To |
The Members of |
AGARWAL FLOAT GLASS INDIA LIMITED |
(Formerly known as Agarwal Float Glass India Private Limited) |
Jaipur. |
Your Directors have pleasure in presenting their Sixth (06th) Annual
Report of the Company together with the Audited Standalone Financial Statements for
the Financial Year ended 31st March, 2024.
1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY: (Standalone)
The financial performance of the Company for the year ended 31st March, 2024
is summarized as under: in Lakhs
Particulars |
2023-2024 |
2022-2023 |
Revenue from operations |
7890.55 |
4818.51 |
Other Income |
65.29 |
21.54 |
Total Revenue |
7955.84 |
4840.05 |
Total Expenses [excluding interest & depreciation] |
7933.17 |
4481.26 |
Profit before Interest, Depreciation & Tax |
156.19 |
480.41 |
Less: Depreciation |
10.65 |
6.65 |
Less: Interest |
122.87 |
114.97 |
Profit/(Loss) Before exceptional and extraordinary items and tax |
22.67 |
358.79 |
Less: Exceptional Items |
0 |
(9.04) |
Profit/(Loss) Before Tax |
22.67 |
349.75 |
Less: Tax Expenses |
|
|
Current Tax |
5.67 |
100.19 |
Deferred Tax |
(2.46) |
0.19 |
Net Profit / (Loss) after Tax |
19.46 |
249.37 |
Add: Amount brought forward from Last Year |
99.49 |
153.34 |
Balance carried forward to Balance Sheet |
19.47 |
249.36 |
Less: Bonus issue |
0 |
(303.21) |
Security Premium Reserve |
700.80 |
700.80 |
Closing Balance |
118.95 |
800.29 |
EPS (Basic and Diluted) |
0.27 |
8.88 |
2. BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF COMPANY'S
AFFAIRS:
Company is mainly engaged in the Trading of Glasses and other allied activities.
The Total Revenue comprising of Revenue from its business and operations and Other
Income for the financial year ended 31st March, 2024 is Rs. 7955.84 Lakhs
as against Rs. 4840.05 Lakhs in the previous financial year and the Company has earned a
Net Profit of Rs. 19.46 Lakhs as compared to previous years net profit of Rs.
249.37 Lakhs in the previous financial year; as reflected in its profits and Loss
accounts. The management of the Company is contemplating various business plans and also
making strategies to develop the business of the Company.
3. CHANGE IN THE NATURE OF BUSINESS, IF ANY:
During the year there was no change in business activity of the company.
4. TRANSFER TO RESERVES:
The Company has not transferred any amount to Reserve for the Financial Year ended on
31st March, 2024 as the company incurred loss during the financial year.
5. 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.
6. LISTING FEES:
The Equity Shares of the Company is listed on NSE (SME Platform) Limited and the
Company has paid the applicable listing fees to the Stock Exchange for the FY 2024-25.
7. 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://www.agarwalfloat.com/investor-relation/annualreport/annualreturn/
8. SHARE CAPITAL OF THE COMPANY
The Share capital of the Company as on 31st March 2024, are as under:
a) the Authorised Share Capital of the Company is Rs. 8,00,00,000/- (Rupees
Eight Crores Only) divided into 80,00,000 (Eighty Lakhs) Equity Shares of Rs.10/- each;
and
b) the Paid up Share Capital of the Company is Rs.7,24,34,880/- (Rupees Seven
Crore Twenty-Four Lakh Thirty-Four Thousand Eight Hundred Eighty Only) divided into
72,43,488 (Seventy Two Lakh forty three thousand four hundred eighty eight) Equity Shares
of Rs. 10/- each.
c) During the Financial Year 2023-24, there was no change in capital structure of the
company.
9. INITIAL PUBLIC OFFER (IPO) AND UTILISATION OF IPO PROCEEDS
Our Company got listed on Emerge SME Platform of National Stock Exchange of India on
23-Feb-2023. During the year under review, the company has issued and allotted 21,90,000
Equity Shares of 42/- aggregating up to 919.80 Lakhs having Face Value of 10/- each fully
paid, issued pursuant to resolution passed by the Board of Directors on dated 20th
September, 2022 and was approved by the Shareholders at the Annual General Meeting held on
September 30, 2022.
