To
The Shareholders of Tahmar Enterprises Limited,
Your Directors have pleasure in presenting the 33RD Annual
Report on the business and operations together with the Audited Financial Statements of
the Company for the year ended on March 31, 2024.
1. FINANCIAL SUMMARY/STATE OF COMPANY'S AFFAIRS
The Company's financial performance, for the year ended March 31,
2024 is summarized below:
The Board's Report is prepared based on the Standalone Financial
Statements of the company.
(Amount in Lacs)
Particulars |
For the year ended March
31, 2024 |
For the year ended March
31, 2023 |
Revenue from Operation |
544.52 |
255.88 |
Revenue from other Income |
261.26 |
18.34 |
Total Revenue |
805.77 |
274.22 |
| Total Expenses |
799.15 |
272.77 |
Profit/(loss) before exceptional item |
6.62 |
1.44 |
| Profit on sale of fixed assets |
- |
- |
Profit/(loss) before Taxation |
6.62 |
1.44 |
| Provision for Current Tax |
1.72 |
.38 |
| Provision for Deferred Tax |
0.18 |
- |
Profit after tax |
4.72 |
1.07 |
| Earnings per Equity Share- |
0.005 |
0.003 |
| Basic & |
0.003 |
0.003 |
| Diluted |
|
|
2. CHANGE IN NATURE OF BUSINESS
During the year, the company continued with its business operations of
grain-based specialty products, in the agrochemical industry. The business portfolio
presently spans across various product categories including Grain Extra Neutral Alcohol
(GENA), Dried Distillers Grain Solids (DDGS), Distillers Wet Grains Soluble (DWGS), Indian
Made Foreign Liquors (IMFL), and Premium Country Liquor. The plant also has the capacity
to expand beyond its present processes of developing starch and starch-related
derivatives, ethanol (bio-fuel), liquors, and agro-based animal feed through strategic
product diversification.
The bottom line has also shown Standalone Profit (after tax) for the
year ended 31.03.2024 Rs. 4.72/- as compared to Standalone profit of last year as on
31.03.2023 Rs. 1.07/-. Further, there are no significant and materia l events impacting
the going concern status and Company's operations in future.
3. DIVIDEND
In view of lower profitability and capitalization of profit for
liquidity in business of funds and strong growth of company the Board of Directors, do not
propose any dividend for the financial year ended 31st March, 2024.
4. TRANSFER TO RESERVE
For the year under review, no amount has been transferred to General
Reserve.
5. SHARE CAPITAL & CHANGE IN THE SHARE CAPITAL
During the year, the Company has made alteration in the class of
capital of memorandum of association capital clause with respect to the division of
Authorize Share Capital of the Company in Equity Shares Capital and Preference Share
Capital approved by the members as on 23rd Dec. 2023 in EOGM.
Authorized Share Capital of the Company was as on 31/03/2024 :-
i. 34,00,00,000 (Thirty-Four Crore) Equity Shares of face value of Re.
1/- (Rupee One Only) each aggregating to Rs. 34,00,00,000/- (Rupees Thirty-Four Crore
Only) and
ii. 15,00,00,000 (Fifteen Crore) Preference Shares of face value of Re.
1/- (Rupee One Only) each aggregating to Rs. 15,00,00,000/- (Rupees Fifteen Crore Only).
The paid-up Equity Share Capital as on March 31, 2024 was Rs.
9,47,89,000 /- and The paid-up Preference Share Capital as on March 31, 2024 was Rs.
9,00,00,000/-.
The total Paid up Share Capital of the company as on March 31, 2024 was
Rs. 18,47,89,000 /-.
The company has also issued and allotted 6,96,00,000 Warrants (Equity
Convertible Warrants) at a Price of Rs. 1/- on which 25% warrant an amount has been
received by the company.
During the year the Paid up Equity Share Capital of the Company was
increased from Rs. 3,11,89,000/- (Rupees Three Crores eleven Lakh Eighty nine Thousand
only) divide into 3,11,89,000 Equity Shares of face value of Rs. 1/- each. to Rs.
9,47,89,000/- (Rupees Nine Crores Forty Seve Lakh Eighty Nine Thousand only) divide into
9,47,89,000 Equity Shares of face value of Rs. 1/-through issued and allotted 6,36,00,000
(Six Crores Thirty-Six Lakh) Equity Shares and 9,00,00,000 (Nine Crores) Preference Shares
and 6,96,00,000 Warrants (Equity Convertible Warrants) at a Price of Rs. 1/- on which 25%
warrants during the year ended March 31, 2024.
Therefore, the total Paid up Share Capital of the company as on
31/03/2024 was Rs. 18,47,89,000 /- (does not included the warrant subscription amount in
this).
6. FINANCE
Cash and cash equivalent as at March 31, 2024 was Rs. 0.20/- Lacs.
against Rs. 38.19/- Lacs last year.
7. DEPOSITS
During the year under review the Company has not accepted any deposit
from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The
Companies [Acceptance of Deposits] Rules, 2014. There was no public deposit outstanding as
at the beginning and end of the financial year 2023-24.
8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
During the period under review, the loans, advance and guarantees were
provided by the Company under the provisions of Section 186 of Companies Act, 2013 is
given in the balance sheet and schedule of Loans and Advances.
During the Year, the company converted its unsecure Loan into Equity
shares with the approval of members in EOGM dated 23/12/2023.
9. MANAGEMENT DISCUSSION & ANALYSIS
Pursuant to regulation 34 of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR), the
Management Discussion & Analysis is presented in separate section forming part of the
Annual Report.
10. CORPORATE GOVERNANCE:
Pursuant to Regulation 15 (2), of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR)
shall not be mandatory, for the time being, in respect of the listed entity having paid up
equity share capital not exceeding Rs. 10 Crore and net worth not exceeding Rs. 25 Crore,
as on the last day of the previous financial year. As before the closuring of the year our
company's paid up equity share capital was not exceeding Rs. 10 Crore and Net Worth
not exceeding Rs. 25 Crore, as on the last day of the previous financial year 31/03/2023,
compliance with Regulation Para C, D and E of schedule V of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI
LODR), a Report on Corporate Governance was not applicable.
However as on the 31.03.2024, the paid-up share capital was Rs.
9,47,89,000/- (Rupees Nine Crores Forty Seve Lakh Eighty Nine Thousand only) divide into
9,47,89,000 Equity Shares accordingly company is complying as per the directions of SEBI
and the Bombay Stock Exchange Limited, accordingly the company has been adhering to the
directions and guidelines as required.
The report on the Code of Corporate Governance is annexed separately in
this annual report.
11. DIRECTORS, KMP & CHANGE IN DIRECTORS & KMP DURING
THE YEAR
The Composition of the Board during the year was as per the provisions
of Regulation 17 of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 read with the Companies Act, 2013.
During the year Pursuant to Section 152 of the Companies Act, 2013 Mr.
Rajshekhar Cadakketh Rajasekhar Nair, Executive Director, retires by rotation at the
ensuing Annual General Meeting and being eligible offers himself for re-appointment. Board
has recommended his reappointment.
None of the Directors are disqualified for appointment/ re-appointment
under Section 164 of the Act. As required by law, this position is also reflected in the
Auditors' Report.
As required under Regulation 36(3) of the Listing Regulations with the
stock exchanges, the information on the particulars of Directors proposed for
appointment/re–appointment has been given in the notice of Annual General Meeting.
Further after conclusion of F.Y. 2023-24 and before this 33rd Annual
General Meeting, and Mr. Manish D Ladage, Director of the Company resigned w.e.f. 22nd
July 2024 and the board of directors appointed Ms. Shilpa Sushant Phadnis as Additional
Non Executive Non Independent Director and Mr. Sangramsinh Bhagyeshrao Kupekar Desai
Additional Non Executive Non Independent Director as of the Company w.e.f. 6th
August, 2024.
The Board at present comprises of with the following changes took place
in Board of Directors and KMP of the Company During the year under review:
Sr. No DIN/PAN |
Name of Director |
Designation |
Original Date of
Appointment |
Date of Cessation |
| 1 01203100 |
Sarita Sequeira |
Managing Director |
04.08.2022 |
|
| 2 01278041 |
Rajshekhar Cadakketh Rajasekhar Nair |
Director |
04.08.2022 |
|
| 3 00082178 |
Manish D Ladage^ |
Director |
22.12.2014 |
22.07.2024 |
| 4 06396817 |
Sandeep Kumar Sahu |
Independent Director |
12.10.2022 |
|
| 5 10291001 |
Kanika Kabra* |
Independent Director |
05.09.2023 |
|
6 06579510 |
Krishnamurthy
Ananthanarayanan Perungudur @ |
Independent Director |
30.01.2015 |
31.07.2023 |
| 7 00322226 |
Mahesh Salamatrai Makhijani @@ |
Independent Director |
30.01.2015 |
14.08.2023 |
| 8 09772262 |
Meena Menghani |
Independent Director |
04.11.2022 |
|
9 AHWPJ6653M |
Rohit Jain# |
Company Secretary &
Compliance officer |
01.07.2022 |
01.07.2023 |
| 10 AWDPK4763H |
Pranavkumar Udaram Khatri & |
CFO |
23.09.2022 |
01.07.2023 |
11 AMHPC8738J |
Yatin Vilas Chaphekar## |
Company Secretary &
Compliance officer |
05.09.2023 |
01.12.2023 |
12 CCCPP6953M |
Alkesh Patidar### |
Company Secretary &
Compliance officer |
04.12.2023 |
|
13 03085651 |
Ms. Shilpa Sushant
Phadnis" |
Non Executive Non Independent |
06.08.2024 |
|
14 10232182 |
Mr. Sangramsinh Bhagyeshrao
Kupekar Desai? |
Non Executive Non Independent |
06.08.2024 |
|
^ Manish D Ladage Director of the Company resigned w.e.f. 22nd
July 2024.
