To,
The Members,
Your Director's have great pleasure in presenting to you the 4th Annual Report on the
affairs of the Company together with the Audited Accounts for the Financial year ended
31st March, 2024.
We would like to start by thanking all of our investors and stakeholders for their
continued support and faith in us; you are the reason for our successful IPO. In the years
ahead, we aspire to build on our legacy and reach major milestones together.
The Board of Directors hereby submits the report of the business and operations of
Cellecor Gadgets Limited (Formerly Known as "Unite! Info Limited" and
"Unite! Info Private Limited") ("the Company"), along with the audited
financial statements, for the financial year ended March 31,2024 along with the reports of
the Auditors thereon.
The Financial results of the Company for Financial year have been summarized herein
below for the reference of the members:
| Particulars |
F.Y. 2023-24 |
F.Y. 2022-23 |
| Revenue from Operations |
50,045.44 |
26,435.20 |
| Other Income |
7.05 |
1.36 |
| Total Income |
50,052.49 |
26,436.56 |
| Less: Total Expenses before Depreciation, Finance Cost and Tax |
47,087.54 |
25,179.86 |
| Profit before Depreciation, Finance Cost and Tax |
2,964.95 |
1,256.70 |
| Less: Depreciation |
53.98 |
45.62 |
| Less: Finance Cost |
739.78 |
151.27 |
| Profit Before Extraordinary & Exceptional Items and Tax |
2,171.19 |
1,059.81 |
| Less: Extraordinary & Exceptional Items |
- |
- |
| Profit before tax |
2,171.19 |
1,059.81 |
| Less: Current Tax |
568.26 |
261.28 |
| Less: Earlier Years Tax |
- |
- |
| Less: Deferred tax Liability (Asset) |
-6.53 |
-8.65 |
| Profit after Tax |
1,609.46 |
807.18 |
The Total Revenue for the year ended, March 31, 2024 was INR 50,052.49 lakhs as
compared to INR 26,436.56 lakhs during the previous year ended March 31, 2023. The Profit
after tax for the year ended March 31,2024 was INR 1,609.46 lakhs as compared to INR
807.18 lakhs.
Your Directors are committed to achieve higher revenues and profits for its
stakeholders in the coming year and hence are in the continuous process of developing new
products and tailor made services for its customers.
The above figures are extracted from the Financial Statements prepared in accordance
with generally accepted accounting Principles in India. The applicable mandatory
Accounting Standards as amended specified under section 133 of the Companies Act, 2013
read with Rule 7 of the Companies (Accounts) Rules, 2014 of India have been followed in
preparation of these financial statements and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI Listing Regulations"), as amended.
DIVIDEND
The Company is in the growth phase and expanding organically as well as inorganically.
In order to save the profit earned during the year for future expansion of the Company,
your directors do not recommend any dividend for the financial year ended March 31,2024.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
There was no amount outstanding to be an Unclaimed Dividend to Investor Education and
Protection Fund during the FY 2023-2024.
TRANSFER TO GENERAL RESERVE
Your Directors do not propose to transfer any amount to the General Reserves.
BRIEF DESCRIPTION OF THE STATE OF THE COMPANY'S AFFAIRS
Our Company wasfounded in 2012, by Ravi Agarwal Managing Director of the Company,
Cellecor Gadgets Limited(Formerly Known as "Unitel Info Limited" and
"Unitel Info Private Limited") has established itself as a leader in consumer
electronics and telecommunications. Our product lineup includes Smart TVs, Smartwatches,
feature phones, TWS, wearables, and smart home solutions, all designed to integrate
advanced technology with user-centric features. Since our inception, we've prioritized
innovation and quality, consistently meeting the digital needs of a global customer base.
Looking forward, Cellecor Gadgets Limited(Formerly Known as "Unitel Info
Limited" and "Unitel Info Private Limited") is focused on strategic growth.
We're diversifying into new markets, particularly in emerging economies, to broaden our
reach and meet increasing demand. Innovation remains central; we're investing in research
and development to introduce groundbreaking products that redefine technological
standards. Additionally, digital transformation is a key priority as we enhance our online
presence and engage customers through digital channels.
Strategic partnerships with global distributors are enhancing our market penetration
and brand visibility, further strengthening our position in the competitive electronics
industry. We have also established a subsidiary in Hong Kong a part of our mission of
expansion. With these initiatives, Cellecor Gadgets Limited (Formerly Known as
"Unitel Info Limited" and "Unitel Info Private Limited") is poised for
continued success, driving innovation and delivering value to our stakeholders worldwide.
During the year under review, the Company achieved a turnover of INR. 50,052.49 lakhs
as compared to INR. 26,436.56 lakhs during the previous year ended March 31,2023. The
Profit after tax for the year ended March 31,2024 was INR. 1,609.46 lakhs as compared to
INR. 807.18 lakhs. Your company has managed to book good amounts of profits during the
period under review as compare to the previous year.
CHANGE IN NAME AND STATUS OF THE COMPANY
Our Company was originally incorporated as a private limited company on December
31,2020 under the Companies Act, 2013 in the name and style of "Unitel India Private
Limited" bearing Corporate Identification Number U32300DL2020PTC375196 issued by the
Registrar of Companies, Delhi.
Further, the company's name was changed to "Unitel Info Private Limited" vide
Fresh Certificate of Incorporation dated April 13, 2022 issued by Registrar of Companies,
Delhi.
Subsequently, our Company was converted into public limited company pursuant to a
shareholders' resolution passed at an Extra-Ordinary General Meeting held on May 12, 2023,
and name of our Company was changed to "Unitel Info Limited"bearing Corporate
Identification Number U32300DL2020PLC375196 and a fresh Certificate of Incorporation dated
May 15, 2023 was issued by Registrar of Companies, Delhi.
Furthermore, the company's name was changed to "Cellecor Gadgets Limited"
vide Fresh Certificate of Incorporation dated May 25, 2023 issued by Registrar of
Companies, Delhi.
The Corporate Identification Number again changed to L32300DL2020PLC375196, at time of
equity shares of the Company listed with Emerge platform of National Stock Exchange of
India Limited on September 28, 2024.
