To, Dear Shareholders,
The Directors of your Company have pleasure in presenting their Thirty Second Annual
Report on the business and operations of the Company and Audited Accounts for the
financial year ended on 31st March 2024.
FINANCIAL RESULTS:
The Company's financial performance, for the year ended March 31, 2024 is summarized
below:
|
Current Year |
Previous Year |
|
(Rs. In lakhs) |
(Rs. In lakhs) |
| Sales and Other Income |
1924.97 |
839.49 |
| Profit/(loss) Before Tax |
(455.59) |
(41.38) |
| Less : Provision of Taxation |
0 |
0 |
| Net Profit /(Loss) for the year |
(455.60) |
(41.38) |
| Total comprehensive income |
(455.60) |
(41.47) |
STATE OF COMPANY'S AFFAIRS AND FINANCIAL PERFORMANCE:
The Company has achieved total revenue of Rs. 1924.97 Lakhs as against that of Rs.
839.49 Lakhs in the previous year. The Profit/ (loss) before Tax for the year amounts to
Rs. (455.59) Lakhs against that of Rs. (41.38) Lakhs in the previous year. The Profit/
(loss) after tax amounted to Rs. (455.60) Lakhs against that of Rs. (41.38) Lakhs in the
previous year. Your Directors are striving hard to improve performance of the Company.
CHANGE IN NATURE OF BUSINESS, IF ANY:
During the Financial Year 2023-24, the Company has changed its nature of business and
undertook the business of trading in Agro commodities. The Company has changed its Main
Object clause with approval of members in the AGM held on 30th September, 2023.
CHANGES IN SHARE CAPITAL:
There were no changes in share capital of the Company during the year under review. The
Authorised Share Capital of the Company was Rs.10,00,00,000/- divided into equity shares
of 1,00,00,000 of Rs. 10/- each and Paid Up Equity Share Capital was Rs. 8,75,00,000/-
divided into equity shares of 87,50,000 of Rs. 10/- each.
Further, as on date of report Board of Directors in their meeting held on 28th
August, 2024 approved the Right Issue of Equity Shares upto Rs. 49.00 Crores.
SHIFTING OF REGISTERED OFFICE:
During the year under review the registered office of the Company was shifted from 32,
Venus Atlantis Alfa Bazar Survey No.12, B/s. Reliance Petrol Pump, Anandnagar Road,
Vejalpur, Ahmedabad, Gujarat- 380015 to 1001, Shitiratna, 10th floor,
Panchvati, Ellisbridge, Ahmedabad, Gujarat- 380006, India with effect from 25th
July, 2023.
ALTERATION OF MEMORANDUM OF ASSOCIATION:
During the year under review the Company has change its Main Object Clause in the
Memorandum of Association of the company.
As on the date of this report, Board of Directors in their Meeting held on 28th
August, 2024 altered the Memorandum of Association of the company as follows:
1. Increased Authorised Share Capital of the Company from from Rs. 10,00,00,000/-
(Rupees Ten Crores Only) divided into 1,00,00,000 (One Crore Only) Equity Shares of Rupee
10/- (Rupees Ten Only) each to Rs. 60,00,00,000/- (Rupees Sixty Crores Only) divided into
6,00,00,000 (Six Crores Only) Equity Shares of Rupee 10/- (Rupees Ten Only) each.
2. Amend the Memorandum of Association of the company as per the provisions of the
Companies Act, 2013.
subject to approval of Shareholders in ensuing 32nd AGM..
ALTERATION OF ARTICLES OF ASSOCIATION:
During the year under review the Company has not made any changes in the Articles of
Association of the company.
As on the date of this report, Board of Directors in their Meeting held on 28th
August, 2024 altered the Articles of Association of the company as follows:
New Set of Articles of Association ("AOA") as per the provisions of the
Companies Act, 2013 subject to approval of Shareholders in ensuing 32nd AGM.
DIVIDEND:
In view of losses, Your Directors are unable to recommend any Dividend on the Equity
Shares in view of the present financial position of the Company.
TRANSFER TO RESERVES:
During the year under review, no transfer to reserves was carried out.
RELATED PARTY TRANSACTIONS:
During the financial year 2023-24, there are no transactions with the Related Parties
as defined under Section 2(76) of the Companies Act, 2013 read with Companies
(Specification of Definitions Details) Rules, 2014 and Regulation 23 of the Securities
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 were entered in the ordinary course of business and on an arm's length basis.
There were no materially significant related party transactions with the Company's
Promoters, Directors, Management or their relatives, which could have had a potential
conflict with the interests of the Company. The Related Party Transaction Policy has been
uploaded on the website of the Company at www.eurekaindustries.in under shareholders/
Related Party Transaction Policy link.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES
ACT, 2013:
Particulars of loans given, investments made, guarantees given and securities provided
during the year under review and as covered under the provisions of Section 186 of the
Companies Act, 2013 have been disclosed in the notes to the financial statements forming
part of the Annual Report.
MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL
Changes in the Board of Directors during the year under review and upto the date of
Board Report are as follows:
Appointment of Directors:
The Board of Directors at their meeting held on 25th July, 2023 approved
appointment of Mr. Altaf Husain (DIN: 10232858) as Additional Non-Executive Director of
the company subsequently he was regularized as Non-Executive Director of the company with
the approval of members in the Annual General Meeting of the Company held on 30th
September, 2023. Further he retires by rotation in terms of the Articles of Association of
the Company. However, being eligible he offers himself for reappointment.
The Board of Directors at their meeting held on 25th July, 2023 approved
appointment of Ms. Mamta Prahlad Nishad (DIN: 10232506) as Additional Executive Director
of the company subsequently She was regularized and appointed as Managing Director of the
company w.e.f. 21st August 2023 for five years with the approval of members in
the Annual General Meeting of the Company held on 30th September, 2023.
The Board of Directors at their meeting held on 21st August 2023 approved
appointment of Ms. Madhu Devi (DIN: 10267719), Mr. Vinay Nishad (DIN: 10268007) and Mr.
Rakesh Kumar (DIN: 10269583) appointed as an Additional Non-Executive Independent Director
of the company with effect from 21/08/2023. Subsequently they were regularized as
Non-Executive Independent Director of the company with the approval of members in the
Annual General Meeting of the Company held on 30th September, 2023.
Further approval of members accorded in the Annual General Meeting held on 30th
September, 2023 for appointment of Mr. Bhoomit Shailendrasinh Chaudhary (DIN: 09827837) as
a Non-Executive Director of the Company.
The Board of Directors at their meeting held on 08th August, 2024 approved
appointment of Mr. Amitkumar Pradipbhai Sur (DIN: 02351343) as Additional Non-Executive
Director of the company and Mr. Darshak Shah (DIN: 10735398) as Additional Executive
Director of the Company subject to approval of members in the ensuing general meeting of
the Company.
Resignation of Directors:
The Board of Directors in their meeting held on 21st August, 2023 noted the
resignation of Mr. Deepak Kumar Soni (DIN: 09670815) from the post of Director and
Managing Director of the Company, Mr. Ashishkumar Modaram Modi (DIN: 07814188) the post of
Director of the Company, with effect from 21/08/2023.
The Board of Directors in their meeting held on 11th September, 2023 noted
the resignation of Mrs. Aarefa Kutub Kapasi (DIN: 07127418) from the post of Independent
Director of the Company, with effect from 11/09/2023.
The Board of Directors in their meeting held on 28th September, 2023 noted
the resignation of Mr. Bhupendra Suthar (DIN: 09670612) from the post of Non-Executive
Director of the Company, with effect from 28/09/2023.
The Board of Directors in their meeting held on 28th December, 2023 noted
the resignation of Mr. Bhoomit Shailendrasinh Chaudhary (DIN: 09827837) from the position
of Non-Executive Director of the company
21 with effect from 28/12/2023.
Key Managerial Personnel and Changes:
The Board of Director in their meeting held on 24th November, 2023 appointed
Ms. Neelam Damji Shah appointed as Company Secretary and Compliance Officer of the Company
with effect from 24/11/2023. Further board noted the resignation of Ms. Neelam Damji Shah
from the position of Company and Secretary and Compliance Officer of the Company w.e.f. 28th
May, 2024.
The Board of Directors in their meeting held on 21st August 2023 noted the
resignation Mr. Deepak Kumar Soni (DIN: 09670815) from the position of CFO (KMP) of the
company with effect from 21/08/2023.
The Board of Director in their meeting held on 09th February, 2023 approved
the appointment of Ms. Mamta Prahlad Nishad (DIN: 10232506) as the CFO (KMP) of the
Company with effect from 09/02/2024.
Declaration of Independence:
In accordance with Section 149(7) of the Companies Act, 2013, and Regulation 25(8) of
the Listing Regulations, as amended, each Independent Director of the Company has provided
a written declaration confirming that he/she meets the criteria of independence as
stipulated under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the
Listing Regulations.
In the opinion of the Board, Independent Directors fulfil the conditions specified in
Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Listing
Regulations and are independent from Management.
All the Independent Directors of the Company have enrolled their names in the online
database of Independent Directors maintained with the Indian Institute of Corporate
Affairs in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the
Companies (Appointment & Qualification of Directors) Rules, 2014.
Familiarization Program for Independent Directors:
At the time of the appointment of an Independent Director, the Company issues a formal
letter of appointment outlining his/her role, function, duties and responsibilities.