* Kanika Kabra, Independent Director of the Company appointed W.e.f. 05th
September, 2023.
@ Cessation of Krishnamurthy Ananthanarayanan Perungudur, Independent
Director of the Company w.e.f. 29th July, 2023. @@Mahesh Salamatrai Makhijani,
Independent Director of the Company resigned w.e.f. 14th August, 2023 #Rohit
Jain, Company Secretary cum Compliance Office of the Company resigned w.e.f. 1st
July, 2023. & Pranavkumar Udaram Khatri appointed as CFO of the Company, 23rd
September, 2022 and resigned w.e.f.1st July,2023.
## Yatin Vilas Chaphekar, Company Secretary cum Compliance Office of
the Company appointed w.e.f. 5st Sep, 2023, and resigned w.e.f. 1st
Dec, 2023. ### Alkesh Patidar, Appointed w.e.f. 1st July, 2023 as Company
Secretary cum Compliance Office of the Company. "Ms. Shilpa Sushant Phadnis, Non
Executive Non Independent Director of the Company appointed W.e.f. 06th Aug,
2024. ? Sangramsinh Bhagyeshrao Kupekar Desai, Non Executive Non Independent Director of
the Company appointed W.e.f. 06th Aug, 2024.
12. EXTRACT OF ANNUAL RETURN
Pursuant to the requirements under Section 92(3) and Section 134(3) of
the Act read with Rule 12 of Companies (Management and Administration) Rules, 2014, an
extract of Annual Return in prescribed Form MGT-9 for F.Y. 2023 -2024 is given in the
Report and Form MGT- 9 have been placed on the Company's website, the web link for
the same is www.thamar.in.
13. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
During the year under review, the Board mates 13 (Thirteen) times on
30/05/2023, 25/07/2023, 14/08/2023, 5/9/2023, 11/11/2023, 24/11/2023, 04/12/2023,
16/12/2023, 21/12/2023, 22/12/2023, 08/01/2024, 12/02/2024, 15/03/2024; The intervening
gap between the meetings was within the period prescribed under the Companies Act, 2013
and the Listing Obligations and Disclosure Requirements, Regulations, 2015. The details of
the Meetings of the board of Directors are set as follows:
Name |
Designation |
DIN |
Number of Board Meeting
attended |
Last AGM attended |
| Sarita Sequeira |
Managing Director |
01203100 |
13 |
Yes |
| Rajshekhar Cadakketh Rajasekhar Nair |
Director |
01278041 |
13 |
Yes |
| Manish Dharanendra Ladage |
Director |
00082178 |
13 |
No |
| Sandeep Kumar Sahu |
Independent Director |
06396817 |
13 |
No |
| Meena Menghani |
Independent Director |
09772262 |
13 |
Yes |
| Kanika Kabra * |
Independent Director |
10291001 |
9 |
No |
| Mahesh Salamatrai Makhijani # |
Independent Director |
00322226 |
1 |
NA |
Krishnamurthy Ananthanarayanan
Perungudur @ |
Independent Director |
06579510 |
1 |
NA |
* Kanika Kabra, Independent Director of the Company appointed W.e.f. 05th
September, 2023.
# Mahesh Salamatrai Makhijani, Independent Director of the Company
resigned w.e.f. 14th August, 2023
@ Cessation of Krishnamurthy Ananthanarayanan Perungudur, Independent
Director of the Company w.e.f. 29th July, 2023.
14. CIRCULATION OF ANNUAL REPORTS IN ELECTRONIC FORM:
In view of the prevailing COVID-19 situation and consequent lockdown
across the country, the Ministry of Corporate Affairs (MCA) has exempted companies from
circulation of physical copies of Annual Report for FY 2023-24. Accordingly, the Annual
Report of the Company for FY 2023-24 is being sent only by email to the members, and all
other persons/entities entitled to receive the same. This Annual Report, along with other
documents, is also available on the Company's website at www.thamar.in.
15. DECLARATION BY INDEPENDENT DIRECTORS AND FAMILIARIZATION PROGRAM
FOR INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each independent
director 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 specified under
Regulation 16(1) (b) of the LODR Regulation, 2015 in respect of their position as an
"Independent Director" of Company.
Pursuant to the provisions of Section 134 of the Companies Act, 2013
with respect to the declaration given by the Independent Director of the Company under
Section 149(6) of the Companies Act, 2013, the Board hereby confirms that all the
Independent Directors have given declarations and further confirms that they meet the
criteria of Independence as per the provisions of Section 149(6) read with SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015.
In terms of Reg. 25(7) of the SEBI (LODR) Regulations, 2015 the company
is required to conduct the familiarisation programme for independent directors (IDs) to
familiarise them about their roles, rights, responsibilities in the company, nature of the
industry in which the company operates, business model of the company, etc., through
various initiatives.
In the opinion of the Board, the independent directors are,
individually, person of integrity and possess relevant expertise and experience.
Mr. Sandeep Kumar Sahu, Mrs. Kanika Kabra and Ms. Meena Mengani,
Independent Directors of the Company have confirmed that they fulfilled all the conditions
of the Independent Directorship as laid down in sub-section (6) of Section 149 of the
Companies Act, 2013 and the rules made there under and the SEBI (LODR)
Regulations, 2015 and the same have been noted by the Board. All the Independent Directors
are also registered with the databank maintained by the IICA as per the requirement of the
Companies Act, 2013.
The Independent Directors under section 149(6) of the Companies Act,
2013 declared that:
1. They are not a promoter of the Company or its holding, subsidiary or
associate company; 2. They are not directors in the company, its holding, subsidiary or
associate company.
3. The independent Directors have/had no pecuniary relationship with
company, its holding, subsidiary or Associate company, or their promoters, or directors,
during the two immediately preceding financial years or during the current financial year;
4. None of the relatives of the Independent Directors have or had pecuniary relationship
or transaction with the Company, its holding, subsidiary or associate company, or their
promoters, or directors, amounting to two percent. or more of its gross turnover or total
income or fifty lakhs rupees or such higher amount as may be prescribed, whichever is
lower, during the two immediately preceding financial years or during the current
financial year;
5. Independent Director, neither himself nor any of his relatives—
holds or has held the position of a key managerial personnel or is or
has been employee of the company or its holding, subsidiary or associate company in any of
the three financial years immediately preceding the financial year in which he is proposed
to be appointed;
is or has been an employee or proprietor or a partner, in any of the
three financial years immediately preceding the financial year in which he is proposed to
be appointed, of a firm of auditors or company secretaries in practice or cost auditors of
the company or its holding, subsidiary or associate company; or
16. BOARD EVALUATION
Reg. 17 of SEBI (LODR) Regulations, 2015 of mandates that the Board
shall monitor and review the Board evaluation framework. The Companies Act, 2013 states
that a formal annual evaluation needs to be made by the Board of its own performance and
that of its committees and individual directors.
Schedule IV of the Companies Act, 2013 states that the performance
evaluation of independent directors shall be done by the entire Board of Directors,
excluding the director being evaluated pursuant to the provisions of section 134(3)(p) of
the Companies Act, 2013 the evaluation of all the directors and the Board as a whole was
conducted based on the criteria and framework adopted by the Board. The evaluation process
has been explained in the corporate governance report section in this Annual Report. The
Board approved the evaluation results as collated by the Nomination and Remuneration
Committee.
MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF
ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
The annual evaluation process of the Board of Directors, individual
Directors and Committees were conducted in accordance with the provisions of the Act and
the Listing Regulations.
The Board evaluated its performance after seeking inputs from all the
Directors based on criteria such as the board composition and structure, effectiveness of
board processes, information and functioning, etc.
The performance of the Committees was evaluated by the Board after
seeking inputs from the committee members based on criteria such as the composition of
committees, effectiveness of committee meetings, etc. The above criteria are broadly based
on the guidance note on board evaluation issued by the Securities and Exchange Board of
India on January 5, 2017.
The Chairman of the Board had one-to-one meetings with the IDs and the
Chairman of the NRC had one -to-one meetings with the Executive and Non-Executive,
Non-Independent Directors.
In a separate meeting of IDs, performance of Non-Independent Directors,
the Board as a whole and the Chairman of the Company was evaluated, taking into account
the views of the Executive Director and NEDs.
The NRC reviewed the performance of individual directors on the basis
of criteria such as the contribution of the individual director to the Board and committee
meetings like preparedness on the issues to be discussed, meaningful and constructive
contribution and inputs in meetings, etc. and the Board as a whole.
In the Board meeting that followed the meeting of the IDs and meeting
of the NRC, the performance of the Board, its committees and individual Directors was also
discussed.
The evaluation process endorsed the Board's confidence in the
ethics standards of the Company, cohesiveness amongst the Board members, flexibility of
the Board and management in navigating the various challenges faced from time to time and
openness of the management in sharing strategic information with the Board.
TRAINING OF INDEPENDENT DIRECTORS:
Every new independent director of the Board attended an orientation
program to familiarize the new inductees with the strategy, operations and functions of
our company, the executive directors / senior managerial personnel make presentations to
the inductees about the company's strategy, operations, product and service offerings,
markets, software delivery, organization structure, finance, human resources, technology,
quality, facilities and risk management.
