reserves for the year under
review.
8. DEPOSITS FROM PUBLIC
During the financial year, the Company has not accepted deposits from the public
falling within the ambit of Sections 73 and 74 of the Act read with the Companies
(Acceptance of Deposits) Rules, 2014 and hence no amount on account of principal or
interest on public deposits was outstanding as on the date of the Balance Sheet.
9. CHANGE IN NATURE OF THE BUSINESS
There was no change in the nature of business of the Company during the year under
review.
10. MATERIAL CHANGES AND COMMITMENTS
There is 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 the report.
11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
CONSERVATION OF ENERGY:
Information on conservation of Energy, Technology absorption, Foreign Exchange earnings
and outgo required to be disclosed under Section 134 of the Companies Act, 2013 read with
Companies (Accounts) Rules, 2014 are provided hereunder:
| PARTICULARS |
REMARKS |
| A) CONSERVATION OF ENERGY: |
|
| * the steps taken or impact on conservation of energy; |
The Corporation is taking due care for using electricity in the office and its
factory. The Company has strict control systems to monitor day to day power consumption.
The Company has replaced the conventional lights with the LED lights which are highly
efficient in power consumption and the increase in brightness has led to better working
conditions. Optimum lightings have helped in reducing the stress on eyes of workers in the
factory. The Company has achieved a reduction in energy consumption with the use of
transparent insulated roof top. |
| * the steps taken by the company for utilizing alternate sources of energy; |
|
| * the capital investment on energy conservation equipments; |
|
| B) TECHNOLOGY ABSORPTION: |
|
| * the efforts made towards technology absorption; |
NIL |
| * the benefits derived like product improvement, cost reduction, product development
or import substitution; |
NIL |
| * in case of imported technology (imported during the last three years reckoned from
the beginning of the financial year)- |
|
| (a) the details of technology imported; |
|
| (b) the year of import; |
NIL |
| (c) whether the technology been fully absorbed; |
|
| (d) if not fully absorbed, areas where absorption has not taken place, and the reasons
thereof; Not applicable since 5 years period is over |
|
| * the expenditure incurred on Research and Development |
During the financial year, the Company has not spent any amount towards research &
development activity. |
| C) FOREIGN EXCHANGE EARNINGS AND OUTGO |
|
| * The Foreign Exchange earned in terms of actual inflows during the year and the
Foreign Exchange outgo during the year in terms of actual outflows |
Nil |
12. SUBSIDIARY COMPANIES:
No company become or/ceased to be its Subsidiaries, Joint Venture or Associate
Companies during the year. There are no subsidiaries, associate companies and joint
venture companies of the Company as on the date of the closure of the financial year.
Accordingly, the reporting on the performance and financial position of the Subsidiaries,
joint ventures & associate companies is not applicable.
13. RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM
As a global enterprise, the company is exposed to a range of external as well as
internal risks that have a significant impact on its performance. In order to efficiently
manage such risk, the Company has established a well-defined process of risk management,
wherein the identification, analysis and assessment of the various risks, measuring of the
probable impact of such risks, formulation of risk mitigation strategy and implementation
of the same takes place in a structured manner. Though the various risks associated with
the business cannot be eliminated completely, all efforts are made to minimize the impact
of such risks on the operations of the Company. Our robust internal control system, for
minimizing the risk, propels our culture of informed and responsible risk handling for
attaining the organizational objectives with optimum utilization of resources.
14. TRANSACTIONS WITH RELATED PARTIES
All the Related Party Transactions entered into are in the ordinary course of business
and at arms‘ length and are in compliance with the applicable provisions of the
Companies Act, 2013 and SEBI Listing Regulations. Further, the disclosure of transactions
with related party for the year, as per Accounting Standard 18 is given in Note 2.23 of
the Notes forming part of Financial Statement for the year ended on March 31, 2024.
All transactions with related parties were reviewed and approved by the Audit Committee
of the Company. Prior omnibus approval is obtained for Related Party Transactions for
transactions which are of repetitive nature and entered in the ordinary course of business
and are at arm‘s length.
There were no material contracts or arrangements with related parties during the year
under review. Accordingly, no transactions are being reported in Form AOC-2 in accordance
with Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies
(Accounts) Rules, 2014.
15. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
During the Financial Year 2023-24, the particulars of Loan given, Guarantees given,
securities provided and Investments made are provided in the audited financial statements
of the Company read with noted on accounts forming part of the financial statements.
16. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Board of Directors
The Board comprises highly experienced persons of repute and eminence. The Board
composition is in conformity with the applicable provisions of the Act and the Listing
Regulations, as amended from time to time. As on date of this Annual Report, the Board of
the Company comprises of Six (06) Directors; One Managing Director, two Whole-Time
Directors and remaining three being Independent Directors. As on the date of this report,
the Board of the company constitutes of the following directors:
| S.No Name of Director |
DIN Number |
Designation |
| 1. Mr. Hitesh Karnawat |
09097273 |
Chairman and Managing Director |
| 2. Mr. Lalit Ghewarchand Karnawat |
09097274 |
Whole-Time Director |
| 3. Mrs. Mayuri Karnawat |
09276591 |
Whole-Time Director |
| 4. Mr. Adesh Bhansali |
09298681 |
Independent Director |
| 5. Mr. Neelabh Gotecha |
09298749 |
Independent Director |
| 6. Mr. Praveen Kumar Bokariya |
08028204 |
Independent Director |
During the year under review, there are no changes occurred on the Board of the
company.
Change in Designation
During the year under review, there was no change in designation of any Director of the
Company.
Key Managerial Personnel
| During the year under review In terms of Section 203 of the Act, the
Company has the following Key Managerial Personnel : |
| * Mr. Hitesh Karnawat - Managing Director , |
| * Mr. Lalit Ghewarchand Karnawat- Whole-Time Director, |
| * Mrs. Mayuri Karnawat -Whole-Time Director & Chief Financial Officer |
| * Mrs. Ratika Khandelwal- Company Secretary and Compliance officer
(resigned w.e.f 23/07/2024) |
During the year under review, there are no changes occurred in the Key Managerial
Personnel of the Company:
i. Retire by Rotation- Mr. Lalit Ghewarchand Karnawat
Pursuant to Sections 149, 152 and other applicable provisions of the Companies Act,
2013, one-third of the directors of the company are liable to retire by rotation, and if
eligible, they can offer themselves for the re-appointment. In this Annual General Meeting
Mr. Lalit Ghewarchand Karnawat (DIN: 09097274), Whole-Time Director of the Company is
liable to retire by rotation and being eligible to offer himself for re-appointment.
ii. Nomination and Remuneration Policy
The policy on nomination and remuneration of Directors, Key Managerial Personnel and
other employees has been formulated in terms of the provision of The Companies act, 2013
and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in order to
pay equitable remuneration to the Directors, Key Managerial Personnel and employees of the
Company and to harmonize the aspiration of human resources consistent with the goals of
the Company.
The Remuneration Policy has been updated on the website of the Company at
https://www.handicraftsvillage.com/index.php?page=investors.The statement containing
particulars of employees as required under Section 197(12) of the Act read with Rule 5(2)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is
provided in a separate Annexure-II forming part of this report. In terms of Section 136 of
the Act, the said annexure is open for inspection at the Registered Office of your
Company. Any member interested in obtaining a copy of the same may write to the Company
Secretary. iii. Details of Director s Remuneration
The information relating to remuneration paid to directors as required under Section
197(12) of Companies Act, is given under Annexure-I.
iv. Independent Directors
The Company has received declarations from all the Independent Directors confirming
that they meet the Criteria of Independence‘ as specified under Section 149(6) of the
Act and the Rules made thereunder and applicable provisions of Regulation 16(1)(b) of the
Listing Regulations and are independent of the management.
v. Certificate of Practicing Company Secretary
The Company has obtained a certificate from M/s MSV & Associates, Practicing
Company Secretary, Jaipur stating that none of the Directors on the Board of the Company
have been debarred/ disqualified from being appointed /continuing as Directors of any
company, by the SEBI and Ministry of Corporate Affairs or any such Statutory authority,
under Annexure- VI.
17. BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and the corporate governance
requirements as prescribed by the Securities and Exchange Board of India (Listing
Obligations and Disclosures Requirements) Regulations, 2015 (-SEBI Listing Regulations )
The Board has adopted a process for evaluating its performance and effectiveness as well
as that of its Committees and carried out an annual evaluation of its own performance,
Board Committees and the Directors individually.
The Board and the Nomination & Remuneration Committee reviewed the performance of
the individual Directors on the basis of the criteria and framework adopted by the Board.
The evaluation criteria included various aspects such as, functionality of Board,
compositions, process & procedures including adequate & timely information,
attendance, delegation of responsibility, decision making, roles & responsibility
including monitoring, benchmarking, feedback relationship with the stakeholders and as
provided by the Guidance Note on Board Evaluation issued by SEBI dated January 05, 2017.
In a separate meeting of the Independent Directors, performance of the Non-Independent
Directors, the Board as a whole and the Chairman was also evaluated, on the basis of
pre-set criterion.
During the year, Board Evaluation cycle was completed by the Company internally which
included the Evaluation of the Board as whole, Board Committees and Peer Evaluation of the
Directors. The Board was satisfied with the contribution of directors, in their respective
capacities and as a team.