Company received In-Principle' approval letter dated January 25, 2023 from NSE
and the Board on 20th February, 2023 allotted 21,90,000 Equity Shares of face
value of Rs. 10/- each fully paid ("Equity Shares") at an Issue Price of Rs.
42/- per Equity Share, including Re. 32/- each as premium, fresh issue by way of initial
public offer. The Equity Shares of the Company got listed on NSE Emerge Platform on
23-February- 2023.
Utilization of IPO Proceeds:
The Proceeds from the IPO Net off issue of related expenses is Rs. 697.70 Lakhs. The
object of the same are as follows:
Amount (Rs. in Lakhs)
SR. NO. PARTICULARS |
Planned as per Prospectus |
Utilised |
Pending to be Utilised |
1 Funding the working capital requirements |
625.00 |
625.00 |
0 |
2 General Corporate Purposes |
72.70 |
72.70 |
0 |
Total |
697.70 |
697.70 |
0 |
UTILIZATION OF IPO FUND: The funds raised by the company through Initial Public
Offer is fully utilized for the purpose for which the amount is raised as mentioned in the
prospectus and there was no deviation or variation in the Utilization of IPO Fund.
10. NUMBER OF BOARD MEETINGS, GENERAL MEETING AND COMMITTEE MEETINGS NUMBER OF BOARD
MEETINGS:
During the year under review, 5 (Five) Board meetings were dated properly convened
& held. 26.04.2023, 29.05.2023, 15.09.2023 , 10.11.2023 and 07.03.2024.
GENERAL MEETINGS
Type of Meeting |
Date of Meeting |
Number of Directors Attended the Meeting |
No of Special Resolutions passed |
Annual General Meeting 2022- 23 |
22.12.2023 |
02 |
* NIL |
Annual General Meeting 2021- 22 |
30.09.2022 |
02 |
* Increase in the Authorised Share Capital of the Company from existing Rs.
6,00,00,000 to Rs. 8,00,00,000 of Rs.10 each. |
|
|
|
* Creation of Securities on the Properties of the Company under Section 180(1) (A) Of
Companies Act, 2013. |
|
|
|
* Increased its Borrowing Limits under section 180(1) (C) of Companies Act 2013. |
|
|
|
* Approval Of The Issue Of 22,00,000 Equity Shares at a face value of Rs. 10/-. |
Extra Ordinary General Meeting |
04.04.2022 |
02 |
* Increase in the Authorised Share Capital of the Company from existing 2,10,00,000 to
Rs. 6,00,00,000 of Rs.10 each. |
|
11.05.2022 |
02 |
* Conversion of Company from Private Limited to Public Limited |
|
|
|
* Adoption of New Memorandum of Association |
|
|
|
* Adoption of New Article of Association |
|
26.08.2022 |
03 |
* No special resolution was passed. |
|
15.09.2022 |
03 |
* Approval for giving guarantee under Sec. 186 of the Companies Act 2013 to M/s
Agarwal Toughened Glass India Private Limited. |
|
30.11.2022 |
06 |
* Revision in the remuneration of Mr. Uma Shankar Agarwal (DIN: 02806077), Managing
Director of the Company. |
|
|
|
* Approval for Issuance of Bonus Shares |
Postal Ballot
Postal Ballot |
No Postal ballot was conducted by the company during the year 2022-23. |
COMMITTEE MEETINGS:
a) Audit Committee During the year under review, 3 (Three) Committee meetings were
dated properly convened & held. 29.05.2023, 15.09.2023 and 10.11.2023
b) Nomination and Remuneration Committee -No meetings was held during the year
2023-24.
c) Stakeholder Relationship Committee During the year 2023-24, One meeting was
held on 10.11.2024.
11. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) DIRECTORS:
a) Composition of board of directors
The Board is properly constituted as per the provisions of the Companies Act, 2013 and
as per provisions of SEBI (LODR) Regulations, 2015.
