|
To
The Members
AVON MERCANTILE LIMITED
Your Board of Directors has pleasure in presenting the Fortieth Annual
Report of your Company for the Financial Year ended on 31st March, 2025. The Company has
duly made appropriate disclosures in this Board report with the objective of
accountability and transparency in the working of the Company and to make you aware about
the working and future perspective of the Company.
1. FINANCIAL SUMMARY OF HIGHLIGHTS/ PERFORMANCE OF THE COMPANY
The performance of the Company for the Financial Year ended 31st March,
2025 pursuant to requirement under Section 134(1) of the Companies Act, 2013
(Act) read along with Rule 8(5)(1) of Companies (Accounts) Rules, 2014 is
tabulated below:
RESULTS OF OUR OPERATIONS
| PARTICULARS |
March 31, 2025 |
March 31, 2024 |
| Revenue from Operations |
NIL |
NIL |
| Interest Incomes |
255.22 |
433.64 |
| Other Incomes |
1.73 |
31.15 |
| Total Incomes |
256.95 |
464.79 |
| Finance Costs |
161.11 |
340.47 |
| Employee benefits expenses |
48.15 |
71.36 |
| Depreciation, amortization and impairment |
0.86 |
0.58 |
| Other Expenses |
48.24 |
38.12 |
| Total Expenses |
258.36 |
450.53 |
| Profit/(Loss) before exceptional Items and tax |
(1.41) |
14.26 |
| Exceptional Items |
NIL |
NIL |
| Profit/Loss Before Tax |
(1.41) |
14.26 |
| Tax Expenses |
NIL |
NIL |
| Profit/ Loss After Tax |
(1.41) |
14.26 |
| Earnings per Equity Share- Basic |
(0.02) |
0.19 |
| Earnings per Equity Share- Diluted |
(0.02) |
0.19 |
*The amount shown in bracket () are negative or decrease in value.
FINANCIAL ANALYSIS
During the year under review, the revenue generated from operations
i.e, from interest is INR 255.22 Lakhs & revenue from other sources is INR 1.73 Lakhs
during the year, which was however INR 433.64 Lakhs and INR 31.15 Lakhs during the
preceding financial year. The loss incurred during the year under review was 1.41 Lakhs as
compared to the profit earned 14.26 Lakhs during the previous Financial Year 2023-2024.
2. STATE OF AFFAIRS OF THE COMPANY AND FUTURE OUTLOOK
The Company has been registered with the Reserve Bank of India as a
Non-Banking Financial Institution (Non-Deposit taking). During the year, the Company has
categorized as a Non- Systemically Important Non-Deposit taking Non-Banking Financial
Company?? as the main activity of the Company is of lending funds. The Company
intends to continue the same line of business in future as well.
3. CHANGE(S) IN NATURE OF BUSINESS, IF ANY
There is no change in the nature in the business of the Company during
the financial year ended March 31, 2025.
4. DIVIDEND
Based on Company?s performance in the current year, the Board of
Directors of the Company does not recommend any dividend on Equity Shares of the Company.
5. UNCLAIMED DIVIDEND
The shareholders who have not uncashed their dividend for the FY
2018-19 onwards are requested to claim the amount from registered office of the company.
Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, if the dividend
transferred to the Unpaid Dividend Account of the Company remains unpaid or unclaimed for
a period of seven years i.e., till September 19, 2025, then such unclaimed or unpaid
dividend shall be transferred by the Company along with interest accrued, if any, to the
Investor Education and Protection Fund (the IEPF), a fund established under sub-section
(1) of section 125. The details of unclaimed/ unpaid dividend are available on the website
of the Company viz. www.avonmercantile.co.in.
6. TRANSFER OF RESERVES
During the Financial Year 2024-2025, Nil amount was transferred to the
General Reserve in terms of Section 45-IC of the Reserve Bank of India Act, 1934 as the
company has suffered losses during the financial year.
