Churiwala Securities Pvt. Ltd. - leading and respected retail broking in India with over 3 decades of experience in creating wealth for investors with expertise in personalised investment planning in Equities / Portfolio Advisory for HNI & Retail clients.



	Change Company

TO, THE MEMBERS,

Your Directors are pleased to present the 31^stAnnual Report of the Company along with the Audited Financial Statements for the financial year ended on 31^STMARCH, 2024.

OVERVIEW OF THE ECONOMY:

Global Fire Protection Systems Market Outlook. The global fire protection system market size was valued at US$ 83.76 billion in 2022 and is expected to hit US$ 190.26 billion by 2032 poised to grow at a noteworthy compound annual growth rate (CAGR) of 8.6% from 2023 to 2032.

Fire protection systems are deployed in the buildings to control, detect and aware the occupants of the building regarding the happening of an incident and this will help in reducing the risk of any casualty and save the property. This lucrative functionality of the fire protection systems is expected to drive the growth of the fire protection system market. It consists of fire detectors, fire extinguishers, fire hydrant systems, fire hose reels and automatic sprinkler systems.

FINANCIAL SUMMARY:-

The financial highlights are depicted below:

(Amount in Rs.)

Particulars	31/03/2024	31/03/2023
Revenue from operations	16,55,47,437	37,72,93,127
Other Income	33,52,933	1,91,84,438
Total Revenue	16,89,00,370	39,64,77,565
Expenditure	15,25,21,791	37,01,53,148
Profit / (Loss) before Finance Cost, Depreciation & Amortization and Tax Expenses	1,63,78,579	2,63,24,417
Finance Cost	1,33,92,125	1,49,52,255
Depreciation & Amortization	13,92,947	15,09,691
Profit Before Tax	15,93,507	98,62,471
Less: Taxation
Current Tax	3,53,197	27,74,207
Deferred Tax	(15,233)	(28,290)
Total Tax (i+ii)	3,37,964	27,45,917
Profit after Tax	12,55,543	71,16,554
Earning Per Equity Share:
Basic	0.19	1.08
Diluted	0.19	1.08

Note: The above figures are extracted from the financial statements. FINANCIAL HIGHLIGHTS AND OPERATIONAL PERFORMANCE:-

The Key highlights pertaining to the business of the Company for the year 2023-24 and period subsequent there to have been given hereunder:

The Total revenue from operations of the Company during the Financial year 2023-24 was lower at Rs.16,89,00,370/- against the total revenue of Rs.39,64,77,565/- in the previous financial year 2022-23.The Total expenses of the Company during the financial year 2023-24 was Rs.15,25,21,791/- against the expenses of Rs. 37,01,53,148/- in the previous financial year 2022-23.

Finance Cost during the financial year 2023-24 stood at Rs. 1,33,92,125/- as against Rs.1,49,52,255/- in the previous financial year 2022-23. The Depreciation cost for the financial year 2023-24 was Rs. 13,92,947/- as against Rs.15,09,691/- for the previous financial year 2022-23.

The Profit after tax is Rs.12,55,543/- for the financial year 2023-24 as compare to Rs.71,16,554/- in the previous financial year 2022-23.

SHARE CAPITAL:-

The Authorized Share Capital of the Company as on 31^st March, 2024 was Rs. 10,00,00,000/- (Rupees Ten Crore) divided into 1,00,00,000 (One Crore) Equity Shares of Rs.10/- each.

The Paid up Share capital of the Company as on 31^st March, 2024 was Rs. 10,00,00,000/- (Rupees Ten Crore) divided into 1,00,00,000 (One Crore) Equity Shares of Rs.10/- each. (This paid up capital is after consideration of issue of shares during the year under review)

Company issued and allotted 34,00,020 (Thirty Four Lacs Twenty Only) Equity Shares during the year under review. 34,00,020 (Thirty Four Lacs Twenty Only) Equity Shares were allotted to 4 allottees in the Board Meeting held on 23^rd March, 2024 at an issue price of Rs. 20/- per share including a premium of Rs. 10/- per share on preferential basis.

