For The Financial Year Ended March 31, 2024
To The Members:
Your Directors have pleasure in presenting this Twelfth (12th)
Directors' Report along with the Audited Financial Statements for the Financial Year
ended March 31, 2024.
1. Highlights of financial performance:
Your Company's Standalone performance during the Financial Year
2023-24 as compared to that of the previous Financial Year 2022-23 is summarized below:
Particulars |
Financial Year ended
Amount in 000) |
|
31/03/2024 |
31/03/2023 |
Total Income |
10,69,756.82 |
7,10,993.96 |
Profit before Exceptional and Ex- traordinary
Item and Tax |
2,40,014.11 |
1,44,159.93 |
Less: Prior period items and Extraor- dinary
Item |
- |
180.24 |
Profit Before Taxation (PBT) |
2,40,014.11 |
1,43,979.69 |
Less: Tax Expense |
69136.64 |
42,619.79 |
Profit After Taxation (PAT) |
1,70,877.47 |
1,01,359.90 |
2. State of affairs of the company, its subsidiaries & joint
ventures & other associates/ review of operations.
Your company is primarily in the business of manufacturing and
servicing of critical component systems and test facilities for submarines & surface
ships for The Indian Navy.
There has been no change in the nature of business of your Company
during the Financial Year 2023-24.
Businesses of the Company:
Your company is primarily in the business of manufacturing and
servicing of critical component systems and test facilities for submarines & surface
ships for The Indian Navy. Further we also design, develop Mechanical Equipments and
systems for industries like Nuclear and Clean Energy. The break up of revenue model
between defence sector and non defence sector for FY 2023-24 is as shown on the next page:
3. Capital expenditure
During the year the company incurred the capital expenditure of Rs.
1,687.73 lakhs on fixed assets.
4. Familiarisation programme for directors:
As a practice, all Directors (including Independent Directors) inducted
to the Board go through a structured orientation programme. Presentations are made by
Senior Management giving an overview of the operations, to familiarise the new Directors
with the Company's business operations. The Directors are given an orientation on the
products of the business, group structure and subsidiaries, Board constitution and
procedures, matters reserved for the Board, and the major risks and risk management
strategy of the Company.
During the year under review, no new Independent Directors were
inducted to the Board.
5. Dividend:
The Board of Directors, in its meeting held on November 03, 2023, has
declared an interim dividend @ 5% per equity share (0.50 per share) on the paid-up equity
share capital of the company which was paid on or before 29th November, 2023.
Further, the Board of Directors, in its Meeting held on May 29, 2024
has recommended a final dividend @ 5% per equity share (0.50 per share) on the paid-up
equity share capital of the Company, subject to approval of shareholders.
6. Share capital and reserves: a. Share capital The paid up Equity
Share Capital of the Company as on March 31, 2023 was Rs. 14,27,41,000/- divided into
1,42,74 100 equity shares of Rs, 10/- each fully paid up. During the year under Review the
Company has attained the status of being listed on BSE SME Platform with effect from June
12, 2023. Through its prospectus dated May 23, 2023, the Company successfully raised
_8,580.00 lakhs by offering 52,00,000 equity shares at _10 each via an initial public
offering. Further 52,00,000 Equity Shares of face value of Rs. 10/- each were available
under the Offer, at Issue Price of Rs. 165. The paid up Equity Share Capital of the
Company as on March 31, 2024 is Rs. 19,47,41,000/- divided into 1,94,74,100 equity shares
of Rs, 10/- each fully paid up. b. Transfer to Reserves: The company retained the entire
surplus in the Profit and Loss Account and hence no transfer to General Reserve was made
during the year.
7. Cash Flow Statements
As required under regulation 34 of the SEBI (LODR) Regulations, 2015, a
Cash Flow Statement forms part of Annual Report.
8. Transfer of unpaid and unclaimed dividends to investor education and
protection fund
The Ministry of Corporate Affairs under Sections 124 and 125 of the
Companies Act, 2013 requires dividends that are not encashed/ claimed by the shareholders
for a period of seven consecutive years, to be transferred to the Investor Education and
Protection Fund (IEPF). In FY 2023-24, there was no amount due for transfer to IEPF.
