To,
Dear Shareholders,
Your Directors have pleasure in presenting 39th (Thirty Ninth) Annual Report
together with the Audited Financial Statements of the Company for the Financial Year
("FY") ended on 31st March, 2025.
FINANCIAL RESULTS:
(Rs. in Lakhs)
|
31st March, 2025 |
31st March, 2024 |
| Revenue from Operations |
1997.56 |
0 |
| Other Income |
113.7 |
0 |
Total Revenue |
2110.73 |
0 |
Total Expenses |
2036.89 |
16.41 |
Earnings before Interest, Tax, Depreciation & |
76.35 |
(16.41) |
Amortization |
|
|
| Finance Cost |
2.50 |
0.00 |
| Depreciation |
0.00 |
0.00 |
Profit Before Tax |
(73.85) |
(16.41) |
| Payment & Provision of Current Tax |
0.00 |
0 |
| Deferred Tax Expenses/(Income) |
0.00 |
0 |
Profit After Tax |
47.96 |
(16.41) |
STATE OF COMPANY'S AFFAIRS:
During the year under review, your company recorded Rs. 1997.56 Lakhs as
compared to Rs. Nil of Previous Financial Year. The Net Profit for FY 2024-25 is 47.96
lakhs as compared to Net Loss of Rs. (16.41) Lakhs of Previous Financial Year.
CHANGE IN NATURE OF BUSINESS, IF ANY:
There has been no change in the nature of business of the Company.
CHANGE OF NAME OF THE COMPANY
The Company has changed its name from Containerway International Limited to Indus
AluminumRecyclers Limited .
DIVIDEND:
In order to conserve the profit for future years, the company do not recommend dividend
for the financial year 2024-25.
TRANSFER TO RESERVES:
During the period under review, the Company has not transferred any profit to reserves.
ANNUAL RETURN:
Pursuant to Section 92(3) read with Section134(3)(a) of the Act, the Annual Return as
on March 31, 2025 is available on the Company's website at https://www.containerway.co.in/
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF
FINANCIAL YEAR AND THE DATE OF REPORT:
The following are the material changes and commitments, which affect the financial
position of the company which have occurred between the end of the financial year to which
the financial statements relate and the date of this Report:
CHANGE IN ATUHORISED SHARE CAPITAL:
Company Increase its Authorised Share Capital
From: Rs. 6,75,00,000/ - (Rupees Six Crores Seventy-Five Thousand only) divided into:
(i) 69,00,000 (Sixty-Nine Lakh) equity shares of Rs. 5 (Rupees Five Only) each,
amounting to Rs. 3,45,00,000 (Rupees Three Crores Forty-Five Lakh Only); and
(ii) 33,00,000 (Thirty-Three Lakh) 0.01% Non-Convertible Redeemable Preference Shares
of Rs. 10 (Indian Rupees Ten Only) each, amounting to Rs. 3,30,00,000 (Rupees Three Crore
Thirty Lakh Only).
To: Rs. 20,00,00,000 (Rupees Twenty Crores only) divided into:
(i) 3,34,00,000 [Three Crore Thirty-Four Lakhs] equity shares of Rs. 5/- (Rupees Five
only) eacsh, amounting to Rs. 16,70,00,000 (Rupees Sixteen Crores Seventy Lakhs Only); and
(ii) 33,00,000 (Thirty-Three Lakh) 0.01% Non-Convertible Redeemable Preference Shares of
Rs. 10 (Rupees Ten Only) each, amounting to Rs. 3,30,00,000 (Rupees Three Crore Thirty
Lakh Only) vide Extra-Ordinary General Meeting held on Thursday, 25th July, 2024 through
Special Resolution
As a result of the above changes, the Authorized Share Capital of the Company is Rs.
20,00,00,000/- (Rupees Twenty Crores only) divided into 3,34,00,000 (Three Crore
Thirty-Four Lakhs) Equity Shares of Rs. 5/- (Rupees Five only) each and 33,00,000
(Thirty-Three Lakh) Preference Shares of Rs. 10 (Rupees Ten Only) each.
