To,
The Members of Birla Precision Technologies Limited
Your Directors take pleasure in presenting the 38th Annual
Report on the Audited Financial Statements of the Company for the year ended March 31,
2025.
1. FINANCIAL PERFORMANCE:
The Company's Financial performance for the Year ended March 31,
2025 as compared to the previous Financial Year ended March 31, 2024 is summarised below:
(INR in Lakhs)
| Particulars |
Standalone |
Consolidated |
|
For the Year ended March 31, 2025 |
For the Year ended March 31, 2024 |
For the Year ended March 31, 2025 |
For the Year ended March 31, 2024 |
| Total Income |
20,951.04 |
22,778.26 |
21,601.95 |
22,755.82 |
| EBITDA |
2,102.76 |
2,797.79 |
2,075.31 |
2,677.87 |
| Less: Depreciation |
658.65 |
649.02 |
658.65 |
649.02 |
| EBIT |
1,444.11 |
2,148.77 |
1,416.66 |
2,028.85 |
| Less: Finance Cost |
566.99 |
348.80 |
571.58 |
350.12 |
Profit Before Exceptional Items and Tax |
877.12 |
1,799.97 |
845.08 |
1,678.73 |
| Less: Exceptional Items |
89.62 |
- |
- |
- |
Profit Before Tax |
787.50 |
1,799.97 |
845.08 |
1,678.73 |
| Less: Tax Expenses |
155.60 |
586.60 |
171.01 |
588.20 |
| Less: Short Provision of Earlier Period |
52.47 |
- |
52.47 |
- |
| Less: MAT Credit Entitlement |
36.46 |
147.23 |
36.46 |
147.23 |
Profit or Loss After Tax |
542.97 |
1,066.14 |
585.14 |
943.30 |
a) OVERVIEW OF COMPANY'S PERFORMANCE
Standalone Performance of the Company:
During the Financial Year under review, total revenue declined to INR
improvements in efficiency20,951.04 Lakhs as against INR 22,778.26 Lakhs in the
corresponding previous Financial Year.
The EBIDTA in the previous year was INR 2,797.79 Lakhs as against INR
2,102.76 Lakhs in the reporting Financial Year. Net Profit INR 787.50 Lakhs as against INR
1,799.97 Lakhs in the previous Financial Year and Net profit tax) is INR 542.97 Lakhs as
against INR 1,066.14 Lakhs in the previous Financial Year.
Consolidated Performance of the Company:
During the Financial Year under review, total revenue declined to INR
21,601.95 Lakhs as against INR 22,755.82 Lakhs in the corresponding previous Financial
Year, primarily on the account of operational disruptions and transitional challenges
faced during the migration of our ERP system to SAP. This strategic shift was undertaken
to enhance process integration, data accuracy, and long-term scalability. While the
transition impacted short-term operations, we expect significant decision-making going
forward.
The EBIDTA in the previous year was INR 2,677.87 Lakhs as against INR
2,075.31 Lakhs in the reporting Financial Year. Net Profit (before tax)of INR 845.08 Lakhs
as against INR 1,678.73 Lakhs in the previous Financial Year and Net profit (after tax) is
INR 585.14 Lakhs as against INR 943.30 Lakhs in the previous Financial Year.
Your Company's management shall endeavour to continue to focus on
cutting costs and concentrate on better productivity so as to overcome these uncertain and
difficult times.
b) Cash Flow Statement:
The Cash Flow statement for the Financial Year 2024-2025 is attached as
part of the Financial Statements.
c) Dividend:
Final Dividend for FY 2023-24:
The Board of Directors, at their meeting held on
May 22, 2024, recommended a Final Dividend of INR 0.05 (Five paise
only) per equity share of INR 2 each, which was subsequently approved by the
shareholders at their meeting held on September 06, 2024. The dividend was duly
distributed to the shareholders within the prescribed timeline.
Final Dividend for FY 2024-25:
Further the Board of Directors, at their meeting held on May 23, 2025,
recommended a Final Dividend of INR 0.05 (Five paise only) per equity share of INR 2 each,
which is subject to approval of shareholders at the ensuing Annual General Meeting.
d) Transfer of Unclaimed Dividend to Investor Education and Protection
Fund (IEPF)
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 and Protection Fund (IEPF).
e) Transfer to Reserves:
No amount was transferred to the General
Reserve Account during the Financial Year ended March 31, 2025.
