Dear Members,
Your directors have great pleasure in presenting the report on the
Business and Operations of your Company (‘the Company' or ‘Vineet
Laboratories Limited), along with the audited financial statements, for the financial year
ended on 31st March, 2024.
FINANCIAL HIGHLIGHTS
The financial highlights of the Company are as follows:
Rs. In Lakhs
| Particulars |
2023-24 |
2022-23 |
| Revenue from
Operations |
15,059.13 |
21,229.33 |
| Other Income
(Including Exceptional Items) |
46.32 |
12.30 |
| Total Expenses |
15,069.11 |
21,038.64 |
| Profit Before
Tax |
36.34 |
202.99 |
| Less:
Provision for Taxation |
(66.37) |
77.74 |
| Profit /
(Loss) After Tax |
102.71 |
125.25 |
| Other
Comprehensive Income |
1.38 |
13.46 |
| Total
Comprehensive Income |
104.09 |
138.72 |
| Earning per
Equity Share |
|
|
| Basic |
1.11 |
1.36 |
| Diluted (in
Rs.) |
1.11 |
1.36 |
STATE OF THE COMPANY'S AFFAIRS
During the year under
review, your Company achieved total income of Rs. 15,059.13 Lakhs as against the previous
year's Rs. 21,229.23 Lakhs. The Net profit after tax stood at Rs. 102.71 Lakhs as
against Rs. 125.25 Lakhs for the previous year.
DIVIDEND
No dividend was recommended by the Board of Directors for the FY 2023-24.
TRANSFER TO RESERVES
Your Company did not transfer any amount to reserves for the financial year
2023-24.
CHANGE IN THE NATURE OF THE BUSINESS
There has been no change in the nature of business of the Company during the year
under review.
SHARE CAPITAL
The Paid-up Equity Share Capital of the Company stood at Rs.
9,21,90,080/- comprising of 92,19,008 equity shares of Rs. 10/- each as on March 31, 2024.
The Company has paid Listing Fees for the Financial Year 2024-25, to
each of the Stock Exchanges, where its equity shares are listed.
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual
Return as on March 31, 2024 is available on the Company's website at
http://vineetlabs.co.in/images/pdf/MGT-7-2024.pdf
NUMBER OF MEETINGS OF THE BOARD
The Board met Eight (8) times during the year 2023-2024 viz on May
29, 2023, July 05, 2023, August 12, 2023,
September 30, 2023, October 16, 2023, November 10, 2023, February 12,
2024 and March 13, 2024.
The details of the composition of the Board and its Committees and the
number of meetings held and attendance of Directors at such meetings are provided in the
Corporate Governance Report, which forms part of the Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the
requirements under Section 134, sub-section 3(c) and sub-section 5 of the Companies Act,
2013, the Board of Directors, to the best of its knowledge and ability, states and
confirms that:
in the preparation of the annual accounts, the applicable accounting standards have been
followed along with proper explanation relating to material departures;
the Directors had selected such accounting policies and applied them consistently and
made judgment and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company at the end of the financial year and of the
profit or loss of the Company for that period;
the Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
the Directors had prepared the annual accounts on a going concern basis:
the Directors had laid down internal financial controls to be followed by the Company
and that such internal financial controls are adequate and are operating effectively; and
the Directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.
STATEMENT ON DECLARATION GIVEN BY
INDEPENDENT DIRECTORS UNDER SECTION 149
As required under Section 149 of the Companies Act, 2013, the
Independent Directors have submitted the declaration affirming that they meet the criteria
of independence as provided in Section 149(6) of the Act and Regulation 25 of Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015. There has been no change in the circumstances affecting their status as independent
directors of the Company.
The Board is of the opinion
that all the Independent Directors appointed during the year under review are persons of
integrity and possess relevant expertise and experience to act as Independent Director of
the Company. The Independent Directors of the Company have confirmed that they have
registered themselves with the Indian Institute of Corporate Affairs, Manesar and have
included their name in the databank of Independent Directors within the statutory timeline
and they have also appeared and qualified for the online proficiency test, wherever
applicable.
