Dear Shareholders,
The Board of Directors hereby presents 06th Annual Report of your Company ("the
Company"), including the Standalone Audited Financial Statements, for the Financial
Year ended on March 31, 2023.
FINANCIAL RESULTS:
The Company's financial performance for the year ended on March 31, 2023 is summarized
below:
AMOUNT (J IN LAKHS)
PARTICULARS |
YEAR ENDED 31.03.2023 |
YEAR ENDED 31.03.2022 |
Revenue From Operations |
7735.96 |
3961.71 |
Other Income |
64.38 |
10.48 |
Total Revenue (I+II) |
7800.34 |
3972.18 |
Earnings Before Interest, Taxes, Depreciation and Amortization Expense |
1063.12 |
150.25 |
Finance Cost |
209.68 |
172.20 |
Depreciation and Amortization Expense |
223.94 |
180.66 |
Profit Before Tax (IV-V-VI) |
629.50 |
(202.61) |
Extraordinary items |
189.04 |
17.85 |
Tax Expense: |
|
|
i. Current Tax Expense |
6.16 |
- |
ii. Deferred Tax Expenses |
(110.50) |
(55.75) |
iii. MAT - |
- |
|
iv. Short and excess provision of tax relating to earlier year |
- |
- |
Profit After Tax (VII-VIII) |
323.80 |
(164.71) |
COMPANY'S PERFORMANCE: STANDALONE FINANCIAL RESULTS:
During the year under review, the revenue from operation of the Company was stood at
Rs. 7735.96 Lakh as against that of Rs. 3961.71 Lakh for previous year. Revenue from
operation of the Company was increased by 95.27% over previous year. The Major increased
in revenue from operation was due to increase in Domestic sales.
Profit before Tax for the financial year 2022-23 stood at Rs. 629.50 Lakh as against
that of Loss of Rs. (202.61) Lakh making the net profit of Rs. 323.80 for the financial
year 2022-23 as against the net Loss of Rs. (164.71) Lakhs for the financial year 2021-22.
During the year under review, Revenue from Operations of the Company was increased by
95.27% than that of previous year. However, increase in revenue also caused increase in
cost of material and other operation expenses
DIVIDEND:
With a view to conserve and save the resources for future prospect of the Company, your
Directors regret to declare dividend for the financial year 2022-23 (Previous Year Nil).
TRANSFER TO RESERVES:
Your Directors do not propose to transfer any amount to the General Reserves. Full
amount of net profit are carried to reserve & Surplus account of the Company.
CHANGE IN NATURE OF BUSINESS:
During the year, your Company has not changed its business or object and continues to
be in the same line of business as per main object of the Company.
CHANGE IN THE REGISTERED OFFICE:
During the year under review, there was no change in the registered office of the
Company.
However, the Board of Directors of the Company approved the Corporate Office of the
Company situated at Khasra No. 40/14-15-16-17/1, Bagwali, NH-73, Distt, Panchkula -134202,
Haryana as the place other than Registered Office where Books of Accounts of the Company
be kept.
SHARE CAPITAL:
During the year under review, following changes were carried out in the authorized and
paid-up share capital of the Company:
AUTHORIZED CAPITAL SHARE CAPITAL:
During the year under review, vide Special Resolution passed by the Members through
postal ballot on June 29, 2022, the authorized share capital of the Company have been
increased from Rs. 7,00,00,000/-(Rupees Seven Crores Only) divided into 70,00,000 Equity
Shares of Rs. 10/- each to Rs.10,50,00,000/- (Rupees Ten Crore Fifty Lakhs Only) divided
into 1,05,00,000 Equity Shares of Rs. 10/- each.
The Authorized share Capital of the Company, as at closure of financial year 2022-23,
was Rs.10,50,00,000/-divided into 1,05,00,000 Equity Shares of Rs. 10/- each.