CHANGE IN PAID-UP SHARE CAPITAL:
The company issued 50,35,000 Equity Shares at a price of Rs.20.00 (Rupees Twenty) per
Equity Share including a premium of Rs.15.00 (Rupees Fifteen) per Equity Share,
aggregating to Rs.1,71,03,305 (Rupees One crore seventy-one lakh three thousand three
hundred five Only) to Non promoter/Public Category of the company, on a preferential and
private placement basis, as approved in the Extra-Ordinary General Meeting held on
Thursday, 25th July, 2024 through Special Resolution and Board Meeting for
Allotment held on 27th August 2024.
The company issued 34,20,661 Convertible Warrants exercisable into Equity Shares at an
issue price of Rs. 20.00- per Convertible Warrant upon receipt of upfront payment of 25%
of Issue Price aggregating Rs.1,71,03,305(Rupees One crore seventy-one lakh three thousand
three hundred five Only.). Each Convertible Warrant carries a right to subscribe to 1
(one) equity share of face value of Rs.5.00/- each of the Company at a premium of
Rs.15.00/- per equity share, any time within a period of 18 months from the date of
allotment, in one or more tranches, as approved in the Extra-Ordinary General Meeting held
on Thursday, 25th July, 2024 through Special Resolution and Board Meeting for
Allotment held on 27th August 2024. . As a result of the above changes, the
Paid-up Share Capital of the Company now stands at Rs. 5,78,61,000/- (Rupees Five Crore
Seventy-Eight Lakhs Sixty-one Thousand) and on fully diluted basis stands at
Rs.7,49,64,305/- (Rupees Seven Crore Forty Nine Lakhs Sixty-Four Thousand Three Hundred
Five).
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
There are no significant material orders passed by the Regulators or Courts or
Tribunal, which would impact the going concern status of the Company and its future
operation.
DEPOSITS:
During the financial year, your Company has not accepted any amount as Public Deposits
within the meaning of provisions of Chapter V – Acceptance of Deposits by Companies
of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
FINANCE:
To meet the funds requirement of working / operational capital your Company utilize the
internal accruals as funds.
CREDIT RATING:
The provisions related to Credit Rating is not applicable to the Company.
DISCLOSURE RELATING TO SUBSIDIARIES, ASSOCIATES
Your Company does not have any holding, subsidiary, associate or any joint venture.
MERGERS AND ACQUISITIONS:
There were no mergers/acquisitions during the year.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The composition of the Board of Directors of the Company on 31stMarch, 202 5
is as under: i) Directors to retire by Rotation:
In accordance with the provisions of Section 152 of the Companies Act, 2013 and the
Articles of Association of your Company Mr. Sanjay Vimalchand Deora (DIN: 01010427)
Director of the Company, retire by rotation at the ensuing Annual General Meeting and
being eligible have offered themselves for re-appointment.
The details as required under the provisions of the Companies Act and Listing
Regulations are provided in the Notice convening the ensuing Annual General Meeting. ii)
APPOINTMENT AND RESIGNATION OF DIRECTORS
During the period under review, following director were appointed and resigned:
Appointment of Director:
During the financial year under review, there was no appointment of Directors on the
Board.
However, subsequent to the closure of the financial year, Ms. Niki Nitin Thakkar (DIN:
10663415) was appointed as an Additional Director (Non-Executive, Non-Independent) with
effect from 03rd July, 2025, pursuant to the provisions of Section 161(1) of the Companies
Act, 2013 and the Articles of Association of the Company.
Resignation of Director:
During the financial year under review, Mr. Salem Lakshmanan Ganapathi (DIN:
01151727) resigned from the Board of Directors with effect from 08th July, 2024.
The Board places on record its appreciation for his valuable contribution during his
tenure.
Subsequent to the closure of the financial year:
1. Ms. Sonu Gupta (DIN: 07333591) resigned as a director with effect from 02nd
June, 2025; and 2. Ms. Ila Sunil Trivedi (DIN: 10297697) resigned as a director
with effect from 03rd July, 2025.
