To
The Members,
Your Directors have pleasure in presenting their Eighty-Sixth (86th)
Annual Report of the Company, together with the audited financial statements for the
financial year ended 31st March, 2024.
1. FINANCIAL PERFORMANCE
There was no improvement in the business scenario of the Textile
Industry and is continued to remain challenging.
The revenue from operations for the year 2023-24 was Rs. 572.68 lakhs
as compared to Rs. 519.73 lakhs in previous year, an increase of 10.19 %.
The profit before Exceptional item and Tax was Rs. 173.05 lakhs against
the previous year loss of Rs. 215.73 lakhs.
The net profit for the year was Rs. 2112.63 lakhs against the previous
year net profit of '16547.42 lakhs.
2. DIVIDEND
The Board of Directors of your Company have not recommended any
dividend for the Financial Year ended 31st March, 2024, considering the loss during the
year and brought forward losses.
3. PRESENT STATUS OF THE UNIT
The unit as other industrial units in Ahmedabad city was discharging
treated liquid effluents through its normal ETP in to the sewer lines of AMC as a result
of directions issued by High court of Gujarat in the suo motu writ petition (PIL) No.98 of
2021 to severe the industrial effluent sewage connection. The court directed the AMC to
disconnect the water and drainage connections of industrial units which release partially
treated/untreated water and added that no re-connection shall be granted by AMC without
prior approval of GPCB.
On January 28, 2022 the high court of Gujarat had rejected applications
filed by 11 industrial units against the AMC and GPCB after they snapped drainage
connections of 393 industrial units during the drive following the High court order. The
industries had raised the issue of the right to discharge treated effluents in to the AMC
sewage lines but he court discussed the law in detail and concluded that industries do not
have a right to release their treated effluents in sewage lines and mix them with domestic
waste water. The industrial units filed an appeal against the High Court order in the
Supreme Court but the same was rejected by Supreme Court on 25.3.2022 and upheld the high
court order by which it refused to allow the industrial units to discharge their treated
effluents into the AMC sewage lines. Due to this Manufacturing operation of the company is
discontinued.
4. EXPORT
The FOB value of the exports during the Year under review was Nil
against zero export in the previous year due to the closure of the manufacturing operation
as detailed in point No 3.
5. ANALYSIS AND REVIEW
India's textiles sector is one of the oldest industries in the Indian
economy, dating back to several centuries.
The industry is extremely varied, with hand-spun and hand-woven
textiles sectors at one end of the spectrum, while the capital-intensive sophisticated
mills sector on the other end. The decentralized power looms/ hosiery and knitting sector
forms the largest component in the textiles sector. The close linkage of textiles industry
to agriculture (for raw materials such as cotton) and the ancient culture and traditions
of the country in terms of textiles makes it unique in comparison to other industries in
the country. India's textiles industry has a capacity to produce wide variety of products
suitable for different market segments, both within India and across the world.
6. OPPORTUNITIES AND CHALLENGES
The future for the Indian textiles industry looks promising. The Indian
textile industry has vast potential for growth, buoyed by strong domestic consumption as
well as export demand. However, to get maximum advantage of the vast potential of this
vibrant industry, the Government and Industry need to work towards addressing key
challenges including obsolete machinery and technology, threats to handloom sector, power
shortage, illicit markets, labour- related concerns, raw materials shortage.
7. EXPANSION AND MODERNISATION
Company's manufacturing operation is closed due to the reason mentioned
in point no 3 hence the Company did not go for expansion and modernization.
8. CONSOLIDATED FINANCIAL STATEMENT
As required by Regulation 33 of the SEBI (LODR) Regulations, 2015, the
Consolidated Audited Financial Statements have been prepared in accordance with the
requirements under Accounting Standard AS-21 on "Consolidated Financial
Statements" read with AS-23 on the "Accounting for Investment in
Associates" read with the provisions of Companies Act, 2013, are provided, forming
part of the Annual Report.
9. CASH FLOW STATEMENT
In compliance with the requirement of Section 34 of the SEBI (LODR)
Regulations, 2015, the Cash Flow Statement for the year ended 31st March, 2024 prepared in
accordance with the applicable Accounting Standard, is annexed to the financial statement,
which forms part of the Annual Report.
