To,
The Members,
BIZOTIC COMMERCIAL LIMITED
Your directors have pleasure in presenting their NINTH Annual Report of the company
along with audited accounts for the year ended on 31st March, 2025. During the
year the company earned a net profit of Rs. 428.61 Lakh. We hope that we will be able to
achieve better results in the next financial year.
1. FINANCIAL PERFORMANCE AT A GLANCE
The company has made a Net Profit of Rs. 428.61 Lakh for the Financial Year ended on 31st
March, 2025.
| Sr. No. Particulars |
2024 - 25 (Amount in Lakh.) |
2023 - 24 (Amount in Lakh.) |
| 01 Sales |
11,194.68 |
7142.60 |
| 02 Profit before exceptional, extraordinary items and Taxation |
628.92 |
403.14 |
| 03 Extraordinary items |
- |
- |
| 04 Profit Before Tax |
628.92 |
403.14 |
| 05 Current tax |
100 |
100 |
| 06 Differed tax |
100.30 |
-5.24 |
| 07 Net Profit /Loss (After I. Tax) |
428.61 |
308.38 |
2. OPERATIONAL PERFORMANCE
During under the review, the total turnover of the Company for the year ended on 31st
March, 2025 of Rs. 11,194.68 Lakhs compared to Rs. 7142.60 Lakhs achieved during the
previous year. So, the turnover increased by approximately 56.73%. The Net Profit for the
year also increased significantly, reaching Rs. 428.61 lakhs as against Rs. 308.38 lakhs
in the previous year, marking a growth of approximately 38.99%.
3. TRANSFER TO GENERAL STATUTORY RESERVE
During the financial year 2024-25 the Company has transferred Rs. 428.61 Lakhs to
Reserves and Surplus
4. CHANGE IN THE NATURE OF BUSINESS, IF ANY
The Company is engaged in Manufacturing and trading business of men's readymade
garments and fabrics on wholesale as well as retail basis. There was no change in the
nature of business of the Company during the Financial Year 2024-25.
5. DIVIDEND
With a view of expanding the business, your directors do not recommend any dividend for
the year.
6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTAION AND PROTECTION FUND (IEPF)
The provisions of Section 125(2) of the Companies Act, 2013 are not applicable, as no
dividend was declared or paid during the previous financial year
7. MATERIAL CHANGES AND COMMITMENTS:
There were no material changes in the Company during the period 2024 - 25.
8. LISTING WITH STOCK EXCHANGE:
During the period under review, Bizotic Commercial Limited was listed on the BSE SME
Platform of the BSE Limited. The company has paid the Annual Listing Fees for the year
2025-26 to BSE Limited.
9. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION
No material orders were passed by any court, tribunal, or other authority during the
period under review.
10. DETAILS IN RESPECT TO ADEQUACY OF INTERNAL CONTROLS
The Company has built adequate internal control systems towards achieving efficiency
and effectiveness in operations, optimum utilization of resources, cost
reduction and effective monitoring thereof as well as compliance with all applicable
laws.
The internal control mechanisms comprise a well-defined organization structure,
documented policy guidelines, pre-determined authority levels and processes commensurate
with size and capacity of the organization, faster decision making and fixing the level of
responsibility.
The senior management members meet frequently and undertake extensive checks and report
to management. The Board reviews the internal reports and periodically reviews the
adequacy of internal controls.
11. HOLDING COMPANY
The Company does not have any Holding Company.
12. DETAILS OF HOLDING SUBSIDIARIES, TOINT VENTURES AND ASSOCIATE COMPANIES
The company does not have any holding, Subsidiary, Joint Ventures and Associates
Company.
13. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND
TOINT VENTURE COMPANIES
This Clause is not applicable to the company.
14. INDEPENDENT DIRECTOR
The Company has complied with the definition of Independence according to the
provisions of Section 149(6) of the Companies Act, 2013 and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015. The Company has also obtained declarations
from all Independent Directors pursuant to Section 149(7) of the Companies Act, 2013 and
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All
Independent Directors have provided declarations that they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
15. PUBLIC DEPOSITS
During the year under review, Company has not accepted any deposits from the public
within the meaning of Section 73 of the Companies Act, 2013, read with the Companies
(Acceptance of Deposit) Rules, 2014 made there-under and, as such, no amount of principal
or interest was outstanding on the date of the Balance Sheet and also on the date of this
Report.