The Board also records its sincere appreciation for their guidance and support during
their association with the Company.
iii) Declaration by Independent Directors:
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed under the provisions
of Section 149(6) of the Companies Act, 2013 read with Schedules & Rules issued
thereunder as well as Regulation 16 of the Listing Regulations.
The Independent Directors have complied with the Code for Independent Directors
prescribed in Schedule IV to the Act.
During the period under review, separate Meeting of Independent Director of the company
was held on 10th May, 2024. iv) Key Managerial Personnel (KMP):
Pursuant to Section 2 (51) and Section 203 of the Companies Act, 2013 read with Rules
framed there under, the following executives have been designated as Key Managerial
Personnel (KMP) of the Company.
1. Mr. Abhishek Khursija – Company Secretary
2. Mr. Sanjay Deora - Chief Financial Officer
During the period under review, Mr. Sanjay Deora was appointed as the Chief
Financial Officer of the Company with effect from 05th September, 2024.
23
MEETINGS OF THE BOARD:
The Directors of the Company met at regular intervals at least once in a quarter with
the gap between two meetings not exceeding 120 days to take a view of the Company's
policies and strategies apart from the Board Matters. During the year, Twele (12) Board
meetings were convened and held on 15.05.2024, 23.05.2024, 29.05.2024, 10.05.2024,
29.06.2024, 02.07.2024, 14.08.2024, 27.08.2024, 05.09.2024, 14.11.2024, 01.01.2025 and
14.02.2025 respectively, in respect of which meetings proper notices were given and the
proceedings were properly recorded and signed.
Name of Director |
Designation & Category |
No. of Board Meetings attended |
| Mr. Salem L. Ganapathi |
Executive Director |
06 |
| (Resigned w.e.f.08.07.2024) |
|
|
| Mr. Sanket Sanjay Deora |
Managing Director |
12 |
| (Appointed w.e.f.21.02.2024) |
|
|
| Mr. Sanjay Vimalchand Deora |
Chief Financial Officer cum Non- |
12 |
| (Appointed w.e.f.21.02.2024) |
Executive Non-Independent |
|
|
Director |
|
| Ms. Sonu Gupta |
Non-Executive Independent |
12 |
| (Resigned w.e.f.02.06.2025) |
Director |
|
| Mrs. Ila Sunil Trivedi |
Non-Executive Independent |
12 |
| (Resigned w.e.f.03.07.2025) |
Director |
|
| Ms. Niki Nitin |
Non-Executive Independent |
*N.A (Post |
| Thakkar(Appointed w.e.f. |
Director |
financial year) |
| 03.07.2025) |
|
|
* Note: Ms. Niki Nitin Thakkar was appointed as a director after the end of the
financial year and hence did not attend any Board meetings during the year under review.
DIRECTORS' RESPONSIBILITY STATEMENT:
In pursuance of Section 134(5) of the Companies Act, 2013 read with the rules made
there under, including any enactment or re-enactment thereon, the Directors hereby confirm
that:
a) In the preparation of the Annual Accounts for the year ended on 31st
March, 2025, the applicable accounting standards had been followed along with proper
explanation relating to material departures;
b) The Directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at 31st March, 2025 and of the
Profit of the Company for the period ended on 31st March, 2025.
c) The Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
d) The Directors had prepared the annual accounts on a going concern basis; e) The
Directors had laid down Internal Financial Controls (‘IFC') and that such Internal
Financial Controls are adequate and were operating effectively.
f) The Directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The Company has conducted familiarization programme for Independent Directors during
the year. The details of the same are given in the Corporate Governance Report and also
posted on the website of the Company at https://www.containerway.co.in/.
