To,
The Members,
DENTA WATER AND INFRA SOLUTIONS LIMITED
(Formerly known as Denta Properties and Infrastructure Private Limited)
Bangalore
The Board of Directors hereby submits the 7th report of the Board of
Directors of your Company, along with the audited financial statements, for the financial
year ended March 31, 2023.
1. FINANCIAL RESULTS
The Company's financial performance for the year under review along with previous year
figures is given here under-
(Amounts in INR Million)
Particulars |
For the financial year ended 31st March, 2023 |
For the financial year ended 31st March, 2022 |
Revenue from operation |
1,743.24 |
1,195.72 |
Other Income |
14.22 |
0.63 |
Total Income |
1,757.46 |
1,196.35 |
Less: Expenses |
|
|
Cost of material and services consumed |
1,045.02 |
668.84 |
Employee Benefits expenses |
11.26 |
0.97 |
Finance Cost |
0.93 |
- |
Depreciation and amortisation expenses |
3.71 |
0.86 |
Other expenses |
17.38 |
7.80 |
Total Expenses |
1,078.30 |
678.47 |
Profit/(Loss) Before Tax |
679.16 |
517.88 |
Current tax |
180.63 |
134.51 |
Less: MAT Credit |
|
|
Mat Credit Prior Period |
- |
- |
Deferred tax |
(4.42) |
0.02 |
Profit/(Loss) After Tax |
498.57 |
383.38 |
EPS Basic and Diluted |
25.97 |
19.97 |
2. STATE OF AFFAIRS / HIGHLIGHTS
Denta is a distinguished civil engineering contractor specializing in a wide spectrum
of infrastructure development projects, with a primary focus on water conveyance,
treatment plants, storage reservoirs, high-rise buildings, bridges, roads, drains, and
more. Established on a foundation of technical excellence and a commitment to core values,
Denta has earned a reputation for delivering top-notch solutions through its world-class
equipment and a highly skilled workforce.
Core Values- Denta is dedicated to a set of core values that form the bedrock of its
corporate culture. These values encompass integrity, excellence, safety, sustainability,
and community engagement. They guide every aspect of the company's operations, fostering a
culture of professionalism and ethical conduct.
Denta's Vision:
To provide a superior quality of life to the common man by continuous improvement of
core infrastructure.
Denta's Mission' To continuously strive to develop superior infrastructure that meets
the highest standards of engineering excellence, efficiency, quality, and economy without
compromising corporate social and environmental responsibilities.
Main Objectives: Denta's main objectives include the establishment, maintenance, and
provision of engineering, technical, and consultancy services in connection with projects
related to the development and revitalization of water resources. This encompasses
everything from planning, design, and supervision to operation, maintenance, and project
management. Denta's expertise also extends to infrastructure projects in areas such as
roads, buildings, railways, and more.
There has been no change in the business of the Company during the financial year ended
31st March, 2023.
After the closure of the Financial Year 2022-23 up to the present date, several
significant changes have taken place within the company:
The company underwent a name change, transitioning from "DENTA PROPERTIES
AND INFRASTRUCTURE PRIVATE LIMITED" to "DENTA WATER AND INFRA SOLUTIONS PRIVATE
LIMITED." This name change received approval from the company's members during an
Extraordinary General Meeting held on June 26, 2023. The Certificate of Incorporation
reflecting the new name was officially issued on July 31, 2023.
The company's registered office was relocated within the local limits. This move
was approved by the Board of Directors during a meeting held on July 27, 2023.
The company's status was transformed from a Private Limited entity to a Public
Company. This change was ratified by the company's members during an Extraordinary General
Meeting held on August 14, 2023. Subsequently, the Certificate of Incorporation reflecting
the new public company status was issued on September 12, 2023.
3. REVIEW OF OPERATIONS AND BUSINESS PERFORMANCE:
We are pleased to share the Company's performance during the past year. Our revenue
from services saw a significant increase, reaching Rs. 1,743.24 million compared to Rs.