POLICY ON DIRECTORS'
APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The policy of the Company
relating to the remuneration of the Directors, Key Managerial Personnel and other
employees, including criteria for determining qualifications, positive attributes,
independence of a Director and other matters, as required under sub-section (3) of Section
178 of the Companies Act, 2013, is governed by the Nomination and Remuneration Policy.
The Company's policy relating to the appointment of directors and
remuneration including other matters provided in Section 178(3) of the Act has been
disclosed in the Corporate Governance Report forming part of this Report and is also
available on
http://vineetlabs.co.in/images/pdf/policies-and-code-of- conduct/nomination-remuneration-policy.pdf
INSURANCE
The assets/ properties of the Company are adequately insured
against loss due to fire, riots, earthquake, terrorism, etc., and against other perils
that are considered necessary by the management.
LOANS, GUARANTEES OR INVESTMENTS
Particulars of loans given, guarantees provided and investments
made by the Company during the year 2023-2024, as required under the provisions of Section
186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers)
Rules, 2014, are disclosed in the notes to Financial Statements which may be read as a
part of this Report.
CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES
All Related Party
Transactions (RPT) that were entered into during the financial year were at arm's
length basis and predominantly in the ordinary course of business.
All Related Party Transactions were placed before the Audit Committee
and the Board for approval. The Board of Directors has framed a policy on Related Party
Transactions to ensure a process for approval and reporting of transactions between the
Company and its related parties. The policy is posted under the Investors section of the
Company's website at
http://vineetlabs.co.in/images/pdf/policies-and-code-of-
conduct/related-party-transactions-policy.pdf
Particulars of contracts or arrangements with
related parties referred to in Section 188(1) of the Companies Act, 2013 in the prescribed
Form AOC-2 is appended as Annexure I which forms part of this Report.
CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars as prescribed under Section 134(3) (m) of the
Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 with respect to
Conservation of Energy, Technology Absorption, and Foreign Exchange Earnings and Outgo are
provided in Annexure II to this Report.
DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY
We have developed and are implementing Risk Management Policy.
Accordingly, we have a risk management framework for the identification and management of
risks. The Company has formulated Risk Management Policy, which guides the Board in (a)
approving the Company's Risk Management Framework and (b) overseeing all the risks
that the organization faces such as strategic, financial, liquidity, security, regulatory,
legal, reputational 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
Risk Management process covers risk identification, assessment, analysis and mitigation.
Incorporating sustainability in the process also helps to align potential exposures with
the risk appetite and highlight risks associated with chosen strategies.
The Audit Committee has additional oversight in the area of financial
risks and controls. Major risks identified by the business and functions are
systematically addressed through mitigating actions on a continuing basis.
The Company has adopted a Risk Management Policy in accordance with the
provisions of the Act and Regulation 21 of the Listing Regulations. The Risk Management
Policy is also posted under the Investors' section of the Company's website at:
http://vineetlabs.co.in/images/pdf/policies-and-code-of-
conduct/risk-management-policy.pdf
CORPORATE SOCIAL
RESPONSIBILITY (CSR)
The provisions of Section 135 of the Act are not applicable to the
company for the financial year 2023-24. Since, the Company's Unspent Corporate Social
Responsibility Account has a balance of Rs.8,92,849/- pertaining to the FY 2022-23, the
Board is continuing with the constitution of Corporate Social Responsibility Committee
(CSR Committee) as required under Rule 3 of Companies (Corporate Social Responsibility
Policy) Rules, 2014. The Committee was initially constituted on May 28, 2022.
The CSR Committee constituted by the Board has formulated a Corporate
Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by
the Company. The CSR Committee monitors the CSR Policy and recommends the amount of
expenditure to be incurred on the activities mentioned in the CSR Policy.
The category and composition of the committee is as follows: -
Sl. No |
Name |
Designation |
Category |
1. |
Mr. Bhaskara
Reddy Karna |
Chairman |
Independent
Non-Executive |
2. |
Mr. Gaddam
Venkata Ramana |
Member |
Non-Independent
Executive |
3. |
Mr.
