To, The Members,
Artificial Electronics Intelligent Material Limited
(Formerly known as Datasoft Application Software (India) Limited)
Your Directors present the 32nd Annual Report on the Business and
Operations of the Company along with the Audited Statement of Accounts for the Financial
Year ended on 31st March, 2024.
1. FINANCIAL RESULT:
The financial performance of the Company for the Financial Year ended
on 31st March, 2024 and for the previous financial year ended on 31st March, 2023 is given
below:
| Particulars |
2023-24 |
2022-23 |
| Revenue from Operations |
243.00 |
0 |
| Other Income |
1.62 |
0.06 |
| Total Income |
244.62 |
0.06 |
| Total Expenses |
219.06 |
52.18 |
| Profit Before Exceptional and Extra Ordinary Items and Tax
|
23.95 |
(52.12) |
| Exceptional Items |
0.00 |
0 |
| Extra Ordinary Items |
0.00 |
0 |
| Profit Before Tax |
23.95 |
(52.12) |
| Tax Expense: |
|
|
| Current Tax |
6.29 |
0 |
| Deferred Tax |
0.35 |
0 |
| Profit for the period |
17.31 |
(52.12) |
| Earnings per share (EPS) |
|
|
| Basic |
1.53 |
(4.61) |
| Diluted |
1.53 |
(4.61) |
2. OPERATIONS:
Total revenue for Financial Year 2023-24 is Rs. 244.62 Lakhs compared
to the total revenue of Rs. 0.06 Lakhs of Previous Financial Year. The Company has
incurred Loss before tax for the Financial Year 2023-24 of Rs. 23.95 Lakhs as compared to
Loss before tax of Rs. (52.12) Lakhs of previous Financial Year. Net Profit for the
Financial Year 2023-24 is Rs. 17.31 Lakhs as against Net Loss of Rs. (52.12) Lakhs of
previous Financial Year. The Directors are continuously looking for the new avenues for
future growth of the Company and expect more growth in the future period.
3. CHANGE IN NATURE OF BUSINESS, IF ANY:
During the Financial Year 2023-24, there was no change in nature of
Business of the Company.
4. SHARE CAPITAL:
The Authorized Share Capital of the Company as on March 31, 2024 is Rs.
15,00,00,000/- divided into 1,50,00,000 Equity Shares of Rs. 10/- each and Issued,
Subscribed and Paid-up Equity Share Capital of the Company is Rs. 1,13,18,400/- comprising
of 11,31,840 Equity shares of Rs. 10/-.
5. DIVIDEND:
To conserve the resources for future prospect and growth of the
Company, your Directors do not recommend any dividend for the Financial Year 2023-24
(Previous year - Nil).
6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND:
Pursuant to Section 124 of the Companies Act, 2013, the amount of
dividend remaining unpaid or unclaimed for a period of seven years shall be transferred to
the Investor Education and Protection Fund ("IEPF"). During the year under
review, there was no unpaid or unclaimed dividend in the "Unpaid Dividend
Account" lying for a period of seven years from the date of transfer of such unpaid
dividend to the said account. Therefore, there were no funds which were required to be
transferred to Investor Education and Protection Fund.
7. TRANSFER TO OTHER EQUITY:
The loss of the Company for the Financial Year ending on 31st March,
2024 is transferred to Profit and Loss account of the Company under Reserves and Surplus
(i.e. Other Equity).
8. WEBLINK FOR ANNUAL REPORT:
Pursuant to Section 92(3) read with Section134(3)(a) of the Act, the
Annual Return as on March 31, 2024 is available on the Company's website
www.software13.in
9. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE
FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL
YEAR TO WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT:
Change in Registered Office of the Company:
Board of Directors has approved Change in registered office of the
Company in their Board Meeting held on 7th December, 2024 from Plot No. OZ-13, Sipcot
Hi-Tech SEZ, Oragadam, Sriperumbudur, Kancheepuram, Tamil Nadu to No-42, Commercial
Complex, Hiranandani Parks, Senthamangalam Village, Greater Chennai, Vadakkupattu,
Kanchipuram, Chengalpattu, Tamil Nadu, India 603 204, w.e.f. 1st January, 2024.