7. CHANGES IN SHARE CAPITAL
The paid up equity share capital of the Company as on 31 March 2025 was
74,773.90 Thousands. There has been no change in the Equity Share Capital of the Company
during the year. The Authorized Share Capital of the Company is 750 Lakhs divided into
75,00,000 (Seventy Five Lakhs Only) Equity Shares of Rs. 10/- (Rupees Ten Only) each. The
Company has no other type of securities except equity shares forming part of Equity share
capital.
8. DEPOSIT
The company is a Non-Deposit Taking Non-Systematically Important NBFC
(NBFC). As per the Reserve Bank Guidelines, the company is NBFC ND-ICC as the Company is
not holding or accepting deposits as on the date of Balance Sheet. Further, the company
being Loan Company falls in the category of Investment and Credit Company (NBFC-ICC) as
per classification notified by RBI.
9. LISTING ON STOCK EXCHANGE
The shares of the Company are listed on main platform of BSE Limited.
The International Securities Identification Number (ISIN) of company is INE471D01019 and
the Scrip code is 512265.
The suspension in trading of equity shares of the company was revoked
w.e.f. July 03, 2025 by BSE.
The Company had voluntarily applied for delisting of its equity shares
from Calcutta
Stock Exchange and the same has been granted w.e.f. 10th June, 2025.
10. ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has designed and implemented its internal financial
controls system considering the fundamental parts of various critical processes, physical
and operational which include its design, implementation and maintenance along with
periodical internal review of operational effectiveness and sustenance. This ensures
orderly and efficient conduct of its business, including adherence to Company?s
policies, safeguarding of its assets, prevention of errors, accuracy and completeness of
the accounting records and the timely preparation of reliable financial information. The
internal financial controls with reference to the financial statements were adequate and
operating effectively.
The Audit Committee of the Board reviews the adequacy and effectiveness
of the internal controls and checks and suggests desired improvements from time to time.
11. DIRECTORS AND KEY MANAGERIAL PERSONNELS
At present the Board of Directors of the Company comprise inter-alia of
two independent Directors, viz., Ms. Himani Aneja and Mr. Siddheshwar Kumar Upadhyay, both
of whom have submitted a declaration that each of them meets the criteria of independence
as provided in Section 149(6) of the Act and there has been no change in the circumstances
which may affect their status as independent director during the year and one
Non-Executive Director i.e., Mr. Gurvinder Pal Singh. Mr. Gopal Singh Negi resigned from
the position of the Chief Financial Officer (CFO) w.e.f 24th January, 2025 and Mr. Ajay
Singh was appointed as CFO w.e.f 17th March, 2025 and further he resigned w.e.f 31st July,
2025 of the Company.
Ms. Disha Soni continues to be the Company Secretary of the Company
w.e.f. 30th June 2021.
Mr. Gaurav Aggarwal continues to be the Manager of the Company w.e.f.
9th November, 2023.
The brief resume and details of Directors who are to be re-appointed
are furnished in the Notice for the Annual General Meeting as ANNEXURE B.
i. Changes in the composition of the Board of Directors / Key
Managerial Personnel.
