|
Dear Member(s),
Your directors take immense pleasure in presenting the 10th
Annual Report on the business and operations of your Company along with its Audited
Financial Statements for the year ended on 31st March, 2025.
FINANCIAL SUMMARY
The financial statements of your Company are prepared in accordance
with the applicable provisions of the Companies Act, 2013 (the ‘Act') including
Accounting Standards as specified in Section 133 of the Act, read with the Companies
(Accounts) Rules, 2014, and amendments thereof. The financial performance of the company
during the year is as under:
(? in Lakhs)
|
For the j |
ear ended |
Particulars |
March 31,2025 |
March 31,2024 |
Revenue From operations |
69,720.07 |
53,108.41 |
Other Income |
504.17 |
122.01 |
Total Income |
70,224.23 |
53,230.42 |
Total Expenses |
67,720.92 |
51,800.23 |
Profit/Loss before Exceptional
Items and Tax |
2,503.31 |
1,430.19 |
Add/(Less): Exceptional Items |
- |
- |
Profit before Tax |
2,503.31 |
1,430.19 |
Tax Expense |
438.00 |
250.00 |
Profit after Tax |
2065.31 |
417.46 |
Deferred Tax |
652.27 |
167.45 |
Profit for the year |
1413.04 |
1,012.73 |
There have been no material changes and commitments affecting the
financial position of your Company which have occurred between the end of the Financial
Year of your Company to which the Financial Statements relate and the date of Board
Report.
OPERATIONAL OVERVIEW
Your Company offers widest ranges of air conditioning, lightening
products, Commercial refrigeration, EMS solutions. It fulfills the lightening,
air-conditioning, commercial refrigeration and EMS solutions requirements of a large
number of corporate customers. Your Company continues to operate only in one segment i.e.,
manufacturing, selling and marketing of white Goods and there is no change in the nature
of Business of your Company.
Revenue from operations for the current financial year grew by ?
16611.66 lakhs to ? 69720.07 lakhs as compared to ? 53108.41 lakhs in the previous
financial year. Net profit for the current financial year increased 39.53% from ? 1413.04
lakhs as compared to ? 1012.73 lakhs in the last financial year.
DIVIDEND
In view of the planned business growth and current fund requirements of
the Company, your directors were of the view to preserve the resources in order to fund
new growth opportunities and therefore, do not propose any dividend for the Financial Year
ended March 31, 2025.
RESERVES
The amount of profit of? 1413.04 lakhs is transferred to the Reserve
and Surplus Account for the year under review.
SHARE CAPITAL STRUCTURE
Your Company has Authorized share capital of? 35,00,00,000 (divided
into 3,50,00,000 equity shares of? 10/- each). The Issued, Subscribed and Paid-up equity
share capital has also been increased from Rs. 26,33,87,560 to Rs. 29,48,87,560 pursuant
to the preferential issue upon conversion of warrants for which allotment was done on
March 01, 2025.
As on 31st March, 2025 paid up share capital of the Company
is ? 29,48,87,560/- (divided into 2,94,88,756 equity shares of? 10/- each).
FUNDS RAISED DURING THE YEAR
PREFERENTIAL ISSUE
Preferential issue of equity shares upon conversion of warrants was
approved for fresh issue of 31,50,000 equity shares having face value of? 10/- each at a
premium of ?245.10/- per share at the Board Meeting held on January 11, 2024 and by the
shareholders at the Extra Ordinary General Meeting held on February 03, 2024 with
requisite majority and your company has received the In-principal approval from BSE
Limited on February 20, 2024.
Your company has allotted equity shares on March 01, 2025. The Listing
approval of equity share from BSE Limited has not been received due to increase of paid-up
capital beyond Rs 25 Cr. Accordingly, the credit of Equity Shares from CDSL and NSDL is
also pending and hence 3,150,00 Shares are not tradeable on Stock Exchange.
During the period under review, your Company has not bought back any of
its securities / has not issued any Sweat Equity Shares / has not issued any Bonus Shares/
has not issued shares with Differential Voting rights and there has been no change in the
voting rights of the shareholders.
EMPLOYEES STOCK OPTION PLAN
The board of directors had proposed “VOEPL” Employee Stock
Option Plan 2023. The “VOEPL” Employee Stock Option Plan-2023 was approved on
January 30, 2023 by Board of Directors and on February 24, 2023 by shareholders by passing
Special Resolution. Board of directors has reserved 20,00,000 options under this plan for
employees.
During the year under review, your company has not granted any options
to employees and ESOPs grated were lapsed or cancelled.
The details ESOP granted under “VOEPL Employee Stock Option Plan-
2023” (“ESOP 2023” or Scheme) are as provided below:
|
Details |
Particulars |
From April 1,
2025 till the date |
FY 25 |
FY 24 |
FY 23 |
Total options outstanding as
at the beginning of the period |
20,00,000 |
20,00,000 |
20,00,000 |
20,00,000 |
Total options granted |
NIL |
NIL |
2,59,140 |
Nil |
Exercise price of options in ?