18. MEETING OF BOARD OF DIRECTORS AND COMPLIANCE TO SECRETARIAL STANDARD
The Board of Directors of the Company met Four (4) times during the year i.e. on
30.05.2023, 04.09.2023, 09.11.2023 and 29.02.2024. The intervening gap between the
meetings was within the period prescribed under the Companies Act, 2013. The Company has
complied with the provisions of Secretarial Standard 1 (relating to meetings of the Board
of Directors) and Secretarial Standard 2 (relating to General meetings) during the year.
Attendance of Directors during the Board Meeting
| S. No Name of Director |
No. of meeting attended |
No. of meeting entitled to attend |
| 1. Mr. Hitesh Karnawat |
4 |
4 |
| 2. Mr. Lalit Ghewarchand Karnawat |
4 |
4 |
| 3. Mrs. Mayuri Karnawat |
4 |
4 |
| 4. Mr. Adesh Bhansali |
4 |
4 |
| 5. Mr. Neelabh Gotecha |
4 |
4 |
| 6. Mr. Praveen Kumar Bokariya |
4 |
4 |
19. GENERAL MEETING
During the period under review, the Annual general meeting of the company was held on
28th September, 2023.
20. BOARD COMMITTEES
With a view to have more focused attention on business and for better governance and
accountability, the Board has the following mandatory committees:
| 1. Audit Committee |
| 2. Nomination and Remuneration Committee |
| 3. Stakeholders Relationship Committee |
The terms of reference of these Committees are determined by the Board and their
relevance reviewed from time to time. Meetings of each of these Committees are convened by
the respective Chairman of the Committee. The Board supervises the execution of its
responsibilities by the Committees and is responsible for their action. The minutes and
proceedings of the meetings of all Committees are placed before the Board for review. The
Minutes of the Committee Meetings are sent to all members of the Committee individually
and tabled at the Board Meetings. Following are the details of Board Committees;
1. Audit Committee
Our Company has constituted an Audit Committee (-Audit Committee ), vide Board
Resolution dated September 08, 2021, as per the applicable provisions of the Section 177
of the Companies Act, 2013 and also to comply with Regulation 18 of SEBI Listing
Regulations, 2015 applicable upon listing of the Company‘s Equity shares on SME
platform of BSE, the constituted Audit Committee comprises following members:
| Name of the Director |
Status in Committee |
Nature of Directorship |
| Mr. Adesh Bhansali |
Chairman |
Non-Executive Independent Director |
| Mr. Praveen Kumar Bokariya |
Member |
Non-Executive Independent Director |
| Mr. Hitesh Karnawat |
Member |
Chairman cum Managing Director |
The Company Secretary of our Company shall act as a Secretary to the Audit Committee.
The Chairman of the Audit Committee shall attend the Annual General Meeting of our Company
to answer shareholder queries. The scope and function of the Audit Committee and its terms
of reference shall include the following:
A. Tenure: The Audit Committee shall continue to be in function as a committee of the
Board until otherwise resolved by the Board, to carry out the functions of the Audit
Committee as approved by the Board.
B. Meetings of the Committee: The committee shall meet at least four times in a year
and not more than 120 days shall elapse between any two meetings. The quorum for the
meeting shall be either two members or one third of the members of the committee,
whichever is higher but there shall be presence of minimum two Independent members at each
meeting.