Further, the Independent Directors are introduced with the corporate affairs, new
developments and business of the Company from time to time. The Familiarization program is
also available on the website of the Company www.eurekaindustries.in.
COMPOSITION OF BOARD AND VARIOUS COMMITTEES AND THEIR MEETINGS
The Board of Directors along with its Committees provide leadership and guidance to the
Management and directs and supervises the performance of the Company, thereby enhancing
stakeholder value.
BOARD OF DIRECTORS:
The Board has a fiduciary relationship in ensuring that the rights of all stakeholders
are protected. The Board of the company comprises of Executive (Whole-time Director) and
Non-Executive Directors. Independent Directors are eminent persons with proven record in
diverse areas like business, accounting, marketing, technology, finance, economics,
administration, etc. The composition of Board of Directors represents optimal mix of
professionalism, qualification, knowledge, skill sets, track record, integrity, expertise
and diversity. The Board of Directors, as on March 31, 2024, comprised of 5 Directors, out
of which 1 was Executive Director ("ED") (MD), 1 were Non-Executive Directors
("NEDs") and 3 were Non-Executive Independent Directors ("NEIDs").
Composition of Board:
Sr. No. Name of Director |
DIN |
Designation |
| 1. Mamta |
10232506 |
Managing Director |
| 2. Altaf Husain |
10232858 |
Non-Executive Director |
| 3. Madhu Devi |
10267719 |
Independent Director |
| 4. Vinay Nishad |
10268007 |
Independent Director |
| 5. Rakesh Kumar |
10269583 |
Independent Director |
| 6. Darshak Shah |
10735398 |
Executive Director |
| 7. Amitkumar Pradipbhai Sur |
02351343 |
Non-Executive Director |
| 8. Deepak Kumar Soni |
09670815 |
Managing Director |
| 9. Ashishkumar Modaram Modi |
07814188 |
Director |
| 10. Bhoomit Shailendrasinh Chaudhary |
09827837 |
Non-Executive Director |
| 11. Bhupendra Suthar |
09670612 |
Non-Executive Director |
| 12. Aarefa Kutub Kapasi |
07127418 |
Independent Director |
*Ms. Mamta was appointed on 25/07/2023 *Mr. Altaf Husain was appointed on 25/07/2023
*Ms. Madhu Devi was appointed on 21/08/2023 *Mr. Vinay Nishad was appointed on 21/08/2023
Mr. Deepak Kumar Soni resigned on 21/08/2023 Mr. Ashishkimar Modaram Modi resigned on
21/08/2023 *Mr. Rakesh Kumar was appointed on 21/08/2023 *Mrs. Aarefa Kutub Kapasi
resigned on 11/09/2023 *Mr. Bhoomit Shailendrasinh Chaudhary resigned on 28/12/2023 *Mr.
Bhupendra Suthar resigned on 28/09/2023 *Mr. Darshak Shah was appointed w.e.f. 08/08/2024
*Mr. Amitkumar Pradipbhai Sur was appointed w.e.f. 08/08/2024 Board Meetings:
No. Meetings |
Mamta |
Altaf Husain |
Madhu Devi |
Vinay Nishad |
Rakesh Kumar |
1 30.05.2023 |
N.A. |
N.A. |
N.A. |
N.A. |
N.A. |
2 25.07.2023 |
N.A. |
N.A. |
N.A. |
N.A. |
N.A. |
3 29.07.2023 |
Yes |
Yes |
N.A. |
N.A. |
N.A. |
4 21.08.2023 |
Yes |
Yes |
N.A. |
N.A. |
N.A. |
5 05.09.2023 |
Yes |
Yes |
Yes |
Yes |
Yes |
6 06.09.2023 |
Yes |
Yes |
Yes |
Yes |
Yes |
7 11.09.2023 |
Yes |
Yes |
Yes |
Yes |
Yes |
8 28.09.2023 |
Yes |
Yes |
Yes |
Yes |
Yes |
9 26.10.2023 |
Yes |
Yes |
Yes |
Yes |
Yes |
10 03.11.2023 |
Yes |
Yes |
Yes |
Yes |
Yes |
11 24.11.2023 |
Yes |
Yes |
Yes |
Yes |
Yes |
12 28.12.2023 |
Yes |
Yes |
Yes |
Yes |
Yes |
13 06.02.2023 |
Yes |
Yes |
Yes |
Yes |
Yes |
14 09.02.2023 |
Yes |
Yes |
Yes |
Yes |
Yes |
15 15.02.2024 |
Yes |
Yes |
Yes |
Yes |
Yes |
16 29.03.2024 |
Yes |
Yes |
Yes |
Yes |
Yes |
Remaining Directors:
Sr. No. |
Attendance of the Directors at the meeting (Yes/No/N.A.) |