1,195.72 million in the previous year. This growth in revenue reflects our commitment to
providing valuable services to our clients.
Even more encouraging is the fact that after accounting for all expenses and taxes, our
net profit reached Rs. 498.57 million, up from Rs. 383.37 million in the previous year.
This demonstrates the effectiveness of our operations and the dedication of our team.
We are delighted to inform you that our performance is considered "Good" by
our management and stakeholders. We remain committed to enhancing this performance
further. Our directors are confident that we can achieve even better results in terms of
revenue and profitability in the current year.
We appreciate your continued support, and we look forward to sharing more successes
with you in the future.
4. DIVIDEND:
Due to the need for funds to support working capital requirements and explore new
opportunities, the directors have decided not to declare a dividend for the mentioned
year.
5. CAPITAL STRUCTURE:
As at the end of the financial year 2022-23, The Authorized Share Capital of the
Company is Rs.4,85,00,000/ (Rupees Four Crore Eighty-Five Lakhs Only) divided into
48,50,000 (Forty- Eight Lakhs Fifty Thousand Only) Equity Shares of Rs.10/- each.
The Paid-up Capital of the Company is Rs.4,80,00,000/-(Rupees Four Crore Eighty Lakhs
Only) divided into 48,00,000 (Forty Eighty Lakhs Only) Equity Shares of Rs.10/- (Rupees
Ten Only)
There were no changes in the capital structure during the year.
6. CHANGE IN NATURE OF BUSINIES:
The nature of the business remained unchanged throughout the FY 2022-23.
7. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSTION OF THE
COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE DIRECTORS'REPORT:
No significant changes or commitments that would impact the company's financial
position have arisen between the end of the financial year covered by these financial
statements and the date of this report.
8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:
(A) Conservation of Energy |
|
the steps taken or impact on conservation of energy |
While the company's operations are not heavily reliant on power, a
commitment to energy conservation and reduced power consumption remains a priority. |
the steps taken by the company for utilizing alternate sources of energy |
Nil |
the capital investment on energy consei-vation equipment |
Ni |
(B) Technology Absorption |
|
the efforts made towards technology absorption |
Nil |
the benefits derived like product improvement, cost reduction, product
development or import substitution |
Nil |
in case of imported technology (imported during the last three years
reckoned from the beginning of the financial year) |
NA |
the details of technology imported.' |
NA |
the year of import |
NA |
whether the technology been fully absorbed |
NA |
if not fully absorbed, areas where absorption has not taken place, and
the reasons thereof |
NA |
the expenditure incurred on Research and Development |
Nil |
9. FOREIGN EXCHANGE EARNINGS AND OUTGO: NIL
10. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF
THE COMPANY:
Your Company undertakes major projects that include lifting or pumping of secondary
treated water from available sources to various ridge points to fill tanks (ponds) that
resulted into replenishment in groundwater levels and substantial increase in agriculture
productivity. Your Company also responsible for Operational & Maintenance (O&M)
work for five years of particular project (Lift Irrigation).
IRM defines risk as "The combination of the probability of an event and its
consequence that can range from positive to negative." All organizations have
objectives at strategic, tactical and operational levels - anything that makes achieving
these objectives uncertain is a risk. These risks are varied in nature and go hand in hand
with the business opportunities. As our world becomes increasingly volatile and
unpredictable, we must cope with greater uncertainty. It can never be assured that the
Company operates in a totally risk free environment.
In Denta, we do believe Risk management should be embedded in the general management of
the organization and fully integrated with other business functions such as finance,
strategy, internal control, procurement, continuity planning, HR and compliance. Thus
Enterprise risk management is an integrated or holistic approach to managing risk across
the organization, using clearly articulated frameworks and processes led from board level.
Accordingly, the scope of this document is to formalize a risk management policy to
identify, evaluate and minimize identifiable risks. This Policy shall be periodically
reviewed by the Board of Directors, so that the risks are managed and controlled through
properly laid down framework.