INITIAL PUBLIC ISSUE (IPO)
The Company has successfully completed the Initial Public Offer (IPO). In the IPO,
55,18,800 Equity Shares of Rs.10/- each was offered by the Company for subscription at an
issue price of Rs 92/- per shares aggregating to Rs 5,077.30 Lakhs which was
oversubscribed by 116.33 times. The issue was opened for subscription on September 15,
2023 and closed on September 20, 2023. The Board has allotted 55,18,800 Equity Shares of
Rs 92/- each to the successful applicant on September 25, 2023. The equity shares of the
Cellecor Gadgets Limited (Formerly "Unitel Info Limited" and "Unitel Info
Private Limited") listed on September 28, 2023 on the NSE EMERGE. The Issue was made
in accordance with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018,
as amended.
The success of IPO reflects the trust and confidence of stakeholders in the Board and
Management of the Company
STATEMENT OF DEVIATION(S) OR VARIATION(S)
In terms of Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 read with SEBI Circular No. CFD/CMD1/162/2019 dated December 24, 2019
there was no deviation or variation in connection with the terms of the objects of the
issue mentioned in the Prospectus dated September 04, 2024, in respect of the Initial
Public Offering of the Company.
During the Year under Review, the Company has fully utilized the Proceeds Raised
through IPO in the Following manner and there is no deviation or variation in the use of
proceeds, from the objects as stated in the Prospectus.
| Total IPO Proceeds: |
|
| Working Capital Requirements |
4,000 |
| General Corporate Purposes |
502.05 |
| Issue Expenses |
575.25 |
| Total net proceeds of IPO |
5077.30 |
| Statement of Utilization: (till 31.03.2024) |
|
| 1. Working Capital Requirements |
4,000 |
| 2. General Corporate purpose |
502.05 |
| 4. Issue Related Expenses |
575.25 |
| Total |
5077.30 |
| Pending For Utilization |
- |
DEMATERIALISATION OF SHARES
During the year under review, the Company has entered into tripartite agreement for
dematerialization of equity shares with the Skyline Financial Service Private Limited,
National Securities Depository Limited and Central Depository Services (India) Limited. As
on March 31, 2024, the share of the Company held in demat form represents 100% of the
total issued and paid- up capital of the Company.
The Company ISIN No. is INE0OMO01025. M/s. Skyline Financial Service Private Limited
act as the Registrar and Share Transfer Agent of the Company.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH
THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
No Material Changes and commitments affecting the financial position of the Company,
have occurred betweenthe end of the financial year of the company to which the financial
statements relate and the date of this Directors' Report.
ALTERATION OF MEMORANDUM AND ARTICLES OF ASSOCIATION
A. The Authorized Share Capital of the Company has been increased, and consequently,
the capital clauses ofthe Memorandum of Association were amended by the shareholders;
| Date of Extra-ordinary General |
Increased in Authorized Capital |
| Meeting |
From |
To |
| 1 April 03, 2023 |
1,00,00,000 |
11,50,00,000 |
| 2 May 24, 2023 |
11,50,00,000 |
22,50,00,000 |
B. The Name of the Company has changed, and consequently, the Memorandum and Articles
of Association were amended by the shareholders;
| Date of Extra-ordinary |
Name Change |
| General Meeting |
From |
To |
| 1 May 12, 2023 |
Unitel Info Private Limited |
Unitel Info Limited |
| 2 May 24, 2023 |
Unitel Info Limited |
Cellecor Gadgets Limited |
SUBSIDARIES
During the period under review, the Company does not have any Subsidiary Company.
Cellecor Gadgets HK Limited was incorporated as a wholly owned subsidiary on May 10,
2024 in Hongkong, with an issued and subscribed share capital of HKD 50,000, the intent
being is to sourcing, trading, processing, assembling, exporting and otherwise dealing in
mobile and mobile accessories, electronic goods, appliances and other component.
Other Ventures/Associates
The Company does not have any associate company, nor has it entered into a joint
venture with any other company.
SHARE CAPITAL
1. Authorized Capital
The Authorized share Capital of the Company, as at closure of financial year 2023-24,
was INR 2,250.00 Lakhs divided into 2,25,00,000 Equity Shares of INR 10.00 each.
2. Issued, Subscribed & Paid-up Capital
Issued, Subscribed & Paid-up share Capital of the Company as at closure of
financial year 202324, was INR 2096.78 Lakhs divided into 2,09,67,780 Equity Shares of INR
10 each.
Issued, Subscribed & Paid-up share Capital was increased from INR. 10,00,000
divided into 1,00,000 equity shares of INR.10/- each to INR. 20,96,77,800 divided into
2,09,67,780 equity shares of INR.10/- each.
During the year under review, following changes took places in paid-up capital of the
Capital:
a. Buy Back of Securities:
Company has not bought back any of its securities during the year under review.
b. Sweat Equity:
Company has not issued any Sweat Equity Shares during the year under review.
c. Rights Issue:
During the year under review, Company has issued and allotted the following Right issue
of shares:
- April 25, 2023, the Company issued 25,945 equity shares of face value of INR. 10/-
each, including a premium of INR. 5775/- each, for cash consideration aggregating to INR.
15,00,91,825 by way of Right Issue;
d. Bonus Issue:
During the year under review, Company has issued and allotted, 1,53,09,800 equity
shares of face value of INR. 10/- each, for a consideration other than cash by way of
Bonus Issue on June 22, 2023.Consequent to the said allotment the issued and paid-up share
capital of the company was enhanced to Rs. 15,44,89,800 divided into 1,54,48,980 equity
shares of INR.10/- each.
e. IPO (Initial Public Offer):
Post above capital structure upon incorporation, the Company came up with an Initial
Public Offer of 55,18,800 equity shares of INR 10.00 each at a price of INR 92.00 per
equity shares. The said 55,18,800 equity shares were successfully subscribed by the public
and Company has made allotment of equity shares on September 27, 2023.
The entire Paid-up Equity shares of the Company was then listed at Emerge Platform of
National Stock Exchange of India Limited.