Change in Corporate Office of the Company where Books of Accounts of
the Company are Kept & Maintained:
Board of Directors has approved Change in Corporate Office of the
Company where books of accounts of the Company are kept and maintained in their Board
Meeting held on 7th December, 2024 from Plot No. OZ-13, Sipcot Hi-Tech SEZ, Oragadam,
Sriperumbudur, Kancheepuram, Tamil Nadu to No-42, Commercial Complex, Hiranandani Parks,
Senthamangalam Village, Greater Chennai, Vadakkupattu, Kanchipuram, Chengalpattu, Tamil
Nadu, India 603 204, w.e.f. 1st January, 2024.
10. CHANGE IN THE NAME OF THE COMPANY:
The Name of the Company is changed from Datasoft Application Software
(India) Limited to Artificial Electronic Intelligent Material Limited in the
Extra-Ordinary General Meeting ("EGM") held on 11th May, 2024.
BSE had approved Name Change of the Company to Artificial Electronic
Intelligent Material Limited w.e.f. 12th July, 2024.
11. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS:
There are no significant material orders passed by the Regulators or
Courts or Tribunal, which would impact the going concern status of the Company and its
future operation.
12. BOARD MEETINGS AND ATTENDANCE:
The Directors of the Company met at regular intervals at least once in
a quarter with the gap between two meetings not exceeding 120 days to take a view of the
Company's policies and strategies apart from the Board Matters.
During the year under the review, the Board of Directors met 9 (Nine)
times viz., 26th May, 2023, 29th May, 2023, 14th August, 2023, 6th September, 2023, 10th
November, 2023, 11th November, 2023, 7th December, 2023, 14th February, 2024 and 23rd
March, 2024.
13. DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134 (3) (c) and 134 (5) of
the Companies Act, 2013, to the best of their knowledge and belief the Board of Directors
hereby submit that:
a. In the preparation of the Annual Accounts, for the year ended on
31st March, 2024 the applicable accounting standards have been followed and there are no
material departure 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 as at 31st March, 2024
and Profit and Loss of the Company for the financial year ended on 31st March, 2024.
c. The directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of Companies
Act, 2013 for safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities,
d. The Directors had prepared the Annual Accounts on a going concern
basis,
e. The Directors had laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and are
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.
14. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The provisions of section 135 of the Companies Act, 2013 is not
applicable to your Company as the Company does not fall under the criteria limits
mentioned in the said section of the Act.
Hence, the Company has not taken voluntary initiative towards any
activity mentioned for Corporate Social Responsibility.
15. COMMENT ON AUDITORS' REPORT:
There were no qualifications, reservations, adverse remarks or
disclaimer made by the Auditors in their report on the financial statement of the Company
for the financial year ended on 31st March, 2024. Maintenance of cost records as specified
under Companies Act, 2013 is not applicable to the Company.
16. PARTICULARS OF LOANS GIVEN, GUARANTEES GIVEN, INVESTMENTS MADE AND
SECURITIES PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT,2013:
The details of loans, investment, guarantees and securities covered
under the provisions of section 186 of the Companies Act, 2013 are provided in the
financial statement.
17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
All transactions to be entered by the Company with related parties will
be in the ordinary course of business and on an arm's length basis. However, the
Company has not entered into any related party transaction, as provided in Section 188 of
the Companies Act, 2013, with the related party. Hence, Disclosure as required under
Section 188 of the Companies Act, 2013 is not applicable to the Company.
18. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has in place adequate internal financial controls with
reference to financial statement across the organization. The same is subject to review
periodically by the internal audit cell for its effectiveness. During the financial year,
such controls were tested and no reportable material weaknesses in the design or
operations were observed. The Statutory Auditors of the Company also test the
effectiveness of Internal Financial Controls in accordance with the requisite standards
prescribed by ICAI. Their expressed opinion forms part of the Independent Auditor's
report.
Internal Financial Controls are an integrated part of the risk
management process, addressing financial and financial reporting risks. The internal
financial controls have been documented, digitized and embedded in the business processes.
Assurance on the effectiveness of internal financial controls is
obtained through management reviews, control self-assessment, continuous monitoring by
functional experts. We believe that these systems provide reasonable assurance that our
internal financial controls are designed effectively and are operating as intended.
During the year, no reportable material weakness was observed.
