FOR THE FINANCIAL YEAR ENDED MARCH 31, 2024
To,
The members of Faze Three Limited
The Board of Directors are pleased to present the 39th
Annual Report of your Company containing the business performance and the Audited
Financial Statements for the year ended on March 31, 2024.
1. FINANCIAL PERFORMANCE (STANDALONE & CONSOLIDATED)
(INR in Crores)
Particulars |
For the Year ended
31.03.2024 |
For the Year ended
31.03.2023 |
For the Year ended
31.03.2024 |
For the Year ended
31.03.2023 |
|
(Standalone) |
(Standalone) |
(Consolidated) |
(Consolidated) |
| Revenue from Operations |
535.85 |
547.92 |
564.52 |
558.18 |
| Other Income |
8.70 |
5.57 |
7.80 |
5.58 |
Total Income |
544.55 |
553.49 |
572.32 |
563.76 |
Profit before tax |
57.24 |
76.71 |
62.45 |
77.62 |
Tax expense (incl. deferred
tax) |
15.13 |
19.27 |
15.86 |
19.32 |
Profit for the year |
42.11 |
57.44 |
46.59 |
58.30 |
Other comprehensive income for
the year |
(0.56) |
(0.16) |
(0.56) |
(0.63) |
Total comprehensive income
for the year |
41.55 |
57.28 |
46.03 |
57.67 |
The standalone and consolidated financial statements for the financial
year ended March 31, 2024, forming part of this Annual Report, have been prepared in
accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of
Corporate Affairs.
2. KEY HIGHLIGHTS OF THE FINANCIAL PERFORMANCE/ STATE OF THE
COMPANY'S AFFAIRS
During the year under review, the Company achieved consolidated revenue
from operations of INR 564.52 Crores as against INR 558.18 Crores in the previous year.
The total Standalone Income for the Quarter ended (QE) March 31, 2024 stood at INR 152.63
Crores versus INR 134.34 Crores for QE March 2023. The Company's Standalone Net
Profit after Tax (NPAT) for year ended March 31, 2024 stood at 42.11 INR Crores versus INR
57.44 Crores for year ended March 31, 2023 and the Consolidated NPAT for year ended March
31, 2024 stood at INR 46.59 Crores as against NPAT of INR 58.30 Crores for year ended
March 31, 2023.
3. DIVIDEND
The Board of Directors have decided to retain the resources to fuel the
growth and objectives of the Company and therefore do not recommend dividend for the
financial year ended March 31, 2024. The
Directors are confident to derive optimum utilization out of the same,
which shall be in the best interest of the stakeholders.
4. SHARE CAPITAL
The Authorised Share Capital of the Company is INR 26,00,00,000/-
divided into 2,60,00,000 equity shares of face value of INR 10/- each. The paid-up share
capital of the Company is INR 24,31,90,000/- divided into 2,43 19 , ,000 equity shares of
face value of INR 10/- each. During the F.Y. 2023-24 there was no change in the share
capital of the Company.
5. RESERVES
There were no appropriations to reserves/ general reserves during the
year under review. The closing balance of the retained earnings of the Company for the FY
2023-24 is INR. 175.71 Crores on standalone basis and INR on 178.13 Crores consolidated
basis.
6. DEPOSITS/ LOANS FROM DIRECTORS
The Company has not accepted any deposits from the public falling
within the ambit of Section 73 and 76 of the Companies Act, 2013 (‘the Act') and
the Companies (Acceptance of Deposits) Rules, 2014, or under Chapter V of the Act. The
Company has not accepted any deposit or any loan from the directors during the year under
review.
7. SUBSIDIARY OR ASSOCIATE OR JOINT VENTURE COMPANY
The Company has two wholly owned subsidiaries as on March 31, 2024,
namely:
i. Faze Three US LLC
The Company has a wholly owned subsidiary (WOS) in USA viz. Faze Three
US LLC which is a front office of the Company in USA and is actively engaged in sourcing
local business within USA for supplying the Company's range of products to stores/
retailers. The Total Income of WOS for FY 2023-24 stood at USD 1.17 MN (INR 9.72 Crores)
vs USD 1.84 MN (INR 14.92 Crores) for FY 2022-23. The PAT for FY 2023-24 stood at USD 0.15
MN (INR 1.32 Crores) as against PAT USD 0.039 MN (INR 0.79 Crores) during previous year.
ii. Mats and More Private Limited
The Company has a wholly owned subsidiary (WOS) incorporated in India
viz. Mats and More Private Limited. The WOS is engaged in the business of manufacturing,
import, export and dealing in patio mats, floor covering, indoor and outdoor furnishing
products including other furnishing products. The Total Income of WOS for FY 2023-24 stood
at INR 21.69 Crores vs INR 2.61 Crores for FY 2022-23. The PBT for FY 2023-24 stood at INR
3.85 Crores vs INR 0.05 Crores for FY 2023-24. Pursuant to the provisions of Section
129(3) of the Act, a statement containing salient features of financial statements of the
WOS in Form AOC-1 forms part of this Annual Report as ANNEXURE 1. Copies of the
financial statements of the subsidiary companies are available on the Company's
website at https://www.fazethree.com/financial-result/.
