To,
The Members,
Greenhitech Ventures Limited
The Board of Directors of the Company have great pleasure in presenting the 1st
Board's Report of the Company together with Audited Financial Results for the year ended
March 31, 2024. This report states compliance as per the requirements of the Companies
Act, 2013 ("the Act"), the Secretarial Standards, the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
("Listing Regulations") and other rules and regulations as applicable to the
Company.
1. FINANCIAL PERFORMANCE:
The highlight of the financial performance of the Company for the year ended March 31,
2024 is summarized as follows:
(Amount in lakhs)
| Particulars |
FY 2023-24 |
| Revenue from Operations |
831. 79 |
| Other Income |
- |
| Total Income |
831.79 |
| Purchase Of Stock In Trade |
39.15 |
| Changes in Inventory |
380.76 |
| Employee Benefit Expenses |
57.92 |
| Financial Cost |
32.71 |
| Depreciation and amortisation expenses |
10.22 |
| Other Expenses |
152.28 |
| Total Expenses |
673.04 |
| Profit/ (Loss) before Tax |
158.75 |
| Less : Exceptional items |
- |
| Profit/(Loss) before Tax |
158.75 |
| Provision for Taxation (Net) |
40.36 |
| Profit/(Loss) after tax |
118.39 |
| Other Comprehensive income for the financial year |
- |
| Total Comprehensive incomq/(loss) for the financial year |
- |
| Earnings per Equity Share (?) - Face value of 10/- each |
3.44 |
2. BUSINESS AND FINANCIAL PERFORMANCE OVERVIEW:
BUSINESS OVERVIEW
Our Company is engaged in trading of various petroleum-based products for the different
categories of industries based on their requirement. This includes supply of biofuels,
bitumen, light density oils, furnace oils etc. Our company is also engaged in Operation
& Maintenance as Job worker for Ethanol manufacturing in Government owned
distilleries. We understand the market needs and upgrade our team constantly with growing
technology and market trends. We provide business solutions and services to consumers of
Fuels and other alternative materials across India.
Our company is engaged in Operation & Maintenance as Job worker for Ethanol
manufacturing in Government owned distilleries. Company is not having its owned
manufacturing unit. Our Company bids for tender of Government owned distillery for
Operation & Maintenance as Job worker for Ethanol manufacturing
FINANCIAL PERFORMANCE OVERVIEW
During the year under review, the Company has earned a total revenue of Rs. 831.79
Lakhs for the year ended March 31, 2024
The Company has recorded a profit (PBT) of Rs. 158.75 Lakhs for the year ended March
31, 2024 The Profit/ (Loss) after Tax (PAT) for the year ended March 31, 2024 stood at Rs.
118.39 Lakhs
3. DIVIDEND/ TRANSFER TO RESERVES:
The Dividend policy for the year under review has been formulated and taking into
consideration of growth of the Company and to conserve resources, the Directors do not
recommend any Dividend for the year ended March 31, 2024.
In Financial year 2023-24 the reserve maintained with the Company is Rs. 195.39.
Your Company has not transferred the profits for year ended March 31, 2024 to Reserves
and Surplus.
4. CHANGE OF STATUS OF THE COMPANY FROM PRIVATE LIMITED TO PUBLIC LIMITED:
Our Company was originally formed as a Partnership Firm under the Partnership Act, 1932
("Partnership Act") in the name and style of "Greentech Hydrocarbons"
pursuant to Deed of Partnership dated November 18, 2011. Greentech Hydrocarbons was
thereafter converted from Partnership Firm to a Private Limited Company under Part I
chapter XXI of the Companies Act, 2013 with the name and style of "Greenhitech
Ventures Private Limited" and received a Certificate of Incorporation from the
Registrar of Companies, Central Registration Centre dated May 14, 2023. Subsequently our
Company was converted into Public Limited Company and name of company was changed from
"Greenhitech Ventures Private Limited" to "Greenhitech Ventures
Limited" vide fresh certificate of incorporation dated October 10, 2023
5. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE FINANCIAL YEAR OF THE
COMPANY TO WHICH THE FINANCIAL STATEMENT RELATE AND THE DATE OF THIS REPORT:
The Company's shares are listed on BSE SME platform with ISIN INE0S0701019 & Scrip
Code 544163 w.e.f. 22nd April, 2024.