C. Role and Powers: The Role of Audit Committee together with its powers as Part C of
Schedule II of SEBI Listing Regulation, 2015 as amended and Companies Act, 2013 shall be
as under:
| 1. Oversight of the listed entity‘s financial reporting process and
the disclosure of its financial information to ensure that the financial statement is
correct, sufficient and credible; |
| 2. Recommendation for appointment, remuneration and terms of appointment
of auditors of the listed entity; |
| 3. Approval of payment to statutory auditors for any other services
rendered by the statutory auditors; |
| 4. Reviewing, with the management, the annual financial statements and
auditor's report thereon before submission to the board for approval; |
| 5. Reviewing, with the management, the half yearly financial statements
before submission to the board for approval, with particular reference to; |
| matters required to be included in the director‘s responsibility
statement to be included in the board‘s report in terms of clause (c) of sub-section
(3) of Section 134 of the Companies Act, 2013; |
| changes, if any, in accounting policies and practices and reasons for the
same; |
| major accounting entries involving estimates based on the exercise of
judgment by management; |
| significant adjustments made in the financial statements arising out of
audit findings; |
| compliance with listing and other legal requirements relating to
financial statements; |
| disclosure of any related party transactions; |
| modified opinion(s) in the draft audit report; |
| 6. Reviewing, with the management, the statement of uses / application of
funds raised through an issue (public issue, rights issue, preferential issue, etc.), the
statement of funds utilized for purposes other than those stated in the offer document /
prospectus / notice and the report submitted by the monitoring agency monitoring the
utilization of proceeds of a public or rights issue, and making appropriate
recommendations to the board to take up steps in this matter; |
| 7. Reviewing and monitoring the auditor‘s independence and
performance, and effectiveness of audit process; |
| 8. Approval or any subsequent modification of transactions of the listed
entity with related parties; |
| 9. Scrutiny of inter-corporate loans and investments; |
| 10. Valuation of undertakings or assets of the listed entity, wherever it
is necessary; |
| 11. Evaluation of internal financial controls and risk management
systems; |
| 12. Reviewing, with the management, performance of statutory and internal
auditors, adequacy of the internal control systems; |
| 13. Reviewing the adequacy of internal audit function, if any, including
the structure of the internal audit department, staffing and seniority of the official
heading the department, reporting structure coverage and frequency of internal audit; |
| 14. Discussion with internal auditors of any significant findings and
follow up there on; |
| 15. The Audit Committee may call for the comments of the auditors about
internal control systems, the scope of audit, including the observations of the auditors
and review of financial statement before their submission to the Board and may also
discuss any related issues with the internal and statutory auditors and the management of
the company. |
| 16. Discussing with the statutory auditors before the audit commences,
about the nature and scope of audit as well as post-audit discussion to ascertain any area
of concern; |
| 17. Reviewing the findings of any internal investigations by the internal
auditors into matters where there is suspected fraud or irregularity or a failure of
internal control systems of a material nature and reporting the matter to the board; |
| 18. Discussion with statutory auditors before the audit commences, about
the nature and scope of audit as well as post- audit discussion to ascertain any area of
concern; |
| 19. The Audit Committee shall have authority to investigate into any
matter in relation to the items specified in section 177(4) of Companies Act 2013 or
referred to it by the Board. |
| 20. To look into the reasons for substantial defaults in the payment to
the depositors, debenture holders, shareholders (in case of non-payment of declared
dividends) and creditors; |
| 21. To review the functioning of the whistle blower mechanism; |
| 22. Approving the appointment of the Chief Financial Officer (i.e. the
whole time finance director or any other person heading the finance function) after
assessing the qualifications, experience and background, etc., of the candidate; and; |
| 23. Audit committee shall oversee the vigil mechanism. |
| 24. Audit Committee will facilitate KMP/auditor(s) of the Company to be
heard in its meetings. |
| 25. Carrying out any other function as is mentioned in the terms of
reference of the audit committee or containing into SEBI Listing Regulations 2015. |
| Further, the Audit Committee shall mandatorily review the following: |
| a) Management discussion and analysis of financial condition and results
of operations; |
| b) Statement of significant related party transactions (as defined by the
audit committee), submitted by management; |
| c) Management letters / letters of internal control weaknesses issued by
the statutory auditors; |
| d) Internal audit reports relating to internal control weaknesses; and |
| e) The appointment, removal and terms of remuneration of the chief
internal auditor shall be subject to review by the audit committee. |
| f) Statement of deviations: |
| Quarterly statement of deviation(s) including report of monitoring
agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1). |
| Annual statement of funds utilized for purposes other than those stated
in the offer document/prospectus/notice in terms of Regulation 32(7). |
2. Stakeholders Relationship Committee
Our Company has formed the Stakeholders Relationship Committee as per Regulation 20 of
SEBI Listing Regulations, 2015 as amended vide Resolution dated September 08, 2021. The
constituted Stakeholders Relationship Committee comprises the following:
| Name of the Director |
Status in Committee |
Nature of Directorship |
| Mr. Praveen Kumar Bokariya |
Chairman |
Non-Executive Independent Director |
| Mr. Neelabh Gotecha |
Member |
Non-Executive Independent Director |
| Mr. Mayuri Karnawat |
Member |
Whole- Time Director |
The Company Secretary of our Company shall act as a Secretary to the Stakeholders
Relationship Committee. The scope and function of the Stakeholders Relationship Committee
and its terms of reference shall include the following:
A. Tenure: The Stakeholders Relationship Committee shall continue to be in function as
a committee of the Board until otherwise resolved by the Board, to carry out the functions
of the Stakeholders Relationship Committee as approved by the Board.
B. Meetings: The Stakeholders Relationship Committee shall meet at least four times a
year with maximum interval of four months between two meetings and shall report to the
Board on a quarterly basis regarding the status of redressal of complaints received from
the shareholders of the Company. The quorum shall be two members present.