Further due to another share split passed through postal ballot as on July 28, 2024,
issued, subscribed and paid-up share capital INR 20,96,77,800/- (Rupees Twenty Crore
Ninety-Six Lakh Seventy-Seven Thousand Eight Hundred Only) divided into 20,96,77,800
(Rupees Twenty Crore Ninety-Six Lakh Seventy-Seven Thousand Eight Hundred Only) Equity
shares of Re. 1/- each.
BOARD MEETING
Regular meetings of the Board are held, inter-alia, to review and discuss the various
businesses that require the approval of the Board. Additional Board meetings are convened,
as and when required, to discuss and decide on various business policies, strategies and
other businesses. The Board meetings are generally held at registered office of the
Company.
During the year under review, Board of Directors of the Company met 24 (Twenty-Four)
times, viz
| Month |
No. of Meetings held |
Dates |
| April 2023 |
4 |
03-04-2023, 14-04-2023, 20-04-2023 and 26.06.2023 |
| May 2023 |
4 |
11-05-2023, 19-05-2023, 24-05-2023 and 30-05-2023 |
| June 2023 |
2 |
01-06-2023 and 20-06-2023 |
| July 2023 |
3 |
03-07-2023, 10-07-2023 and 14-07-2023 |
| August 2023 |
2 |
07-08-2023 and 16-08-2023 |
| September 2023 |
3 |
04-09-2023, 14-09-2023 and 25-09-2023 |
| October 2023 |
1 |
25-10-2023 |
| November 2023 |
- |
- |
| December 2023 |
1 |
18-12-2023 |
| January 2024 |
3 |
09-01-2024, 18-01-2024 (09:00 AM) and 18-01-2024 (05:30 AM) |
| February 2024 |
1 |
28-02-2024 |
| March 2024 |
- |
- |
The gap between two consecutive meetings was not more than one hundred and twenty days
as provided in section 173 of the Companies Act, 2013. A total of 18 (Eighteen) Board
Meetings were held prior to the Listing, and a total of 06 (Six) Board Meetings were held
post Listing of the Company.
ATTENDANCE OF DIRECTORS AT THE BOARD MEETINGS
As per standard 9 of the Secretarial Standard on Meetings of the Board of Directors
('SS-1') issued by the Institute of Company Secretaries of India ('ICSI'), the attendance
of Directors at Board meetings held during the financial year 2023-24 are as under:
| Name of Director |
No. of Board Meeting held |
| 1 Ravi Agarwal |
24 |
| 2 Nikhil Aggarwal |
24 |
| 3 Gunjan Aggarwal |
18 |
| 4 Rupam Jha |
- |
| 5 Jitendra Sharma |
11 |
| 6 Vivek Mishra |
05 |
| 7 Swati Gupta |
04 |
| 8 Vineeta Gautam |
04 |
GENERAL MEETING
During the year under review, the following General Meeting were held:
Type of Meeting |
Date ofMeeting |
Total Number of members entitled to date attend meeting |
Attendance Number of members Attended |
% of attendance |
| 1. EGM |
April 03, 2023 |
8 |
8 |
100 |
| 2. EGM |
April 27, 2023 |
9 |
9 |
100 |
| 3. EGM |
May 12, 2023 |
9 |
9 |
100 |
| 4. EGM |
May 19, 2023 |
9 |
9 |
100 |
| 5. EGM |
May 24, 2023 |
9 |
9 |
100 |
| 6. EGM |
June 01,2023 |
9 |
9 |
100 |
| 7. EGM |
June 20, 2023 |
9 |
9 |
100 |
| 8. EGM |
July 10, 2023 |
9 |
9 |
100 |
| 9. EGM |
August 07, 2023 |
9 |
9 |
100 |
| 10. EGM |
August 16, 2023 |
9 |
9 |
100 |
| 11. AGM |
September 22, 2023 |
8 |
8 |
100 |
MEETING OF THE INDEPENDENT DIRECTORS
During FY 2023-24, 1 (one) meeting of Independent Directors was held without the
presence of the Executive Directors or Management Personnel on March 28, 2024. At such
meeting, the Independent Directors have discussed, among other matters, the challenges
faced by the Company, growth strategies, flow of information to the Board, strategy,
leadership strengths, compliance, governance, HR related matters and performance of
Executive Directors.
| Date of Independent Directors Meeting |
Total Number of Members associated as on the date of meeting |
Attendance |
|
|
Number of members Attended |
% of attendance |
| March 28, 2024 |
02 |
02 |
100 |
PARTICULARS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board received a declaration from all the Directors under Section 164 and other
applicable provisions, if any,of the Companies Act, 2013 that none of the Directors of the
Company is disqualified under the provisions of theCompanies Act, 2013 ("Act")
or under the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.
The Board of Directors of the Company, at present, comprises of 5 Directors, who have
wide and varied experience in different disciplines of corporate functioning. The present
composition of the Board consists of One Managing Director, One whole time director, one
non- Executive Directors and Two Non-Executive Independent Directors, one among them is a
women director.
During the year under review, following changes took place in the constitution of the
Board of Directors;
| Name |
Date of Change |
Date of Approval by the Board |
Date of Approval by the Shareholders |
Nature of Change |
| Ravi Agarwal |
31-12-2020 |
- |
- |
Appointment as First Director |
| Nikhil Aggarwal |
31-12-2020 |
- |
- |
Appointment as First Director |
| Gunjan Aggarwal |
11-05-2023 |
11-05-2023 |
- |
Appointed as Additional NonExecutive Director |
| Gunjan Aggarwal |
12-05-2023 |
- |
12-05-2023 |
Change in Designation to Chairperson and |
| Rupam Jha* |
24-05-2023 |
24-05-2023 |
01-06-2023 |
Non-Executive Director |
| Rupam Jha* |
01-06-2023 |
- |
01-06-2023 |
Appointed as an Additional NonExecutive Independent Director |
| Ravi Agarwal |
20-06-2023 |
20-06-2023 |
20-06-2023 |
Regularized as Non-Executive Independent Director |
| Nikhil Aggarwal |
20-06-2023 |
20-06-2023 |
20-06-2023 |
Change in Designation to Managing Director of the Company |
| Jitendra Sharma* |
24-05-2023 |
24-05-2023 |
- |
Appointed as Additional NonExecutive Independent Director |
| Jitendra Sharma* |
01-06-2023 |
- |
01-06-2023 |
Regularized as Non-Executive Independent Director |
| Vivek Mishra* |
20-06-2023 |
20-06-2023 |
20-06-2023 |
Appointed as Additional NonExecutive Independent Director and further
regularized as NonExecutive Independent Director |
| Swati Gupta |
25-10-2023 |
25-10-2023 |
- |
Appointed as Additional NonExecutive Independent Director |
| Vineeta Gautam |
25-10-2023 |
25-10-2023 |
- |
Appointed as Additional NonExecutive Independent Director |
| Swati Gupta |
20-01-2024 |
- |
20-01-2024 |
Regularized as Non-Executive Independent Director |
| Vineeta Gautam |
20-01-2024 |
- |
20-01-2024 |
Regularized as Non-Executive Independent Director |
In accordance with the provisions of the Articles of Association and Section 152 of the
Companies Act, 2013, Mr. Nikhil Aggarwal, Whole-Time Director of the Company retires by
rotation at the ensuing Annual General Meeting. He, being eligible, has offered himself
for re-appointment as such and seeks re-appointment. The Board of Directors recommends his
appointment on the Board.