ISSUED, SUBSCRIBED & PAID-UP CAPITAL:
During the year under review, the Members passed the Special resolution to create,
issue, offer and allot Upto 6,66,000 Equity Shares at an Issue price of Rs. 382/- Per
Equity Share (including a share premium of Rs. 372 Per Equity Share) aggregating to
Rs.25,44,12,000/- on Preferential Basis to Non Promoter/Public.
On receipt of funds from Proposed Allottees 6,61,000 Equity Shares were allotted in
Board Meeting held on July 9, 2022 to Non Promoter/Public Category Shareholder.
Further Upon receipt of 25% of issue price from the proposed allottees, 3, 80, 000
Warrants were also allotted by the Company in accordance with the provisions of SEBI
(Issue of Capital and Disclosure Requirements) Regulations, 2018 on July 15, 2021. Out of
these warrants, 3, 50,000 warrants got converted into 3, 50, 000 Equity Shares of face
value of Rs.10 each on March 02, 2022 upon receipt of written Notice & balance 75% of
issue price from one of the warrant holder.
Further during the financial year 2022-23 remaining 30,000 warrants converted into
30,000 Equity Shares of face value of Rs. 10 each on September 02, 2022 upon receipt of
written Notice & balance 75% of issue price from remaining two warrant holder.
Company applied for Listing Approval for 30,000 Equity Shares allotted on Preferential
Issue Basis on July 09, 2022 and received Listing Approval from BSE Limited on July 19,
2022 & Trading Approval received as on October 12, 2022 from BSE.
Consequently above, the issued, subscribed and paid-up equity share capital of the
Company stands increased to Rs. 7,34,10,000 (Rupees Seven Crore Thirty Four Lakh Ten
Thousand Only) divided into 73,41,000 (Seventy Three Lakh Forty One Thousand only) Equity
shares of Rs. 10 each allotted on the preferential allotment basis shall rank pari passu
with the existing equity shares of the Company in all respects.
UTILIZATION OF PROCEEDS OF PREFERENTIAL ISSUE:
The Company raised funds of Rs. 25,25,02,000/- (Rupees Twenty Five Crore Twenty Five
Lakh Two Thousand Only) through Preferential Issue of shares & Rs. 40,50,000/- (Rupees
Forty Lakh Fifty Thousand Only) through preferential issue of Warrants . The gross
proceeds of the issue has been utilized in the manner as proposed in the Offer Document,
the details of which are hereunder:
Preferential Issue of Equity Shares
Original Object |
Modified Object, if any |
Original Allocation |
Modified allocation, if any |
Funds Utilized |
Amount of Deviation/ Variation for the quarter according to
applicable object |
Remarks if any |
To make payment of borrowings of the Company, meeting future funding requirements,
working capital and other general corporate purposes of the Company |
- |
Rs. 25,25,02,000 |
- |
Rs. 25,25,02,000 |
- |
- |
Preferential Issue of Conversion of Warrants into Equity Shares
Original Object |
Modified Object, if any |
Original Allocation |
Modified allocation, if any |
Funds Utilized |
Amount of Deviation/ Variation for the quarter according to
applicable ob?ject |
Remarks if any |
To prepayment of borrowings of the Company, meeting future funding requirements,
working capital and other general corporate purposes of the Company |
- |
Rs. 40,50,000 |
- |
Rs. 40,50,000 |
- |
- |
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
CONSTITUTION OF BOARD:
As on the date of this report, the Board comprises of following Directors;
|
|
|
|
|
No.of Committee1 |
|
NameofDirector |
Category Cum Designation |
Dateof Original Appointment |
Dateof Appointment at current Term & designation |
Total Director- ship2 |
in which Director is Member |
inwhich Director is Chairman |
No.of Equity Sharesheld as on March31, |
|
|
|
|
|
|
|
2023 |
Mr. Aditya Kaushik |
Chairmanand ManagingDirector |
November14, 2017 |
January 5, 2018 |
1 |
2 |
- |
30,13,400 |
Mr. Ashwani Kumar Goel |
Whole Time Director |
December12, 2019 |
September29, 2020 |
1 |
- |
- |
3,50,000 |
Mr. Naveen Kumar |
Whole Time Director |
March14, 2020 |
September29, 2020 |
1 |
- |
- |
- |
Mr. Akshay Kumar Vats |
Non-Executive Independent Director |
January05, 2018 |
January05, 2018 |
1 |
2 |
1 |
- |
Ms. Smita Bhandari |
Non-Executive Independent Director |
August 28, 2018 |
September28, 2018 |
1 |
2 |
1 |
- |
Mr. Anusheel Kaushik |
Additional Director (Whole Time Director) |
April 01, 2023 |
April 01, 2023 |
1 |
- |
- |
- |
1. Committee includes Audit Committee and Stakeholder's Relationship Committee across
all Public Companies.