As required under the provisions of Section 134(q) read with Rule 8(5)
(iii) of the Companies (Accounts) Rules, 2014, the details of Directors or Key Managerial
Personnel who were appointed or have resigned during the year 2024-2025 under review are
as follows:
| Sr. No. Name of Director or Key Managerial Person |
Designation |
Date of Appointment/ Change in
Designation |
Date of Resignation/ Cessation |
| 1. Mr. Gurvinder Pal Singh |
Non-Executive Non Independent Director |
21/07/2019 |
- |
| 2. Ms. Seema Salwan |
Non-Executive Independent Director |
14/08/2019 |
29/08/2024 |
| 3. Mr. Siddheshwar Kumar Upadhyay |
Non-Executive Independent Director |
28/09/2019 (Second Tenure) |
- |
| 4. Ms. Himani Aneja |
Non-Executive Independent Director |
29/08/2024 |
- |
| 4. Ms. Disha Soni |
Company Secretary |
30/06/2021 |
- |
| 5. Mr. Gopal Singh Negi |
Chief Financial Officer |
01/03/2019 |
24/01/2025 |
| 6. Mr. Ajay Singh |
Chief Financial Officer |
17/03/2025 |
31/07/2025 |
| 7. Mr. Gaurav Aggarwal |
Manager |
09/11/2023 |
- |
As on March 31, 2025, your Company?s Board had a strength of 3
(Three) Directors. The Composition of the Board is as below:
| Non- Category Executive Director |
No. of Directors 3 |
% of Total nos. of Directors 100% |
| S. No. Name of the Director |
Date of Appointment |
Status |
| 1. Mr. Gurvinder Pal Singh |
Director (since 21st July, 2019) |
Non-Executive |
| 2. Ms. Himani Aneja |
Director (since 29th August, 2024) |
Non-Executive Independent |
| 3. Mr. Siddheshwar |
Director(Since 28th |
Non-Executive |
| Kumar Upadhyay |
September,2019) |
Independent |
12. STATEMENT OF DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-
SECTION (6) OF SECTION 149
All Independent Directors of the Company have given declarations that
they meet the criteria of independence as laid down under Section 149(6) of the Act and
Regulation 16(1)(b) of the SEBI Listing Regulations. In the opinion of the Board, the
Independent Directors, fulfil the criteria of independence specified in Section 149(6) of
the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. The Independent Directors
have also confirmed that they have complied with the Company?s Code of Business
Conduct & Ethics laid down for the Board of Directors, Senior Management Personnel and
Other Employees
13. INDEPENDENT DIRECTORS? MEETING
As per Section 149, Schedule IV of the Companies Act, 2013, and Rules
made thereunder, read with the Listing Regulations, the Independent Directors of the
Company met amongst themselves without the presence of Non-Independent Directors and
members of Management on its meeting 24th January, 2025.
14. NUMBER OF MEETINGS OF THE BOARD
During the Financial Year 2024-25, 6 (Six) Board Meetings were held.
The Board periodically evaluates the need for change in its composition and size. Details
of Board Meetings held and attended by the directors during the financial year 2023-24
are:-
| Meeting Number |
Date of the Meeting |
Percentage of Attendance |
| First Meeting |
13th May ,2024 |
100% |
| Second Meeting |
12th August, 2024 |
100% |
| Third Meeting |
29th August, 2024 |
66.66% |
| Fourth Meeting |
11th November, 2024 (Original Meeting) |
33.33% |
| Fourth Meeting |
12th November, 2024 (Adjourned Meeting) |
100% |
| Fifth Meeting |
24th January, 2025 |
100% |
| Sixth Meeting |
17th March, 2025 |
100% |
15. COMMITTEES OF BOARD
1. AUDIT COMMITTEE
In compliance with the provisions of Section 177 of the Companies Act,
2013 and Regulation 18 of the SEBI Listing Regulations, as on 31 March 2025, the Audit
Committee of Avon Mercantile Limited comprises of following 3 (Three) Members, 2(Two)
members are Independent Non-Executive Directors.
| Name |
Designation |
Category |
| Mr. Siddheshwar Kumar Upadhyay |
Chairman |
Independent Non-Executive Director |
| Ms. Himani Aneja |
Member |
Independent Non-Executive Director |
| Mr. Gurvinder Pal Singh |
Member |
Non-Executive Director |
The recommendation made by the Audit Committee from time to time was
accepted by the Board of Directors.
2. NOMINATION AND REMUNERATION COMMITTEE
The details pertaining to composition of Nomination and Remuneration
Committee (NRC)and the Company?s policy on Directors, Key Managerial
Personnel and other Employees? appointment and remuneration and other matters
provided in Section 178(3) and (4) of the Act. NRC while determining and / or recommending
the criteria for remuneration / remuneration for Directors, Senior Management / KMPs and
other employees ensure that:
The level and composition of remuneration is reasonable and sufficient
to attract, retain and motivate Directors of the quality required to run the Company
successfully; Relationship of remuneration to performance is clear and meets appropriate
performance benchmarks; and remuneration to Directors, Senior Management / KMPs involves a
balance between fixed and incentive pay reflecting short and long-term performance
objectives appropriate to the working of the Company and its goals.