As on March 31st, 2024, the Board of Directors of the Company comprised of 6
Directors, with Two Executive, one Non-Executive Directors and Three Independent Directors
(Non-Executive). The composition of the Board of Directors is as below:
Sr. No. Name |
Designation |
Date of Appointment |
1. Uma Shankar Agarwal |
Chairman and Managing Director |
03/05/2018 |
2. Mahesh Kumar Agarwal |
Director |
03/05/2018 |
3. Sharda Agarwal |
Non-Executive Director |
11/05/2022 |
4. Gokul Gupta |
Independent Director (Non-Executive) |
30/09/2022 |
5. Praveen Gupta |
Independent Director (Non-Executive) |
30/09/2022 |
6. Punit Mittal |
Independent Director (Non-Executive) |
30/09/2022 |
7. Ashok Prajapat |
Chief Financial Officer (KMP) |
04/06/2022 |
8. Priyanka Mahirchandani |
Company Secretary and Compliance Officer (KMP) |
04/06/2022 |
b) Attendance Record of the Directors at the Board Meetings:
Sr. No. Name |
Designation |
No. of meetings entitled to attend |
No. of meetings attended |
Last AGM Attended (22.12.2023) |
1. Uma Shankar Agarwal |
Chairman and Managing Director |
5 |
5 |
Yes |
2. Mahesh Kumar Agarwal |
Director |
5 |
5 |
Yes |
3. Sharda Agarwal |
Non-Executive Director |
5 |
5 |
Yes |
4. Gokul Gupta |
Independent Director (Non-Executive) |
5 |
5 |
Yes |
5. Praveen Gupta |
Independent Director (Non-Executive) |
5 |
5 |
Yes |
6. Punit Mittal |
Independent Director (Non-Executive) |
5 |
5 |
Yes |
c) Retire by Rotation: In accordance with the provisions of Section 152 of the
Act and Articles of Association of the Company, Mr. Mahesh Kumar Agarwal (DIN: 02806108),
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 Listing Regulations relating
to the director proposed to be re-appointed is annexed to the notice convening the AGM.
d) 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, expertise and proficiency required under all applicable laws and the policies
of the Bank.
e) Annual Evaluation of Performance of the Board
Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an
annual evaluation of its own performance, the directors individually, as well as the
evaluation of the working of its Committees. The Company has devised a questionnaire to
evaluate the performances of each of Executive and Independent Directors. Such questions
are prepared considering the business of the Company and the expectations that the Board
have from each of the Directors. The evaluation framework for assessing the performance of
Directors comprises of the following key areas:
i. Attendance of Board Meetings and Committee Meetings;
ii. Quality of contribution to Board Deliberations;
iii. Strategic perspectives or inputs regarding future growth of the Company and its
performance;
iv. Providing perspectives and feedback going beyond information provided by the
management.
f) Familiarization Programme for Independent Directors:
The Company has practice of conducting familiarization Programme for Independent
Directors of the Company.
Every new independent director of the Board attended an orientation program. To
familiarize the new inductees with the strategy, operations and functions of our Company,
the executive directors/senior managerial personnel make presentations to the inductees
about the Company's strategy, operations, product and service offerings, markets, software
delivery, organization structure, finance, human resources, technology, quality,
facilities and risk management.
The Company has organized the following workshops for the benefit of Directors and
Independent Directors:
(a) a program on how to review, verify and study the financial reports;
(b) a program on Corporate Governance;
(c) provisions under the Companies Act,2013;and
(d) SEBI Insider Trading Regulation, 2015.
Further, at the time of appointment of an independent director, the Company issues a
formal letter of appointment outlining his/her role, functions, duties and
responsibilities as a director.
g) Meeting Of Independent Directors:
During the year under review, one Independent Director Meeting held on 07/03/2024 for
the F. Y. 2023-24. The object of Independent Meeting was to review the performance of Non-
independent Director and the Board as a whole including the Chairperson of the Company.
