To,
The Members,
URBAN ENVIRO WASTE MANAGEMENT LIMITED
The Board of Directors of the company are pleased to present their 13th
Annual Report of the Company together with Audited
Financial Statements for the financial year ended, 31 st
March, 2024.
KEY FINANCIAL HIGHLIGHTS
The Highlights of Financial results (standalone) of your
Company for the year ending March 31st, 2024 is summarized
below: -
(Rs. in Lakhs)
Particulars |
2023-24 |
2022-23 |
| Revenue from operations |
10,247.24 |
3,915.62 |
| Other income |
15.89 |
22.00 |
| Total income |
10,263.13 |
3,937.62 |
Profit before interest,
depreciation and tax (EBITDA) |
1,006.84 |
298.85 |
| Profit before tax (PBT) and exceptional item |
1,006.84 |
298.85 |
| Profit before tax after exceptional item |
1,006.84 |
298.85 |
| Profit after tax (PAT) |
705.49 |
215.71 |
| Transfer to general reserve |
- |
341.95 |
STATE OF COMPANY'S AFFAIRS
During the year under review, the total Income of the Company was Rs
10,263.13 Lakhs against Rs 3,937.62 Lakhs in the previous year. During the period, The
Company has earned a Profitafter tax of Rs 705.49 Lakhs compared to Rs 215.71 Lakhs in the
previous year.
WEBLINK OF THE EXTRACT OF THE ANNUAL RETURN
Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of
the Companies (Management and Administration)
Rules, 2014, copy of the Annual Return is placed on the website of the
Company at https://urbanenviroltd.com/AnnualReturnundersection92
DIVIDENDS
During the year 2023-24, an Interim Dividend @ 5% i.e. Rs.0.50 per
equity share has been paid in November,2023. Total dividend outlay for the year is Rs.
21,65,000. The Company is having a dividend distribution policy which is available on
company's weblink https://urbanenviroltd.com/assets/pdf/
Policies/Dividend-Distribution-Policy.pdf
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a
period of seven years. Therefore, there were no funds which were required to be
transferred to Investor Education andProtectionFund(IEPF)
TRANSFER TO RESERVES
Pursuant to provisions of section 134(3)(j) of the Companies
Act, 2013, the Company has transferred an amount of Rs.
1,729.50 Lakhs (Securitiesprofitduring the year) to reserve account
during the year under review.
SUBSIDIARY COMPANIES
Your Company does not have any Subsidiary Company.
CHANGE IN NATURE OF BUSINESS
Company has not changed its nature of business.
LISTING OF SHARES:
The Shares of the Company were listed on National Stock Exchange, SME
platform, Mumbai on 22 nd June, 2023. The Company has paid the annual listing year
2023-2024. The Equity Shares of the Company has the electronic connectivity To provide
service to the Shareholders, the Company has appointed M/s. Bigshare Services Private
Limited, Pinnacle Business Park, Office to Ahura Centre, Andheri East, Mumbai, Maharashtra
400093 as Registrar and Share Transfer Agent (RTA) of the Company for Secretarial Services
for its Members / Investors and for Electronic Connectivity with NSDL and CDSL.
SHARE CAPITAL STRUCTURE OF THE COMPANY
A. Authorized Capital
The Authorized Capital of the Company is Rs 12,00,00,000 (Rupees Twelve
Crore)
B. Paid up Capital and Changes thereon, if any:
The Issued, Subscribed and Paid-up capital is Rs.4,33,00,000 (Rupees
Four Crore Thirty-Three Lakhs) divided into 43,30,000 (Forty-Three Lakhs and Thirty
Thousand) equity shares of Rs. 10/-.
During the year, the Company had issued Shares by way of following
Allotment:
S. No. Type of Issue |
Type of Shares |
Number of Shares Issued |
Total Amount (in Rs.) |
1 Initial Public Offer |
Equity Shares |
9,20,000 |
92,00,000 |
and issued, subscribed and Paid-up capital of the company is increased
from Rs. 3,41,00,000/- to Rs. 4,33,00,000/- Other than this there has been no change in
the Authorized Share
Capital, Issued, paid up and Subscribed Capital of the company during
the year.
