The Members,
A B COTSPIN INDIA LIMITED
Your directors are pleased to present their 27th Annual Report on the
business and operations of the Company together with the audited financial statements for
the financial year ended on 31st March, 2024.
FINANCIAL RESULTS
The financial performance of the Company for the year ended 31st March, 2024
is summarized as under:
PARTICULARS |
Financial Year 2023-24 |
Financial Year 2022-23 |
(Amount in ) Lacs |
(Amount in ) Lacs |
Revenue from operations (net) |
25,576.55 |
16910.01 |
Add: Other Income |
120.23 |
55.75 |
Total Income |
25,696.78 |
16965.76 |
Profit/(Loss) before Depreciation & Amortisation, Exceptional items
& Tax expense |
2763.68 |
1099.46 |
Less: Finance Cost |
934.12 |
349.94 |
Less: Depreciation and Amortisation Expense |
984.79 |
492.23 |
Profit before exceptional items & tax Expense |
844.77 |
257.29 |
Less: Exceptional items |
- |
- |
Profit/(Loss) before Tax Expense |
844.77 |
257.29 |
Less: Taxation Expense |
174.93 |
63.99 |
Profit/(Loss) for the year |
669.84 |
193.30 |
Other Comprehensive Income/(Loss) |
(110.61) |
187.78 |
Total Comprehensive Income/(Loss) for the year |
559.23 |
381.08 |
Earnings per Share ( ) |
|
|
- Basic |
6.51 |
1.88 |
- Diluted |
4.80 |
1.88 |
STATE OF COMPANY'S AFFAIRS
The Revenue from its business and operations for the financial year ended 31st
March, 2024 is 25,576.55/- Lacs as against 16910.01 /- Lacs in the previous financial
year.
The Company has earned other income during the financial year of 120.23/- Lacs as
against 55.75/- Lacs in the previous financial year and the Company has earned profit
after tax of 669.84/-Lacs as compared to profit after tax of 193.30/- Lacs in the previous
financial year.
The management of the Company is contemplating various business plans and also making
strategies to develop the business of the Company.
DIVIDEND
With a view to conserve the profits, the Board of Directors decided not to recommend
any dividend for the financial year 2023-24.
RESERVES
The Board of Directors of the Company has not proposed to transfer any amount to the
Reserves for the year under review.
Total reserve and Surplus of the Company has been increased to 3703.3 Lacs on March 31,
2024 from 2995.91 Lacs on March 31, 2023.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
No unpaid/unclaimed dividend or any other amount was required to be transferred to the
Investor Education and Protection Fund during the year under review.
ANNUAL RETURN
Pursuant to sub-section 3(a) of section 134 and sub-section (3) of section 92 of the
Companies Act, 2013, read with rule 12 of the Companies (Management and Administration)
Rules, 2014, as amended vide MCA notification dated August 28, 2020, a copy of the Annual
Return is available on the link https://abcotspin.co.in/annual-return/.
LISTING OF SHARES
The Equity Shares in the Company are continued to be listed with NSE EMERGE Platform
and in dematerialized form. The ISIN No. of the Company is INE08PH01015.
SHARE CAPITAL OF THE COMPANY
During the period under review:
Authorised Share Capital increased from Rs. 11,40,00,000 (Rupees Eleven Crores Forty
Lakhs) divided into 1,10,00,000 (One Crore Ten Lakh) Equity Share of 10/- each and
4,00,000 (Four Lakh) Preference Share of 10/- each to 24,40,00,000 (Rupees Twenty-Four
Crore Forty Lakhs Only) divided into 2,40,00,000 (Two Crore Forty Lakh) Equity Share of
10/- each and 4,00,000 (Four Lakh) Preference Share of 10/- each by creation of additional
1,30,00,000 (One Crore Thirty Lakh Only) Equity Shares of Rs. 10/- each ranking pari passu
with the existing Equity Shares of the Company in all respects.
The paid-up Equity Share Capital as on March 31, 2024 was 10,29,22,000/- (Rupees Ten
Crore Twenty-Nine Lakh Twenty-Two Thousand Only) and in earlier years, the Company has
forfeited the 3,92,000 (Three Lakh Ninety-Two Thousand) Equity Shares of 5 /- which was
not yet issued.