6. DEPOSITS:
The Company has neither accepted nor renewed any deposits falling within the purview of
Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules
2014 as amended from time to time, during the year under review.
7. CHANGE IN THE NATURE OF BUSINESS:
The Company has altered the Object Clause of MOA and added new sub-clause (3) after
sub-clause (2) of clause 3(a):
To carry on the business of job work, manufacture on own account, produce, refine,
process, formulate, buy, sell, export, import or otherwise deal in all types of heavy and
light industrial chemicals, chemical elements, bio-fuels, fuels & compounds,
components, by-products generated in the process of generation of the bio fuels, and like
8. CAPITAL STRUCTURE:
INITIAL PUBLIC OFFER
During the year under review, the Company had successfully come out with its maiden SME
- IPO (Initial Public Offering). The Public issue consisted of 12,60,000 Equity Shares at
price of Rs. 50/- (including a premium of Rs. 40/- Equity Shares) aggregating to Rs.
630.00 Lakhs consisting fully of fresh issue of 12,60,000 Equity Shares aggregating to Rs.
630.00 Lakhs which was opened for subscription on April 12, 2024 and closed on April 16,
2024 for all the applicants. The Company received the overwhelming response for the said
IPO issue and said shares got listed on the BSE SME platform on April 22, 2024. After
completion of IPO, the paid- up share capital of the Company increased to Rs.
4,70,00,000/-
The success of IPO reflects the trust, faith, and confidence that customers, business
partners and markets have reposed in your Company.
AUTHORIZED SHARE CAPITAL
During the year under review, the Company has increased its authorised capital of
Company from Rs. 15 Lakhs to Rs. 5 Crore in the EGM held on June 05, 2023.
The Authorized Share Capital of the Company as on March 31, 2024 was Rs 5,00,00,000/-
divided into 50,00,000 shares of Rs 10/- each.
ISSUED AND PAID-UP CAPITAL
As on March 31, 2024 the paid-up capital was Rs. 3,44,00,000 /- divided into 34,40,000
Shares of Rs. 10/- each.
9. DISCLOSURES RELATING TO HOLDING, SUBSIDIARY, ASSOCIATE COMPANY, AND JOINT VENTURES:
As on March 31, 2024 the Company has no Holding, Subsidiaries, Associate Company, and
Joint Venture.
10. LISTING OF SHARES:
The Company's shares are listed on BSE SME platform with ISIN INE0S0701019 as GVL
11. DIRECTORS & KEY MANAGERIAL PERSONNEL:
The composition of Board of Directors and Key Managerial Personnel (KMP) and their
appointment/resignation/ change in designation in the Company as on March 31, 2024 were as
follows:
| Sr. No Name of Director |
Designation |
Appointment/ Resignation |
Date of Appointment/ Cessation/ Change in Designation |
| 1. Mr. Naved Iqbal |
Chairman and Managing Director |
Appointment Change in designation |
May 14, 2023 October 14, 2023 |
| 2. Mohammad Nadeem |
Whole-Time Director |
Appointment Change in designation |
May 14, 2023 October 14, 2023 |
| 3. Arham Anees |
Non-Executive, Director |
Appointment Change in designation |
July 18, 2023 October 14, 2023 |
| 4. Amit Kumar Singh |
Non-Executive, Director |
=Appointment Change in designation |
October 12, 2023 October 14, 2023 |
| 5. Raj Rathi |
_Non-Executive, Independent Director |
Appointment Change in designation |
October 12, 2023 October 14, 2023 |
| 6. Sobha Gupta |
Non-Executive, Independent Director |
Appointment Change in designation |
October 12, 2023 October 14, 2023 |
| 7. Mohammad Nadeem |
Chief Financial Officer |
Appointment |
October 18, 2023 |
| 8. Sneha Jain |
Company Secretary & Compliance Officer |
Appointment |
October 18, 2023 |
12. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act,
2013, the Company has received individual declarations from all the Independent Directors
confirming that they fulfil the criteria of Independence as specified in Section 149(6) of
the Companies Act, 2013.
The Independent Director have complied with the Code of Conduct for Independent
Directors prescribed in Schedule IV of the Act. In view of the available time limit, those
Independent Director who are required to undertake the online proficiency self-assessment
test as contemplated under Rule 6(4) of the Companies
(Appointment and Qualification of Directors) Rules, 2014, had committed to perform the
test within time limit stipulated under the act. The Company has received declarations
from all Independent Directors of the Company confirming that they continue to meet the
criteria of Independence as prescribed under Section 149 of the Companies Act 2013.
