To, The Members of FAZE THREE Autofab Limited
Your Directors are pleased to present the 26th Annual Report
of your Company containing the business performance and the Audited Financial Statements
for the year ended on March 31, 2023.
1. FINANCIAL HIGHLIGHTS:
The performance of the Company for the financial year ended March 31,
2023 is summarized below:
| Particulars |
For the year ended 31.03.2023 |
For the year ended 31.03.2022 |
| Revenue from operations |
168.47 |
196.03 |
| Other Income |
0.68 |
0.52 |
| Total Income |
169.15 |
196.55 |
| Less: Expenses |
(153.53) |
(171.86) |
| Profit before Depreciation, Interest and Tax (PBDIT) |
15.62 |
24.69 |
| Less: |
|
|
| Finance Cost/ Interest |
3.39 |
4.18 |
| Depreciation & Amortization Expense |
5.26 |
5.42 |
| Profit before taxation |
6.97 |
15.09 |
| Less: Provision for taxation |
2.57 |
2.14 |
| Profit for the year carried to Balance Sheet |
4.40 |
12.95 |
The above figures are extracted from the financial statements prepared
in compliance with Indian Accounting Standards (‘Ind AS'). The Financial
Statements of the Company complied with all aspects of Ind AS notified under Section 133
of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules,
2015, as amended from time to time and other relevant provisions of the Companies Act,
2013.
2. KEY HIGHLIGHTS OF THE FINANCIAL PERFORMANCE:
The Revenue from Operations for the year ended March 2023 stood at Rs.
168.47 Cr. versus Rs 196.03 Cr. for the year ended March 2022. Further the Net Profit for
the year ended March 2023 stood at Rs. 4.40 Cr. as compared to net profit of Rs. 12.95 Cr.
for the year ended March 2022.
The PBDIT figures for the year stood at Rs. 15.62 Crores as compared to
Rs. 24.69 Crores in the previous financial year.
3. WEB ADDRESS OF ANNUAL RETURN:
Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act,
2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the
copy of the Annual Return as on March 31, 2023 (excluding the details pertaining to the
Annual General Meeting of the Company for the Financial Year 2022-2023 i.e. Attendance of
Directors at the Annual General Meeting as same is not available as on the date of this
Report) is available on the Company's website at
http://www.fazethreeautofab.com/web/investor/4corporategovernance.html
By virtue of amendment to Section 92(3) of the Companies Act, 2013 and
rule 12 of the Companies (Management and Administration) Rules, 2014, the Company is not
required to provide extract of Annual Return (Form MGT-9) as part of the Director's
Report.
4. CHANGE IN THE NATURE OF THE BUSINESS:
There were no changes in the nature of business during the year under
review as prescribed in Rule 8 of the Companies (Accounts) Rules, 2014.
5. DIVIDEND:
Your Board of Directors have not recommended any dividend for the
Financial Year. In terms of the provisions of Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, there is no unpaid /
unclaimed dividend which is pending to be transferred during the year to the Investor
Education and Protection Fund.
6. RESERVES:
There were no appropriations to reserves/ general reserves during the
year under review. The closing balance of the retained earnings of the Company for the FY
2022-23 is Rs. 15.37 Crores.
7. CHANGE IN SHARE CAPITAL:
The Paid-up Share Capital as on March 31, 2023 is Rs. 10,72,32,070
comprising 1,07,23,207 Equity Shares of Rs. 10/- each. There has been no change in the
capital structure of the Company during the year.
The Company has not issued any shares with differential voting during
the year under review. The Company has neither issued any shares nor granted any Stock
Options nor any Sweat Equity Shares during the year.
8. DISCLOSURE ON ACCOUNTING TREATMENT:
The Company has not used any differential treatment which is not in
compliance with accounting standards and the financials of the Company depict a true and
fair view of the state of affairs of the Company.
9. DIRECTORS & KEY MANAGERIAL PERSONNEL:
The Board as on March 31, 2023 comprised of 6 (Six) Directors out of
which 3 (Three) are Independent Directors, 1 (One) is Non-Executive and Non-Independent
Director and 2 (Two) are Executive Directors including one Managing Director.