During the period under review, no company has become or ceased to be
Subsidiary, Associate or Joint Venture of the Company.
8. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 134(3)(c) of the Act, with
respect to the Director's Responsibility Statement, the Directors hereby confirm
that: (i) in the preparation of the Annual Financial Statements for the year ended March
31, 2024, the applicable accounting standards have been followed along with proper
explanation relating to material departures, if any; (ii) such accounting policies as
mentioned in Notes to Financial Statements have been selected and applied consistently and
judgements and estimates have been made 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 of the Company for the year ended on that date; (iii) proper and sufficient care
have been taken for the maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; (iv) the Annual Financial
Statements have been prepared on a going concern basis; (v) proper internal financial
controls were in place and that the financial controls were adequate and were operating
effectively; (vi) proper systems to ensure compliance with the provisions of all
applicable laws were in place and that such systems were adequate and operating
effectively.
9. NUMBER OF MEETINGS OF THE BOARD AND ITS COMMITTEES
The Board and Committees of the Board meet at regular intervals to
discuss and decide on Company/ Business policy and strategy apart from other Board
business. In case of any urgent business need, where the meeting of the Board of Directors
is not envisaged, the Board's approval is taken by passing resolutions by
circulation, as permitted by law, which are noted and confirmed in the subsequent Board
Meeting. The details of number of Board and Committee meetings of the Company are set out
in the Corporate Governance Report, which forms part of this Report.
10. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED
OR HAVE RESIGNED
DURING THE YEAR
As on March 31, 2024, the Board of Directors of the Company comprised
of the following:
| Mr. Ajay Anand : |
Chairman and Managing Director |
| Mr. Sanjay Anand : |
Whole Time Director |
| Mrs. Rashmi Anand : |
Non-Executive Director |
| Mr. Chuji Kondo : |
Independent Director |
| Mr. James Leonard : |
Independent Director |
| Mr. Manan Shah : |
Independent Director |
| Mr. Vinit Rathod : |
Independent Director |
During the year under review, there was no change in the composition of
the Board.
On the basis of the written representations received from the
Directors, none of the above Directors is disqualified under Section 164 of the Act.
During the year under review, the following changes took place in the position of Key
Managerial Personnel:
i. Ms. Samruddhi Varadkar who resigned from the position of Company
Secretary & Compliance Officer with effect from the closure of business hours of
October 05, 2023. ii. Mr. Akram Sati was appointed as the Company Secretary &
Compliance Officer of the Company with effect from January 05, 2024 in place of Ms.
Samruddhi. Accordingly, following are the Key Managerial Personnel of the Company as on
March 31, 2024:
| Mr. Ajay Anand : |
Managing Director |
| Mr. Sanjay Anand : |
Whole-time Director |
| Mr. Ankit Madhwani : |
Chief Financial Officer |
| Mr. Akram Sati : |
Company Secretary & Compliance Officer |
The Company has complied with the requirements of having Key Managerial
Personnel as per the provisions of Section 203 of the Act.
11. PERFORMANCE EVALUATION OF BOARD
Pursuant to Section 178 of the Act read with Schedule IV thereto and
Regulation 17 of the Securities and Exchange Board of India ("SEBI") (Listing
Obligations and Disclosure Requirements), Regulations 2015 ("Listing
Regulations"), a formal evaluation of Board's performance and that of its
Committees and individual directors has been carried out by the Board. The evaluation of
all the directors including independent directors was carried out by the entire Board,
except for the director being evaluated. The performance is evaluated after seeking inputs
from all the Directors, through a structured questionnaire, on the basis of the criteria
such as the Board composition and structure, experience and competencies, attendance,
effectiveness of board processes, information and functioning, independent approach, etc.
The above criteria are broadly based on the Guidance Note on Board Evaluation issued by
the SEBI on January 05, 2017. The performance of the Committees was evaluated by the Board
after seeking inputs from the committee members on the basis of the criteria such as the
composition of committees, attendance of the members, recommendations to the Board and
their implementation, effectiveness of committee meetings, etc. The Independent Directors
at their separate meeting held on March 26, 2024 evaluated the performance of the
Non-Independent Directors and the Board as a whole, the Chairman of the Board after
considering the views of other Directors and assessed the quality, quantity and timeliness
of flow of information between the Company management and the Board that is necessary for
the Board to effectively and reasonably perform their duties. The Board of Directors
expressed their satisfaction to the outcome of the aforesaid evaluations.
12. DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors have submitted requisite declarations
confirming that they (i) meet the criteria of independence as prescribed under Section
149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and are independent;
(ii) have complied with the Code of Conduct laid down under Schedule IV of the Act and
(iii) they have registered themselves with the Independent Director's Database
maintained by the Indian Institute of Corporate Affairs. In the opinion of the Board, the
independent directors possess the requisite integrity, experience, expertise required
under all applicable laws and the policies of the Bank.
13. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS
The Board members are provided with necessary documents, reports and
internal policies to enable them to familiarize with the Company's procedures and
practices. Pursuant to the SEBI regulations, the Company organizes Familiarization
Programme periodically for the Independent Directors, with a view to familiarize them with
their role, rights and responsibilities in the Company, nature of industry in which the
Company operates, business model of the Company, etc. The Board familiarization process
comprises of the induction programme for new Independent Directors, sessions on business
and functional issues and strategy making. Periodic presentations are made at the Board
and Committee meetings on business and performance updates of the Company including
finance, sales, and overview of business operations, business strategy and risks involved.
During the year under review, the Independent Directors were familiarized on business
model, key updates on business performance, and legal/ regulatory updates at Board
Meetings as well as through periodic reports. The policy for Familiarization Programme for
the Independent Directors is available on website of the Company at
https://www.fazethree.com/corporate-governance/.
14. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL
PERSONNEL AND
EMPLOYEES
In accordance with the provisions of Section 134(3)(e) read with
Section 178(2) of the Companies Act, 2013 and Regulation 19(4) read with Part D of
Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, your Company has adopted a Policy on Nomination & Remuneration which inter alia,
includes the criteria for determining qualifications, positive attributes and independence
of Directors, and remuneration for the directors, key managerial personnel and other
employees. The said policy can be accessed on the website of the Company at
https://www.fazethree.com/policies/
15. DISCLOSURE RELATING TO REMUNERATION TO DIRECTORS, KEY MANAGERIAL
PERSONNEL AND
PARTICULARS OF EMPLOYEES
Disclosure pertaining to remuneration of employees as required under
Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is annexed to the Report as ANNEXURE
II. The information pursuant to Section 197 of the Act read with Rule 5(2) and (3) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in
respect of employees of the Company, will be provided on request. In terms of Section 136
of the Act, the reports and accounts are being sent to the shareholders and others
entitled thereto, excluding the said information, which will be made available for
inspection by the shareholders in electronic mode, up to the date of AGM. Members can
inspect the same by sending an email to the Company Secretary in advance at
cs@fazethree.com . Further, as on March 31, 2024, the Company has no employee who: (i) if
employed throughout the financial year, was in receipt of remuneration, in aggregate of
INR 102.00 Lakhs or more, per annum or
(ii) if employed for part of the financial year, was in receipt of
remuneration, in aggregate of INR 8.50 lakhs or more, per month
(iii) if employed throughout the financial year or part thereof, was in
receipt of remuneration in that year which, in the aggregate, or as the case may be, at a
rate which, in the aggregate, is in excess of that drawn by the managing director or
whole-time director or manager and holds by himself or along with his spouse and dependent
children, not less than two percent of the equity shares of the company.
16. RECEIPT OF ANY COMMISSION BY MD / WTD FROM COMPANY OR FOR RECEIPT
OF
COMMISSION/REMUNERATION FROM ITS HOLDING OR SUBSIDIARY COMPANY
During the year under review, the Company has not paid any commission
to any of its Directors. Further, the Company does not have a holding company and none of
the Directors of the Company have received any commission/ remuneration from its
subsidiary companies.
17. ANNUAL RETURN
Pursuant to the provisions of Sections 134(3)(a) and 92(3) of the Act
read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the
draft Annual Return as of March 31, 2024, is placed on the website of the Company at
https://www.fazethree.com/corporate-governance/
18. AUDIT COMMITTEE
The Audit Committee of the Board of Directors of the Company is duly
constituted pursuant to Section 177 of the Act and Regulation 18 of Listing Regulations.
As on March 31, 2024, the Audit Committee comprises of 3 (three)
members namely Mr. Vinit Rathod (Chairman), Mr. Ajay Anand (Member) and Mr. Manan Shah
(Member). Other details pertaining to the Audit Committee are included in the Corporate
Governance Report, which forms part of this report. All the Members of the Committee are
adequately literate to understand the financial and other aspects. All the recommendations
made by the Committee during the period were accepted by the Board.
19. NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee of the Board of Directors of
the Company is duly constituted pursuant to Section 178(1) of the Act and Regulation 19 of
Listing Regulations. The Nomination and Remuneration Committee is responsible for
evaluating the balance of skills, experience, independence, diversity and knowledge on the
Board and for drawing up selection criteria. The Board of Directors of the Company has
defined a policy on Director's appointment and payment of remuneration including
criteria for determining qualifications, positive attributes and independence of Directors
and terms of reference of the Committee which is available on the website of the Company
at https://www.fazethree.com/policies/.
As on March 31, 2024, the Nomination & Remuneration Committee
comprised of 3 (three) members all being Non-Executive Directors namely Mr. Vinit Rathod
(Chairman), Mrs. Rashmi Anand (Member) and Mr. Manan Shah (Member). All the
recommendations made by the Committee during the period were accepted by the Board.