During the year under review, no changes except those required under
regulatory provisions were carried out to the Policy.
3. STAKEHOLDERS RELATIONSHIP COMMITTEE
The details pertaining to composition of Stakeholders Relationship
Committee in accordance with Section 178(5) of the Act are mentioned in the Corporate
Information section of the Annual Report.
4. RISK MANAGEMENT COMMITTEE
This committee has been constituted for monitoring and managing the
different types of risks, pursuant to the requirement of Scale Based Regulations issued by
Reserve Bank of India.
5. CREDIT COMMITTEE
This committee has been constituted for analyzing and sanctioning of
loans to the potential borrowers, review the repayment schedules and default made by
borrower in the repayment of loans.
16. SUBSDIARIES, JOINT-VENTURES OR ASSOCIATE COMPANIES
During the year under review, no Company has become or ceased to be its
Subsidiary, Joint Venture or Associate Company.
17. INTER-SE TRANSFER OF PROMOTERS? SHAREHOLDINGS
During the year under review, there was no change in inter-se-transfer
of shares between promoter?s Groups.
18. STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION
HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF IT COMMITTEES AND INDIVIDUAL
DIRECTORS
Pursuant to the provisions of the Act and the SEBI Listing Regulations
and the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of
India on January 5, 2017, the Board has carried out an annual evaluation of its own
performance, performance of the Directors individually and the Committees of the Board.
Manner of Evaluation:
The Nomination and Remuneration Committee and the Board have laid down
the manner in which formal annual evaluation of the performance of the Board, its
Committees and individual directors has to be made. It includes circulation of evaluation
forms separately for evaluation of the Board and its Committees, Independent Directors /
Non-Executive Directors / Manager and Chairperson of the Company.
The process of the annual performance evaluation broadly comprises:
Board and Committee Evaluation:
Evaluation of Board as a whole and the Committees is done by the
individual directors / members, followed by submission of collation to NRC and feedback to
the Board.
Independent / Non-Executive Director Evaluation:
Evaluation done by Board members excluding the Director being evaluated
is submitted to the Chairperson of the Company and individual feedback provided to each
Director.
Manager & Chief Executive Officer Evaluation:
Evaluation as done by the individual directors is submitted to the
Chairperson of the Nomination and Remuneration Committee who further provides feedback to
the Nomination and Remuneration Committee and subsequently to the Board.
In a separate meeting of Independent Directors held on 24th January,
2025 performance of Non-Independent Director, performance of the Board as a whole
considering the views of Non-Executive Director was done.
The performance of all the directors during the year was satisfactory
and towards the growth prospects.
Personnel relations with all employees remained cordial and harmonious
throughout the year. Your Directors wish to place on record their sincere appreciation for
the devoted services of all employees of the Company.
19. CORPORATE GOVERNACE & COMPLIANCE CERTIFICATE (Not Applicable)
According to the provisions of Regulation 27(2) of the SEBI (Listing
Obligations & Disclosure Requirements), Regulations, 2015, read with Regulation 15(2)
of Chapter IV of SEBI (Listing Obligations & Disclosure Requirements), Regulations,
2015, the paid up capital of Avon Mercantile Limited (the Company) having the
registered office at Upper Basement, Smart Bharat Mall Plot No.I-2, Sector - 25A, Gautam
Buddha Nagar, Noida, Uttar Pradesh- 201301, is less than Ten Crores i.e. INR
7,47,73,900.00 (Indian Rupees Seven Crores Forty Seven Lakhs Seventy Three Thousands Nine
Hundred Only) and the Net Worth of the Company is less than Twenty Five Crores i.e. INR
5,12,38,243/- (Five Crore Twelve Lakhs Thirty Eight Thousand Two Hundred Forty Three Only)
as per latest audited Financial Statements as on financial year ended 31st March, 2025.