(as on the date of grant options) |
Nil |
Nil |
246.30 |
Nil |
Options forfeited / lapsed /
cancelled |
NIL |
NIL |
12,820 |
Nil |
Variation of terms of options |
NA |
Money realized by exercise of
options during the year / period |
NA |
Total number of options
outstanding in force at the end of period / year |
19,87,180 |
19,87,180 |
19,87,180 |
20,00,000 |
Total options vested
(excluding the options that have been exercised) |
Nil |
Nil |
Nil |
Nil |
Options exercised |
Ni: |
1 |
The total number of Equity
Shares arising as a result of full exercise of granted options (including options that
have been exercised) |
Nil |
Employee wise details of
options granted to: |
Key managerial personnel: |
|
Mr. Saiid Shaikh |
20,000 |
20,000 |
20,000 |
20,000 |
|
|
|
|
|
Senior management personnel: |
Mr. Nitin Shewale |
20,000 |
20,000 |
20,000 |
20,000 |
Details |
Particulars |
From April 1, 2025 till
the date |
FY 25 |
FY 2 |
4 FY 23 |
Any other
employee who receives a grant in any one year of options amounting to 5% or more of the
options granted during the year |
Nil |
Identified
employees who were granted options during any one year equal to or exceeding 1% of the
issued capital (excluding outstanding warrants and conversions) of our Company at the time
of grant |
Nil |
Lock-in period |
NA |
Fully
diluted EPS on a pre-Offer basis pursuant to the issue of Equity Shares on exercise of
options calculated in accordance with the applicable accounting standard on
‘EPS' (in ?) |
Fully diluted
EPS as per the Audited Financial Statements: |
_ . ,
Financial Year ended Particulars ,, , ,,
March 31,2025 |
Financial Year
ended Financial Year ended March 31,2024 March 31,2023 |
Diluted EPS 5.31 |
4.38 4.28 |
|
Description
of the pricing formula and method and significant assumptions used to estimate the fair
value of options granted during the year including, weighted average information, namely,
risk-free interest rate, expected life, expected volatility, expected dividends and the
price of the underlying share in market at the time of grant of the option |
Black-
Scholes formula |
| is Particular |
Tranches 1 |
Tranches 2 |
Tranches 3 |
Tranches 4 1 |
| Valuation date |
August 10, 2023 |
August 10, 2023 |
August 10, 2023 |
August 10, 2023 |
| Volatility (S) |
25% |
25% |
25% |
25% |
| Risk free rate |
7.17% |
7.16% |
7.19% |
7.19% |
| Time to Expiration (T) |
4.5 years |
5.5 years |
6.5 years |
7.5 years |
|
|
|
Details |
|
|
Particulars |
From April 1,
2025 till the date |
FY 25 |
FY 24 |
FY 23 |
Impact on the profits and on
the Earnings per Equity Share of the last three years if the accounting policies specified
in the SEBI SBEB Regulations had been followed, in respect of options granted in the last
three years |
|
Not Applicab |
le |
|
Where our Company has
calculated the employee compensation cost using the intrinsic value of the stock options,
the difference, if any, between employee compensation cost so computed and the employee
compensation calculated on the basis of fair value of the stock options and the impact of
this difference, on the profits of our Company and on the Earnings per Equity Share of our
Company |
|
Yes |
|
|
Intention of the Key
Managerial Personnel, Senior Management Personnel and wholetime directors who are holders
of Equity Shares allotted on exercise of options granted to sell their Equity Shares
within three months after the date of listing of Equity Shares pursuant to the Offer |
No o |
ptions exercised,
henc |
e not applicable |
|
|
|
Details |
|
|
Particulars |
From April 1,
2025 till the date |
FY 25 |
FY 24 |
FY 23 |
Intention to sell Equity
Shares arising out of “VOEPL Employee Stock Option Plan- 2023” (“ESOP
2023” or Scheme) within three months after the listing of Equity Shares, by
Directors, Key Managerial Personnel, Senior Management Personnel and employees having
Equity Shares arising out of an employee stock option scheme, amounting to more than 1% of
the issued capital (excluding outstanding warrants and conversions) of our Company. |
No of |
)tions exercised,
henc |
e not applicable |
|
INVESTOR EDUCATION AND PROTECTION FUND
During the year under review, your Company was not required to transfer
any funds to Investor Education and Protection Funds (IEPF).
MEETINGS OF THE BOARD
The details on the number of board meetings held are provided in the “Report
of the Directors on Corporate Governance”, which forms part of this report. The
intervening gap between the meetings was within the period prescribed under the Companies
Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.
COMMITTEES OF THE BOARD
The Board had duly constituted following Committees, which are in line
with the provisions of applicable laws:
• Audit Committee
• Nomination and Remuneration Committee
• Stakeholders' Relationship Committee
• Corporate Social Responsibility Committee
Voluntary Committee
• Management Committee
A detailed update on the composition, number of meetings, attendance
and terms of reference of aforesaid Committees are provided in the section
“Committees of the Board” of “Report of the Directors on Corporate
Governance.”
PUBLIC DEPOSIT
The Company has not accepted any public deposit during the year under
review and no amount against the same was outstanding at the end of the year.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant or material orders passed by the Regulators /
Courts which would impact the future operations / going concern status of the Company.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declarations from all the
Independent Directors under Section 149(7) of the Companies Act, 2013 and Regulation 16(1
)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
(“Listing Regulations”) that:
• they meet the criteria of independence and fulfill the
conditions specified in Section 149(6) of the Companies Act, 2013 and of Listing
Regulations and are independent of management;
• they are not aware of any circumstance or situation, which exist
or may be reasonably anticipated, that could impair or impact their ability to discharge
their duties with an objective independent judgment and without any external influence
pursuant to Regulation 25 of the Listing Regulations;
• they have complied with the requirement of inclusion of their
name in the Data Bank maintained by Indian Institute of Corporate Affairs as envisaged
under Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019,
as applicable and they hold valid registration certificate with Data Bank of Independent
Directors.
BOARD EVALUATION
As per the provisions of the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and as per Guidance Note on
Board Evaluation issued by SEBI on January 05, 2017, The Board adopted a formal mechanism
for evaluating its performance and as well as that of its committees and individual
Directors, including the Chairman of the Board.
The exercise was carried out through a structured evaluation process
covering various aspects of the Boards functioning such as composition of the Board &
committees, experience & competencies, performance of specific duties &
obligations, contribution at the meetings and otherwise, independent judgment, governance
issues etc. The details of evaluation process have been explained in the Corporate
Governance Report.
CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL
1. Appointment of Director:
During the year under review Ms. Ilia Bhat (DIN: 10605053) was
appointed as additional director (Non-Executive Independent) of the Company w.e.f. April
29, 2024. Appointment of Ms. Bhat shall was approved by shareholders Extra Ordinary
Meeting held on July 24, 2024.