The Company assures to hold the Separate Meeting of Independent Director of the Company as
earliest possible.
h) Disclosure u/s 184(1) & 164(2) of the Companies Act, 2013:
The Company has received the disclosure in Form DIR-8 & MBP-1 from its Directors
being appointed or re-appointed and has noted that none of the Directors are disqualified
under Section 164(2) of the Companies Act, 2013 which is required to be disclosed in this
report pursuant to Rule 14(1) of Companies (Appointment and Qualification of Directors)
Rules, 2014.
i) DISQUALIFICATIONS OF DIRECTORS:
During the financial year 2023-2024 under review the Company has received Form DIR-8
from all Directors as required under the provisions of Section 164(2) of the Companies
Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014
that none of the Directors of your Company is disqualified; to hold office as director
disqualified as per provision of Section 164(2) of the Companies Act, 2013 and debarred
from holding the office of a Director pursuant to any order of the SEBI or any such
authority in terms of SEBI's Circular No. LIST/COMP/14/2018-19 dated 20th June 2018 on the
subject "Enforcement of SEBI orders regarding appointment of Directors by Listed
Companies".
The Directors of the Company have made necessary disclosures, as required under various
provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
j) Nomination and Remuneration Policy:
The Policy of the Company on Director's appointment and remuneration including criteria
for determining qualifications, positive attributes, independence of a Director and other
matters provided under sub-section (3) of section 178, is appended as Annexure I to this
Report. No Sitting fees have been paid to the Non-executive directors and Independent
Directors. The Policy is also available on the website of the Company.
https://www.agarwalfloat.com/wp-content/uploads/2023/02/11.-Nomination-and-Remuneration-Policy.pdf
12. COMMITTEES OF THE BOARD: |
There are currently three Committees of the Board, as follows: |
I. Audit Committee |
II. Stakeholders' Relationship Committee |
III. Nomination and Remuneration Committee |
I. AUDIT COMMITTEE
Committee Constitution is as follows:
Name of the Director |
Nature of Directorship |
Designation in committee |
Praveen Gupta |
Non-Executive Independent Director |
Chairman |
Punit Mittal |
Non-Executive Independent Director |
Member |
Uma Shankar Agarwal |
Managing Director |
Member |
The Company Secretary and Compliance Officer of our Company would act as the Secretary
to the Audit Committee. During the year under review, Committee meeting was held on 29th
May, 2023 ,15th September, 2023 and 10th November, 2023.
Terms & Scope of Work of Committee:
a) Oversight of our Company's financial reporting process and the disclosure of its
financial information to ensure that the financial statement is correct, sufficient and
credible;
b) Recommendation for appointment, re-appointment and replacement, remuneration and
terms of appointment of auditors of our Company;
c) Reviewing and monitoring the auditor's independence and performance and the
effectiveness of audit process;
d) Approval of payment to statutory auditors for any other services rendered by the
statutory auditors;
e) Reviewing the financial statements with respect to its unlisted Subsidiary (ies), in
particular investments made by such Subsidiary (ies);
f) Reviewing, with the management, the annual financial statements and auditor's report
thereon 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;
* 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; and
* Modified opinion(s) in the draft audit report.
g) Reviewing, the quarterly financial statements with the management before submission
to the Board for approval;
h) 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;
i) Approval or any subsequent modification of transactions of our Company with related
parties;
j) Scrutiny of inter-corporate loans and investments;
k) Valuation of undertakings or assets of our Company, wherever it is necessary;
l) Evaluation of internal financial controls and risk management systems;
m) Monitoring the end use of funds raised through public offers and related matters;
n) Reviewing, with the management, performance of statutory and internal auditors,
adequacy of the internal control systems;
o) 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;
p) Discussion with internal auditors of any significant findings and follow up thereon;
q) 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;
r) Discussion with statutory auditors before the commencement of the audit, about the
nature and scope of audit as well as post-audit discussion to ascertain any area of
concern;
s) 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;
t) To establish and review the functioning of the whistle blower mechanism;
u) Establishing and over viewing a vigil mechanism for directors and employees to
report their genuine concerns or grievances;
v) Approval of appointment of the chief financial officer (i.e., the whole-time finance
director or any other person heading the finance function or discharging that function)
after assessing the qualifications, experience and background, etc. of the candidate;
w) Carrying out any other terms of reference as may be decided by the Board or
specified/ provided under the Companies Act, 2013 or the SEBI Listing Regulations or by
any other regulatory authority; and
x) Review of (1) management discussion and analysis of financial condition and results
of operations; (2) statement of significant related party transactions (as defined by the
audit committee), submitted by management; (3) management letters / letters of internal
control weaknesses issued by the statutory auditors; (4) internal audit reports relating
to internal control weaknesses; (5) the appointment, removal and terms of remuneration of
the chief internal auditor shall be subject to review by the audit committee; (6)
statement of deviations including (a) quarterly statement of deviation(s) including report
of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation
32(1) of the SEBI Listing Regulations;
(b) annual statement of funds utilized for purposes other than those stated in the
offer document/prospectus/notice in terms of Regulation 32(7) of the SEBI Listing
Regulations.