Satyanarayana Raju Bhupathiraju |
Member |
Non-Independent
Executive |
Two CSR meetings were held during the FY
2023-24 i.e., on August 12, 2023 and February 12, 2024 and all the members of the
Committee were present.
The Corporate Social Responsibility Policy is posted under the Investors section of the
Company's website at:
http://vineetlabs.co.in/images/pdf/policies-and-code-of-conduct/CSR-policy.pdf
The Annual Report on CSR
activities is appended as Annexure-III, which forms part of this report.
BOARD EVALUATION
The Board of Directors
has carried out an annual evaluation of its own performance, its Committees and the
directors individually, in accordance with the provisions of the Companies Act, 2013 and
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, with specific
focus on the performance and effective functioning of the Board and individual directors.
A separate meeting of Independent Directors was held on 12th February
2024 to review the performance of the Non-Independent Directors and the Board as a whole,
review the performance of Chairperson of the Company and assess the quality, quantity, and
timeliness of flow of information between the management and the Board that is necessary
for the Board to effectively and reasonably perform its duties. All the Independent
Directors were present at the meeting.
CRITERIA FOR PERFORMANCE EVALUATION
Ability of the candidate to devote sufficient time and attention to his professional
obligations as Independent Director for informed and balanced decision making.
Adherence to the Code of Conduct in letter and in spirit by the Independent Directors.
Bringing objectivity and independence of view to the Board's discussions in
relation to the Company's strategy, performance, and risk management.
Statutory compliance and ensuring high standards of financial probity and Corporate
Governance.
Responsibility towards requirements under the Companies Act, 2013, responsibilities of
the Board and accountability under the Director's Responsibility Statement.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT
DIRECTORS
The Independent Directors attend a Familiarization /Orientation
Program on being inducted into the Board. Further, various other programmes are conducted
for the benefit of Independent Directors to provide periodical updates on regulatory
front, industry developments and any other significant matters of importance. The Company
issues a formal letter of appointment to the Independent Directors, outlining their role,
function, duties and responsibilities, the format of which is available on the
Company's Website.
The details of training and familiarization program are available on the website at
http://vineetlabs.co.in/images/pdf/policies-and-code-of-conduct/familiarisation-
programme_independent-directors.pdf
DIRECTORS
The Board of Directors as on March 31, 2024 consists of seven (7)
directors, three (3) of whom are Independent Directors including a woman Director,
remaining three (3) are Executive Directors and the balance one (1) is a Non-Executive
Director.
In accordance with the provisions of Companies Act, 2013 and the
Articles of Association of the Company, Mr. Satyanarayana Raju Bhupathiraju (DIN:
02697880), Director, retires by rotation at the ensuing Annual General Meeting and, being
eligible, offers himself for re-appointment. The Board recommends his re-appointment for
the approval of the members.
In compliance with Regulation 36(3) of the Listing Regulations and
Secretarial Standard-2 on General Meetings, brief resume of the director proposed to be
re-appointed is attached along with the Notice of the ensuing Annual General Meeting.
Moreover, the Directors have devised proper systems and processes for
complying with the requirements of applicable Secretarial Standards issued by the
Institute of Company Secretaries of India and that such systems were adequate and
operating effectively.
CHANGES IN THE DIRECTORS OR KEY MANAGERIAL PERSONNEL (KMP):
Board of Directors:
The Board is duly
constituted.
The Board of Directors
appointed Mr. Ranga Raju Alluri (DIN: 10044882) as an Additional Non - Executive Director
of the Company in its Board Meeting held on August 12, 2023, whose period of office was up
to the date of the 7th Annual General Meeting or the last date on which the 7th Annual
General Meeting should have been held, whichever was earlier. Being eligible, he was
appointed as a Non - Executive Director of the Company in the 7th Annual General Meeting
held on September 28, 2023 in accordance with Section 160 of the Companies Act, 2013.
However, Mr. Kandula Murali
Mohan (DIN: 03313407), Whole Time Director has resigned effective the closing business
hours of August 12, 2023.
Moreover, in the 7th Annual General Meeting held on September 28, 2023,
Mr. Gaddam Venkata Ramana (DIN:00031873) and Mr. Satyanarayana Raju Bhupathiraju (DIN:
02697880) were re-appointed as the Managing Director and Whole-Time Director of the
Company respectively for a period of 3 years w.e.f January 1, 2024 to December 31, 2026.