2. FINANCE
a) Your Company continues to focus on judicious management of its
working capital. Receivables, inventories and other working capital parameters were kept
under strict check through a process of continuous monitoring.
b) Deposits: In terms of sections 73 and 74 of the Companies Act, 2013
read (‘the Act') with relevant Rules, your Company has not accepted any fixed
deposits during the year under review.
c) Particulars of Loans, Guarantees and Investments:
Details of Loans, Guarantees and Investments made by your Company and
covered under the provisions of Section 186 of the Act is appended as notes to the
Financial Statements.
3. SHARE CAPITAL:
a) Authorised Share Capital:
During the Financial Year 2024-2025, there has been no change in the
Authorised Share Capital of the Company.
b) Preferential Allotment of Fully Convertible Warrants:
The Company has 34,50,000 outstanding Fully Convertible Warrants as on
March 31, 2025 which were issued during the previous financial year at the face value of
INR 2 each for cash at an issue price of INR 64 (Rupees Sixty-Four) per Warrants
(including premium of INR 62 (Rupees Sixty-Two) per warrants on a Preferential and Private
Placement basis to Promoter Group of the
Company and Identified Non Promoters.
4. UTILISATION OF FUNDS FROM PROCEEDS OF PREFERENTIAL ISSUE
As on March 31, 2025, the entire amount raised through the Preferential
Issue, allotted on March 27, 2024, has been fully utilised towards the objects for which
it was raised.
5. SUBSIDIARIES, ASSOCIATES & JOINT VENTURES:
As on March 31, 2025, the Company has five subsidiaries in the name and
style of “Birla Accucast Limited“, “Birla Engineering Private
Limited”, “Birla Durotool Private Limited” and foreign subsidiaries in the
name and style of “Birla Precision USA” “Birla Precision Technologies
GmbH” incorporated in Germany. The Company has initiated steps for closure of Birla
Precision USA.
Your Company does not have any, Associate & Joint Venture Company
as on March 31, 2025. Furthermore, a statement containing the salient features of the
Financial Statements of the Company's subsidiaries in the prescribed ‘Form
AOC-I' is attached as ‘Annexure - I', forms part of the
Board's report.
6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The detailed review of the operations, state of affairs, performance
and outlook of the Company and its business as stipulated under Regulation 34(2)(e) of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“SEBI
Listing Regulations”) is presented in a separate section forming part of Annual
Report under the head ‘Management Discussion and Analysis Report'.
7. DIRECTORS & KEY MANAGERIAL PERSONNEL(KMP'): a. Board of
Directors:
| Sr. No |
DIN |
Name |
Designation |
| 1.* |
03327691 |
Mr. Vedant Birla |
Chairman & Executive Director |
| 2.** |
07771465 |
Mr. Ravinder Chander Prem |
Managing Director |
| 3. |
08686131 |
Mr. Santhosh Kumar |
Executive Director |
| 4.# |
00258316 |
Mr. Sanjay Kothari |
Non-Executive Non-Independent Director |
| 5. |
02680148 |
Ms. Raji Vishwanathan |
Non-Executive Independent Director |
| 6. |
09562207 |
Ms. Tulsi Jayakumar |
Non-Executive Independent Director |
| 7. |
07804776 |
Mr. Vikas Thapa |
Non-Executive Independent Director |
| 8. |
07619879 |
Mr. Paramasivan Angala Srinivasan |
Non-Executive Independent Director |
| 9. |
09505130 |
Mr. Kaleginanaoor Chandrashekhar Sharma |
Non-Executive Independent Director |
*There has been change in Designation of Mr. Vedant Birla (DIN:
03327691) from Chairman & Managing Director to Chairman & Executive Director of
the Company w.e.f. April 07, 2025 subject to approval of shareholders of the Company at
the ensuing Annual General Meeting.
**Mr. Ravinder Chander Prem (DIN: 07771465) was appointed as an
Additional Director, designated as Managing Director of the Company with effect from April
07, 2025.
Subsequently, the shareholders have approved his appointment as
Managing Director w.e.f. April 07, 2025 by way of a special resolution passed through
postal ballot on June 27, 2025.