C. Terms of Reference: Redressal of shareholders‘ and investors‘ complaints,
including and in respect of:
Allotment, transfer of shares including transmission, splitting of shares, changing
joint holding into single holding and vice versa, issue of duplicate shares in lieu of
those torn, destroyed, lost or defaced or where the space at back for recording transfers
have been fully utilized. Issue of duplicate certificates and new certificates on
split/consolidation/renewal, etc.;
Review the process and mechanism of redressal of Shareholders‘ /Investor‘s
grievance and suggest measures of improving the system of redressal of Shareholders‘
/Investors‘ grievances.
Non-receipt of share certificate(s), non-receipt of declared dividends, non-receipt of
interest/dividend warrants, non- receipt of annual report and any other
grievance/complaints with Company or any officer of the Company arising out in discharge
of his duties. Oversee the performance of the Registrar & Share Transfer Agent and
also review and take note of complaints directly received and resolved them. Oversee the
implementation and compliance of the Code of Conduct adopted by the Company for prevention
of Insider Trading for Listed Companies as specified in the Securities & Exchange
Board of India (Prohibition of insider Trading) Regulations, 2015 as amended from time to
time. Any other power specifically assigned by the Board of Directors of the Company from
time to time by way of resolution passed by it in a duly conducted Meeting, and Carrying
out any other function contained in the equity listing agreements as and when amended from
time to time.
3. Nomination and Remuneration Committee
Our Company has formed the Nomination and Remuneration Committee as per Regulation 19
of SEBI Listing Regulations, 2015 as amended vide Resolution dated September 08, 2021. The
Nomination and Remuneration Committee comprise the following:
| Name of the Director |
Status in Committee |
Nature of Directorship |
| Mr. Neelabh Gotecha |
Chairman |
Non-Executive Independent Director |
| Mr. Adesh Bhansali |
Member |
Non-Executive Independent Director |
| Mr. Praveen Kumar Bokariya |
Member |
Non-Executive Independent Director |
The Company Secretary of our Company shall act as a Secretary to the Nomination and
Remuneration Committee. The scope and function of the Committee and its terms of reference
shall include the following:
A. Tenure: The Nomination and Remuneration Committee shall continue to be in function
as a committee of the Board until otherwise resolved by the Board.
B. Meetings: The committee shall meet as and when the need arises for review of
Managerial Remuneration. The quorum for the meeting shall be one third of the total
strength of the committee or two members, whichever is higher. The Chairperson of the
nomination and remuneration committee may be present at the annual general meeting, to
answer the shareholders queries; however, it shall be up to the chairperson to decide who
shall answer the queries.
C. Role of Terms of Reference:
Identify persons who are qualified to become directors and may be appointed in senior
management in accordance with the criteria laid down, recommend to the Board their
appointment and removal and shall carry out evaluation of every director‘s
performance;
Formulate the criteria for determining the qualifications, positive attributes and
independence of a director and recommend to the Board a policy relating to the
remuneration for directors, KMPs and other employees; Formulation of criteria for
evaluation of performance of independent directors and the board of directors; Devising a
policy on diversity of board of directors; Whether to extend or continue the term of
appointment of the independent director, on the basis of the report of performance
evaluation of independent directors; Determine our Company‘s policy on specific
remuneration package for the Managing Director / Executive Director including pension
rights; Decide the salary, allowances, perquisites, bonuses, notice period, severance fees
and increment of Executive Directors; Define and implement the Performance Linked
Incentive Scheme (including ESOP of the Company) and evaluate the performance and
determine the amount of incentive of the Executive Directors for that purpose. Decide the
amount of Commission payable to the Whole Time Directors; Review and suggest revision of
the total remuneration package of the Executive Directors keeping in view the performance
of the Company, standards prevailing in the industry, statutory guidelines etc; and To
formulate and administer the Employee Stock Option Scheme.
21. EXTRACT OF ANNUAL RETURN
In accordance with the provisions of Section 134(3) read with Section 92(3) of the
Companies Act, 2013, the Annual Return as on March 31, 2024 is available on website of the
Company and can be viewed www.handicraftsvillage.com. By virtue of amendment to Section
92(3) of the Companies Act, 2013, the Company is not required to provide extract of Annual
Return (Form MGT-9) as part of the Board‘s report.