BOARD PERFORMANCE EVALUATION:
Pursuant to the provisions of the Act and Regulation 17 of Listing Regulations, the
Board has carried out the annual performance evaluation of its own performance and that of
its statutory committee's Viz., Audit Committee, Stakeholder Relationship Committee,
Nomination and Remuneration Committee and also of the individual Directors. A structured
questionnaire was prepared after taking into consideration inputs received from the
Directors, covering various aspects of the Board's functioning such as adequacy of the
composition of the Board and its Committees, Board culture, execution and performance of
specific duties, obligations and governance. A separate exercise was carried out to
evaluate the performance of Directors on parameters such as level of engagement and
contribution, independence of judgment safeguarding the interest of the Company and its
minority shareholders etc. The entire Board carried out the performance evaluation of the
Independent Directors and also reviewed the performance of the Secretarial Department. As
required under the provisions of the Act and the Listing Regulations, a separate meeting
of the Independent Directors of the Company was held on 10th May, 2024 to
evaluate the performance of the Chairman, Non- Independent Directors and the Board as a
whole and also to assess the quality, quantity and timeliness of flow of information
between the management of the Company and the Board. The Directors expressed their
satisfaction with the evaluation process.
REMUNERATION POLICY:
The Board has on the recommendation of the Nomination & Remuneration Committee
framed a policy for selection and appointment of Directors, Senior Management and their
remuneration.
Non-Executive Directors are paid sitting fees for attending each meeting of the Board
and/or Committee of the Board, approved by the Board of Directors within the overall
ceilings prescribed under the Act and Rules framed thereunder. All the Executive Directors
(i.e., Chairman/Managing Director/Whole-time Director) are paid remuneration as mutually
agreed between the Company and the Executive Directors within the overall limits
prescribed under the Companies Act, 2013. In determining the remuneration of the Senior
Management Employees, the Nomination and Remuneration Committee ensures / considers the
following:
The remuneration is divided into two components viz. fixed component comprising
salaries, perquisites and retirement benefits and a variable component comprising
performance bonus; The remuneration including annual increment and performance bonus is
decided based on the criticality of the roles and responsibilities, the Company's
performance vis-?-vis the annual budget achievement, individual's performance vis-?-vis
Key Result Areas (KRAs)
/ Key performance Indicators (KPIs), industry benchmark and current compensation trends
in the market.
CODE OF CONDUCT:
The Board of Directors has adopted the Policy on Code of Conduct in accordance with the
requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Code of
Conduct of the Company lays down guidelines and procedures to be followed and disclosures
to be made while dealing with shares of the Company as well as consequences ofviolation.
The code of practices and procedures for fair Disclosures of unpublished price
sensitive information and code of conduct to regulate, monitor and report trading by
Insiders is available on the website www.containerway.co.in
All Board members and Senior Management Personnel have affirmed compliance of the Code
of Conduct. A declaration to this effect, signed by the Managing Director of the Company
forms part of this Report. The Board has also adopted separate code of conduct with
respect to duties of Independent Directors as per the provisions of the Companies Act,
2013.
COMMITTEES:
The composition of the Committees constituted by the Board is provided separately in
this Annual Report. As per the applicable provisions, the requirement to annex a Corporate
Governance Report is not applicable to the Company.
I. Audit Committee:
The Company has constituted an Audit Committee as per the requirement of the Companies
Act, 2013.
During the year under review 8 (Eight) meetings were held viz 15.05.2024, 23.05.2024,
29.05.2024, 02.07.2024, 14.08.2024, 27.08.2024, 14.11.2024 and 14.02.2025. The Composition
and attendance of the Committee s as under:
Name of Member |
Designation |
Period of Tenure |
No. of Meetings attended |
| Ms. Sonu Gupta |
Chairperson |
to 02.06.2025 (Resigned w.e.f. Up 02.06.2025)
Up to 03.07.2025 (Resigned w.e.f. |
8 8 |
| Mrs. Ila Sunil Trivedi Mr. Sanjay Vimalchand |
Member |
03.07.2025) |
8 |
| Deora |
Member |
Since 21.02.2024 (Continuing) |
*N.A (Post |
| Ms. Niki Nitin Thakkar |
Chairperson |
Appointed w.e.f. 03.07.2025 |
financial year) |
*Note: Ms. Niki Nitin Thakkar was appointed as a Chairman after the end of the
financial year and hence did not attend any Audit Committeemeetings during the year under
review .
TERMS OF REFERENCE:
The terms of reference of the Audit Committee are as under:
Overseeing the Company's financial report process and the disclosure of its financial
information.