DIVIDEND:-

With a view to provide a cushion for any financial contingencies in the future and to strengthen the financial position of the Company, your Directors have decided not to recommend any dividend for the period under review.

RESERVES:-

During the current financial year (2023-24) our Company’s net profit was Rs.12,55,543 /- as against the profit of Rs. 71,16,553/- in P.Y. 2022-23, Your Directors have transferred whole amount of Profit Rs. 12,55,543/-to Reserve to strengthen the financial position of the Company in nearest future.

SUBSIDIARY AND JOINT VENTURE COMPANY:

The Company did not have any subsidiary or joint venture company during the year under review.

CHANGE IN NATURE OF BUSINESS:

No changes have been made in the nature of business carried out by the Company during the financial year 2023-24.

MAINTAINANCE OF COST RECORDS:

The Company is not required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013.

APPOINTMENT AND RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:- In accordance with the provisions of Section 152(6) of the Companies Act and Articles of Association, Mr. Rakeshbhai Swadia (DIN: 00356657) Director of the Company, shall retire by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting of the Company. Further during the year under review no changes occurred in the composition of Board and Key Managerial Personnel of the Company.

MEETINGS OF THE BOARD OF DIRECTORS:-

The Management is completely focused for the growth and expansion of the Company, it is busy developing new horizons for increasing overall performance. It is further working towards reducing costs by making optimum utilization of resources.

The Board met 5 times during the year on 30^th May, 2023, 26^thAugust, 2023, 13^thNovember, 2023, 5^th December, 2023and 10^thFebruary, 2024in respect of which proper notices were given and the proceedings were properly recorded, signed and maintained in the Minutes book kept by the Company for the purpose. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Name of Directors	Category	Number of Meetings Attended / Total Meetings held during the year 2023-24	Attendance at the last AGM held on 13th December, 2023
Mr. Rakesh V. Swadia	Chairman and Managing Director	5/5	Yes
Mr. Devarshi R. Swadia	Whole Time Director	5/5	Yes
Mrs. Nitaben R. Swadia	Non-Executive Director	5/5	Yes
Mr.Bhavinkumar O. Kachhwah	Independent Director	5/5	Yes
Mr. KunalSudhirbhai Shah	Independent Director	5/5	Yes

MEETING OF MEMBERS:

During the year under review, the Company called and convened the Annual General Meeting on 13^th December, 2023.

COMMITTEES MEETING:

As on 31^st March, 2024 the Board had three committees i.e. Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. All the Committees are properly constituted with proper composition of Independent Directors as mentioned in relevant provisions of Companies Act, 2013.

A. AUDIT COMMITTEE AND ITS MEETINGS:

Audit Committee met 3 times during the year under review on 30^th May, 2023,13^th November, 2023 and 5^th December, 2023. Constitution of Audit Committee was as per the following:

Sr. No.	Name of the Director	Status in Committee	Nature of Directorship	Total Meetings Attended/ Total Meetings Held
1.	KunalSudhirbhai Shah (DIN: 08177662)	Chairman	Independent & Non-Executive Director	3/3
2.	RakeshVallabhbhaiS wadia (DIN: 00356657)	Member	Non-Executive Director	3/3
3.	Bhavinkumar O. Kachhwah (DIN: 08837036)	Member	Independent & Non-Executive Director	3/3

B. NOMINATION & REMUNERATION COMMITTEE AND ITS MEETINGS:

Nomination & Remuneration Committee met once during the year under review on 30^th May, 2023Constitution of Nomination & Remuneration Committee was as per the following:

Sr. No.	Name of the Director	Status in	Nature of Directorship	Total Meetings
		Committee		Attended/ Total Meetings Held
1.	Mr. Kunal Sudhirbhai Shah	Chairperson	Independent & Non-Executive Director	1/1
2.	Bhavinkumar O. Kachhwah	Member	Non-Executive Director	1/1
3.	Mrs. Nitaben Rakeshbhai Swadia	Member	Independent & Non-Executive Director	1/1

C. STAKEHOLDERS RELATIONSHIP COMMITTEE AND ITS MEETINGS:

Stakeholders Relationship Committee met 4 times during the year under review on 30^th May, 2023, 26^th August, 2023, 13^th November, 2023 and 10^th February, 2024.