The following persons are the Key Managerial Personnel of the Company
as on March 31, 2023 pursuant to Section 2 (51) and Section 203 of the Companies Act, 2013
read with the Rules framed thereunder:
1. Mr. Ajay Anand Managing Director
2. Mr. V. Sivakumar Whole Time Director and Chief Financial Officer
3. Mr. Akram Sati Company Secretary and Compliance Officer
The Company has complied with the requirements of having Key Managerial
Personnel as per the provisions of Section 203 of the Act.
Appointments and Resignation of Directors and Key Managerial Personnel
During the period under review, following changes have occurred:
1. Mrs. Rashmi Anand (DIN: 00366258), Non-Executive Non-Independent
Director who was liable to retire by rotation was re-appointed at the 25th
Annual General Meeting of the Members of the Company held on September 20, 2022.
2. Mr. Roshan Gupta (ACS: 61123), Company Secretary and Compliance
Officer of the Company tendered his resignation from the position with effect from the
closing hours of February 2, 2023. The Board wishes to place on record its appreciation
for the services rendered by Mr. Roshan Gupta during his tenure.
3. Mr. Akram Sati (ACS: 50020) was appointed as the Company Secretary
and Compliance Officer of the Company with effect from February 3, 2023.
In accordance with Section 152 of the Companies Act, 2013 and the rules
framed thereunder, Mr. Viswanathan Sivakumar (DIN: 09211111), Whole-Time Director &
CFO retires by rotation at the ensuing Annual General Meeting and being eligible offers
himself for re-appointment.
The Board of Directors, on the recommendation of the Nomination and
Remuneration Committee, at its meeting held on August 14, 2023 has approved the
re-appointed Mr. Viswanathan Sivakumar (DIN: 09211111) as Whole-Time Director designated
as ‘Executive Director & CFO' for a further period of three years with
effect from June 25, 2024, subject to the approval of members by passing a Special
Resolution. Therefore, the approval of members for the re-appointment of Mr. Viswanathan
Sivakumar is proposed at the ensuing Annual General Meeting of the Company.
The Board is of the opinion that the Independent Directors holding
office during the year hold highest standards of integrity and possess requisite expertise
and experience required to fulfill their duties as Independent Directors.
10. DECLARATION FROM INDEPENDENT DIRECTORS:
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 under Section 149(6) of the Companies Act, 2013 and Regulation
16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
("SEBI Listing Regulations") and they have registered themselves with the
Independent Director's Database maintained by the Indian Institute of Corporate
Affairs.
11. CONFIRMATION AND CERTIFICATION:
On an annual basis, the Company obtains from each Director, details of
the Board and Board Committee positions he / she occupies in other Companies, and changes
if any regarding their Directorships. The Company has obtained a certificate from M/s. A.
D. Parekh & Associates, Practicing Company Secretaries, under Regulation 34(3) and
Schedule V Para C Clause (10)(i) of the SEBI Listing Regulations confirming that none of
the Directors on the Board of the Company have been debarred or disqualified from being
appointed or continuing as Directors of the Company by the SEBI and Ministry of Corporate
Affairs or any such authority and the same forms part of this Report.
12. FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS:
Pursuant to the SEBI Listing Regulations, the Company has worked out a
Familiarisation Programme for the Independent Directors, with a view to familiarise them
with their role, rights and responsibilities in the Company, nature of Industry in which
the Company operates, business model of the Company, etc.
The policy for Familiarisation Programme for the Independent Directors
is available on the website of the Company at
http://www.fazethreeautofab.com/web/investor/4corporategovernance.html .
13. DETAILS OF BOARD MEETINGS:
The Board of Directors of your Company met 6 (Six) times during the
Financial Year ended March 31, 2023. The details of Board Meetings and the attendance of
the Directors there at are provided in the Corporate Governance Report. The intervening
time gap between two consecutive Meetings were within the period prescribed under the
Companies Act, 2013 and SEBI Listing Regulations.
14. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirements under Section 134(3)(c) of the Companies
Act, 2013, the Directors hereby confirm and state:
i. that in the preparation of the Annual Financial Statements for the
year ended March 31, 2023, the applicable accounting standards have been followed along
with proper explanation relating to material departures, if any;
ii. that such accounting policies as mentioned in Notes to Financial
Statements have been selected and applied 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 March 31, 2023 and of the profit and loss of the Company for the year
ended on that date;
iii. that proper and sufficient care exists 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;
iv. that the Annual Financial Statements have been prepared on a going
concern basis; and
v. that proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively; vi. that proper systems
to ensure compliance with the provisions of all applicable laws were in place and were
adequate and operating effectively.
15. ANNUAL PERFORMANCE EVALUATION OF BOARD:
Pursuant to the provisions of the Companies Act, 2013, and the
corporate governance requirements as prescribed by SEBI Listing Regulations, the Board of
Directors has carried out an annual evaluation of its own performance as a whole, the
directors individually as well as the evaluation of the working of its Committees.
The performance of the Board was evaluated by the Board after seeking
inputs from all the directors on the basis of criteria such as the board composition and
structure, effectiveness of board processes, information and functioning, etc. Performance
evaluation of independent directors was done by the entire Board, excluding the
independent director being evaluated.
The performance of the Committees was evaluated by the Board after
seeking inputs from the committee members on the basis of criteria such as the composition
of committees, effectiveness of committee meetings, etc.
In a separate meeting of independent directors, performance of
non-independent directors, the Board as a whole and Chairman of the Company was evaluated,
considering the views of executive directors and non-executive directors.
The Board and the Nomination and Remuneration Committee reviewed the
performance of individual directors on the basis of criteria such as the contribution of
the individual director to the board and committee meetings like preparedness on the
issues to be discussed, meaningful and constructive contribution and inputs in meetings,
etc. The Board of Directors expressed their satisfaction with the evaluation process.
16. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL
PERSONNEL AND PARTICULARS OF
EMPLOYEES:
Disclosure of particulars of remuneration of employees as stipulated by
section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed to the
Report as ‘Annexure - A'. The information required pursuant to Section
197 of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be
provided on request. In terms of Section 136 of the Act, the reports and accounts are
being sent to the shareholders and others entitled thereto, excluding the said
information, which will be made available for inspection by the shareholders in electronic
mode, up to the date of AGM. Members can inspect the same by sending an email to the
Company Secretary in advance at cs@fazethreeautofab.com.
Further as on March 31, 2023, the Company has no employee who
i. if employed throughout the financial year, was in receipt of
remuneration for that year, in the aggregate, more than Rs. 102 Lacs, or
ii. If employed for part of the financial year, was in receipt of
remuneration for any part of that year, at a rate which, in aggregate, more than Rs. 8.50
Lacs per month.
iii. if employed throughout the financial year or part thereof, was in
receipt of remuneration in that year which, in the aggregate, or as the case may be, at a
rate which, in the aggregate, is in excess of that drawn by the managing director or
whole-time director or manager and holds by himself or along with his spouse and dependent
children, not less than two percent of the equity shares of the company.
17. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:
The Company's management is responsible for establishing and
maintaining an adequate system of internal financial control over financial reporting. The
Company has in place adequate systems of internal control commensurate with its size and
the nature of its operations. These 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 unauthorised use or losses,
excluding transaction with proper authorization and ensuring compliance of corporate
policies. Your Company remains committed to improve the effectiveness of internal control
systems for business processes with regard to its operations, financial reporting and
compliance with applicable laws and regulations.
18. DETAILS OF SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES:
As on date the Company does not have any Subsidiary/ Associates/ Joint
Venture company.
19. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
The particulars of loans, guarantees and investments covered under
Section 186 of the Companies Act, 2013 form a part of the Notes to Financial Statements
provided in this Annual Report.
20. DEPOSITS:
During the year under review, your Company has not accepted any
deposits within the meaning of Sections 73 and 76 of the Companies Act, 2013 read with the
Companies (Acceptance of Deposits) Rules, 2014, hence there are no details to disclose as
required under Rule 8(5) (v) and (vi) of the Companies (Accounts) Rules, 2014.
21. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE
COMPANY:
The Company has received Initial Public Announcement dated May 15,
2023, made by Keynote Financial Services Limited, Manager to the Offer, for and on behalf
of Mr. Ajay Brijlal Anand ("Acquirer" or "Promoter") and Mrs.
Rashmi Anand ("PAC 1"), Mr. Sanjay Anand ("PAC 2"),
Mr. Vishnu Anand ("PAC 3"), Ms. Rohina Anand ("PAC 4"), Ajay Anand
(HUF) ("PAC 5"), Instyle Investments Private Limited ("PAC 6") and
Anadry Investments Private Limited ("PAC 7") as persons acting in concert with
the Acquirer (collectively referred to as the "PACs"), in accordance with
Regulation 8 of the SEBI Delisting Regulations to express the Acquirer's intention
to: (a) acquire all the Equity Shares that are held by Public Shareholders, either
individually or collectively, as the case may be; and (b) consequently voluntarily delist
the Equity Shares from the stock exchange where Equity Shares are presently listed i.e.,
BSE Limited ("BSE"), by making a delisting offer in accordance with the
Delisting Regulations ("Initial Public Announcement").
The said Voluntary Delisting offer has been approved by the Board of
Directors at its Meeting held on May 22, 2023 and also has been approved by the
Shareholders of the Company through Postal Ballot on June 30, 2023. Further, the Company
is in process of undertaking further action with respect to the said Voluntary Delisting
offer in accordance with the Securities and Exchange Board of India (Delisting of Equity
Shares) Regulations, 2021, as amended from time to time.
Apart from the above, there were no material changes and commitments,
affecting the financial position of the Company, which has occurred between the end of the
financial year of the Company, i.e., March 31, 2023 till the date of this Report.
22. CORPORATE SOCIAL RESPONSIBILITY STATEMENT (CSR):
In compliance with the requirements of Section 135 of the Act read with
the Companies (Corporate Social Responsibility) Rules, 2014, the Board of Directors have
constituted a Corporate Social Responsibility (CSR) Committee. The details of membership
of the Committee and the meetings held are detailed in the Corporate Governance Report,
forming part of this Report.
During the FY 2022-23, the Company was required to spend Rs 26,86,209/-
towards the CSR contribution. The Board of Directors of the Company pursuant to the Rule
7(3) of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and on the
recommendation of the CSR Committee, approved to the set off the excess available CSR
contribution against the CSR contribution to be spent in FY 2022-23.
The annual report on Corporate Social Responsibility activities, as
required under Sections 134 and 135 of the Companies Act, 2013 read with Rule 8 of the
Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies
(Accounts) Rules, 2014, is annexed herewith and marked as ‘Annexure B' to
this Report.
In accordance with the provisions of Section 135 of the Companies Act,
2013 read with the Companies (Corporate Social Responsibility Policy) Amendment Rules,
2014, as amended, Board on the recommendation of CSR Committee has amended/updated the CSR
Policy of the Company and posted on its website at:
https://www.fazethreeautofab.com/web/investor/5policies.html
23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ETC. & FOREIGN
EXCHANGE EARNINGS AND
OUTGOINGS:
The information as required under Section 134(3)(m) of the Companies
Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 with respect to
conservation of energy, technology absorption and foreign exchange earnings and outgo is
annexed to this report as ‘Annexure C'.
24. RISK MANAGEMENT POLICY:
There is a continuous process for identifying, evaluating and managing
significant risks faced through a risk management process designed to identify the key
risks faced by the Company to ensure that risk is controlled by the management through the
means of a properly laid-out framework.
25. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:
Pursuant to the provisions of the Companies Act, 2013 and the SEBI
Listing Regulations, the Company has in place Nomination and Remuneration Policy
(‘Policy'), which sets out the criteria for appointment, removal and
remuneration of the Directors, Key Managerial Personnel (KMP) and Senior Management
Personal (SMP). The policy also lays down the evaluation criteria for performance
evaluation of Board, its Committees and individual directors.