To recommendation for appointment, remuneration and terms of appointment of auditors of
the listed entity.
To approve the payment to statutory auditors for any other services rendered by the
statutory auditors.
To review, with the management, the financial Statements and Auditor's Report thereon
before submitting to the board for approval.
To review quarterly, half yearly and Annual Financial results before submission to the
Board.
To review, with Management, the statement of uses/application of funds raised through
issue, the statement of funds utilized for purposes other than those stated in the offer
document/prospectus/notice and the report submitted by the monitoring agency monitoring
the utilization of proceeds of a public or rights issue, and making appropriate
recommendations to the board to take up steps in this matter.
To review and monitor the auditor's independence and performance, and effectiveness of
audit process.
To approve any subsequent modification of transactions of the listed entity with
related parties.
Scrutiny of inter -corporate loans and investments.
Valuation of undertakings or assets of the listed entity, wherever it is necessary.
Evaluation of internal financial controls and risk management systems.
To review the adequacy of internal control systems with the management, external &
internal auditors.
To review, with the management, performance of statutory and internal auditors,
adequacy of the internal control systems.
To look into the reasons for substantial defaults in the payment to the depositors,
debenture holders, shareholders (in case of non-payment of declared dividends) (in case of
non-payment of declared dividends) and creditors.
To review the functioning of the whistle blower mechanism.
Recommendation for appointment, remuneration and terms of appointment of auditors of
the listed entity.
Approval of appointment of chief financial officer after assessing the qualifications,
experience and background, etc. of the candidate.
Discussion with external auditors about the nature and scope of audit including their
observation.
To investigate into any matter referred to by the Board.
II. Stakeholders Relationship Committee:
The Company has constituted a Stakeholders Relationship Committee in terms of the
requirements of the Companies Act, 2013.
During the year under review 2 (Two) meetings was held viz. 15.05.2024 and 05.09.2024.
The Composition and attendance of the Committee is as under:
|
|
|
|
No. of |
Name of Member |
Designation |
Period of Tenure |
Meetings |
|
|
|
|
|
attended |
|
|
|
to 02.06.2025 |
(Resigned w.e.f. 2 |
| Ms. Sonu Gupta |
Chairperson |
Up |
|
|
|
|
|
02.06.2025) |
|
|
|
|
Up to 03.07.2025 |
(Resigned w.e.f. 2 |
| Mrs. Ila Sunil Trivedi |
Member |
|
|
|
|
|
|
03.07.2025) |
|
| Mr. |
Sanjay Vimalchand |
|
|
2 |
|
|
Member |
Since 21.02.2024 (Continuing) |
|
| Deora |
|
|
|
|
|
|
|
|
*N.A |
|
|
|
|
(Post |
| Ms. Niki Nitin Thakkar |
Chairperson |
Appointed w.e.f. 03.07.2025 |
|
|
|
|
|
|
financial |
|
|
|
|
year) |
*Note: Ms. Niki Nitin Thakkar was appointed as a Chairman after the end of the
financial year and hence did not attend any Stakeholders Relationship Committee meetings
during the year under review.
TERMS OF REFERENCE:
The terms of reference of the Stakeholder Relationship Committee are as under:
Redressal of shareholders'/investor's complaints;
Reviewing on a periodic basis the Approval of Transfer or transmission of shares,
debentures or any other securities made by the Registrar and Share Transfer Agent;
Issue of duplicate certificates and new certificates on split/ consolidation/renewal;
Non-receipt of declared dividends, balance sheets of the Company; and
Carrying out any other function as prescribed under the Listing Compliances.
III. Nomination and Remuneration Committee:
The Company has constituted a Nomination and Remuneration Committee in terms of the
requirements of the Companies Act, 2013.