22. DIRECTORS RESPONSIBILITY & SUSTAINABILITY STATEMENT
As required by Section 134 (5) of the Companies Act, 2013, the Directors hereby
confirm:
(i) in the preparation of the annual financial statements, applicable accounting
standards have been followed and there are no material departures from the said standards;
(ii) such accounting policies have been selected and applied consistently and judgments
and estimates made that are reasonable and prudent so as to give a true and fair view of
the state of affairs of the company as at March 31, 2024 and of the profit of the company
for the year ended on that date;
(iii) proper and sufficient care has been taken for maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the
company and for prevention and detection of fraud and other irregularities;
(iv) the annual financial statements have been prepared on a going concern basis;
(v) proper internal financial controls are in place and are adequate and are operating
effectively; and
(vi) the systems to ensure compliance with the provisions of all applicable laws are in
place and are adequate and operating effectively.
23. STATUTORY AUDITORS
Pursuant to the provisions of Section 139 and other applicable provisions, if any, of
the Companies Act, 2013 and the rules made thereunder (including any statutory
modification(s) or re-enactment thereof), the company has reappointed M/s. A Y and
Company, Chartered Accountants, as the Statutory Auditors of the Company for a period of 5
years, to hold office from the conclusion of 2nd Annual General meeting until
the conclusion of the 7th Annual General Meeting of the Company to be held for the
financial year to be ended on March 31, 2027.
The reports given by the Statutory Auditor on the financial statement of the Company
are forming part of this Annual Report. There has been no qualification, reservation,
adverse remark or disclaimer given by the Statutory Auditor in their Report for the
financial year ended March 31, 2024.
24. SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s MSV &
Associates, Company Secretary in practice to undertake the Secretarial Audit of the
Company for the year under review. The Board has duly reviewed the Secretarial
Auditor‘s Report and the comments, appearing in the report are self-explanatory
and do not call for any further explanation by the Board of Directors as provided under
section 134 of the Act. The Secretarial Audit Report is annexed herewith as -Annexure V .
25. INTERNAL AUDITORS
In terms of Section 138 of the Companies Act, 2013 and Rules made there under, M/s.
Singhvi Mehta and Associates, Chartered Accountants, have been appointed as an Internal
Auditors of the Company for Financial Year 2023-24. During the year, the Company continued
to implement their suggestions and recommendations to improve the control environment.
Their scope of works includes, Review of the accuracy and reliability of the Corporation
accounting records and financial reports, review of operational efficiency, effectiveness
of systems and processes, and assessing the internal control strengths, opportunities for
cost saving and recommending company for improving cost efficiencies.
26. REPORT ON CORPORATE GOVERNANCE
Your company provides utmost importance at best Governance Practices and are designated
to act in the best interest of its stakeholders. Better governance practice enables the
company to introduce more effective internal controls suitable to the changing nature of
business operations, improve performance and also provide an opportunity to increase
stakeholders understanding of the key activities and policies of the organization.
Your Company has incorporated the appropriate standards for corporate governance.
Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company is not required to mandatorily comply with the provisions
of certain regulations of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. Hence, company is not filing Corporate Governance Report to stock
exchange quarterly and not providing the Corporate Governance Report as the part of this
Annual Report.
27. MANAGEMENT AND DISCUSSION ANALYSIS REPORT:
A Separate report on Management Discussion and Analysis Report as required under clause
34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has
been presented in a separate section forming part of this Annual Report.
28. VIGIL MECHANISM /WHISTLE BLOWER POLICY
As per the provisions of Section 177 (9) & (10) of the Companies Act, 2013 read
with Regulation 22 of Securities and Exchange Board Of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, your Company has a Whistle Blower Policy with
a view to provide vigil mechanism to Directors, employees and other stakeholders to
disclose instances of wrong doing in the workplace and report instances of unethical
behaviour, actual or suspected fraud or violation of the Company‘s code of conduct or
ethics policy. The Whistle Blower Policy also states that this mechanism should also
provide for adequate safeguards against victimization of Director(s)/ Employees who avail
of the mechanism and also provide for direct access to the Chairman of the Audit Committee
in exceptional cases. The Policy is available on the Company‘s website at
www.handicraftsvillage.com.
29. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
Your Company has zero tolerance towards any action on the part of any of its officials,
which may fall under the ambit of -Sexual Harassment at workplace. Pursuant to the
provisions of Section 21 of the Sexual Harassment of Women at the Workplace (Prevention,
Prohibition, Redressal) Act, 2013, the Company formulated a Policy on Prevention of Sexual
Harassment at Workplace. All employees (permanent, contractual, temporary, trainees, etc)
are covered under this policy. An Internal Complaints Committee (ICC) was constituted
which is responsible for redressal of complaints related to sexual harassment at the
workplace.
Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act 2013 read with Rules thereunder, the
Internal Complaints Committee of the Company has not received any complaint of Sexual
Harassment during the year under review and no complaint was pending as of 31st March,
2024.