The Company has organized the following workshops for the benefit of
Directors and Independent Directors:
(a) a program on how to review, verify and study the financial reports;
(b) a program on Corporate Governance; (c) provisions under the Companies Act, 2013; and
(d) SEBI Insider Trading Regulation, 2015.
Further, at the time of appointment of an independent director, the
company issues a formal letter of appointment outlining his/her role, functions, duties
and responsibilities as a director.
17. COMMITTEES OF THE BOARD
The Committees of the Board focus on certain specific areas and make
informed decisions in line with the delegated authority.
The following statutory Committees constituted by the Board function
according to their respective roles and defined scope:
Audit Committee of Directors
Nomination and Remuneration Committee, and
Stakeholders Relationship Committee
Preferential allotment Committee
Details of composition, terms of reference and number of meetings held
for respective Committees are given in the Report on Corporate Governance, which forms a
part of this Annual Report. The Company has adopted a Code of Conduct for its employees
including the Managing Director. In addition, the Company has adopted a Code of Conduct
for its Non-Executive Directors which includes Code of Conduct for Independent Directors,
which suitably incorporates the duties of Independent Directors as laid down in the Act.
AUDIT COMMITTEE
The Audit Committee is constituted in line with the regulatory
requirements mandated by the Companies Act, 2013 and the Listing Obligations and
Disclosure Requirements, Regulations, 2015. The details of the Committee are set as
follows:
The Audit Committee met 7 (Seven) times in a year 30/05/2023,
14/08/2023, 05/09/2023, 11/11/2023, 24/11/2023, 12/2/2024, and 15/03/2024, and Composition
and Attendance at Meetings of Audit Committee during the financial year ended March 31,
2024 are given in the Corporate Governance Report of the Board Reports:
18. NOMINATION AND REMUNERATION COMMITTEE
Pursuant to the Act, SEBI Listing Regulations and NBFC Regulations, the
Company has Constituted a Nomination and Remuneration Committee. The Committee acts as a
Nomination Committee, as per the NBFC Regulations, to ensure ‘fit and proper'
status of the directors to be appointed/re–appointed and recommend their
appointment/re–Appointment to the Board.
During the year under review, (5 ) Five Nomination and Remuneration
Committee meeting was held on 30/05/2023; 5/9/2023; 24/11/2023; 4/12/2023 and 12/02/2024
and Composition and Attendance at Meetings of Nomination & Remuneration Committee
during the financial year ended March 31, 2024 are given in the Corporate Governance
Report of the Board Reports
19. STAKEHOLDER RELATIONSHIP COMMITTEE:
Pursuant to the Act and SEBI Listing Regulations, the Company has
constituted a Stakeholders Relationship Committee. This Committee specifically looks into
the grievances of the equity shareholders of the Company. During FY 2023-2024, No
complaints from investors were received on any matters. The terms of reference of the
Committee, inter alia, includes review of measures taken for effective exercise of voting
rights by shareholders and review of adherence to the service standards in respect of
various services rendered by the registrar and share transfer agent.
During the year under review, 4 (Four) Stakeholders Relationship
Committee meeting was held on 05/09/2023, 24/11/2023, 12/02/2024 and 15/03/2024.
20. FREQUENCY OF MEETINGS:
A minimum of four board meetings is held each year with the time gap
between any two successive meetings not exceeding 120 days. Meetings of the committees are
also planned and scheduled to be held along with the board meetings.
21. AVAILABILITY OF INFORMATION TO THE BOARD:
The board should be supplied in a timely manner with information in a
form and of a quality appropriate to enable it to discharge its duties. Under the advice
and direction of the chairman, the company secretary's responsibility includes
ensuring good information flows within the board as well as between senior management and
non-executive directors.
The following information, inter alia, is provided to the directors of
the company:
-
Quarterly results for the company.
- Minutes of meetings of audit committee and other committees of the
board.
- General notices of interest received from directors.
- - Show cause, demand, prosecution notices and penalty notices which
are materially important. Any material default in financial obligations to and by the
company.
- Any issue, which involves possible public or product liability claims
of substantial nature, including any judgment or order which, may have passed strictures
on the conduct of the company.
- Non-compliance of any regulatory, statutory duty.
Legal compliance reports and details of payment of statutory dues.
- Capital budgets and any updates if required.
22. LISTED ON STOCK EXCHANGES:
The Company is listed with BSE Limited (BSE).
23. CORPORATE SOCIAL RESPONSIBILITY (CSR) – INITIATIVES
As company is not falling in the criteria specified under section
135(1) of the Companies Act, 2013, no comment is invited.
24. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE
COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitments which can affect the financial
position of the company occurred between the end of the financial year of the company and
the date of this report.
Internal financial control and its adequacy.
The Board has adopted policies and procedures for ensuring the orderly
and efficient conduct of its business, including adherence to the company's policies,
the safeguarding of its assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records, and the timely preparation of
reliable financial disclosures.
25. INTERNAL FINANCIAL CONTROL
The Company has in place adequate internal financial control with
reference to financial statements. During the year, such controls were tested and no
reportable material weakness in designs or operations were observed.
26. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS/ COURTS/ TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY'S
OPERATIONS IN FUTURE
During the year under review, no material orders were passed by the
Regulators / Courts / Tribunals, in the name of the Company, Except change of Registered
office of the company within the same state "Maharashtra" from the jurisdiction
of one registrar of companies "ROC MUMBAI" to the jurisdiction of another
registrar of companies "ROC PUNE" on the Application of the Company under
Form INC 23. "
27. DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES
The Company had no subsidiary as at the end of the financial year ended
March 31, 2024.
28. REMUNERATION OF THE DIRECTORS/KEY MANAGERIAL PERSONNEL (KMP) /
EMPLOYEES:
Your Company has framed a Remuneration Policy which lays down a
framework in relation to the Directors, Key Managerial Personnel and Senior Management of
the Company. During the Year Company has not paid any remuneration to directors due to no
positive revenue and profits.
The company paid Rs.2,90,000/- ( Two lakh Ninety thousand only) to
Company secretary and compliance officer & Rs. 80,000/- (eighty Thousand only) to CFO
and the same has been disclosed in the notes to the account of financial result.
29. VIGIL MECHANISIM
The Company has a Whistle Blower Policy to deal with instances of fraud
and mismanagement, if any. The details of establishment of such mechanism have been
disclosed on the website.
Pursuant to Section 177(9) of the Act, a vigil mechanism was
established for directors and employees to report to the management instances of unethical
behaviour, actual or suspected, fraud or violation of the Company's code of conduct
or ethics policy. The Vigil Mechanism provides a mechanism for employees of the Company to
approach the Chief Ethics Counsellor / Chairman of the Audit Committee of Directors of the
Company for Redressal. No person has been denied access to the Chairman of the Audit
Committee of Directors.
30. CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is
applicable to the members of the board and all employees in the course of day to day
business operations of the company. The company believes in "Zero Tolerance"
against bribery, corruption and unethical dealings / behaviours of any form and the board
has laid down the directives to counter such acts. The code has been posted on the
company's website www. tahmar.in.
The code lays down the standard procedure of business conduct which is
expected to be followed by the directors and the designated employees in their business
dealings and in particular on matters relating to integrity in the work place, in business
practices and in dealing with stakeholders. The code gives guidance through examples on
the expected behaviour from an employee in a given situation and the reporting structure.
All the board members and the senior management personnel have
confirmed compliance with the code. All Management Staff were given appropriate training
in this regard.
31. WHISTLE BLOWER POLICY:
The Company has adopted a Whistleblower Policy and Vigil Mechanism to
provide a formal mechanism to the Directors, employees and its stakeholders to report
their concerns about unethical behavior, actual or suspected fraud or violation of the
Company's Code of Conduct or Ethics Policy. Protected disclosures can be made by a
whistleblower through several channels. The policy provides for adequate safeguards
against victimization of employees who avail of the mechanism and also provides for direct
access to the Chairman of the Audit Committee. It is affirmed that no personnel of the
Company have been denied access to the Audit Committee.
32. RISK MANAGEMENT POLICY
The Company has framed Risk Management Policy. The main objective of
this policy is to ensure sustainable business growth with stability and to promote
proactive approach to identifying, evaluating and resolving risks associated with its
business. In order to achieve the key objective, the policy establishes structured and
disciplined approach to risk management in order to guide decisions on risk related
issues.
Under the current challenging and competitive environment, the strategy
for mitigating inherent risk in accomplishing the growth plan of the Company is
imperative. The common risks interalia are regulatory risk, competition, financial risk,
technology obsolescence, human resources risk, political risks, investments, retention of
talents, expansion of facilities and product price risk.
33. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
A statement giving details of conservation of energy, technology
absorption and foreign exchange earnings and outgo as required to be disclosed under the
Act, are provided in Annexure 2 to this report.
34. DIRECTORS' RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls (IFCs) and
compliance systems established and maintained by the Company, the work performed by the
internal, statutory and secretarial auditors and external consultants, including the audit
of IFCs over financial reporting by the Statutory Auditors and the reviews performed by
management and the relevant Board Committees, including the Audit Committee of Directors,
the Board is of the opinion that the Company's IFCs were adequate and effective
during FY24. Pursuant to Section 134 [5] of the Companies Act, 2013, the Directors confirm
that: i) In the preparation of the annual accounts, the applicable Accounting Standards
have been followed along with the proper explanations relating to material departures. ii)
Appropriate Accounting Policies have been selected and applied consistently. 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 at March 31, 2024 and of the Profit and Loss Account for the
Financial Year 2024 have been made. iii) Proper and sufficient care has been taken for the
maintenance of adequate accounting records in accordance with the provisions of the Act,
for safeguarding the assets of the Company and preventing and detecting fraud and other
irregularities. iv) The Annual Accounts have been prepared on a going concern basis. v)
The policies and procedures adopted by the Company for ensuring the orderly and efficient
conduct of its business, including adherence to Company's policies, the safeguarding
of its assets, prevention & detection of frauds / errors, accuracy and completeness of
the accounting records, and the timely preparation of reliable financial information,
internal Financial Controls, are adequate and were operating effectively. vi) Proper
systems are in place to ensure compliance of all laws applicable to the Company and that
such systems are adequate and operating effectively.
35. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the
financial year were on an arm's length basis and were in the ordinary course of
business and the provisions of the Companies Act, 2013, Rules made there under and the
LODR are not attracted.
All Related Party Transactions are placed before the Audit Committee
and also the Board for approval. Prior omnibus approval of the Audit Committee is obtained
for transactions which are foreseen and repetitive in nature. The transactions entered
into pursuant to omnibus approval so granted are audited and a statement giving details of
all related party transactions is placed before the Audit Committee and the Board of
Directors for their approval on a quarterly basis.
Particulars of contracts / arrangement with related parties entered
into under section 188[1] are available in AOC 2 as Annexure3 to this report.
The details of transactions with Related Parties are given in the notes
to the Financial Statements in accordance with the Accounting Standards. The policy on
Related Party Transactions as approved by the Board is uploaded on the website of the
Company at www. tahmar.in. None of the Directors has any pecuniary relationships or
transactions vis-?-vis the Company.
36. AUDITORS
a. Statutory Auditors
M/s. SSRV & Associates, Chartered Accountants (firm registration
no. 135901W) Statutory Auditor of the Company, was appointed by the board in its meeting
and by shareholders subsequently in 11th December 2022 to Fill the Casual
Vacancy arise have been appointed for a period of till the conclusion of Annual General
Meeting of the company to be held in the year 2023. Section 139 of the Companies Act, 2013
read with rule 3 (7) of the Companies (Audit and Auditors) Rules, 2014.
The Auditors has completed the Audit for F.Y. 2023-24 and there are no
observations in the Independent Audit Report, the audit report is self-explanatory.
b. Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies [Appointment and Remuneration of Managerial Personnel] Rules 2014, the
Company had appointed M/s. Brajesh Gupta & Co., Practicing Company Secretary. Indore a
firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company.
The Secretarial Audit Reports, part of this report as Annexure A.
The Company has complied with the Secretarial Standards issued by the
Institute of Company Secretaries of India on board meeting and general meeting.
The Secretarial Auditors has completed the Audit for F.Y. 2023-24 and
there are observations in the Audit Report, the audit report is self-explanatory.
c. Cost Auditors:
Appointment of Cost Auditor is not applicable to the Company. Hence,
the company has not appointed any Cost Auditor and cost accounts and records are not
required to maintain by the company.
During the year under review, the Statutory Auditor and Secretarial
Auditor have not reported any instances of frauds committed in the company by its officers
or employees, to the Audit Committee under Section 143(12) of the Act details of which
needs to be mentioned in this Report. d. Internal Auditor:
M/s Heneel Shah & Associates, Chartered Accountants, who was
appointed as an Internal Auditor of the Company from the financial year 2023-24 has
submitted a report based on the internal audit conducted during the year under review.
37. COMMENTS ON AUDITORS' & SECRETARIAL AUDIT REPORT
M/s. Brajesh Gupta & Co, Company Secretary in Practice, in his
Secretarial Audit Report for Financial Year 2023- 2024 have drawn the attention of the
management on some of the non-compliances, which have been marked as qualification in his
report. In connection with the same management herewith give the explanation for the same
as follows:
(a) The Company has delay in filling of following Form
Sr. No Name of Form |
Purpose |
1 Form SH-7 |
(Alteration in the class of
capital of Memorandum OF Association Capital Clause with respect to the division of equity
shares capital and preference share capital). |
2 PAS 3 |
(Allotment of 9%
Non-Convertible cumulative Redeemable Preference Shares on Private Placement basis) |
| 3 INC 22 |
(Change in ROC within the same state after
approving Application under Form INC 23) |
(b) The Company has passed Shareholders resolution in postal ballot
dated 12th December, 2022 for increase in authorized capital up to Rs.
49,00,00,000, however the E-form SH-7 filed by the company 15.03.2023 on delayed basis.
Management Comment:
(a) Board of Directors took on records the observation and information
received form the Secretarial Auditor and board replied omn delay submission of form Pas
– 3 and INCe – 22 due to technical issues on MCA website and the company's
secretarial team after coordination with MCA help desk could file the said forms with
delay/additional fees.
(b) Board of Directors took on records the observation and information
received form the Secretarial Auditor and board replied that the company has increased its
Authorised share Capital from Rs. 7 Cr. To Rs. 49 Cr and due to heavy amount of stamp
duty, and immediate working capital requirements in business the funds were utilized in
business working capital and therefore due to shortage of fund, the company has filed
above mention form on delay basis with interest and additional fees.
The company is having a strong compliance team and the company and its
management is adhere to comply all applicable compliances timely, the board ensure that no
such delay will be seen in future.
38. ADOPTION OF INDIAN ACCOUNTING STANDARD (IND AS)
The Ministry of Corporate Affairs vide notification dated 16 February
2015 made it mandatory in a phased manner for adoption and applicability of Indian
Accounting Standards (Ind AS) for companies other than Banking, Insurance and Non-Banking
Finance Companies. Rule 4 of the Companies (Indian Accounting Standards) Rules 2015
specifies the classes of companies which shall comply with the Ind AS in preparation of
the financial statements. In accordance with clause (iii) of sub rule (1) of the Rule 4 of
the companies (Indian Accounting Standards) Rules 2015, the compliance of Indian
Accounting Standards was applicable and mandatory to the company for the accounting period
beginning from 1 April 2017.
The financial statements for the year under review have been prepared
in accordance with the Ind AS including the comparative information for the year ended 31
March 2024 as well as the financial statements on the date of transition i.e. 1 April 2016
39. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at workplace and
has adopted a ‘Respect for Gender' Policy on prevention, prohibition and
redressal of sexual harassment in line with the provisions of the Sexual Harassment of
Women at Workplace [Prevention, Prohibition and Redressal] Act, 2013 and the Rules framed
there under.
The Company has not received any written complaint on sexual harassment
during the financial year.
| A. Number of complaint filed during the
financial year 2023-24: |
NIL |
| B. Number of complaint disposed during the
financial year 2023-24: |
NIL |
| C. Number of complaint pending as on end of
the financial year 2023-24: |
NIL |
40. REPORTING OF FRAUDS:
There was no instance of fraud during the year under review, which
required the Statutory Auditors to report to the Audit Committee and/or Board under
Section 143(12) of the Act and Rules framed there under.
41. SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT:
The Company does not have any outstanding shares in the suspense
account and is not required to maintain any Suspense Account or Unclaimed Account as
required under Schedule V of SEBI (LODR).
42. SWEAT EQUITY, BONUS SHARES & EMPLOYEE STOCK OPTION PLAN:
The company has neither issued sweat equity or bonus shares nor has
provided any stock option scheme to the employees.
43. MAJOR EVENTS AND CHANGES DURING THE YEAR:
During the year under review, major events occurred during the F.Y.
2023-2024 as under: -
1. Sub-division of 1 (one) equity share of face value of Rs. 10/- each
into 10 (ten) equity shares of Re. 1/- each. the 10 (Ten) Equity Shares of the face value
of Re. 1 each on sub-division to be allotted in lieu of existing one equity share of Rs.
10 each shall be subject to the terms of the Memorandum and Articles of Association of the
company and shall rank pari passu in all respects with the existing fully paid shares of
Rs. 10 each of the company and shall be entitled to participate in full in any dividends
to be declared after the sub-divided equity shares are allotted." 2. Re-Appointment
of statutory auditor of the company to M/s. SSRV & Associates, Chartered Accountants,
Mumbai with Firm Registration Number 403437 as the Statutory Auditors of the Company to
during the Annual General Meeting of the company.
3. Shifting of registered office within the same state
"MAHARASHTRA" from the jurisdiction of one registrar of companies "ROC
MUMBAI" to the jurisdiction of another registrar of companies "ROC PUNE".
4. Alteration in the class of capital of Memorandum of Association Capital Clause with
respect to the division of Equity Shares Capital and Preference Share Capital. 5.
Issuance, allotment and Listing of 6,36,00,000 Equity shares and Issuance, allotment
6,96,00,000 Warrants (Equity Convertible) to the promoters and non-promoters under the
regulations of SEBI ICDR, Regulation 2015 6. Issuance and allotment of 9,00,00,000 (nine
crore) 9% Non-Convertible Cumulative Redeemable Preference Shares on Private Placement
basis to entities belonging to the promoter group category
44. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND:
The provisions of Section 125(5) of the Companies Act, 2013 do not
apply on the company as no dividend has been declared during the year.