16. SHARE CAPITAL
A. AUTHORIZED SHARE CAPITAL
During the year under review, there was no change in authorized share capital of the
Company.
The authorized share capital of the Company remained at Rs. 9,00,00,000, divided into
90,00,000 equity shares of Rs. 10/- each.
As on the end of the financial year i.e. 31st March, 2025, the authorized
share capital of the Company was Rs. 9,00,00,000 divided in to 90,00,000 equity shares of
Rs. 10/- each.
B. PAID-UP SHARE CAPITAL
During the year under review, there was no change in paid-up share capital of the
Company.
The paid-up share capital of the company remained at ?8,04,00,000 divided in to
80,40,000 equity shares of ?10/- each.
As on the end of the financial year i.e. 31st March, 2025, the paid-up share
capital of the Company was ?8,04,00,000 divided by the 80,40,000 equity share of ?10/-
each.
Shareholding as on 31.03.2025:
C. ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS
During the year, the company has not issued any equity shares with differential rights
pursuant to Section 43 of the Companies Act, 2013 read with Rule 4(4) of the Companies
(Share Capital and Debentures) Rules, 2014, therefore, no disclosure is required to be
given.
D. ISSUE OF EMPLOYEE STOCK OPTIONS
During the year, the company has not issued any stock options to its employees pursuant
to Section 62(1)(b) read with Rule 129(9) of the Companies (Share Capital and Debentures)
Rules, 2014, therefore, no disclosure is required to be given.
E. ISSUE OF SWEAT EQUITY SHARES
During the year, the company has not issued any sweat equity shares pursuant to Section
54 of the Companies Act, 2013 read with Rule 8(13) of the Companies (Share Capital and
Debentures) Rules, 2014, therefore, no disclosure is required to be given.
F. PURCHASE OF ITS OWN SECURITIES BY THE COMPANY
During the year, the company has not purchased its own securities pursuant to Section
68 of the Companies Act, 2013 read with Rule 17 of the Companies (Share Capital and
Debentures) Rules, 2014, therefore, no disclosure is required to be given.
17. AUDITORS STATUTORY AUDITORS
During the financial year 2024-25, M/s D G M S & Co., Chartered Accountants (FRN:
112187W) resigned from the position of Statutory Auditors of the Company. Their
resignation was accepted by the Board of Directors with effect from 25th
October, 2024. The Board places on record its sincere appreciation for the professional
services rendered by M/s D G M S & Co. during their association with the Company.
Pursuant to the applicable provisions of the Companies Act, 2013, the members of the
Company, through postal ballot passed on 9th January, 2025, approved the
appointment of M/s J SINGH & ASSOCIATES, Chartered Accountants (FRN: 110266W) as
the Statutory Auditors of the Company for a period of one year to conduct the statutory
audit for the financial year 2024-25. The remuneration of the Statutory Auditors shall be
as mutually agreed upon between the Board of Directors and the Auditors, in addition to
the reimbursement of applicable taxes and actual out- of-pocket expenses incurred in
connection with the audit of the accounts of the Company.
Pursuant to the provisions of Section 139, 142 and all other applicable provisions, if
any, of the Companies Act, 2013 and Rules framed thereunder (including any statutory
modification(s) or re-enactment thereof for the time being in force), the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 and upon recommendation of the Audit Committee, M/S. J. SINGH & ASSOCIATES
CHARTERED ACCOUNTANTS, (FRN: 110266W), be and is hereby appointed as the Statutory
Auditors of the Company for a term of 5 (five) years i.e. from the financial year
2024-2025 to financial year 2028-29 at such remuneration as may be approved by the Audit
Committee/ Board of Directors of the Company from time to time."
AUDITORS' REPORT
All observations made in the Auditors' Report and notes forming part of the Financial
Statements are self-explanatory and do not call for any further comments. The Statutory
Auditors have not made any qualifications or reservations in their Independent Auditors'
Report.
The financial statements of the Company have been prepared in accordance with Indian
Accounting Standards (Ind AS) notified under section 133 of the Act. The Company has
received an unmodified opinion in the Auditors' Report for the financial year 2024-25.