13. BOARD AND COMMITTEE MEETING:
Number of Board Meetings
The Board of Directors met 14 times during the financial year ended March 31, 2024 in
accordance with the provisions of the Companies Act, 2013 and rules made there under. The
intervening gap between two Board Meeting was within the period prescribed under the
Companies Act, 2013 and as per Secretarial Standard-1. The prescribed quorum was presented
for all the Meetings and Directors of the Company actively participated in the meetings
and contributed valuable inputs on the matters brought before the Board of Directors from
time to time.
14. COMMITTEES OF THE BOARD:
The Company has three committees viz; Audit Committee, Nomination and Remuneration
Committee, Stakeholders Relationship Committee which has been established as a part of the
better Corporate Governance practices and is in compliance with the requirements of the
relevant provisions of applicable laws and statutes.
A W k
I. Audit Committee:
The Audit Committee of the Company is constituted under the provisions of section 177
of the Companies Act, 2013.
Composition of the Committee:
| Sr. No. Name |
Designation |
| 1. Raj Rathi |
Chairman |
| 2. Sobha Gupta |
" Member |
| 3. Naved Iqbal |
Member |
All the recommendation made by the Audit Committee in the financial year 2023-24 was
approved by the Board.
Further the Committee members met 2 times during the year for conducting the Meeting.
II. Nomination & Remuneration Committee:
The Nomination & Remuneration Committee of the Company is constituted under the
provisions of section 177 of the Companies Act, 2013.
Composition of the Committee:
| Sr. No. Name |
Designation |
| 1. Raj Rathi |
Chairman |
| 2. Sobha Gupta |
Member |
| 3. Amit Kumar Singh |
Member |
Further the Committee members met 1 time during the year for conducting the Meeting.
III. Stakeholder Relationship Committee
The Stakeholder Relationship Committee of the Company is constituted under the
provisions of section 177 of the Companies Act, 2013.
Composition of the Committee:
| Sr. No. Name |
Designation |
| 1. Sobha Gupta |
Chairman |
| 2. Arham Anees |
Member |
| 3. Mohammad Nadeem |
Member |
Further the Committee members met 1 time during the year for conducting the Meeting.
15. NOMINATION AND REMUNERATION POLICY:
The Company believes that building a diverse and inclusive culture is integral to its
success. A diverse Board, among others, will enhance the quality of decisions by utilizing
different skills, qualifications, professional experience and knowledge of the Board
members necessary for achieving sustainable and balanced development. In terms of SEBI
Listing Regulations and Act, the Company has in place Nomination & Remuneration
Policy.
The said policy of the Company, inter alia, provides that the Nomination and
Remuneration Committee shall formulate the criteria for appointment of fixative
Non-Exe ;cutive and Independent Directors on the Board of Directors of the
Company and persons in the Senior Management of the Company, their remuneration including
determination of qualifications, positive attributes, independence of directors and other
matters as provided under sub-section (3) of Section 178 of the Act (including any
statutory modification(s) or re- enactments) thereof for the time being in force). The
Policy also lays down broad guidelines for evaluation of performance of Board as a whole,
Committees of the Board, individual directors including the chairperson and the
Independent Directors. The aforesaid Nomination and Remuneration Policy has been uploaded
on the website of your Company www.glefinhitelh.org/
16. CORPORATE GOVERNANCE REPORT:
Since the Company is listed on SME platform of BSE., the provisions of Corporate
Governance are not applicable on the Company.
17. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The Board members are provided with necessary documents/ brochures, reports and
internal policies to enable them to familiarize with the Company's procedures and
practices, the website link is https://www. greenhitech.org/
18. ANNUAL EVALUATION:
Pursuant to the provisions of the Companies Act and the SEBI Listing Regulations, a
structured questionnaire was prepared for evaluating the performance of Board, its
Committees and Individual Director including Independent Directors. The questionnaires
were prepared after taking into consideration the various facets related to working of
Board, its committee and roles and responsibilities of Director. The Board and the
Nomination and Remuneration Committee reviewed the performance of the Individual Directors
including
Independent Directors on the basis of the criteria and framework adopted by the Board.