20. STAKEHOLDERS' RELATIONSHIP COMMITTEE
The Stakeholders' Relationship Committee of the Board of Directors
of the Company is duly constituted pursuant to Section 178(5) of the Act and Regulation 20
of the Listing Regulations. As on March 31, 2024, the Stakeholders Relationship Committee
comprises of 3 (three) members namely Mr. Vinit Rathod (Chairman), Mr. Ajay Anand (Member)
and Mr. Manan Shah (Member). Other details pertaining to the Committee are included in the
Corporate Governance Report, which forms part of this report.
21. CORPORATE SOCIAL RESPONSIBILITY STATEMENT (CSR)
The business cannot exist in isolation and for a business to be
profitable, it needs to consider the Social Responsibility in order to build a positive
synergy between the two. The Company has always considered Social Responsibility as an
integral part of sustainable growth and has been over the years contributing towards it in
various ways. The management of the Company endeavors for the upliftment of the society
and the natural resources which are essential for overall economic growth. During the FY
2023-24, the Company's CSR obligation was INR 1,21,69,306/- (One Crore Twenty-One
Lakhs and Sixty-Nine Thousand Three Hundred and Six Only), being 2% of the average net
profit during the preceding 3 year, towards the CSR contribution pursuant to the Rule 7(3)
of the Companies (Corporate Social Responsibility Policy) Rules, 2014. However, post
set-off of INR 11,35,539/- (Eleven Lakhs Thirty-Five Thousand and Five Hundred and
Thirty-Nine Only), being excess amount spent in previous financial years, the Company was
required to spend INR 1,10,33,767/- (One Crore Ten Lakhs and Thirty-Three Thousand Seven
Hundred and Sixty-Seven Only) during FY 23-24. However, on recommendation of CSR
Committee, the Company made total CSR contribution of INR 1,33,50,000/- (One Crore Thirty
Three Lakhs and Fifty Thousand Only) during FY 2023-24, towards CSR activities by way of
donations to Trusts/Society working for the betterment and upliftment of the Blind, Deaf,
Widow, Helpless women, mentally challenged, orphans, specially-abled people and
Eco–Socio backward part of the Society by providing facilities for their Health,
affordable Medical Treatment, Education, affordable Housing and Self-Employment. The brief
outline of the Corporate Social Responsibility (CSR) policy of the Company and the annual
report on Corporate Social Responsibility (CSR) activities as per format prescribed in the
Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed as ANNEXURE
III to this report.
The CSR policy has been posted on the website of the Company at
https://www.fazethree.com/policies/.
22. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
The information as required under Section 134(3)(m) of the Act read
with Rule 8(3) of the Companies (Accounts) Rules, 2014 with respect to conservation of
energy, technology absorption and foreign exchange earnings and outgoings is annexed to
this report as ANNEXURE IV.
23. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All Related Party Transactions are approved by the Audit Committee.
Prior omnibus approval is obtained from the Audit Committee in respect of the transactions
which are repetitive in nature. The transactions entered into pursuant to omnibus approval
so granted are reviewed on a quarterly basis by the Audit Committee. During the financial
year, the Company has entered into transactions with related parties as defined under
Section 2(76) of the Act and Listing Regulations. All related party transactions were
carried out at arm's length price and in the ordinary course of business.
Further, as per the SEBI Listing Regulations, if any related party
transaction exceeds Rs 1,000 crore or 10% of the annual consolidated turnover as per the
last audited financial statement whichever is lower, would be considered as material and
require Members approval. In this regard, during the year under review, the Company had
taken necessary Members approval for Material Related Party Transactions proposed to be
undertaken with Faze Three Autofab Limited for FY 2023-24. However, there were no material
transactions of the Company with any of its related parties as per the Act. Therefore, the
disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in
Form AOC-2 is not applicable to the Company for FY24 and, hence, the same is not required
to be provided.
Suitable disclosure as required by the Indian Accounting Standards (IND
AS 24) has been made in the notes to the Financial Statements. The Policy on materiality
of related party transactions and dealing with related party transactions as approved by
the Board is available at https://www.fazethree.com/policies/ .
24. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE
COMPANY
No material changes or commitments, affecting the financial position of
the Company occurred between the end of the financial year of the Company i.e. March 31,
2024 and the date of the Directors' report.
25. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a Whistle Blower Policy and has established the
necessary vigil mechanism for directors and employees in confirmation with Section 177(9)
of the Act and Regulation 22 of Listing Regulations, to report concerns about unethical
behavior and provide appropriate avenues to the Directors and employees to bring to the
attention of the management any issue which is perceived to be in violation of or in
conflict with the Code of Conduct of the Company and to report concerns about unethical
behavior. No person has been denied access to the Chairman of the Audit Committee. The
said policy has been posted on the website of the Company at
https://www.fazethree.com/policies/. During the year under review, no complaint or adverse
reporting was received by the designated officer of the Company.
26. DISCLOSURE AS PER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE
(PREVENTION PROHIBITION
AND REDRESSAL) ACT, 2013
The Company has zero tolerance towards sexual harassment at the
workplace. The Company has adopted Prevention of Sexual Harassment Policy in line with the
provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the Rules made thereunder. The Company has complied with the
provisions relating to the constitution of the Internal Committee as per the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. No
complaints were received during the year.
