Your Director's have pleasure in presenting the 39th Annual Report of your Company together with the Audited Statement of Accounts and the Auditors' Report of your company for the financial year ended 31st March. 2024
L FINANCIAL HIGHLIGHTS
The financial performance of your company for the year ending March 31. 2024 is summarized below:
l? In Lakhs)
|
Particulars
|
2023-24 1
|
2022-23
|
|
Revenue from Operations
|
4,797.47
|
4,678.25
|
|
Other Income
|
32.10
|
35.45
|
|
Profit before 1 nterest. Depreciation, Other expenses & Tax
|
1.482.96
|
1,305.26
|
|
Finance Cost
|
67.60
|
72.14
|
|
Depreciation
|
36.78
|
36.45
|
|
Other expenses
|
1324.19
|
1,486.06
|
|
Net Profit before Tax
|
54.39
|
-289.39
|
|
Tax Expense
|
0
|
0
|
|
Deferred Tax
|
30.06
|
-122.23
|
|
Net Profit after Tax
|
24.33
|
-167.16
|
financial statement relates on the date of this report except the Demand of R576.30 Lakhs for tax liabilities towards certain disallowances with interest for A Y. 2011-12 to 2014-15 were allowed in favour of Income Tax Department. The Board has decided to file appeal against the order.
8. SHARE CAPITAL
The issued, subscribed and paid-up Equity Share Capital of the Company as on March 31. 2024. was ?7,42,03,000 comprising of 74,20,300 Equity Shares of ? 10.00 each The Company has not issued any Equity Shares during FY 2023-2024. There was no change in Share Capital during the year under review.
Distribution of Shareholding (As on March 31. 2024)
|
Shareholding
|
No of Shareholder
|
% of Holders
|
Shares
|
%of Holding
|
|
1-500
|
12578
|
94.67
|
1492827
|
2012
|
|
501-1000
|
320
|
241
|
273354
|
368
|
|
1001-2000
|
143
|
1.08
|
226094
|
3.05
|
|
2001-3000
|
64
|
0.48
|
163466
|
2.20
|
|
3001-4000
|
37
|
0.28
|
131574
|
1.77
|
|
4001-5000
|
29
|
0.22
|
135019
|
1.82
|
|
5001-10000
|
42
|
032
|
305130
|
4.11
|
|
100001-9999999999
|
73
|
055
|
4692836
|
63.24
|
|
Total
|
13286
|
100.00
|
7420300
|
100.00
|
On the basis of category:
|
Category
|
No of Shares Holder
|
% of Shareholders
|
No. of shares
|
%of Holding
|
|
Clearing Members
|
2
|
002
|
1834
|
0.02
|
|
Corporate Bodies
|
21
|
016
|
87696
|
1.18
|
|
Group Companies
|
1
|
0.01
|
1075900
|
14.50
|
|
Non Resident Indian
|
19
|
014
|
44243
|
060
|
|
Other Directors
|
1
|
0.01
|
300
|
000
|
|
Promoter
|
6
|
005
|
1664327
|
22.43
|
|
Director Relatives
|
1
|
0.01
|
7500
|
010
|
|
Dublic
|
13235
|
99.62
|
4538500
|
61.16
|
|
Total
|
13286
|
100.00
|
7420300
|
100.00
|
2. STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK
During the reporting period company's performance was satisfactory in terms of revenue generation as the same has generated total revenue of ?4,797.47 Lakhs which is 119.22 Lakhs more than the last year's turnover. Company has generated other income of ?32.10 Lakhs during the year as compared to the other income generated in the previous year amounting ?35.45 Lakhs. The company has earned net profit of ?24.33 Lakhs during the year as compared to the loss of ?167.16 Lakhs in the previous financial year. The Board is taking the necessary steps to improve the performance of the Company and to have better working results in the coming years.
3. CAPITAL EXPENDITURE:
As on March 31, 2024 the gross fixed assets (tangible and intangible) stood at ?840.40 lakhs (previous year ?833.39 lakhs) and the net fixed assets (tangible and intangible), at ?369.16 Lakhs (previous year ?398.79 lakhs). Capital Expenditure during the year amounted to ?7.37 lakhs (previous year ?6.31 Lakhs).
4. TRANSFERTO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013
The company has not transferred any amounts in the Reserves in terms of Section 134(3) (J) of the Companies Act. 2013.
5. DIVIDEND
The Board of Directors of the Company, after considering holistically the relevant circumstances has not recommended any dividend for the current financial year with a view to conserve the profits generated.
6. CHANGE IN THE NATURE OF BUSINESS
During the period under review, the Company has not changed its line of business in such a way that amounts to commencement of any new business or discontinuance, sale or disposal of any of its existing businesses or hiving off any segment or division.
7. MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this
9. Transfer of unclaimed dividend to Investor Education and Protection Fund
There was no unclaimed/unpaid dividend, application money, debenture interest and interest on deposits as well as the principal amount of debentures and deposits, remaining unclaimed/ unpaid in relation to the Company hence the Company is not required to transfer any amount to Investor Education and Protection Fund (IEPF).
10. Particulars of Loans, Guarantees and Investments
There were no loans, guarantees, or investments made by the Company under Section 186 of the Companies Act. 2013 during the year under review and hence the said provision is not applicable.
11. Information about Subsidiary/ JV/ Associate Company
Company does not have any Subsidiary. Joint venture or Associate Company.