9. Subsidiary/ joint venture/ associate company
The Company does not have any Subsidiary, Joint venture or an Associate
Company.
10. Deposits:
During the year, the Company has not accepted any deposits from the
public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies
(Acceptance of Deposits) Rules, 2014.
11. Change in the nature of business, if any:
During the year, there was no change in the nature of business of the
company.
12. Material changes and commitments after the reporting period
There have been no material changes and commitments, which affect the
financial position of the Company which have occurred between the end of the FY and the
date of this Report.
13. Significant and material orders
There are no significant and material orders passed by the Regulators
or Courts or Tribunals impacting the going concern status and Company's operations in
future.
14. Corporate governance
In terms of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 exempts companies which have listed their specified securities on SME
Exchange from compliance with corporate governance provisions.
Since the equity share capital of your Company is listed exclusively on
the SME Platform of BSE, the Company is exempted from compliance with Corporate Governance
requirements, and accordingly the reporting requirements like Corporate Governance Report,
Business Responsibility Report etc. are not applicable to the Company.
15. Extract of annual return:
The Annual Return of the Company as on 31st March, 2024 is
available on the website of the Company at https://cffdefensys.com/.
16. Scheme of Amalgamation / Arrangement:
During the Financial Year 2023-24, your Company has not proposed or
considered or approved any Scheme of Merger / Amalgamation / Take-over / Demerger or
Arrangement with its Members and/or Creditors.
17. Details in Respect of Adequacy of Internal Financial Controls With
Reference to the Financial Statement:
In the opinion of the Board of Directors of your Company, adequate
internal financial controls are available, operative and adequate, with reference to the
preparation and finalization of the Financial Statement for the Financial Year 2023-24.
18. Details of Application Made or any Proceeding Pending Under the
Insolvency and Bankruptcy Code, 2016, during the Financial Year along with their status as
at the end of the financial year:
During the Financial Year 2023-24, there was no application made and
proceeding initiated / pending by any Financial and/or Operational Creditors against your
Company under the Insolvency and Bankruptcy Code, 2016.
As on the date of this Report, there is no application or proceeding
pending against your Company under the Insolvency and Bankruptcy Code, 2016.
19. Details of difference between the amount of valuation at the time
of one-time Settlement and the valuation done at the time of taking a loan from the banks
or Financial institutions along with the reasons thereof:
During the Financial Year 2023-24, the Company has not made any
settlement with its bankers for any loan(s) / facility (ies) availed or / and still in
existence.
20. Particulars Of Loans, Guarantees And Investments Under Section 186
Of The Companies Act, 2013:
The Company has not given any loans, guarantees or made any investments
under section186 of the Companies Act, 2013
21. Board matters:
A. Directors' Responsibility Statement pursuant to section 134 of
the Companies Act, 2013
Your Board of Directors hereby confirms that:
i. In the preparation of the annual accounts of the Company for the
year ended March 31, 2024, the applicable accounting standards had been followed along
with proper explanation relating to material departures, if any; ii. the accounting
policies selected were applied consistently and the judgments and estimates made are
reasonable and prudent so as to give a true and fair view of the state of affairs of the
company as at March 31, 2024 and of the profit of the company for the year ended on that
date; 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. adequate internal
financial controls have been laid down, have been followed and have been operating
effectively; vi. Proper systems have been devised to ensure compliance with the provisions
of all applicable laws and those systems have been adequate and operating effectively.
B. Declaration of independent directors
The Company has received declarations from all its Independent
Directors that they meet the criteria of Independence as laid down under Section 149(6) of
the Companies Act, 2013 and Securities Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015. Independent Directors have also confirmed that
they have complied with the Code for Independent Directors prescribed in Schedule IV of
the Companies Act, 2013. Independent Directors of the company have registered their names
in the Independent Director's Database maintained by the Indian Institute of
Corporate Affairs (IICA).
C. Board meetings
During the financial year 2023-24, Board meetings were convened and
held on 10th April , 2023, 23rd May 2023, 07th June 2023,
31st July, 2023, 30th August 2023, 03rd November, 2023
and 5th February, 2024.