10. INSURANCE
The Company's properties including its Building, Plant & Machinery
and Stocks among others continue to be adequately insured against fire, flood, earthquake,
explosive and other such risks, as considered to be prudent and necessary.
11. INTERNAL FINANCIAL CONTROL
The Company has in place internal financial control systems
commensurate with the size, nature and complexity of its operations ensuring proper
recording of financials and monitoring of operational effectiveness 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 accounting
records and compliance of various applicable regulatory and statutory requirements.
The Internal Auditor monitors and evaluates the efficiency and adequacy
of Internal Control System. Based on their report, corrective actions are undertaken by
the concerned departments and thereby strengthen the Controls. Significant audit
observations corrective measures and actions thereon are presented to the Audit Committee
of the Board.
During the year such controls were tested and no reportable material
weaknesses were observed.
The Audit Committee comprises the majority of Independent Directors in
terms of the applicable provisions of the Companies Act, 2013 and SEBI (LODR) Regulations,
2015.
12. FIXED DEPOSITS
Your Company has not accepted any deposit from the Public/Members under
Section 73 of the Companies Act, 2013, read with Companies (Acceptance of Deposit) Rules,
2014 during the year under review and there are no deposits pending with the Company as on
the Balance Sheet closure date.
13. SHARE CAPITAL
There has been no change in the Company's Issued, Subscribed and
Paid-up Equity Share Capital in between the end of financial year 31st March, 2024 and
31st March, 2023. On 31st March, 2024, the Equity Share Capital stood at Rs. 3303.30 Lacs,
divided in to 33033000 Equity Shares of Rs. 10 each.
Board of Directors of the Company in their meeting held on 12"
February, 2024, had redeemed 9,75,000, 0.01% NonConvertible Cumulative Redeemable
Preference Shares of Rs. 100 each aggregating to Rs. 9,75,00,000/- (Rupees Nine Crore
Seventy Five Lacs Only) out of the profit of the company.
14. DIRECTORS AND KEY MANAGERIAL PERSONNEL Appointment
Shri Omprakash Laxminarayan Kabra and Mrs Rita Chatterjee are
Non-Executive Directors, designated as Independent Director on the Board of Directors
(‘the Board') of the Company. With the enactment of the Companies Act, 2013
(‘the Act'), it is now incumbent upon every listed company to have the requisite
number of Independent Directors on the Board. Shri Omprakash Laxminarayan Kabra is being
appointed as Additional Directors, designated as Independent Director of the Company under
the Act and Mrs Rita Chatterjee is being appointed as Independent Director in casual
vacancy, caused by the resignation of Mrs. Nisha Singh.
The Board recommends the appointment of Shri Omprakash Laxminarayan
Kabra and Mrs Rita Chatterjee, as Independent Directors of the Company, not liable to
retire by rotation, to hold office for a term of five consecutive years with effect from
29th August, 2024 and 10th June, 2024 respectively.
Shri Omprakash Laxminarayan Kabra and Mrs Rita Chatterjee satisfies the
criteria of independence prescribed under the Companies Act, 2013 and SEBI LODR. In
accordance with the circular dated June 20, 2018, issued by the Stock
Exchanges, we confirm that they are not debarred from holding the
office of Director by virtue of any order passed by SEBI or any other such authority.
Necessary resolutions for obtaining approval of the Members in respect
of the above appointments have been incorporated in the notice of the forthcoming Annual
General Meeting.
Independent Directors hold office for a fixed term of five years and
are not liable to retire by rotation Re-appointment
Shri S. B. Bhat (Shri Bhat), who is also a whole-time Director,
designated as Executive Director of the Company. The term of Office of Shri Bhat (DIN:
00650380), as a Whole-time Director, designated as Executive Director of the Company, will
end owing to efflux of time from the close of business on 17th January, 2025.
Pursuant to Section 196 and 197, read with Schedule V and other
relevant provisions of the Act and based on recommendation of the Nomination and
Remuneration Committee, the Board of Directors has considered and recommends the
re-appointment of Shri S. B. Bhat, as Whole-time Director, for further term of three years
effective from "18th January, 2025, well in advance to seek Shareholders approval at
the forthcoming AGM of the Company. An appropriate resolution, to this effect is being
proposed to the Members of the Company at the forth-coming 86th AGM.