27. RISK MANAGEMENT
The Company has in place a mechanism to inform Board of Directors about
the Risk assessment and risk minimization procedures and periodical reviews to ensure that
risk is controlled by the management through the means of a properly laid-out framework.
The Audit Committee has additional oversight in the area of financial risks and controls.
The major risks identified by the businesses and functions are systematically addressed
through mitigating actions on a continuing basis.
28. INTERNAL FINANCIAL CONTROLS
The Company has adequate internal control systems, commensurate with
the size, scale and complexity of its operations, which monitors business processes,
financial reporting and compliance with applicable regulations. The systems are
periodically reviewed for identification of control deficiencies and formulation of time
bound action plans to improve efficiency at all the levels.
29. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report as required under Regulation
34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is
enclosed as ANNEXURE V.
30. CORPORATE GOVERNANCE
The Company believes in transparency and adhering to good corporate
governance practices in every sphere of its operations. The Company has taken adequate
steps to comply with the applicable provisions of Corporate Governance as stipulated in
the Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. A report on Corporate Governance is annexed to this report as ANNEXURE
VI.
31. AUDITORS AND THEIR REPORT
A. STATUTORY AUDITORS AND AUDITORS' REPORT
M/s. MSKA & Associates Chartered Accountants (Firm Registration No.
105047W), were appointed as the Statutory Auditor by the Members of the Company at the 37th
Annual General Meeting of the Company, for a period of 5 years and shall hold the office
till the conclusion of the 42nd Annual General Meeting of the Company, to be
held in the calendar year 2027. The Auditor's Report on IND AS financial statements
(standalone and consolidated) of the Company for the FY 2023-24, as submitted by M/s. MSKA
& Associates, Chartered Accountants, did not contain any qualifications, reservations
or adverse remarks and are self-explanatory. There have been no instances of fraud
reported by the Auditors under Section 143(12) of the Act and Rules framed thereunder
either to the Company or to the Central Government.
B. SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of Companies Act, 2013 and
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company has undertaken Secretarial Audit for the FY 2023-24 by appointing M/s. Sanjay
Dholakia & Associates, Practicing Company Secretary, which, inter alia, includes audit
of compliance with the Companies Act, 2013, and the Rules made thereunder, SEBI Listing
Regulations and other Regulations and Acts applicable to the Company. The Secretarial
Audit Report is annexed to this report as ANNEXURE VII. The Secretarial
Auditors' Report for the financial year ended March 31, 2024, does not contain any
reservation, qualification or adverse remark. The Board of Directors at their meeting held
on May 23, 2024, has re-appointed M/s. Sanjay Dholakia & Associates, Practicing
Company Secretaries (Certificate of Practice No. 1798), as the Secretarial Auditor for FY
2024-25.
32. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Details of loans, guarantees and investments covered under Section 186
of the Act, are provided at Note No. 6 & 7 in the notes to the financial statements.
33. DISCLOSURE ON ACCOUNTING TREATMENT
The Company has not used any differential treatment which is not in
compliance with Accounting Standards and the financials of the Company depict a true and
fair view of the state of affairs of the Company.
34. COST AUDIT AND RECORDS
The Company maintains the cost records of its products as per the
provisions of sub-section (1) of Section 148 of the Act. Pursuant to the provisions of
sub-section (2) of Section 148 of the Act read with Rule 4(3)(i) of the Companies (Cost
Records and Audit) Rules, 2014, the requirement of Cost Audit is not applicable to the
Company.
35. SECRETARIAL STANDARDS
During the year under review, the Company has complied with the
applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
36. SIGNIFICANT MATERIAL ORDERS PASSED BY COURTS, IF ANY
There are no significant material orders passed by the Regulators/
Courts against the Company which would impact the going concern status of the Company and
its future operations.
37. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
("BRSR")
Pursuant to Regulation 34(2)(f) of the Listing Regulations, the
initiatives taken by the Company from an environmental, social and governance perspective,
are provided in the Business Responsibility and Sustainability Report ("BRSR")
for the financial year 2023-24 which is included as a separate section in the Annual
Report. The Company has prepared the BRSR report on a voluntary basis.
38. POLICIES UNDER LISTING REGULATIONS
The SEBI Listing Regulations mandated the formulation of certain
policies for all listed Companies which are as under. a. Documents Retention &
Archival Policy' as per Regulation 9 and Regulation 30 which may be viewed at
https://www.fazethree.com/policies/ b. Policy for determining Materiality of events /
information' as per Regulation 30 which may be viewed at
https://www.fazethree.com/policies/ c. Policy for determining material subsidiary' as
per Regulation 16(1)(c) of the Listing Regulations which may be viewed at
https://www.fazethree.com/policies/
39. OTHER DISCLOSURES
There was no change in the nature of the business of the Company during
the year under review.
The Company has not issued any shares with differential voting during
the year under review.
There were no revisions in the financial statements from the end of the
Financial Year to date of the Director Report.