DETAILS OF UTILIZATION OF FUNDS RAISED THROUGH INITIAL PUBLIC OFFER
(IPO):
The details of the proceeds from the fresh issue are as follows:
Particulars |
Amount (in Lakhs) |
| Gross Proceeds from the Offer |
920.00 |
| (Less) Offer related expenses |
79.62 |
| Utilization of Net Proceeds |
840.38 |
Utilization of Net Proceeds:
Sr no Item Head |
Amount as proposed in
Offer document (in lakhs) |
Total utilized amount (in
lakhs) |
1 Repayment of certain
secured borrowings in full availed by company |
210.23 |
210.23 |
2 Funding working
capital requirements of the Company |
447.37 |
447.37 |
3 General corporate
purposes |
182.78 |
182.78 |
Total |
840.38 |
840.38 |
DIRECTORS/KMP
During the period under review, the Board of Directors of the
Company duly constituted as per provisions of Companies Act,
2013.
Composition of Board of Directors:
The Board of Directors of URBAN is an optimum combination of Executive
and Non-Executive Directors. As on 31st 2024, The Board of company consists of Six (6)
Directors. The composition and category of Directors is as follows:
S. No. Name of Director |
Designation |
DIN No. |
1 Shri Kamlesh Sharma |
Chairman Cum Managing
Director |
01845899 |
2 Shri Suresh Sharma |
Whole-Time Director. |
09104544 |
| 3 Shri Vikas Sharma |
Executive Director |
08958628 |
4 Mrs. Sheela Suresh Sharma |
Non-Executive Director |
09609557 |
5 Shri Govind Maherwal |
Independent Director |
09618750 |
6 Shri Yogesh Kumar Gupta |
Independent Director |
09609556 |
Key Managerial Personnel (KMP):
S. No. Name of KMP |
Designation |
1 Shri Kamlesh Sharma |
Chairman Cum Managing
Director |
| 2 Shri Amol Tirale |
Chief Financial Officer |
3 Ms. Shraddha Kiran Kulkarni |
Company Secretary &
Compliance Officer |
* Ms. Shraddha Kiran Kulkarni appointed as Company Secretary
& Compliance officer w.e.f.
Disclosure of Relationships between Directors Interest:
Name of Directors |
Relationship with other
Directors |
| Shri Kamlesh Sharma |
Brother of Shri Suresh Sharma |
Shri Suresh Sharma |
Husband of Mrs. Sheela Suresh
Sharma and Brother of Shri Kamlesh Sharma |
| Mrs. Sheela Suresh Sharma |
Wife of Shri Suresh Sharma |
Retirement by Rotation:
In terms of Section 152 of the Companies Act, 2013, Shri Vikas Sharma
(DIN: 08958628), Director of the Company is liable to retire by rotation at the
forthcoming Annual General Meeting and being eligible, offered himself for re-appointment.
Brief profile of Director seeking Appointment/Re-appointment is given as annexure to the
Notice of AGM.
The Board confirms that none of the Directors of the Company is
disqualified from being appointed as Director in terms of Section 164 of declaration has
been obtained from all the Directors in this regard.
MANAGEMENT DISCUSSION & ANALYSIS:
In terms of Regulation read with other applicable provisions, the
detailed review of the operations, and its business is given in the Management's
Discussion and
Analysis Report (MDA) which forms part of this Annual Report and is
incorporated herein by reference and forms an integral part of this report.
MEETINGS OF THE BOARD OF DIRECTORS
During the Financial Year 2023-24, the Company held Ten (10) board
meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is
summarized below.