2. Appointment of Director retire by rotation
Pursuant to Section 152 of Companies Act, 2013, Mr. Abhinav Mahajan,
shall retire by rotation at the ensuing Annual General Meeting being eligible offers
himself for re-appointment for directorship of the company. The Board recommends the
re-appointment of Mr. Abhinav Mahajan as Director for your approval. Brief details as
required under Secretarial Standard-2 and Regulation 36 of SEBI Listing Regulations, are
provided in the Notice of AGM.
3. Key Managerial Personnel:
In terms of the provisions of Section 203 of the Act, as on March 31,
2025, the Company has the following Key Managerial Personnel:
1. Mr. Sukrit Bharati - Managing Director
2. Mr. Sajid Shaikh - Chief Financial Officer
3. Ms. Vibhuti Kulkarni - Company Secretary and Compliance officer
During the year under review there is no change in Key Managerial
Personnel of the company.
CONSERVATION OF ENERGY, 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 Companies
Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed to the
Directors' Report as Annexure - II.
HEALTH, SAFETY AND ENVIRONMENT
Safety and occupational health responsibilities are integral to your
Company's business process. Safety is a key performance indicator and your Company is
committed to ensuring zero harm to its employees, to any person in the Company premises
and to the community. The Company is continuously focusing on improved training, new
initiatives and communications, enhancing safety in the work place. Apart from safety
initiatives, your Company is also focusing on environment protection. The Company has
applied taken registration as per the provisions of E-Waste (Management) Rules, 2022 from
Central Pollution Control Board (CPCB) of the Government of India.
BOARD AND COMMITTEE MEETINGS
The details of Board and Committee meetings held during the year are
given in the Corporate Governance Report.
The requisite particulars in respect of Directors seeking appointment /
re-appointment are given in Notice convening the Annual General Meeting.
All the directors of the Company have confirmed that they are not
disqualified from being appointed as directors in terms of Section 164 of the Companies
Act, 2013.
Details of policy of appointment and remuneration of directors have
been provided in the Corporate Governance Report.
BOARD FAMILIARISATION
The Board is regularly updated on changes in statutory provisions, as
applicable to the Company. The Board is also updated on the operations, key trends and
risk universe applicable to the Company's business. These updates help the Directors
to keep abreast of key changes and their impact on the Company.
POLICIES
The updated policies adopted by the Company as per statutory and
governance requirements are uploaded on website of the Company at www.voepl.com .
PARTICULARS OF EMPLOYEES
A statement containing the names and other particulars of employees in
accordance with the provisions of 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 appended as Annexure - III to this report.
The information required under Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this
Annual Report.
Having regard to the provisions of Section 134 and Section 136 of the
Companies Act, 2013, the Reports and Accounts are being sent to the members excluding
aforesaid information. However, the said information is available for inspection for
members at the registered office of the Company during business hours on working days of
the Company up to the date of ensuing AGM. Any shareholder interested in obtaining a copy
of such statement may write to the Company Secretary at the registered office of the
Company or e-mail to cs@voepl. com,
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant or material orders passed by the Regulators /
Courts which would impact the future operations / going concern status of the Company.
DETAILS OF RELATED PARTIES TRANSACTIONS PURUSANT TO SECTION 188(1) OF
THE COMPANIES ACT, 2013
Pursuant to the provisions of section 188 of Companies Act, 2013. All
the related party transactions entered into during the financial year under review were in
ordinary course of business and on an arm's length basis. There were no materially
significant transactions with related parties during the financial year which were in
conflict with the interest of the Company. Accordingly, information in form AOC-2 is not
annexed.
All Related Party Transactions are placed before the Audit Committee
and the Board for approval. Prior omnibus approval of the Audit Committee is obtained for
the transactions which are of a foreseen and repetitive nature. The transactions entered
into pursuant to the omnibus approval so granted are placed before the Audit Committee and
the Board of Directors for their review and approval on a quarterly basis.
As required under Regulation 23 of the SEBI Listing Regulations, the
Company has framed a Policy on Materiality of Related Party Transactions and on dealing
with Related Party Transactions which is available on the Website of the Company at www.voepl.com
DETAILS OF LOANS, GUARANTEES AND INVESTMENTS U/S 186 OF THE COMPANIES
ACT, 2013
During the year under review company has given loan of Rs 8.80 Cr to
the subsidiary of company Other than this company has not given any ICD, guarantee to any
other body corporate, subsidiary or associate.
Other details for inter corporate financial transactions or
remuneration and other benefits paid to directors, their relatives, key managerial
personnel etc. are given as per requirements of AS 18.
AUDITORS • Statutory Auditors
M/s. Jain Chhajed & Associates, Chartered Accountants, an Auditors
firm was appointed as Statutory auditors of the company, for the second term of five
consecutive years at the 6th Annual General Meeting held on Thursday, June 3,
2021. As per Rule 6(3) of the Companies (Audit and Auditors) Rules 2014, M/s. Jain Chhajed
& Associates has completed audit term of 10 consecutive years as Statutory Auditors of
the Company and not eligible to be appointed as Statutory Auditor of the Company.
Accordingly, Board of Directors has appointed M/s. SKVM & Co. (FRN
121035W) as Statutory Auditor of the Company for term of 5 years starting from FY 2025-26
till the AGM of FY 2029-30 to be held in the calendar year 2030 subject to the approval of
Members of the Company in the ensuing AGM.
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, adverse remark or disclaimer.
• Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013,
read with rules made thereunder, the Board of Directors has appointed M/s Prachi Bansal
& Associates, Practicing Company Secretaries, as Secretarial Auditor to conduct
Secretarial Audit of the Company for the Financial Year 2024-25. The report submitted by
the Secretarial Auditor in Form MR-3 is attached to this report as Annexure - IV. The
Secretarial Auditor Report does not contain any qualification, reservation or adverse
remark.