SECRETARIAL AUDITOR
Pursuant to the Regulation 24A & other applicable provisions of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 ("SEBI Listing Regulations") read with Circulars issued thereunder from
time to time and Section 204 and other applicable provisions of the Companies Act, 2013,
if any read with Rule 9 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 ("the Act"), CS JINANG DINESHKUMAR SHAH, Practicing
Company Secretaries, Proprietor of M/S JINANG SHAH & ASSOCIATES be and is hereby
appointed as Secretarial Auditor of the Company for a period of 5 consecutive years, from
the financial year 2025-26 to the financial year
2029-2030 ('the Term'), on such terms & conditions, including remuneration as may
be determined by the Board of Directors (hereinafter referred to as the 'Board' which
expression shall include any Committee thereof or person(s) authorized by the Board).
The Secretarial Audit Report are self-explanatory and does not contain any
qualification, reservation, adverse remarks or disclaimers except the following
observations:
• Ms. Shivani Maheshkumar Vyas having Membership No.: A49742 was resigned from the
post of Company Secretary & Compliance Officer of the Company w.e.f. 30th
April, 2024 and Mr. Ankitkumar Chaudhary having Membership No: A72281 was appointed as the
Company Secretary & Compliance Officer of the Company w.e.f. 24th
September, 2024. This caused delay in filling the vacancy of the Company Secretary &
Compliance Officer of the Company within the stipulated time of three months as provided
in the Regulation 6(1A) of the LODR Regulations.
Board's Explanation:
With regards to filling the vacancy of the Compliance Officer & Company Secretary
of the Company beyond the stipulated period of 3 months. The Company has made continuous
efforts for finding another suitable candidate for the post of the Compliance Officer
& Company Secretary of the Company.
The Secretarial Audit Report MR-3 (Annexure-II) has been filed with the Stock Exchange
and is also disclosed on the website of the Company at www.bizoticgroup.com
18. WEBSITE
In compliance with the Regulation 46 of SEBI (Listing Obligation and Disclosure
Requirements) Regulations 2015 the Company has maintained a functional website namely
www.bizoticgroup.com containing information about the Company.
19. EXTRACT OF ANNUAL RETURN
Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act read with
Rule 12 of the Companies (Management and Administration) Rules, 2014 (including amendments
thereof) notified by MCA, the Annual Return of the Company for the financial year ended
March 31, 2025, is hosted on the website of the Company at www.bizoticgroup.com
20. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of the Company has been duly constituted in accordance with the applicable
provisions of the Companies Act, 2013.
There were changes in the composition of Board & KMP during the year and from the
end of financial year 2025 up to the date of this report.
The resignation of Ms. Shivani Maheshkumar Vyas, Company Secretary, was accepted on 30th
April, 2024. Subsequently, Mr. Ankitkumar Chaudhary was appointed as the Company Secretary
and Compliance Officer of the Company with effect from 24th September, 2024.
And further the resignation of Mr. Ankitkumar Chaudhary was accepted on 28th
February, 2025.
As on 31st March, 2025, The Board of Directors and Key Managerial Personnel
consists of following members: -
| Sr. No Name |
Designation |
DIN/PAN |
Date of Appointment |
| 1. Inderpreet Kaur Gulati |
CFO |
AJZPG1780F |
31/01/2023 |
| 2. Inderpreet Kaur Gulati |
Director |
09213754 |
30/09/2022 |
| 3. Sanjaykumar Mahavirprasad Gupta |
Chairman & Managing Director |
07610448 |
29/12/2016 |
| 4. Hareshkumar Shamjibhai Suthar |
Non-Executive Independent Director |
08388083 |
31/12/2022 |
| 5. Avani Ashwinkumar Shah |
Non-Executive Independent Director |
09608898 |
31/12/2022 |
| 6. Juhi Sawajani |
Non-Executive Independent Director |
09811893 |
31/12/2022 |
As on the date of this Report, the Board of Directors of the Company comprises 5 (Five)
Directors, which includes 3 (Three) Non-Executive Independent Directors, 1 (One) Executive
Director, and 1 (One) Managing Director.
In addition, the Key Managerial Personnel (KMPs) of the Company include 1 (One)
Managing Director, 1 (One) Chief Financial Officer (CFO), and 1 (One) Company Secretary
and Compliance Officer.
The following changes occurred in the Key Managerial Personnel and Board composition
during the year under review:
• Ms. Shivani Maheshkumar Vyas, Company Secretary and Compliance Officer of the
Company, resigned with effect from 30th April, 2024.
• Mr. Ankitkumar Chaudhary was appointed as the Company Secretary and Compliance
Officer with effect from 24th September, 2024. Further he resigned from the
said position with effect from 28th February, 2025,
• Mr. Mohit Kailashchandra Agarwal was appointed as the Non-Executive Director
with effect from 24th August, 2022 and resigned from the said position with
effect from 1st January, 2025.