SN Date of Meeting |
Board Strength |
No. of Directors Present |
| 1 12/05/2023 |
6 |
6 |
| 2 15/05/2023 |
6 |
6 |
| 3 03/06/2023 |
6 |
6 |
| 4 19/06/2023 |
6 |
6 |
| 5 20/06/2023 |
6 |
6 |
| 6 04/08/2023 |
6 |
6 |
| 7 03/11/2023 |
6 |
6 |
| 8 10/11/2023 |
6 |
6 |
| 9 20/02/2024 |
6 |
6 |
| 10 08/03/2024 |
6 |
6 |
PRESENCE/ATTENDANCE OF DIRECTORS IN THE MEETINGS
SN Name of Director |
|
Board Meeting |
|
Committee Meeting |
AGM |
|
No of Meeting held |
No of Meeting attended |
% |
No of Meeting held |
No of Meeting attended |
% |
22.05.2023 |
1 Shri Kamlesh Sharma (DIN:
01845899) |
10 |
10 |
100 |
Nil |
Nil |
- |
YES |
2 Shri Suresh Sharma (DIN:
09104544) |
10 |
10 |
100 |
4 |
4 |
|
YES |
3 Shri Vikas Sharma (DIN:
08958628) |
10 |
10 |
100 |
Nil |
Nil |
- |
YES |
4 Mrs. Sheela Suresh Sharma
(DIN: 09609557) |
10 |
10 |
100 |
2 |
2 |
100 |
YES |
5 Shri Govind Maherwal (DIN:
09618750) |
10 |
10 |
100 |
6 |
6 |
100 |
YES |
6 Shri Yogesh Kumar Gupta
(DIN: 09609556) |
10 |
10 |
100 |
6 |
6 |
100 |
YES |
COMMITTEES
The Board's committees focus on certain specific areas and make
informed decisions with the authority delegated to them. Each committee of the Board
functions according to its charter that defines its composition, Companies Act, 2013 and
the Listing Regulations. Presently, the Company is having following Board Committees: A.
AUDIT COMMITTEE
The Audit Committee assists the Board in its responsibility for
overseeing the quality and integrity of the accounting, auditing and reporting practices
of the Company and its compliance with the legal and regulatory requirements. The
Committee's purpose is to oversee the accounting and financial reporting process of
the Company, the audits of the Company's financial statements, independence,
performance and remuneration of the statutory auditors, the performance of internal
auditors, etc. The Composition of the Audit Committee meets the requirements of Companies
Act, 2013 and Regulation 18 of Listing Regulations.
All the recommendations of Audit Committee have been accepted by the
Board of Directors
Sr. No Name of Member |
Position |
Status |
Attendance at
the Committee Meeting held during the F.Y. 2023-24 |
|
|
|
15.05.2023 |
25.08.2023 |
10.11.2023 |
04.03.2024 |
| 1 Shri Govind Maherwal |
Chairman |
Independent Director |
Yes |
Yes |
Yes |
Yes |
| 2 Shri Yogesh Kumar Gupta |
Member |
Independent Director |
Yes |
Yes |
Yes |
Yes |
| 3 Shri Suresh Sharma |
Member |
Whole-Time Director |
Yes |
Yes |
Yes |
Yes |
The Company Secretary acts as the Secretary to the Committee. Terms of
Reference: The terms of reference of the Audit Committee are as under:
1. Oversight of the Company's financial reporting process and the
disclosure of its financial information to ensure that the financial statement is correct,
2. Recommending to the Board, the appointment, reappointment and, if
required, the replacement or removal of the statutory auditor and the fixationof audit
fees.
3. Approval of payment to statutory auditors for any other services
rendered by the statutory auditors.
4. Reviewing, with the management, the annual financial for approval,
with particular reference to: i. Matters required to be included in the Director's
Responsibility Statement to be included in the
Board's report in terms of clause (c) of subsection 3 of section
134 of the Companies Act,
2013; ii. Changes, if any, in accounting practices and reasons for the
same; iii. Major accounting entries involving estimates based on the exercise of judgment
by management; iv. Significant adjustments made in the financial statements arising out of
audit findings; v. Compliance with listing requirements relating to Financial statements;
vi. Disclosure, Review and approval of any related party transactions; vii. Qualifications
in the draft audit report. of employees and action
5. Reviewing, with the management, the quarterly/half yearly/annual
financial statements before submission to the board for approval.
6. Reviewing, with the management, the statement of uses / application
of funds raised through an issue (public issue, right issue, preferential issue, etc.),
the statement of funds those stated in the offer document/Draft Prospectus /notice the
monitoring agency monitoring the utilization of proceeds of a public or rights issue, and
making appropriate recommendations or discharging up steps in this matter. actions,
7. Review and monitor the auditor's independence, performance and
effectiveness of audit process.
8. Approval or any subsequent modification of transactions of the
company with related parties;
9. Scrutiny of inter-corporate loans and investments; 10. Valuation of
undertakings or assets of the company, wherever it is necessary;
11. Evaluation of internal financial controls and risk management
systems; by the Audit Committee),
12. Reviewing, with the management, performance of statutory and
internal auditors, adequacy of the internal control systems;
13. Reviewing the adequacy of internal audit function, if any,
including the structure of the internal audit department, and seniority of the official
heading the department, reporting structure coverage and frequency of internal audit.