Further, owing to amendments in the Listing Regulations, the Company is
mandated to appoint a Secretarial Auditor for a period of five consecutive financial
years.
The Company proposes to appoint M/s Prachi Bansal & Associates,
Practicing Company Secretaries, as Secretarial Auditor of the Company for a term of five
consecutive financial years to conduct secretarial audit for financial year(s) 2025-26 to
2029-30. Detailed proposal for appointment is mentioned in the Notice of AGM of the
Company
• Cost Auditors
In terms of the provisions of Section 148 of the Act, read with the
Companies (Cost Records and Audit) Rules, 2014, the Board of Directors had, on the
recommendation of the Audit Committee, appointed KPMSS & Associates, Cost Accountants,
Nashik, as the Cost Auditors, to conduct the cost audit for the financial year ended March
31, 2025.
As required under the Act, the remuneration payable to the cost auditor
is required to be placed before the members in a general meeting for their ratification.
Accordingly, a resolution seeking members' ratification for the remuneration payable
to Cost Auditors, forms part of the Notice convening the Annual General Meeting.
• Internal Auditors
In terms of the provisions of Section 138 of the Act read with
Companies (Account) Rules, 2014, the Company has re-appointed M/s Pooja M. Kulkarni &
Co., Chartered Accountants, Nashik as the internal auditors.
REPORTING OF FRAUDS BY AUDITORS
During the year under review, none of the auditors, viz., statutory
auditors, cost auditors, and secretarial auditors, have reported to the Audit Committee,
under Section 143(12) of the Act, any instances of fraud committed against the Company by
its officers or employees, the details of which would need to be mentioned in the
Board's Report.
ANNUAL RETURN
The Annual Return of the Company as on March 31, 2025 will be available
on the website of the Company at www.voepl.com .
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report prepared pursuant to SEBI
(Listing Obligations and Disclosure Requirements) Regulations; 2015 forms part this
Directors' Report is attached as Annexure - V.
CORPORATE GOVERNANCE
Corporate Governance Report prepared pursuant to SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 forms part of this
Directors' Report. During the year under review, your company has complied with the
applicable Secretarial Standards.
INSURANCE
The Fixed Assets and Stocks of your Company are adequately insured.
RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM
Your Company has an Internal Financial Control System commensurate with
the size, scale and complexity of its operations. Your Company has adopted proper system
of Internal Control and Risk Management to ensure that all assets are safeguarded and
protected against loss from unauthorized use or disposition and that the transactions are
authorized, recorded and reported properly.
The effectiveness of internal financial controls is reviewed through
the internal audit process. Reports of internal auditors are reviewed by Audit Committee
of the Company and desired actions are initiated to strengthen the control and
effectiveness of the system.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Your Company has adopted a vigil mechanism. The details of the same are
explained in the Corporate Governance Report and also posted on the website of the
Company.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
A list of subsidiaries/joint ventures of your Company is provided as
part of the notes to the consolidated financial statements. During the year under review,
the Company has not incorporated any subsidiary.
Pursuant to the provisions of Section 129, 134 and 136 of the Act read
with rules made thereunder and Regulation 33 of the SEBI Listing Regulations, your Company
has prepared consolidated financial statements of the Company and a separate statement
containing the salient features of financial statement of subsidiaries in Form AOC-1,
which forms part of this Annual Report.
Further, pursuant to the provisions of Section 136 of the Act, the
standalone and consolidated financial statements of the Company and separate audited
financial statements in respect of subsidiaries are available on the website of the
Company https://www.voepl.com/
MATERIAL SUBSIDIARIES
The Company has formulated a policy for determining Material
Subsidiaries. The policy is available on your
Company's website and link for the same is https://www.voepl.com/companv-policies
During the year under review, no subsidiary of the Company
becomes/ceases to be a material subsidiary of the Company.
CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES
During the year, the company has constituted the CSR Committee due to
applicability of the provisions subsection (1) of Section 135 of the Companies Act, 2013.
The Company has constituted CSR Committee and framed CSR Policy and
approved by the board of directors at the board meeting held on May 29, 2023 and September
01, 2023 respectively.
During the year under review, your Company has spent Rs. 20.88 Lakh
i.e., 2% of average net profit of last three financial years on CSR activities as per
applicable statutory provisions. Your Company has Utilized CSR Funds for Apprenticeship
Training Under ‘Skill Training' Already Covered Under Item No. (Ii) Of Schedule
VII of The Companies Act. The details are available in the CSR Report annexed herewith as Annexure
I. The CSR Policy has been uploaded on the website of the Company at https://www.voepl.com/company-policies .
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
As per the requirement of the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with rules
made thereunder, your Company has laid down a Prevention of Sexual Harassment (POSH)
Policy and has constituted Internal Complaints Committees (ICs) at all relevant locations
across India to consider and resolve the complaints related to sexual harassment. The ICs
include external members with relevant experience. The ICs, presided by senior women,
conduct the investigations and make decisions at the respective locations. Your Company
has zero tolerance on sexual harassment at the workplace. The ICs also work extensively on
creating awareness on relevance of sexual harassment issues, including while working
remotely. The employees are required to undergo mandatory training/ certification on POSH
to sensitize themselves and strengthen their awareness. During the year under review, your
Company has not received any complaint pertaining to sexual harassment.
COMPLIANCE WITH MATERNITY BENEFIT ACT 1961
The Company has complied with the applicable provisions of the
Maternity Benefit Act, 1961. All eligible women employees have been extended the benefits
as prescribed under the Act. The Company remains committed to supporting working mothers
and promoting a gender-inclusive workplace.
THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS
AS AT THE END OF THE FINANCIAL YEAR
During the year under review no such instance has occurred.
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
During the year under review no such instance was occurred.