Date of Board Meetings |
Darsha k Shah |
Amitkumar Pradipbhai Sur |
Deepak Kumar Soni |
Ashishku mar Modaram Modi |
Bhoomit Shailendras inh Chaudhary |
Bhupe ndra Suthar |
Aarefa Kutub Kapasi |
1 30.05.2023 |
N.A. |
N.A. |
Yes |
Yes |
Yes |
Yes |
Yes |
2 25.07.2023 |
N.A. |
N.A. |
Yes |
Yes |
Yes |
Yes |
Yes |
3 29.07.2023 |
N.A. |
N.A. |
Yes |
Yes |
Yes |
Yes |
Yes |
4 21.08.2023 |
N.A. |
N.A. |
Yes |
Yes |
Yes |
Yes |
Yes |
5 05.09.2023 |
N.A. |
N.A. |
N.A. |
N.A. |
Yes |
Yes |
Yes |
6 06.09.2023 |
N.A. |
N.A. |
N.A. |
N.A. |
Yes |
Yes |
N.A. |
7 11.09.2023 |
N.A. |
N.A. |
N.A. |
N.A. |
Yes |
Yes |
N.A. |
8 28.09.2023 |
N.A. |
N.A. |
N.A. |
N.A. |
Yes |
N.A. |
N.A. |
9 26.10.2023 |
N.A. |
N.A. |
N.A. |
N.A. |
Yes |
N.A. |
N.A. |
10 03.11.2023 |
N.A. |
N.A. |
N.A. |
N.A. |
Yes |
N.A. |
N.A. |
11 24.11.2023 |
N.A. |
N.A. |
N.A. |
N.A. |
Yes |
N.A. |
N.A. |
12 28.12.2023 |
N.A. |
N.A. |
N.A. |
N.A. |
N.A. |
N.A. |
N.A. |
13 06.02.2023 |
N.A. |
N.A. |
N.A. |
N.A. |
N.A. |
N.A. |
N.A. |
14 09.02.2023 |
N.A. |
N.A. |
N.A. |
N.A. |
N.A. |
N.A. |
N.A. |
15 15.02.2024 |
N.A. |
N.A. |
N.A. |
N.A. |
N.A. |
N.A. |
N.A. |
16 29.03.2024 |
N.A. |
N.A. |
N.A. |
N.A. |
N.A. |
N.A. |
N.A. |
AUDIT COMMITTEE:
The Audit Committee has been constituted by the Board in compliance with the
requirements of Section 177 of the Act and Regulation 18 of the Listing Regulations. The
board of directors has entrusted the Audit Committee with the responsibility to supervise
these processes and ensure accurate and timely disclosures that maintain the transparency,
integrity and quality of financial control and reporting.
Composition of Audit Committee as on 31.03.2024:
Sr. No. Name of Director |
Designation |
Nature of Directorship |
| 1. Mr. Vinay Nishad (DIN: 10268007) |
Chairman and Member |
Independent Director |
| 2. Ms. Madhu Devi (DIN: 10267719) |
Member |
Independent Director |
| 3. Mr. Rakesh Kumar (DIN: 10269583) |
Member |
Independent Director |
Audit Committee Meetings:
In terms of the provisions of the Regulation 18 (2)(a) of the Listing Regulations, the
Audit Committee of the Company shall meet at least four times in a year and in respect of
which meetings proper notices were given and the proceedings were properly recorded and
signed in the Minutes Book maintained for the purpose. During the Financial year the
Meetings of Audit committee was held in following manner:
Date of Meeting |
Name of Directors who attended |
| 30.05.2023 |
*Aarefa Kutub Kapasi |
**Bhupendra Suthar |
***Ashishkumar Modaram Modi |
| 29.07.2023 |
*Aarefa Kutub Kapasi |
**Bhupendra Suthar |
***Ashishkumar Modaram Modi |
| 03.11.2023 |
Vinay Nishad |
Madhu Devi |
Rakesh Kumar |
| 06.02.2024 |
Vinay Nishad |
Madhu Devi |
Rakesh Kumar |
| 09.02.2024 |
Vinay Nishad |
Madhu Devi |
Rakesh Kumar |
| 29.03.2024 |
Vinay Nishad |
Madhu Devi |
Rakesh Kumar |
*Resigned w.e.f. 11.09.2023 **Resigned w.e.f. 28.09.2023 *** Resigned w.e.f. 21.08.2023
NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee (NRC) consist majority of Independent
Directors. The Nomination and Remuneration Committee has been constituted by the Board in
compliance with the requirements of Section 178 of the Act and Regulation 19 of the
Listing Regulations. The board of directors has entrusted the Nomination and Remuneration
Committee with the responsibility to formulation of the criteria for determining
qualifications, positive attributes and independence of a director and recommend to the
board of directors a policy relating to, the remuneration of the directors, key managerial
personnel .