The Company has neither issued any shares nor granted any Stock Options
nor any Sweat Equity Shares during the year.
No application has been made under the Insolvency and Bankruptcy Code,
2016 (31 of 2016) ("the IBC, 2016"), hence, the requirement to disclose the
details of application made or any proceeding pending under the IBC, 2016 during the year
along with their status as at the end of the financial year is not applicable.
The requirement to disclose the details of difference between amount of
the valuation done at the time of onetime settlement and the valuation done while taking
loan from the Banks or Financial Institutions along with the reasons thereof, is not
applicable during the year under review.
There are no amounts due and outstanding to be credited to Investor
Education and Protection Fund as on March 31, 2024.
40. ACKNOWLEDGEMENT
Your Directors wish to place on record their appreciation for the
co-operation extended by all the employees, Bankers, Financial Institutions, various State
and Central Government authorities and Stakeholders.
FORM NO. AOC – 1
STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENT OF
SUBSIDIARIES/ ASSOCIATE COMPANIES/ JOINT VENTURES
(Pursuant to First proviso to sub-section (3) of section 129 read with
rule 5 of Companies (Accounts) Rules, 2014)
Part "A": Subsidiaries:
| Name of the subsidiary |
Faze Three US LLC |
Mats and More Private Limited |
|
(Foreign Wholly owned subsidiary) |
(Indian Wholly owned subsidiary) |
The date since when the
subsidiary was acquired |
16th October, 2017 |
11th March, 2022 |
Reporting period for the
subsidiary concerned, if different from the holding company's reporting period |
1st April, 2023
– 31st March, 2024 |
1st April, 2023
– 31st March, 2024 |
Reporting currency and
Exchange rate as on the last date of the relevant financial year in case of foreign
subsidiaries. |
Reporting Currency - US
Dollar (USD) Exchange Rate as on 31st March, 2024 - 1 USD = INR 83.3739 |
Not applicable |
|
(Amount in INR Crores) |
(Amount in INR Crores) |
| Share Capital |
2.44 |
0.10 |
| Reserves & surplus |
(0.66) |
0.04 |
| Total assets |
3.99 |
19.62 |
| Total liabilities |
2.21 |
16.33 |
| Investments |
- |
- |
| Turnover |
9.72 |
21.69 |
| Profit / (Loss) before taxation |
1.38 |
3.85 |
| Tax Expense |
0.06 |
0.67 |
| Profit / (Loss) after taxation |
1.32 |
3.18 |
| Proposed Dividend |
- |
- |
| % of shareholding |
100% |
100% |
Note:
1. Names of subsidiaries which are yet to commence operations: None
2. Names of subsidiaries which have been liquidated or sold during the
year: None 3. Information under Part B is not applicable to the Company.
STATEMENT OF DISCLOSURE OF REMUNERATION UNDER SECTION 197 OF COMPANIES
ACT, 2013 AND RULE 5(1) OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL
PERSONNEL) RULES, 2014.
1. The ratio of the remuneration of each director to the median
remuneration of the employees of the company for the financial year:
Name of Director |
Designation |
Ratio to median remuneration of the
Employees |
| Mr. Ajay Anand |
Managing Director |
21.41:1 |
| Mr. Sanjay Anand |
Whole time Director |
11.98:1 |
Note: Since Non-Executive and Independent Directors received no
remuneration, except sitting fees for attending Board / Committee meetings, the required
details are not applicable.
2. The percentage increase in remuneration of each director, Chief
Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the
financial year:
Name |
Designation |
% Increase / Decrease of
remuneration in 2024 as compared to 2023 |
| Mr. Ajay Anand |
Managing Director |
Nil |
| Mr. Sanjay Anand |
Whole Time Director |
Nil |
| Mr. Ankit Madhwani |
Chief Financial Officer |
Nil |
Ms. Samruddhi Varadkar |
Company Secretary (Tenure
from February 03, 2023 to October 05, 2023) |
N.A. |
Mr. Akram Sati |
Company Secretary* (Appointed
w.e.f. January 05, 2024) |
N.A. |
*Appointed as Company Secretary and Compliance Officer during FY
2023-24, hence not comparable with FY 2022-23.
3. The percentage increase in median remuneration of employees in the
financial year 6.2 %
4. There were 707 permanent employees except employees on the
rolls of the Company as on March 31, 2024.
5. Average percentile increase already made in the salaries of
employees other than the managerial personnel in the last financial year and its
comparison with the percentile increase in the managerial remuneration and justification
thereof and point out if there are any exceptional circumstances for increase in the
managerial remuneration:
The median percentage increase made in the salaries of employees other
than managerial remuneration was in the range of 10- 13 % whereas the increase in
the remuneration of Managerial personnel was Nil.
6. We hereby affirm that the remuneration paid during the year ended
March 31, 2024 is as per the Remuneration Policy of the Company.
ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES
1. Brief outline on CSR Policy of the Company
The Company has always recognized that its business is a part of the
community where it operates. The CSR activities/projects are aligned to assist weaker and
underprivileged sections of the society. The Company strives to implement its CSR
programmes directly or in collaboration with other associations/trusts/NGO registered with
concerned regulatory authorities who has expertise as well as establish presence in area
for effective implementation of projects / use of funds.