19. RESERVES & SURPLUS:
| Sr. No. Particulars |
(Rs. in Thousands) |
| 1. Balance at the beginning of the year |
(10,516) |
| 2. Current Year's Profit |
1,731 |
| 3. Amount of Securities Premium and other Reserves |
2 |
| Total |
(8785) |
20. FOREIGN EXCHANGE EARNINGS AND OUTGO:
| Foreign exchange earnings and outgo |
F.Y. 2023-24 |
F.Y. 2022-23 |
| a. Foreign exchange earnings |
Nil |
Nil |
| b. CIF value of imports |
Nil |
Nil |
| c. Expenditure in foreign currency |
Nil |
Nil |
21. DISCLOSURES RELATING TO HOLDING / SUBSIDIARY / ASSOCIATE COMPANY
AND JOINT VENTURES:
The Company does not have any Holding / Subsidiary/Associate Company
and Joint Venture.
22. SECRETARIAL STANDARDS:
During the year under review, the Company has complied with the
applicable Secretarial Standards issued by The Institute of Company Secretaries of India
(ICSI). The Company has devised proper systems to ensure compliance with its provisions
and is in compliance with the same.
23. STATEMENT ON ANNUAL EVALUATION MADE BY THE BOARD OF DIRECTORS:
The Board evaluated the effectiveness of its functioning, that of the
Committees and of individual Directors, pursuant to the provisions of the Act and SEBI
Listing Regulations. The Board sought the feedback of Directors on various parameters
including:
Degree of fulfillment of key responsibilities towards stakeholders (by
way of monitoring corporate governance practices, participation in the long-term strategic
planning, etc.); Structure, composition, and role clarity of the Board and Committees;
Extent of co-ordination and cohesiveness between the Board and its Committees;
Effectiveness of the deliberations and process management; Board / Committee culture and
dynamics; and Quality of relationship between Board Members and the Management.
The above criteria are broadly based on the Guidance Note on Board
Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.
The Chairman of the Board had one-on-one meetings with each Independent
Director and the Chairman of NRC had one-on-one meetings with each Executive and
Non-Executive, Non-Independent Directors. These meetings were intended to obtain
Directors' inputs on effectiveness of the Board/ Committee processes.
In a separate meeting of Independent Directors, performance of
Non-Independent Directors, the Board as a whole, and the Chairman of the Company was
evaluated, taking into account the views of Executive Directors and Non-Executive
Directors.
The Nomination and Remuneration Committee reviewed the performance of
the individual directors and the Board as a whole.
In the Board meeting that followed the meeting of the independent
directors and the meeting of Nomination and Remuneration Committee, the performance of the
Board, its committees, and individual directors was discussed.
The evaluation process endorsed the Board Members' confidence in
the ethical standards of the Company, the resilience of the Board and the Management in
navigating the Company during challenging times, cohesiveness amongst the Board Members,
constructive relationship between the Board and the Management, and the openness of the
Management in sharing strategic information to enable Board Members to discharge their
responsibilities and fiduciary duties.
The Board carried out an annual performance evaluation of its own
performance and that of its committees and individual directors as per the formal
mechanism for such evaluation adopted by the Board. The performance evaluation of all the
Directors was carried out by the Nomination and Remuneration Committee.
The performance evaluation of the Chairman, the Non-Independent
Directors and the Board as a whole was carried out by the Independent Directors. The
exercise of performance evaluation was carried out through a structured evaluation process
covering various aspects of the Board functioning such as composition of the Board &
committees, experience & competencies, performance of specific duties &
obligations, contribution at the meetings and otherwise, independent judgment, governance
issues etc.
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing
Obligation and Disclosure Requirements) Regulations, 2015, the Board has carried out the
annual performance evaluation of the Directors individually as well as evaluation of the
working of the Board by way of individual feedback from directors.
The evaluation frameworks were the following key areas:
a) For Non-Executive & Independent Directors:
Knowledge Professional Conduct
Comply Secretarial Standard issued by ICSI Duties Role and functions
b) For Executive Directors:
Performance as leader
Evaluating Business Opportunity and analysis of Risk Reward Scenarios
Key set investment goal Professional conduct and integrity Sharing of information with
Board. Adherence applicable government law
The Directors expressed their satisfaction with the evaluation process.
24. MANAGING THE RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS
PRACTICES:
A. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has established vigil mechanism and framed whistle blower
policy for Directors and employees to report concerns about unethical behavior, actual or
suspected fraud or violation of Company's Code of Conduct or Ethics Policy.