Further brief profile is attached with the notice of the Annual General Meeting.
* On June 20,2023, Ms. Rupam Jha resigned as a Non-Executive Independent Director.
* On November 18,2023, Mr. Jitendra Sharma resigned as a Non-Executive Independent
Director.
* On November 09,2023, Mr. Vivek Mishra resigned as a Non-Executive Independent
Director.
KEY MANAGERIAL PERSONNEL
In accordance with Section 203 of the Companies Act, 2013, during the year under
review, the Company has appointed Mr. Ravi Agarwal as Managing Director (w.e.f. June 20,
2023) of the Company, Mr. Nikhil Aggarwal as Whole-Time Director (w.e.f. June 20, 2023) of
the Company, Ms. Bindu Gupta as Chief Financial Officer (w.e.f. June 20, 2023) of the
Company, Ms. Varsha Bansal* as Company Secretary and Compliance Officer (w.e.f. June 20,
2023) and Mr. Patterson Thomas as Company Secretary and Compliance Officer (w.e.f. March
01, 2024) of the Company who were acting as Key Managerial Personnel in accordance with
Section 203 of the Companies Act, 2013,and applicable Rules made thereunder.
As on date of this report, the Company has Mr. Ravi Agarwal as Managing Director of the
Company, Mr. Nikhil Aggarwal as Whole-Time Director of the Company, Ms. Bindu Gupta as
Chief Financial Officer of the Company and Mr. Patterson Thomas as Company Secretary and
Compliance Officer who are acting as Key Managerial Personnel in accordance with Section
203 of the Companies Act, 2013.
* On December 11,2023, Ms. Varsha Bansal resigned as a Company Secretary and Compliance
Officer.
INDEPENDENT DIRECTORS
In terms of Section 149 of the Companies Act, 2013 and rules made there under, the
Company had two Non-Executive Independent Directors in line with the Companies Act, 2013.
Further, both the Independent Directors of the Company had registered themselves in the
Independent Directors' Data Bank.
A separate meeting of Independent Directors was held on March 28, 2024 to review the
performance of Non-Independent Directors, Board as whole and performance of Chairperson of
the Company including assessment of quality, quantity and timeliness of flow of
information between Company management and Board.
The terms and conditions of appointment of Independent Directors and Code for
Independent Director are incorporated on the website of the Company at www.cellecor.com.
DECLARATION BY INDEPENDENT DIRECTOR
The Company has received necessary declaration from each independent director under
Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid
down in Section 149(6) of the Companies Act, 2013and the rules made thereunder and Listing
Regulations.
All the Independent Directors of the Company have registered themselves with the Indian
Institute of Corporate Affairs ("IICA"). Further, as per the declarations
received, all the Independent Directors of Company have either passed or were exempted to
clear online proficiency test as per the first proviso to Rule 6(4) of the MCA
Notification dated October 22, 2019 and December 18, 2020.
Accordingly, the Company has taken on record, the Statement of Declaration of
Independence, as submitted by all the Independent Directors.
In the opinion of the Board of Directors, all Independent Directors of the Company
fulfils the conditions specified in the Act and Rules made thereunder.
FAMILIARISATION PROGRAMMES
The Company familiarises its Independent Directors on their appointment as such on the
Board with the Company, their roles, rights, responsibilities in the Company, nature of
the industry in which the Company operates, etc. through familiarisation programme. The
Company also conducts orientation programme upon induction of new Directors, as well as
other initiatives to update the Directors on a continuing basis. The familiarisation
programme for Independent Directors is disclosed on the Company's website
www.cellecor.com.
COMMITTEES OF BOARD
Pursuant to an IPO, in addition to the applicable provisions of the Companies Act, 2013
in respect to Corporate Governance, provisions of the SEBI Listing Regulations are also
applicable on the Company.
Further, the requirement 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 is not applicable to
the Company, although we require to comply with requirement of the Companies Act, 2013
wherever applicable. Company has complied with the corporate governance requirement,
particularly in relation to appointment of independent directors including woman director
on the Board and also constitution of an Audit Committee, Stakeholders Relationship
Committee and Nomination and Remuneration Committee. Board of the Company functions either
on its own or through committees constituted thereof, to oversee specific operational
areas.
During the year under review, Company has constituted the Audit Committee, Nomination
& Remuneration Committee and Stakeholder Relationship Committee vide Board Resolution
dated June 20, 2023
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
4. Corporate Social Responsibility Committee
COMPOSITION OF COMMITTEE, MEETING AND ATTENDANCE OF EACH MEMBER AT MEETINGS
1. Audit Committee
The Audit Committee of the Company is constituted in line with the provision of Section
177 of the Companies Act, 2013. The Audit Committee is constituted in line to monitor and
provide effective supervision of the management's financial reporting process, to ensure
accurate and timely disclosures, with the highest level of transparency, integrity, and
quality of Financial Reporting
During the Financial Year under review 6 (Six) meetings of the members of the Audit
Committee were held. The dates on which the said meetings were held on July 14,2023,
October 25, 2023, December 18, 2023, January 18, 2024 at 08:00 AM, January 18, 2024 at
04:30 PM, and February 28, 2024:
| Name of Members |
Category |
Designation in Committee |
Number of meetings during the financial year 2023-24 |
|
|
|
Held |
Eligible to attend |
Attended |
| Swati Gupta* |
Independent Director |
Chairperson |
06 |
04 |
04 |
| Vineeta Gautam* |
Independent Director |
Member |
06 |
04 |
04 |
| Gunjan Aggarwal |
Non-Executive Director |
Member |
06 |
06 |
06 |
| Jitendra Sharma* |
Independent Director |
Chairman |
06 |
02 |
02 |
| Vivek Mishra* |
Independent Director |
Member |
06 |
02 |
00 |
Recommendations of Audit Committee, wherever/whenever given, have been accepted by the
Board of Directors.