Business Environment - Risks and Concerns.
While striving to meet its Corporate Mission and Corporate Objectives, risks and
concerns go hand-in- hand along with the opportunities. Civil construction is a high risk
business which haunts every stakeholder. The Company operates under limiting cost and time
schedule. The probability of time over run and consequently cost overrun exposes company
to high risk. The : Risk Management Policy seeks to strike a balance between Company's
strengths, weaknesses, opportunities and threats on one hand with the real and potential
risks on the other hand.
Denta's Approach
Denta's approach towards Risk Management includes the following:
Dents shall establish documented Risk Management System and assign
responsibilities to its employees to take corrective and preventive measures.
Dents shall review the Risk Management System and Upgrade/ revise-the same
periodically.
Dents shall strive to increase awareness among its employees and other stake
holders about the possible risks and the measures to mitigate and control the same.
Objectives of Risk Management Policy
Following are the objectives of Dent's Risk management policy:
To define a framework for identification, evaluation and mitigation of risk in
the decision-making process of the business of Denta Properties and Infrastructure Private
Limited;
To protect Denta from the risks of significant likelihood and consequence in the
pursuit of Denta's stated strategic goals and objectives;
To encourage proactive rather than reactive management;
Risk Management Process
The process of Risk Management covers the following:
Risk Identification & Categorization means Company's exposure to uncertainty
classified as Strategic/ Operational/Financial/Compliance/Environmental.
Risk Management Framework refers to the Organisation structure with
responsibility and Accountability for risk management.
Risk Assessment and control refers to the method of assessing and recording the
Company's identified risks in a structured manner their measurement and control.
Continuous assessment is the process to be vigil and sensitize the organization
regarding potential risks.
Identification and Categorisation of Risks
From the perspective of Denta, the risks can be of following nature:
i. Project selection - It refers to the risk of not selecting projects with the best
potential risk/reward ratios.
ii. Contractual Risk Contractual risk refers to the risk of having sub-optimal
or erroneous clauses in the contract which could potentially compromise interests and/or
provide unintended options/exit routes to other parties.
iii. Risk of delay in project completion -
This risk refers to the consequences of non-completion of the project by the
contracted/ agreed due dates. Its consequences may range from arbitrations, litigations,
loss of reputation etc. It is to be noted that delays beyond the extension granted by the
client are covered within the scope of this risk.
Project leading to time and cost overruns.
Risk related to Govt, regulations & policies on land acquisition. There may
be difficulty in acquiring land due to people's protest and non-acceptance of either land
acquisition notification or the compensation.
Delay in timely approvals and clearances by local authorities.
i. Escalation of project costs risk - The risk of actual project costs exceeding the
budgeted project costs is covered here. The budgeted project costs refer to those which
have been used in the pricing/ bidding process.
ii. Strategic Risk - These risks are associated with operating in the particular
industry and includes risks arising from demand changes or changes in customers, industry
changes, intense competition, change in technology, Research & Development etc.
These risks pose threats or opportunities which materially affect the ability of the
organisation to survive.
iii. Compliance Risk -These risks are associated with the need to comply with laws and
regulations etc. They also apply to the need to act in a manner which stakeholders and
customers expect.
iv. Operational Risk - Such risks are associated with the company's operational and
administrative procedures which inter-alia include accounting controls, regulations,
recruitment, IT systems, board composition, contractual risks and exposures,
organisational risks and exposures etc.
v. Financial Risk - These risks are associated with financial structure of the company,
its transactions and the financial system in place, liquidity risk, regulatory exposures,
Imposition of fresh taxes by the Govt. etc.
vi. People Risk - People risk is related with the understanding the needs of the
employees and aligning it to organizational goals. This risk refers to the inadequate
staffing in terms of number or skill sets for the work on hand or for projected or
contingent work etc.
vii. Information Technology Risk - Information technology risk may be described as the
risk of Failure of hardware, Failure of software or Failure of the network. IT risk may
result in Loss of data, decline in ineffectiveness of management controls, Delay in
achieving milestones or Decline in operating efficiency.
viii. Sovereign Risk - Sovereign risk refers to the unanticipated change of laws or
ad-hoc measures adopted by the government resulting in denial of expected/ contracted
privileges.
ix. Environment Risk - These are associated with release of polluting materials,
environmental performance/compliance limits, business opportunities and breach of
regulations.