Cessation
Mrs. Nisha Singh (DIN: 07094208) has tendered her resignation as
Non-Executive and Independent Director of the Company with effect from close of business
hours on 23rd March, 2024 and confirmed to the Board that there are no other material
reasons for other than those mentioned in resignation letter .
The Board places on record the valuable services rendered by Mrs. Nisha
Singh during her tenure as Director of the Company and expresses its deep sense of
appreciation and gratitude for the same.
Rotation
At the forthcoming 86th Annual General Meeting (AGM) of the Company,
Shri S. B. Bhat (DIN: 00650380) retires by rotation and being eligible, offers himself for
re-appointment in accordance with the provisions of the Companies Act, 2013 ("the
Act"), and Articles of Association of the Company. The Board recommends his
re-appointment.
Brief resume, nature of expertise and details of directorship held in
other companies of Shri S. B. Bhat, proposed to be appointed is given in the Notice of the
Ensuing General Meeting (AGM), as stated under Secretarial Standard 2 and Regulation 36 of
the SEBI (LODR) Regulations, 2015.
None of the Directors are disqualified from being appointed or holding
office as Directors as stipulated under Section 164(2) of the Companies Act, 2013.
Key Managerial Personnel
Pursuant to the provisions of sub-section (51) of Section 2 and Section
203 of the Act read with the Rules framed thereunder, the following persons are the Key
Managerial Personnel of the Company as on March 31,2024 are Shri S. K. Somany,
Non-Executive Chairperson, Shri A. K. Somany, Managing Director & CEO, Shri Shrikant
Bhairaveshwar Bhat, Whole-time Director & Chief Financial Officer and Mrs. Reena
Prasad, Company Secretary & Compliance Officer.
15. DECLARATION OF INDEPENDENT DIRECTORS
The Company has received necessary declarations from each Independent
Directors, under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria
of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25
of the SEBI (LODR) Regulations, 2015.
16. CORPORATE SOCIAL RESPONSIBILITY
The Company does not fall within the ambit of Section 135 of the
Companies Act, 2013, read with the Companies (Corporate Social Responsibilities Policy)
Rules, 2014. Therefore the Annual Report on Corporate Social Responsibility initiatives as
required under the said act is not applicable to the Company. In view thereof, the Annual
Report on CSR activities is not annexed.
17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION
186 OF THE COMPANIES ACT, 2013
The Company has not provided any loan to any person or body corporate
or given any guarantee or provided security in connection with such loan or made any
investment in the securities of any Body Corporate pursuant to Section 186 of the
Companies Act, 2013, during the financial year ended 31st March, 2024.
18. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTY
The ‘Policy on Related Party Transaction', dealing with the review
and approval of related party transactions, was amended in line with the requirements of
SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018. The
policy is available on the Company's website at the web link: www.somatextiles.com/home.
php/investors/policies.
All contracts/ arrangements/ transactions entered into by the Company,
during the financial year, with related parties, as defined under Section 188 of the
Companies Act, 2013 and the relevant rules made thereunder, were in ordinary course of
business and on arm's length.
Further no material contract/ arrangement/ transaction, with related
parties were entered during the financial year under review, in accordance with policy of
the Company on materiality of related party transactions. Accordingly, the disclosure of
related party transactions as required under Section 134(3)(h) of the Companies Act, 2013,
in form AOC- 2 is not applicable to your Company. However, members may refer to the notes
to the financial statements, which sets out disclosure on related parties and transactions
entered into with them pursuant to Accounting Standards.
19. LISTING ON STOCK EXCHANGES
The Equity Shares of the Company are listed at the following Stock
Exchanges:-
(a) BSE Limited (BSE).
Address: Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400001
(b) National Stock Exchange of India Limited (NSE).
Address: Exchange Plaza, Bandra Kurla Complex, Bandra (East),
Mumbai-400051.
NOTE:
(i) Listing fees have been paid to the Stock Exchanges for the year
2024-25.
(ii) The Calcutta Stock Exchange Association Ltd. has vide its Letter
No. CSEA/ID/223/2008 dated 16th April, 2008, confirmed the delisting of Company's Shares
from the official List of their exchange. However Equity Shares have been allowed to be
traded under the "Permitted Category" on the Exchange considering the interest
of General Investors in the Company.
Stock Code
(i) NSE - SOMATEX, (ii) BSE - 521034, (iii) CSE - 29067.