• Ms. Bhavika Jain was appointed as Company Secretary and Compliance Officer of
the Company with effect from 23rd May, 2025.
21. DIRECTOR RETIRING BY ROTATION
Mr. Inderpreet Kaur Gulati (DIN: 09213754) Executive Director and is retiring by
rotation at the ensuing Annual General Meeting. Being eligible, they offer herself for
re-appointment pursuant to the provisions of Section 152 of the Companies Act, 2013.
22. MEETINGS OF BOARD OF DIRECTORS
The Company conducted 11 (Eleven) Board Meetings during the financial year under
review. The intervening gap between any two consecutive Board Meetings did not exceed 120
days, in compliance with the provisions of Section 173(1) of the Companies Act, 2013.
| Sr. No. Type of Meeting |
Date of Meeting |
| 1. Board Meeting |
30.05.2024 |
| 2. Board Meeting |
18.06.2024 |
| 3. Board Meeting |
07.09.2024 |
| 4. Board Meeting |
24.09.2024 |
| 5. Board Meeting |
25.10.2024 |
| 6. Board Meeting |
20.11.2024 |
| 7. Board Meeting |
23.11.2024 |
| 8. Board Meeting |
13.12.2024 |
| 9. Board Meeting |
18.01.2025 |
| 10. Board Meeting |
04.02.2025 |
| 11. Board Meeting |
06.03.2025 |
23. MEMBER'S MEETING
The Company had conducted 02 (Two) General Meetings of the shareholders during
financial year under review
| Sr. No. Type of Meeting |
Date of Meeting |
| 1. Annual General Meeting |
30.09.2024 |
| 2. Extra-Ordinary General Meeting by |
09.01.2025 |
| Postal Ballot |
|
24. COMMITTEE MEETING
As on 31st March, 2025, the Board had three Committees namely, Audit
Committee, Nomination and Remuneration Committee and Stakeholder's Relationship Committee.
The Composition of all the Committees is in line with the requirement of the Act. During
the year, all the recommendations made by the Committees were approved by the Board.
I. AUDIT COMMITTEE:
The Audit Committee is having following member.
| SR NO. NAME |
DIN |
POSITON IN COMMITTEE |
NATURE OF DIRECTORSHIP |
| 1 Mr. Haresh Suthar |
08388083 |
Non-Executive and Independent Director |
Chairman |
| 2 Ms. Juhi Sawajani |
09811893 |
Non-Executive and Independent Director |
Member |
| 3 Ms. Inderpreet Kaur Gulati |
09213754 |
Director and CFO |
Member |
The terms of reference of the Audit Committee are in conformity with the provisions of
Section 177 and other applicable provisions of the Companies Act, 2013 and the Rules made
thereunder. During the year under review, Four Audit Committee Meetings was held which was
attended by all the members of Audit Committee
| Sr. No. Type of Meeting |
Date of Meeting |
| 1. Meeting of Audit Committee |
30.05.2024 |
| 2. Meeting of Audit Committee |
07.09.2024 |
| 3. Meeting of Audit Committee |
10.12.2024 |
| 4. Meeting of Audit Committee |
04.02.2025 |
II. NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee is having following member.
| SR NO. NAME |
DIN |
POSITON IN COMMITTEE |
NATURE OF DIRECTORSHIP |
| 1 Mr. Haresh Suthar |
08388083 |
Non-Executive and Independent Director |
Chairman |
| 2 Ms. Avani Ashwinkumar Shah |
09608898 |
Non-Executive and Independent Director |
Member |
| 3 Ms. Juhi Sawajani |
09811893 |
Non-Executive and Independent Director |
Member |
The terms of reference of the Nomination and Remuneration Committee are in conformity
with the provisions of Section 178 of the Companies Act, 2013 and Rules made thereunder.