Company Secretary and Compliance Officer of the Company act as the secretary of the
Committee.
2. Nomination and Remuneration Committee
The Nomination and Remuneration Committee of the Company is constituted with the
provision of Section 178 of the Companies Act, 2013. The Nomination and Remuneration
Committee recommends the appointment of Directors and remuneration of such Directors.
The level and structure of appointment and remuneration of all Key Managerial personnel
and Senior Management Personnel of the Company, as per Remuneration policy, is also
overseen by this Committee.
During the Financial Year under review 3 (Three) meetings of the members of the
Nomination and Remuneration Committee were held. The dates on which the said meetings were
heldon October 25, 2023, December 18, 2023, and February 28, 2024:
| Name of Members |
Category |
Designation in Committee |
Number of meetings during the financial year 2023-24 |
|
|
|
Held |
Eligible to attend |
Attended |
| Swati Gupta* |
Independent Director |
Chairperson |
03 |
02 |
03 |
| Vineeta Gautam* |
Independent Director |
Member |
03 |
02 |
02 |
| Gunjan Aggarwal |
Non-Executive Director |
Member |
03 |
03 |
03 |
| Jitendra Sharma* |
Independent Director |
Chairman |
03 |
01 |
01 |
| Vivek Mishra* |
Independent Director |
Member |
03 |
01 |
00 |
Company Secretary and Compliance Officer of the Company act as the secretary of the
Committee.
3. Stakeholder's Relationship Committee
The Company has a Stakeholders Relationship Committee of Directors in compliance with
provisions of the Companies Act, 2013 to look into the redressal of complaints of
investors such as transfer or credit of shares, non-receipt of dividend/notices/annual
reports, etc.
During the Financial Year under review 1 (One) meeting of the members of the
Stakeholders Relationship Committeewere held. The dates on which the said meetings were
held on February 28, 2024:
| Name of Members |
Category |
Designation in Committee |
Number of meetings during the financial year 2023-24 |
|
|
|
Held |
Eligible to attend |
Attended |
| Swati Gupta* |
Independent Director |
Chairperson |
01 |
01 |
01 |
| Gunjan Aggarwal |
Non-Executive Director |
Member |
01 |
01 |
01 |
| Nikhil Aggarwal |
Whole-Time Director |
Member |
01 |
01 |
01 |
| Jitendra Sharma* |
Independent Director |
Chairman |
01 |
- |
- |
4. Corporate Social Responsibility Committee*
During the Financial Year under review 2 (Two) meetings of the members of the Corporate
Social Responsibility Relationship Committee were held. The dates on which the said
meetings were held on January 09, 2024, and February 28, 2024:
| Name of Members |
Category |
Designation in Committee |
Number of meetings during the financial year 2023-24 |
|
|
|
Held |
Eligible to attend |
Attended |
| Swati Gupta* |
Independent Director |
Chairperson |
02 |
02 |
02 |
| Gunjan Aggarwal |
Non-Executive Director |
Member |
02 |
02 |
02 |
| Nikhil Aggarwal |
Whole-Time Director |
Member |
02 |
02 |
02 |
* The Constitution of Corporate Social Responsibility Committee is effective as of
December 18,2023 During the year under review the following changes took place in the
Committees of Board:
* Mr. Jitendra Sharma resigned from the position of Non-Executive Independent Director
and subsequently ceased to be Chairman of the Audit Committee, Nomination and Remuneration
Committee and Stakeholder Relationship Committee w.e.f. November 18,2023.
* Mr. Vivek Mishra resigned from the position of Non-Executive Independent Director and
subsequently ceased to be Member of the Audit Committee and Nomination and Remuneration
Committee w.e.f. November 09,2023.
* Ms. Swati Gupta appointed as an Additional Director in the capacity of Non-Executive
Independent Director and also appointed as Chairperson of the Audit Committee, Nomination
and Remuneration Committee, Stakeholder Relationship Committee w.e.f. October 25,2023.
* Ms. Vineeta Gautam appointed as an Additional Director in the capacity of
Non-Executive Independent Director and also appointed as Member of the Audit Committee and
Nomination and Remuneration Committee w.e.f. October25,2023.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Board, based on the recommendation of the Nomination and Remuneration Committee,
has framed a policy for the selection and appointment of Directors and Senior Management
Personnel and their remuneration.
The Company's policy relating to the Directors appointment, payment of remuneration and
discharge of their duties is available on the website of the Company at
https://cellecor.com/ pages/policies.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013and the corporate governance
requirements as prescribed by Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations 2015 ("SEBI Listing Regulations"). peer
evaluation of all Board members, annual performance evaluation of its own performance, as
well as the evaluation of the working of Board's Committees was undertaken.
The following evaluation process were followed:
a. Evaluation Criteria
This evaluation is led by the Chairman of the Nomination and Remuneration Committee
with a specific focus on the performance and effective functioning of the Board and its
Committees. The evaluation process, inter alia, considers attendance of Directors at Board
and committee meetings, acquaintance with business, communication inter se board members,
the time spent by each of the Board members, core competencies, personal characteristics,
accomplishment of specific responsibilities and expertise.
b. Performance Evaluation of the individual directors including Independent Directors
The Chairman of the Nomination and Remuneration Committee conducted the evaluation
process, inter alia, based on attendance of Directors at Board and committee meetings,
acquaintance with business, communication inter se board members, the time spent by each
of the Board members, core competencies, personal characteristics, accomplishment of
specific responsibilities and expertise.