Preferential Issue of Warrants: During the FY 2023-24, the Company had issued and
allotted 1,20,28,562 Share Warrants each convertible into or exchangeable for one fully
paid up equity share of 10 each of the Company on preferential basis pursuant to approval
of shareholders at their Annual General Meeting (AGM) held on September 25, 2023 in
accordance with the applicable provisions of the Act read with rules made thereunder, and
applicable provisions of the Securities Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018.
Further, the amounts so raised have been utilized by the Company for the purposes for
which these funds were raised and there is no deviation/variation in use of funds raised.
NUMBERS AND DATE OF MEETINGS
Regular meetings of the Board and its Committees are held to discuss and decide on
various business policies, strategies, financial matters and other businesses. Due to
business exigencies, the Board has also been approving several proposals through
resolution by circulation from time to time.
During the year under review, eight (08) Board Meetings were held on May 30, 2023,
August 08, 2023, August 25, 2023, October 30, 2023, November 10, 2023, December 22, 2023,
January 06, 2024 and February 07, 2024. The provisions of Companies Act, 2013 were adhered
while considering the time gap between two such meetings.
The details of composition of the Board and the attendance record of the Directors at
the Board Meetings and AGM held during the financial year ended on March 31, 2024 is as
under:
Name |
Designation |
No. of meetings entitled to attend |
No. of meetings attended |
Last AGM attended |
Deepak Garg |
Chairman & Managing Director |
8 |
8 |
Yes |
Manohar Lal |
Whole-Time Director |
8 |
8 |
Yes |
Ramesh Kumar |
Director |
8 |
8 |
Yes |
Puneet Bhandari |
Director |
8 |
8 |
Yes |
Preet Bhatia |
Director |
8 |
8 |
Yes |
GENERAL MEETINGS
Type of Meeting |
Date of Meeting |
Number of Directors Attended the Meeting |
Annual General Meeting |
25th September, 2023 |
5 |
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) DIRECTORS: a) Composition of
Board of Directors
As on March 31, 2024, the Board of Directors of the Company comprised of Five
Directors, with Two Executive and Three Non-Executive Directors, which includes two
Independent Directors.
The composition of the Board of Directors is as below:
S. No. Name of Directors |
Designation |
Date of Appointment |
1. Deepak Garg |
Chairman and Managing Director |
26/08/2014 |
2. Manohar Lal |
Whole-time Director |
01/08/2018 |
3. Ramesh Kumar |
Non-Executive Director |
02/03/2020 |
4. Puneet Bhandari |
Independent Director |
09/03/2021 |
5. Preet Bhatia |
Independent Director |
09/03/2021 |
b) Retire by Rotation: In accordance with the provisions of Section 152 of the Act and
Articles of Association of the Company, Mr. Ramesh Kumar (DIN: 07684009) Non-Executive
Director of the Company, retires by rotation at the conclusion of the forthcoming Annual
General Meeting and being eligible, offers himself for reappointment. The Board recommends
his appointment for the consideration of the members of the Company at the ensuing Annual
General Meeting.
A brief profile, expertise of Director and other details as required under the Act,
Secretarial Standard-2 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (Listing Regulations) relating to the director proposed to
be re-appointed is annexed to the notice convening the AGM.
c) Declaration given by Independent Director: Your Company has received declarations
from all the Independent Directors of the Company confirming that they meet with the
criteria of independence provided in Section 149(6) of the Act and there has been no
change in the circumstances which may affect their status as Independent Director during
the year under review.
The terms and conditions of appointment of Independent Directors are as per Schedule IV
of the Act.
In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the
Company have confirmed that they have registered themselves with the databank maintained
by the Indian Institute of Corporate Affairs, Manesar (IICA').
In the opinion of the Board, the independent directors possess the requisite integrity,
experience, skills, expertise and proficiency required under all applicable laws and the
policies of the Bank.