Risk Management Framework
Risk Management Policy entails establishing a framework ensuring realization of the
Company's objectives. Denta will have a three tier risk Management Framework as under:
Risk Organisation Chart:
Board of Directors
Senior Management
Team Leads
Roles and Responsibilities
To implement the Risk Management Policy, the following roles and responsibilities are
laid down for the Enterprise Risk Management Pi'ocess:
1. The Board of Directors will have the overall responsibility for ensuring that the
risks are identified and mitigated. The Company shall submit Report to the Board on annual
basis about the risk mitigation procedures.
2. Senior Management shall be the authority to establish a risk management committee in
the organisation.
3. Committee which will assess the risk areas and suggest risk mitigation mechanism to
the Board. The Committee has to provide assurance to the Board that Risk Management
processes are working effectively and the key risks are being managed to acceptable
levels. The Committee also confirm to the Board that the Company's risk management and
internal control systems are operating effectively in relation to material business risks
for the period, and that nothing has occurred since period-end that would materially
change the position.
4. All Team Leads will act as Risk Controller for their respective areas of
operations/functions. Project Managers will also be Risk Controller in respect of
Projects/Works under their control.
Risk Assessment
The Risk assessment methodology shall include:
collection of information
identification of major risks
rating of each risk on the basis of
i. Consequence
ii. Exposure
iii. Probability
Prioritisation of risks
Operation-wise exercise on risk identification, risk rating, control mechanism,
action and fixing up responsibility
Programme for risk level reduction plan and setting level of responsibility and
accountability
Formulation of action plan for Monitoring Risk reduction, evaluation and
correction Measurement and control
Identified risks are analysed and the manner in which the risk is to be managed and
controlled is then determined and agreed. The generally accepted options are:
Avoidance of Risk |
Eliminate |
Non-performance of activity involving Risk. |
Reduction of Risk |
Mitigate |
Reduction in severity of loss. |
Transfer of Risk |
Mitigate |
Engaging Specialist Adhering to competencies operations. |
Retain the Risks |
Unavoidable |
Retained by default |
Continuous Assessment
The Company's Risk Management is continuous process which implies a continuing cycle of
implementing, monitoring, reviewing and managing risk management processes and
simultaneously also sensitizing the organization against all possible risks.
Risk Appraisal and Action Plan
a. Risk Management in the company will look into all organisational processes involved
in advance detection of risks as well as in identifying and taking suitable action to
counter them.
b. Deployment of integrated planning, control and monitoring systems and corporate
governance systems and fine tune them on an ongoing basis to ensure that risks are
detected at early stage and properly assessed and appropriately managed.
c. Risk management, a key success factor will form an integral component of company's
management system. To promote risk awareness throughout the company, risk culture at all
levels shall be developed through the mechanism of review framework, progress monitoring
and discussions in open forums.
Unified early warning system throughout the company will be established and laid down
for risk management
11. ANNUAL RETURN:
In accordance with Section 92 (3) of the Companies Act, 2013, an extract of the Annual
Return is published in the website of the Company.
12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013:
There were no loans, guarantees or investments made by the Company under Section 186 of
the Companies Act, 2013 during the year under review.
13. LOANS FROM DIRECTORS OF THE COMPANY:
The Company does not have any loan during the year.
14. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND
DISCHARGE OF THEIR DUTIES:
Provisions of section 178(1) relating to constitution of Nomination and Remuneration
Committee are not applicable for the FY 2022-23. Hence comments are not offered.