B. BUSINESS CONDUCT POLICY
The Company has framed "Business Conduct Policy". Every
employee is required to review and sign the policy at the time of joining and an
undertaking shall be given for adherence to the Policy. The objective of the Policy is to
conduct the business in an honest, transparent and in an ethical manner. The policy
provides for anti-bribery and avoidance of other corruption practices by the employees of
the Company.
25. 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.
26. LOANS FROM DIRECTOR / RELATIVE OF DIRECTOR:
During the year under review, the Company has not entered into any
materially significant related party transactions which may have potential conflict with
the interest of the Company at large. Suitable disclosures as required are provided in
AS-18 which is forming the part of the notes to financial statement.
27. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Directors and Key Managerial Personnel of the Company are
summarized below:
| Sr. No. Name |
Designation |
DIN / PAN |
| 1. Mr. Eswara Rao Nandam3,6,7 |
Non-Executive Director |
02220039 |
| 2. Ms. Uma Nandam4 |
Whole-time Director |
02220048 |
| 3. Mr. Vishaal Nandam6,7 |
Non-Executive Director |
07318680 |
| 4. Mr. Karuppannan tamilselvan2,5 |
Non-Executive Director |
09542029 |
| 5. Mr. Achal Kapoor2,5 |
Independent Director |
09150394 |
| 6. Ms. Preeti Garg2,5 |
Independent Director |
09662113 |
| 7. Ms. Uma Nandam |
Chief Financial Officer |
AFZPN3897G |
| 8. Ms. Pratibha Dhanuka |
Company Secretary |
AIXPB8241M |
| 9. Mr. Hidenobu Hitotsumatsu1 |
Independent Director |
08320813 |
| 10. Ms. Rapala Virtanen Tarja Hannele3 |
Independent Director |
09528399 |
1. Mr. Hidenobu Hitotsumatsu has resigned from the post of Independent
Director of the Company w.e.f. 25th May, 2023.
2. Mr. Achal Kapoor has been appointed as Additional Independent
Director, Ms. Preeti Garg has appointed as Additional Independent Director and Mr.
Karuppannan Tamilselvan as
Additional Non-Executive Director of the Company w.e.f. 29th May, 2023.
3. Mr. Eswara Rao Nandam has resigned from the post of Managing
Director of the Company and Ms. Rapala Virtanen Tarja Hannele has resigned from the post
of Independent Director of the Company w.e.f. 31st May, 2023.
4. Change in designation of Ms. Uma Nandam as Whole-time Director of
the Company w.e.f. 29th September, 2023.
5. Regularization of Mr. Karuppannan Tamilselvan as Non-Executive
Director, Mr. Anchal Kapoor as Independent Director and Ms. Preeti as Independent Director
of the Company w.e.f. 29th September, 2024.
6. Mr. Eswara Rao Nandam has been appointed as Additional Non-Executive
Director and Mr. Vishaal Nandam has been appointed as Additional Non-Executive Director of
the Company w.e.f. 23rd March, 2024.
7. Regularaization of Mr. Eswara Rao Nandam as Non-Executive Director
and Mr, Vishaal Nandam as Non-Executive Director of the Company w.e.f. 11th MAY, 2024.
Apart from the above changes, there were no other changes in the
composition of the Board of Directors of the Company during the Financial Year 2023-24 and
till the date of Board's Report.
As per Companies Act, 2013 the Independent Directors are not liable to
retire by rotation.
28. DECLARATION BY INDEPENDENT DIRECTORS:
Mr. Anchal Kapoor and Ms. Preeti, Independent Directors of the Company
have confirmed to the Board that they meet the criteria of Independence as specified under
Section 149 (6) of the Companies Act, 2013 and they qualify to be Independent Directors.
They have also confirmed that they meet the requirements of Independent Director as
mentioned under Regulation 16 (1)(b) of SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015. The confirmations were noted by the Board.
29. CORPORATE GOVERNANCE:
Since the paid-up Capital of Company is less than Rs. 10 Crores and
Turnover is less than Rs. 25 Crores therefore by virtue of Regulation 15 of SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015 the compliance with the
corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to
(i) of sub-regulation (2) of regulation 46 and Para C, D and E of Schedule V are not
applicable to the Company. Hence Corporate Governance does not form part of this
Board's Report.