Pursuant to the said Act, the details regarding the number of complaints received,
disposed and pending during the FY 2023-24, pertaining to incidents under the above
framework/ law are as follows:
| Particulars |
Numbers |
| Number of complaints pending at the beginning of the financial year |
Nil |
| Number of complaints received during the financial year |
Nil |
| Number of complaints disposed off during the financial year |
Nil |
| Number of complaints those remaining unresolved at the end of the
financial year |
Nil |
30. BUSINESS RESPONSIBILITY REPORT
As stipulated under the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Business Responsibility Report describing the initiatives taken by
the Company from an environmental, social and governance perspective is not applicable to
your company being SME listed company, as per the exemptions provided under SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
31. EQUAL EMPLOYMENT OPPORTUNITIES
Being an equal opportunity employer, the company will do its utmost to ensure that all
of its employees are treated fairly during the period of their employment irrespective of
their race, religion, sex (including pregnancy), color, creed, age, national origin,
physical or mental disability, citizenship status, ancestry, marital status, veteran
status, political affiliation, or any other factor protected by law. All decisions
regarding employment will be taken based on merit and business needs only.
32. CODE OF CONDUCT AND ETHICS
Being a SME listed Company exemption has been provided to the Company from formulating
of Code of Conduct for Board of Directors and Senior Management Personnel. However, Board
of Directors has formulated and adopted Code of Business Conduct Ethics for Director &
Senior Management Executive policy. As an organization your Company places a great
importance in the way business is conducted and the way each employee performs his/her
duties. Your Company encourages transparency in all its operations, responsibility for
delivery of results, accountability for the outcomes of our actions, participation in
ethical business practices and being responsive to the needs of our people and society.
Towards this end, your Company has laid down a Code of conduct applicable to all the
employees of your Company and conducted various awareness sessions across the Company. The
Code provides for the matters related to governance, compliance, ethics and other matters.
In this regard certificate from Managing Director as required under Schedule V of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 has been received by
the Board and the same is attached herewith as per Annexure IV.
The detailed Code of Business Conduct Ethics for Director & Senior Management
Executive policy available on below link: www.handicraftsvillage.com.
33. DISCLOSURE WITH RESPECT TO MAINTENANCE OF COST RECORDS
Your Company doesn‘t fall within the scope of Section 148(1) of the Companies Act,
2013 and hence does not require to maintain cost records as specified by the Central
Government.
34. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The provisions of Section 135 of the Companies Act, 2013 are not applicable to your
Company. However, the Company constantly strives to ensure strong corporate culture which
emphasizes on integrating CSR values with business objectives.
35. MD AND CFO CERTIFICATION
In terms of Regulation 17(8) of the Listing Regulations, the Managing Director and CFO
has certified to the Board of Directors of the Company with regard to the financial
statements and other matters specified in the said regulation for the financial year
2023-24. The certificate received is attached herewith as per Annexure IV.
36. LISTING FEES
The Company affirms that the annual listing fees for the year 2024-25 to the BSE
Limited (BSE SME) have been duly paid.
37. HUMAN RESOURCE DEVELOPMENT
The Company sees its employees as critical to the future and believes that every
employee needs to possess apart from competence, capacity and capabilities, sustainable
values, current and contemporary which would make them useful and relevant and competitive
in managing the change constructively for overall growth of the organization. To this end
the company‘s approach and efforts are directed towards creating a congenial work
atmosphere for individual growth, creativity and greater dedicated participation in
organizational development. The Company believes that the success of an organization
largely depends on the quality of its workforce. Employee relations remained cordial and
peaceful throughout the year.
38. PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure
I to this Report.
39. REPORTING OF FRAUDS
During the year under review, neither the Statutory Auditors nor the Secretarial
Auditor has reported to the Audit Committee under Section 143(12) of the Companies Act,
2013, any instances of fraud committed against the Company by its officers or employees,
the details of which would need to be mentioned in boards report.
40. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THEGOING CONCERN STATUS OF THE COMPANY:
There are no significant and material orders passed by the Regulators or Courts or
Tribunals which would impact the going concern status and the Company‘ future
operations.
41. DISCLOSURE IN REFERENCE OF SUB RULE 1 CLAUSE (C) SUB CLAUSE (VIII) OF RULE 2 OF
COMPANIES (ACCEPTANCE OF DEPOSITS) RULES 2014
During the period under review the company has accepted unsecured loan from its
director (s), the particulars of loan from director(s) are provided in the financial
statement of the company for the Financial year ended 31 March, 2024.