14. Discussion with internal auditors any significant findings and
follow up there on.
15. Reviewing the findings of any internal investigations by the
internal auditors into matters where there is suspected fraud or irregularity or a failure
of internal control systems of a material nature and reporting the matter to the board.
16. Discussion with statutory auditors before the audit commences,
about the nature and scope of audit as well as post-audit discussion to ascertain any area
of concern.
17. To look into the reasons for substantial defaults in and other
legal the payment to the depositors, debenture holders, shareholders (in case of
non-payment of declared dividends) and creditors.
18. To oversee and review the functioning mechanism which shall provide
for adequate victimiz safe guards against directors who avail of the vigil mechanism and
also provide for direct access to the Chairperson of the
Audit Committee in appropriate and exceptional cases.
19. Call for comments of the auditors about internal control systems,
scope of audit including the for purposes other than observations Prospectus/ statements
before submission to the Board; 20. Approval of appointment of CFO (i.e., the whole-time
Finance Director or any other person heading that function) the finance function
&after assessing the background, etc. of the candidate.
21. To investigate any other matters referred to by the
Board of Directors;
22. Carrying out any other function as is mentioned in the terms of
reference of the Audit Committee.
The Audit a. Management discussion and analysis of financial
operations; information and results of b. Statement of submitted by the defined
management; c. Management letters / letters of internal control weaknesses issued by the
statutory auditors; d. Internal audit relating to internal reports control weaknesses; and
e. The appointment, removal and terms remuneration of the chief internal auditor
shall be subject to review by the
Audit Committee. f. Statement of deviations: I. Quarterly statement of
deviation(s) of monitoring agency, if applicable, stock exchange(s) in terms of Regulation
32(1).
II. Annual statement of funds than those stated in the offer
document/prospectus/ notice in terms of Regulation 32(7).
B. NOMINATION AND REMUNERATION COMMITTEE of Committee formed The
Nomination and Remuneration pursuant to Section inter alia, to assess Listing Regulations,
period, severance fees and the remuneration payable to the Managing Director/ sitting
payable to the Non- Whole Time Directors; Executive Directors; remuneration policy
covering policies senior executives. on remuneration
4. Devising a policy on diversity of board of directors.
5. Deciding on, whether to extend or continue the term of appointment
of the independent director, on the basis of the report of performance evaluation
independent directors.
6. Decide the salary, allowances,178 of the Companies Act, perquisites,
bonuses, of notice Executive Directors.
7. Define and implement the Performance Linked Incentive Scheme
(including ESOP of the Company)
Sr. No Name of Member |
Position Status
Attendance at the Meeting held Committee during the F.Y. 2023-24 |
|
|
10.11.2023 |
| 1 Mrs. Sheela Suresh Sharma |
Chairperson Non-Executive Director |
Yes |
| 2 Shri Govind Maherwal |
Member Independent Director |
Yes |
| 3 Shri Yogesh Kumar Gupta |
Member Independent Director |
Yes |
The Company Secretary acts as the Secretary to the Terms of Reference:
The terms of reference of the Nomination Remuneration
1. Formulate the criteria for determining the
of a director and recommend to the Board a policy relating e Directors
keeping in view the other employees.
2. Identifying persons who are qualified to become directors and may be
appointed in senior management in accordance with the criteria laid down, and recommend to
the Board of Directors their appointment and removal.
3. Formulation of criteria for evaluation of independent directors and
Board of Directors. the Board has delegated the
and evaluate the performance and determine the e Directors for
Executive amount of incentive of the that purpose. are as under:
8. Decide the amount of Commission payable to the Whole time Director /
Managing Directors.
9. Review and suggest revision of the total remuneration package of the
performance of the Company, standards prevailing in the industry, statutory guidelines
etc.
10. To formulate and administer the Employee Stock Option Scheme C.
STAKEHOLDER'S RELATIONSHIP COMMITTEE Pursuant to Section 178 of the Companies Act,
2013 and powers to Listing Regulations, the committee, inter alia, to approve
transfer/transmission of shares, considering and resolving the grievances, to oversee the
performance of the Registrar & Share Transfer Agent, oversee the implementation and
compliance of the Code of
Conduct adopted by the Company for prevention of Insider Trading and to
attend all other matters related thereto.