Constitution of Stakeholders Relationship Committee was as per the following:

Sr. No.

Name of the Director

Status in Committee

Nature of Directorship

Total Attended/

Meetings Total

				Meetings Held
1.	Mr. Kunal Sudhirbhai Shah	Chairman	Independent & Non-Executive Director	4/4
2.	Mr. Rakeshbhai Vallabhbhai Swadia	Member	Non-Executive Director	4/4
3.	Bhavinkumar O. Kachhwah	Member	Independent & Non-Executive Director	4/4

OTHER INFORMATION RELATED TO BOARD COMMITTEES:

Name of the Committee	Composition of the Committee	Highlights of duties, responsibilities and activities
Audit Committee	Kunal Sudhirbhai Shah (DIN: 08177662)	All recommendations made by the
(This disclosure is as per Section 177(8) of the Companies Act, 2013)	Rakeshbhai VallabhbhaiSwadia (DIN: 00356657)	Audit Committee were accepted by the Board.
	Bhavinkumar O. Kachhwah (DIN: 08837036)s	In accordance with the requirements of the Companies Act, 2013, the Company has formulated the policies including the Vigil Mechanism Policy.
Nomination and Remuneration Committee	Kunal Sudhirbhai Shah (DIN: 08177662)	The Committee overseas and administers executive compensation, operating under a written charter adopted by our Board of Directors.
	Nitaben Rakeshbhai Swadia (DIN: 00356722)
	Bhavinkumar O. Kachhwah (DIN: 08837036)

Stakeholders	Kunal Sudhirbhai Shah (DIN: 08177662)	The Committee reviews and ensures to redress investor grievances.
Relationship Committee	Rakeshbhai Vallabhbhai Swadia (DIN: 00356657)	The Committee noted that all the grievances of the shareholders during the year have been resolved.
	Bhavinkumar O. Kachhwah (DIN: 08837036)

INDEPENDENT DIRECTORS’ MEETING:

As per Schedule IV of the Companies Act, 2013, a separate meeting of Independent Director was held on 10^thFebruary, 2024 at registered office of the company situated at Ahmedabad to discuss the agenda items as required under the Companies Act, 2013.

DECLARATION BY INDEPENDENT DIRECTORS:

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of Independence as prescribed under 149(6) of the Companies Act, 2013 read with Rules issued there under as well as Regulation 16(1) (b) of the Listing Regulations (including any Statutory modification(s) or re-enactment(s) for the time being in force.)

NOMINATION AND REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a Policy for selection, appointment and remuneration of Directors and Key Managerial Personnel, including criteria for determining qualifications, positive attributes and independence of Directors.

The Nomination and Remuneration Policy has been uploaded on the website of the Company atwww.ranjeet.co.in.

STATE OF COMPANY AFFAIRS:

The state of your Company’s affairs is given under the heading ‘Financial Highlights and Operational Performance’ and various other headings in this Report and the Management Discussion and Analysis, which forms part of the Annual Report.

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 2023-24.

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is given in the Statement annexed herewith as Annexure I.

DIRECTORS’ RESPONSIBILITY STATEMENT:-

Pursuant to the requirements of Section 134(3)(c) and (5) of the Companies Act, 2013, it is hereby confirmed: That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and the profit or loss of the Company for the period ended 31.03.2024.

That 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; That the Directors had prepared the annual accounts on a going concern basis.

That the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

That 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.