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, hereby confirm that:
• in the preparation of the annual financial statements for the
financial year ended March 31, 2025, the applicable accounting standards have been
followed along with proper explanation relating to material departures, if any;
• the directors have selected such accounting policies have been
selected and applied them consistently and judgment and estimates have been made that are
reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company as at March 31, 2025 and of the loss of the Company for the year ended on that
date;
• the directors have taken proper and sufficient care has 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;
• the annual financial statements have been prepared on a going
concern basis;
• the directors, had laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and
operating effectively;
• the directors have advised proper systems to ensure compliance
with the provisions of all applicable laws and such systems are adequate and operating
effectively.
ACKNOWLEDGEMENTS
Your directors place on records their sincere appreciation for the
valuable support and co-operation received from Government of India and regulatory
authorities, financial institutions and banks associated with the Company during the year.
Your directors thank all shareholders, esteemed customers, suppliers and business
associates for their faith, trust and confidence reposed in the Company.
Your directors also wish to place on record their sincere appreciation
for the dedicated efforts and consistent contribution made by the employees at all levels.
The Directors look forward to your continuing support.
FORM AOC- 1
(Pursuant to first proviso to sub-section (3) of section 129 read with
rule 5 of Companies (Accounts) Rules, 2014)
Statement containing salient features of the financial statement of
subsidiaries or associate companies or Joint ventures
Name of the subsidiary |
y YLP Solutions
Pvt Ltd |
Virtuoso Polymers Pvt Ltd |
Date of
Incorporation |
24/06/2014 |
29/07/2024 |
Reporting period
for the subsidiary concerned, if different from the holding company's reporting
period. |
April 01, 2024 to March 31, 2025 |
April 01, 2024 to March 31, 2025 |
Reporting currency
and Exchange rate as on the last date of the relevant financial year in the case of
foreign subsidiaries. |
NA |
NA |
Share capital |
Authorized: Rs. 2,00,000/-
Paid up: Rs. 2,00,000/- |
Authorized: Rs. 50,00,000/-
Paidup:Rs. 10,00,000/- |
Reserves and
surplus |
Rs. 15.92 Lakh |
Rs. -12.08 Lakh |
Total assets |
Rs. 68.85 Lakh |
Rs. 973.04 Lakh |
Total Liabilities |
Rs. 50.93 Lakh |
Rs.970.96 Lakh |
Investments |
0.00 |
0.00 |
Turnover |
Rs. 88.99 Lakh |
Rs. 31.18 Lakh |
Profit before
taxation |
Rs. 9.41 Lakh |
Rs. 1.60 Lakh |
Provision for
taxation |
Rs. 2.36 Lakh |
Rs. 13.69 Lakh |
Profit after
taxation |
Rs. 7.05 Lakh |
Rs. -12.08 Lakh |
Proposed Dividend |
0.00 |
0.00 |
Extent of
shareholding (in percentage) |
0.00 |
0.00 |
• Names of subsidiaries which are yet to commence operations: Virtuoso
Compressors Pvt Ltd (Date of incorporation: 29/04/2025)
• Names of subsidiaries which have been liquidated or sold during
the year: No such instance during the year
ANNEXURE I - REPORT ON CSR ACTIVITIES/ INITIATIVES
[Pursuant to Section 135 of the Companies Act, 2013 & Rules made
thereunder]
1. Brief outline on CSR Policy of the Company:
Your Company recognizes the importance of good corporate governance and
corporate social responsibility in promoting and strengthening the trust of its
shareholders and other stakeholders. The CSR Policy is guided by the Company's corporate
vision and committed towards improving the quality of lives of people in communities in
which it operates because; the society is an essential stakeholder and the purpose of its
existence. The company believes that giving back to the society through CSR activities is
its moral duty.
2. Composition of CSR Committee:
Sr. No. |
Name of the Director |
Designation |
No. CSR Meetings |
No. of Meeting attended |
1 |
Mr. Sukrit Bharati |
Chairperson |
2 |
2 |
2 |
Ms. Drashti Solanki |
Member |
2 |
2 |
3 |
Mr. Abhinav Mahaian |
Member |
2 |
2 |
4 |
Ms. Ilia Bhat* |
Member |
2 |
2 |
*Ms. Ilia Bhat was appointed as member of the Committee w.e.f. April
29, 2024.
3. Provide the web-link(s) where Composition of CSR Committee, CSR
Policy and CSR Projects approved by the board are disclosed on the website of the company:
https://drive.google.eom/file/d/lUNcKI7Pv7zpudZhRWmEMWNFe-SPi6rMw/view
4. Provide the executive summary along with web-link(s) of Impact
Assessment of CSR Projects carried out in pursuance of sub-rule (3) of rule 8, if
applicable
Not applicable
5. Details of the amount available for set off in pursuance of sub-rule
(3) of rule 7 of the Companies (Corporate Social responsibility Policy) Rules, 2014 and
amount required for set off for the financial year, if any
Sr. No. |
Financial Year |
Amount available for
set-off from preceding financial years (in Rs) |
Amount required to be
setoff for the financial year, if any (in Rs) |
Not applicable |
6. Average net profit of the company as per sub-section (5) of section
135. (Calculated as per section 198 of the Companies Act, 2013)
Financial Year |
Profit before tax |
Average of 3 years |
2021-22 |
Rs. 5,73,05,911.41 |
Rs. 10, 44,22,305.00 |
2022-23 |
Rs. 11,29,09,426.28 |
|
2023-24 |
Rs. 14,30,18,577.43 |
|
Two percent of average net profit of the company as per sub-section (5)
of section 135: Rs 10,44,22,305* 2/100 = Rs. 20,88,266/- (Rupees Twenty Lakh Eighty-Eight
Thousand Two Hundred Sixty-Six only)
Surplus arising out of the CSR Projects or programs or activities of
the previous financial years: Nil
Amount required to be set-off for the financial year, if any: Nil Total
CSR obligation for the financial year [(b)+(c)-(d)]: Rs. 20,88,266/-
7. Details
a) Amount spent on CSR Projects (both Ongoing Project and other than
Ongoing Project): Rs. 20,88,266/- (Rupees Twenty Lakh Eighty-Eight Thousand Two Hundred
Sixty-Six only)
b) Amount spent in Administrative Overheads: Nil
c) Amount spent on Impact Assessment, if applicable. - Nil.
d) Total amount spent for the Financial Year [(a)+(b)+(c)]: Rs.