During the year under review 3 (Three) meetings was held viz. 14.08.2024, 05.09.2024,
and 01.01.2025. The Composition and attendance of the Committee is as under:
Name of Member |
Designation |
Period of Tenure |
No. of Meetings attended |
|
|
to 02.06.2025 (Resigned w.e.f. |
3 |
| Ms. Sonu Gupta |
Chairperson |
Up |
|
|
|
02.06.2025) |
|
|
|
Up to 03.07.2025 (Resigned w.e.f. |
3 |
| Mrs. Ila Sunil Trivedi |
Member |
|
|
|
|
03.07.2025) |
|
| Mr. Sanjay Vimalchand |
|
|
3 |
|
Member |
Since 21.02.2024 (Continuing) |
|
| Deora |
|
|
|
|
|
|
*N.A |
|
|
|
(Post |
| Ms. Niki Nitin Thakkar |
Chairperson |
Appointed w.e.f. 03.07.2025 |
|
|
|
|
financial |
|
|
|
year) |
*Note: Ms. Niki Nitin Thakkar was appointed as a Chairman after the end of the
financial year and hence did not attend any Nomination and Remuneration Committee meetings
during the year under review.
TERMS OF REFERENCE:
The terms of reference of the Nomination and Remuneration Committee are as under:
To recommend to the Board, the remuneration packages of the Company's Managing/Joint
Managing/Whole time /Executive Directors, including all elements of remuneration package
(i.e., salary, benefits, bonuses, perquisites, commission, incentives, stock options,
pension, retirement benefits, details of fixed components and performances linked
incentives along with the performance criteria, service contracts. notice period,
severance fees, etc.);
To be authorized at its duly constituted meeting to determine on behalf of the Board of
Directors and on behalf of the shareholders with agreed terms of reference, the Company's
policy on specific remuneration packages for Company's Managing/Joint Managing/Whole time
/Executive Directors, including pension rights and any compensation payment;
Such other matters as May from time to time are required by any statutory, contractual
or other regulatory requirements to be attended to by such committee.
IV. Risk Management Committee:
The provisions regarding the Risk Management Committee does not apply to the Company.
V. Corporate Social Responsibility Committee:
The provisions of section 135 of the Companies Act, 2013 does not apply to the Company.
AUDITORS AND AUDITORS' REPORT:
Statutory Auditors:
The Notes to the Financial Statements referred in the Auditors' Report are
self-explanatory.
There are no qualifications or reservations, or adverse remarks made by Statutory
Auditors of the Company and therefore do not call for any comments under Section 134 of
the Act. The Auditors' Report is attached with the Financial Statements in this Annual
Report.
M/s. Rajeshkumar P. Shah & Co., Chartered Accountants (Firm Registration No.
129110W), were appointed as Statutory Auditors of the Company for a term of five
consecutive years at the 38th Annual General Meeting held in the year 2024. They will
continue to hold office until the conclusion of the 43rd Annual General Meeting, in
accordance with the provisions of Section 139 of the Companies Act, 2013. The Statutory
Auditors have audited the financial statements of the Company for the financial year ended
March 31, 2025. As required under Regulation 33(d) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Auditors have confirmed that they continue
to hold a valid certificate issued by the Peer Review Board of the Institute of
Chartered Accountants of India (ICAI).
Secretarial Auditors:
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with Rule 9
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company had appointed M/s. Utkarsh Shah & Co., Company Secretaries in Practice
(FCS: 12526, COP: 26241) to conduct the Secretarial Audit for the financial year
ended 31st March, 2025.
The Secretarial Audit Report in Form No. MR-3 for the financial year
ended 31st March, 2025, is annexed to this Report as Annexure – A.
The Secretarial Auditor has made certain observations in the report, and the Board of
Directors has taken necessary steps and complied with the same. Further, based on the
recommendation of the Audit Committee, the Board of Directors at its meeting held on 23.05.2025,
approved the appointment of M/s. Utkarsh Shah & Co. as the
Secretarial Auditors of the Company for a term of five consecutive years, starting
from the financial year 2025–26, subject to the approval of the members at the
39th Annual General Meeting. Internal Auditor:
The Internal Auditor has carried out the internal audit for the reporting period.
Frauds Reported by Auditors
During the year under review, no instance of fraud in the Company was reported by the
Auditors.
DIVIDEND DISTRIBUTION POLICY
The provisions related to dividend distribution policy uploaded on the website of the
Company.
INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Company has in its place adequate Internal Financial Controls with reference to
Financial Statements. During the year, such controls were tested and no reportable
material weakness in the design or operation of Internal Finance Control System was
observed. For all amendments to Accounting Standards and the new standards notified, the
Company carries out a detailed analysis and presents the impact on accounting policies,
financial results including revised disclosures to the Audit Committee. The approach and
changes in policies are also validated by the Statutory Auditors. Further, the Audit
Committee periodically reviewed the Internal Audit Reports submitted by the Internal
Auditors. Internal Audit observations and corrective action taken by the Management were
presented to the Audit Committee. The status of implementation of the recommendations were
reviewed by the Audit Committee on a regular basis and concerns if any were reported to
the Board. As per the relevant provisions of the Companies Act, 2013, the Statutory
Auditors have expressed their views on the adequacy of Internal Financial Control in their
Audit Report.
RELATED PARTY TRANSACTIONS (RPT):
All transactions to be entered by the Company with related parties will be in the
ordinary course of business and on an arm's length basis. However, the Company has not
entered into any related party transaction, as provided in Section 188 of the Companies
Act, 2013, with the related party. Hence, Disclosure as required under Section 188 of the
Companies Act, 2013 is not applicable to the Company. The Policy on Materiality of Related
Party Transactions and dealing with Related Party Transactions as approved by the Board is
put up on the Company's website and can be accessed at www.containerway.co.in PARTICULARS
OF LOANS, GUARANTEES, ADVANCES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT,
2013
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
LOAN RECEIVED FROM DIRECTORS
During the period under review, the Company has not accepted any unsecured loan from
the Directors pursuant to Rule 2(1) (c) (viii) of Companies (Acceptance of Deposits)
Rules, 2014.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Vigil Mechanism/Whistle Blower Policy has been adopted to provide appropriate
Avenues to the employees to bring to the attention of the management, the concerns about
any unethical behaviour, by using the mechanism provided in the Policy. In cases related
to financial irregularities, including fraud or suspected fraud, the employees may
directly approach the Chairman of the Audit Committee of the Company. We confirm that no
director or employee has been denied access to the Audit Committee during FY 2024-25. The
Policy provides that no adverse action shall be taken or recommended against any employee
in retaliation to his/her disclosure, if any, in good faith of any unethical and improper
practices or alleged wrongful conduct. This Policy protects such employees from unfair or
prejudicial treatment by anyone in the Company. The same is available on the Company's Web
Site https://www.containerway.co.in/ With a view to regulate trading in securities
by the Directors and Designated Employees, the Company has adopted a Code of Conduct for
Prohibition of Insider Trading (Code) and Vigil Mechanism/Whistle Blower Policy. The Code
also covers the policy and procedures for inquiry in case of leak of Unpublished Price
Sensitive Information (UPSI) or suspected leak of UPSI. The Code/Policy is available on
the website of the Company https://www.containerway.co.in/ PREVENTION OF SEXUAL
HARASSMENT AT WORKPLACE:
The Company has always been committed to provide a safe and conducive work environment
to its employees. Your directors further state that during the year under review there
were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 as confirmed by the Internal Complaints Committee as
constituted by the Company.
PARTICULARS OF EMPLOYEES:
The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration
of Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the
Employees of the Company has received remuneration above the limits specified in the Rule
5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel)
Rules, 2014 during the financial year 2024-25. The details regarding the same is enclosed
as ‘Annexure – B'. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information pertaining to Conservation of Energy, Technology Absorption, Foreign
Exchange Earnings and Outgo as required under Section 134(3)(m) of the Companies Act, 2013
read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed to this report as
‘Annexure - C'.
CORPORATE GOVERNANCE:
Since the paid-up Capital of Company is less than Rs. 10 Crores and Turnover is less
than Rs.
25 Crores therefore by virtue of Regulation 15 of SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015 the compliance with the corporate governance
provisions as specified in regulations 17 to 27 and clauses (b) to (i) of sub regulation
(2) of regulation 46 and Para C, D and E of Schedule V are not applicable to the Company.
Hence Corporate Governance does not form part of this Board's Report.
MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis Report as required under Regulation 34 and Schedule
V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an
integral part of this Report, and provides the Company's current working and future
outlook as per Annexure - D
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:
As per Regulation 34 of the Listing Regulations, the Business Responsibility and
Sustainability Report does not applicable to the Company.
INSURANCE:
The Company's Plant, Property, Equipment and Stocks are adequately insured under the
Industrial All Risk (IAR) Policy. The Company covers the properties on full sum insured
basis on replacement value. The scope of coverage, insurance premiums, policy limits and
deductibles are in line with the size of the Company and its nature of business.
ENVIRONMENT:
As a responsible corporate citizen and as company is involved in textile business and
environment safety has been one of the key concerns of the Company. It is the constant
endeavor of the Company to strive for compliant of stipulated pollution control norms.
INDUSTRIAL RELATIONS:
The relationship with the workmen and staff remained cordial and harmonious during the
year and management received full cooperation from employees.
OTHER DISCLOSURES AND INFORMATION:
(A) Secretarial Standards:
During the year under review, the Company is in Compliance with the Secretarial
Standards issued by the Institute of Company Secretaries of India (ICSI) on Meetings of
the Board of Directors (SS-1) and General Meetings (SS-2). The Company has complied with
the applicable Secretarial Standards issued by the Institute of Company Secretaries of
India and approved by the Central Government under Section 118(10) of the Act.
(B) No One Time Settlement:
There was no instance of one-time settlement with any Bank or Financial Institution.
(C) General Shareholders' Information
| Annual General Meeting: |
Thursday, 25th September, 2025 at 04:00 P.M.. through
Video |
|
Conferencing /Other Audio Visual Means (VC). |
| Financial Year: |
April 01, 2024 to March 31, 2025 |
| Record Date for Dividend: |
- |
| Dividend Payment Date: |
- |
| Listing Details: |
Equity Shares are listed on the following Stock Exchanges: |
|
BSE Limited: |
|
Calcutta Stock Exchange (CSE): |
|
The Annual Listing Fees for the year 2023-24 has been paid to |
|
the BSE Limited. |
| Stock Code: |
BSE Ltd. – 540597, CSE: Scrip Code: 13081 |
| ISIN Number: |
INE319U01022 |
| CIN |
L60210WB1985PLC038478 |
| Registrar and Share Transfer |
Beetal Financial & Computer Services Pvt. Ltd, Beetal House, |
| Agent: |
3rd Floor 99, Madangir, Behind Local Shopping Centre, Near |
|
Dada Harsukhdas Mandir,New Delhi,Delhi,110062. |
| Address for |
All enquiries, clarification and correspondence should be |
| Correspondence: |
addressed to the Company Secretary and Compliance Officer: |
|
Abhishek Khursija, Company Secretary. |
(D) Registrar & Transfer Agent
The work related to Share Transfer Registry in terms of both physical and electronic
mode is being dealt with by M/s Beetal Financial & Computer Services Private Limited
and their address is- Beetal House, 3rdFloor,99 Madangir, Behind Local Shopping Centre,
Near Dada Harsukhdas Mandir, New Delhi- 110062
(E) Share Transfer System:
The share transfer activities under physical mode are carried out by the RTA. Shares in
physical mode which are lodged for transfer are processed and returned within the
stipulated time. Physical shares received for dematerialization are processed and
completed within a period of 21 days from the date of receipt. Bad deliveries are promptly
returned to Depository Participants (DP's) under advice to the shareholders.
ACKNOWLEDGMENT:
Your Directors thank the various Central and State Government Departments,
Organizations and Agencies for the continued help and co-operation extended by them. The
Directors also gratefully acknowledge all stakeholders of the Company viz. Customers,
Members, Dealers, Vendors, Banks and other business partners for the excellent support
received from them during the year. The Directors place on record unstinted commitment and
continued contribution of the Employee to the Company. By Order of the Board ForIndus
Aluminium Recyclers Limited (Formerly Containerway International Limited)
Sanket Sanjay Deora
Chairman and Managing Director DIN: 01417446
Date: 05.09.2025 Place: Kolkata
|