KEY MANAGERIAL PERSONNEL:
In accordance with the provisions of Section 203 of the Act, the following are the Key
Managerial Personnel (KMP) of the Company:
S. No. Name |
Designation |
1. Deepak Garg |
Managing Director |
2. Manohar Lal |
Whole-Time Director |
3. Rajinder Prashad Garg |
Chief Financial Officer |
4. Kannu Sharma |
Company Secretary |
BOARD COMMITTES
The Committees of the Board of Directors of the Company plays vital role in the
governance and focus on specific areas and make informed decisions within the delegated
authority. Each Committee is governed by their respective terms of reference which exhibit
their composition, scope, powers, duties and responsibilities. The Board of Directors has
the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholder Relationship Committee
4. Corporate Social Responsibility Committee
5. *Preferential Issue Committee
*Constituted on 25.08.2023
The details of the Committees of the Board along with their composition, number of
meetings and attendance at the meetings are given below. Further during the period under
review, all recommendations made by the various committees have been accepted by the
Board.
AUDIT COMMITTEE
The Audit Committee (AC') of the Company had been constituted and functions in
accordance with provisions of Section 177 of the Act. The Audit Committee comprises of
non-executive Directors including Independent Directors as its Member. The Chairman of the
committee is Independent Director.The Company Secretary is acting as the Secretary to the
Audit Committee. All the recommendations made by the Audit Committee were accepted and
implemented by the Board of Directors of the Company.
During the period under review four (4) meetings were held on May 30, 2023, August 25,
2023, November 10, 2023 and February 07, 2024.
The details of composition of the Committee and the attendance record of the Directors
at the AC Meetings held during the financial year ended on March 31, 2024 is as under:
Name of the Director |
Designation in Committee |
Category |
No. of Meeting held during the year |
No. of Meetings Attended |
Puneet Bhandari |
Chairman |
Independent Director |
4 |
4 |
Ramesh Kumar |
Member |
Non-Executive Director |
4 |
4 |
Preet Bhatia |
Member |
Independent Director |
4 |
4 |
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee (NRC') of the Company had been
constituted and functions in accordance with provisions of Section 178 of the Act. The
Nomination and Remuneration Committee comprises of non-executive Directors including
Independent Director as its members. The Company Secretary is acting as the Secretary to
the Nomination and Remuneration Committee.
During the period under review two (2) meetings were held on May 30, 2023 and August
25, 2023.
The details of composition of the Committee and the attendance record of the Directors
at the NRC Meetings held during the financial year ended on March 31, 2024 is as under:
Name of the Director |
Designation in Committee |
Category |
No. of Meeting held during the year |
No. of Meetings Attended |
Puneet Bhandari |
Chairman |
Independent Director |
2 |
2 |
Ramesh Kumar |
Member |
Non-Executive Director |
2 |
2 |
Preet Bhatia |
Member |
Independent Director |
2 |
2 |
Company's policy relating to Director's appointment, Payment of remuneration and
Discharge of their duties:
The provisions of Section 178 of the Companies Act, 2013 relating to the Nomination and
Remuneration Committee are applicable to our Company and hence the NRC Committee of the
Company has devised policy relating to appointment of directors, payment of managerial
remuneration, directors' contribution, positive attributes, Independence of Directors and
other related matters as provided under section 178(3) of the Companies Act, 2013.
The salient features of the Policy are outlined as follows:
Provides guidelines for the appointment and re-appointment of directors.
Establishes criteria for determining the qualifications, positive attributes, and
independence required for the appointment of directors. Specifies the parameters for
remuneration of Independent Directors and Non-Executive Directors, including sitting fees
and other forms of compensation. Defines the framework for remuneration of Whole-time
Directors, Key Managerial Personnel (KMPs), and other employees, encompassing fixed
salary, benefits, perquisites, performance-linked incentives, commission, and retirement
benefits.
During the period under review, there were no substantive changes in the Policy. The
Policy may be accessed on the Company's website at the web link:
https://abcotspin.co.in/policies-and-code-of-conduct/.