20,88,266/- (Rupees Twenty Lakh Eighty-Eight Thousand Two Hundred Sixty-Six only)
8. Details
a) CSR amount spent or unspent for the Financial Year:
|
Amount unspent
(in Rs.) j |
Total Amount Spent for the
Financial Year |
Total Amount
transferred to Unspent CSR Account as per subsection (6) of section 135 |
Amount
transferred to any fund specified under Schedule VII as per second proviso to sub-section
(5) of section 135 |
(in Rs.) |
Amount |
Date of Transfer |
Name of the Fund |
Amount |
Date of Transfer |
20,88,266/- |
NIL |
NIL |
NIL |
NIL |
NIL |
b) CSR amount spent or unspent for the Financial Year:
s.
N. |
Name of the Project |
Item from the list of
activities in
Schedule VII to the
Act |
Local
area
(Yes/No) |
Location of the project |
Project
duration |
Amount allocated for the
project (in Rs.) |
Amount spent hi the
current financial Year (in Rs.) |
Amount transferred to
Unspent CSR Account for the project as per Section 135(6) (in Rs.) |
Mode of
Implementation - Direct (Yes/No) |
Mode of Implementation -
Through Implementing
Agency |
1 |
Govt
Apprenticeship
Schemes |
|
Yes |
Nasliik |
1 year |
20.88.266/- |
20.88.266/- |
|
Yes |
No |
c) Details of CSR amount spent against other than ongoing projects for
the financial year
S. N. |
Name of the Project |
Item from the list of
activities in Schedule VII to the Act |
Local area
(Yes/No) |
Location of the project
State/District |
Amount spent for the
project (in Rs.) |
Mode of Implementation
Direct (Yes/No) |
Mode of Implementation
Through Implementing
Agency
Name of the
Agency
CSR - RN |
|
|
|
|
|
|
|
|
d) Excess amount for set-off, if any:
Sr. No. |
Profit Before Tax |
Amount (In Rs.) |
i |
Two percent of average net
profit of the company as per sub-section (5) of section 135 |
NIL |
ii |
Total amount spent for the
Financial Year |
NIL |
iii |
Excess amount spent for the
Financial Year "(ii)-(i)l |
NIL |
iv |
Surplus arising out of the
CSR projects or programs or activities of the previous Financial Years, if any |
NIL |
V |
Amount available for set off
in succeeding Financial Years T(iii)-(iv)l |
NIL |
9. Details
a) Details of Unspent Corporate Social Responsibility amount for the
preceding three Financial
S.N. |
Preceding Financial
Year(s) |
Amount transferred to
Unspent CSR Account |
Balance Amount in Unspent CSR
Account under |
Amount Spent in the
Financial |
Amount
transferred to a Fund as specified under Schedule VII as per second proviso to sub-
section (5) of section 135, if any |
Amount remaining to be
spent in succeeding |
|
|
under subsection (6) of
section 135 (in Rs.) |
subsection (6) of
section 135 (in Rs.) |
Year (in Rs) |
Name of
the Fund |
Amount (in Rs.) |
Date of transfer |
Financial Years (in Rs) |
|
|
|
|
|
|
|
b) Details of CSR amount spent in the financial year for ongoing
projects of the preceding financial year(s):
Project No |
Project Name |
Financial Year in which
the project was commenced. |
Project
duration |
Total amount allocated
for the project (in Rs.). |
Amount spent on the
project in the reporting Financial Year (in Rs). |
Cumulative amount spent
at the end of reporting Financial Year, (in Rs.) |
Status of the project -
Completed / Ongoing. |
|
|
|
|
|
|
|
|
10. Whether any capital assets have been created or acquired through
Corporate Social Responsibility amount spent in the Financial Year: No
If Yes, enter the number of Capital assets created/ acquired - Not
Applicable
Furnish the details relating to such asset(s) so created or acquired
through Corporate Social Responsibility amount spent in the Financial Year:
|
Short particulars of
the property or |
Pin code of |
|
Amount |
Details of
entity of Authority/ beneficiary of the registered owner |
SN |
asset(s) [including
complete address and location of the property |
property or
asset(s) |
Date of creation |
of CSR
amount
spent |
CSR
Registration Number if applicable |
Name |
Registered
address |
|
|
|
|
|
|
|
|
(All the fields should be captured as appearing in the revenue record,
flat no, house no. Municipal Office/Municipal Corporation/ Gram panchayat are to be
specified and also the area of the immovable property as well as boundaries)
11. Specify the reason(s), if the company has failed to spend two
per cent of the average net profit as per sub- section (5) of section 135: Not
Applicable
ANNEXURE - II TO DIRECTORS' REPORT
INFORMATION ON CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO REQUIRED IN TERMS OF SECTION 134(3)(m) OF THE COMPANIES ACT,
2013 READ WITH RULE 8(3) OF THE COMPANIES (ACCOUNTS) RULES, 2014
A. CONSERVATION OF ENERGY
i. STEPS INITIATED OR IMPACT ON THE CONSERVATION OF ENERGY:
The Company is primarily engaged in business of manufacturing of
high-volume production of Electronics Manufacturing Services (EMS) and consumer products.
The Company manufacturing consumer durable goods and assemble a wide array of products and
provide end-to-end product solutions. Company also serves under both original equipment
manufacturing (OEMs) and Original Design Manufacturers (ODMs) business model. The Company
has no particulars to report regarding conservation of energy as required under Section
134 of the Companies Act, 2013 and Rules made thereunder.
ii. STEPS TAKEN BY THE COMPANY FOR UTILISING ALTERNATE SOURCES OF
ENERGY
To reduce indirect energy consumption in FY 2024-25, your Company had
undertaken several efforts including improving the operating efficiency of industrial
machinery. Also, your Company is installing state of-the-art equipment and upgrading older
ones to make them more energy efficient.