42. AFFIRMATION ON COMPLIANCE OF SECRETARIAL STANDARDS
The Company hereby affirms that during the year under review the Company has complied
with all the applicable mandatory secretarial standards (including any modifications or
amendments thereto) issued by the Institute of Company Secretaries of India. The Company
has complied with applicable Secretarial Standards issued by the Institute of Company
Secretaries of India on Board and General Meetings
43. PREVENTION OF INSIDER TRADING
The Company has adopted a Code of conduct for prevention of Insider Trading (-the Code
) in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 (The PIT
Regulations). The Code is applicable to Promoters and Promoter‘s Group, all Directors
and such Designated Employees who are expected to have access to unpublished price
sensitive information relating to the Company and connected persons. The Company Secretary
is the Compliance Officer for monitoring adherence to the said PIT Regulations. The copy
of the same is available on the website of the Company at the www.handicraftsvillage.com.
44. INVESTOR GRIEVANCE REDRESSAL
As per regulation 13 of SEBI (Listing Obligation & disclosure Requirements),
Regulations 2015 the number of complaints received and resolved to the satisfaction of
investors during the year under review. There were no pending complaint or share transfer
cases as on 31st March 2024, as per the certificate given by RTA.
45. THINK GREEN, GO GREEN INITIATIVE
The Companies Act, 2013 permits companies to send documents like Notice of Annual
General Meeting, Annual Report and other documents through electronic means to its members
at their registered email addresses, besides sending the same in physical form.
As a responsible Corporate Citizen, the Company has actively supported the
implementation of Green Initiative‘ of Ministry of Corporate Affairs (MCA) and
effected electronic delivery of Notices and Annual Reports to those shareholders whose
email ids were already registered with the respective Depository Participants (DPs) and
who have not opted for receiving such documents in physical form.
Members, who have not registered their e-mail addresses so far, are requested to
register their e-mail address with the Registrar and Share Transfer agent (R&TA) of
the Company/Depository participant (DP) of respective member and take part in the Green
Initiative of the Company, for receiving electronic communications and support the
"THINK GREEN, GO GREEN" initiative.
Further, pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the
Companies (Management and Administration) Rules, 2014, the Company is providing e-voting
facility to all members to enable them to cast their votes electronically in respect of
resolutions set forth in the Notice of Annual General Meeting (AGM). The detailed
instructions for e-voting are provided in the Notice of AGM.
46. CAUTIONARY NOTE
Statements in this Board‘s Report and Management Discussion and Analysis
describing the Company‘s objectives, projections, estimates, expectations or
predictions may be -forward-looking statements within the meaning of applicable securities
laws and regulations. Actual results could differ materially from those expressed or
implied.
Important factors that could make difference to the Company‘s operations include
raw material availability and its prices, cyclical demand and pricing in the
Company‘s principle markets, changes in Government regulations, Tax regimes, economic
developments in the Country and other ancillary factors.
47. OTHER DISCLOSURES
The Board state that no disclosure or reporting is required in respect of the following
items as there were no transactions on these items during the year under review:
a) As per rule 4(4) the Companies (Share Capital and Debentures) Rules, 2014, the
Company has not issued equity shares with differential rights as to dividend, voting or
otherwise.
b) As per rule 8(13) the Companies (Share Capital and Debentures) Rules, 2014, the
Company has not issued shares (including sweat equity shares) to employees of the Company
under any scheme;
c) As per rule 12(9) the Companies (Share Capital and Debentures) Rules, 2014, the
Company has not issued equity shares under the scheme of employee stock option;
d) No application has been made under the Insolvency and Bankruptcy Code; hence the
requirement to disclose the details of 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 is not applicable; and
e) There was no revision of financial statements and Board‘s Report of the Company
during the year under review.
f) The requirement to disclose the details of difference between amount of the
valuation done at the time of onetime settlement and the valuation done while taking loan
from the Banks or Financial Institutions along with the reasons thereof, is not
applicable.
g) Since the Company has not formulated any scheme of provision of money for purchase
of own shares by employees or by trustee for the benefits of employees in terms of Section
67(3) of the Act, no disclosures are required to be made;
48. ACKNOWLEDGEMENT
The Directors would like to express their appreciation and thank the Government of
India and concerned Government departments and agencies for the continued help and
cooperation extended by them. The Directors also gratefully acknowledge all stakeholders
of the Company viz. clients, members, vendors, banks and other business partners for the
excellent support received from them during the year and look forward to their continued
support in future. The Directors place on record their sincere appreciation to all
employees of the Company for their unstinted commitment and continued contribution to the
Company
|
For and on behalf of the Board |
|
Shashwat Furnishing Solutions Limited |
| Sd/- |
Sd/- |
| Lalit Ghewarchand Karnawat |
Hitesh Karnawat |
| Whole-Time Director |
Chairman & Managing Director |
| DIN 09097274 |
DIN 09097273 |
| Date: September 05, 2024 |
|
| Place: Jodhpur, Rajasthan |
|