The report on the performance evaluation of the Individual Directors was reviewed by
the Board and feedback was given to the Directors. The performance of each directors were
satisfactory.
c. Board of Directors
The performance of the Board was evaluated by the Board after seeking inputs from all
the Directors on the basis of the criteria such as the Board composition and structure,
effectiveness of Board processes, information and functioning etc.
d. Performance Evaluation of the Committee
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,
effectiveness of committee meetings, etc.
Outcome of Evaluation:
Board of the Company was satisfied with the functioning of the Board and its
Committees. The Committees are functioning well and besides covering the Committees' terms
of reference, as mandated by law, important issues are brought up and discussed in the
Committee meetings. The Board was also satisfied with the contribution of Directors, in
their individual capacities.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the
best of their knowledge and ability, confirm that:
a. In preparation of annual accounts for the year ended March 31,2024, the applicable
accounting standards have been followed and that no material departures have been made
from the same;
b. The Directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year and of
the profit or loss of the Company for that year;
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 for the year ended March 31, 2024 on
going concern basis.
e. The Directors had laid down the internal financial controls to be followed by the
Company and that such Internal Financial Controls are adequate and were operating
effectively; and
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
STATUTORY AUDITORS
Pursuant to the provisions of section 139 of the Act, M/s. Ambani & Associates LLP,
Chartered Accountants (FRN: 0016923N) were appointed as the Statutory Auditors of the
Company, for a term of five years, to hold office from the conclusion of the 3rd AGM held
on September 22, 2023 till the conclusion of the 8th AGM.
Further, pursuant to Section 141 of the Act and relevant Rules prescribed there under,
the Company has received certificate from the Auditors along with peer review certificate,
that they are eligible to continue with their appointment and that they are not
disqualified in any manner whatsoever from continuing as Statutory Auditors.
The Financial Statements and the Auditor's Report for the financial year ended on March
31,2024 are free from any qualification, reservation, observation and adverse remark;
further the notes on accounts are self-explanatory. The Auditors' Report is enclosed with
the Financial Statements in this Annual Report.
INDEPENDENT AUDITORS' REPORT
The Statutory Auditors' Report for the Financial Year 2023-24 is annexed to this Annual
Report. The Statutory Audit Report does not contain any qualification reservation or
adverse remark or disclaimer made by Statutory Auditors. The notes to the accounts
referred to in the Auditors' Report are self-explanatory and, therefore, do not call for
any further comments.
SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made
thereunder, the Company had appointed CS Nikita Gupta (Membership No. 65729 CP No. 24785),
Practicing Company Secretary, to carry out the Secretarial Audit of the Company for the
FY2023-24. The Secretarial Audit Report for FY 2023-24 is annexed herewith marked as
"Annexure I" to this Report.
The Secretarial Audit Report does not contain any qualification, reservation or adverse
remark, and, therefore, does not call for any further comments.
INTERNAL AUDITORS AND REPORT
The Company was listed on September 27, 2023 and the provisions in respect of Internal
Audit became applicable only from that date. The process for appointing the internal
auditor was initiated and pursuant to the provisions of Section 138 of Companies Act, 2013
read with the Companies (Accounts) Rules, 2014, the Company has appointed Mr. Chirag
Gupta, Chartered Accountant, having membership no. A573523, as Internal Auditor for the FY
2023-24.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013,read
with Rule 12 of the Companies (Management and Administration) Rules, 2014,the Annual
Return for the year ending on March 31, 2024 is available on the Company's websiteand can
be accessed at https://cellecor.com/pages/annual-retum.
RISK MANAGEMENT
The Company is not required to form a Risk Management Committee. However, the Company
has developed and implemented a risk management policy for identifying the risk associated
with business of the Company and measures to be taken by including identification of
elements of risk and measures to control them.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT,
2013
The particulars of loans given, investment made or guarantee given or security provided
and the purpose for which the loan or guarantee or security is proposed to be utilized as
per the provisions of Section 186 of the Companies Act, 2013 are disclosed in the notes to
account to the financial statements for the FY 2023-24.
DISCLOSURE ON RELATED PARTY'S TRANSACTIONS
All Related Party transactions that were entered into during the FY 2023-2024 were on
arm's length basis and in the ordinary course of business. There are no materially
significant related party transactions made by the Company with related parties which may
have a potential conflict of interest with the company.
All the related parties transaction are in compliance with the Accounting Standards
issued by ICAI and further details are mentioned in the notes of the Financial Statements.
All Related party transactions are placed before the Audit Committee for approval as
per the Related Party Transactions Policy of the Company as approved by the Board. The
policy is also uploaded on the website of the Company & can be accessed through the
link https://cellecor. com/pages/policies.
Since, all the related party transactions that were entered into during the financial
year 2023-2024 were on an arm's length basis and were in the ordinary course of business
and there was no material related party transaction entered by the Company during the year
as per Related Party Transactions Policy, details are required to be provided in the Form
AOC-2 prescribed under clause (h) of sub-section (3) of section 134 of the Act and Rule
8(2) of the Companies (Accounts) Rules, 2014. Particulars of contracts or arrangements
with related parties referred to in sub-section (1) of section 188 in the prescribed form
(Form AOC-2) are attached as "Annexure-II"
The details of the transaction with related parties are provided in the notes to
accompanying financial statements.
CORPORATE GOVERNANCE
Your company being responsible corporate citizen provides utmost importance to best
Corporate Governance practices and always works in the best interest of its stakeholders.
Your Company has incorporated the appropriate standards for corporate governance, pursuant
to the SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015
As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate
Governance provisions shall not apply in respect of the following class of the Companies:
a. Listed entity having paid up equity share capital not exceeding Rs.10 Crore and Net
Worth not exceeding Rs.25 Crore, as on the last day of the previous financial year.
b. Listed entity which has listed its specified securities on the SME Exchange.
Since, our Company falls within the ambit of aforesaid exemption (b); hence compliance
with the provision of Corporate Governance shall not apply to the Company and it does not
form the part of the Annual Report for the financial year 2023-2024.