De-mat ISIN Number in NSDL & CDSL - ISIN - INE 314C01013.
20. DELISTING FROM STOCK EXCHANGE
The Company vide its application dated 31st March, 2021 applied for
Voluntary Delisting of its Equity Shares from BSE Limited in terms of Regulation 6 (a) and
Regulation 7 of SEBI (Delisting of Equity Shares) Regulations, 2009, as approved by the
Board of Directors of the Company at its meeting held on 30th March, 2021. However,
confirmation/ approval for the same, from BSE Limited are awaited.
Further, the Equity Shares of the Company will continue to be listed on
National Stock Exchange of India Limited.
21. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR
REPORTS
The Auditors Report and Secretarial Auditors Report do not contain any
reservation, qualification or adverse remark and therefore need no explanations or
comments from the Board of Directors.
22. BOARD'S EVALUATION OF THE PERFORMANCE
In compliance with the Companies Act, 2013, and SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015, the Board has carried out an
annual evaluation of its own performance, and that of its Committees and Individual
Directors. Feedback was sought by way of a structured questionnaire covering various
aspect of Board's functioning, such as adequacy of the Composition of the Board and its
Committee, Board culture, execution and performance of specific duties obligations and
governance. The manner in which the evaluation has been carried out has been provided in
the Corporate Governance Report, forming part of Board's Report.
23. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
During the year Four (4) Board Meetings were held, the details of which
are given in the Report on Corporate Governance, that forms part of the Board's Report.
The maximum interval between the two meetings did not exceeded 120
days, as prescribed in the Companies Act, 2013 and SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015.
24. AUDIT COMMITTEE
The Audit Committee comprises of Four (4) members, Majority of them are
Independent Directors namely; Shri B. K. Hurkat Chairman, Shri M. H. Shah, Mrs. N. Singh,
and Shri S. K. Somany a Non-Independent & Promoter Director, as other member of the
Committee. Thus the composition is in conformity with the requirements of section 134(3)
and section 177(8) of the Companies Act, 2013, read with the provisions of SEBI (LODR)
Regulations, 2015.
Mrs. N. Singh resigned as Non-Executive and Independent Director of the
Company with effect from close of business hours on 23rd March, 2024. Consequently upon
her cessation as a Director from the Board of Directors of the Company, she automatically
ceased to be a Member of Audit Committees of the Board w.e.f. closure of business hours on
March 23rd, 2024.
Four (4) Meetings of the Audit Committee were held during the year
under review, the details of which are given in the Report on Corporate Governance,
forming part of this Report. The Board of Directors accepted all recommendations of the
Audit Committee in the reporting period.
25. ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER MECHANISM
The Company has in place a Whistle Blower Policy, as a part of Vigil
Mechanism to provide appropriate avenues to the Directors, employees and other
Stakeholders of the Company to bring to the attention of the Management any issue which is
perceived to be in violation of or in conflict with the Code of conduct, values,
principles and beliefs of the Company. The established Vigil Mechanism helps to report
concerns about any unethical conduct, financial malpractices or any unhealthy practice
prevalent in the Company.
The said Vigil Mechanism provides for adequate safeguards against
victimization of persons who use such mechanism and also provides for direct excess to the
Chairman of the Audit Committee.
The details of this Policy is explained in the Corporate Governance
Report forming part of Board's Report and are also available on the Company's website;
www.somatextiles.com/home.php/ investors/policies.
26. REMUNERATION POLICY
The Board has, on recommendation of the Nomination & Remuneration
Committee framed a policy for selection and appointment of Directors, Senior Management
and their remuneration including criteria for determining qualifications, positive
attributes, independence of Directors and other matters as per Companies Act, 2013 and the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR
Regulations"). The salient features of Company's Nomination and Remuneration Policy
is stated in the Corporate Governance Report. The Policy is available on the website of
the Company viz. www.somatextiles.com.
27. CORPORATE GOVERNANCE
Your Company upholds the Standards of Governance and is compliant with
the provisions of Corporate Governance, as Stipulated under SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (listing Regulations).
A Report on ‘Corporate Governance' as well as the certificate from
Company's Statutory Auditors, confirming compliance with the requirements of SEBI Listing
Regulations, forms part of the Annual Report.