15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
Particulars of contract or arrangements with related parties referred to in Section
188(l) of the Companies Act, 2013, in prescribed form AOC-2 is appended as Annexure - I to
the Board Report.
16. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:
The Board of Directors duly met 08 times during the financial year 2022-2023. The
intervening gap between any two meetings was within the period prescribed under the
provisions of section 173 of companies Act, 2013. The maximum interval between any two
meetings did not exceed 120 days as specified under sub section (l) of section 173 of the
Companies Act, 2013 are as follows:
SI. No |
Date of Board
Meeting |
SUJITH RAJASHEKAR
TUMKUR |
SOWBHAG YAMMA |
MANJUNA TH
GUNDAPPA |
NISTA UDAYAKU
MAR
SHETTY |
1 |
25.04.2022 |
- |
- |
- |
- |
2 |
20.08.2022 |
- |
- |
- |
- |
3 |
01.09.2022 |
- |
- |
- |
- |
4 |
10.10.2022 |
- |
- |
- |
- |
5 |
18.10.2022 |
- |
- |
- |
- |
6 |
03.11.2022 |
- |
- |
- |
- |
7 |
26.12.2022 |
- |
- |
- |
- |
8 |
22.02.2023 |
- |
- |
- |
- |
17. GENERAL MEETINGS HELD DURING THE YEAR:
During the year 6th AGM was held on 30.09.2022 and EGM was held on
03.11.2022.
18. DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the
Board hereby submits its responsibility Statement:
(a) In the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures!
(b) The directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year and of
the profit of the company for that period;
(c) The directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities
(d) The directors had prepared the annual accounts on a going concern basis and
(e) They have laid down internal financial controls, which are adequate and are
operating effectively.
(0 The directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
19. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company does not have any Subsidiary. Joint venture or Associate Company.
20. DEPOSITS:
We have not accepted any fixed deposits, including from the public, and, as such, no
amount of principal or interest was outstanding as of the Balance Sheet date.
21. DECLARATION OF INDEPENDENT DIRECTORS:
The provisions of Section 149 pertaining to the appointment of Independent Directors do
not apply to the Company for the Financial Year 2022-23.
22. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM:
The provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the
Companies (Meetings of the Board and its Powers) Rules, 2013 is not applicable to the
Company j for the Financial Year 2022-23.
23. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE j REGULATORS OR COURTS:
There are no significant material orders passed by the courts/regulators or tribunals
impacting the going concern status and company's operations in future.
24. SHARES:
A. Buy back of securities
The Company has not bought back any of its securities during the year under review.
B. Sweat equity
The Company has not issued any Sweat Equity Shares during the year under review.
C. Bonus shares
No Bonus Shares were issued during the year under review.
D. Employees Stock Option Plan
The Company has not provided any Stock Option Scheme to the employees.
E. Eciuitv shares with differential voting rights
The Company has not issued any Equity shares with differential voting rights during the
year under review.
25. TRANSFER TO RESERVES:
For the financial year ended on 31st March, 2023, the company has not
transferred any amount
to the reserves.
26. DETAILS OF DIRECTORS WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR:
(a) Names of the persons who have been appointed /ceased to be Directors of the company
during the year:
SI Name of the Director No |
Appointment /Cessation |
Designation |
Date of Change |
01 Mr. Manjunath Gundappa |
Appointment |
Director |
Vide EGM dated 03.11.2022 |
02 Mrs. Nista Udayakumar Shetty |
Appointment |
Director |
Vide EGM dated 03.11.2022 |
03 Mrs. Sowbhagyamma |
Resignation |
Director |
03.11.2022 |
04 Mr. Sujith Rajashekar Tumkur |
Resignation |
Director |
03.11.2022 |
(b) Any appointment / cessation after the end of the year and up to the date of the
Report:
SI Name of the Director No |
Appointment /Cessation |
Designation |
Date of Change |
01 Mrs. Sowbhagyamma |
Appointment |
Additional Director |
02.08.2023 |
02 Mr. Manish Jayasheel Shettv |
Appointment |
Additional Director |
12.09.2023 |
(c) Names of the Directors retiring by rotation at the ensuing annual general meeting
and whether or not they offer themselves for re-appointment: NA
27. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUBSECTION (12) OF SECTION
143 OF THE COMPANIES ACT, 2013 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL
GOVERNMENT:
There are no frauds reported by auditors under sub section (12) of Section 143 of the
Companies Act, 2013 other than those which are reportable to the central government.