STAKEHOLDER RELATIONSHIP COMMITTEE
In compliance of provisions of Section 178 of Companies Act, 2013, the Board has
constituted Stakeholders' Relationship Committee. The Stakeholders Relationship Committee
is, inter-alia, entrusted with the responsibility of addressing the shareholders'/
investors' complaints with respect to share transfers, non-receipt of annual reports,
dividend payments, issue of duplicate share certificates, transmission of shares and other
shareholder related queries, complaints etc.
The Secretarial Department of the Company and the Registrar and Share Transfer Agent,
Link Intime India Private Limited attends to all grievances of the shareholders received
directly or through SEBI, Stock Exchanges, Ministry of Corporate Affairs, Registrar of
Companies, etc.
Continuous efforts are made to ensure that grievances are more expeditiously redressed
to the complete satisfaction of the investors. Shareholders are requested to furnish their
updated telephone numbers and e-mail addresses to facilitate prompt action.
During the period under review only One (1) meeting was held on May 30, 2023.
The details of composition of the Committee and the attendance record of the Directors
at the SRC Meetings held during the financial year ended on March 31, 2024 is as under:
Name of the Director |
Designation in Committee |
Category |
No. of Meeting held during the year |
No. of Meetings Attended |
Deepak Garg |
Chairman |
Managing Director |
1 |
1 |
Ramesh Kumar |
Member |
Non-Executive Director |
1 |
1 |
Puneet Bhandari |
Member |
Independent Director |
1 |
1 |
CORPORATE SOCIAL RESPONSIBILITY
The Company continues to believe in operating and growing its business in a socially
responsible way. This belief forms the core of the CSR policy of the Company that drives
it to focus on holistic development of its host community and immediate social and
environmental surroundings qualitatively. The Company's CSR policy provides guidelines to
conduct CSR activities of the Company. The salient features of the Policy forms part of
the Annual Report on CSR activities and annexed herewith as Annexure - A forming integral
part of this report.
During the year under review, there were no changes in the CSR Policy and the same is
available on the Company's website at
https://abcotspin.co.in/policies-and-code-of-conduct/.
PERFORMANCE EVALUATION OF BOARD
In terms of the provisions of the Section 178(2) of the Act, the Board has adopted a
formal mechanism for evaluating its performance as well as that of its Committees and
individual directors, including the Chairman of the Board. A structured questionnaire was
prepared and circulated to the Directors for each of the evaluation.
Performance of the Board was evaluated by each Director on the parameters such as
Structure and Composition of Board, Meetings of the Board, Functions of the Board, Board
& Management etc.
Board Committees were evaluated on the parameters such as Mandate and Composition of
Committee, Effectiveness of the Committee, Structure of the Committee and meetings,
Independence of the Committee from the Board, Contribution to decisions of the Board etc.
Performance of the Chairman was evaluated by Independent Directors taking into account
the views of executive Directors and non-executive Directors, on the parameters such as
Knowledge and Competency, Fulfilment of Functions, Ability to function as a team,
Initiative, Availability and attendance, Commitment, Contribution, Integrity,
Impartiality, Commitment, Ability to keep shareholders' interests in mind etc.
Directors were also evaluated individually by all other Directors (except the Director
himself) on the parameters such as Knowledge and Competency, Fulfilment of Functions,
Ability to function as a team, Initiative, Availability and attendance, Commitment,
Contribution, Integrity etc.
The performance evaluation of the Directors was completed during the year under review.
The Independent Directors of the Company have held one meeting during the year on March
30, 2024, without the presence of Non-Independent Directors and members of the management
to review the performance of Non-Independent Directors and the Board of Directors as a
whole. They also assessed the quality, content 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.
Outcome of the evaluation was submitted to the Chairman of the Company. The Directors
discussed and expressed their satisfaction with the entire evaluation process.
AUDITORS AND AUDITOR'S REPORT
A. STATUTORY AUDITOR
M/s P L Mittal & Co., Chartered Accountants, (FRN: 002697N), were appointed as
Statutory Auditors of the Company to hold office for a term of 5 years from the conclusion
of the 25th Annual General meeting (AGM) held on September 26, 2022 until the
conclusion of the 30th AGM of the Company.