Further, the performance of Board as a whole and committees were evaluated by the Board
after seeking inputs from all the Directors on the basis of various criteria. The Board of
Directors expressed their satisfaction with the evaluation process. In a separate meeting
of Independent Directors, the performance of Non-Independent Directors, performance of
Board as a whole and performance of the Chairman was evaluated, taking into account the
views of the Executive Directors and Non-Executive Directors.
19. VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES:
The Company has established a vigil mechanism, through a Whistle Blower Policy, where
Directors and employees can voice their genuine concerns or grievances about any unethical
or unacceptable business practice. A whistle-blowing mechanism not only helps the Company
in detection of fraud, but is also used as a corporate governance tool leading to
prevention and deterrence of misconduct.
It provides direct excess to the employees of the Company to approach the Compliance
Officer or the Chairman of the Audit Committee, where necessary. The Company ensures that
genuine Whistle Blowers are accorded complete protection from any kind of unfair treatment
or victimization. The Whistle Blower Policy is disclosed on the website of the Company at
Www.areenhitech.org/
20. RISK MANAGEMENT:
The Board of the Company has evaluated a risk management to monitor the risk management
plan for the Company. The Audit Committee has additional oversight in the area of
financial risk and controls. Major risks identified by the businesses and functions are
systematically addressed through mitigating actions on continuing basis.
21. PARTICULARS OF LOANS, GURANTEES OR INVESTMENTS UNDER SECTION 186:
The details of loans, guarantees or investments covered under Section 186 of the
Companies Act, 2013 are given in the Note to the Financial Statements.
22. MATERIAL ORDERS OF JUDICIAL BODIES/ REGULATORS
No order, whether significant and/or material has been passed by any regulators,
courts, tribunals impacting the going concern status and Company! operations in future.
23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF
THE ACT:
All related party transactions that were entered into during the Period under review,
were on arm's length basis and in the ordinary course of business. No materially
significant related party transactions which required the approval of members, were
entered into by the Company during the Period under review. Further, all related party
transactions entered by the Company are placed before the Audit Committee for its
approval.
The particulars of the contracts or arrangements entered by the Company with related
parties as referred to in Section 134(3)(h) read with section 188(1) of the Act and rules
framed thereunder, in the Form No. AOC-2 are annexed and marked as Annexure-A.
24. AUDITORS:
STATUTORY AUDITORS
Accordingly, as per recommendation of Audit Committee, the Board of Directors in their
meeting held on 6th September, 2024 has appointed M/s Goel Vinay &
Associates., Chartered Accountants (Firm Registration No. 0008361C) as Statutory Auditor
of Company for the period of 5 years i.e., from F.Y. 2024-25 to 2028-29 subject to
approval of Shareholders in the ensuing Annual General Meeting of Company.
Further Company has received written confirmation to the effect that they are not
disqualified from acting as the Statutory Auditors of the Company in the terms of
provisions of Section 139 and 141 of the Act and rules framed there under.
SECRETARIAL AUDITORS
During the year under review, Secretarial audit was not applicable (Since the Company
is Listed on BSE SME Platform w.e.f. April 22, 2024).
INTERNAL AUDITORS
During the year under review, requirement of appointment of Internal Auditor was not
(Since the Company is Listed on BSE SME Platform w.e.f. April 22, 2024).
AUDITOR'S REPORT AND SECRETARIAL AUDIT REPORT
Statutory Auditor's Report:
There are no qualifications, reservations or adverse remarks made by Statutory Auditors
in the Auditor's report. The Statutory Auditors have not reported any incident of fraud to
the Audit Committee of the Company under subsection (12) of section 143 of the Companies
Act, 2013, during the year under review.
The notes on accounts referred to the Auditors' Report are self-explanatory and
therefore, do not call for any further explanation.
Secretarial Auditor's Report: During the year under review, Secretarial audit was
not applicable. (Since the Company is Listed on BSE SME Platform w.e.f. April 22, 2024).
25. EXTRACTS OF ANNUAL RETURN
In accordance with Section 92(3) and Section 134(3)(a) of the Companies Act, 2013 read
with Companies (Management and Administration) Rules, 2014, the Annual Return as on 31st
March 2024 is available on the Company's website https://www. greenhitech.org/
26. MANAGEMENT DISCUSSION & ANALYSIS REPORTS:
A detailed report on Management Discussion and Analysis (MDA) Report is included in
this Report as Annexure - B.
27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
(A) CONSERVATION OF ENERGY:
The Company has been continuously making efforts to reduce energy consumption. The
management is striving to achieve cost reduction by economical usage of energy.