2. Excluding LLPs, Section 8 Company & Struck Off Companies.
The composition of Board complies with the requirements of the Companies Act, 2013
("Act"). Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the
Company is exempted from the requirement of having composition of Board as per Regulation
17 of Listing Regulations.
None of the Director of the Company is serving as a Whole-Time Director in any other
Listed Company and the number of their directorship is within the limits laid down under
section 165 of the Companies Act, 2013.
DISCLOSURE BY DIRECTORS:
The Directors on the Board have submitted notice of interest under Section 184(1) i.e.
in Form MBP-1, intimation under Section 164(2) i.e. in Form DIR 8 and declaration as to
compliance with the Code of Conduct of the Company.
BOARD MEETING:
Regular meetings of the Board are held at least once in a quarter. Additional Board
meetings are called & convened, as and when required, to discuss and decide on various
business policies, strategies and other businesses.
During the year under review, Board of Directors of the Company met 12 times on May 20,
2022, May 27, 2022, June 13, 2022, June 27, 2022, July 07, 2022, July 09, 2022, July 30,
2022, September 02, 2022, September 17, 2022, November 14, 2022, December 15, 2022, and
March 25, 2023. Pursuant to Section 173 of the Companies Act, 2013, the time gap between
the two consecutive Board Meetings was not be more than 120 days.
The details of attendance of each Director at the Board Meeting and Annual General
Meeting are given below:
NameofDirector |
Mr.Aditya Kaushik |
Mr.Akshay Kumar Vats |
Ms.Smita Bhandari Goel |
Mr.Ashwani Kumar |
Mr.Naveen Kumar |
Mr.Anusheel Kaushik |
Number of Board Meeting held |
12 |
12 |
12 |
12 |
12 |
12 |
Number of Board Meetings Eligible to attend |
12 |
12 |
12 |
12 |
12 |
- |
Number of Board Meeting attended |
12 |
12 |
12 |
12 |
12 |
- |
Presence at the previous AGM of F.Y. 2021-22 |
Yes |
Yes |
Yes |
Yes |
Yes |
|
INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each Independent Director under
Section 149 (7) of the act that they meet the criteria of independence laid down in
Section 149 (6) of the Act. Further, all the Independent Directors of the Company have
registered themselves in the Independent Director Data Bank. In the opinion of the Board,
all our Independent Directors possess requisite qualifications, experience, expertise
including the Proficiency and hold high standards of integrity for the purpose of Rule
8(5)(iiia) of the Companies (Accounts) Rules, 2014.
A separate meeting of Independent Directors was held on March 25, 2023 to review the
performance of Non-Independent Directors and Board as whole and performance of Chairperson
of the Company including assessment of quality, quantity and timeliness of flow of
information between Company management and Board
INFORMATION ON DIRECTORATE AND KEY MANAGERIAL PERSONNEL (KMP):
During the year under review, there was change in constitution of the Board of
Directors of the Company.