Hence, as per Regulation 15(2) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, Corporate Governance provisions as specified
in Regulation 17, 17 A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i)
of sub-regulation (2) of regulation 46 and Para C, D and E of Schedule V is not applicable
on the Company.
Further, Avon Mercantile Limited received a Non Applicability
Certificate of Corporate Governance Report from M/s. Roni Soni & Associates, Company
Secretaries in Practice (C.P. No. 21854) regarding compliance with Corporate Governance
norms as stipulated in Part C of Schedule V of the Listing Regulations for the financial
year ended 31st March, 2025. The certificate confirming Non Applicability of Corporate
Governance Report on the Company is annexed as ANNEXURE VII? and form integral
part of this report.
20. AUDITTORS AND AUDITORS? REPORT
At the 37th Annual General Meeting held on September 25, 2022, M/s.
Gupta Garg & Agrawal, Chartered Accountants (Firm Registration No. 505762C), were
appointed as Statutory Auditors of the Company to hold office for a term of 5 years, and
they continue to hold their office during the year under review.
Pursuant to Section 139 and all the other applicable provisions of the
Companies Act, 2013 read with relevant rules thereunder, M/s Gupta, Garg & Agrawal,
Chartered Accountants (ICAI FRN: 505762C), having their office at G-55, Royal Palace, IInd
Floor Laxmi Nagar, Vikas Marg, Delhi 110092, were appointed as Statutory Auditors from the
conclusion of the 37th AGM in the year 2022 until the conclusion of the AGM in the year
2027.
There are no qualifications, reservations or adverse remarks made by
M/s Gupta, Garg & Agrawal, Chartered Accountants, Statutory Auditors, in their report
for the financial year ended March 31, 2025. The notes on financial statement referred to
in the Auditors? Report are self-explanatory and do not call for any further
comments. The Auditors? Report does not contain any qualification, reservation or
adverse remark.
Pursuant to provisions of the Section 143(12) of the Companies Act,
2013, the Statutory Auditors has not reported of any incident of fraud to the Audit
Committee during the year under review.
21. SECRETARIAL AUDIT REPORT
As required under Section 204(1) of the Companies Act, 2013 read with
rules framed thereunder, the Company has appointed M/s. Roni & Associates, Company
Secretaries in Practice (C.P. No. 21854) to conduct the Secretarial Audit for the
financial year 2024-25. The Secretarial Audit Report submitted by M/s. Roni Soni &
Associates, in the prescribed form MR- 3 is attached as Annexure IV? and forms
part of this Report As per the observations given by the Secretarial Auditors, the
explanation to the same has been given to them which form part of the Secretarial Audit
Report. The Company is taking all necessary steps to comply with the observations given by
the secretarial auditors.
22. CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS
A Certificate of Non-Disqualification of Directors pursuant to
Regulation 34(3) and Schedule V para C of Clause (10) (i) of SEBI LODR, 2015 has been
attached as ANNEXURE-IVa? obtained from M/s. Roni Soni & Associates,
Company Secretaries in Practice (C.P. No. 21854) forms part of this Report.
23. COST RECORDS
Pursuant to Section 148 of the Companies Act, 2013, the maintenance of
Cost Records has not been specified by the Central Government for the business activities
carried out by the Company. Thus report under Clause 3 (vi) of the Order is not applicable
to your Company.
24. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required under Schedule V(B) of the Securities Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management
Discussion and Analysis Report is presented in the separate section and is marked as
ANNEXURE - VIII and forms an integral part of this report.
25. SECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial Standards - 1
and Secretarial Standards - 2 issued by the Institute of Company Secretaries of India and
approved by the Central Government.