BOARD EVALUATION:

The Companies Act, 2013 states that the formal annual evaluation needs to be made by Board of its own performance and that of its Committees and individual Directors, Schedule IV of the Companies Act, 2013 states that performance evaluation of the Independent Directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The evaluation of all the Directors and the entire Board was conducted based on the criteria and framework adopted by the Board. The Board approved the evaluation results as allotted by the Nomination and remuneration committee. The Companies Act, 2013 states that the formal annual evaluation needs to be made by board of its own performance.

AUDITORS’ AND AUDITORS’ REPORT:-

STATUTORY AUDITOR

M/s Philip Fernandes & Co., Chartered Accountants, (Firm Registration No: 128122W) were appointed as Statutory Auditors of the Company for a term of five consecutive years, to hold office from the conclusion of 26th AGM till the conclusion of the 31^stAGM, therefore their tenure of appointment will expire after the conclusion of ensuing 31st Annual General Meeting of the Company.

Hence, the matter of appointment of M/S. ABHISHEK KUMAR AND ASSOCIATES, CHARTERED ACCOUNTANTS, AHMEDABAD (FIRM REGISTRATION NO: 130052W) as the Statutory Auditors of the Company pursuant to Section 139 and 141 of the Companies Act, 2013 and relevant Rules prescribed there under, has been included in the Notice calling the 31^st Annual General Meeting of the Company.

Appointment of M/S. ABHISHEK KUMAR AND ASSOCIATES, CHARTERED ACCOUNTANTS, AHMEDABAD (FIRM REGISTRATION NO: 130052W) as the Statutory Auditors of the Company is proposed for a consecutive term of 5 years i.e. from the conclusion of 31st Annual General Meeting to the conclusion of 36th Annual General Meeting of the Company. Further the Company has received letter of consent of appointment from the proposed Statutory Auditors.

The Auditors’ Report is self-explanatory and do not call for any further comments. There is no qualification, reservation, adverse remark or disclaimer by the Statutory Auditors in their report.

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 Board of Directors appointed Ms. RiddhiKhaneja and Associates, Company Secretaries, Ahmedabad, to undertake the Secretarial Audit of the Company’s Secretarial and related records for the year ended on 31^st March, 2024. Secretarial Audit Report for FY 2023-24 is enclosed as Annexure II to this report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

INTERNAL CONTROL SYSTEMS:-

The Company’s internal control systems are adequate and commensurate with the nature and size of the Company and it ensures: Timely and accurate financial reporting in accordance with applicable accounting standards. Optimum utilization, efficient monitoring, timely maintenance and safety of its assets.

Compliance with applicable laws, regulations and management policies.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extracts of Annual return in form MGT-9, as required under Section 92 of the Companies Act, 2013 is included in this Report as Annexure IV and forms integral part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORTS:

In terms of the Regulation 34(e) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis is set out in this Annual Report as Annexure III.

DEPOSITS:-

The Company has neither accepted/invited any deposits u/s 73 to 76 of the Companies Act, 2013 during the period.

PARTICULARS OF LOANS, GUARANTEES, ADVANCES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:- The Company has not given any loans or guarantees during the year under review within the purview of Section 186 of the Companies Act, 2013. The details of the investments made by Company are given in the notes to investments in the financial statements.

PARTICULARS OF MATERIAL CONTRACTS OR ARRANGEMENTS MADE WITH THE RELATED PARTIES:- The Company has not entered into any material contract or arrangements with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT:- No Material changes occurred affecting the financial position of the company occurred between the ends of the financial year to which this Financial Statement relate and the date of the Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:- During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals that would impact the going concern status and Company’s operation in future.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:-

The Company has zero tolerance towards sexual harassment at the workplace and further itensures that there is a healthy and safe atmosphere for every women employee at the workplace and made the necessary policies for safe and secure environment for women employee.

RISK MANAGEMENT:

The Company’s approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The risk management framework is reviewed periodically by the Board and the Audit Committee.