Retirement By Rotation And Subsequent Re-Appointment
Further, In accordance with the provisions of the Articles of Association and Section
152 and other applicable provisions if any of the Companies Act, 2013 read with the
Companies (Appointment and Qualification of Directors) Rules 2014 (including and statutory
modification(s) or re-enactment(s) thereof for the time being in force) Mr. Naveen Kumar
(DIN: 08743772) is liable to retire by rotation at the ensuing Annual General Meeting and
being eligible, have offered himself for re-appointment.
i. Change in Designation of Board of Directors
During the year under review Mr. Aditya Kaushik (DIN: 06790052) as a Chairman and
Managing Director were re-appointed in the annual general meeting held on August 31, 2022
to hold office for further period of five years and liable to retire by rotation.
During the year under review Mr. Anusheel Kaushik appointed as additional director
(Whole Time Director) of the Company in the board meeting held on March 25, 2023 subject
to Allotment of Valid DIN to hold office till conclusion of ensuing Annual General meeting
of the Company.
DETAILS OF KEY MANAGERIAL PERSONNEL:
In terms of Section 203 of the Companies Act, 2013, during the FY 2022-23, the Company
had Mr. Aditya Kaushik as Chairman and Managing Director, Mr. Ashwani Kumar Goel and Mr.
Naveen Kumar as Whole Time Director, Mr. Amit Kaushik as CEO and CFO and Ms. Zalak Shah as
Company Secretary and Compliance Officer of the Company as Key Managerial Personnel.
PERFORMANCE EVALUATION:
The Board of Directors has carried out an annual evaluation of its own performance,
board committees and individual directors pursuant to the provisions of the Act.
The performance of the board was evaluated by the board, after seeking inputs
from all the directors, on the basis of the criteria such as the board composition and
structure, effectiveness of board processes, information and functioning etc.
The performance of the committees was evaluated by the board after seeking
inputs from the committee members on the basis of the criteria such as the composition of
committees, effectiveness of committee meetings, etc.
The board and the nomination and remuneration committee reviewed the performance
of the individual directors on the basis of the 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. In
addition, the chairman was also evaluated on the key aspects of his role.
Separate meeting of independent directors was held to evaluate the performance of
non-independent directors, performance of the board as a whole and performance of the
chairman, taking into account the views of executive directors and non-executive
directors. The same was discussed in the board meeting that followed the meeting of the
independent directors, at which the performance of the board, its committees and
individual directors was also discussed. Performance evaluation of independent directors
was done by the entire board, excluding the independent director being evaluated.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to section 134(5) of the Companies Act, 2013 the Board of Directors to the
best of their knowledge and ability confirm that: a) In preparation of Annual Accounts for
the year ended March 31, 2023 the applicable accounting standards have been followed and
that no material departures have been made from the same; b) The Directors have selected
such accounting policies and applied them consistently and have 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 or loss of
the Company for the year; c) The Directors have taken proper and sufficient care 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 Directors have prepared the Annual
Accounts for the year ended March 31, 2023 on going concern basis; e) The Directors have
laid down the internal financial controls to be followed by the Company and that such
Internal Financial Controls are adequate and were operating effectively; and f) The
Directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
COMMITTEE OF BOARD:
The Board of Directors in line with the requirement of the act has formed various
committees, details of which are given hereunder:
A. AUDIT COMMITTEE:-
The Board of Directors had constituted Audit Committee in line with the provisions of
Section 177 of the Companies Act, 2013. The terms of reference of the Committee is
available on the website of the Company at www.inflameindia.com.
During the year under review, the Audit Committee met 2 (Two) times during the
Financial Year 2022-23 on May 27, 2022, and November 14, 2022.