Some of the other conservative measures, which your Company has already
implemented, are:
a) Rain water harvesting at one plant at Satpur, Nashik.
b) Optimum usage of Air Conditioners throughout its premises by
ensuring that there is no cool air leakage.
c) Optimum utilization of electric appliances during non-peak hours and
on weekends.
d) Installation of sun film to dissipate heat
e) Usage of LED lights for all its lighting solution
iii. CAPITAL INVESTMENT ON ENERGY CONSERVATION EQUIPMENT:
In the ensuing years, your Company has installed roof-top solar power
plant for 3 plants at Nashik.
B. RESEARCH AND DEVELOPMENT & TECHNOLOGY ABSORPTION
• Efforts Made Towards Technology Absorption: Your company has
implemented the 'Green Initiative' to enable electronic delivery of
notice/documents/annual reports to shareholders. Electronic copies of the Annual Report
for the FY-2024-25 and notice of the 10th Annual General Meeting were sent to
all members whose e-mail addresses are registered with the Company/Depository
Participant(s) as on the record date.
• Outcome and benefits: As we have done backward as well as
forward integration which has decreased our costs and helped us to capture 'A' Category
customers. This increased our profit margins and reputation in the market.
• INFORMATION REGARDING IMPORTED TECHNOLOGY (IMPORTED DURING LAST 3
YEARS): The Company has not imported technology during the last three years and
therefore details including the details of technology imported, the year of import,
whether the technology been fully absorbed and if not fully absorbed, areas where
absorption has not taken place, and the reasons thereof are not applicable.
• EXPENDITURE INCURRED ON R & D: During the year under
review, Company has incurred Rs. 8.34 Cr. on Research and Development
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
During the year under review, the total foreign exchange expenditure
amounted to Rs. 7371.44 Lakhs (which includes Rs.4253.38 Lakhs for the import of raw
materials and components of Rs. 3118.06 Lakh towards expenditure in foreign currency. The
Company did not earn any foreign exchange.
ANNEXURE III TO THE DIRECTORS' REPORT
[Pursuant to Rule 5 (1) of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014]
1. The ratio of the remuneration of each Director to the median
remuneration* of the Employees of the Company for the financial year
* For calculating median remuneration workman trainees are not
included.
(Explanation (i) the expression "median" means the numerical
value separating the higher half of a population from the lower half and the median of a
finite list of numbers may be found by arranging all the observations from lowest value to
highest value and picking the middle one; (ii) if there is an even number of observations,
the median shall be the average of the two middle values).
The percentage increase in remuneration of each Director, Chief
Financial Officer, Chief Executive Officer, Company Secretary, or Manager, if any, in the
financial year:
• Remuneration paid to directors is within the overall limits
approved by the shareholders of the Company.
• The ratio of remuneration MD, CFO and CS to the Median
Remuneration of all employees who were on the payroll of the Company and the percentage
increase in their remuneration during the financial year 2024-25 are given below:
Name & Designation |
Ratio to median |
Percentage Increase in
Remuneration |
Mr. Sukrit Bharati (Managing
Director) |
6 |
NIL |
Mrs. Ziral Soni (Independent
Director) |
NA |
NA |
Ms. Drashti Solanki
(Independent Director) |
NA |
NA |
Mr. Vishrut Bharati
(Non-Executive Non-Independent Director) |
NA |
NA |
Mr. Abhinav Mahajan (Executive
Director) |
3 |
NIL |
Mr. Sajid Shaikh (Chief
Financial Officer) |
6.33 |
17.15% |
Ms. Vibhuti Kulkarni
(Company Secretary & Compliance Officer) |
0.83 |
NIL |
* Ms. Ila S Bhat (DIN: 10605053), was appointed w.e.f. April 29, 2024
as an independent director.
Number of permanent employees
The Company had 274 employees as of March 31, 2025.
Percentage increase in the median remuneration of employees in FY25
The percentage increase in the median remuneration of employees in FY25
stood at 61.36%.
Average percentile increase already made in the salaries of employees
other than the managerial personnel in the lastfinancial year and its comparison with the
percentile increase in the managerial remuneration and Justification thereof and point out
if there are any exceptional circumstances for increase in the managerial remuneration:
The average percentage increase in the salaries of employees other than
the managerial personnel in the last financial year is 10%, as against increase of 17.15 %
in salary of the Key Managerial Personnel. The increment given to each individual employee
is based on the Employees' Performance and also Benchmarked against a comparable
basket of relevant Companies in India.
2. Affirmation that the remuneration is as per the Remuneration Policy
of the Company
It is affirmed that the remuneration paid is as per the Remuneration
Policy for Directors, Key Managerial Personnel and other employees, adopted by the
Company.
Annexure IV to the Annual Report
Form No. MR-3
Secretarial Audit Report
For the Financial Year ended March 31, 2025
[Pursuant to Section 204( 1) of the Companies Act, 2013 and Rule 9 of
the Companies (Appointment and Remuneration of Personnel) Rules, 2014]
To,
The Members
Virtuoso Optoelectronics Limited
I have conducted the Secretarial Audit of the compliance of applicable
statutory provisions and the adherence to good corporate practices by Virtuoso
Optoelectronics Limited (hereinafter called “the Company”). Secretarial Audit
was conducted in a manner that provided me a reasonable basis for evaluating the corporate
conducts / statutory compliance and expressing my opinion thereon.