Moreso, the Board of Directors in its meeting held on October 16, 2023
has appointed Mr. Satish Pandurang Samant (DIN: 10294920) as an Additional Executive
Director for a period of 3 years w.e.f October 16, 2023 to October 15, 2026 and also as
Chief Executive Officer (CEO) of the company. His appointment as an Executive Director of
the Company was approved by the shareholders via Postal Ballot on December 25, 2023. But,
Mr. Samant has resigned from the office of Executive Director and Chief Executive Officer
w.e.f. May 29, 2024.
Company Secretary and Compliance Officer:
Mr. Ramesh Kumar Bandari
(M.No: A24519), an Associate member of The Institute of Company Secretaries of India
(ICSI) was appointed as Company Secretary and Compliance Officer of the Company w.e.f
November 10 ,2023 on the resignation of Ms. Nirosha Ravikanti (M.No:A68115), an Associate
member of The Institute of Company Secretaries of India (ICSI) w.e.f October 28 ,2023.
KEY MANAGERIAL PERSONNEL (KMP)
In terms of Section 203 of the Act, the following are the Key
Managerial Personnel of the Company as on March 31, 2024:
Mr. Gaddam Venkata Ramana-Managing Director
Mr. Bhupathiraju Satyanarayana Raju -Whole-Time Director and Chief Financial Officer
Mr. Satish Pandurang Samant $-Executive Director & Chief Executive Officer
$ Resigned w.e.f May 29, 2024
- Mr. Ramesh Kumar Bandari *-Company Secretary and Compliance Officer
*Appointed w.e.f November 10 ,2023
Apart from the above, there were no other
change in the office of Directors and KMP.
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES
The Company did not have a Subsidiary / Associate/ Joint Venture
Company as on the beginning of the financial year or close of financial year under report
and even as on date. Further, no Company has become or ceased to become the Subsidiary/
Associate/ Joint Venture of the Company during the financial year.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
No significant or material orders were passed by the Regulators or
Courts or Tribunals that impact the going concern status and Company's operations in
future.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS
Your Company has established and maintained a framework of internal
financial controls and compliance systems. Based on the framework of internal financial
controls and compliance systems established and maintained by the Company, the work
performed by the internal, statutory and secretarial auditors and external consultants,
including the audit of internal financial controls over financial reporting by the
statutory auditors and the reviews performed by management and the relevant board
committees, including the audit committee, the Board is of the opinion that the
Company's internal financial controls were adequate and your Company is constantly
endeavouring to improve the standards of internal control in various areas and taking
steps to strengthen the internal control system to make it commensurate and effective with
the nature of its business.
Further, the statutory
auditors of your Company have also issued an attestation report on internal control over
financial reporting (as defined in section 143 of Companies Act, 2013) for the financial
year ended on March 31, 2024, which forms part to the Statutory Auditor's Report.
VIGIL MECHANISM
The Board of Directors, on the recommendation of the Audit
Committee, established a vigil mechanism for directors and employees called "Whistle
Blower Policy", pursuant to the provisions of the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirement) Regulations, 2015, to report genuine
concerns or grievances about unethical behaviour, actual or suspected fraud or violation
of the Company's Code of Conduct or Ethics Policy and to provide adequate safeguards
against victimization of persons who use such mechanism and to provide direct access to
the Chairperson of the Audit Committee in appropriate or exceptional cases.