Composition of Nomination and Remuneration Committee as on 31.03.2024:
Sr. No. Name of Director |
Designation |
Nature of Directorship |
| 1. Mr. Vinay Nishad (DIN: 10268007) |
Chairman and Member |
Independent Director |
| 2. Ms. Madhu Devi (DIN: 10267719) |
Member |
Independent Director |
| 3. Mr. Rakesh Kumar (DIN: 10269583) |
Member |
Independent Director |
Nomination and Remuneration Committee Meetings:
In terms of the provisions of the Regulation 19 (3A) of the Listing Regulations, the
Nomination and Remuneration Committee of the Company shall meet at least once in a year
and in respect of which meetings proper notices were given and the proceedings were
properly recorded and signed in the Minutes Book maintained for the purpose. During the
Financial year the Meetings of Nomination and Remuneration Committee was held in following
manner:
Date of Meeting |
Name of Directors who attended |
| 25.07.2023 |
*Aarefa Kutub Kapasi |
**Bhupendra Suthar |
***Ashishkumar Modaram Modi |
| 21.08.2023 |
*Aarefa Kutub Kapasi |
**Bhupendra Suthar |
***Ashishkumar Modaram Modi |
| 17.10.2023 |
Vinay Nishad |
Madhu Devi |
Rakesh Kumar |
| 28.12.2023 |
Vinay Nishad |
Madhu Devi |
Rakesh Kumar |
| 01.02.2024 |
Vinay Nishad |
Madhu Devi |
Rakesh Kumar |
| 29.03.2024 |
Vinay Nishad |
Madhu Devi |
Rakesh Kumar |
*Resigned w.e.f. 11.09.2023 **Resigned w.e.f. 28.09.2023 *** Resigned w.e.f. 21.08.2023
STAKEHOLDER'S RELATIONSHIP COMMITTEE:
The Stakeholders' Relationship Committee ("SRC") considers and resolves the
grievances of our shareholders, including complaints relating to non-receipt of annual
report, transfer and transmission of securities, non-receipt of dividends/interests and
such other grievances as may be raised by the security holders from time to time.
Composition of Stakeholders' Relationship Committee as on 31.03.2024:
Sr. No. Name of Director |
Designation |
Nature of Directorship |
| 1. Mr. Vinay Nishad (DIN: 10268007) |
Chairman and Member |
Independent Director |
| 2. Ms. Madhu Devi (DIN: 10267719) |
Member |
Independent Director |
| 3. Mr. Rakesh Kumar (DIN: 10269583) |
Member |
Independent Director |
Stakeholders' Relationship Committee Meetings:
In terms of the provisions of the Regulation 20 (3A) of the Listing Regulations, the
Stakeholders' Relationship Committee of the Company shall meet at least once in a year and
in respect of which meetings proper notices were given and the proceedings were properly
recorded and signed in the Minutes Book maintained for the purpose. During the Financial
year the Meetings of Stakeholders' Relationship Committee was held in following manner:
Date of Meeting |
Name of Directors who attended |
| 21.04.2023 |
*Aarefa Kutub Kapasi |
**Bhupendra Suthar |
***Ashishkumar Modaram Modi |
| 21.07.2023 |
*Aarefa Kutub Kapasi |
**Bhupendra Suthar |
***Ashishkumar Modaram Modi |
| 19.10.2023 |
Vinay Nishad |
Madhu Devi |
Rakesh Kumar |
| 28.01.2024 |
Vinay Nishad |
Madhu Devi |
Rakesh Kumar |
*Resigned w.e.f. 11.09.2023 **Resigned w.e.f. 28.09.2023 *** Resigned w.e.f. 21.08.2023
DIRECTORS' RESPONSIBILITY STATEMENT:
As required under Section 134(3) (c) of the Companies Act, 2013, the Directors hereby
confirm that:
(a) in the preparation of the annual accounts for the financial year ended 31st
March, 2024, the applicable accounting standards have been followed and there are no
material departures from the same; (b) the Directors have 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 your
Company as at 31st March, 2024 and of the profit and loss statement of the
Company for the financial year ended 31st March, 2024; (c) proper and
sufficient care have been taken for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other irregularities; (d) the
annual accounts have been prepared on a ‘going concern' basis; (e) proper internal
financial controls laid down by the Directors were followed by the Company and that such
internal financial controls are adequate and operating effectively; and (f) Proper systems
to ensure compliance with the provisions of all applicable laws were in place and that
such systems were adequate and operating effectively.