During the year under review, two meetings of Nomination and Remuneration Committee were
held. which were attended by all the members of Nomination and Remuneration Committee.
| Sr. No. Type of Meeting |
Date of Meeting |
| 1. Meeting of Nomination and Remuneration Committee |
30.05.2024 |
| 2. Meeting of Nomination and Remuneration Committee |
10.12.2024 |
III. STAKEHOLDER'S RELATIONSHIP COMMITTEE
The Stakeholder's Relationship Committee is having following member.
| SR NO. NAME |
DIN |
POSITON IN COMMITTEE |
NATURE OF DIRECTORSHIP |
| 1 Ms. Juhi Sawajani |
09811893 |
Non-Executive and Independent Director |
Chairman |
| 2 Ms. Avani Ashwinkumar Shah |
09608898 |
Non-Executive and Independent Director |
Member |
| 3 Ms. Inderpreet Kaur Gulati |
09213754 |
Director and CFO |
Member |
The terms of reference of the Stakeholder's Relationship Committee are in conformity
with the provisions of the Companies Act, 2013 and Rules made thereunder. During the year
under review, one meetings of Stakeholder's Relationship Committee were held which were
attended by all the members of Nomination and Remuneration Committee.
| Sr. No. Type of Meeting |
Date of Meeting |
| 1. Meeting of Stakeholder's Relationship Committee |
30.05.2024 |
| 2. Meeting of Stakeholder's Relationship Committee |
10.12.2024 |
25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY
There were no loans, guarantees or investments made by the Company under Section 186 of
the Companies Act, 2013 during the year under review and therefore no disclosure is
required to be made.
26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the year, the Company has entered into any contract or arrangements with the
Related Parties during the year under Section 188 read with section 2 (76) of the
Companies Act, 2013.
Accordingly, the disclosure of such transactions in Form AOC-2, pursuant to Section
134(3)(h) of the Act, is applicable and is provided separately, forming an integral part
of this Report-Annexure-IV
27. REMUNERATION PAID TO DIRECTORS & PARTICULERS OF EMPLOYEES:
A) Executive Directors: The remuneration paid to the Executive Directors for the
financial year ended on 31st March 2025 is as follows:
• Mr. Sanjay Mahavirprasad Gupta, Managing Director: Salary of ?12,00,000 ;
• Ms. Inderpreet Kaur Gulati, Chief Financial Officer (CFO): Salary of ?1,50,000
B) Non-Executive Directors: The Company has paid sitting fees for attending the
meetings of the Board and/or Committees thereof, to all Non-executive Directors, namely:
• Ms. Juhi Sawajani- Non-Executive Independent Director of the Board: Rs. 48,000
(Forty-Eight Thousand)
• Ms. Avani Ashwinkumar Shah - Non-Executive Independent Director: Rs. 48,000
(Forty-Eight Thousand)
• Mr. Hareshkumar Shamjibhai Suthar - Non-Executive Independent Director: Rs.
48,000 (Forty-Eight Thousand)
Non-executive Directors did not have any other material pecuniary relationship or
transaction vis-a-vis the Company during the year except as stated above.
Disclosure under Section 197(12) and Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules 2014.
> Ratio of remuneration of each director to the median remuneration of the employees
of the company for the financial year ended on 31st March, 2025: NIL
> The percentage increase in remuneration of each director, CFO, CEO, Company
Secretary or Manager, if any, in the financial year 2024-25: NIL
> Percentage increase in median remuneration of employees in the financial year
2024- 25: NIL
> The number of permanent employees on the rolls of the Company as at March 31,
2025: 45
Affirmation that the remuneration is as per the remuneration policy of the company:
Pursuant to Rule 5(1)(Xii) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, it is affirmed that the remuneration paid to the Directors, Key
Managerial Personnel and senior management is as per the Remuneration Policy of the
Company.
28. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR
DISCLAIMERS MADE BY THE STATUTORY AUDITORS OR SECRETARIAL AUDITOR IN THEIR REPORT
These were no qualifications, reservations or adverse remarks made by the Statutory
Auditors in their report.
The provisions relating to submission of Secretarial Audit Report is applicable to the
Company and forms part of this Annual Report in Annexure-II.
Auditor's Comments:
Ms. Shivani Maheshkumar Vyas tendered her resignation on 30th April, 2024 from the post
of Company Secretary of the company.
Mr. Ankitkumar Chaudhary has been appointed as company secretary and compliance officer
of the company in the meeting held on 24th September, 2024.
This caused delay in filling the vacancy of the Company Secretary & Compliance
Officer of the Company within the stipulated time of three months as provided in the
Regulation 6(1A) of the LODR Regulations.
Board's Explanation:
Auditor's observation is self-explanatory and does not require any further explanation
from the Board. With regards to filling the vacancy of the Compliance Officer &
Company Secretary of the Company beyond the stipulated period of 3 months.
The Company has made continuous efforts for finding another suitable candidate for the
post of the Compliance Officer & Company Secretary of the Company.
29. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company does not meet the criteria for CSR as prescribed under section 135 and
schedule VII of the Act and the rules prescribed there under. Hence, the disclosure of the
details about the policy developed and implemented by The Company on CSR initiatives taken
during the financial year is not applicable.
30. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of clause (c) of subsection (3) of Section 134 of the
Companies Act, 2013, the Board of Directors of the Company informed the members that:
(i) In the preparation of the annual accounts for the Financial Year ended on 31st
March, 2025. the applicable accounting standards had been followed along with proper
explanation relating to material departures;
(ii) 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 and loss of the company for that period,
(iii) The directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for safeguarding
the assets of the company and for preventing and detecting fraud and other irregularities;
(iv) The directors had prepared the annual accounts on a going concern basis; and
(v) 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; and
(vi) internal financial controls have been laid down to be followed by the Company and
that such internal financial controls are adequate and were operating effectively
31. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT:
The Company has adopted the policies and procedures for ensuring the orderly and
efficient conduct of its business, including adherence to the Company's policies, the
safeguarding of its assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records and the timely preparation of reliable
financial information.
The Company has in place adequate internal financial controls with reference to
financial statements. The Company's internal control systems, including internal financial
controls, are commensurate with the nature of its business and the size and complexity of
its operations and the same are adequate and operating effectively. These systems are
periodically tested and no reportable material weakness in the design or operation was
observed. The Audit Committee reviews adequacy and effectiveness of the Company's internal
control system including internal financial controls.
32. SEBI COMPLAINTS REDRESS SYSTEM (SCORES)
The investor complaints are processed in a centralized web-based complaints redressal
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 SEBI SCORES Portal and makes every effort to resolve all investor
complaints received through SCORES portal or otherwise within the statutory time limit
from the receipt of the complaint. During the financial year 2024-25, the Company received
1 (One) investor complaint through the SCORES portal, which has been resolved within the
prescribed timeframe.
33. GREEN INITIATIVE
In compliance with Regulation 36 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 Notice of the AGM along with the Annual Report 2024-25 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 2024-25 will also be available on the Company's website www.bizoticgroup.com
34. CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING
The Board of Directors has adopted the Insider Trading Policy in accordance with the
requirement of the Securities & Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015. The Insider Trading Policy of the Company lays down guidelines
and procedures to be followed and disclosures to be made while dealing with shares of the
Company as well as consequences of disclosures to be made while dealing with shares of the
Company as well as consequences of violation. The Policy has been formulated to regulate,
monitor and ensure reporting of deals by employees and to maintain the highest ethical
standards of dealing in Company's shares.
The Insider Trading Policy of the Company covering the "Code of practices and
procedures for Fair disclosures of unpublished price sensitive information" is
available on the website www.bizoticgroup.com.
35. STRUCTURED DIGITAL DATABASE (SDD)
Maintenance of Structured Digital Database ("SDD") has been mandatory since
April 1, 2019 in view of the relevant provisions under the SEBI (Prohibition of Insider
Trading) Regulations, 2015 ('PIT Regulations'). The Company Have Installed SDD Services.
The Company regularly updates entries in this software and submitted report quarterly to
stock exchanges under Regulation 3(5) & (6) of SEBI PIT Regulations.
36. INSOLVENCY AND BANKRUPTCY CODE, 2016
The Details 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
During the financial year 2024-25, no application was made, nor was any proceeding
initiated or pending under the Insolvency and Bankruptcy Code, 2016 by any Financial
and/or Operational Creditors against the Company.
As on the date of this report, there are no applications or proceedings pending
against the Company under the Insolvency and Bankruptcy Code, 2016.
37. BOARD EVALUTION
This year too, the Board of Directors went through an elaborate process of evaluating
its own effectiveness. Accordingly, formal evaluation of Board's, it's Committee and
Directors performance is carried out annually. This was designed to ensure, amongst other
things, that the Board, its Committees and each Director continue to contribute
effectively.
As per Section 134(3)(p) of the Act, a statement indicating the manner in which formal
annual evaluation was made by the Board of their performance and that of its Committees
and individual Directors, has to be furnished to the Members as part of the Board's
Report.
As per provisions of Section 178(2) of the Act, Nomination and Remuneration Committee
shall specify the manner for effective evaluation of performance of Board, its Committees
and individual Directors to be carried out. Further, the Independent Directors, as part of
their mandate under Schedule IV of the Act, need to make an evaluation of performance of
the Board, it's Committee and constituents of the Board apart from their self-evaluation.