D. Criteria for performance evaluation
Performance evaluation criteria for Independent Directors
The performance evaluation criteria for independent directors are
determined by the Nomination and Remuneration committee. Factors of evaluation include
participation and contribution by a director, commitment, effective deployment of
knowledge and expertise, integrity and maintenance of confidentiality and independence of
behavior and judgment.
Executive Directors
Performance of the Executive Directors is evaluated on broad criteria
such as contribution and value addition to the Board and Committees thereof; contribution
to the Company and management to achieve its plans, goals, corporate strategy and risk
mitigation; level of participation in the Board and Committee meetings, etc. Director
being evaluated does not participate in the evaluation process. The performance of Board
as a whole is evaluated by the Independent Directors on the basis of its duties and
responsibilities as per terms of reference. The Chairman's performance is evaluated
by Independent Directors on the above parameters after taking into account the views of
Executive and Non-Executive Directors.
E. Meeting of Independent Directors
A separate meeting of Independent Directors of the Company was held on
25th March, 2023. At the meeting, the Independent of the company reviewed the
performance of the Non-Independent Directors and the Board as a whole; reviewed the
performance of the Chairman of the Company, taking into account the views of the Executive
and Non-executive Directors and assessed the quality, quantity and timeliness of flow of
information between the Company Management and the Board that is necessary for the Board
to effectively and reasonably perform its duties.
The Independent Directors expressed their satisfaction with the overall
performance of the Directors and the Board as a whole.
F. Directors
There were no Appointment/ Resignation/ Change in Designation of
directors during the year under review.
G. Retirement by Rotation
Mr. Gautam Makkar, (DIN: 00354956) Chairman and Non-Executive Director
retires by rotation at the forthcoming Annual General Meeting and being eligible, offers
himself for reappointment and the resolution under item No.2 seeking approval of the
Members for his re-appointment has been incorporated in the Notice convening the 12th
Annual General Meeting of the Company along with brief details about his.
H. Changes in Key Managerial Personnel
There were no Changes in Key Managerial Personnel during the year under
review.
Further Pursuant to the provisions of Section 2(51) and 203 of the
Companies Act, 2013, as on date of report, following are the Key Managerial Personnel of
the Company:
Sunil Menon, Managing Director,
Hitesh Birla, Chief Financial Officer and
Sonika Mehta, Company Secretary and Compliance Officer.
I. Disclosures by Directors:
The Board of Directors has submitted notice of interest in Form MBP 1
under Section 184(1) as well as intimation by directors in Form DIR 8 under Section 164(2)
and declarations as to compliance with the Code of Conduct of the Company.
Certificate of Non-Disqualification of Directors received from M/s. M
Rupareliya & Associates, Practicing Company Secretary is annexed to the Board's
Report as "Annexure VI".
J. Committees of the board: a. Audit Committee:
The Audit Committee, as per Section 177 of Companies Act, 2013, our
board has constituted the Audit Committee vide Board Resolution dated November 04, 2022 in
accordance with the Section 177 of the Companies Act, 2013. The audit committee comprises
of:
Name of Director |
Category |
Position in the committee |
Attendance at
the Audit Committee Meetings held on |
|
|
|
31.07.2023 |
03.11.2023 |
Rajnish Prakash |
NonExecutive
Independent Director |
Chairman |
Yes |
Yes |
Priyanka Moondra Rathi, |
Non-Executive Independent
Director |
Member |
Yes |
Yes |
Sunil Menon |
Managing Director |
Member |
Yes |
Yes |
The Committee is governed by a Charter, which is in line with the
regulatory requirements mandated by the Companies Act, 2013. Some of the important
functions performed by the Committee are:
Financial Reporting and Related Processes:
Oversight of the Company's financial reporting process and
financial information submitted to the Stock Exchanges, regulatory authorities or the
public.
Reviewing with the Management, the Half Yearly Unaudited
Financial Statements and the Auditor's Limited Review Report thereon / Audited Annual
Financial Statements and Auditors' Report thereon before submission to the Board for
approval. This would, inter alia, include reviewing changes in the accounting policies and
reasons for the same, major accounting estimates based on exercise of judgement by the
Management, significant adjustments made in the Financial Statements and / or
recommendation, if any, made by the Statutory Auditors in this regard.