II. NOMINATION AND REMUNERATION COMMITTEE:
Committee Constitution is as follows:
Name of the Director |
Nature of Directorship |
Designation in committee |
Praveen Gupta |
Non-Executive Independent Director |
Chairperson |
Punit Mittal |
Non-Executive Independent Director |
Member |
Sharda Agarwal |
Non-Executive Director |
Member |
Company Secretary and Compliance Officer of our Company would act as the Secretary to
the Audit Committee. During the year under review, no Nomination and Remuneration
Committee meeting were held.
Terms & Scope of Work of Committee:
The terms of reference of the Nomination and Remuneration Committee are:
a) identify persons who are qualified to become directors and who 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;
b) formulate the criteria for determining qualifications, positive attributes and
independence of a director and recommend to the Board a policy, relating to the
remuneration for the directors, key managerial personnel and other employees
c) while formulating the policy under (b) above, ensure that the level and composition
of remuneration is reasonable and sufficient to attract, retain and motivate directors of
the quality required to run the Company successfully;
Relationship of remuneration to performance is clear and meets appropriate performance
benchmarks; and remuneration to directors, key managerial personnel and senior management
involves a balance between fixed and incentive pay reflecting short and long-term
performance objectives appropriate to the working of the company and its goals:
d) such other functions / activities as may be assigned / delegated from time to time
by the Board of Directors of the Company and/or pursuant to the provisions of the
Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014
(as amended) and the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, to the extent applicable from time to time to
the Company.
III. STAKEHOLDERS' RELATIONSHIP COMMITTEE:
During the year, no meetings were convened & held. Committee Constitution is as
follows:
Name of the Director |
Nature of Directorship |
Designation in committee |
Sharda Agarwal |
Non-Executive Director |
Chairman |
Praveen Gupta |
Non-Executive Independent Director |
Member |
Gokul Gupta |
Non-Executive Independent Director |
Member |
Terms & Scope of Work of Committee:
The terms of reference of the Stakeholder's Relationship Committee include the
following: (a) consider and resolve the grievance of security holders of the Company; (b)
such other functions / activities as may be assigned / delegated from time to time by the
Board of Directors of the Company and/or pursuant to the provisions of the Companies Act,
2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended)
and the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, to the extent applicable from time to time to the
Company.
During the year, Committee meeting was held on 10th November, 2023.
13. DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to provision of Section 134(5) of the Companies Act, 2013, your
Directors state that: |
i. In the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to material
departures, if any; |
ii. Appropriate accounting policies have been selected and applied
consistently, and the judgments and estimates that have been made are reasonable and
prudent so as to give a true and fair view of the state of affairs and of the profit of
the company for the year ended 31st March, 2023 ; |
iii. 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; |
iv. The annual accounts have been prepared on a going concern basis; |
v. The internal financial controls to be followed by the Company and that
such internal financial controls are adequate and were operating effectively; and |
vi. There is a proper system to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively. |
14. AUDITORS & REPORT OF THE AUDITORS
A. STATUTORY AUDITOR AND THEIR REPORT
The Members of the Company at the 6th AGM held on 22nd December, 2023,
appointed M/s Jethani and Associates, Chartered Accountants, Jaipur (ICAI Firm
Registration No.010749C) as Statutory Auditors of the Company for a period of 1 year to
hold office from the conclusion of 5th AGM till the conclusion of the 6th
AGM to be held in year 2024 of the Company. The Statutory Auditors have confirmed that
they are not disqualified from continuing as Auditors of the Company.
The Statutory Auditors' Report does not contain any qualifications, reservations or
adverse remarks on the financial statements of the Company for the financial year 2023-24.
Explanation to Auditor's Remark-
The Auditors' Report read with relevant notes are self-explanatory and not required any
comments or Explanation.