VIGIL MECHANISM:
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013,
a Vigil Mechanism for directors and employees to report genuine concerns has been
established. The Vigil Mechanism Policy has been uploaded on the website of the Company at
www.eurekaindustries.in under shareholders/Vigil Mechanism Policy link.
Annual Evaluation of Board's Performance:
Annual Evaluation of Directors, Committees and Board Pursuant to the provisions of the
Companies Act, 2013 and as per the Listing Regulations, the Board of Directors carried out
annual performance evaluation of its own performance, the directors individually as well
as the working of its Committees.
The performance of the Board as a whole and of its Committees was evaluated by the
Board through structured questionnaire which covered various aspects such as the
composition and quality, meetings and procedures, contribution to Board processes,
effectiveness of the functions allocated, relationship with management, professional
development, adequacy, appropriateness and timeliness of information etc. Taking into
consideration the responses received from the Individual Directors to the questionnaire,
performance of the Board and its Committees was evaluated. The Directors expressed their
satisfaction with the evaluation process.
In terms of requirements of Schedule IV of the Companies Act, 2013, a separate meeting
of Independent Directors of the Company was held on Friday, 29th March, 2024 to
review:
The performance of non-independent directors and the Board as a whole and its
Committees thereof;
The performance of the Chairperson of the Company, taking into account the views of
executive directors and non-executive directors;
To assess the quality, quantity and timeliness of the flow of information between the
Management and the Board. Performance evaluation of Independent Directors was done by the
entire Board, excluding the Independent Director being evaluated
PARTICULARS OF EMPLOYEES:
Disclosures with respect to the remuneration of Directors and employees as required
under Section 197 (12) of the Companies Act, 2013 and Rule 5 (1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to
the Company.
No employee of the Company was in receipt of remuneration more than the limits
specified under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, during the financial year ended 31st March 2024.
THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS:
The Company has already formulated an Audit Committee which holds the Audit Committee
meeting time to time to review the financial results, internal financial controls and risk
management system, auditor's independence and performance etc. The Company has also
appointed Internal Auditors who perform their duty on the basis of the scope of work
allotted to them time to time.
AUDITORS AND REPORTS:
The matters related to Auditors and their Reports are as under:
Statutory Auditors:
M/s. V S S B & Associates, Chartered Accountants, Ahmedabad (FRN: 121356W) were
appointed as statutory auditors of the Company, for a period of 1 year, to hold office
from conclusion of the 31st Annual General Meeting until the conclusion of the
32nd Annual General Meeting of the Company to be held for the financial year
2023-24. In terms of the provisions of Section 139 of the Companies Act, 2013, the
Companies (Audit and Auditors) Rules, 2014, and other applicable provisions, the Company
can appoint or reappoint an audit firm as statutory auditors for not more than 2 (two)
terms of 5 (five) consecutive years. M/s. V S S B & Associates, Chartered Accountants,
Ahmedabad (FRN: 121356W) is eligible for reappointment for a further period of five years.
Based on the recommendations of the Audit Committee, the Board of Directors at their
meeting held on August 28, 2024 approved the reappointment of M/s. V S S B &
Associates, Chartered Accountants, Ahmedabad (FRN: 121356W) as the Statutory Auditors of
the Company to hold office for a second term of 5 (five) consecutive years from conclusion
of the 32nd Annual General Meeting until the conclusion of the 37th
Annual General Meeting of the Company to be held for the financial year 2028-29. The Board
of Directors, in consultation with the Audit Committee, may alter and vary the terms and
conditions of appointment, including remuneration, in such manner and to such extent as
may be mutually agreed with the Statutory Auditors.
The Auditors have issued an unmodified opinion on the Financial Statements, both
standalone and consolidated for the financial year ended 31st March, 2024. The said
Auditors' Report(s) for the financial year ended 31st March, 2024 on the financial
statements of the Company forms part of this Annual Report.
Observations of Statutory Auditors on Accounts for the year ended 31st
March, 2024.
The Auditors Report for the financial year ended 31st March, 2024 does not contain any
qualification, adverse remark or reservation and therefore, do not call for any further
explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.
The Auditors have not reported any matter to the Company required to be disclosed under
Section 143(12) of the Companies Act, 2013.
Secretarial Audit Report for the year ended 31st March, 2024.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed M/s. PALIWAL & Co., Practicing Company Secretaries, Ahmedabad to undertake
the secretarial audit of the Company. The Secretarial Audit Report in Form MR-3 is annexed
herewith. Board has reviewed the comments given by the secretarial auditor and would try
to complete all the requirements as suggested by secretarial auditor under section 134 of
the Act.
Management explanation on the remarks of Secretarial Audit report:
a) As per section 203 of the Companies Act 2013, if the office of any Key Managerial
Personnel is vacated it must be filled up within a period of six months from such vacancy.