The Company has undertaken various CSR initiatives so far including
promoting skill and education among children and the down trodden especially scheduled
castes, scheduled tribes, minorities, BPL's and other backward communities etc. The
Company will continue to contribute in these areas and will simultaneously explore the
opportunities to contribute towards other social causes through its CSR program.
2. Composition of CSR Committee:
Sr. No. Name of the
Director |
Designation/ Nature of
Directorship |
Number of meetings |
Number of meetings of |
| of CSR Committee held
during the year |
CSR attended year |
Committee during the |
1. Mr. Ajay Anand |
Chairperson/Executive
Director |
2 |
|
2 |
2. Mr. Manan Shah |
Member/Independent Director |
2 |
|
2 |
3. Mr. Sanjay Anand |
Member/Executive Director |
2 |
|
2 |
3. The web-link where
Composition of CSR : committee, CSR Policy and CSR projects approved by the board are
disclosed on the website of the company. |
Committee Composition:
https://www.fazethree.com/board-committees/ CSR Policy:
https://www.fazethree.com/policies/ |
| 4. Executive summary along with web link(s)
of : |
Not Applicable |
Impact assessment of CSR
projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate
Social responsibility Policy) Rules, 2014, if applicable. |
|
5. (a) Average net profit of the company as per section 135(5) : INR
60,84,65,306 /-
(b) Two percent of average net profit of the company as per section
135(5) : INR 1,21,69,306 /-
(c) Surplus arising out of the CSR projects or programmes or activities
of the previous financial years : NIL (d) Amount required to be set off for the
financial year, if any : INR 11,35,539/- (e) Total CSR obligation for the financial
year (b+c-d) : INR 1,10,33,767/-
6. (a) Amount spent on CSR Projects (both Ongoing Project and other
than Ongoing Project) : INR 1,33,50,000/- (b) Amount spent in Administrative
Overheads : Nil (c) Amount spent on Impact Assessment, if applicable : Not
Applicable (d) Total amount spent for the Financial Year (a+b+c) : INR
1,33,50,000/- (e) CSR amount spent or unspent for the financial year:
Total Amount |
|
Amount Unspent (in INR) |
|
Spent for the Financial
Year (in INR) |
Total Amount
transferred to Unspent CSR Account as per Section 135(6) |
Amount
transferred to any fund specified under Schedule VII as per second proviso to Section
135(5) |
|
Amount |
Date of Transfer |
Name of Fund |
Amount |
Date of Transfer |
| 1,33,50,000 |
Nil |
N.A. |
N.A. |
Nil |
N.A. |
(f) Excess amount for set off, if any:
Sr. No. Particular |
Amount (in INR) |
(i) Two percent of average net
profit of the company as per Section 135(5)* |
1,10,33,767 |
| (ii) Total amount spent for the Financial
Year |
1,33,50,000 |
| (iii) Excess amount spent for the financial
year [(ii)-(i)] |
23,16,233 |
(iv) Surplus arising out of
the CSR projects or programmes or activities of the previous financial years, if any |
NIL |
| (v) Amount available for set off in
succeeding financial years [(iii)-(iv)] |
23,16,233 |
*The amount 1,10,33,767/- is the CSR obligation for FY 23-24 after set
off of excess amount spent in previous financial years. Please refer point 5 of this
report for clarification.
7. Details of Unspent CSR amount for the preceding three financial
years:
Sr. No. Preceding
Financial Year(s) |
Amount transferred to
Unspent CSR Account under subsection (6) of |
Balance Amount in Unspent
CSR Account under subsectio |
Amount Spent in the Financial
Year |
Amount transferred
to a Fund as specified under Schedule VII as per second proviso to subsection (5) of
section 135, if any |
Amount remaining to be
spent in succeeding Financial Years |
Deficiency, if any |
|
section 135 |
n (6) of section 135 |
|
Amount |
Date of Transfer |
|
|
| 1. FY 2022-23 |
|
|
|
|
|
|
|
| 2. FY 2021-22 |
|
|
|
NIL |
|
|
|
| 3. FY 2020-21 |
|
|
|
|
|
|
|
8. Whether any capital assets have been created or acquired through
Corporate Social Responsibility amount spent in the Financial Year: No
If Yes, enter the number of Capital assets created/ acquired: Not
Applicable
Furnish the details relating to such asset(s) so created or acquired
through Corporate Social Responsibility amount spent in the Financial Year:
Sl. No. Short
particulars of the property or asset(s) |
Pincode of the |
Date of creation |
Amount of CSR |
Details of
entity/ Authority/ beneficiary of the registered owner |
[including address and the
property] |
complete location of |
property or asset(s) |
|
amount spent - ( in lacs) |
CSR Registration Number,
if applicable |
Name |
Registered address |
|
|
|
Not Applicable |
|
|
|
9. Specify the reason(s), if the company has failed to spend two per
cent of the average net profit as per section 135(5) - Not Applicable
STATEMENT PURSUANT TO SECTION 134 (3) OF THE COMPANIES ACT, 2013 READ
WITH RULE 8(3) OF CHAPTER IX OF COMPANIES (ACCOUNTS) RULES, 2014.