NON-APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS
As per Provision to regulation Rule 4(1) of the companies (Indian Accounting Standards)
Rules, 2015 notified vide Notification No. G.S.R 111 (E) on 16th February, 2015, Companies
whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of
Capital and Disclosure Requirements) Regulations,2009, are exempted from the compulsory
requirements of adoption of IND-AS w.e.f. April 01, 2017.
As your Company is also listed on Emerge Platform of NSE Limited, is covered under the
exempted category and is not required to comply with IND-AS for preparation of financial
statements beginning with period on or after April 01,2017.
SEBI COMPLAINTS REDRESS SYSTEM (SCORES)
The investor complaints are processed in a centralized web-based complaints redress
system. The salient features of this system are centralized database of all complaints,
online upload of Action Taken Reports\(ATRs) by the concerned companies and online viewing
by investors of actions taken on the complaint and its current status. Your Company has
been registered on SCORES and makes every effort to resolve all investor complaints
received through SCORES or otherwise within the statutory time limit from the receipt of
the complaint. The Company has not received any complaint on the SCORES during financial
year 2023-24.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of conservation of energy, technology absorption, foreign exchange earnings
and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8
of the Companies (Accounts) Rules, 2014 is annexed herewith as "Annexure-IN" and
the same forms part of this report.
RISK MANAGEMENT POLICY
Pursuant Section 134(3)(n) of the Act, the Company has in place a Risk Management
Policy which provides for the identification therein of elements of risk , which in the
opinion of the Board may threaten the existence of theCompany. The Policy further contains
the risk assessment and minimization procedures.
The risk management plan is reviewed by the Board from time to time and suitable
changes are done as may be necessitated.
CHANGE IN THE NATURE BUSINESS
There has been no change in the nature of business of the Company in the Financial Year
under review.
DISCLOSURE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)
During the year under review, neither any application was made nor is any proceeding
pending against the Company under the Insolvency and Bankruptcy Code, 2016
CORPORATE SOCIALRESPONSIBILITY
Your Company's CSR initiatives align with the core purpose afore stated by prioritizing
in areas of skilling, education, and environment sustainability. The Annual Report on CSR
activities pursuant to the provisions of section 134 and 135 of the Act read with rule 8
of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and rule 9 of the
Companies (Accounts) Rules, 2014 is annexed to this Directors' Report as 'Annexure IV'.
The Chief Financial Officer of the Company has certified that the funds disbursed have
been utilized for the purpose and in a manner approved by the Board for FY2024
The CSR policy is hosted on the Company's website at httpsy/cdn.shopify.com/s/
files/1/0755/1 575/6864/files/17._Corporate_Social_Responsibility_CSR_Policy.
pdf?v=1719215615
WHISTLE BLOWER POLICY/ VIGIL MECHANISM
To meets the requirement under Section 177(9) and (10) of the Companies Act, 2013 and
Regulation 22 of the SEBI (Listing Obligation and Disclosure Requirement) Regulation,
2015, the Company has adopted a Vigil Mechanism/ Whistle Blower Policy with a view to
provide a vigilance mechanism for the directors and employeesof the Company to raise
concern of any violations of legal or regulatory requirements, incorrectness or
misinterpretation of any financial statements and reports etc. The purpose of this Policy
is to encourage the Company's directors and employees who have concerns about suspected
misconduct, to come forward and express these concerns without fear of punishment or
unfair treatment.
Likewise, under this policy, we have prohibited discrimination, retaliation or
harassment of any kind against any employee who, based on the employee's reasonable belief
that such conduct or practice have occurred or are occurring, reports that information or
participates in the said investigation. The Whistle Blower Policy is displayed on the
Company's website at https://cellecor. com/pages/policies.
No individual in the Company has been denied access to the Audit Committee or
itsChairman during the FY 2023-24
There were no instances of reporting under the Whistle Blower.
The Whistle Blower Policy of the Company is available on the website of the Company at
www. cellecor.com.
MAINTENANCE OF COST RECORD
The maintenance of Cost Records as specified by the Central Government under Section
148(1) of the Companies Act, 2013 is not applicable to the Company as the company does not
fall under any of the category prescribed under Section 148(1) of Companies Act, 2013.
Hence, the maintenance of the cost records as specified by the Central Government under
Section 148(1) of the Act is not required and accordingly, such accounts and records are
not made and maintained. The Company has not appointed any Cost Auditor during the year.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view
to regulate trading in securities by the Directors and designated employees of the
Company. The Code requires pre- clearance for dealing in the Company's shares and
prohibits the purchase or sale of Company shares by the Directors and the designated
employees while in possession of unpublished price sensitive information in relation to
the Company and during the period when the Trading Window is closed. The Board is
responsible for implementation of the Code. The Code is displayed on the Company's website
at https://cellecor.com/pages/policies.
PROCEEDINGS INITIATED/PENDING AGAINST YOUR COMPANY UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016
There are no proceedings initiated/pending against your Company under the Insolvency
and Bankruptcy Code, 2016 which materially impact the Business of the Company.
DETAILS OF REPORTING OF FRAUD BY AUDITOR
There are no instances of Fraud/ Suspected Fraud committed against the Company by the
Officers or employees of the Company has been detected by the Auditor as required under
Section 143(12) of the Companies Act, 2013 read with Rule 13 of the Companies (Audit and
Auditors) Rules, 2014.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
According to Section 134(5) (e) of the Companies Act, 2013 the term "Internal
Financial Control (IFC)" means the policies and procedures adopted by the Company for
ensuring the orderly and efficient conduct of its business, The Company believes that
internal control is a necessary prerequisite of Governance and that freedom should be
exercised within a framework of checks and balances. The Company has a well-established
internal control framework, which is designed to continuously assess the adequacy,
effectiveness and efficiency of financial and operational controls. The financial control
framework includes internal controls, delegation of authority procedures, segregation of
duties, system access controls and document filing and storage procedures.
The management is committed to ensure an effective internal control environment,
commensurate with the size, scale and complexity of the business, which provides an
assurance on compliance with internal policies, applicable laws, regulations and
protection of resources and assets. The control system ensures that the Company's assets
are safeguarded and protected and also takes care to see that revenue leakages and losses
to the Company are prevented and our income streams are protected. The control system
enables reliable financial reporting. The Audit Committee reviews adherence to internal
control systems and internal audit reports.