However, the Chief Financial Officer Mr. Deepak Kumar Soni has vacated the office w.e.f
21st August, 2022 and till 08th February 2024 no Chief Financial Officer was appointed:
The Company has duly complied with section 203 and appointed Ms. Mamta Prahlad Nishad
(DIN: 10232506) as the CFO (KMP) of the Company with effect from 09/02/2024.
b) As per Regulation 40(9) of SEBI (LODR) Regulation 2015 entity shall ensure that the
share transfer agent produces a certificate from a practicing company secretary within
thirty days from the end of the Financial year. However, certificate from PCS for the
Quarter ended March 2023, was not filed to the Stock Exchange within time.
The non-compliance occurred due to inadvertence and without any malafied intention of
the Company. Further, the company has filed the same as soon it came to company's notice.
c) As per Regulation 7(3) of SEBI (LODR) Regulation 2015, entity shall submit a
compliance certificate to the exchange within thirty days from end of the financial year.
However, the submission of Compliance Certificate for the quarter ended March 2023, was
not submitted within time.
The non-compliance occurred due to inadvertence and without any malafied intention of
the Company. Further, the company has filed the same as soon it came to company's notice.
d) As per Regulation 31(1) of SEBI (LODR) Regulation 2015, the entity shall submit the
statement showing holding of the securities and the Shareholding Pattern on Quarterly
basis within twenty one days from the end of each Quarter. However, the Statement for the
Quarter ended March 2023 was not submitted within time.
The non-compliance occurred due to inadvertence and without any malafied intention of
the Company. Further, the company has filed the same as soon it came to company's notice.
e) As per Reg. 47(3) of SEBI (LODR) Regulation 2015, the entity shall publish the
Quarterly Financial Results in Newspaper and Submission of same with Stock Exchange within
48 hours from the conclusion of meeting in which financial results were approved. However,
the same was not been submitted to the stock exchange for the quarter ended March 2023 and
June 2023.
The non-compliance occurred due to inadvertence and without any malafied intention of
the Company. Further, the company from that event onwards is publishing the newspaper
advertisement and filing the same with the exchange.
f) As per Regulation 3(5) and 3(6) of SEBI (Prohibition of Insider Trading) Regulation
2015, listed entity must submit Structured Digital Database compliance certificate within
21 days from end of each quarter. However, the Compliance Certificate for the Quarter
ended March 2023 and September 2023 was not filed within time.
The non-compliance occurred due to inadvertence and without any malafied intention of
the Company. Further, the company has filed the same as soon it came to company's notice.
Further Company has paid all the fines levied by the stock exchanges. During the year
under review the Company has paid Rs.1,20,360/- in respect of fines to BSE.
Internal Audit
The Company has appointed M/s. R. R. Thakkar & Co. Chartered Accountants, FRN No.
156381W as the Internal Auditors of the Company for the financial year 2023-24.
The Internal Auditor of the Company directly reports to the Audit Committee for
functional matters. The Audit Committee reviews internal audit report and internal control
measures at its quarterly meetings. Company's internal controls are commensurate with the
size and operations of the business. Continuous internal monitoring mechanism ensures
timely identification and redressal of issues.
ANNUAL RETURN:
In terms of Section 92(3) of the Companies Act, 2013 read with Section 134(3)(a) of the
Companies Act, 2013, the Annual Return of the Company as on 31st March, 2024 is
available on the Company's website at -www.eurekaindltd.com.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
As required under section 134(3)(m) of the companies Act, 2013 read with Rule 8
of the companies (Accounts) Rules 2014, Your Company has no activities relating to
Conservation of Energy, Technology Absorption etc.
FOREIGN EXCHANGE EARNING AND OUTGO: NIL
CORPORATE GOVERNANCE REPORT:
Your Company strives to incorporate the appropriate standards for corporate governance.
However, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 the Company is not required to mandatorily comply with the
provisions of certain regulations of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and therefore the Company has not provided a separate
report on Corporate Governance, although few of the information are provided in this
report under relevant heading.
However, Company is complying with few of the exempted regulations voluntarily and
details of same are provided in this report under the respective heading.
SECRETARIAL STANDARDS:
The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating
to ‘Meetings of the Board of Directors' and ‘General Meetings', respectively,
have been duly followed by the Company.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013:
To foster a positive workplace environment free from harassment of any nature we have
institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework through which we
address complaints of sexual harassment at the all workplaces of the Company. Our policy
assures discretion and guarantees non-retaliation to complainants. We follow a
gender-neutral approach in handling complaints of sexual harassment and we are compliant
with the law of the land where we operate. During the year under review there were no
incidences of sexual harassment reported. EQUITY SHARES:
During the year, Company has not issued any equity shares with differential rights or
any sweat equity shares and the ISIN No. allotted to the company is INE958A01011.