30. DEPOSITS:
As per Section 73 of the Companies Act, 2013 the Company has neither
accepted nor renewed any deposits during the financial year. Hence the Company has not
defaulted in repayment of deposits or payment of interest during the financial year.
31. FORMAL ANNUAL EVALUATION PROCESS BY BOARD:
Pursuant to the provisions of the Companies Act, 2013 and Rules made
thereunder, the Board has carried the evaluation of its own performance, performance of
Individual Directors, Board Committees, including the Chairman of the Board on the basis
of attendance, contribution towards development of the Business and various other criteria
as recommended by the Nomination and Remuneration Committee of the Company. The evaluation
of the working of the Board, its committees, experience and expertise, performance of
specific duties and obligations etc. were carried out. The Directors expressed their
satisfaction with the evaluation process and outcome.
In a separate meeting of Independent Directors i.e. held on 31st March,
2024 the performances of Executive and Non- Executive Directors were evaluated in terms of
their contribution towards the growth and development of the Company. The achievements of
the targeted goals and the achievements of the Expansion plans were too observed and
evaluated, the outcome of which was satisfactory for all the Directors of the Company.
32. STATUTORY AUDITOR:
M/s. D. G. M. S. & Co., Chartered Accountants, (FRN: 112187W),
Jamnagar, were appointed as the Statutory Auditors of the Company. The Auditor's
report for the Financial Year ended 31st March, 2024 has been issued with an unmodified
opinion, by the Statutory Auditors.
33. SECRETARIAL AUDITOR:
The Board of Directors pursuant to Section 204 of the Companies Act,
2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, has appointed Mr. Darshan Kinkhabwala, Proprietor of M/s.
Kinkhabwala & Associates, Company Secretaries, Ahmedabad as a Secretarial Auditor of
the Company to conduct Secretarial Audit for the Financial Year 2023-24.
The Secretarial Audit Report for the Financial Year 2023-24 is annexed
herewith as Annexure II in Form MR-3. There are no adverse observations in the
Secretarial Audit Report which call for explanation.
34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report as required under Regulation
34 and Schedule V of the SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015 forms an integral part of this Report, and provides the Company's
current working and future outlook as per Annexure I to this Report.
35. DISCLOSURES:
A. Composition of Audit Committee:
During the year under review, meetings of members of the Audit
committee as tabulated below, were held on 29th May, 2023, 14th August, 2023, 11th
November, 2023, and 14th February, 2024 the attendance records of the members of the
Committee are as follows:
| Name |
Status |
No. of the Committee Meetings entitled |
No. of the Committee Meetings attended |
| Mr. Hidenobu Hitotsumatsu1 |
Chairman |
0 |
0 |
| Ms. Rapala Virtanen Tarja Hannele2 |
Member |
1 |
1 |
| Mr. Eswara Rao Nandam2 |
Member |
1 |
1 |
| Mr. Achal Kapoor3 |
Chairman |
1 |
1 |
| Ms. Preeti Garg4 |
Member |
1 |
1 |
| Mr. Karuppannan Tamilselvan4 |
Member |
1 |
1 |
1 Mr. Hidenobu Hitotsumatsu has resigned from the post of chairman of
the Audit Committee w.e.f. 25th May, 2023.
2 Ms. Rapala Virtanen Tarja Hannele and Mr. Eswara Rao Nandam had
resigned as members of the Audit Committee w.e.f. 31st May, 2023. 3 Mr. Achal Kapoor has
been appointed as chairman of the Audit Committee w.e.f. 29th May, 2023. 4 Mr. Karuppannan
Tamilselvan and Ms. Preeti Garg were appointed as members of the Audit Committee w.e.f.
29th May, 2023.
B. Composition of Nomination and Remuneration Committee:
During the year under review, meetings of the members of the Nomination
and Remuneration committee, as tabulated below, were held on 29th May, 2023, 6th
September, 2023 and 23rd March, 2024 the attendance records of the members of the
Committee are as follows:
| Name |
Status |
No. of the Committee Meeting entitled |
No. of Committee Meeting attended |
| Mr. Hidenobu Hitotsumatsu1 |
Chairman |
1 |
1 |
| Ms. Rapala Virtanen Tarja Hannele2 |
Member |
1 |
1 |
| Ms. Preeti Garg3 |
Chairman |
3 |
3 |
| Mr. Achal Kapoor4 |
Member |
3 |
3 |
| Mr. Karuppannan Tamilselvan4 |
Member |
3 |
3 |
1Mr. Hidenobu Hitotsumatsu and Ms. Rapala Virtanen Tarja Hannele had
resigned as chairman and member in the Nomination and Remuneration Committee w.e.f. 25th
May, 2023 and 31st May, 2023 respectively. 2 Ms. Preeti Garg was appointed as chairman of
the Nomination and Remuneration Committee w.e.f. 29th May, 2023. 3 Mr. Achal Kapoor and
Mr. Karuppannan Tamilselvan had been appointed as members of the Nomination and
Remuneration Committee w.e.f. 29th May, 2023.