Based on my verification of books, papers, minute books, forms and
returns filed and other records maintained by the Company and also the information
provided by the Company, its officers, agents and authorised representatives in the
conduct of secretarial audit, I hereby report that in my opinion, the Company has, during
the audit period covering the financial year ended on 31st March, 2025,
generally complied with the statutory provisions listed here under and also that the
Company has proper Board-processes and compliance mechanism in place to the extent, in the
manner and subject to the reporting made hereinafter:
I have examined the books, papers, minute books, forms and returns
filed and other records maintained by the Company for the financial year ended on 31st
March, 2025 according to the provisions of:
i. The Companies Act, 2013 (the Act) and the rules made thereunder;
ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRAj and
the rules made thereunder;
iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed
thereunder;
iv. Foreign Exchange Management Act, 1999 and the rules and regulations
made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and
External Commercial Borrowings;
v. The following Regulations and Guidelines prescribed under the
Securities and Exchange Board of India Act, 1992 (‘SEBI Actj: -
a) The Securities and Exchange Board of India Substantial Acquisition
of Shares and Takeovers) Regulations, 2011;
b) The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015;
c) The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2009 and The Securities and Exchange Board of India
(Issue of Capital and Disclosure Requirements) Regulations, 2018 and amendments from time
to time;
d) The Securities and Exchange Board of India (Share Based Employee
Benefit) Regulation, 2014 and Securities and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021;
e) The Securities and Exchange Board of India (Issue and Listing of
Debt Securities) Regulations, 2008 and Securities and Exchange Board of India (Issue and
Listing of Non-Convertible Securities) Regulations 2021; (Not Applicable to the Company
during the Audit Period);
1) The Securities and Exchange Board of India (Registrars to an Issue
and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with
client; (Not Applicable as the
Company is not registered as Registrar to Issue and Share Transfer
Agent during the financial year under review).
g) The Securities and Exchange Board of India (Delisting of Equity
Shares) Regulations, 2009 and Securities and Exchange Board of India (Delisting of Equity
Shares) Regulations, 202 1 (Not Applicable to the Company during the Audit Period); and
h) The Securities and Exchange Board of India (Buyback of Securities)
Regulations, 1998 and The Securities and Exchange Board of India (Buyback of Securities)
Regulations, 2018, as applicable (Not Applicable to the Company during the Audit Period).
i)
Laws specifically applicable to the industry to which the Company
belongs, as identified by the management, that is to say:
1. The Factories Act, 1948;
2. The Payment of Wages Act, 1936
3. The Minimum Wages Act, 1948
4. Employees Provident Fund and Misc. Provisions Act, 1952
5. Employers State Insurance Act, 1948;
6. The Environment (Protection) Act, 1986;
7. The Payment of Bonus Act, 1965;
8. Maternity Benefits Act, 1961
9. Payment of Gratuity Act, 1972
10. Maharashtra Labour Welfare Fund Act, 1953
11. Industrial Employment Standing Orders Act, 1946
12. Contract Labour (Regulation 8s Abolition) Act, 1970
13. Industrial Dispute Act, 1947.
14. Employees Compensation Act, 1923
15. E-Waste (Management) Rules, 2022
16. The Apprentices Act, 1961
I have also examined compliance with the applicable clauses of the
following:
a) Secretarial Standards issued by The Institute of Company Secretaries
of India.
b) The Securities and Exchange Board of India (Listing Obligations and
Disclosures Requirements) Regulations, 2015.
During the period under review the Company has complied with the
provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above
subject to filing of certain e-forms with additional fees.
I further report that
The Board of Directors of the Company is duly constituted with proper
balance of Executive Directors, Non-Executive Directors and Independent Directors.
Adequate notice is given to all directors to schedule the Board
Meetings, agenda and detailed notes on agenda were sent at least seven days in advance,
and a system exists for seeking and obtaining further information and clarifications on
the agenda items before the meeting and for meaningful participation at the meeting.
As per the minutes, the decisions at the Board Meetings were taken
unanimously. I further report that based on review of compliance mechanism established by
the Company and on the basis of the Compliance Certificate(s) issued by the Company and
taken on record by the Board of Directors at their meeting(s), we are of the opinion that
there are adequate systems and processes in place in the Company which is commensurate
with the size and operations of the Company to monitor and ensure compliance with
applicable laws, rules, regulations and guidelines;
I further report that
• The company has made allotment of 3,500,100 Equity Shares on
March 02, 2024 issued through a preferential issue and has submitted an application for
their listing and trading on BSE Limited, which is still pending for approval.
• The Company has also made allotment of 31,50,000 Equity Shares
upon conversion of warrants on March 01, 2025 issued through a preferential issue and has
submitted an application for their listing and trading on BSE Limited, which is also
pending for approval.
• Accordingly, the credit of Equity Shares from CDSL and NSDL is
also pending and hence Shares are not tradable on Stock Exchange.
ANNEXURE-A
Secretarial Audit Report
To,
The Members
Virtuoso Optoelectronics Limited
Management's Responsibility:
It is the responsibility of the management of the Company to maintain
secretarial records, devise proper systems to ensure compliance with the provisions of all
applicable laws and regulations and to ensure that the systems are adequate and operate
effectively.
Auditor's Responsibility:
Our responsibility is to express an opinion on these secretarial
records, standards and procedures followed by the Company with respect to secretarial
compliances. We believe that audit evidence and information obtained from the
Company's management is adequate and appropriate for us to provide a basis for our
opinion. Wherever required, we have obtained the management's representation about
the compliance of laws, rules and regulations and happening of events etc.
Disclaimer:
The Secretarial Audit Report is neither an assurance as to the future
viability of the Company nor of the efficacy or effectiveness with which the management
has conducted the affairs of the Company.
We have followed the audit practices and process as were appropriate to
obtain reasonable assurance about the correctness of the contents of the secretarial
records. The verification was done on test basis to ensure that correct facts are
reflected in secretarial records. We believe that the process and practices, we followed
provide a reasonable basis for our opinion.
We have not verified the correctness and appropriateness of financial
records and books of account of the Company.
The relevant records have been examined through or received by
electronic mode and physical records were not inspected. However, necessary confirmation
for the authenticity of the records received has been provided by the Company.
|