26. DISCLOSURE ON VIGIL MECHANISM (WHISTLE BLOWER POLICY)
Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers)
Rules, 2014 read with Section 177(9) of the Act, the Company has adopted a Vigil Mechanism
Framework and duly uploaded on the website of the Company URL:
http://avonmercantile.co.in/images/uploads/whistle-blower-policy-mar2023.pdf. The
objective of the framework is to establish a redressal forum, which addresses all concerns
raised on questionable practices and through which the Directors and employees can raise
actual or suspected violations directly to the Chairman of the Audit Committee of the
Company. The role of Chairman of the Audit Committee of the Company is to review the
grievance at the initial stage and in case the grievance is material, the same is
investigated through appropriate delegation. After investigation, the complaint with
investigation report is forwarded to Audit Committee. The Committee takes necessary
actions to maintain confidentiality within the organization on matters brought to its
attention.
27. RISK MANAGEMENT POLICY
A key factor in determining a Company?s capacity to create
sustainable value is the risks that the Company is willing to take and its ability to
manage them efficiently. Many risks exist in a Company?s Risk Management process and
they emerge on a regular basis. A Risk Management Policy is formed to frame, implement,
and monitor the risk management plan for the Company and ensuring its effectiveness. The
sole purpose of this policy shall be to assist the Board in fulfilling its corporate
governance oversight responsibilities with regards to the identification, evaluation and
mitigation of operational, strategic and external environmental risks.
Keeping in view the Risks associated with the Company being NBFC and
the need to mitigate those risks, as per the requirements of Scale based Regulations of
RBI, the Company has formed a Risk Management Committee during the year under review with
the following Composition of Directors:
| Name |
Designation |
Category |
| Mr. Gurvinder Pal Singh |
Chairman |
Non-Executive Director |
| Mr. Ajay Singh (resigned w.e.f 31st July, 2025) |
Vice Chairman |
CFO |
| Mr. Siddheshwar Kumar Upadhyay |
Member |
Independent Non-Executive Director |
28. EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act,
2013, the Company has placed a copy of annual return of the financial year 2024-25 on its
website at https://avonmercantile.co.in/investors.php.
29. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION
OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL
YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of
the Company occurred between the end of the Financial Year to which financial statements
relates and the date of this Report.
30. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS/COURTS/TRIBUNALS
The Company has not received any significant or material orders passed
by any Regulatory Authority, Court or Tribunal which shall impact the going concern status
and Company?s operations in future.
31. INTERNAL FINANCIAL CONTROL SYSTEM
According to Section 134(5) (e) of the Companies Act, 2013, the term
Internal Financial Control means the policies and procedure?s adopted by the Company
for ensuring the orderly and efficient conduct of its business, including adherence to
Company?s policies, the safeguarding of its assets, the prevention and detention of
frauds and errors, the accuracy and completeness of the accounting records, and the timely
preparation of reliable financial information.
The Company has a well-placed, proper and adequate internal financial
control systems which ensure that all assets are safeguarded and protected and that the
transactions are authorized recorded and reported correctly. It provides for adequate
checks and balances and is meant to ensure that all transactions are authorized, reported
correctly. The Internal Financial controls with reference to the Financial Statements are
adequate commensurate with the size and nature of its business. The Board has appointed
M/s Garg Gagan & Associates, Chartered Accountants, as the Internal Auditors of the
Company for the Financial Year 2025-2026. The Internal Audit Report along with
observations and recommendations contained therein was placed before the Audit Committee
in its meeting held on 13TH August, 2025 and was taken note of. 32. DISCLOSURE ON EMPLOYEE
STOCK OPTION/PURCHASE SCHEME
The Company has not provided any Employee Stock Option Scheme or
Purchase Scheme to the employees. 33. DEPOSITS
The Company has neither accepted nor renewed any deposits during the
Financial Year 2024-25 in terms of Chapter V of the Companies Act, 2013. Further, the
Company is not having any Unpaid or Unclaimed Deposits at the end of the Financial Year.