They have been designed to provide reasonable assurance with regard to recording and
providing reliable financial and operational information, complying with applicable
statutes, safeguarding assets from unauthorized use, executing transactions with proper
authorization and ensure compliance of corporate policies. It has continued its efforts to
align all its processes and controls with global best practices.
PUBLIC DEPOSIT
The Company has not accepted any deposits from Shareholders and Public falling within
the ambit of Section 73 of the Companies Act, 2013 and rules made there under. Hence, the
directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of
the Company Act, 2013 or any other relevant provisions of the Act and the Rules there
under are not applicable.
There were no unclaimed or unpaid deposits as on 31st March, 2024.
LISTING AND DEPOSITORY FEES
Your Company has paid Annual Listing fees for the financial year 2024-2025 to National
Stock Exchange of India Limited (NSE) according to the prescribed norms and regulations.
Company has also paid Annual Custody fee to National Securities Depository Limited and
Issuer fee to Central Depository Services (India) Limited for the financial year
2024-2025.
CODE OF CONDUCT
Commitment to ethical professional conduct is a must for every employee, including
Board Members and Senior Management Personnel of the Company. The Code is intended to
serve as a basis for ethical decision-making in conduct of professional work. The Code of
Conduct enjoins that each individual in the organization must know and respect existing
laws, accept and provide appropriate professional views, and be upright in his conduct and
observe corporate discipline. The duties of Directors including duties as an Independent
Director as laid down in the Companies Act, 2013 also form part of the Code of Conduct.
All Board Members and Senior Management Personnel affirm compliance with the Code of
Conduct annually as "Annexure - V".
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management's Discussion and Analysis Report for the year under review, as
stipulated under regulation 34 (3) and Part B of schedule V of the SEBI (Listing
Obligation and Disclosure Requirement) Regulation, 2015 is annexed to this Annual Report
as "Annexure - VI".
DISCLOSURE ON SECRETARIAL STANDARDS
During the period under review, applicable Secretarial Standards, i.e. SS-1 and SS-2,
relating to 'Meetings of the Board of Directors' and 'General Meetings', respectively,
issued by The Institute of Company Secretaries of India have been duly followed by the
Company and have devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards and that such systems are adequate and operating
effectively.
PARTICULAR OF EMPLOYEES
The information required under Section 197(12) of the Companies Act, 2013 read with
Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
are annexed as Annexure VII and forms part of this Report.
The statement containing names of top ten employees in terms of remuneration drawn and
the particulars of employees as required under Section 197(12) of the Act read with Rule
5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, is provided in a separate annexure forming part of this report. Further, the
report and the accounts are being sent to the Members excluding the aforesaid annexure. In
terms of Section 136 of the Act, the said annexure is opened for inspection in electronic
form. Any Member interested in obtaining a copy of the same may write to the Company
Secretary.
DETAILS OF FRAUD REPORTED BY THE AUDITORS
During the year under review, the Statutory Auditors and Internal Auditor have not
reported any instances of fraud committed in the Company by its officers or employees.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION
There was no one time settlement by the Company with the Banks or Financial
Institutions during the year under review, thus, the details of difference between amount
of the valuation done at the time of one-time settlement and the valuation done while
taking loan from the Banks or Financial Institutions along with the reasons thereof are
not applicable.
POLICY AGAINST SEXUAL HARASSMENT
Your Company has always believed in providing safe and harassment free workplace for
every individual working in its premises through various interventions and practices. The
Company ensures that the work environment at all its locations is conducive to fair, safe
and harmonious relations between employees. It strongly believes in upholding the dignity
of all its employees, irrespective of their gender or seniority. Discrimination and
harassment of any type are strictly prohibited.
SEXUAL HARASSMENT POLICY
The Company has adopted a policy for Prevention, Prohibition and Redressal of Sexual
Harassment of Women at Workplace in line with the requirements of the Sexual Harassment of
Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act). The
Company has complied with the provisions relating to constitution of internal complaints
committee (ICC) under the POSH Act. All women employees are covered under this policy. ICC
has been set up to redress complaints received regarding sexual harassment.
An Internal Compliant Committee (ICC) is in place as per the requirements of the said
Act to redress complaints received regarding sexual harassment. All employees (permanent,
contractual, temporary, trainees) are covered under this policy. No case has been reported
during the year under review.
The details of the complaints received during the year under review were as follows:
| No. of Complaints Pending at the Beginning of the Year |
0 |
| No. of Complaints Received and Resolved during the year |
0 |
| No. of Complaints Pending at the End of the Year |
0 |
WEBSITE OF THE COMPANY
Your Company maintains a websitewww.cellecor.comwhere detailed information of the
Company and specified details in terms of the Companies Act, 2013 and SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015 have been provided.
GENERAL
Your Directors state that no disclosure or reporting is required in respect of the
following matters as there were no transactions on these items during the year under
review:
• Issue of equity shares with differential rights as to dividend, voting or
otherwise.
• Issue of shares (including sweat equity shares) to employees of the Company
under any scheme.
The Company does not have any scheme of provision of money for the purchase of its own
shares by employees or by trustees for the benefit of employees.
ACKNOWLEDGEMENT
Your Directors wish to place on record their gratitude for the valuable guidance and
support rendered by the Government of India, various State Government departments, Banks
and stakeholders, including, but not limited to, shareholders, customers and suppliers,
among others. We place on record, our appreciation of the contribution made by our
employees at all levels.
The Directors take this opportunity to place on record their deep sense of appreciation
for the total commitment, dedication and hard work put in by the employees of the Company.
Lastly, your directors are deeply grateful for the continuous confidence and faith shown
by the members of the Company.
| For and on behalf of Board of Directors |
|
| Cellecor Gadgets Limited |
|
| (Formerly "Unitel Info Limited" and |
"Unitel Info Private Limited") |
| S/d |
S/d |
| Ravi Agarwal |
Nikhil Aggarwal |
| Managing Director |
Whole-time director |
| DIN:08471502 |
DIN: 09016668 |
| Date: 31 Aug 2024 |
|
| Place: New Delhi |
|
|