Reporting of fraud by Statutory Auditors-
There was no fraud in the Company, which was required to report by Statutory Auditors
of the Company under sub-section (12) of section 143 of Companies Act, 2013.
Appointment of Statutory Auditor for the Financial Year 2024-25:
Pursuant to the provisions of Section 139 of the Act and the rules framed there under,
The Board has recommended the appointment of M/s Jethani and Associates, Chartered
Accountants (ICAI Firm Registration No.010749C), as Statutory Auditors of the Company for
a period of one year in this ensuing Annual General Meeting of the Company held for F.Y.
ending on 31st March 2024 till the conclusion of the 7th Annual General Meeting
to be held for F.Y. ending on 31st March 2025.
B. SECRETARIAL AUDITOR AND THEIR REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company
has appointed CS Monika Gupta (Certificate of Practice No. 8551) on behalf of M/s SKMG
& Co. Practicing Company Secretaries Firm (Firm Unique Code-4063), to conduct
Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report for the
financial year ended March 31st, 2024 is annexed herewith marked as Annexure II to this
Report. The Secretarial Audit Report does not contain any qualification, reservation or
adverse remark.
C. Cost Record and Cost Audit
Your company does not fall within the provisions of Section 148 of Company's Act, 2013
read with the Companies (Cost records & Audit) Rules, 2014, therefore no such records
required to be maintained.
D. Internal Auditor
Pursuant to the provisions of Section 138 of the Act read with Rule 13(1)(a) of
Companies (Accounts) Rules, 2014, the Board of Directors of the Company has appointed M/s
SHILPA MITTAL AND ASSOCIATES, having FRN: 031124C, Firm of Chartered Accountants, Sikar,
for the Financial Year 2023-24; to conduct internal audit for the Company.
15. 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.
16. INDUSTRIAL RELATIONS
During the year under review, the Company enjoyed cordial relations with workers,
employees, Bankers, Shareholders and all stakeholders at all levels.
17. 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.
18. NON APPLICABILITY OF 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 SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015 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.
19. 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.
20. DISCLOSURE ON THE REMUNERATION OF MANAGERIAL PERSONNEL:
None of the employees was in receipt of remuneration in excess of the limits prescribed
under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014.Hence , disclosure with respect to the same, is not required to be given.
Details pertaining to remuneration 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 given below:
Particulars |
Description |
1.The ratio of remuneration of each director to the median remuneration of the
employees of the Company for the FY 2023-24 |
Mr. Uma Shankar Agarwal - 2:1 Mr. Mahesh Kumar Agarwal - Nil, as he does not take
salary from the company. |
2.The percentage increase in remuneration of each Director, CFO, CEO, CS or manager if
FY 2023-24 |
There is no change in the remuneration in the year 2023-24. |
3. The percentage increase in the median remuneration of employees in the financial
year 2023-24 |
The percentage increase in the median remuneration of the employees in the financial
year 22-23 is 10% to 15% |
4. The number of permanent employees on the rolls of the Company as on March 31, 2024 |
15 employees as at March 31, 2024. |
5. Average percentile increases already made in the salaries of employees other than
managing personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and point out if there
are any exceptional circumstances for increase in the managerial remuneration |
Average percentile increase in the salaries is around 5% in case of employees;
remaining no increase in managerial remuneration. |
5. Affirmation that the remuneration is as per the Remuneration policy of the Company. |
It is affirmed that the remuneration paid is as per the Remuneration policy of the
Company. |
6. Names of the top 10 employees of the Company in terms of the remuneration withdrawn
in the Financial Year 2023- 2024 |
There are no such employees of the company as at 31st March, 2024 to whom
remuneration of Rs. 1,02,00,000/- or more per annum and Rs. 8,50,000/- or more per month
were paid in accordance with the provision of Section 197 (12) of the Act read with Rules
5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. |
21. 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.
22. RISK MANAGEMENT
Your Company has a Risk Management Policy which identifies and evaluates business risks
and opportunities. The Company recognize that these risks needs 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://www.agarwalfloat.com/wp-content/uploads/2023/02/9.-Risk-Management-Policy-1.pdf
23. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
There is no Company which have become or ceased to be its subsidiary, joint venture or
associate company during the year. At present there are no subsidiary, joint venture or
associate companies.