The salient features of the Policy are:
It acts as a guideline for matters relating to appointment,
re-appointment and removal of Directors, KMP and SMP.
It contains guidelines for determining qualifications, positive
attributes for Directors, KMP and SMP and independence of a Director.
It lays down the criteria for Board Membership.
It sets out the approach of the Company on Board diversity.
It lays down the criteria for determining independence of a Director,
in case of appointment of an Independent Director.
The policy is available at
https://www.fazethreeautofab.com/web/investor/5policies.html
26. VIGIL MECHANISM / WHISTLE-BLOWER POLICY:
Your Company has in place Whistle-Blower Policy (‘Policy'),
to provide a formal mechanism to its employees for communicating instances of unethical
behavior, actual or suspected fraud or violation of the company's code of conduct or
ethics policies, improper practices or any other alleged wrongful conduct in the Company.
The Policy provides for a mechanism to report such concerns to the Chairman of the Audit
Committee through specified channels. It also ensures adequate safeguards against
victimization of such employees who use this mechanism. During the year under review, no
concern from any whistle-blower has been received by the Company. The whistle-blower
policy is available at Company's website at
https://www.fazethreeautofab.com/web/investor/5policies.html
27. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS OF THE COMPANY AND ITS FUTURE
OPERATIONS:
There were no significant and material orders passed by the regulators/
courts/ tribunals, which may impact the going concern status and the Company's
operations in the future.
28. AUDITORS:
a. Statutory Auditors
M/s. Thakur Vaidyanath Aiyar & Co., Chartered Accountants,
Mumbai (FRN: 000038N) were appointed as the Statutory Auditor of the Company at the 25th
Annual General Meeting (AGM) of the Company held on September 20, 2022 for a period of 5
(Five) consecutive years and who shall be holding office up to the ensuing 30th Annual
General Meeting of the Company, to be held in calendar year 2027.
The Auditor's Report on financial statements of the Company for
the financial year 2022-23, as submitted by M/s. Thakur Vaidyanath Aiyar & Co., does
not contain any qualifications, reservations or adverse remarks and are self-explanatory.
There have been no instances of fraud reported by the Auditors under
Section 143(12) of the Act and Rules framed thereunder either to the Company or to the
Central Government.
b. Secretarial Auditor
Pursuant to the provisions of Section 204 of Companies Act, 2013 and
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company had appointed M/s. A. D. Parekh & Associates, Practicing Company Secretaries
to undertake Secretarial Audit for the FY 2022-23 which, inter alia, includes audit of
compliance with the Companies Act, 2013, and the Rules made thereunder, SEBI Listing
Regulations and other Regulations and Acts applicable to the Company. The Secretarial
Audit Report for the financial year ended March 31, 2023 is annexed to this Report as ‘Annexure
- D'.
The Secretarial Auditor has also issued Annual Secretarial Compliance
Report for the financial year ended March 31, 2023 as required under regulation 24A of
SEBI Listing Regulations. Both Secretarial Audit Report and Annual Secretarial Compliance
Report does not contain any qualification, reservation, adverse remark or disclaimer.
Upon recommendation of Audit Committee, the Board at their meeting held
on May 3, 2023 has re-appointed M/s. A. D. Parekh & Associates, Practicing Company
Secretaries, as the Secretarial Auditor of the Company to carry out the secretarial audit
for the financial year 2023-24.
29. FRAUD REPORTED BY THE AUDITORS, IF ANY:
Pursuant to the provision of Section 143(12) of the Companies Act,
2013, during the year under review, the Auditors of the Company have not reported to the
audit committee, any instances of fraud committed against the Company by its officers or
employees, the details of which would need to be mentioned in this Report.
30. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:
In compliance with Regulation 34 read with Schedule V of the SEBI
Listing Regulations, Company's Corporate Governance Report forms part of this Annual
Report as ‘Annexure - E'.
Further all the Board members and Senior Management personnel have
affirmed compliance with the Code of Conduct for the financial year 2022-23. A declaration
to this effect signed by the Managing Director of the Company also forms part of this
Annual Report.