CONSERVATION OF ENERGY
A. Steps taken for Conservation of energy and for utilizing alternate
sources of energy:
ESG is now integral to our overall strategy of the Company. The Company
regularly undertakes required steps for conservation of energy leading to sustainability.
The team implements the latest trends, developments & technologies available in
conserving energy across all the units.
The Company has also transitioned its dyeing operation in North India
from Coal Based Boilers to Gas Based Boiler and has signed agreement for supply of Gas
with Indian Oil Adani Gas Private Limited. These efforts have also helped improve
environment in surrounding area as well as reduced reliance on Coal Import for India.
The Company has invested over INR 12 Cr in aggregate for Rooftop Solar
energy 2.1 MW (captive) which provides for ~35% of electricity consumption at Silvassa
units comes from Rooftop Solar.
The newly setup Warehouse in West India is powered by Li-ion (Electric)
Material Handling Equipment. The Company has also continued its effort for rain water
harvesting at all units in west & north India, the water collected from water
harvesting is helping recharge the ground water levels as well as stored for future use.
The Company endeavors to impact the environment positively with
sustainable production methods, use of energy efficient and environment friendly
technologies, use of recycled and ecofriendly raw materials, etc. The Company is also
shipping complete range of home products in organic cotton and recycled polyester.
All manufacturing processes and products are designed for minimizing
carbon footprints are being continuously upgraded to consistently accomplish this goal.
The company has continued its quest to make its process and product environment friendly
and energy efficient. The Company is also actively contributing to the Sustainability
projects initiated by its customers for conservation of resources.
The Company has also continued its efforts to save energy through
various initiatives of increase in use of LED lamps in vicinity of factory as well as
installation of LED lights at factories. Installation of transparent sheets around
warehouse and at the roof top of factory to save the energy. The newly built expanded
capacity at Silvassa consists of lithium Ion MHE (warehouse truck & forklifts) leading
to efficiency, energy saving and further additions towards ESG goals.
B. Capital investment on energy conservation equipments:
During the year, the Company has invested INR 12 Cr in Rooftop Solar
energy 2.1 MW (captive), Clean Energy for processing (PNG) & Li-ion (Electric)
Material Handling Equipment keeping company's ESG goals.
The Company has also made Investments for transitioning its dyeing
operation in North India from Coal Based Boilers to Gas Based Boiler.
The Company is always reviewing its process to make them more
sustainable. The new machines are reviewed from the point of view of energy consumption as
well along-with production efficiency and output while making purchase decisions. Energy
consumption and sustainability were at the core of new expansions of various units.
The newly built expanded capacities at Western India consist of lithium
Ion MHE (warehouse truck & forklifts) leading to efficiency, energy saving.
RESEARCH & DEVELOPMENT AND TECHNOLOGY ABSORPTION
Faze3 strives to adopt new technologies to improve its processes. The
company strives to focus on creating new products for our customers. Faze3 has dedicated
in house design, R&D, new development team at each location to create new products for
our customers. The company has added new Design team at Head office which works closely
with product development and Marketing team to increase its efforts to reach into new
product lines. FTL has continued its pursuit for creative ideas, innovative designs and
value additions to stay ahead of the curve.
Faze3's product development and deployment capability helped the
business meet pressing consumer needs and helping develop new products. Faze3 has made
investments in its subsidiary, Mats and More Pvt. Limited in Aurangabad, to cater to a new
category of floor coverings, specifically patio mats for outdoor use. The Company has
achieved total revenue of INR 21.69 Crores and PBT of INR 3.85 Crores in 2nd
year of its operations. The goal of this investment is to generate a minimum revenue
potential of USD 10 million in phase 1 within a period of 3-4 years. The partner closely
with its customers and leverage strengths of its global affiliates to meet the needs of
the local market.
The Company continued to work with major global retailers to develop
products tailor made for their requirement in global market. Your Company is always
exploring the new ideas/ suggestions for developing new products by continuously engage
with existing customers to understand their requirements as well as market dynamic to stay
prepared for changing environment in market and stay ahead of the curve. Faze3 has strong
pipeline of various products and it continue to develop new product lines to attract new
customers and meet new demands of its existing customers.
Faze3 has always recognized technology's strategic importance as
critical component in this changing environment. Faze3 has regularly upgraded its existing
infrastructure, machines, technologies, manufacturing processes etc. considering latest
market trends. Company has taken various initiative during expansion process to upgrade
its existing process. These initiatives result in benefits in various forms such as
product improvement, cost reduction, increase in efficiency, sustainability etc.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of the foreign exchange earnings and outgo of the Company
during the year in terms of INR (Crores) is as below:
Particular |
Amount |
| Total Foreign Exchange earned |
432. 97 |
| Total Foreign Exchange used |
28.53 |
|