The composition of the Committee and the details of meetings attended by its members
are given below:
Name of the Directors |
Category |
Designation |
Number of meetings during the Financial Year 2022-23 |
|
|
|
Held |
Eligible to attend |
Attended |
Mr. Akshay Kumar Vats |
Non-Executive Independent Director |
Chairperson |
2 |
2 |
2 |
Mr. Aditya Kaushik |
Chairman and Managing Director |
Member |
2 |
2 |
2 |
Ms. Smita Bhandari |
Non-Executive Independent Director |
Member |
2 |
2 |
2 |
The Statutory Auditors of the Company are invited in the meeting of the Committee
wherever required. Further, the Company Secretary of the Company is acting as Company
Secretary to the Audit Committee. Recommendations of Audit Committee wherever/whenever
given have been considered and accepted by the Board.
VIGIL MECHANISM:
The Company has established a vigil mechanism and accordingly framed a Whistle Blower
Policy. The policy enables the employees to report to the management instances of
unethical behavior actual or suspected fraud or violation of Company's Code of Conduct.
Further the mechanism adopted by the Company encourages the Whistle Blower to report
genuine concerns or grievances and provide for adequate safe guards against victimization
of the Whistle Blower who avails of such mechanism and also provides for direct access to
the Chairman of the Audit Committee in exceptional cases. The functioning of vigil
mechanism is reviewed by the Audit Committee from time to time. None of the Whistle
blowers has been denied access to the Audit Committee of the Board. The Whistle Blower
Policy of the Company is available on the website of the Company at www.inflameindia.com.
B. STAKEHOLDER'S RELATIONSHIP COMMITTEE:
The Board of Directors has constituted Stakeholder's Relationship Committee mainly to
focus on the redressal of Shareholders' / Investors' Grievances if any like Transfer /
Transmission / Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report;
Dividend Warrants; etc. The Stakeholders Relationship Committee shall report to the Board
on a quarterly basis regarding the status of redressal of complaints received from the
shareholders of the Company. The terms of reference of the Committee is available on the
website of the Company at www.inflameindia.com During the year under review, Stakeholder's
Relationship Committee met 4 (Four) times viz on May 27, 2022, July 30, 2022, November 14,
2022 and March 25, 2023. The composition of the Committee and the details of meetings
attended by its members are given below:
Name of the Directors |
Category |
Designation |
Number of meetings during the Financial Year 2022-23 |
|
|
|
Held |
Eligible to attend |
Attended |
Ms. Smita Bhandari |
Non-Executive Independent Director |
Chairperson |
4 |
4 |
4 |
Mr. Aditya Kaushik |
Chairman & Managing Director |
Member |
4 |
4 |
4 |
Mr. Akshay Kumar Vats |
Non-Executive Independent Director |
Member |
4 |
4 |
4 |
There was no complaint unresolved as on March 31 2023.
C. NOMINATION AND REMUNERATION COMMITTEE:
The Board of Directors has formed Nomination and Remuneration committee in line with
the provisions of Section 178 of the Companies Act 2013. The terms of reference of the
Committee is available on the website of the Company at www.inflameindia.com.
During the year under review Nomination and Remuneration Committee met 2 (Two) times
viz on July 30, 2022, and March 25, 2023.
The composition of the Committee and the details of meetings attended by its members
are given below:
Name of the Directors |
Category |
Designation |
Number of meetings during the Financial Year 2022-23 |
|
|
|
Held |
Eligible to attend |
Attended |
Mr. Akshay Kumar Vats |
Non-Executive Independent Director |
Chairperson |
2 |
2 |
2 |
Ms. Smita Bhandari |
Non-Executive Independent Director |
Member |
2 |
2 |
2 |
Mr. Aditya Kaushik |
Chairman and Managing Director |
Member |
2 |
2 |
2 |
Nomination and Remuneration Policy:
Nomination and Remuneration Policy in the Company is designed to create a
high-performance culture. It enables the Company to attract motivated and retained
manpower in competitive market, and to harmonize the aspirations of human resources
consistent with the goals of the Company. The Company pays remuneration by way of salary,
benefits, perquisites and allowances to its Executive Directors and Key Managerial
Personnel.