UTILISATION OF THE PROCEEDS FROM ISSUE OF EQUITY SHARES, PREFERENCE
SHARE AND WARRANTS:
In accordance with Regulation 32 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, Statement of deviation/variation in
utilization of funds as on March 31, 2024 as follows:
| Name of listed entity |
Tahmar Enterprises Limited |
| Mode of Fund Raising |
Preferential Issue and Private placement |
Date of Raising Funds |
The company has made
allotment of 6,36,00,000 Equity shares at Rs 1.00/- on March 15 & March 19 2024, and
6,96,00,000, Warrants (Convertible in to Equity Shares) having face value of Re. 1/- and
paid up value Rs. 0.25/- each warrant on March 19, 2024 and 9,00,00,000 9% Non-convertible
Cumulative Redeemable Preference Shares ("NCRPS") of face value of Re. 1/-
(Rupee One only) each on 08-01- 2024, towards conversion of unsecured loan. |
| Amount Raised |
Rs. 17,10,00,000 |
| Report filed for Quarter ended |
31th March, 2024 |
Is there a Deviation /
Variation in use of funds raised |
No |
Original Object |
Modified Object, if any |
Original Allocation |
Modified d Allocation on,
if any |
Funds Utilized |
Amount of Deviation/
Variation for Quarter according to applicable object |
Remarks, If any |
| Repayment of outstanding loan from the
Promoters and |
No |
* Rs. |
Nil |
Rs. |
No |
Total funds |
Promoter Group funding the
business growth, capital expenditure, expansion plans including investments in
subsidiaries, Investment in good business entities, purchase of any
land/building/plant/machinery for the company, exploring new initiatives, acquisition of
business by making Investment or acquisition of stake in entities/companies for further
expansion and diversification of the Business model, Inter body corporate loans in the
requirements of business, mode of working capital, and other general corporate purposes]
by way of fresh issue for cash |
|
17,10,00,000 |
|
17,10,00,00 0 |
|
utilized as per the Object
given in the Notice of General Meeting for shareholders' approval for the
Preferential Issue, there is no deviation of funds. |
* total allotment of securities during March quarter is for Rs.
17,10,00,000/- (Seventeen Crores Ten Lakh Only) out of which the loan conversion of
Promoter & Promoter group of the company was Rs. 15,04,00,000/- against issue and
allotment of 4,55,00,000 Equity shares @ Rs. 1/- to Promoters, Warrants subscription
amount of Rs. 1,49,00,000 i.e. 25% of issue price against 5,96,00,000 warrants @ Re. 1/-
and Rs. 9,00,00,000 against 9,00,00,000 NCRPS to Promoter Group, accordingly net funds
credited in preferential allotment special bank account Rs. 2,06,00,000/- out of total
allotment of securities and funds raised Rs. 17,10,00,000 during March 2024 quarter, the
company has utilized 100% full amount for the purpose and object of the fund-raising
Notice of EOGM.
45. ACKNOWLEDGEMENTS
Your Directors thank all the shareholders, customers, vendors, banks
and the State and Central Governments for the support extended during the year and look
forward to their continued support in the future. Your Directors also place on record
their appreciation of the contribution made by the Company's employees at all levels.
Form No.- MR-3
SECRETARIAL AUDIT REPORT FOR F.Y. 2023-24
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To, The Members,
TAHMAR ENTERPRISES LIMITED (Formerly known as Sarda Papers Limited)
R.S. No. 131/2 Shop No. 7 Guruchandra Residency, Gadhinglaj Kolhapur-
416502,
We have conducted the Secretarial Audit of the compliance of applicable
statutory provisions and the adherence to corporate practices by M/s. TAHMAR
ENTERPRISES LIMITED (hereinafter called the company) for the audit period covering the
Financial Year from 01st April 2023 to 31st March 2024 (‘the audit period').
Secretarial Audit was conducted in a manner that provided us a reasonable basis for
evaluating the corporate conducts/statutory compliances and expressing our opinion
thereon.
Based on my verification of the Company's books, papers, minute books,
forms and return is filed and other records maintained by the Company and also the
information provided by the Company, its officers, agents and authorized representatives
during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company
has, during the audit period covering the Financial Year ended on 31st March, 2024, has
complied with the statutory provisions listed hereunder and also that the Company has
proper Board- processes and compliance-mechanism in place to the extent, in the manner and
subject to the reporting made hereinafter:
We have examined the books, papers; minutes' books, forms and
returns filed and other records maintained by the M/s. Tahmar Enterprises Limited for
the financial year ended on 31st March, 2024 according to the provisions of: (i) The
Companies Act, 2013 (the Act) and the rules made thereunder; (ii) The Securities Contracts
(Regulation) Act, 1956 (‘SCRA') and the rules made thereunder; (iii) The
Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; (iv) Foreign
Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent
of Foreign Direct Investment, Overseas Direct Investment and External Commercial
Borrowings; (v) The following Regulations and Guidelines prescribed under the Securities
and Exchange Board of India Act, 1992 (‘SEBI Act'): - (a) The Securities and
Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations,
2011; (b) The Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015; (c) The Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015;
(d) The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018; (The company has during the year came up
with Preferential issue of 6,36,00,000 Equity shares and 6,96,00,000 Warrants and issue
and allotted Equity shares and Warrants to the promoters and non-promoters under the
regulations of SEBI ICDR, Regulation 2015 the company has complied with the applicable
regulations);
(e) The Securities and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021; (Not applicable to the company during the
Audit Period); (f) The Securities and Exchange Board of India (Issue and Listing of
Non-Convertible Securities) Regulations, 2021 – during the year the Company has
issued the Non- Convertible Securities i.e. 9,00,00,000 Non-Convertible
(Redeemable)
Preference Shares to the promoter group under preferential issue and
the said issued preference shares are/will not be listed on stock exchange and
therefore the SEBI regulations are not applicable on such securities, (not applicable for
the year under review);
(g) The Securities and Exchange Board of India (Registrars to an issue
and Share Transfer Agents) Regulations, 1993; (Not applicable to the Company during the
Audit period);
(h) The Securities and Exchange Board of India (Delisting of Equity
Shares) Regulations, 2021 - (Not applicable to the Company during the Audit period).
(i) The Securities and Exchange Board of India (Buy back of Securities)
Regulations, 2018 (Not applicable to the Company during the Audit Period);
(VI) Having regards to the compliance system prevailing in the Company,
information representation provided by management and on examination of the relevant
documents and records in pursuance thereof on test-check basis, the following laws are
also applicable on company;
i. The Equal Remuneration Act, 1976; ii. Maharashtra state Tax on
Professions, Trades, Callings and Employments Act 1975; iii. The Central Goods And
Services Tax Act, 2017; iv. Maharashtra Goods and Services Tax Act, 2017; v. The Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. vi.
Labour Laws;
We have also examined compliance with the applicable clauses of the
following:
Secretarial Standards with respect to Meeting of Board of Director
(SS-1 ), General Meeting (SS-2) and Dividend (SS-3) issued by The Institute of Company
Secretaries of India related to Board meetings, General Meeting and Dividend;
The Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
During the period under review, the Company has complied with the
provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned
above subject to following observations:- The Company has delay in filling of
following forms with the ROC:-
Sr. No Name of Form |
Purpose |
1 Form SH-7 |
(Alteration in the class of
capital of Memorandum OF Association Capital Clause with respect to the division of equity
shares capital and preference share capital). |
2 PAS 3 |
(Allotment of 9%
Non-Convertible cumulative Redeemable Preference Shares on Private Placement basis) |
| 3 INC 22 |
(Change in ROC within the same state after
approving Application under Form INC 23) |
The Company has passed Shareholders resolution in postal ballot dated
12th December, 2022 for increase in authorized capital up to Rs. 49,00,00,000,
however the E-form SH-7 filed by the company 15.03.2023 on delayed basis.
I further report that:
(i) The Board of Directors of the Company is duly constituted with
proper balance of Executive Directors, Non-Executive Directors and Independent Directors.
The changes made in the composition of the Board of Directors that took place during the
period under review were carried out in compliance with the provisions of the Act. The
following changes occurred during the period, and vacancy has been duly filled within the
stipulated time as below:-
1. Cessation of Mr. Krishnamurthy Ananthanarayanan Perungudur, as
independent Director w.e.f. 29th July, 2023.
2. Resignation of Mr. Rohit Jain, Company Secretary of the Company
w.e.f. 1st July, 2023.
3. Resignation of Mr. Pranavkumar Udaram Khatri, as CFO of the Company
w.e.f. 1st July, 2023..
4. Appointment of Mr. Rajshekhar Cadakketh Rajasekhar Nair as CFO of
the Company 25th July, 2023..
5. Resignation of Mr. Mahesh Salamatrai Makhijani, as Independent
Director of the Company w.e.f. 14th August, 2023.
6. Appointment of Mrs. Kanika Kabra, as additional Independent Director
of the Company W.e.f. 05th September, 2023.
7. Appointment of Mr. Yatin Vilas Chaphekar, as Company Secretary of
the Company w.e.f. 5st Sep, 2023, and he resigned w.e.f. 1st Dec, 2023.
8. Appointment of Mr. Alkesh Patidar, as Company Secretary of the
Company w.e.f. 4th December, 2023.
(ii) Proper notice is given to all Directors to schedule the Board
meetings in compliance with the provisions of Section 173(3) of the Companies Act, 2013,
agenda and detailed notes on agenda were sent at least seven days in advance, however in
some cases where the Board /Committee meeting held , with shorter notice, the management
of the Company has informed to us, that Company has complied with compliances as
applicable Meeting of Board /Committee for Shorter Notice as prescribed under the
Companies Act, 2013 and Secretarial Standard of Board Meeting -SS-1 and a system exists
for seeking and obtaining further information and clarifications on the agenda items
before the meeting and for meaningful participation at the meeting.
(iii) Majority Decisions at the meetings of the Board of Directors of
the Company were carried through on the basis of majority. There were no dissenting views
by any member of the Board of Directors during the period under review. (iv) There are
adequate systems and processes in the Company, commensurate with the size and operations
of the Company to monitor and ensure compliance with applicable laws, rules, regulations
and guidelines.