28. SUMMARY OF COMPLAINTS RECEIVED AND DISPOSED OFF DURING EACH CALENDER YEAR AS
REQUIRED UNDER THE PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION,
PROHIBITION AND REDRESSAL ) ACT,2013 AND DISCLOSURE THAT THE COMPANY HAS IN PLACE AN
ANTISEXUAL HARASSMENT POLICY IN LINE WITH THE REQUIREMENTS OF THE ACT AND THEN AN INTERNAL
COMPLAINTS COMMITTEE HAS BEEN SET UP FOR REDRESSAL OF COMPLAINTS AND THAT ALL EMPLOYEES
(PERMANENT,CONTRACTUAL,TEMPORARY,TRAINEES) ARE COVERED UNDER THE POLICY:
The Board of Directors report that during the year under review, Prevention of Sexual
Harassment Policy (POSH) in line with the requirement of Workplace (prevention,
prohibition and redressal) Act, 2013 is in place and that the employees have been advised
to address their grievances under this Act to the Working Director of the company for
redressal. During the year, no sexual harassment complaints have been received and
disposed of by the company.
29. DETAILS OF THE ESTABLISHMENT OF VIGIL MECHANISM TO FACILATATE DIRECTORS AND
EMPLOYEES TO REPORT GENUINE CONCERNS TO THE COMPANY PURSUANT TO SUB-SECTION (10) OF
SECTION 177 OF THE COMPANIES ACT,2013:
The establishment of Vigil Mechanism to facilitate Directors and employees to report
genuine concerns to the Company pursuant to the provisions of sub section (10) of Section
177 of the Companies Act, 2013 is not applicable for the FY 2022-23.
30. STAFF-MANAGEMENT RELATIONSHIP:
The staff management relationship during the year under review has been quite cordial
and harmonious.
31. THE NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT
VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:
During the year no company have become or ceased to be its subsidiary, joint venture or
associate company.
32. AUDIT REPORTS:
There were no qualifications, reservations or adverse remarks made by the Auditors in
their report:
33. SECRETARIAL AUDIT REPORT:
The Secretarial Audit Report by a Company Secretary in Practice pursuant to the
provisions of the section 204 of the Companies Act, 2013 is not applicable to the Company.
34. COMPLIANCE WITH SECRETARIAL STANDARD:
The Company complies with all applicable secretarial standards issued by the Institute
of Company Secretaries of India.
35. DETAILS OF SHARES TRANSFERRED TO IEPF:
During the year, no shares and no amount have been transferred to IEPF.
36. STATUTORY AUDITOR:
We want to inform you that M/s Venkatachala Raghavendra & Co, Chartered
Accountants, Bangalore, who previously served as the statutory auditors of the company,
tendered their resignation on June 13, 2023. In response to this vacancy, the company
received an eligibility certificate from M/s Maheshwari and Co, Chartered Accountants,
Mumbai (FRN: 105834W), and subsequently, they were appointed as the Statutory Auditors of
the Company.
M/s Maheshwari and Co, Chartered Accountants, will hold this office until the
conclusion of the upcoming Annual General Meeting and are eligible for reappointment for a
period of 5 years, spanning from FY 2023-24 to 2027-28.
The Board strongly recommends the appointment of Messrs Maheshwari and Co, Chartered
Accountants, to carry out the audit for this extended period of 5 years, continuing until
the conclusion of the 12th Annual General Meeting scheduled for 2028.