LISTING OF EQUITY SHARES WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the year 2023-24 to
BSE Ltd, Mumbai where the Company's Shares are listed and the ISIN allotted for the same
Equity Share is INE958A01011 and BSE Script Code is 521137.
DEMATERIALISATION
As per direction of the SEBI and Bombay Stock Exchange Limited, 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 and Central Depository
Services (India) Limited and the Demat activation number allotted to the Company is ISIN:
INE958A01011. Presently, shares are held in electronic and physical mode (70.46 % of
shares in demat, 29.54 % in physical mode).
SUBSIDIARIES, JOINT VENTURES & ASSOCIATES:
Your Company doesn't have any Subsidiaries, Joint Ventures and Associates
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The provisions of section 135 and schedule VII of the Companies Act, 2013 are not
applicable to your Company and hence the Company has not developed and implemented any
Corporate Social Responsibility initiatives.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report as required under Regulation 34(2)(e)
read with Schedule V Part B of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations, 2015") is annexed herewith.
RECLASSIFICATION OF SHAREHOLDING OF THE COMPANY:
During the year under review Re-Classification application under regulation 31A of the
SEBI (LODR) Regulation, 2015 filed by company from promoter to non-promter was approved by
BSE on 16th August, 2023 and Sanjeevkumar M. Chhajer, Rajeevkumar Malchand
Chhajer, Manju Sushil Kejriwal, Sushil Radhakrishan Kejriwal, Bumaco Marketing Private
Limited, Yash Fabritex Private Limited, Ambica Taptex Private Limited and Indu Sajjan
Kejriwal were re -classified as Public.
DETAILS OF APPLICATION MADE OR PROCEEDINGS PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE
2016:
During the year under review, the Company has received notice from National Company Law
Tribunal in the matter of Section 7 of Insolvency and Bankruptcy Code, 2016 in the matter
of Harsiddhi Distillery Private Limited for non-payment of unsecured taken by the Company
amounting to Rs. 1.21/- Cr.
CODE OF CONDUCT:
The Company's code of conduct has been complied with by all the members of the Board
and selected employees of the Company. The Company has in place a prevention of Insider
Trading Code based on SEBI (Prohibition of Insider Trading) Regulation, 2015. This code is
applicable to all Directors and designated employees. The code ensures prevention of
dealing in shares by persons having access to the unpublished price sensitive information.
The Code has been posted on the Company's website.
The Company has adopted the amended Code of Practices and Procedures for Fair
Disclosure of Unpublished Price Sensitive Information in terms of the SEBI (Prohibition of
Insider Trading) Regulation, 2015 (as amended) by passing Board resolution dated March 30,
2019. The intimation of adopting the amended code of practices and procedures for Fair
Disclosure of Unpublished Price Sensitive Information have been given to the BSE Limited
and the copy of the amended Code of Practices and Procedures for Fair Disclosure of
Unpublished Price Sensitive Information have been made available on the website of the
Company.
WEBSITE:
As per Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements)
Regulations 2015 the Company has maintained a functional website namely (www.osivl.com)
containing basic information about the Company. The website of the Company is containing
information like Policies, Shareholding Pattern Financial and information of the
designated officials of the Company who are responsible for assisting and handling
investor grievances for the benefit of all stakeholders of the Company etc.
GENERAL:
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions for the same during the year under review:
1. Deposits covered under Chapter V of the Companies Act, 2013;
2. Material changes and/or commitments that could affect the Company's financial
position, which have occurred between the end of the financial year of the Company and the
date of this report;
3. Significant or material orders passed by the Regulators or Courts or Tribunals,
impacting the going concern status and Company's operations in future except as mentioned
in the board report.
4. Maintenance of cost records as per sub-Section (1) of Section 148 of the Companies
Act, 2013;
5. Frauds reported as per Section 143(12) of the Companies Act, 2013;
6. 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.
ACKNOWLEDGEMENTS AND APPRECIATION:
The Board places on record its appreciation for the continued co-operation and support
extended to the Company by its customers which enables the Company to make every effort in
understanding their unique needs and deliver maximum customer Satisfaction. Your Directors
take this opportunity to express their gratitude and thank the Customers, Dealers and
Suppliers, Investors, Members, Banks, Financial Institutions, Central and State
Governments for their continued support and co-operation. Your Directors also thank the
employees of the Company across all levels for the sincere and hard work put in by them
during the year under review
For, Eureka Industries Limited
Mamta Prahlad Nishad |
Managing Director and CFO |
DIN: 10232506 |
Place: Ahmedabad |
Date: 28/08/2024 |
|