Some of the risks that the Company is exposed to are: Financial Risks, Commodity Price Risk, Regulatory Risk, Human resource Risk, Strategic Risk, etc.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS:-

The Company has pride in the commitment, competence and dedication shown by its employees in all areas of business. The Company has a structured induction process at allocations and management development programs to upgrade skills of managers.

The Company is committed to nurturing, enhancing and retaining top talent through superior learning & Organizational Development. This is a part of Corporate HR function and is a critical pillar to support the organization’s growth and its sustainability in the long run.

HEALTH, SAFETY AND ENVIRONMENT:-

The Company is taking continuous steps and also developing environment friendly processes for effective resource management with specific focus to energy, water and basic raw materials. Monitoring and specific review of system regarding health, safety and environment is done on a continuous basis with emphasis and focus given to safety at workplace.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: i. Conservation of Energy: a) Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved. b) No specific investment has been made in reduction in energy consumption. c) As the impact of measures taken for conservation and optimum utilization of energy are not quantitative, its impact on cost cannot be stated accurately. d) Since the Company does not fall under the list of industries, which should furnish this information in Form-A as annexed to the aforesaid Rules, the question of furnishing the same does not arise.

ii. Technology Absorption:

Company's products are manufactured by using in-house know how and no outside technology is being used for manufacturing activities. Therefore no technology absorption is required.

iii. Foreign Exchange Earning and Outgo:

During the period under review the foreign exchange earnings and outflow was as follows:

Year 2023-24	Amount in Rs
Foreign Earnings	Nil
Foreign Outflow	Nil

CORPORATE GOVERNANCE:

Details regarding Corporate Governance Report of the Company , this is to inform you that Regulation 27(2) as per Clause 15 of the Chapter IV of SEBI (LODR) Regulation, 2015 is not applicable as the Company is listed on the BSE- SME platform since 26^th September, 2018. Whenever this regulation becomes applicable to the Company at a later date, we will comply with the requirements of those regulations within six months from the date on which the provisions become applicable to our Company.

CORPORATE SOCIAL RESPONSIBILITY:-

Section 135 of the Companies Act, 2013 and framed Rules there under provides that certain Companies are required to spend 2% of its average net profit during 3 preceding years on CSR activities. It also provides formation of CSR committee of the Board. The Rules prescribe the activities qualify under CSR and the manner of spending the amount. The company is not covered under section 135 of the Companies Act, 2013 and the Rules framed there under for the financial year under report. CSR Committee of the Board will be constituted at the time of applicability, of section 135 of the Act. Hence CSR report is not required to be annexed.

INSIDER TRADING REGULATIONS:

The Company has notified and adopted the Code of Prevention of Insider Trading and Fair Disclosure of Unpublished Price Sensitive Information made pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015. The said Codes are published on the website of the Company. The Company has suitably amended the aforesaid Codes to align them with the amendments introduced by SEBI, w.e.f. 1st April, 2019.

VIGIL MECHANISM:

The Company promotes ethical behavior in all its business activities and has put in place a mechanism for reporting illegal or unethical behavior. The Company has a Vigil mechanism and Whistle Blower Policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. Employees may also report to the Chairman of the Audit Committee. During the year under review, no employee was denied access to the Audit Committee. Whistle blower policy of the Company has been uploaded on the website of the Company.

DETAILS OF APPLICATION MADE OR PROCEEDINGS PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016: During the year under review, there were no applications made or proceedings pending in the name of the Company under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of loan taken from Banks and Financial Institutions.

APPRECIATION:-

Your Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year.

Your Directors sincerely convey their appreciation to customers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their continued support.

BY ORDER OF THE BOARD OF DIRECTORS
	RANJEET MECHATRONICS LIMITED
	SD/-
DATE: 06/09/2024	RAKESH V. SWADIADIN: 00356657
PLACE: AHMEDABAD	CHAIRMAN AND MANAGING DIRECTOR