The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed
on the website of the Company at www.inflameindia.com.
REMUNERATION OF DIRECTORS:
The details of remuneration paid during the Financial Year 2022-23 to Directors of the
Company is provided in Form MGT-7 available on website of the company at
https://inflameindia.com The aggregate amount paid towards Directors remuneration during
the FY 2022-23 is Rs. 73,90,000/-
PUBLIC DEPOSIT:
The company has not accepted any deposits from the public. Hence the directives issued
by the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act
2013 or any other relevant provisions of the Act and the Rules there under are not
applicable.
PARTICULARS OF LOANS GUARANTEES INVESTMENTS & SECURITY:
Details of Loans Guarantees Investments and Security covered under the provisions of
Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.
SUBSIDIARIES ASSOCIATES AND JOINT VENTURE OF THE COMPANY:
Our Company does not has any Subsidiary, Associate and Joint Venture Company.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All the Related Party Transactions entered during the financial year were on an Arm's
Length basis and in the Ordinary Course of Business. There are no materially significant
Related Party Transactions, i.e exceeding rupees one thousand crore or 10% of the annual
consolidated turnover as per the last audited financial statement, whichever is lower or a
transaction involving payments with respect to brand usage or royalty entered into
individually or taken together with previous transactions during the financial year,
exceeding five percent of the annual consolidated turnover of the Company as per the last
audited financial statements, made by the Company with Promoters, Directors, Key
Managerial Personnel (KMP) and other related parties which may have a potential conflict
with the interest of the Company at large, were entered during the year by your Company.
Accordingly, the disclosure of Related Party Transactions as required under Section
134(3)(h) of the Companies Act, 2013, in Form AOC-2 is not applicable.
Further, prior omnibus approval of the Audit Committee is obtained on yearly basis for
the transactions which are of a foreseen and repetitive nature. The transactions entered
into pursuant to the omnibus approval so granted were placed before the Audit Committee
and the Board of Directors for their approval on quarterly basis. The details of the
related party transactions for the financial year 2022-23 is given in notes of the
financial statements which is part of Annual Report.
The Policy on Related Party Transactions as approved by the Board of Directors is
available on the website of the Company at www.inflameindia.com.
SECRETARIAL STANDARDS OF ICSI:
The Company is in compliance with the Secretarial Standard on Meetings of the Board of
Directors (SS-1) and General Meeting (SS-2) issued by the Institute of Company Secretaries
of India and approved by the Central Government.
ANNUAL RETURN:
Pursuant to Section 92 of the Act and Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return is available on the website of the Company www.inflameindia.com.
PARTICULAR OF EMPLOYEES:
The ratio of the remuneration of each whole-time director to the median of employees'
remuneration as per 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
this Report as Annexure-A.
MATERIAL CHANGES AND COMMITMENT:
During the year, Company had received approval from Telangana Government for allotment
of Land at Maheshwaram for our New Production Project & received Possession
Certificate from Telangana State Industrial Infrastructure
Corporation Limited for taken over the possession of the Land located at No. 10 &21
measuring 8094.00 Sq. Mtrs at IP EMC Maheshwaram (V), Maheshwaram (M), Ranga Reddy
District, Telangana State.
There are no material changes and commitments affecting the financial position of the
Company have occurred between the ends of Financial Year of the Company i.e. March 31,
2023 to the date of this Report.
ALTERATION OF AOA:
During the year under review, Company has passed Special resolution at the annual
general meeting held on August 31, 2022 altered the sub-clause (2) of Article No 14 of
Article of Association of the Company.
SIGNIFICANT AND MATERIAL ORDERS:
There are no significant and material orders passed by the regulators or courts or
tribunals which impact the going concern status and the Company's operations in future.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
To foster a positive workplace environment free from harassment of any nature we have
framed Prevention of Sexual Harassment Policy through which we address complaints of
sexual harassment at 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. Further, 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.