The Whistle Blower Policy is posted under the Investors section of the Company's
website at
http://vineetlabs.co.in/images/pdf/policies-and-code-of-conduct/whistle%20blower-policy.pdf
ANTI-SEXUAL HARASSMENT
POLICY
The Company has adopted a
policy on Prevention of Sexual Harassment of Women at Workplace in accordance with The
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Company has taken several initiatives across the organization to build awareness
amongst employees about the Policy and the provisions of the Prevention of Sexual
Harassment of Women at Workplace Act. The Company has constituted Internal Complaints
Committee as required under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
During the financial year
ended on March 31, 2024, no cases were received pertaining to Sexual Harassment. Further
there were no cases / complaints pending disposal as at the end of the financial year. The
Company has also complied with the provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
CODE OF CONDUCT FOR
PREVENTION OF INSIDER TRADING
The Board of Directors has adopted the Insider Trading Policy in
accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations,
2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be
followed and disclosures to be made while in possession of Unpublished Price Sensitive
Information and while dealing in the shares of the Company, as well as the consequences of
violations. The Policy has been formulated to regulate, monitor and ensure reporting of
trading by insiders by employees and to maintain the highest ethical standards while
dealing in the company's securities.
The Insider Trading Policy of the Company, covering the Code
of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information
and Code of Conduct for prevention of insider trading is available on our website at http://vineetlabs.co.in/images/pdf/policies-and-code-of-
conduct/code-of-practices-procedures-for-fair-disclosure-of-UPSI.pdf and http://vineetlabs.co.in/images/pdf/policies-and-code-of-conduct/code-of-conduct-for-prohibition.pdf
MANAGEMENT DISCUSSION & ANALYSIS
REPORT
A report on Management Discussion & Analysis forms part of the
Annual Report as per the requirements of Regulation 34 of SEBI (Listing Obligations and
Disclosure Requirement) Regulations, 2015.
INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the applicable provisions of the Companies Act, 2013,
read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer
and Refund) Rules, 2016 (‘the Rules'), all unpaid or unclaimed dividend are
required to be transferred by the Company to the IEPF established by the Central
Government, after the completion of seven years. Further, according to the Rules, the
shares in respect of which dividend has not been paid or claimed by the shareholders for
seven consecutive years or more shall also be transferred to the demat account created by
the IEPF Authority.
Statutory Auditors
The Members of your Company in the 6th Annual General Meeting held
on September 28, 2022 appointed NSVR & Associates LLP, Chartered Accountants
(Registration No. 0088015/S200060) as the Statutory Auditors of the Company for a term of
5 (five) consecutive financial years from the conclusion of the 6th Annual General Meeting
till the conclusion of the 11th Annual General Meeting i.e from the FY 2022-23 to FY
2026-27.
AUDITORS' QUALIFICATION AND REMARKS:
There are no qualifications and remarks from the Auditors of the
Company. However, the Auditors brought to the notice of the members that there are certain
delays in depositing undisputed statutory dues including provident fund, employees state
insurance, income tax, sales tax, service tax, Goods and Services Tax, duty of customs,
duty of excise, cess and other material statutory dues as applicable to the appropriate
authorities. To which, the Board explained that the delay was because of insufficient cash
flows and shortage of working capital, which was due to heavy blockage of stocks.
Secretarial Auditors
M/s. P S Rao & Associates, Practicing Company Secretaries were
appointed as the Secretarial Auditors for the financial year 2023-2024. Pursuant to
Section 204 of the Companies Act, 2013 and Rules made thereunder, the Secretarial Audit
Report for the financial year ended on March 31, 2024, in Form MR-3, is annexed to
this Annual Report as Annexure IV.
Moreover, the Board in its meeting held on August 12, 2023 has
appointed M/s P S Rao & Associates, Practicing Company Secretaries, as the Secretarial
Auditor of the Company for the financial year 2023-24.
AUDITORS'
QUALIFICATION AND REMARKS:
| Auditor's
qualification / adverse remark / reservation |
Explanations
or comments by the Board |
As required under Section 135 of the Companies Act, 2013 read with the
Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company transferred
the unspent CSR amount pertaining to the financial year 2022-23 to a separate bank account
on August 25, 2023. The unspent CSR amount is required to
be spent by March 31, 2026. |
The unspent CSR funds kept in separate bank account shall be utilized post
receipt of necessary approvals for laying of village road near factory. |
| In a few
instances, the forms were filed with the Registrar of Companies after the prescribed
time. |
Henceforth, we
make sure the forms are filed within the due date. |
Cost Auditors
The Board in its meeting held on August 12, 2023 has re-appointed
KJU & Associates, Cost Accountant (Registration No.000474) as the Cost Auditor for the
Financial Year 2023-24 and has carried out the Cost Audit for the applicable business for
the year under review.