Review the Management Discussion & Analysis of financial and
operational performance.
Discuss with the Statutory Auditors its judgement about the
quality and appropriateness of the Company's accounting principles with reference to
the Accounting Standard (AS).
Review the investments made by the Company.
All the Members on the Audit Committee have the requisite qualification
for appointment on the Committee and possess sound knowledge of finance, accounting
practices and internal controls.
b. Nomination and Remuneration Committee:
The Nomination and Remuneration Committee, as per Section 178(1) of
Companies Act, 2013, our board has constituted Nomination and Remuneration Committee vide
Board Resolution dated November 04, 2022 in accordance with the Section 178 of the
Companies Act, 2013. The Nomination and Remuneration Committee comprises of:
Name of Director |
Category |
Position in committee |
the Attendance at the
Nomination and Remuneration Committee held on 31.07.2023 |
Priyanka Moondra Rathi |
Non-Executive Independent
Director |
Chairman |
Yes |
Rajnish Prakash |
Non-Executive Non-
Independent Director |
Member |
Yes |
Gautam Makkar |
Non-Executive Director |
Member |
Yes |
The terms of reference of the Committee inter alia, include the
following:
Succession planning of the Board of Directors and Senior
Management Employees;
Identifying and selection of candidates for appointment as
Directors / Independent Directors based on certain laid down criteria;
Identifying potential individuals for appointment as Key
Managerial Personnel and to other Senior Management positions;
Formulate and review from time to time the policy for selection
and appointment of Directors, Key Managerial Personnel and senior management employees and
their remuneration;
Review the performance of the Board of Directors and Senior
Management Employees based on certain criteria as approved by the Board.
The Company has formulated a Remuneration Policy which is annexed to
the Board's Report in "Annexure VII".
c. Stakeholders Relationship Committee:
The Stakeholders Relationship Committee, as per Section 178(5) of
Companies Act, 2013, our board has constituted the Stakeholders Relationship Committee
vide Board Resolution dated November 04, 2022 in accordance with the Section 178 of the
Companies Act, 2013. The Stakeholders Relationship Committee comprises of: The terms of
reference of the Committee are:
Name of Director |
Category |
Position in the committee |
Attendance at the
Stakeholders Relationship Committee held on 31.07.2023 |
Priyanka Moondra Rathi |
Non-Executive Independent
Director |
Chairman |
Yes |
Rajnish Prakash |
Non-Executive Independent
Director |
Member |
Yes |
Gautam Makkar |
NonExecutive Director |
Member |
Yes |
transfer/transmission of shares/debentures and such other
securities as may be issued by the Company from time to time; issue of duplicate
share certificates for shares/debentures and other securities reported lost, defaced or
destroyed, as per the laid down procedure; issue new certificates against
subdivision of shares, renewal, split or consolidation of share certificates /
certificates relating to other securities; issue and allot right shares / bonus
shares pursuant to a Rights Issue / Bonus Issue made by the Company, subject to such
approvals as may be required; to grant Employee Stock Options pursuant to approved
Employees' Stock Option Scheme(s), if any, and to allot shares pursuant to options
exercised; to issue and allot debentures, bonds and other securities, subject to
such approvals as may be required; to approve and monitor dematerialization of
shares / debentures / other securities and all matters incidental or related thereto;
to authorize the Company Secretary and Head Compliance / other Officers of the
Share Department to attend to matters relating to non-receipt of annual reports, notices,
non-receipt of declared dividend / interest, change of address for correspondence etc. and
to monitor action taken; monitoring expeditious redressal of investors /
stakeholders grievances; all other matters incidental or related to shares,
debenture
During the year, Four (4) complaints were received from shareholders/
Stakeholders and the same has been resolved within the stipulated time. Further there are
no balance complaints. The Company had no share transfers pending as on March 31, 2024.
