To,
The Members,
The Board of Directors is pleased to present the Annual Report on the business and
operations of your Company along with the audited financial statements for the financial
year ended 31st March 2024. The Statement of Accounts, Auditors' Report, Board's Report,
and attachment thereto have been prepared in accordance with the provisions contained in
Section 134 of Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2014.
1. FINANCIAL PERFORMANCE :
The performance of the Company for the financial year ended 31st March 2024 is
summarized below:
(Amount in Rs.)
|
2023-24 |
2022-23 |
| Revenue from operations |
– |
56,25,000 |
| Profit/(Loss) before Tax |
(27,57,000) |
2,08,170 |
| Less: Tax Expenses |
|
|
| Current Tax |
– |
3,180 |
| MAT Credit |
– |
– |
| Profit/Loss for the year |
(27,57,000) |
2,04,990 |
| Transfer to General Reserve |
– |
– |
| Earnings Per Share |
(0.92) |
0.01 |
The above results are in compliance of Indian Accounting Standards (INS AS) notified by
the Ministry of Corporate Affairs. The results for the previous periods have been restated
to comply with Ind AS and are comparable on like to like basis.
2. DIVIDEND:
In view of the loss incurred during the year by the Company, directors do not recommend
any dividend for the financial year ended on 31.03.2024.
3. BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF COMPANY'S
AFFAIR:
The company is engaged in the business of buying and selling of movie rights. Company
have received In-principle approval for revocation of suspension & trading of shares
on BSE has started w.e.f. 18th December, 2023. Company had paid Re-instatement fees of Rs.
30 lakhs plus 18% GST for In-principle Approval for revocation of suspension in trading of
equity shares. This increased expense of the company which resulted in loss during the
financial year 2023-24. Revenue from other services is recognised as and when such
services are performed. Your Directors are optimistic about Company's business and hopeful
of better performance in the coming year.
4. MANAGEMENT'S DISCUSSION AND ANALYSIS:
A detailed review of operations, performance and future outlook of the Company is
covered under Annexure A which forms part of this report.
5. CHANGE IN THE NATURE OF BUSINESS, IF ANY:
There was no Change in the business activity of the Company during the year.
6. SHARE CAPITAL :
The Authorized Share Capital as on 31st March, 2024 was Rs.300,00,000/- (Rupees Three
Crores Only) divided into 30,00,000 Equity Shares of Rs. 10/-.
There has been no change in the Equity Share Capital of the Company during the
financial year 2023-24. Further, the Company did not raise any funds by issuance of
debentures/bonds.
The Issued Share Capital as on 31st March, 2024 was Rs.300,00,000/- (Rupees Three
Crores Only) divided into 30,00,000 Equity Shares of Rs. 10/-.
7. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES
:
During the financial year under review, your Company did not have any subsidiary,
associate and joint venture Company.
8. PUBLIC DEPOSITS :
Your Company has not accepted any deposits within the meaning of Section 73 and 76 of
the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. The
question of non-compliance of the relevant provisions of the law relating to acceptance of
deposit does not arise.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL :
(i) Directors
As of March 31, 2024, your Company had 4 Directors, which includes 2 Independent
Non-Executive Directors, 1 Executive Director and 1 Woman Director.
Changes in the Board of Directors
There were following changes in the Board of Directors of the Company during the
financial year under review:
| Sr. No. Name of Director |
DIN |
Designation |
Nature of change |
Date of change |
| 1 Anjali Patil |
02136528 |
Independent Women Director |
Cessation |
16/10/2023 |
| 2 Shilpa Shah |
02377431 |
Women Director |
Cessation (Death) |
19/11/2023 |
| 3 Nikesh Oswal |
07895357 |
Non-executive Independent Director |
Appointment |
18/01/2024 |
| 4 Jaimini Gosalia |
10450937 |
Additional Director |
Appointment |
18/01/2024 |
| 5 Jeeja Ramdas |
10643322 |
Additional Director |
Appointment |
29/05/2024 |
| 6 Jaimini Gosalia |
10450937 |
Additional Director |
Cessation |
29/05/2024 |
As per the provisions of the Companies Act, 2013, Mr. Manish Girish Shah (DIN:
00434171) will retire as director of the Company at the Annual General Meeting and being
eligible, seeks re-appointment. The Board recommends his re-appointment.
(ii) Key Managerial Personnel
There were no changes in the Key Managerial Personnel (KMP) of the Company during the
financial year under review. The following personnel are the updated list of KMPs as per
the definition under Section 2(51) and Section 203 of the Act: 1. Mrs. Payal Doshi,
Company Secretary; 2. Mr. Amit Ghosh, Chief Financial Officer; and 3. Mr. Anil Nate,
Manager.
10. DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received Declarations of Independence as stipulated under Section
149(7) of the Companies Act, 2013 from each of the Independent Directors confirming that
he/she is not disqualified from appointing/continuing as an Independent Director.
11. INDEPENDENT DIRECTORS' MEETING:
Pursuant to Part VII of Schedule IV of the Companies Act, 2013 and provisions of
Regulation of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
the Independent Directors had separate meeting without attendance of Non-Independent
Directors during the year and have reviewed the performance of Non-Independent Directors
and the Board of Directors as a whole. The Independent Directors assessed the quality,
quantity and timeliness of information between the Company and the management and the
Board.
12. CEO / CFO CERTIFICATION:
As required by Regulation 17(8) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the CEO / CFO certificate for the financial year 2023-24
has been submitted to the Board and the copy thereof is contained in the Annual Report as Annexure
B.
13. ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEE AND
INDIVIDUAL DIRECTOR:
The performance of the Board and of its Committees was evaluated after seeking inputs
from all the Directors on the basis of criteria such as the Board composition and
structure, effectiveness of Board processes, information and functioning, etc.The
performance of the individual Directors was also evaluated based on criteria such as the
contribution of the individual Director to the Board Meetings, meaningful and constructive
contribution and inputs in meetings, attendance, etc. The Board of Directors reviewed the
performance evaluation of the Board, its Committees and individual Directors.
14. NUMBER OF BOARD MEETINGS
During the financial year 2023-24, the Board of Directors of the Company met Five
(5) times. The intervening gap between the two meetings was within the period as
prescribed under the Companies Act, 2013.
The Board meetings were held on 29th May, 2023, 10th August, 2023, 22th September,
2023, 10th November, 2023 and 18th January, 2024.
The frequency of board meetings and quorum at such meetings were in accordance with the
Companies Act, 2013 and the Securities and Exchanges Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and
compliances of Secretarial Standards-1 (SS1) on Meeting of the Board of Directors issued
by ICSI. The intervening gap between any two meetings was within the period prescribed by
the Companies Act, 2013, the Listing Regulations and SS-1.
15. BOARD COMMITTEES : AUDIT COMMITTEE :
The Audit Committee comprises as on 31st March, 2024: i) Kishor Nitin Gujale (Chairman
& Non-Executive Independent Director) ii) Nikesh Oswal (Non-Executive Independent
Director) iii) Jaimini Gosalia (Non-executive Director)
The meetings were held on 29th May, 2023, 10th August, 2023, 22th September, 2023, 10th
November, 2023 and 18th January, 2024.During the year under review; all recommendations of
the Audit Committee were accepted by the Board.
NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee is constituted pursuant to the provisions of
Section 178 of the Companies Act, 2013. Members of the Nomination and Remuneration
Committee possess sound expertise / knowledge / exposure. The composition of Nomination
and Remuneration Committee as on 31st March, 2024; i) Kishor Nitin Gujale (Chairman &
Non-Executive Independent Director) ii) Nikesh Oswal (Non-Executive Independent Director)
iii) Jaimini Gosalia (Non-executive Director)
Four (4) meetings of the Nomination and Remuneration Committee were held during the
financial year 2023-24 on 29th May, 2023, 10th August, 2023, 10th November, 2023 and 18th
January, 2024.
STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee is constituted pursuant to the provisions of
Section 178 of the Companies Act, 2013. Members of the Stakeholders Relationship Committee
possess sound expertise / knowledge / exposure.
The composition of Stakeholders Relationship Committee as on 31st March, 2024; i)
Kishor Nitin Gujale (Chairman & Non-Executive Independent Director) ii) Nikesh Oswal
(Non-Executive Independent Director) iii) Jaimini Gosalia (Non-executive Director) Two
meetings of the Stakeholders Relationship Committee were held during the financial year
2023-24 on 10th August, 2023 and 18th January, 2024.
16. ANNUAL RETURN:
Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return for Financial Year 2023-24 is uploaded on
the website of the Company and the same is available on https://revatiorganics.in/
wp-content/uploads/2024/08/ROL_MGT-9_final.pdf.
17. DIRECTOR'S RESPONSIBILITY STATEMENT
To the best of our knowledge and belief and according to the information and
explanations obtained by us, we make the following statements in terms of Section
134(3)(c) of the Companies Act, 2013 and hereby confirm that: -
a. in the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures;
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 the Company as at 31st March, 2024 and of the loss of
the Company for the year ended on that date;
c. the Directors have 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;
d. the Directors have prepared the annual accounts on a going concern basis;
e. the Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are operating
effectively.