# Mr. Sanjay Kothari resigned from the post of Director of the
Company with effect from the close of business hours of July 16, 2025.
b. Key Managerial Personnels (KMPs):
In terms of Section 203 of the Act, the KMPs of the Company during the
Financial Year 2024-2025 are as follows:
| Sr. No Name of the KMP'S |
Designation |
| 1. Mr. Vedant Birla |
Chairman & Executive Director |
| 2. Mr. Santhosh Kumar |
Executive Director |
| 3. Mr. Pankaj Kumar** |
Chief Financial Officer |
| 4. Ms. Ishu Jain *** |
Company Secretary & Compliance |
Material Change to be noted after the end of reporting year Mr.
Ravinder Chander Prem (DIN: 07771465) has been appointed as an Additional Director,
designated as Managing Director of the Company with effect from April 07, 2025.
Subsequently, the shareholders have approved his appointment as
Managing Director w.e.f. April 07, 2025 by way of a Special resolution passed
through postal ballot on June 27, 2025.
**Mr. Pankaj Kumar was appointed as Chief Financial Officer w.e.f. May
22, 2024.
He resigned with effect from the close of business hours on August 2,
2025.
***Ms. Ishu Jain, Company Secretary & Compliance Officerhas
tendered resignation w.e.f. April 18, 2025.
c. Retire by Rotation:
In accordance with the provisions of the Act and the Articles of
Association of the Company, Mr. Santhosh Kumar (DIN:08686131) Executive Director, retires
by rotation at the ensuing Annual General Meeting (“AGM”) and being eligible
offers himself for re-appointment.
d. Declaration Given by the Independent Directors:
The Company has received declarations from all the Independent
Directors of the Company confirming that they met the criteria of independence as
prescribed under Section 149 (6) of the Act and Regulation 25 of SEBI Listing Regulations.
The Board of Directors of the Company is of the view that all the
Independent Directors fulfil the criteria of independence and they are independent from
the management of the Company. All Independent Directors of the Company have confirmed
that they have registered themselves with Independent Directors' Database of IICA and
will appear for the online proficiency test of IICA, if applicable.
During the Financial Year 2024-25 a separate meeting of Independent
Director was held on February 06, 2025 without the presence of Executive Directors or
management representatives.
e. Board Effectiveness:
Independent Directors' Familiarisation Policy:
In compliance with the requirements of Regulation 25(7) of the SEBI
Listing Regulations, the Company has put in place a Familiarisation Program for the
Independent Directors to familiarise them with the Company, their roles, rights,
responsibilities in the Company, nature of the industry in which the Company operates,
business model, etc. The details of the training and familiarisation program have been
provided under the Corporate Governance Report. Further, at the time of the appointment of
an Independent Director, the Company issues a formal letter of appointment outlining his /
her role, function, duties, and responsibilities. Details of the Familiarisation Program
conducted are available on the Company's website: https://www.
birlaprecision.com/documents/investor/Policies/ Independent%20Director%20Familirization%20
Programme.pdf The Familiarisation Policy of the Company seeks to familiarise the
Independent Directors with the working of the Company, their roles, rights and
responsibilities with respect to the Company, the industry in which the Company operates,
business model, etc.
f. Board and Committee Evaluation:
The Companies Act, 2013 and SEBI Listing Regulations contains broad
provisions on Board Evaluation i.e. evaluation of the performance of (i) the Board as a
whole, (ii) individual Directors (including Independent Directors and Chairman) and (iii)
various Committees of the Board.
Pursuant to the said provisions, the Board has carried out an annual
performance evaluation of the entire Board, its Committees and all the Directors based on
the parameters specified in the Report of Corporate Governance.
A separate meeting of Independent Directors was held to discuss the
performance of Non-Independent Directors, Board as a whole and the Chairman after
considering the views of Executive Directors and Non-Executive Directors.
g. Criteria for selection of Directors, KMPs and Senior leadership
positions and their remuneration
On the recommendation of the Nomination and Remuneration Committee, the
Board of the Company has adopted a policy for selection and appointment of Directors, Key
Managerial Personnel and Senior Management and their remuneration. The policy is available
on the Company's website at the below mentioned weblink:
https://www.birlaprecision.com/documents/
investor/Policies/Policy-Nomination-%20&-Remuneration-Policy.pdf
The policy contains, inter-alia, principles governing Directors',
KMPs, Senior Management Personnel appointment and remuneration, including criteria for
determining qualifications, positive attributes, independence of Directors, etc.
8. MEETINGS OF THE BOARD
During the Financial Year, five meetings of the Board of Directors were
held, the details of which are given in the Corporate Governance Report of the Company,
which forms part of this Report. The maximum interval between any two meetings did not
exceed 120 days as prescribed under the Act.