d. The Corporate Social Responsibility Committee:
The Corporate Social Responsibility Committee, as per Section 135 of
Companies Act, 2013, our board has constituted the CSR Committee vide Board Resolution
dated November 04, 2022 in accordance with the Companies Act, 2013. The Corporate Social
Responsibility Committee comprises of:
Name of Director |
Category |
Position in committee |
the Attendance at the
Corporate Social Responsibility Committee held on 31.07.2023 |
Sunil Menon |
Managing Director |
Chairman |
Yes |
Gautam Makkar |
Non- Executive Director |
Member |
Yes |
Prakash Rajnish |
N o n - E x e c u t i v
Independent Director |
e Member |
Yes |
The terms of reference of the Committee are:
Formulation of a corporate social responsibility policy to the
Board, indicating the activities to be undertaken by the Company in areas or subject
specified in the Companies Act, 2013. The activities should be within the list of
permitted activities specified in the Companies Act, 2013 and the rules thereunder;
Recommending the amount of expenditure to be incurred, amount to
be at least 2% of the average net profit of the Company in the three immediately preceding
financial years or where the Company has not completed the period of three financial years
since its incorporation during such immediately preceding financial years;
Instituting a transparent monitoring mechanism for
implementation of the corporate social responsibility projects or programs or activities
undertaken by the Company;
Monitoring the corporate social responsibility policy from time
to time and issuing necessary directions as required for proper implementation and timely
completion of corporate social responsibility programmes;
Identifying corporate social responsibility policy partners and
corporate social responsibility policy programmes; Identifying and appointing the
corporate social responsibility team of the Company including corporate social
responsibility manager, wherever required; and Performing such other duties and functions
as the Board may require the Corporate Social Responsibility Committee to undertake to
promote the corporate social responsibility activities of the Company or as may be
required under applicable laws.
22. Transfer of shares and unclaimed dividend to Investor Education and
Protection Fund (IEPF):
During the year under review, your Company has not transferred any
unclaimed amount and shares lying with the Company for a period of seven years to the
Investor Education and Protection Fund (IEPF) in compliance with the applicable provisions
of the Companies Act, 2013.
23. Auditors:
a. Independent Auditors: M/S. V. N. Purohit & Co., Chartered
Accountants - Firm Registration No. 304040E Statutory Auditors of the Company were
appointed at the 10th Annual General Meeting of the Company held on September
30, 2022 for a period of five years. Accordingly, M/S. V. N. Purohit & Co., will
complete their term and tenure as envisaged in Section 139 of the Companies Act, 2013 at
the conclusion of this Annual General Meeting to be held in the year 2026. b. Cost
Auditor: During the year i.e. 2023-24 under review, Cost audit was not applicable to us.
Further, for the year ended March 31, 2024, the company has an overall annual turnover of
_107 Crore (One hundred and Seven Crore), which exceeds the criteria laid down under
Section 148, i.e., _100 crore. Therefore, according to the provisions of Section 148 of
the Companies Act 2013, the company will get its Cost Records Audited for the Financial
Year 2024-25. c. Secretarial auditor: During the year under review, the Board of
Directors, on the recommendation of the Audit Committee, has appointed M Rupareliya &
Associates, a practicing company secretary, as Secretarial Auditor to conduct the
secretarial audit of the Company for the financial year 2023-24.
The company in its Board meeting held on dated 29th May
2024, has reappointed M Rupareliya & Associates, a practicing company secretary, as
Secretarial Auditor to conduct the secretarial audit of the Company for the financial year
2024-25. They have confirmed their eligibility for the re-appointment.
24. Independent auditors' report:
The Statutory Auditor's report to the Members on the financial
statement for the year ended March 31, 2024 does not contain any qualification,
reservation, adverse remark or any disclaimer.
25. Reporting of fraud:
During the year under review, there were no instances of frauds
reported by Auditors under Section 143(12) of the Companies Act, 2013.
26. Credit Rating
During the year under review, no credit rating has been obtained for
the company.
27. Management discussion and analysis Report
A detailed review of operations, performance and future outlook of your
Company and its businesses is given in the Management Discussion and Analysis, which forms
part of this Report as stipulated under Regulation 34(2)(e) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 details are given in Annexure
IV to this Report.