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.
18. DETAIL OF FRAUD AS PER AUDITORS REPORT
There is no fraud in the Company during the F.Y. ended 31st March, 2024. This is also
being supported by the report of the auditors of the Company as no fraud has been reported
in their audit report for the F.Y. ended 31st March, 2024.
19. INTERNAL FINANCIAL CONTROLS AND RISK MANAGEMENT
The Company has in place adequate internal financial controls commensurate with nature
and size of the business activity and with reference to the financial statements. The
controls comprise of policies and procedures for ensuring orderly and efficient conduct of
the Company's business, including adherence to its 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.
According to the Directors of your Company, elements of risks that threaten the
existence of your Company are very minimal. Risk Control and Mitigation mechanisms are
tested for their effectiveness on regular intervals.
20. WHISTLE BLOWER POLICY:
The Company believes in the conduct of the affairs of its constituents in a fair and
transparent manner by adopting the highest standards of professionalism, honesty,
integrity and ethical conduct. The Company has a Whistle Blower policy under which
employees are free to report violations of the applicable laws and regulations and the
code of conduct. The Whistle Blower Policy is available on the website of the Company.
21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO :
A. The requirements under Section 134(3)(m) of the Companies Act, 2013, read with
Rule 8 of the Companies [Audit & Auditors] Rules, 2014 in so far as energy
conservation, technology absorption is not applicable to the Company.
B. Foreign Exchange earnings: NIL
Foreign Exchange outgo: NIL
22. MANAGEMENT DISCUSSION AND ANALYSIS REPORT :
A detailed analysis of the Company's operational and financial performance as well as
the initiatives taken by the Company in key functional areas such as Business Excellence,
Human Resources and Information Technology are separately discussed in the Management
Discussion and Analysis Report, which forms a part of this Annual Report.
23. AUDITORS :
(i) STATUTORY AUDITOR
The Statutory Auditors, M/s. B.L. DASHARDA AND ASSOCIATES (FRN 112615W), Chartered
Accountants, were appointed for a period of five years at the 30th Annual General Meeting
of the Company held on 29th September, 2023 until the conclusion of 34th Annual General
Meeting on such remuneration as mutually agreed upon between the Board of Directors and
the Statutory Auditors. During the year, the Statutory Auditors have confirmed that they
satisfy the Independence Criteria required under the Companies Act, 2013 and Code of
Ethics issued by the Institute of Chartered Accountants of India.
The Statutory Auditors have given a confirmation to the effect that they are eligible
to continue with their appointment under section 141 of the Companies Act, 2013 and that
they have not been disqualified in any manner from continuing as Statutory Auditors.
STATUTORY AUDITOR'S REPORT
The observation of the Auditors in their report read with relevant notes on the
accounts, as annexed are self-explanatory and do not call for any further explanation
under section 134(3)(f)(i) of the Companies Act, 2013.
(ii) SECRETARIAL AUDITOR
Pursuant to the provisions of section 204 of the Companies Act, 2013 and Rules made
thereunder, the Company has appointed M/s Girish Murarka & Co., Company Secretaries in
Practice having membership No. 7036 to undertake Secretarial Audit of the Company.
SECRETARIAL AUDITOR'S REPORT
The Secretarial Audit Report for the financial year 2023-24 as issued by Secretarial
Auditors, M/s Girish Murarka & Co., in the prescribed Form MR-3 is annexed to this
Report as Annexure C.
(iii) COST RECORDS: Provisions of Cost Record NOT applicable on the Company.
24. SECRETARIAL STANDARDS :
The Directors state that all applicable Secretarial Standards have been duly followed
by the Company.
25. CODE OF CONDUCT :
Company's Board has laid down a Code of Conduct for all the Board Members and Senior
Management Personnel of the Company. The Code of Conduct is available on the Company's
website-www.revatiorganics.in. All Board Members and Senior Management Personnel have
affirmed compliance with Code of Conduct for Board Members and Senior Management during
the financial year 2023-24. The declaration in this regard has been made by the Executive
Director which forms the part of this report as an Annexure D.
26. CORPORATE GOVERNANCE:
Corporate Governance provisions under SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015 specified in regulations from 17 to 27 and clause (b) to
(i) of sub-regulation (2) of regulation 46 and para C,D,E of Schedule V are not applicable
to the Company as paid up share capital of the Company does not exceed Rs. 10 Crores and
net worth of the Company does not exceed Rs. 25 Crores as on 31st March, 2024.
27. PREVENTION OF INSIDER TRADING:
The Company has adopted a code of conduct for Prevention of Insider Trading with a view
to regulate trading in securities by Directors and designated employees of the Company.