This resolution will be included in the notice of the forthcoming General Meeting for
your consideration and approval.
37. COST RECORDS AND COST AUDIT:
a) Maintenance of Cost Records
Your company has made and maintained necessary cost accounts and cost records as
specified by the Central Government under sub section 1 of Section 148 of the Companies
Act, 2013.
b) Cost Audit
Pursuant to the provisions of Section 148 of the Companies Act, 2013 and as per the
Companies (Cost Records and Audit) Rules, 2014 and amendments thereof, the Board at its
meeting held on September 01, 2022 has approved the appointment of M/s Girish G R &
Associates (Registration no. 000720 with Institute of Cost Accountants of India) as Cost
Auditors of the Company to conduct audit of cost accounting records maintained by the
Company for products covered under MCA cost audit order for the financial year 2022-23 at
a remuneration to be decided by the shareholders.
The Report of the Cost Auditors for the financial year ended March 31, 2023, has been
approved in the Board Meeting held on September 16, 2023 and shall be filed with the MCA
within the prescribed period.
38. PARTICULARS OF EMPLOYEES:
No employee was in receipt of remuneration in excess of the limits prescribed under
Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
39. INTERNAL FINANCE CONTROLS:
The Board affirms that the company's policies and procedures, established to ensure the
orderly and efficient conduct of business, the accuracy and completeness of accounting
records, and the timely preparation of reliable financial information, have resulted in
adequate internal controls that are proportionate to the company's size and operations.
Furthermore, in accordance with Section 143 (3) (i) of the Companies Act, 2013, the
Statutory Auditors have attested to the adequacy and operational effectiveness of the
company's internal financial control system, concurring that these controls are indeed
effective.
40. COMPOSITION OF CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:
Section 135(9) stipulates that if a company's annual CSR spending, as per sub-section
(5), remains below Rs. 50 lakhs, the requirement to establish a CSR Committee is not
obligatory, and the Board of Directors will assume responsibility for discharging the
committee's functions. Until 2021-22, as the spending did not exceed this threshold, no
separate committee was constituted, and the Board fulfilled this role.
Furthermore, in compliance with regulations concerning Private Limited Companies, those
with only two directors on their board are exempt from the usual requirement of having a
three- member CSR Committee. Consequently, in our case, Mr. Manjunath Gundappa and Ms.
Nista U. Shetty, as the current directors of the company, will serve as the members of the
CSR Committee, responsible for its functions.
The Company has duly constituted Corporate Social Responsibility (CSR) Committee of the
Board of Directors of the Company comprising of the following members of the Board of
Directors:
Ms. Sowbhagyamma - Chairperson till 03.11.2022 Mr. Sujith Rajashekar Tumkur - Member
till 03.11.2022 Mr. Manjunath Gundappa - Chairman from 03.11.2022 Mrs. Nista Udayakumar
Shetty - Member 03.11.2022
The CSR Committee Meetings of the Company were held on-
1. 25.04.2022
2. 01.09.2022
3. 03.11.2022
4. 22.02.2023
41. CORPORATE SOCIAL RESPONSIBILITY ANNUAL REPORT:
In accordance with the provisions of Section 135 of the Companies Act, 2013 and rules
made there under, an Annual Report on CSR is appended as "Annexure II" to this
Board's Report.
42. ACKNOWLEDGEMENTS:
Your Directors place on record their sincere thanks to Bankers, Employees, Business
Associates, Auditor, Company Secretary and various Government Authorities for their
continued support extended to the Company.
43. DIRECTOR'S DECLARATION:
During the year, notices of all the Board Meetings have been duly served to all the
Directors of the Company and notice of the general meeting have been duly served to all
the members of the Company.
The Board Meetings and General Meeting have been duly convened and held and minutes of
Board Meetings and General Meeting have been prepared and maintained as per the provisions
of the Companies Act, 2013. The Company has maintained all applicable registers/records
and made entries therein within the prescribed time as per the provisions of the Companies
Act, 2013.