28. Compliance with Secretarial Standards
The Company has complied with Secretarial Standards notified by the
Institute of Company Secretaries of India.
29. Conservation of energy, technology absorption and foreign exchange
earnings and outgo
The Information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies
Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as
Annexure I to this Report.
30. Particulars of contracts or arrangements with related parties
referred to in Sub-section (1) of section 188 of the companies act, 2013:
All related party transactions entered by the Company during the
financial year 2023-24 with related parties were on arm's length basis and in the
ordinary course of business. No material related party transactions / arrangements were
entered into during the financial year by the Company.
The particulars of transactions with related parties referred in
section 188(1) of the Companies Act, 2013 entered by the Company during the financial year
ended March 31, 2024 in Form AOC-2 is annexed herewith as Annexure II to this
Report.
The details of the transactions with related parties were also provided
in the notes to the financial statements.
31. Risk management policy
Your company recognizes Risk Management as a very important part of
business and has kept in place necessary policies, procedures and mechanisms. The company
proactively identifies monitors and takes precautionary and mitigation measures in respect
of various risks that threaten the operations and resources of the company.
The Risk Management Policy of the company is available at the link
https://cffdefensys.com/investors/.
32. Vigil mechanism policy
Pursuant to the provisions of Section 177 (9) and (10) of the Companies
Act, 2013 a Whistle Blower policy has been established. The policy is available at the
website link https://cffdefensys.com/investors/.
33. Corporate social responsibility (CSR) activities during the year
2023-24:
During the year, the Company has in place a CSR policy laid down in
accordance with the provisions of Companies Act, 2013 and rules made thereunder. The
Company under its CSR policy, affirms its commitment of seamless integration of
marketplace, workplace, environment and community concerns with business operations by
undertaking activities
/ initiatives that are not taken in its normal course of business
and/or confined to only the employees and their relatives and which are in line with the
broad-based list of activities, areas or subjects that are set out under schedule VII of
the Companies Act, 2013.
The company has spent an amount of Total Amount of Rs. 25,50,000 on CSR
activities as specified in Schedule VII of the Companies Act, 2013, against the 2% of
average profit for the last three years.
The Company had deposited a sum of Rs. 8.50 Lakhs pertaining to CSR
expenditure for the year ended on 31st March 2023 to the "PM Cares
Fund" specified under Schedule VII of the Companies Act, 2013 before due date and for
the Financial year ended on 31st March 2024, the company has spent an amount of
Rs. 17,00,000 to KESHAVLAL V. BODANI EDUCATION FOUNDATION for use in their efforts towards
providing greater access and quality in education and rehabilitation services to children
with disability.
Details of CSR activities are given in Annexure III to this
Report.
34. Significant Regulatory Or Court Orders:
During the Financial Year 2023-24 and thereafter till the date of this
Report, there were no significant and material orders passed by the regulators or Courts
or Tribunals which can adversely impact the going concern status of your Company and its
operations in future.
35. Disclosure under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
During the year under review, there were no cases received / filed
pursuant to the provisions of the Sexual Harassment of Women at Work-place (Prevention,
Prohibitions and Redressal) Act, 2013.
36. Disclosure of significant and material orders passed by regulators
etc. under Rule 8(5)(vii) of the Companies (Accounts) Rules 2014 .
During the year under review, there were no significant or material
order(s) passed by the Regulators / Courts or Tribunals which would impact the going
concern status of the Company and its future operations.
37. Disclosure of internal financial control systems and their adequacy
Rule 8(5)(viii) of the Companies (Accounts) Rules 2014
Your company has in place adequate internal financial controls with
reference to financial statements. The Board has adopted the policies and procedures for
ensuring the orderly and efficient conduct of its business, including adherence to the
Company's policies, safeguarding of its assets, prevention and detection of frauds
and errors, accuracy and completeness of the accounting records, and aid in the timely
preparation of reliable financial statements.
38. Annual Return
Pursuant to the provisions of Section 92(3) of the Companies Act, 2013,
the Annual Return in Form MGT-7 is available on the company's weblink
https://cffdefensys.com/investors/ .