RESERVATION AND QUALIFICATION ON AUDITOR'S REMARKS
The Auditors Report read together with Annexures referred to in the Auditor's Report as
provided by the auditors are self-explanatory and does not contain any qualification
reservation, adverse remark or disclaimers, etc.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITOR
There are no frauds reported for the period under review by the Auditor's under section
143(12) of the Companies Act, 2013 and hence, the said disclosure requirements are not
applicable.
B. SECRETARIAL AUDITOR
In terms of Sections 179 and 204 of the Companies Act, 2013 and Rules made thereunder,
M/s DR Associates, Company Secretaries were appointed as Secretarial Auditors for the
financial year 2023-24.
The Secretarial Audit Report for the financial year ended on March 31, 2024 received
from M/s DR Associates, Company Secretaries, Secretarial Auditor of the Company is annexed
herewith marked as Annexure B to this Report.
The said report is self-explanatory and does not contain any qualification,
reservation, adverse remark or disclaimers, etc.
C. COST AUDITOR
M/s Jain Sharma & Associates, Cost Accountants (FRN: 000270), on recommendation of
the Audit Committee, were appointed as Cost Auditor of the Company by the Board of
Directors in its meeting held on August 25, 2023 for the financial year 2023-24 as per
provision of Section 148 of the Companies Act, 2013.
The cost audit report for the financial year 2023-24 is self-explanatory and does not
contain any qualification, reservation, adverse remark or disclaimers.
Further, the Board of Directors, based on the recommendation of the Audit Committee and
pursuant to the provisions of Section 148 of the Act read with the Companies (Audit and
Auditors) Rules, 2014, has re-appointed M/s Jain Sharma & Associates, Cost Accountants
(FRN: 000270), as the Cost Auditors of your Company for the financial year 2024-25. The
Cost Auditor conducts the Cost audit of the functions and operations of the Company and
reports to the Audit Committee and Board.
The remuneration payable to the Cost Auditors is required to be placed before the
members in the general meeting for their ratification. Accordingly, a resolution seeking
members' ratification for the remuneration payable to M/s Jain Sharma & Associates,
Cost Accountants (FRN: 000270) for the financial year 2024-25, is included at Item No.3 of
the Notice of the ensuing Annual General Meeting.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report on the operations of the Company, as
required under the Listing Regulations is provided in a separate section and forms an
integral part of the Annual Report.
PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS UNDER SECTION 186 OF COMPANIES ACT, 2013
During the year under review, your Company has made Loans, given guarantees and made
investments in compliance to the provisions of Section 186 of the Companies Act, 2013 and
details of which along with the purpose of utilisation of loan given, guarantee provided,
are given in the Note no. 7 and 17 to the financial statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the financial year, all contracts, arrangements, and transactions entered into
by the Company with related parties were conducted in compliance with the relevant
provisions of the Companies Act and SEBI Listing Regulations. The Company obtained the
necessary approvals from the Audit Committee and the Board, as required, for all Related
Party Transactions. For transactions that were foreseeable and of a repetitive nature,
prior omnibus approval from the Audit Committee and the Board was secured.
Additionally, the Company did not engage in any related party transactions that could
be deemed material under SEBI Listing Regulations or the Companies Act. The Policy on
Related Party Transactions, as approved by the Board of Directors, is available on the
Company's website at https://abcotspin.co.in/policies-and-code-of-conduct/
There are no transactions falling under sub-section (1) of Section 188 of the Companies
Act that need to be reported in Form AOC-2, and thus this form is not included in this
report. However, details of related party transactions and the names of related parties
are disclosed in the Notes to the financial statements as per Indian Accounting Standards
18.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to provision of Section 134(5) of the Companies Act, 2013, the Board,
confirms:
a) that in the preparation of the annual accounts, the applicable accounting standards
had been followed along with proper explanation relating to material departures; b) that
they have selected such accounting policies as mentioned in the Notes to the financial
statements have been applied consistently and judgments and estimates that are reasonable
and prudent have been made 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 of the Company for that
period; c) that proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities; d)
that the annual accounts have been prepared on a going concern basis; e) that proper
internal financial controls were followed by the Company and that such internal financial
controls are adequate and were operating effectively; and f) that proper systems to ensure
compliance with the provisions of all applicable laws were in place and that such systems
were adequate and operating effectively.