C. Composition of Stakeholders' Relationship Committee:
During the year under review, meetings of members of Stakeholders'
Relationship committee as tabulated below, were held on 6th September, 2023 and the
attendance records of the members of the Committee are as follows:
| Name |
Status |
No. of the Committee Meeting entitled |
No. of Committee Meeting attended |
| Mr. Hidenobu Hitotsumatsu1 |
Chairman |
0 |
0 |
| Ms. Rapala Virtanen Tarja Hannele2 |
Member |
0 |
0 |
| Mr. Eswara Rao Nandam2 |
Member |
0 |
0 |
| Ms. Preeti Garg3 |
Chairman |
1 |
1 |
| Mr. Achal Kapoor4 |
Member |
1 |
1 |
| Mr. Karuppannan Tamilselvan4 |
Member |
1 |
1 |
1 Mr. Hidenobu Hitotsumatsu has resigned as chairman in the
Stakeholders' Relationship Committee w.e.f. 25th May, 2023.
2 Ms. Rapala Virtanen Tarja Hannele and Mr. Eswara Rao Nandam had
resigned as members of the Stakeholders' Relationship Committee w.e.f. 31st May,
2023. 3 Ms. Preeti Garg was been appointed as chairman of the Stakeholders'
Relationship Committee w.e.f. 29th May, 2023. 4 Mr. Achal Kapoor and Mr. Karuppannan
Tamilselvan were appointed as members of the Stakeholders' Relationship Committee
w.e.f. 29th May, 2023.
36. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:
The Company has always been committed to provide a safe and conducive
work environment to its employees. Your Directors further state that during the year under
review there were no cases filed pursuant to the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 as confirmed by the Internal Complaints
Committee as constituted by the Company.
37. INDUSTRIAL RELATIONS:
The Directors are pleased to report that the relations between the
employees and the management continued to remain cordial during the year under review
38. MAINTENANCE OF COST RECORDS:
According to information and explanation given to us, the Central
Government has not prescribed maintenance of cost records under section 148(1) of the Act
in respect of activities carried out by the Company.
39. DEMATERIALISATION OF EQUITY SHARES:
As per direction of the SEBI, the shares of the Company are under
compulsory demat form. The Company has established connectivity with both the Depositories
i.e., National Securities Depository Limited ("NSDL") and Central Depository
Services (India) Limited ("CDSL") and the Demat activation number allotted to
the Company is ISIN: INE072B01027. Presently shares are held in electronic and physical
mode.
40. INSOLVENCY AND BANKRUPTCY CODE:
There is no application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.
41. POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION:
The Remuneration policy is directed towards rewarding performance based
on review of achievements on a periodical basis. The remuneration policy is in consonance
with the existing industry practice and is designed to create a high-performance culture.
It enables the Company to attract, retain and motivate employees to achieve results. The
Company has made adequate disclosures to the members on the remuneration paid to Directors
from time to time. The Company's Policy on director's appointment and remuneration
including criteria for determining qualifications, positive attributes, independence of a
director and other matters provided under Section 178 (3) of the Act is available on the
website of the Company at
42. VALUATION AMOUNT ON ONE TIME SETTLE AND MENT VALUATION WHILE
AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:
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 is not applicable to the Company.
43. ACKNOWLEDGEMENTS:
Your Directors would like to express their sincere appreciation for the
co-operation and assistance received from the Bankers, Regulatory Bodies, Stakeholders
including Financial Institutions, Suppliers, Customers and other business associates who
have extended their valuable sustained support and encouragement during the year under
review.
Your Directors take this opportunity to recognize and place on record
their gratitude and appreciation for the commitment displayed by all executives, officers
and staff at all levels of the Company. We look forward for the continued support of every
stakeholder in the future.
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