39. Remuneration of directors and employees and related disclosures
Remuneration is paid to directors and employees in accordance with the
remuneration policy of the company and applicable statutory provisions.
The information required under Section 197 & Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given
below.
a. The median remuneration of employees of the Company during the
financial year is Rs. 26,400/-b. Percentage decrease in the median remuneration of
employees in the financial year 2023-24 : 10.92 % c. Number of permanent employees on the
rolls of the Company as on March 31, 2024: 67 (Sixty Seven). d. It is hereby affirmed that
the remuneration paid during the year is as per the Remuneration policy of the Company. e.
There is no employee covered under the provisions of section 197(14) of the Companies Act,
2013.
There was no employee in the Company who drew remuneration of Rs.
1,00,00,000/ - per annum during the period under review. Hence, the Company is not
required to disclose any information as per Rule 5(2) of the Companies (Appointment and
Remuneration) Rules, 2014.
40. Listing on stock exchanges
The Company's Equity shares are listed on BSE SME Platform (Scrip
Code: 543920) and the Listing Fees has been paid to them up to date.
41. Policies of The Company:
The Companies Act, 2013 read with the Rules framed thereunder and the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations") have mandated the formulation of
certain policies for listed and/ or unlisted companies. All the Policies and Codes adopted
by your Company, from time to time, are available on the Company's website viz.,
https:// cffdefensys.com/investors/, pursuant to Regulation 46 of the Listing Regulations.
The Policies are reviewed periodically by the Board of Directors and its Committees and
are updated based on the need and new compliance requirements.
42. Human Resources and Industrial relations
Your directors thank all the employees for their cooperation and the
contribution towards harmonious relationship and progress of the company.
43. Prevention of insider trading:
In compliance with the provisions of the Securities and Exchange Board
of India (Prohibition of Insider Trading) Regulations, 2015, as amended, the Company has
formulated and adopted the revised "Code of Conduct for Prevention of Insider
Trading" ("the Insider Trading Code"). The object of the Insider Trading
Code is to set framework, rules and procedures which all concerned persons should follow,
while trading in listed or proposed to be listed securities of the Company. During the
year, the Company has also adopted the Code of Practice and Procedures for Fair Disclosure
of Unpublished Price Sensitive Information ("the Code") in line with the SEBI
(Prohibition of Insider Trading) Amendment Regulations, 2018. The Code is available on the
Company's website - https:// cffdefensys.com/investors/ .
44. Depository System:
Your Company's Equity Shares are available for dematerialization
through National Securities Depository Limited (NSDL) and Central Depository Services
(India) Limited (CDSL). The ISIN Number of your Company for both NSDL and CDSL is
INE0NJ001013.
45. Research and development:
Your Company works with the purpose of constant innovation to improve
farmer productivity and thereby to help in feeding the nation. It continues to focus and
invest significantly on cutting edge Research & Development (R&D) initiatives and
strongly believes that productive R&D is a key ingredient for the Company's
success and growth.
46. Cautionary statement:
Statements in the Directors' Report and the Management Discussion
and Analysis Report describing the Company's objectives, projections, expectations,
estimates or forecasts may be forward-looking within the meaning of applicable laws and
regulations. Actual results may differ substantially or materially from those expressed or
implied therein due to risks and uncertainties. Important factors that could influence the
Company's operations, inter alia, include global and domestic demand and supply
conditions affecting selling prices of finished goods, input availability and prices,
changes in government regulations, tax laws, economic, political developments within the
country and other factors such as litigations and industrial relations.
47. Appreciation:
Your Directors wish to place on record sincere appreciation for the
support and co-operation received from various Central and State Government Departments,
organizations and agencies. Your Directors also gratefully acknowledge all stakeholders of
your Company, viz., Shareholders, customers, dealers, vendors, banks and other business
partners for excellent support received from them during the Financial Year under review.
Your Directors also express their genuine appreciation to all the employees of the Company
for their unstinted commitment and continued contribution to the growth of your Company.
For and on behalf of the Board of Director of CFF Fluid Control Limited
|
Gautam Makkar |
Place: Mumbai |
Chairman |
Date: 5th September 2024 |
DIN: 00354956 |