During the year under review there were no incidences of sexual harassment reported.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information on conservation of energy technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of The
Companies (Accounts) Rules 2014 as amended from time to time is annexed to this Report as Annexure-B.
RISK MANAGEMENT:
A well-defined risk management mechanism covering the risk mapping and trend analysis
risk exposure potential impact and risk mitigation process is in place. The objective of
the mechanism is to minimize the impact of risks identified and taking advance actions to
mitigate it. The mechanism works on the principles of probability of occurrence and impact
if triggered. A detailed exercise is being carried out to identify evaluate monitor and
manage both business and non-business risks.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has adequate and efficient internal and external control system, which
provides protection to all its assets against loss from unauthorized use and ensures
correct reporting of transactions. The internal control systems are further supplemented
by internal audits carried out by the respective Internal Auditors of the Company and
Periodical review by the management. The Company has put in place proper controls, which
are reviewed at regular intervals to ensure that transactions are properly authorised,
correctly reported and assets are safeguarded.
CORPORATE GOVERNANCE:
Integrity and transparency are key factors to our corporate governance practices to
ensure that we achieve and will retain the trust of our stakeholders at all times.
Corporate governance is about maximizing shareholder value legally, ethically and
sustainably. Our Board exercises its fiduciary responsibilities in the widest sense of the
term. Our disclosures seek to attain the best practices in international corporate
governance. We also endeavor to enhance long-term shareholder value and respect minority
rights in all our business decisions.
As our company has been listed on SME Platform of BSE Limited, by virtue of Regulation
15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the
compliance with the corporate Governance provisions as specified in regulation 17 to 27
and Clause (b) to (i) of sub regulation (2) of Regulation 46 and Para C D and E of
Schedule V are not applicable to the company. Hence Corporate Governance Report does not
form a part of this Board Report, though we are committed for the best corporate
governance practices.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
Provisions pertaining to Corporate Social Responsibility of Section 135 of the
Companies Act, 2013 are not applicable to the Company, hence there is nothing to mention
for the year under review.
STATUTORY AUDITOR AND THEIR REPORT:
Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with rules
made thereunder, M/s. Gandhi Minocha and Company, Haryana (FRN: 000458N), were appointed
as Statutory Auditors of the Company to hold office till conclusion of the 6th Annual
General Meeting(AGM) of the company to be held in the calendar year 2023.
M/s. Gandhi Minocha and Company, Chartered Accountant, Haryana (FRN: 000458N) proposed
to be re-appointed as Statutory Auditors of your Company at forthcoming Annual General
Meeting, for the second term of Five consecutive years for a term till the conclusion of
Eleventh Annual General Meeting to be held in the calendar year 2028.
The Notes to the financial statements referred in the Auditors Report are
self-explanatory and therefore do not call for any comments under Section 134 of the
Companies Act, 2013. The Auditors' Report is enclosed with the financial statements in
this Annual Report. There has been no qualification, reservation, adverse remark or
disclaimer given by the Auditors in their Report except:-I. The Company has been
sanctioned working capital limits in excess of Rs. 5 crores, in aggregate, from a bank on
the basis of security of current assets. However, on pursuance of documents submitted to
us the quarterly returns or statements filed by the company with such banks are not in
agreement with the books of account of the Company.
Reply by Management: Due to technical reasons, there was ambiguity in providing
Data for current Asset valuation for the reason of which there is discrepancy in the
statements filed with the Banks & Books of Accounts. However, now the Company has
implemented ERP System which will enhance data quality and management so that such
discrepancies would not arise in future.