Sr. No Name of Member |
Position |
Attendance at
the Committee .Y. F Meeting held during the 2023-24 |
|
|
Status |
01.03.2024 |
| 1 Mrs. Sheela Suresh Sharma |
Chairperson |
Non-Executive Director |
Yes |
| 2 Shri Govind Maherwal |
Member |
Independent Director |
Yes |
| 3 Shri Yogesh Kumar Gupta |
Member |
Independent Director |
Yes |
Terms of Reference:
The terms of reference of the Stakeholder's Relationship
1. Allotment, transfer of shares including transmission,
holding and vice versa, issue of duplicate shares in lieu of those
torn, destroyed, lost or defaced or where the space at back for recording transfers have
been fully
2. Issue of duplicate certificates and new certificates
split/consolidation/renewal, etc.
3. Review the process and mechanism of redressal of Shareholders'
/Investor's grievance and suggest measures of improving the system of redressal of
Shareholders' /Investors' grievances.
4. Non-receipt of share certificate(s), non-receipt of declared
dividends, non-receipt of interest/ dividend warrants, non-receipt of annual report and
any other grievance/ complaints with Company or any officer of the Company arising out in
discharge of his duties.
5. Oversee the performance of the Registrar & Share Transfer Agent
and also review and take note of complaints directly received and resolved them.
6. Oversee the implementation and compliance of the Code of Conduct
adopted by the Company for prevention of Insider Trading for Listed Companies as Board of
India specified 2015 as (Prohibition and loss of the amended from time to time.
7. Any other power t care for the n
Directors of the Company from time to time by way of resolution passed
by it in a duly conducted Meeting, and other
8. Carrying out function contained in the any other equity listing
agreements as and when amended from time
DECLARATION BY INDEPENDENT DIRECTORS UNDER SECTION 149(6)
The Company has received declarations from all the
Independent Directors of the Company confirming that they meet the
criteria of independence as specified under Section 149(6) of the Companies Act, 2013 read
with schedules and rules issued thereunder. They have also confirmed that they meet the
requirements of "Independent Director" as
Regulation 16(1)(b) of the SEBI (Listing mentioned
Obligation and Disclosure Requirement) Regulation, 2015.
BOARD EVALUATION
Pursuant to the provisions of Companies Act, 2013 and SEBI
(Listing Obligation and Disclosure Requirement) Regulations,
2015, the Board has carried out annual performance evaluation of its
own performance, the directors individually as well the evaluation of the working of its
Audit, Nomination
& Remuneration and Stakeholder committee, including . the
Chairperson of the Board who were evaluated on parameters such as level of engagement and
contribution and independence of judgment thereby safeguarding the interest of the
Company.
The performance evaluation of the Independent Directors was carried out
by the entire Board. The performance evaluation of the Chairperson and the Non-Independent
Directors was carried out by the Independent Directors. The Directors expressed their
satisfaction with the evaluation process.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013 the Board of
Directors of the Company confirms that-
(a) |
In the preparation of the
annual accounts, the applicable accounting standards had been followed along with proper
explanation relating to material departures; if any; |
(b) |
They have 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 company for that period; |
(c) |
They have taken proper and
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding the assets of the company preventing and for detecting |
(d) |
They have prepared the annual
accounts on a going concern basis; and |
(e) |
They had laid down internal
financial controls to be followed by the company and that such internal financial controls
are adequate and were operating effectively. |
(f) . |
There is a proper system to
ensure compliance with the provisions of all applicable laws and that such systems were
adequate and operating |
PARTICULARS OF EMPLOYEES
None of the employee has received remuneration exceeding the limit as
stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY
The company as on date does not have any Subsidiaries and
Joint Ventures and Associates.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company has not granted any loan, guarantee, or made any
investments during the year ended 31st March 2024.
During the Financial Year 2023-24, the particulars of Loan given,
Guarantees given and Investments made and securities provided along with the purpose for
which the loan or ed by the receipt are utiliz guarantee, security provided to be provided
in the audited financial statements of the Company read with notes on accounts forming
part of the financial statements.