9. COMMITTEES OF THE BOARD: a. Audit Committee:
During the Financial Year 2024-25, 4 (Four) Audit Committee meetings
were held. The composition of the Audit Committee is given in the Corporate Governance
Report, forming part of this Annual Report. The Board has accepted all recommendations of
the Audit Committee during the year under review.
b. Nomination and Remuneration Committee:
During the Financial Year 2024-25, 2 (Two) Nomination and Remuneration
Committee meeting were held. The composition of the
Nomination and Remuneration Committee is given in the Corporate
Governance Report, forming part of this Annual Report.
c. Stakeholders' Relationship Committee:
During the Financial Year 2024-25, 1 (One) Stakeholders'
Relationship Committee meeting was held. The composition of the Stakeholders'
Relationship Committee is given in the Corporate Governance Report, forming part of this
Annual Report.
d. Corporate Social Responsibility Committee:
During the Financial Year 2024-25, 2 (Two) Corporate Social
Responsibility Committee meetings were held. The composition of the Corporate Social
Responsibility Committee is given in the Corporate Governance Report, forming part of this
Annual Report.
10. PARTICULARS OF CONTRACTS WITH RELATED PARTIES / RELATED PARTY
TRANSACTIONS:
In accordance with the relevant provisions of the Act and Rules framed
thereunder and Regulation 23 of the SEBI Listing Regulations, the Company has in place a
Related Party Transaction (“RPT”) Policy. All related party transactions
(“RPT”) entered into during the Financial Year 2024-25 were in accordance with
the Company's RPT Policy and on an arms' length basis term of and in the
ordinary course of business. All RPTs are placed before the Audit Committee and the Board
for their approval.
Further, since the transactions with the related parties were in the
ordinary course of business and at arm's length pricing, not material in nature and
in accordance with the Related Party Transactions Policy, the particulars of such
transactions with the related parties are not required to be reported by the Company in
Form AOC-2.
RPT Policy as approved by the Board is uploaded on the Company's
website and is available at the weblink https://www.birlaprecision.com/documents/investor/
Policies/Policy-Related-Party-Transaction.pdf
11. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:
The Company has been constantly upgrading its systems which would help
in minimising inefficiency and planting a smoothly internally controlled system which
would help us in organising and increasing our productivity and overall efficiency.
The Company has an established Internal Financial Control framework
including internal controls over financial Reporting, operating controls and anti-fraud
framework. The framework is reviewed regularly by the management and presented to the
Audit Committee.
Based on the review, the framework is Strengthened and amended to
incorporate the continuously evolving practices, from time to time, to ensure adequacy and
effectiveness of Internal Financial Controls. The adequacy of the internal control system
as well as the internal audit report is reviewed by the audit committee of the Board of
Directors. The adequacy of the internal control system has also been reported by the
statutory auditors of the Company in their report as required under the Companies
(Auditors Report) Order, 2020.
12. AUDITORS' REPORT: a) Statutory Auditors & their Report:
The Company's Statutory Auditors, M/s. Valawat & Associates,
Chartered Accountants (ICAI Firm Registration No. 003623C) were appointed as Statutory
Auditors of the Company for a period of five consecutive years at the 33rd
Annual General Meeting held on December 29, 2020 on a remuneration mutually agreed upon by
the Board of Directors and the Statutory Auditors. appointment of the Statutory The first
Auditors would end at the conclusion of the ensuing Annual General Meeting.The Report of
the Statutory Auditor forming part of the Annual Report, does not contain any
qualification, reservation, adverse remark or disclaimer. The observations made in the
Auditors' Report are self-explanatory and therefore do not call for any further
comments.
A proposal for appointment of M/s. T.R.Chadha & Co. LLP, Chartered
Accountants as Statutory Auditors of the Company for a period of five consecutive years
from the conclusion of the ensuing Annual General Meeting is placed before the meeting for
approval of the shareholders.
b) Secretarial Auditor & their Report:
Pursuant to the provisions of Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had
appointed Mr. Vijay Tiwari, Proprietor of Vijay S. Tiwari & Associates, Company
Secretary in Practice, to undertake the Secretarial Audit of the Company for the Financial
Year ended March 31, 2025.
The Secretarial Audit Report for the Financial Year ended March 31,
2025 is enclosed to this report as “Annexure II”.