A Certificate from Practicing Company Secretary regarding the
compliance with the conditions of Corporate Governance as stipulated under Regulation 34
read with Schedule V of the SEBI Listing Regulations is annexed to this Report.
31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report in accordance with
Regulation 34 read with Schedule V of SEBI Listing Regulations forms part of this Annual
Report as ‘Annexure - F'.
32. PARTICULARS OF CONTRACTS / ARRANGEMENTS WITH RELATED PARTIES:
During the financial year, the Company has entered into transactions
with related parties as defined under Section 2(76) of the Act and Listing Regulations.
All related party transactions were carried out at arm's length price and in the
ordinary course of business.
The Members of the Company, vide resolution passed through the postal
ballot on December 14, 2022, approved the potential Material Related Party Transactions
under the Regulation 23 of the Listing Regulations, with Faze
Three Limited for FY 2022-23 and FY 2023-24, at an arm's length
basis and in the ordinary course of business.
All Related Party Transactions are approved by Audit Committee. Prior
omnibus approval is obtained from the Audit Committee in respect of the transactions which
are repetitive in nature. The transactions entered into pursuant to omnibus approval so
granted are reviewed on a quarterly basis by the Audit Committee.
As per the SEBI Listing Regulations, if any related party transaction
exceeds Rs 1,000 crore or 10% of the annual consolidated turnover as per the last audited
financial statement whichever is lower, would be considered as material and require
Members approval. In this regard, during the year under review, the Company had taken
necessary Members approval. However, there were no material transactions of the Company
with any of its related parties as per the Act. Therefore, the disclosure of Related Party
Transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not
applicable to the Company for FY23 and, hence, the same is not required to be provided.
Suitable disclosure as required by the Indian Accounting Standards (IND
AS 24) has been made in the notes to the Financial Statements. The Company shall seek
shareholders' approval for material related party transactions proposed to be entered
in the upcoming financial year in the ensuing AGM.
The Policy on materiality of related party transactions and dealing
with related party transactions as approved by the Board is available at
http://www.fazethreeautofab.com/web/investor/5policies.html
33. POLICIES UNDER LISTING REGULATIONS:
The SEBI Listing Regulations mandated the formulation of certain
policies for all listed Companies which are as under.
a. Documents Retention & Archival Policy' as per Regulation 9
and Regulation 30 which may be viewed at
http://www.fazethreeautofab.com/web/investor/5policies.html
b. Policy for determining Materiality of events / information' as
per Regulation 30 which may be viewed at
http://www.fazethreeautofab.com/web/investor/5policies.html
c. Policy for determining material subsidiary' as per Regulation
16(1)(c) of the Listing Regulations which may be viewed at
http://www.fazethreeautofab.com/web/investor/5policies.html
34. COMPLIANCE OF SECRETARIAL STANDARDS OF ICSI:
During the year under review, the Company has complied with the
applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
35. COST RECORDS & COST AUDIT:
The cost records are maintained by the Company however, Cost Audit is
not applicable to the Company for the FY 2022-23.
36. DISCLOSURE AS PER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE
(PREVENTION PROHIBITION AND
REDRESSAL) ACT, 2013:
Pursuant to sub-rule (x) of rule 8 of the Companies (Accounts)
Amendment Rules, 2018, the Company has complied with provisions relating to the
constitution of Internal Complaints Committee under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013. There were no complaints
received during the year.
37. GENERAL:
Your Directors state that no disclosure or reporting is required with
respect to the following items as there were no transactions on these items during the
year under review:
a. of application made or any proceeding pending under the insolvency
and bankruptcy code, 2016 during the year along with their status as at the end of the
financial year.
b. The requirement to disclose the details of difference between amount
of the valuation done at the time of onetime settlement and the valuation done while
taking loan from the Banks or Financial Institutions along with the reasons thereof, is
not applicable.
38. ACKNOWLEDGEMENT:
Your Directors take this opportunity to place on record their sincere
appreciation for the excellent support provided by Bankers, Government authorities, all
stakeholders and business associates. The Board also express its sincere appreciation and
support extended by the Shareholders during the year under review and also acknowledges
the dedicated efforts put in by the employees at all levels.
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