AUDITORS:
Statutory Auditors & Their Report
M/s. B Shroff & CO, Chartered Accountants (FRN: 006514W), Statutory
Auditors were appointed in the General Meeting for FY 2021-22 held on 30.09.2022 for a
period of 5 year. They have confirmed that they are not disqualified from continuing as
Auditor of the Company.
There are no observations (including any qualification, or disclaimer)
of the Auditors in reservation, their Audit Report that may call for any explanation from
the
Directors.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Act read the Companies
(Appointment and Remunerationof Managerial Personnel) Rules, 2014, your Board has
appointed M/s. Kunal (C.P. no: 10188) as Dutt the Secretarial Auditor to conduct the
Secretarial Audit of the
Company for the financial year 2023-24.
The Board in its meeting dated 28th May, 2024 has appointed
M/s. Kunal Dutt & Associates,
Secretarial Auditor of the Company to carry out Secretarial
Audit of the Company for the financial year 2024-25. The Secretarial
Audit Report is issued in Form MR-3 by M/s. Kunal Dutt & Associates, Company
Secretaries, in respect of the Secretarial Audit of the Company for the financial year
ended on March 31, 2024. The Secretarial Audit Report does not contain any
During the year under review, no instance of fraud was reported by the
Secretarial Auditor of the Company in their
Audit Report under Section143(12) of the Act, therefore no detail is
required to be disclosed under Section134 (3) of the
Act.
The Secretarial Audit Report issued in form MR-3 is annexed as
"Annexure-C".
Internal Auditors
Pursuant to the provisions of Section 138 (1) of the Companies Act,
2013 and Rule 13 of the Companies (Accounts) Rules,
2014, the Board of Directors of your Company has appointed
M/s. ACA & Company (FRN - 152198W) as the internal auditor of the
company for the F.Y. 2023-24.
PREVENTION OF INSIDER TRADING
Pursuant to the provision of the Securitiesand Exchange Board of India
(Prohibition of Insider Trading) Regulation, amendments thereto, the company has in place
a code of conduct to regulate, monitor and report trading by insider for prohibition of
Insider trading in the shares of the Company. The code inter alia prohibits purchase/ sale
of shares of the
Company by its Designated Persons and other connected persons while in
possession of Unpublished PriceSensitive Information in relation to the Company and during
when trading window is close.
The company has also formulated a Code of practices and procedures for
fair disclosure of Unpublished Price Information (UPSI) and said code in available on
company's website and can be assessed at https://urbanenviroltd.com/Policies
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY:
There were no material changes and commitments made by directors
affecting financial position have occurred after end of the financial year and upto the
date of this report. Secretaries as
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information on conservation of Energy, Technology absorption, Foreign
Exchange earnings and outgo required to be disclosed under Section 134 of the Companies
Act, 2013 read with Companies (Accounts) Rules, 2014 are provided hereunder:
Particulars |
Remarks |
A. Conservation of Energy: |
The Company is taking due
care for using electricity in the office takes care for optimum utilization of energy. |
| the steps taken or impact on conservation of
energy; |
the steps taken by
the company for utilizing alternate sources of energy; |
No capital
investment on energy conservation equipment made during the financial year. |
| The capital Investment on energy conservation
equipments; |
B. Technology Absorption: |
|
absorption; the efforts made
towards technology reduction, product the benefits improvement, cost development or import |
|
|
|
in case of imported technology
(imported during the last three years reckoned from the beginning of the financial year)- |
|
|
| a) the details of technology imported; |
|
| b) the year of import; |
NA |
| c) whether the technology been fully absorbed |
NA |
d) if not fully absorbed,
areas whereabsorptionhas not taken place, and the reasons thereof; Not applicable since 5
years period is over expenditure incurred on Research and Development |
|
C. Foreign Exchange Earnings and Outgo: |
|
• The Foreign Exchange
earned in terms of actual inflows during the year and the Foreign Exchange outgo during
the year in terms of actual |
INFLOW- Nil OUTFLOW- Nil |
RELATED PARTY TRANSACTION
There were no materially significant related party transactions with
the Promoters, Directors and Key Managerial Personnel, which may have a potential conflict
with the interest of the
Company at large. Given that the Company does not have anything to
report pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies
(Accounts) Rules, 2014 in Form No. AOC- 2, the same is not provided.