A proposal for appointment of M/s. AVS & Associates, Practicing
Company Secretaries as the Secretarial Auditors of the Company for a period of five
consecutive years from the conclusion of the ensuing Annual General Meeting is placed
before the meeting for approval of the shareholders.
c) Internal Auditor:
The Company has appointed, M/s. Samp & Co., Chartered Accountants
bearing Firm Registration Number: 023782N, as Internal Auditors of the Company. During the
year, the Internal Auditor has areas carried out Company audit on significant affecting
the Company's business.
The Audit Committee reviews its findings and recommendations at
periodic intervals.
d) Cost Auditor:
The Company is required to maintain cost records for certain products
as specified by the Central Government under sub-section (1) of Section 148 of the Act,
and accordingly such accounts and records are prepared and maintained in the prescribed
manner.
Further, the Company has received Cost Audit Report on the cost
accounts of the Company for the Financial Year ended on March 31, 2025 from Mr. Jayant
Galande, Cost Accountants (Membership No: 5255) and the same shall be filed with the
Registrar of Companies
During the Financial Year 2024-25, no fraud was reported by the Cost
Auditor of the Company in their Report.
The Board of Directors of the Company, based on the past experience and
on recommendation of the Audit Committee, have appointed Mr. Jayant Galande, Cost
Accountants, (Membership No: 5255) as Cost Auditors for conducting the audit of Cost
Records maintained by the Company for the Financial Year 2025-26 on a remuneration of INR
0.75 Lakhs, subject to ratification by the Members at the ensuing Annual General Meeting.
13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION FOREIGN EXCHANGE
EARNINGS AND OUTGO:
In accordance with the provisions of Section 134 of the Act, read with
the Companies (Accounts) Rules, 2014, required information relating to the conservation of
energy, technology absorption and foreign exchange earnings and outgo is given in the
“Annexure -III” to the Board's Report.
14. CORPORATE GOVERNANCE
Your Company is committed to maintain the highest standards of ethics
and governance, resulting in enhanced transparency for the benefit of all stakeholders.
The Report on Corporate Governance as stipulated under Regulation 27 of the SEBI Listing
Regulations forms part of Corporate Governance Report.
The Company is in full compliance with the requirements and disclosures
made in this regard.
The requisite Certificate from M/s. Vijay Tiwari & Associates,
Company Secretaries in Practice, confirming compliance of the Corporate Governance
requirements is annexed to the Corporate Governance Report, forming part of this
Board's Report.
15. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Company's guiding principle for CSR is to build its
relationship with stakeholders and the community at large, and to contribute to their long
term social good and welfare. Your Company, as a matter of duty, has been carrying out the
CSR activities since long even when there were no statutory requirements in this regard.
In compliance of Section 135 of the Act, your Company has constituted a Corporate Social
Responsibility (CSR) Committee. The Corporate Social Responsibility (‘CSR')
Committee of the Board is responsible for evaluation and implementation of CSR Projects.
Salient features of the CSR Policy are as follows:
It lays down CSR Philosophy, Vision and Commitment of the Company.
It specifies guidelines for implementation of CSR Projects through CSR
Partners including eligibility criteria for CSR Partners.
• It also lays down roles and responsibilities of the CSR
Committee.
The initiatives undertaken by the Company during the Financial Year
2024-25 are annexed as “Annexure · IV” to this Report in the
format prescribed in the Companies (Corporate Social Responsibility Policy), Rules, 2014
The Company has committed to allocate the unspent amount towards an
ongoing project as and when necessary.
During the year under review, no change was made in the CSR Policy.
This Policy is disclosed on the Company's website at https://www.birlaprecision.
com/documents/investor/Policies/Policy-Corporate-Social-Responsibility.pdf
16. VIGIL MECHANISM /WHISTLE BLOWER POLICY:
Your Company has in place a vigil mechanism for Directors and employees
to reportor material ordersconcerns about unethical behaviour, actual or suspected fraud
or violation of your Company's Code of Conduct. Under the vigil mechanism of the
Company, which also incorporates a Whistle Blower Policy in terms of Regulation 22 of the
SEBI Listing Regulations, protected disclosures can be made by a whistle blower through an
e-mail, or dedicated telephone line or a letter to the Chairman of the Audit Committee.
Adequate safeguards are provided against victimisation to those who avail of the vigil
mechanism.