The Code of conduct require pre-disclosure for dealing in the Company's Shares and
prohibit the purchase or sale of Company shares by the Directors and the designated
employees while in possession of unpublished price sensitive information in relation to
the Company and during the period when trading windows is closed. The Board is responsible
for implementation of the Code. All Board Directors and the designated employees have
confirmed the compliance of the Code.
28. MEANS OF COMMUNICATION:
Quarterly results have been communicated to Bombay Stock Exchange limited where the
shares of the Company's is listed and the same has been published in Two Newspaper-Free
Press Journal(in English) and Nav Shakti(in Marathi) in terms of the requirement of
Listing Agreement. Annual Reports are dispatched to all the shareholders.
29. ENHANCING SHAREHOLDERS VALUE:
Your Company believes that its members are among its most important stakeholders.
Accordingly, your Company's operations are committed to the pursuit of achieving high
level of operating performance and cost competitiveness, consolidating and building for
growth, enhancing the productive assets and resource base and nurturing overall corporate
reputation.
30. CASH FLOW STATEMENT:
In conformity with the clause 32 of the Listing Agreement, the Cash Flow Statement for
the year ended 31st March, 2024 annexed hereto.
31. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE FINANCIAL YEAR END OF THE COMPANY TO DATE OF THIS
REPORT
Except as disclosed elsewhere in this report, no material changes and commitments which
could affect the Company's financial position have occurred between the end of the
financial year of the Company and date of this report.
32. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Company has an internal control system commensurate with the size, scale and
complexity of its operations. The Internal Audit Department monitor and evaluate the
efficacy and adequacy of internal control system in the Company, its compliance with the
operating system, accounting policies and procedures of the Company. These are routinely
tested and certified by Statutory as well as Internal Auditors. The Significant audit
observations and the follow up action are reported to the Audit Committee.
33. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES :
The detail of borrowing & investments are given in Notes 14 & 5 respectively of
Balance Sheet for year ended 31st March, 2024. The company has not given any Guarantees,
made any Investments and provide any Securities which are covered under the provisions of
section 186 of the Companies Act, 2013.
34. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES :
All Related Party Transactions that were entered into during the financial year were on
an arm's length basis and in the Ordinary Course of Business. The requirement of giving
particulars of contracts /arrangement made with related parties, in form AOC-2 are not
applicable for the year under review. The Company has made the required disclosures in
compliance with Indian Accounting Standard on "Related Party Disclosures" in the
Financial Statement for the financial year 2023-24. The Related Party Transactions limit
approved by the shareholders of the Company in last AGM was not surpassed during the year.
35. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES
AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014 :
The particulars of remuneration paid to Directors and employees and other related
information required to be disclosed under Section 197 (12) of the Company Act, 2013 and
the Rules made thereunder are given in Annexure E.
36. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
The company has not received any compliant during the year under SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013. The Company has a
well-defined Prevention of Sexual Harassment at Workplace Policy.
37. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY
CODE 2016:
During the year under review, there were no applications made or proceedings pending in
the name of the Company under the Insolvency and Bankruptcy Code 2016.
38. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION
WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS
During the year under review, there has been no one time settlement of Loan taken from
Bank and Financials Institutions.
39. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Company does not meet the criteria's mentioned under Section 135 of Companies Act,
2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and
there is no requirement to constitute Corporate Social Responsibility Committee.
40. GENERAL DISCLOSURES
Your Directors 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:
1. The Company has not bought back any of its securities during the year under review.
2. The Company has not issued any Sweat Equity Shares during the year under review.
3. No Bonus Shares were issued during the year under review.
4. The Company has not provided any Stock Option Scheme to the employees.
5. The Company has not issued any shares with differential rights.
6. The Company is not required to appoint Cost Auditor.
7. There were no material changes and commitments affecting the financial position of
your Company between the end of the financial year and the date of this report.
8. Vigil Mechanism: Your Directors would like to inform that till now provisions of
establishment of Vigil Mechanism do not apply to the Company.
ACKNOWLEDGEMENT
Your Directors wish to thank Bankers, Government authorities, Registrar & Share
Transfer Agent and various stakeholders, such as, shareholders, customers and suppliers,
among others for their support and valuable guidance to the Company. Your Directors also
wish to place on record their appreciation for the committed services of all the Employees
of the Company.
| For and on behalf of the Board of Directors |
|
| Sd/- |
Sd/- |
| DIRECTOR |
DIRECTOR |
| MANISH SHAH |
JAIMINI GOSALIA |
| DIN: 00434171 |
DIN: 10450937 |
| Dated: 12/08/2024 |
|
| Place: Mumbai |
|
|