Attention of the members is drawn to Note No.25 to
Standalone Financial Statements which sets out related party
disclosure.
The RPT Policy as approved by the Audit Committee and the
Board is available on the website of the Company https://
urbanenviroltd.com/Policies
DEPOSITS
The Company has neither accepted nor renewed any Deposits
mentionedsection73 of the Act and the Companies under (Acceptance of Deposits) Rules, 2014
during the reporting period.
DISCLOSURE WITH RESPECT TO MAINTENANCE OF COST RECORDS
Your Company doesn't fall within the scope of Section 148(1) of
the Companies Act, 2013 and hence does not require to maintain cost records as specified
by the
Central Government.
RISK MANAGEMENT
The Board of Directors of the Company identify, evaluate business risks
and opportunities. The Directors of the Company take pro-active steps to minimize adverse
impact on the business objectives and enhance the Company's competitive advantage.
Presently no material risk has been identified by the directors except of general business
risks, for which the
Company is leveraging on their expertise and experience.
SECRETARIAL STANDARDS
Your Company has complied with all Secretarial Standards issued by the
Institute of Company Secretaries of India (ICSI) and approved by Central Government from
time to time.
CORPORATE SOCIAL RESPONSIBILITIES (CSR)
The company does not meet the criteria of Section 135 of Companies Act,
2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 for the
FY 2023-24.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has adequate system of internal control to safeguard and
protect from loss, unauthorized use or disposition authorized, recorded and reported to
the Management. The Company is following all the applicable Accounting Standards for
properly maintaining the books of accounts and reporting financial statements.
VIGIL MECHANISM
Pursuant to the provisions of Section 177(9) of the Companies Act, 2013
read with Rule 7 of the Companies (Meetings Board and its Powers) Rules, 2014, the Company
had adopted
‘Whistle Blower Policy' for Directors and employees.
A mechanism has been established for employees to report concerns about
unethical behaviour, actual or suspected fraud, or violation of Code of Conduct and
Ethics. It also provides for adequate safeguards against the victimization of employees
who avail of the mechanism and allows direct access to the Board of Directors in
exceptional cases. Board will periodically review the functioning
Blower Mechanism.
During the Financial Year under review, no whistle blower event was
reported and mechanism functioning personnel have been denied access to the Chairperson of
Audit Committee. The policy is available on the website of the company
at https://urbanenviroltd.com/Policies .
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company is committed to provide a safe and conducive work
environment to its employees during the financial year.
As per the provisions of the Sexual Harassment of Woman at the
Workplace(Prevention, Prohibition and Redressal)Act, 46 and Paras C, D and E of Schedule V
of Securities 2013, internal complaints committees have been set up in the Company to deal
with the cases received under the Act. The committee members are as under:
Name |
Designation |
Mrs. Sheela Suresh Sharma
(Non-Executive Director) |
Chairperson |
Ms. Shraddha Kulkarni (Company
Secretary) |
Member and |
Shri Amol Tirale (CFO) |
Member |
Your directors further state that during the financial year, there were
no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. The Company regularly conducts awareness programmes
for its employees
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143
(12)
There are no offence of fraud or observations (including any
qualification, reservation, adverse remark or disclaimer) under of its assets. All the
transactions are properly section143(12) of the Auditors in their Audit Report that may
call for any explanation from the Directors. Further, the notes to accounts referred to in
the Auditors Report are self-explanatory.
BOARD'S COMMENT ON THE AUDITORS' REPORT AND AUDITORS'
APPOINTMENT
There are no observations (including any reservation, adverse remark or
disclaimer) of the Auditors in their Audit Report that may call for any explanation from
the
Directors. Further, the notes to accounts referred to in the Auditors
Report are self-explanatory.
REGULATORY ACTION
There are no significant and material orders passed by the regulators
or courts or tribunals that could impact the going concern status and operations of the
company in future.
CERTIFICATE FROM COMPANY SECRETARY INof Whistle PRACTICE
REGARDING NON-DISQUALIFICATION OF DIRECTORS
The Company has received a certificate from M/s Kunal Dutt &
Associates, Practicing well. No
Directors on the Board of the Company have been debarred or
disqualified from being appointed or continuing as Directors of companies by the SEBI, MCA
or any such statutory authority for the financial certificate is appended to this report
as ‘Annexure F'