34. PARTICULARS OF EMPLOYEES
Disclosures with respect to the remuneration of directors and employees
as required under Section 197(12) of the Companies Act read with Rule 5(1) and Rules 5(2)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
Remuneration Rules and the names of the top ten employees in terms of
remuneration drawn are provided in the ANNEXURE-III to Board?s Report and there
are no employees/ Directors who were in receipt of remuneration in excess of the limit
provided in Section 197(12).
35. PARTICULARS OF LOAN(S), GUARANTEE(S) OR INVESTMENTS UNDER SECTION
186 OF THE COMPANIES ACT, 2013
During the financial year ended March 31, 2025, the Company lays down
the details of the particulars of loans, guarantees and investments covered under Section
186 of the Act have been disclosed in the financial statements forms part of this Annual
Report.
36. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188
(1) OF THE COMPANIES ACT, 2013
During the financial year 2024-25, your Company has not entered into
any transaction with related parties as defined under Section 2(76) of the Companies Act,
2013, read with Companies (Specification of Definition Details) Rules, 2014, all of which
were in the ordinary course of business and on arm?s length basis and in accordance
with the provisions of Section 188 (1) of the Companies Act, 2013, read with the
applicable Rules issued thereunder is attached in Form AOC-2 as ANNEXURE-I
which forms part of this report.
37. PREVENTION OF SEXUAL HARASSMENT POLICY
Your Company has constituted Internal Complaints Committee under the
The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 in order to provide a protective environment at workplace for all its
women employees. The framework of the policy for reporting sexual harassment cases at
workplace ensures complete anonymity and confidentiality of information. Adequate
workshops and awareness programs against the sexual harassment are conducted across the
organization. The Company is committed to provide a safe and conducive work environment to
its employees. Your Directors further state that during the year under review, no case of
sexual harassment was filed with the Company under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013. The details of sexual
harassment complaints for the financial year ended 31st March, 2024 are as follows:
| Particulars |
FY 2023-24 |
| Complaints filed during the year |
0 |
| Complaints disposed of during the year |
0 |
| Complaints pending > 90 days |
0 |
| Complaints pending at end of the year |
0 |
38. MATERNITY BENEFIT COMPLIANCE AND FOREIGN EXCHANGE EARNINGS OUTGO
Pursuant to provisions of Section 134 of the Companies Act, 2013 read
with Rules 8(3) of the Companies (Accounts) Rules, 2014 the details of the activities in
the nature of Energy Conservation, Research and Developments, Technology Absorption and
Foreign Exchange Earnings and Outgo is attached as ANNEXURE- II which forms
part of this report.
40. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
Pursuant to Section 135 of the Companies Act, 2013, and the relevant
rules, the Company has not developed and implemented any Corporate Social
Responsibilities? initiatives, as the said provisions are not applicable on your
Company.
41. DIRECTOR?S RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, the Board of Directors confirms
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. they 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 at the end of financial
year and of the loss of the company for that period;
c. they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding
the assets of the company and for preventing and detecting frauds and other
irregularities;
d. they have prepared the annual accounts on a going concern basis; and
e. they have devised proper system to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
42. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY & BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR
STATUS AS AT THE END OF THE FINANCIAL YEAR
During the year under review, 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.
43. THE DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION AT THE
TIME OF ONETIME SETTLEMENT AND THE VALUATION DONE AT THE TIME OF TAKING A LOAN FROM THE
BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
The Company has not taken any term loan from any Bank(s).
44. ACKNOWLEDGEMENT
The Board acknowledges with gratitude the co-operation and assistance
provided to the Company by its bankers, financial institutions, and government as well as
Non-Government agencies. The Board wishes to place on record its appreciation to the
contribution made by employees of the company during the year under review. Your Directors
gives their sincere gratitude to the customers, clients, vendors and other business
associates for their continued support for the Company?s growth. The Board also takes
this opportunity to express its deep gratitude for the continued co-operation and support
received from its valued shareholders.
|