WE FURTHER REPORT THAT:
I further Inform/report that during the year under review, the
following events or actions had a major bearing on its affairs in pursuance of the above
referred laws, rules, regulations, guidelines, standards, etc.
During the year under review, we observed following events: -
1. Sub-division of 1 (one) equity share of face value of Rs. 10/- each
into 10 (ten) equity shares of Re. 1/- each. the 10 (Ten) Equity Shares of the face value
of Re. 1 each on sub-division to be allotted in lieu of existing one equity share of Rs.
10 each shall be subject to the terms of the Memorandum and Articles of Association of the
company and shall rank pari passu in all respects with the existing fully paid shares of
Rs. 10 each of the company and shall be entitled to participate in full in any dividends
to be declared after the sub-divided equity shares are allotted."
2. Re-Appointment of statutory auditor of the company to M/s. SSRV
& Associates, Chartered Accountants, Mumbai with Firm Registration Number 403437 as
the Statutory Auditors of the Company to during the Annual General Meeting of the company.
3. Shifting of registered office within the same state
"MAHARASHTRA" from the jurisdiction of one registrar of companies "ROC
MUMBAI" to the jurisdiction of another registrar of companies "ROC PUNE".
4. Alteration in the class of capital of Memorandum of Association
Capital Clause with respect to the division of Equity Shares Capital and Preference Share
Capital.
5. Issuance, allotment and Listing of 6,36,00,000 Equity shares and
Issuance, allotment 6,96,00,000 Warrants (Equity Convertible) to the promoters and
non-promoters under the regulations of SEBI ICDR, Regulation 2015
6. Issuance and allotment of 9% Non-Convertible cumulative Redeemable
Preference Shares on Private Placement basis to entities belonging to the promoter group
category
I further report that there are adequate systems and processes in the
Company, commensurate with the size and operations of the Company to monitor and ensure
compliance with applicable laws, rules, regulations and guidelines except granting of
Loans and scale of operation over purchase and sale, and Inadequate Internal Financial
Controls over Statutory Dues, Payments to Govt. and Sundry Debtors.
WE FURTHER REPORT THAT:
During the audit period, there were no instances of:
(i) Public/Rights/debentures/ sweat equity. (ii) Redemption/buy-back of
securities. (iii) Foreign technical collaborations.
IV.SHARE HOLDING PATTERN (Equity Share capital Breakup as percentage of
Total Equity)
Sr No Category of
Shareholders |
Shareholding
at the beginning of the year - 2023 |
|
Shareholding
at the end of the year - 2024 |
|
|
% Change during the
year |
|
Demat |
Physical |
Total |
% of Total Shares |
Demat |
Physical |
Total |
% of Total Shares |
|
Shareholding of Promoter and
Promoter Group |
|
|
|
|
|
|
|
|
| A. |
|
|
|
|
|
|
|
|
|
| Indian |
|
|
|
|
|
|
|
|
|
| [1] |
|
|
|
|
|
|
|
|
|
| (a) Individuals / Hindu Undivided Family |
2312398 |
0 |
2312398 |
74.14 |
71050740 |
0 |
71050740 |
74.96 |
0.82 |
| Central Government / State |
|
|
|
|
|
|
|
|
|
| (b) Government(s) |
0 |
0 |
0 |
'0.00 |
0 |
0 |
0 |
'0.0000 |
'0.0000 |
| (c) Financial Institutions / Banks |
0 |
0 |
0 |
'0.00 |
0 |
0 |
0 |
'0.0000 |
'0.0000 |
| (d) Any Other (Specify) |
|
|
|
|
|
|
|
|
|
| Sub Total (A)(1) |
2312398 |
0 |
2312398 |
74.14 |
71050740 |
0 |
71050740 |
74.96 |
0.82 |
| [2] Foreign |
|
|
|
|
|
|
|
|
|
| Individuals (Non-Resident Individuals / |
|
|
|
'0.00 |
|
|
|
|
|
| (a) Foreign Individuals) |
0 |
0 |
0 |
|
0 |
0 |
0 |
'0.0000 |
'0.0000 |
|
|
|
|
'0.00 |
|
|
|
|
|
| (b) Government |
0 |
0 |
0 |
|
0 |
0 |
0 |
'0.0000 |
'0.0000 |
|
|
|
|
'0.00 |
|
|
|
|
|
| (c) Institutions |
0 |
0 |
0 |
|
0 |
0 |
0 |
'0.0000 |
'0.0000 |
|
|
|
|
'0.00 |
|
|
|
|
|
| (d) Foreign Portfolio Investor |
0 |
0 |
0 |
|
0 |
0 |
0 |
'0.0000 |
'0.0000 |
| (e) Any Other (Specify) |
|
|
|
|
|
|
|
|
|
| Sub Total (A)(2) |
0 |
0 |
0 |
|
0 |
0 |
0 |
'0.0000 |
|
Total Shareholding of
Promoter and Promoter Group(A)=(A)(1)+(A)(2) |
2312398 |
0 |
2312398 |
74.14 |
71050740 |
0 |
71050740 |
74.96 |
0.82 |
(B) Public Shareholding |
|
|
|
|
|
|
|
|
|
| [1] Institutions |
|
|
|
|
|
|
|
|
|
|
|
|
|
'0.00 |
|
|
|
|
|
| (a) Mutual Funds / UTI |
0 |
0 |
0 |
|
0 |
0 |
0 |
'0.0000 |
'0.0000 |
|
|
|
|
'0.00 |
|
|
|
|
|
| (b) Venture Capital Funds |
0 |
0 |
0 |
|
0 |
0 |
0 |
'0.0000 |
'0.0000 |
|
|
|
|
'0.00 |
|
|
|
|
|
| (c) Alternate Investment Funds |
0 |
0 |
0 |
|
0 |
0 |
0 |
'0.0000 |
'0.0000 |
|
|
|
|
'0.00 |
|
|
|
|
|
| (d) Foreign Venture Capital Investors |
0 |
0 |
0 |
|
0 |
0 |
0 |
'0.0000 |
'0.0000 |
|
|
|
|
'0.00 |
|
|
|
|
|
| (e) Foreign Portfolio Investor |
0 |
0 |
0 |
|
0 |
0 |
0 |
'0.0000 |
'0.0000 |
|
|
|
|
'0.00 |
|
|
|
|
|
| (f) Financial Institutions / Banks |
0 |
0 |
0 |
|
0 |
0 |
0 |
'0.0000 |
'0.0000 |
|
|
|
|
'0.00 |
|
|
|
|
|
| (g) Insurance Companies |
0 |
0 |
0 |
|
0 |
0 |
0 |
'0.0000 |
'0.0000 |
|
|
|
|
'0.00 |
|
|
|
|
|
| (h) Provident Funds/ Pension Funds |
0 |
0 |
0 |
|
0 |
0 |
0 |
'0.0000 |
'0.0000 |
| (i) Any Other (Specify) |
|
|
|
|
|
|
|
|
|
| Sub Total (B)(1) |
0 |
0 |
0 |
|
0 |
0 |
0 |
'0.0000 |
'0.0000 |
| Central Government/ State |
|
|
|
|
|
|
|
|
|
| [2] Government(s)/ President of India |
|
|
|
|
|
|
|
|
|
| Sub Total (B)(2) |
0 |
0 |
0 |
|
0 |
0 |
0 |
'0.0000 |
'0.0000 |
| [3] Non-Institutions |
|
|
|
|
|
|
|
|
|
| (a) Individuals |
|
|
|
|
|
|
|
|
|
| Individual shareholders holding nominal |
|
|
|
|
|
|
|
|
|
| (i) share capital upto Rs. 1 lakh. |
407421 |
210107 |
617528 |
19.79 |
4037719 |
2023920 |
6061639 |
6.39 |
-13.40 |
| Individual shareholders holding nominal |
|
|
|
|
|
|
|
|
|
| (ii) share capital in excess of Rs. 1 lakh |
139805 |
0 |
139805 |
4.48 |
17150290 |
0 |
17150290 |
18.00 |
13.52 |
|
|
|
|
'0.00 |
|
|
|
|
|
| (b) NBFCs registered with RBI |
0 |
0 |
0 |
|
0 |
0 |
0 |
0 |
'0.0000 |
| Overseas Depositories(holding DRs) |
|
|
|
'0.00 |
|
|
|
|
|
| (d) (balancing figure) |
0 |
0 |
0 |
|
0 |
0 |
0 |
0 |