INDUSTRIAL RELATIONS
During the year under review, the Company enjoyed cordial relations with workers,
employees, Bankers, Shareholders and all stakeholders at all levels.
COMPLIANCE WITH SECRETARIAL STANDARDS
Pursuant to the provisions of Section 118 of the Companies Act, 2013, the Company has
complied with the applicable provisions of the Secretarial Standards issued by the
Institute of Companies Secretaries of India.
CORPORATE GOVERNANCE
As our Company has been listed on SME Emerge Platform of National Stock exchange
Limited (NSE), by virtue of Regulation 15 of the Listing Regulations the compliance with
the Corporate Governance provisions as specified in regulation 17 to 27 and Clause (b) to
(i) of sub regulation (2) of Regulation 46 and Para C, D and E of Schedule V are not
applicable to the Company.
Hence, Corporate Governance Report does not form a part of this Board Report.
MAINTENANCE OF COST RECORDS
The Company has maintained cost records as specified by the Central Government under
section 148(1) of the Companies Act, 2013.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Disclosures pertaining to remuneration and other details 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 are set out in prescribed format and
annexed herewith as Annexure-C to this Report.
The statement containing particulars of employees as required under Section 197(12) of
the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, forms part of this Annual Report.
Further, the Report is being sent to the members excluding the aforesaid annexure. In
terms of Section 136 of the Act, any shareholder interested in obtaining a copy thereof
may write to the Company Secretary of the Company at cs@abcotspin.in.
INTERNAL FINANCIAL CONTROLS
A well-established, independent, multi-disciplinary Internal Audit team operates in
line with governance best practices. It reviews and reports to management and the Audit
Committee about compliance with internal controls and the efficiency and effectiveness of
operations as well as the key process risks.
The Company has in place adequate internal financial controls with reference to
Financial Statements and such controls were operating effectively as at March 31, 2024.
These controls have been designed to provide a reasonable assurance with regard to
maintaining of proper accounting controls for ensuring reliability of financial reporting,
monitoring of operations. During the year, such controls were tested and no reportable
weaknesses in the design or operations were observed.
RISK MANAGEMENT
Your Company has a Risk Management Policy which identifies and evaluates business risks
and opportunities which in the opinion of the Board may threaten the existence of the
Company. The Company recognize that these risks need to be managed and mitigated to
protect the interest of the stakeholders and to achieve business objectives. The risk
management framework is aimed at effectively mitigating the Company's various business and
operational risks, through strategic actions. The Risk Management policy may be accessed
on the Company's website at the Weblink:
https://abcotspin.co.in/policies-and-code-of-conduct/.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
During the period under review, there is no Company which have become or ceased to be
its joint venture or associate company during the year.
At present, your Company has incorporated a wholly owned Subsidiary Company with the
name of KKML Welfare Foundation on April 02, 2024 and it has not commenced its operation
yet. Further, no company has ceased to be a subsidiary of the Company during the year
under review.
CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, ADAPTATION INNOVATION AND FOREIGN
EXCHANGE EARNINGS & OUTGO
The information in accordance with the provisions of Section 134(3) (m) of the
Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, regarding
conservation of energy, technology absorption and foreign exchange earnings and outgo are
under:
Sr. No. Particulars |
Comments |
Conservation of Energy: |
|
the steps taken or impact on conservation of energy; |
Solar Power Plant of 2.5 MW has been installed in the Unit which
produces an average of 8700 units per day |
the steps taken by the Company for utilizing alternate sources of
energy; |
Solar Power Plant of 2.5 MW has been installed in the Unit which
produces an average of 8700 units per day |
the capital investment on energy conservation equipment |
Rs. 12.00 Cr. approx |
Technology Absorption: |
|
the efforts made towards technology absorption |
Nil |
the benefits derived like product improvement, cost reduction, product
development or import substitution; in case of imported technology (imported during |
Nil |
the last three years reckoned from the beginning of the financial
year: |
|
The details of technology imported |
NA |
The year of import |
|
Whether the technology been fully absorbed |
|
If not fully absorbed, areas where absorption has not taken place, and
the reasons thereof; and the expenditure incurred on Research and Development |
Nil |
FOREIGN EXCHANGE EARNINGS AND OUTGO: |
2023-24 (In ) |
2022-23 (In ) |
Foreign Exchange earnings |
NIL |
NIL |
Foreign Exchange outgo |
NIL |
930.35 |
DISCLOSURES UNDER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
& REDRESSAL) ACT, 2013
The Company has guidelines and requisite policy in place for prevention & redressal
of complaints on sexual harassment of women at workplace, in line with the requirements of
the Sexual Harassment of Women at the workplace (Prevention, Prohibition & Redressal)
Act, 2013 (POSH). The Company has duly constituted the Internal Complaints
Committee under the POSH to redress the complaints received regarding sexual harassment.
During the financial year ended 31st March, 2024, no case of sexual harassment and
discriminatory employment complaints were reported.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016
During the period under review, there were no applications made or proceedings pending
in the name of the Company under the Insolvency and Bankruptcy Code, 2016.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS
During the period under review, there has been no one time settlement of Loan taken
from Banks and Financial Institutions.
VIGIL MECHANISM
Your Company has adopted a Vigil Mechanism with a view to provide its employees an
avenue to raise any sensitive concerns regarding any unethical behaviour or wrongful
conduct and to provide adequate safeguard for protection from any victimization.
In accordance with the provision of Section 177(9) of the Act, every Listed Company
shall establish a vigil mechanism for directors and employees to report genuine concerns
of unethical behaviour, actual or suspected fraud or violation of the codes of conduct.
Accordingly, the Company has framed the policy to align the same with the provisions of
Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its
Powers) Rules, 2014 and may be accessed on the Company's website at the weblink:
https://abcotspin.co.in/policies-and-code-of-conduct/. This Policy inter-alia provides a
direct access to the Chairman of the Audit Committee and affirms that no Director/employee
have been denied access to the Chairman of the Audit Committee and that no complaints were
received during the year.
ENVIRONMENT, HEALTH AND SAFETY
The Company is conscious of the importance of environmentally clean and safe
operations. The Company's policy requires conduct of operations in such a manner so as to
ensure safety of all concerned, compliances of environmental regulations and preservation
of natural resources.
OTHER STATUTORY DISCLOSURES
During the year under review:
1. No significant and material orders were passed by the Regulators/ Courts/ Tribunals
which impact the going concern status and Company's operations in future.
2. No equity shares were issued with differential rights as to dividend, voting or
otherwise.
3. No Sweat Equity shares were issued.
4. Neither the Managing Director nor the Whole time Director of your Company received
any remuneration or commission from any of its subsidiaries, as your Company doesn't have
any subsidiary Company as on March 31, 2024.
5. No deposits have been accepted by the Company from the public. The Company had no
outstanding, unpaid or unclaimed public deposits at the beginning and end of FY 2023-24.
6. No Change in nature of Business of Company.
7. Apart from the opening of a new branch office and as disclosed in this Report, there
are 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.
CAUTIONARY STATEMENT
Statements in this Directors' Report and Management Discussion and Analysis Report
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
principal markets, changes in Government regulations, Tax regimes, economic developments
within India and the countries in which the Company conducts business and other ancillary
factor.
ACKNOWLEDGMENT
The Board of Directors places on record its sincere appreciation for the dedicated
services rendered by the employees of the Company at all levels and the constructive
cooperation extended by them. Your directors would like to express their grateful
appreciation for the assistance and support by all Shareholders, Government Authorities,
and Auditors, financial institutions, Customers, employees, suppliers, other business
associates and various other stakeholder.
For and on behalf of the Board
Deepak Garg |
Chairman and Managing Director |
DIN: 00843929 |
Bathinda, Punjab |
23 August, 2024 |