Under this process, a structured questionnaire was prepared after taking into
consideration inputs received from the Directors, setting out parameters of evaluation;
the questionnaire for evaluation is to be filled in, consolidated and discussed with the
Chairman. The evaluation by the Independent Directors has been undertaken at the time of
appointment. The Board of Directors undertook evaluation of Independent Directors at their
meeting held on 10th December, 2024 and 04 th February, 2025 and
placed on its record that the Independent Directors have the requisite qualification,
expertise and track record for performing their duties as envisaged under the Law, and
they add value in the decision-making process of the Board.
The criteria for evaluation of performance of Directors, the Board as a whole and the
Board's Committee, as specified by Nomination and Remuneration Committee was done.
38. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO
The particulars as required under the provisions of Section 134(3)(m) of the Companies
Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 in respect of
conservation of energy and technology absorption have not been furnished considering the
nature of activities undertaken by the Company during the year under review.
> ENERGY CONSERVATION
i. The steps taken or impact on conservation of energy- The operations of your Company
are not energy intensive. However,
adequate measures have been initiated to reduce energy consumption.
ii. The steps taken by the company for utilizing alternate sources of energy - The
operations of your Company are not energy intensive.
iii. The capital investment on energy conservation equipment's- NIL
> TECHNOLOGY ABSORPTION, ADAPTATION & INNOVATION
i. The efforts made towards technology absorption -NONE.
ii. The benefits derived like product improvement, cost reduction,
product development or import substitution - NOT
APPLICABLE.
iii. In case of imported technology (imported during the last three years reckoned from
the beginning of the financial year
a) The details of technology imported- NONE
b) The year of import- NOT APPLICABLE
c) Whether the technology been fully absorbed- NOT
APPLICABLE
d) If not fully absorbed, areas where absorption has not taken place, and the reasons
thereof - NOT APPLICABLE
iv. The expenditure incurred on Research and Development -NIL
39. PARTICULARS OF EMPLOYEES
During the year under review, no employee was in receipt of remuneration exceeding the
limits as prescribed under provisions of Section 197 of the Companies Act, 2013 and Rule
5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.The information pursuant to Section 197 of the Companies Act, 2013 read with Rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
relating to median employee's remuneration is made available at the corporate office of
the Company during working hours for a period of twenty-one (21) days before the date of
the meeting.
40. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
The Company has always believed in providing a safe and harassment-free workplace for
every individual working in the Company. The Company has complied with the applicable
provisions of the aforesaid Act, including constitution of the Internal Complaints
Committee. The Company has in place an Anti-Sexual Harassment Policy in line with the
requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. All employees (permanent, contractual, temporary and trainees) are
covered under this Policy. The Policy is gender neutral. We are pleased to inform you that
no complaints pertaining to sexual harassment were received during the Financial Year
2024-25.
41. RISK MANAGEMENT
Risk Management is the process of identification, assessment and promotion of asks
followed by coordinated efforts to minimize, monitor and mitigate/control the probability
and/or impact of unfortunate events or to maximize the realization of opportunities. The
Company ensures risks are identified by the Company and its mitigation process/measures
are formulated in the areas from time to time, as may be required.
42. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
The Company has a 'Whistle Blower Policy'/'Vigil Mechanism' in place. The objective of
the Vigil Mechanism is to provide the employees, Directors, customers, contractors and
other stakeholders of the Company an impartial and fair avenue to raise concerns and seek
their redressal, in line with the Company's commitment to the highest possible standards
of ethical, moral and legal business conduct and fair dealings with all its stakeholders
and constituents and its commitment to open communication channels. The Company is also
committed to provide requisite safeguards for the protection of the persons who raise such
concerns from reprisals or victimization, for whistle blowing in good faith. The Board of
Directors affirms and confirms that no personnel have been denied access to the Audit
Committee.
The Policy contains the provision for direct access to the Chairman of the Audit
Committee in appropriate or exceptional cases.
43. COMPLIANCE WITH THE SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY
SECRETARIES OF INDIA (ICSI)
The Company has complied with all the applicable and effective secretarial standards
issued by the Institute of Company Secretaries of India (SS-1 & SS-2) and notified by
the Central Government.
44. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB SECTION (12) OF SECTION
143 "OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT”
No matters of actual or alleged fraud have been reported by the auditors under
subsection (12) of Section 143 of the Companies Act, 2013.