II. The Company, the gross statutory dues of income tax or sale tax or service tax or
duty of custom or duty of excise or value added tax or cess or Goods and Service Tax and
any other statutory dues which have not been deposited on account of dispute or deposited
under protest and the forum where the dispute is pending are given below:
Sl. No. Name of Statute |
Nature of the Dues |
Period to which the amount relates |
Forum where the dispute is pending |
Gross disputed amount (Rs. in Lacs) |
Amount deposited under protest/ appeal (Rs. in Lacs) |
Amount not deposited (Rs. in Lacs) |
1 Income Tax |
Income tax/interest |
2018-19 |
CPC |
24.36 |
0 |
24.36 |
Reply by Management: The Company has filed revised Income tax Return i.e ITR-6 for
rectification with Department and The Company is still awaiting for response from
department.
REPORTING OF FRAUD:
The Auditors of the Company have not reported any fraud as specified under Section
143(12) of the Companies Act, 2013.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
In terms of Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015 a review of the performance of the Company for the year
under review Management Discussion and Analysis Report is presented in a separate section
which is annexed to this Report as Annexure-C.
SECRETARIAL AUDITOR AND THEIR REPORT:
The Company has appointed M/s SCS AND CO LLP, to conduct the secretarial audit of the
Company for the Financial Year 2022-23, as required under Section 204 of the Companies
Act, 2013 and Rules thereunder. The Secretarial Audit Report for the Financial Year
2022-23 is annexed to this report as an Annexure-D.
There have been few common annotations reported by the above Secretarial Auditors in
their Report with respect to:-
1. Sitting Fees of Independent Director is less than Sitting Fees paid to other
Independent Directors. Management Reply: We are into discussion with Independent
Directors to make uniform payment of Sitting Fees to all the Independent Directors
WEBSITE:
Your Company has its fully functional website www.inflameindia.com which has
been designed to exhibit all the relevant details about the Company. The site carries a
comprehensive database of information of the Company including the Financial Results of
your Company, Shareholding Pattern, details of Board Committees, Corporate Policies/
Codes, business activities and current affairs of your Company. All the mandatory
information and disclosures as per the requirements of the Companies Act, 2013, Companies
Rules, 2014 and as per Regulation 46 of SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 and also the non-mandatory information of Investors'
interest / knowledge has been duly presented on the website of the Company.
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 2022-23, there was no application made and proceeding
initiated /pending under the Insolvency and Bankruptcy Code, 2016, by any Financial and/or
Operational Creditors against your Company. As on the date of this report, there is no
application or proceeding pending against your company under the Insolvency and Bankruptcy
Code, 2016.
GENERAL DISCLOSURE:
Your Directors state that the Company has made disclosures in this report for the items
prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules 2014
and other applicable provisions of the act and listing regulations to the extent the
transactions took place on those items during the year. Your Directors further state that
no disclosure or reporting is required in respect of the following items as there were no
transactions on these items during the year under review: (i) Details relating to deposits
covered under Chapter V of the Act; (ii) Issue of Equity Shares with differential rights
as to dividend, voting or otherwise; (iii) Issue of shares (including sweat equity shares)
to employees of the Company under any scheme save and ESOS; (iv) Annual Report and other
compliances on Corporate Social Responsibility; (v) There is no revision in the Board
Report or Financial Statement; (vi) No 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;
ACKNOWLEDGEMENT:
Your Directors acknowledge the dedicated service of the employees of the Company during
the year. They would also like to place on record their appreciation for the continued
co-operation and support received by the Company during the year from bankers, financial
institutions, business partners and other stakeholders.
Registered office: Khewat Khatoni No. 45/45, |
For and on behalf of Board of Directors |
Khasra No. 942/855/1 Village Kalyanpur |
For, Inflame Appliances Limited |
Tehsil-Baddi, Baddi Solan-173205, |
CIN: L74999HP2017PLC006778 |
Himachal Pradesh. |
|
Corporate Office: Village Bagwali, |
Aditya Kaushik |
Khasra No. 40/14-15-16-17/1, |
Chairman and Managing Director |
Block - Raipur Rani, Nh-73, |
DIN 06790052 |
Panchkula-134202. |
|
Date : August 02, 2023 |
|
Place : Panchkula |
|
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