'0.0000 |
|
|
|
|
'0.00 |
|
|
|
|
|
| (c) Any Other (Specify) |
|
|
|
|
|
|
0 |
0 |
|
| Trusts |
100 |
0 |
100 |
0.00 |
1000 |
0 |
1000 |
0.00 |
0.002 - |
| Hindu Undivided Family |
24855 |
0 |
24855 |
0.79 |
247570 |
0 |
247570 |
0.26 |
-0.53 |
| Non Resident Indians (Non Repat) |
1294 |
0 |
1294 |
0.041 |
12950 |
0 |
12950 |
0.013 |
-0.027 |
| Non Resident Indians (Repat) |
0 |
100 |
100 |
0.0032 |
0 |
1000 |
1000 |
0.0011 |
-0.0022 |
| Bodies Corporate |
18920 |
3900 |
22820 |
0.73 |
224811 |
39000 |
263811 |
0.27 |
0.45 - |
| Sub Total (B)(3) |
592395 |
214107 |
806502 |
25.86 |
21674340 |
2063920 |
23738260 |
25.04 |
-0.82 |
| Total Public |
|
|
|
|
|
|
|
|
|
| Shareholding(B)=(B)(1)+(B)(2)+(B)(3) |
592395 |
214107 |
806502 |
25.86 |
21674340 |
2063920 |
23738260 |
25.03 |
-0.82 |
| Total (A)+(B) |
2904793 |
214107 |
3118900 |
'100.00 |
92725080 |
2063920 |
94789000 |
100.00 |
0 |
| (C) Non Promoter - Non Public |
|
|
|
|
|
|
|
|
|
| (C1) Shares Underlying DRs |
|
|
|
|
|
|
|
|
|
| [1] Custodian/DR Holder |
0 |
0 |
0 |
'0.00 |
0 |
0 |
0 |
'0.00 |
'0.00 |
| (C2) Shares Held By Employee Trust |
|
|
|
|
|
|
|
|
|
| Employee Benefit Trust (under SEBI |
|
|
|
|
|
|
|
|
|
| (Share based Employee Benefit) |
|
|
|
|
|
|
|
|
|
| [2] Regulations, 2014) |
0 |
0 |
0 |
'0.0000 |
0 |
0 |
0 |
'0.0000 |
'0.00 |
Total (A)+(B)+(C) |
2904793 |
214107 |
3118900 |
'100.00 |
92725080 |
2063920 |
94789000 |
'100.00 |
|
V. SHARE HOLDING OF PROMOTERS
Sr No Shareholder's
Name |
Shareholding
at the beginning of the year - 2023 |
|
Shareholding
at the end of the year - 2024 |
|
|
|
NO. OF shares Held |
% of total Shares of the
company |
%of Shares Pledged
/encumbered to total shares |
NO.OF SHARES HELD |
% of total Shares of the
company |
%of Shares Pledged/
encumbered to total shares |
% change in shareholding
during the year |
1 Sarita Alice Sequeira
Rajshekhar cadakketh |
23125264 |
'68.1415 |
'0.0000 |
6025264 |
63.5650 |
'0.0000 |
-4.5765 |
| 2 rajasekhar nair . |
187134 |
'6.0000 |
'0.0000 |
8371340 |
8.8316 |
'0.0000 |
2.8316 |
| 3 Shon antony sequeira . |
0 |
'0.0000 |
'0.0000 |
526760 |
0.5557 |
'0.0000 |
0.5557 |
4 Suseela Rajasekharan Nair |
0 |
'0.0000 |
'0.0000 |
1400000 |
1.4770 |
'0.0000 |
1.477 |
5 Lakshmi Rajashekharan Nair |
0 |
'0.0000 |
'0.0000 |
500000 |
0.5275 |
'0.0000 |
0.5275 |
| 6 Kamini Kamal Johari |
0 |
'0.0000 |
'0.0000 |
0 |
'0.0000 |
'0.0000 |
0 |
| 7 Kartik Kamal Johari |
0 |
'0.0000 |
'0.0000 |
0 |
'0.0000 |
'0.0000 |
0 |
| 8 Ladage Manish Dharanendra |
0 |
'0.0000 |
'0.0000 |
0 |
'0.0000 |
'0.0000 |
0 |
9 Nallepilly Ramaswami
Parameswaran |
0 |
'0.0000 |
'0.0000 |
0 |
'0.0000 |
'0.0000 |
0 |
| Total |
'74.1415 |
'0.0000 |
71050740 |
74.9567 |
'0.0000 |
'0.0000 |
Total |
VI Change in Promoter's Shareholding: AS ON THE F.Y. ENDED ON
31/03/2024
Sr No Shareholder's
Name |
Shareholding at
the beginning of the year - 2023 |
Cumulative
Shareholding at the end of the year - 2024 |
|
|
NO.OF SHARES HELD |
% of total Shares of the
company |
%of Shares Pledged
/encumbered to total shares |
NO.OF SHARES HELD |
% of total Shares of the
company |
%of Shares Pledged/
encumbered to total shares |
% change in shareholding
during the year |
| 1 Sarita Alice Sequeira |
23125264 |
'68.1415 |
'0.0000 |
6025264 |
63.5650 |
'0.0000 |
-4.5765 |
| 2 Rajshekhar Cadakketh Rajasekhar Nair . |
187134 |
'6.0000 |
'0.0000 |
8371340 |
8.8316 |
'0.0000 |
2.8316 |
| 3 Shon Antony Sequeira . |
0 |
'0.0000 |
'0.0000 |
526760 |
0.5557 |
'0.0000 |
0.5557 |
| 4 Suseela Rajasekharan Nair |
0 |
'0.0000 |
'0.0000 |
1400000 |
1.4770 |
'0.0000 |
1.477 |
| 5 Lakshmi Rajashekharan Nair |
0 |
'0.0000 |
'0.0000 |
500000 |
0.5275 |
'0.0000 |
0.5275 |
| 6 Kamini Kamal Johari |
0 |
'0.0000 |
'0.0000 |
0 |
'0.0000 |
'0.0000 |
0 |
| 7 Kartik Kamal Johari |
0 |
'0.0000 |
'0.0000 |
0 |
'0.0000 |
'0.0000 |
0 |
| 8 Ladage Manish Dharanendra |
0 |
'0.0000 |
'0.0000 |
0 |
'0.0000 |
'0.0000 |
0 |
| 9 Nallepilly Ramaswami Parameswaran |
0 |
'0.0000 |
'0.0000 |
0 |
'0.0000 |
'0.0000 |
0 |
| Total 2312398 |
'74.1415 |
'0.0000 |
71050740 |
74.9567 |
'0.0000 |
'0.0000 |
.8152 |
VII SHAREHOLDING PATTERN OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Sr. No. Shareholder's
Name |
Shareholding
at the beginning of the year |
Date |
Increase / Decreae in
Share |
Reason |
Cumulative
Shareholding End the year |
|
No. of Shares |
% of total Shares Of the
Co. |
|
Holding |
|
No. of Shares |
% of total Shares Of the
Co. |
| 1 SARITA SEQUEIRA |
21,25,2640 |
68.14 |
19-03-2024 |
39000000 |
allotment |
6,02,52,640 |
63.57 |
2 RAJSHEKHAR CADAKKETH
RAJASEKHAR NAIR% |
1,87,1340 |
6.00 |
19-03-2024 |
6500000 |
allotment |
83,71,340 |
8.83 |
| 3 SANDEEP KUMAR SAHU |
0 |
0 |
- |
0 |
- |
0 |
0 |
| 4 MANISH DHARANENDRA |
0 |
0 |
- |
0 |
- |
0 |
0 |
| LADAGE* |
|
|
|
|
|
|
|
| 5 KANIKA KABRA** |
0 |
0 |
- |
0 |
- |
0 |
0 |
| 6 MEENA MENGHANI |
|
|
|
|
|
|
|
| 7 ALKESH PATIDAR ^ |
0 |
0 |
- |
0 |
- |
0 |
0 |
8 MR. KRISHNAMURTHY
ANANTHANARAYANAN PERUNGUDUR ! |
0 |
0 |
- |
0 |
- |
0 |
0 |
9 MR. MAHESH SALAMATRAI
MAKHIJANI## |
0 |
0 |
- |
0 |
- |
0 |
0 |
| 10 MR. PRANAVKUMAR |
0 |
0 |
- |
0 |
- |
0 |
0 |
| UDARAM KHATRI & |
|
|
|
|
|
|
|
| 11 MR. ROHIT JAIN, $ |
|
|
|
|
|
|
|
| 12 MR. YATIN CHAPHEKAR# |
0 |
0 |
- |
0 |
- |
0 |
0 |
! Cessation of Mr. Krishnamurthy Ananthanarayanan Perungudur, as
independent Director w.e.f. 29th July, 2023. $ Resignation of Mr. Rohit Jain, Company
Secretary of the Company w.e.f. 1st July, 2023. & Resignation of Mr. Pranavkumar
Udaram Khatri, as CFO of the Company w.e.f. 1st July, 2023.. % Appointment of Mr.
Rajshekhar Cadakketh Rajasekhar Nair as CFO of the Company 25th July, 2023..
##Resignation of Mr. Mahesh Salamatrai Makhijani, as Independent D irector of the Company
w.e.f. 14th August, 2023. **Appointment of Mrs. Kanika Kabra, as additional Independent
Director of the Company W.e.f. 05th September, 2023.
#Appointment of Mr. Yatin Vilas Chaphekar, as Company Secretary of the
Company w.e.f. 5st Sep, 2023, and he resigned w.e.f. 1st Dec, 2023. ^Appointment of Mr.