28. CORPORATE GOVERNANCE - VOLUNTARY GUIDELINES 2009
The Ministry of Corporate Affairs, Government of India, had issued a
set of Voluntary Guidelines 2009 on Corporate Governance in December, 2009, for voluntary
adoption of a set of good practices by the Corporate Sector. These guidelines are expected
to serve as a bench mark for the Corporate Sector and also help them in achieving the
highest Standard of Corporate Governance. Guidelines are reviewed by the Management from
time to time to ensure the adherence of the same voluntarily commensurate with the
requirements, best suited to your Company gradually in phases.
29. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report under review, as
stipulated under SEBI (Listing Obligations & Disclosure Requirements) Regulations,
2015 is presented by virtue of an Annexure, forming part of the Directors' Report.
30. DIRECTORS' RESPONSIBILITY STATEMENT
As required under Section 134(5) of the Companies Act, 2013, the Board
of Directors of your Company to the best of their knowledge and belief and on the basis of
information and explanation obtained from the operating management, hereby states and
confirms: -
(a) that in the preparation of attached Annual Accounts for the
Financial Year ended 31st March, 2024 the applicable Accounting Standards have been
followed along with proper explanation relating to material departures, wherever,
applicable;
(b) that they have selected the Accounting Policies described in notes
to accounts, which have been consistently applied, except where otherwise stated 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 as on 31st March, 2024 and of the loss of the
Company for the year ended on that day.
(c) that they have taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities; and
(d) that they have prepared the attached Annual Accounts on a
‘going concern' basis.
(e) that they had laid down internal financial controls to be followed
by the Company and that such internal controls are adequate and were operating
effectively.
(f) that they had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
31. STATUTORY AUDITORS
In compliance with the provisions of Section 139 and other applicable
provisions of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014
(including any statutory modification(s)/ re-enactment(s)/ amendment(s) thereof, for the
time being in force), the Members at the Eighty-fourth (84th) Annual General Meeting held
on 31st August 2022, had appointed M/s. Pipara & Co.LLP, Chartered Accountants (ICAI
Registration No. 107929W), as the Statutory Auditors of the Company, to hold office for a
term of five (5) consecutive years from the conclusion of the 84th Annual General Meeting
until the conclusion of the 89th Annual General Meeting of the Company.
However, with the Notification dated May 7, 2018 issued by the Ministry
of Corporate Affairs (‘MCA'), the first proviso to section 139(1) of the Companies
Act, 2013, pertaining to the requirement of annual ratification of appointment of Auditors
by Members is omitted.
Accordingly, as per the Companies (Amendment) Act, 2017, ratification
of the appointment of Statutory Auditors during their period of appointment will not be
considered.
32. SECRETARIAL AUDITOR
The Board has appointed M/s. Drolia & Company, Company Secretaries,
Kolkata, in practice having Certificate of Practice No. 1362, as the Secretarial Auditor,
to carry out Secretarial Audit for the year ending 31st March, 2025, pursuant to the
provisions of Section 204 of the Companies Act, 2013, read with the corresponding rules
framed thereunder.
33. MANAGERIAL REMUNERATION
Details of the ratio of the remuneration of each director to the median
employee's remuneration and other details as required pursuant to Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached
to this Report.
34. SECRETARIAL AUDIT REPORT
A Secretarial Audit Report given by the Secretarial Auditors for the
financial year ended 31st March, 2024, in the prescribed form MR-3 is annexed herewith as
Annexure to this Report and forms an integral part of this Report.
There are no qualifications, reservations and adverse remarks made by
the Secretarial Auditors in their Report.
35. INDUSTRIAL RELATIONS
Industrial relations in your Company, during the year under review
continued to be cordial and harmonious.
36. COST AUDITORS
Manufacturing unit of the Company at Ahmedabad was closed as per the
Order of Supreme Court following the order of High Court, Gujarat. Therefore, there is no
requirement to appoint Cost Auditor in terms of the applicable provisions of the Companies
Act, 2013, read with the Companies (Cost Records & Audit) Amendment Rules, 2014.
37. DEPOSITORY SYSTEMS
The Company's Shares are currently traded in dematerialized form, as
per the SEBI directives and the Company has entered in to agreements with the following
Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository
Services (India) Limited (CDSL), for trading in dematerialized form.