24. POLICY/VIGIL MECHANISM/CODE OF CONDUCT
The Company has a Whistle Blower Policy in line with the provisions of the Section 177
of the Companies Act, 2013. This policy establishes a vigil mechanism for directors and
employees to report their genuine concerns actual or suspected fraud or violation of the
Company's code of conduct. The said mechanism also provides for adequate safeguards
against victimisation of the persons who use such mechanism and makes provision for direct
access to the chairperson of the Audit Committee. We confirm that during the financial
year 2023-24, no employee of the Company was denied access to the Audit Committee. The
said Whistle Blower Policy is available on the website of the Company at website
www.agarwalfloat.com at following weblink -
https://www.agarwalfloat.com/wp-content/uploads/2023/02/10.-Whistle-Blower-Policy-1.pdf
The Board of Directors has approved a Code of Conduct which is applicable to the
Members of the Board and all employees in the course of day to day business operations of
the company. The
Company believes in "Zero Tolerance" against bribery, corruption and
unethical dealings / behaviors of any form and the Board has laid down the directives to
counter such acts. The Code has been posted on the Company's website www.agarwalfloat.com
at following weblink - https://www.agarwalfloat.com/investor-relation/codeofconduct/ .
The Code lays down the standard procedure of business conduct which is expected to be
followed by the Directors and the designated employees in their business dealings and in
particular on matters relating to integrity in the work place, in business practices and
in dealing with stakeholders. The Code gives guidance through examples on the expected
behaviour from an employee in a given situation and the reporting structure. All the Board
Members and the Senior Management personnel have confirmed compliance with the Code.
POLICIES: Various policies required under the provision of the Companies Act, 2013
and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 are adopted
and uploaded on the website of the Company namely www.agarwalfloat.com .
25. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
& REDRESSAL)ACT2013
Your Company is committed to creating and maintaining an atmosphere in which employees
can work together, without fear of sexual harassment, exploitation and intimidation.
Accordingly the Company has in place an Anti-Sexual Harassment Policy in line with the
requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition
& Redressal) Act 2013. Internal Complaints Committee (ICC) was set up to redress
complaints received regarding sexual harassment. All employees (Permanent, Contractual,
temporary, trainees) are covered under this policy.
The following is a summary of sexual harassment complaints received and
disposed off during the year: |
|
No. of Complaints received |
Nil |
No. of Complaints disposed off |
Nil |
26. PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS
The details of Loans given, Investments made and guarantees given and securities
provided under the Section 186 of the Companies Act, 2013 have been provided in the notes
to the Financial Statements.
27. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company during the financial
year with related parties were in the ordinary course of business and on an arm's length
basis. During the year, the Company had not entered into any contract / arrangement /
transaction with related parties which could be considered material in accordance with the
policy of the Company on materiality of related party transactions. Accordingly, the
disclosure of Related Party Transactions as required under Section 134(3) of the Companies
Act in Form AOC-2 is attached as Annexure III. Attention of the members is also
drawn to the disclosures of transactions with the related parties as set out in Notes to
Accounts forming part of the financial statement.
28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required under Regulation 34 of the Securities Exchange Board of India (Listing
Obligations and Disclosure Requirement) Regulations, 2015 ("Listing
Regulations") the Management Discussion and Analysis of the Company for the year
under review is presented in a separate section forming the part of the Annual Report is
attached here with as Annexure IV.
29. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN
EXCHANGE EARNINGS AND OUTGO
The particulars in respect of conservation of energy, technology absorption and foreign
exchange earnings and outgo, as required under sub-section (3) (m) of section 134 of the
Companies Act, 2013 read with Rule (8)(3) of the Companies (Accounts) Rules, 2014 are
given as under :
A. Conservation of Energy: |
The steps taken or impact on conservation of energy: |
i. The operations of your Company are not energy intensive. However,
adequate measures have been initiated to reduce energy consumption. |
ii. The capital investment on energy conservation equipment's: Nil |
B. Technology Absorption : |
i. The efforts made towards technology absorption: Not Applicable. |
ii. The benefits derived like product improvement, cost reduction,
product development or import substitution: Not Applicable. |
iii. In case of imported technology (imported during the last three years
reckoned from the beginning of the Financial Year): Not Applicable. |
iv. Company has not incurred any expenditure on Research and Development during the
year under review.