Pursuant to the provisions of Section 148(3) of the Companies Act,
2013, the Board of Directors in its meeting held on August 12, 2023 has appointed KJU
& Associates, Cost Accountant (Registration No.000474) as Cost Auditor of the Company
for the financial year 2023-24. The proposal for ratification of remuneration of the Cost
Auditor is placed before the shareholders at the ensuing Annual General Meeting.
The company is maintaining cost records as specified under sub-section
(1) of Section 148 of the Companies Act, 2013.
Internal Auditors
V D P & Co, Chartered Accountants are the Internal Auditors of
the Company for the financial year 2023-24. The Internal Auditors carry out audit as per
the audit plan defined by the Audit Committee and regularly updates the committee on their
internal audit findings at the Committee's meetings.
The Internal Auditors were satisfied with the management response on
the observation and recommendations made by them during the course of their audit.
The Directors in their meeting held on May 29, 2023 have appointed V D
P & Co, Chartered Accountants as the Internal Auditors of the Company for the
financial year 2023-24.
AUDIT COMMITTEE
The details of the composition of the Audit Committee as required
under the provisions of Section 177(8) of the Companies Act, 2013 is given in the
Corporate Governance Report furnished as part of the Annual Report. There have been no
instances during the year where recommendations of the Audit Committee were not accepted
by the Board.
NOMINATION AND REMUNERATION COMMITTEE
The details of the composition of the Nomination and Remuneration
Committee are given in the Corporate Governance Report furnished as a part of the Annual
Report.
STAKEHOLDERS' RELATIONSHIP COMMITTEE:
The details of the composition of the Stakeholders'
Relationship Committee are given in the Corporate Governance Report furnished as part of
the Annual Report.
PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES:
The remuneration paid to
your directors is in accordance with the Nomination and Remuneration Policy formulated in
accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing
Regulations.
The information required under Section 197 of the Companies Act, 2013
read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
(including any statutory modification(s) or re-enactment(s) thereof for the time being in
force) in respect of directors/employees of the Company is appended as Annexure
–V to this Report.
CORPORATE GOVERNANCE
Your Company is committed to maintain high standards of corporate
governance and adhere to the corporate governance requirements set out by Securities and
Exchange Board of India.
The Report on Corporate Governance as stipulated under the Listing
Regulations, forms part of the Annual Report.
The detailed report on Corporate Governance as per the format
prescribed by Securities and Exchange Board of India under Schedule V of the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 along with a certificate from P S Rao & Associates, Practicing Company
Secretaries, confirming compliance with the requirements of Corporate Governance is
attached with this report as Annexure VI. There are no observations or
adverse remarks in the said certificate.
As required by Listing Regulations, a certificate from P S Rao &
Associates, Practicing Company Secretaries confirming that none of the directors on the
Board of the Company have been debarred or disqualified from being appointed or continuing
as directors of the companies is attached to this report as Annexure VII.
SECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial Standards
issued by the Institute of Company Secretaries of India.
DEPOSITS
The Company did not accept any deposits within the meaning of
provisions of Chapter V – Acceptance of Deposits by Companies of the Companies Act,
2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY
There were no material changes and commitments affecting the
financial position of your Company that have occurred between the end of the financial
year (March 31, 2024) of the company to which the financial statements relate and the date
of the report (May 29, 2024).
REPORTING OF FRAUDS BY AUDITOR
During the year under review, neither the Statutory Auditors nor
the Internal Auditors has reported to the Audit committee under Section 143(12) of the
Companies Act 2013, any instances or fraud committed against the company by its officers
or employees, the details of which need to be mentioned in the Board's report.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016
No applications were made and no proceedings were pending under the
Insolvency and Bankruptcy Code, 2016 during the year under the review.
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
No one time settlement took place during the year under review.
ACKNOWLEDGMENTS
Your Directors thank the Company's employees, customers,
vendors, and investors for their continuous support. The Directors also thank the
Government of India, Governments of various states in India, and concerned Government
departments and agencies for their co-operation.