The Whistle Blower Policy is available on the Company's website at
the weblink: https://www.birlaprecision. com/documents/investor/Policies/Whistleblower%20
Policy.pdf
17. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
As required under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company
has implemented a policy on prevention, prohibition and redressal of sexual harassment at
workplace. This has been widely communicated internally. Your Company has constituted
‘Internal Complaints Committee' to redress complaints relating to sexual
harassment at its workplaces.
During the Financial Year 2024-25, the Company did not receive any
complaints pertaining to sexual harassment. Accordingly, no cases were required to be
resolved, and there were no matters pending for a period exceeding 90 days.
18. COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961
The Company confirms that it has duly complied with all applicable
provisions of the Maternity Benefit Act, 1961, which governs the employment conditions and
rights of women employees during the period of maternity. The Company ensures that
eligible women employees are granted maternity benefits, including paid leave, protection
of employment, and other entitlements as prescribed under the Act. The necessary policies
and procedures have been implemented and communicated within the organisation to safeguard
the welfare and rights of women employees in accordance with the said legislation.
19. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS:
There are no significant by any Regulators / Courts which would
impact the going concern status of the Company and its future operations.
20. ANNUAL RETURN:
The Annual Return of the Company as of March 31, 2025, in Form MGT - 7
in accordance with Section 92(3) of the Act, read with the Companies (Management and
Administration) Rules, 2014, is available on the website of the Company at
https://www.birlaprecision.com/ investor-section-financial-result.php By virtue of an
amendment to Section 92(3) of the Act, the Company is not required to provide an extract
of the Annual Return (form MGT- 9) as part of the Board's Report.
21. PARTICULARS OF EMPLOYEES:
Disclosures with respect to the remuneration of Directors and employees
as required under Section 197 of the Act read with Rule 5(1) of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are annexed as “Annexure
·V” to this Report.
22. COMPLIANCE OF ACCOUNTING STANDARDS:
As per requirements of the SEBI Listing Regulations and applicable
Accounting Standards, your Company has made proper disclosures in the Financial
Statements. The applicable Accounting Standards have been duly adopted pursuant to the
provisions of Sections 129 and 133 of the Act.
23. COMPLIANCE OF SECRETARIAL STANDARDS:
The Company has complied with the Secretarial Standards (SS-1 and
SS-2), issued by the Institute of Company Secretaries of India and forming part of the
Act, on meetings of the Board of Directors and General Meetings.
24. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134 of the Act, as amended, the Directors confirm
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 and loss 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; e) 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.
25. REPORTING OF FRAUDS BY AUDITORS:
During the year under review, neither the statutory auditors nor the
secretarial auditors reported to the Audit Committee, of any instances of fraud committed
in the Company by its officers or employees, as required under Section 143(12) of the Act.
26. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
No material changes and commitments have occurred in the normal course
of business after the close of the year till the date of this Report, which may affect the
financial position of the Company.
27. CHANGE IN THE NATURE OF COMPANY'S BUSINESS:
There has been no change in the nature of business of the Company.
28. STATEMENT FOR DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT
POLICY U/S 134 OF THE COMPANIES ACT, 2013 :
As per provisions of the Companies Act, 2013 and as part of good
Corporate Governance, the Company has laid down the procedures to inform to the Board
about the risk assessment and minimisation procedures and the Board shall be responsible
for framing, implementing and monitoring the risk management plans for the Company. The
main objective is to ensure sustainable business growth with stability and to promote a
pro-active approach in reporting, evaluating and resolving risks associated with the
business. The Audit Committee of the Company has periodically reviewed the various risk
associates with business of the Company. Such review includes risk identification,
evaluation and mitigation of the risk.
29. ACKNOWLEDGEMENT:
Your Directors would like to express their sincere appreciation for the
assistance and co-operation received from various stakeholders including financial
institutions and banks, Government authorities and other business associates who have
extended their valuable support and encouragement during the year under review.
Your Directors take this opportunity to place on record their
appreciation for the committed services rendered by the employees of the Company at all
levels, who have contributed significantly towards the Company's performance and for
enhancing its inherent strength. Your Directors also acknowledge with gratitude the
encouragement and support extended by our valued shareholders.
30. MISCELLANEOUS:
There is no proceeding pending under the Insolvency and Bankruptcy
Code, 2016;
There was no instance of onetime settlement with any Bank or Financial
Institution
|
For and on behalf of the Board of
Directors |
|
Vedant Birla |
| Place: Mumbai |
Chairman & Executive Director |
| Date: August 3, 2025 |
(DIN: 03327691) |
|