C. Further there was neither inflow nor outflow of foreign exchange during the year.
30. RISKS MANAGEMENT AND AREA OF CONCERN
The Company has laid down a well-defined Risk Management Policy covering the risk
mapping, trend analysis, risk exposure, potential impact and risk mitigation process. A
detailed exercise is being carried out to identify, evaluate, manage and monitoring of
both business and non- business risk. The Board periodically reviews the risks and
suggests steps to be taken to control and mitigate the same through a properly defined
framework.
Although, market conditions are likely to remain competitive, future success will
depend upon offering improved products through technology innovation and productivity. The
Company continues to invest in these areas.
The Company has the risk management and internal control framework in place
commensurate with the size of the Company. However Company is trying to strengthen the
same. The details of the risks faced by the Company and the mitigation thereof are
discussed in detail in the Management Discussion and Analysis report that forms part of
the Annual Report.
31. PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view
to regulate trading in securities by the Directors and designated employees of the
Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits
the purchase or sale of Company shares by the Directors and the designated employees while
in possession of unpublished price sensitive information in relation to the Company and
during the period when the Trading Window is closed. The Board is responsible for
implementation of the Code. All Board of Directors and the designated employees have
confirmed compliance with the Code.
32. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCYAND
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.
33. 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.
34. 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.
35. DEMATERIALIZATION OF SHARES:
During the year under review, all the equity shares were dematerialized through
depositories viz. National Securities Depository Limited and Central Depository Services
(India) Limited, which represents 100% of the total paid-up capital of the Company. The
Company ISIN No. is INE0MLA01012 and Registrar and Share Transfer Agent is KFIN
TECHNOLOGIES LIMITED.
36. SECRETARIAL STANDARDS:
During the year under review, Company has complied with all the applicable provisions
of secretarial standards issued by the Institute of Company Secretaries of India.
37. INVESTOR GRIEVANCES REDRESSAL STATUS:
During the Financial Year 2023-24, queries received during the time of IPO and the same
were resolved in a timely manner.
Quarter Ending 31-Mar-2024:
Pending at the beginning of quarter 0
Received during the quarter 0(received regarding Non Receipt of Refund/Unblock)
Disposed off during the quarter 0
Remaining unresolved at the end of quarter -0
Company Secretary, acts as the Compliance Officer of the Company is responsible for
complying with the provisions of the Listing Regulations, requirements of securities laws
and SEBI Insider Trading Regulations. The Investor can be sent their query at
smefloat@gmail.com.
38. SEBI COMPLAINTS REDRESS SYSTEM (SCORES):
The investor complaints are processed in a centralized web based complaints redress
system. Your Company has been registered on SCORES and makes every effort to resolve all
investor complaints received through SCORES or otherwise within the statutory time limit
from the receipt of the complaint. The Company has not received any complaint on the
SCORES during the financial year 2023-24.
39. 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. 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. |
5. No Change in nature of Business of Company. |
6. No Corporate Insolvency Resolution Process initiated under the
Insolvency and Bankruptcy Code, 2016. |
7. Except 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 the report. |
40. 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
factors.
41. ACKNOWLEDGEMENT
Your Directors wish to place on record their appreciation and sincere thanks to the
State Governments, Government agencies, Banks & Financial Institutions, customers,
shareholders, vendors and other related organizations, who through their continued support
and co- operation have helped, as partners in your Company's progress. Your Directors,
also acknowledge the hard work, dedication and Commitment of the employees.
|
For and on behalf of the Board of Directors |
|
|
AGARWAL FLOAT GLASS INDIA LIMITED |
|
|
(Formerly Known As Agarwal Float Glass India Private Limited) |
|
Date: 30.08.2024 |
|
|
Place: Jaipur |
SD/- |
Sd/- |
|
Uma Shankar Agarwal |
Mahesh Kumar Agarwal |
|
Managing Director |
Director |
|
DIN: 02806077 |
DIN: 02806108 |