Members are therefore advised to avail of the services either of the
depositories, to dematerialize their physical shares, if any held by them, for trading in
Company's shares smoothly and conveniently.
As on March 31, 2024, 32,543,105 Equity Shares are held in
dematerialized form and represent 98.51% of the Company's total paid up Capital.
38. SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE
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 to ensure harassment free workplace for employees.
Sexual harassment cases are dealt as per the Company's Policy on ‘Prevention of
Sexual Harassment'. Internal Complaints Committee (ICC) has been set up to redress
complaints received regarding sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy.
No sexual harassment complaint was received during the year under
review.
39. ACCOUNTS OF THE SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT
VENTURES
The statement containing the silent features of the financial statement
of the company's associate companies under the first proviso to sub-section (3) of section
129 of Companies Act, 2013 is enclosed as AOC-1 in the Annexure.
40. PARTICULARS OF EMPLOYEES
None of the employees of the Company was in receipt of remuneration for
the year or part of the year under review, in excess of the amount of remuneration
prescribed under Section 197 of the Companies Act, 2013 read with Rule 5(2) and 5(3) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as
amended upto date.
The information required under Section 197 of the Act read with Rule
5(1) of the Companies (Appointment and Remuneration) Rules, 2014 is annexed and forms a
part of this Report.
41. EXTRACT OF ANNUAL RETURN
In accordance with the provisions of Section 134(3)(a) of the Companies
Act, 2013, the Annual Return in prescribed format may be accessed on the Company's website
at www.somatextiles.com.
42. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The Company is primarily engaged in the business of manufacturing of
Cotton Yarn, Denim Fabrics, Shirtings and Garments.
Information on conservation of energy, technology absorption, foreign
exchange earnings and outgo, required to be disclosed pursuant to Section 134(3)(m) of the
Companies Act, 2013, read with rule 8(3) of the Companies (Accounts) Rules, 2014, as
amended is given in the Annexure and forms part of this Report.
43. RISK MANAGEMENT
The Company has in place mechanism to inform Board Members about the
Risk Assessment and Risk Minimization procedures which are periodically reviewed to ensure
that risks and uncertainties are systematically identified, prioritized and initiated on
constant basis.
The risk management procedure is reviewed by the Audit Committee from
time to time to ensure that the executive management controls the risks and uncertainties
through a proper defined framework and major risks, are properly and systematically
addressed through mitigation actions on continuing basis.
44. BUSINESS RESPONSIBILITY REPORT
Business Responsibility Report as per Regulation 34(2)(f) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, describing the
initiatives taken by them from an environmental, social and governance perspective is not
applicable to the Company, for the financial year 2023-24 as per the SEBI Notification
dated 22nd December, 2015 and Frequently Asked Questions issued by SEBI on SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 dated 29th January, 2016.
45. CAUTIONARY STATEMENT
Statements in the Board's Report and the Management Discussion &
Analysis describing Company's objectives, expectations or forecasts may be forward-looking
within the meaning of applicable securities laws and regulations. Many factors may affect
the actual results, which could be different from what the Directors envisage in terms of
future performance and outlook.
46. VARIATION IN VALUATION
During the year under review, there was no instance of one-time
settlement with any bank or financial institution necessitating disclosure or reporting in
respect of difference in valuation done by the Company.
47. COMPLIANCE OF SECRETARIAL STANDARDS
The Company complies with all applicable Secretarial Standards as
mandated by the Institute of Company Secretaries of India.
48. OTHER DISCLOSURES/REPORTING:
Your Directors state that no disclosure and/or reporting is required in
respect of the following items as there were no transactions on these items during the
year under review:
• Issue of equity shares with differential rights as to dividend,
voting or otherwise;
• Issue of shares (including sweat equity shares) to employees of
the Company under any scheme;
• No significant or material orders were passed by the Regulators
or Courts or Tribunals which impact the going concern status and Company's operations in
future;
49. ACKNOWLEDGEMENT
Your Directors place on record their sincere thanks and appreciation
for the continuing support and assistance received from the financial institutions, banks,
government as well as non-government authorities, customers, vendors, stock exchange and
members during the period under review.
Your Company takes pride in all of its dedicated officers, employees
and workers, who have been wholeheartedly supporting and sincerely contributing their best
for the success and growth of your Company as well as maintaining harmonious relations
throughout the Company.