45. HUMAN RESOURCES:
The Company has established an organization structure that is agile and focused on
delivering business results. With regular communication and sustained efforts, it is
ensuring that employees are aligned on common objectives and have the right information on
business evolution.
46. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND
EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS
The provisions of Section 149 pertaining to the appointment of Independent Directors
are apply to the Company. Ms. Avani Ashwinkumar Shah, Ms. Juhi Sawajani and Mr.
Hareshkumar Shamjibhai Suthar were appointed as Independent and Non- Executive Director of
the company with effect from 31st December, 2022.
The Independent Directors met on 10th December, 2024 and 04th
February,2025, inter- alia, to discuss the quality, quantity and timeliness of flow of
information between the Company Management and the Board of Directors that is necessary
for the Board of Directors to effectively and reasonably perform their duties. All the
Independent Directors were present at the Meeting.
47. DISCLOSURE, AS TO WHETHER MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL
GOVERNMENT UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013, IS REQUIRED BY
THE COMPANY AND ACCORDINGLY SUCH ACCOUNTS AND RECORDS ARE MADE AND MAINTAINED
The provisions of Section 148(1) of the Companies Act 2013 read with the Companies
(Cost Records and Audit) Rules, 2014, the maintenance of cost records is not mandated for
the products manufactured by the Company.
48. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END
OF THE FINANCIAL YEAR
During the year under review, the Company has not filed any application nor as having
any pending proceedings under the Insolvency and Bankruptcy Code, 2016.
49. CORPORATE GOVERNANCE:
In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
exempts companies which have listed their specified securities on SME Exchange from
compliance with corporate governance provisions.
Since the equity share capital of your Company is listed exclusively on the SME
Platform of BSE, the Company is exempted from compliance with Corporate Governance
requirements, and accordingly the reporting requirements like Corporate Governance Report,
Business Responsibility Report etc. are not applicable to the Company.
50. 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
This Clause is not applicable to the company.
51. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of Regulation 34 read with Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 the Management Discussion and Analysis Report,
which gives a detailed account of state of affairs of the Company's operations forms part
of this Annual Report above referred report is being placed herewith here with at Annexure
-III.
52. OTHER DISCLOSURES/REPORTING:
The Directors state that disclosure or reporting is required in respect of the
following items as there is an events/instances/transactions occurred on these items
during the year under review:
Material changes and commitments as the Company continues to maintain its strong
position on the BSE platform, reflecting the sustained trust and confidence of its
stakeholders and investors over the years.
a) Details relating to deposits covered under Chapter V of the Act;
b) Voting rights which are not directly exercised by the employees in respect of shares
for the subscription/purchase of which loan was given by the Company (as there is no
scheme pursuant to which such persons can beneficially hold shares as envisaged under
section 67(3)(c) of the Act);
c) Significant or material orders were passed by the Regulators or Courts or Tribunals
which impact the going concern status and Company's operations in future; and
d) Details in respect of frauds reported by the Auditors under section 143(12) other
than those which are reportable to the Central Government, as there were no such frauds
reported by the Auditors
53. CAUTIONARY STATEMENTS:
Statements in this Annual Report, particularly those which relate to Management
Discussion and Analysis describing the Company's objectives, projections, estimates and
expectations may constitute forward looking statements" within the meaning of
applicable laws and regulations. Actual results might differ materially from those either
expressed or implied in the statement depending on the circumstances.
54. ACKNOWLEDGEMENT
We thank our customers, vendors, investors, service providers and bankers for their
support during the year, without the respective contributions of which, the Company would
not have been able to reach the current position. We are humble in acknowledging the
participation and involvement of each one of them, and due to the existence of several
such parties, your directors do not intend making any special mention of any one or few of
them, but however, expect the continued co-operation and involvement with company's
activities in the future as well. We place on record our appreciation of the contribution
made by our employees at all levels. Our consistent growth was made possible by their hard
work, leadership, co-operation and support.
Your directors wish to thank the Government Authorities and the various Government
Agencies for their support and valuable guidance provided to the Company and look forward
to their continued support in the future.
| For and on Behalf of the Board of Directors of |
| BIZOTIC COMMERCIAL LIMITED |
| SANJAYKUMAR MAHAVIRPRASAD GUPTA |
| MANAGING DIRECTOR |
| DIN: 07610448 |
| PLACE: AHMEDABAD |
| DATE: 03.09.2025 |
|