(i) The steps taken or impact on conservation of energy:
The Company has been continuously making efforts to reduce energy consumption and the
management is striving to achieve cost reduction by economical usage of energy.
(ii) The steps taken by the company for utilising alternate source of energy:
As the Company needs only minimum level of energy, it has not looked in to an
alternative source of energy.
(iii) The capital investment on energy conservation equipment:
The Company has not made any capital investment as it is not required at this stage.
(B) TECHNOLOGY ABSORPTION:
The Company is not utilizing any alternate source of energy.
(C) FOREIGN EXCHANGE EARNINGS AND OUT GO:
During the period under review, the Company has Nil income and Nil expenditure in the
foreign currency
28. STATEMENT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5
OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is provided in this Report as Annexure-C which
forms part of this Report.
29. HUMAN RESOURCES
The relations with the employees and associates continued to remain cordial throughout
the year. The Directors of your Company wish to place on record their appreciation for the
excellent team spirit and dedication displayed by the employees of the Company.
30. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
& REDRESSAL) ACT, 2013:
The Company is committed to provide a safe and conducive work environment to its
employees. There exist at the group level an Internal Complaint Committee ('ICC')
constituted under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. The group is strongly opposed to sexual harassment and employees are
made aware about the consequences of such acts and about the constitution of ICC. During
the year under review, no complaints were filed with the Committee under the provisions of
the said Act in relation to the workplace/s of the Company.
31. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS:
The Company has complied with Secretarial Standards issued by the Institute of Company
Secretaries of India on Board meetings and Annual General Meetings.
The Directors have devised proper systems to ensure compliance with the provisions of
all applicable
Secretarial Standards and that such systems are adequate and operating effectively.
32. MAINTENANCE OF COST RECORD:
The provisions relating to maintenance of cost records as specified by the Central
Government under sub section (1) of section 148 of the Companies Act, 2013, were not
applicable to the Company upto March 31, 2024 and accordingly such accounts and records
were not required to be maintained.
33. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS:
The Company has in place adequate Internal Financial Controls with reference to
financial statements. During the year under review, such controls were tested and no
reportable material weakness in the design or operation was observed.
34. GREEN INITIATIVES
In compliance with Regulation 36 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 Notice of the AGM along with the Annual Report 2023-24 is
being sent only through electronic mode to those Members whose email addresses are
registered with the Company/ Depositories. Members may note that the Notice and Annual
Report 2023-24 will also be available on the Company's website www.greenhitech.org
35. INSOLVENCY AND BANKRUPTCY CODE 2016:
No application or proceeding was initiated in respect of the Company in terms of
Insolvency and Bankruptcy Code 2016.
36. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134 Of the Companies Act, 2013 ('the Act'), with respect to
Directors Responsibility Statement it is hereby confirmed:
a) The Financial Statements of the Company - comprising of the Balance Sheet as at
March 31, 2023 and the Statement of Profit & Loss for the year ended as on that date,
have been prepared on a going concern basis following applicable accounting standards and
that no material departures have been made from the same;
b) Accounting policies selected were applied consistently and the judgments and
estimates related to these financial statements have been made on a prudent and reasonable
basis, so as to give a true and fair view of the state of affairs of the Company as at
March 31, 2024, and, of the profits and loss of the Company for the year ended on that
date;
c) Proper and sufficient care has been taken for maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013, to safeguard the
assets of the Company and to prevent and detect fraud and other irregularities;
d) Requisite Internal Financial Controls to be followed by the Company were laid down
and that such internal financial controls are adequate and operating effectively; and
e) Proper systems have been devised to ensure compliance with the provisions of all
applicable laws and such systems are adequate and operating effectively.
37. ACKNOWLEDGEMENTS:
Your Directors place on record their sincere thanks to bankers, business associates,
consultants, and various Government Authorities for their continued support extended to
your Companies activities during the year under review. Your Directors also acknowledges
gratefully the shareholders for their support and confidence reposed on your Company.
| For and on behalf of the Board |
|
| Greenhitech Ventures Limited |
|
| Sd/- |
Sd/- |
| Naved Iqbal |
Mohammad Nadeem |
| Chairman and Managing Director |
Whole Time Director |
| DIN - 06685505 |
DIN - 07899032 |
| Place: Varanasi |
|
| Date: 06-09-2023 |
|
|