Alkesh Patidar, as Company Secretary of the Company w.e.f. 4th December, 2023.
| VIII. INDEBTEDNESS |
|
|
|
|
Indebtedness of the Company
including interest outstanding/accrued but not due for payment |
|
(Rs. In lakhs) |
Particulars |
Secured Loans excluding
deposits |
Unsecured Loans |
Deposits |
Total Indebtedness |
| Indebtedness at the beginning of the
financial year |
|
|
|
|
| i)Principal Amount |
- |
1551.55 |
- |
1551.55 |
| ii)Interest due but not paid |
- |
- |
- |
- |
| iii)Interest accrued but not due |
- |
- |
- |
- |
| Total (i+ii+iii) |
0 |
1551.55 |
0 |
1551.55 |
| Change in Indebtedness during the financial
year |
|
|
|
|
| Additions |
- |
- |
- |
- |
| Reduction |
- |
- |
- |
- |
| Net Change |
0 |
0 |
0 |
0 |
| Indebtedness at the end of the financial year |
|
|
|
|
| i)Principal Amount |
- |
1551.55 |
- |
1551.55 |
| ii)Interest due but not paid |
- |
- |
- |
- |
| iii)Interest accrued but not due |
- |
- |
- |
- |
| Total(i+ii+iii) |
0 |
1551.55 |
0 |
1551.55 |
IX. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A)
Remuneration to Managing Director, Whole Time Directors and/or Manager:
| S Particulars of Remuneration |
Name of MD/WTD/Manager |
|
Total Amount |
r. N o. |
Ms. Sarita Sequeira
(Managing Director) |
Rajshekhar Cadakketh
Rajasekhar Nair (Executive Director) |
Mr. Manish Dharanendra
Ladage* (Executive Director) |
|
| 1 Gross salary |
|
- |
|
- |
| (a) Salary as per provisions contained in
section 17(1) of |
- |
- |
- |
- |
| the Income tax Act, 1961 |
|
|
|
|
| (b) Value of perquisites u/s 17(2) of the
Income tax Act, 1961 |
- |
- |
- |
- |
| (c) Profits in lieu of salary u/s 17(3) of
the Income tax Act, 1961 |
- |
- |
- |
- |
| 2 Stock Option |
- |
- |
- |
- |
| 3 Sweat Equity |
- |
- |
- |
- |
| 4 Commission |
- |
- |
- |
- |
| as % of profit |
- |
- |
- |
- |
| Others, specify |
- |
- |
- |
- |
| 5 Others, please specify - |
- |
- |
- |
- |
| Total (A) |
- |
- |
- |
- |
| Ceiling as per the Act |
N.A. |
N.A. |
N.A. |
|
* Resignation of Mr. Mr. Manish Dharanendra Ladage*, as Director of the
Company w.e.f. 22nd July, 2024 A) REMUNERATION TO OTHER DIRECTORS PARTICULARS OF DIRECTORS
|
Sandeep Kumar Sahu |
Meena Menghani |
Kanika Kabra |
Total Amount (In Rs.) |
| 1 Independent Directors |
|
|
|
|
(a) Fee for attending Board
and committee meetings |
60,000 |
1,60,000 |
60,000 |
2,80,000 |
| (b) Commission |
- |
- |
- |
|
| (c)Others, please specify |
- |
- |
- |
- |
| Total (1) |
60,000 |
1,60,000 |
60,000 |
2,80,000 |
| 2 |
|
|
|
|
(a) Fee for attending board
committee meetings |
- |
- |
- |
- |
| (b) Commission |
- |
- |
- |
|
| (c)Others please specify. |
- |
- |
- |
|
| Total (2) |
60,000 |
1,60,000 |
60,000 |
2,80,000 |
| Total Managerial Remuneration (B)=(1+2) |
60,000 |
1,60,000 |
60,000 |
2,80,000 |
Overall Ceiling as per the Act |
|
|
|
B) REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD
Sl. No. Particulars of
Remuneration |
Key Managerial Personnel |
|
Total |
|
ALKESH PATIDAR^ |
MR. PRANAVKUMAR |
|
|
MR. YATIN CHAPHEKAR# |
UDARAM KHATRI & |
|
|
MR. ROHIT JAIN,$ Company |
(CFO)* |
|
|
Secretary& Compliance Officer |
|
|
| 1 Gross Salary |
2,60,000 |
80,000 |
|
| (a) Salary as per provisions contained in
section 17(1) of the Income Tax. 1961. |
|
|
|
| (b) Value of perquisites u/s 17(2) of the
Income tax Act, 1961 |
|
|
|
| (c ) Profits in lieu of salary under section
17(3) of the Income Tax Act, 1961 |
|
|
|
| 2 Stock option |
- |
- |
- |
| 3 Sweat Equity |
- |
- |
- |
| 4 Commission |
- |
- |
- |
| -as % of profit |
|
|
|
| -others (specify) |
|
|
|
| 5 Others, please specify |
- |
- |
- |
| Total |
2,60,000 |
80,000 |
8,60,000 |
| Ceiling as per the Act |
N.A. |
N.A. |
N.A. |
$ Rohit Jain, Company Secretary cum Compliance Office of the Company
resigned w.e.f. 1st July, 2023.
*Pranavkumar Udaram Khatri appointed as CFO of the Company, 23rd
September, 2022 and resigned w.e.f.1st July,2023.
# Yatin Vilas Chaphekar, Company Secretary cum Compliance Office of the
Company appointed w.e.f. 5st Sep, 2023, and resigned w.e.f. 1st Dec, 2023. ^ Alkesh
Patidar, Appointed w.e.f. 1st July, 2023 as Company Secretary cum Compliance Office of the
Company.
X. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES
Type |
Section of the Companies Act
/SEBI / BSE |
Brief Description |
Details of Penalty/
Punishment/ Compounding Fees imposed |
Authority (RD/NCLT/Court) |
Appeal made if any (give
details) |
| A. COMPANY |
|
|
|
|
|
Penalty |
Additional Fees and Interest
on the MCA forms fled delayed as per the challans of respective forms |
Form INC-22, Form Pas-3 for
preference share, Form SH – 7. |
As per challan of respective
form. |
MCA/ROC |
Not Applicable |
| Punishment |
- |
- |
- |
- |
- |
| Compounding |
- |
- |
- |
- |
- |
| B. DIRECTORS/PROMOTERS |
|
|
|
|
|
| Penalty |
- |
- |
- |
- |
- |
| Punishment |
- |
- |
|
- |
- |
| Compounding |
- |
- |
|
- |
- |
C. OTHER OFFICERS IN DEFAULT |
|
|
|
|
| Penalty |
- |
- |
|
- |
- |
| Punishment |
- |
- |
|
- |
- |
| Compounding |
- |
- |
|
- |
- |
Annexure – 4
PARTICULARS OF EMPLOYEES AND RELATED INFORMATION
Information as per Rule 5(1) of the companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
The percentage increase in remuneration of each Director, Chief
Financial Officer and Company Secretary during the Financial Year 2023-2024, ratio of the
remuneration of each Director to the median remuneration of the employees of the Company
for the financial year 2023-2024 and the comparison of remuneration of each Key Managerial
Personnel (KMP) against the performance of the Company are asunder:
Sr. No Name of
Director/KMP |
Remuneration Received(Rs.
In Lakhs) |
% increase in
Remuneration in the Financial year 2023-2024 |
Ratio of remuneration of
each Director & KMP to median remuneration of employees |
1 Mrs. Sarita Sequeira
(Managing Director) |
Nil |
0 |
Nil |
2 Mr. Rajshekhar
Cadakketh Rajasekhar Nair (Executive Director & CFO) |
Nil |
0 |
Nil |
3 Mr. Manish D Ladage^
(Executive Director) |
Nil |
0 |
Nil |
4 Mr. Sundeep kumar
Sahu (Non Executive Independent Director) |
Nil |
0 |
Nil |
5 Ms. Meena Mengnani
(Non Executive Independent Director) |
Nil |
0 |
Nil |
6 Ms. Kanika Kabra (Non
Executive Independent Director)* |
Nil |
0 |
Nil |
7 Mr. Rohit Jain (Company Secretary) # |
0.80 |
0 |
Nil |
8 Mr. Pranavkumar
Udaram Khatri (CFO) & |
0.80 |
0 |
Nil |
9 Ms. Yatin Chaphekar (Company
Secretary) ## |
0.60 |
0 |
Nil |
10 Mr. Alkesh Patidar (Company
Secretary) ### |
1.20 |
0 |
Nil |
^ Manish D Ladage Director of the Company resigned w.e.f. 22nd
July 2024.
* Kanika Kabra, Independent Director of the Company appointed W.e.f. 05th
September, 2023. #Rohit Jain, Company Secretary cum Compliance Office of the Company
resigned w.e.f. 1st July, 2023.
& Pranavkumar Udaram Khatri appointed as CFO of the Company, 23rd
September, 2022 and resigned w.e.f.1st July,2023.
## Yatin Vilas Chaphekar, Company Secretary cum Compliance Office of
the Company appointed w.e.f. 5st Sep, 2023, and resigned w.e.f. 1st
Dec, 2023. ### Alkesh Patidar, Appointed w.e.f. 1st July, 2023 as Company
Secretary cum Compliance Office of the Company.
1. The median remuneration of employees of the Company during the
financial year was Rs.1,16,155/- in the Financial Year 2023-24, there was an increase of
in the median remuneration of employees as this is the first year of operation;
2. There were 107 number of employees on the rolls of the Company as on
31st March 2024;
3 . Average percentage increase made in the salaries of employees other
than the managerial personnel in the last financial year i.e.
2023-24, and comparison with the increase in the managerial
remuneration for the same financial year.
Remuneration paid to
employees excluding managerial personnel fort he FY 2022-23 |
Remuneration paid to
employees excluding managerial personnel for the FY 2023-24 |
% change in remuneration
paid to employees excluding managerial personnel |
Remuneration paid to
managerial personnel for the FY 2022-23 |
Remuneration paid to
managerial personnel for the FY 2023-24 |
(%) change in remuneration
paid to managerial personnel |
| 3,12,387/- |
1,48,18,683/- |
* |
2,60,000/- |
3,40,000/- |
30.76% |
* there was an increase of in the median remuneration of employees as
this is the first year of operation
Affirmation that the remuneration is as per the remuneration policy of
the Company: It is affirmed that the Remuneration paid is as per the Remuneration Policy
of the Company.
|