12. Deposits
During the year under review, your Company has not invited any deposits from public/shareholders as per Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules. 2014
13. Related Party Transactions
Transactions with related parties, as per requirements of Accounting Standard 24, are disclosed in the notes to accounts annexed to the financial statements. All related party transactions that were entered into during the financial year were in the ordinary course of the business of the Company and were on an arm's length basis. There were no materially significant related party transactions entered with Promoters, Directors, Key Managerial Personnel, or other persons which may have a potential conflict with the interest of the Company. The transactions entered, pursuant to the omnibus approval so granted, are audited
and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval. The policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions as approved by the Audit Committee and the Board of Directors is uploaded on the website of the Company httD://auiaratterce.in/Code-and-Policies. Since all related party transactions entered into were in the ordinary course of business and were on an arm's length basis, form AOC-2 is not applicable to the Company.
14. Directors and Key Managerial Personnel
There has been no Change in the constitution of Board during the year.
Composition of board of directors as on 31/03/2024 is as following:
|
S. No.
|
Name
|
Designation
|
DIN
|
Date of Appointment
|
|
1
|
Mr. Prajapati Natwarbhai Parsottam
|
Whole-time Director
|
00031187
|
28/03/1985
|
|
2
|
Mr. Amritbhai Purshottamdas Prajapati
|
Whole-time Director
|
00699001
|
01/03/2006
|
|
3
|
Ms. Chhayaben Ashwinbhai Shah
|
Director
|
01435892
|
31/03/2015
|
|
4
|
Mr. Viplav Suryakantbhai Khamar
|
Director
|
07859737
|
27/06/2017
|
|
5
|
Mr. Prajapati Aalap Natubhai
|
Managing Director
|
08088327
|
01/04/2018
|
|
6
|
Mr. Surendrakumar Prakashchandra Sharma
|
Director
|
06430129
|
10/08/2018
|
|
7
|
Mr. Navinchandra Patel
|
Director
|
08702502
|
26/02/2020
|
|
8
|
Mr. Bhagirath Ramhit Maurya
|
CFO
|
BFSPM1373Q
|
17/12/2018
|
|
9.
|
Mrs. Ripalben Sachinkumar Sukhadiya
|
Company Secretary
|
CUAPS6172B ACS No. 43635
|
21/03/2023
|
15. Declaration by Independent Directors
The Board of Directors of the Company hereby confirms that all the Independent directors duly appointed by the Company have given the declaration and they meet the criteria of independence as provided under Section 149(6) of the Companies Act. 2013
16. Meetings
(A) Board Meetings
The gap between two Board meetings did not exceed 120 days. The schedule of Board/Committee meetings are communicated in advance to the directors/committee members to enable them to plan their schedules and to ensure their meaningful participation in the meetings.
The Board met Five times in financial year details of which are summarized as below:
|
S No.
|
Date of Meeting
|
Board Strength
|
No. of Directors Present
|
|
1
|
13/05/2023
|
7
|
7
|
|
2
|
11/08/2023
|
7
|
6
|
|
3
|
08/11/2023
|
7
|
7
|
|
4
|
05/02/2024
|
7
|
7
|
|
5
|
29/03/2024
|
7
|
7
|
(B) Separate Meetings of Independent Director
During the year under review, the Independent Directors met on February 5, 2024 as required under
Schedule IV to the Act (Code for Independent Directors) and Regulation 25 (3) of the Listing Regulations,
inter alia, to discuss:
(a) Evaluation of the performance of Non-Independent Directors and the Board of Directors as a whole;
(b) Evaluation of the performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors.
(c) Evaluation of the quality, quantity and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties effectively.
All the Independent Directors were present at the Meeting.
(C) Committee Meetings:
(i) Audit Committee Meetings
During the period under review, the Audit Committee met Four times on 13.05.2023, 11.08.2023, 08.11.2023. 05.02.2024.
Composition of Audit Committee and attendance of each member during the meetings held in FY 2023-2024 are given below:
|
Name
|
Designation
|
Category
|
No of meetings attended during the year 2023-24
|
|
Mr. Surendrakumar Sharma
|
Chairman
|
Non- Executive Independent Director
|
4
|
|
Mr. Viplav Khamar
|
Member
|
Non- Executive Independent Director
|
4
|
|
Smt. Chhayaben Shah
|
Member
|
Non- Executive Independent Director
|
3
|
(ii) Nomination and Remuneration Policy and Committee Meetings
Disclosures with respect to remuneration:
Salary, as recommended by the Nomination and Remuneration Committee and approved by the Board and the shareholders of the Company if any. Perquisites, retirement benefits and performance pay are also paid/ provided in accordance with the Company's compensation policies, as applicable to all employees and the relevant legal provisions. Presently, the Company does not have a stock options scheme for its Directors.
|
Name of the director
|
service
contracts (Term of Appointment)
|
Remuneration b Perquisites and other allowance (Amt in lakhs.)
|
Commission
|
Sitting
Fees
|
Notice Period b Severance Fees
|
Total
|
|
Mr. Natwarbhai P. Prajapati
|
upto 29/05/2027
|
30.10
|
0
|
0
|
30 days
|
3010
|
|
Mr. Amritbhai P Prajapati
|
upto 23/06/2026
|
406
|
0
|
0
|
30 days
|
406
|
|
Mr. Aalap N.Prajapati
|
upto 27/10/2026
|
32.20
|
0
|
0
|
30 days
|
32.20
|
Remuneration is within limits specified under section 197 of the Companies Act, 2013 and rules made thereunder.
The Board has on the recommendation of the Nomination 8 Remuneration Committee, framed a policy for selection and appointment of Directors, senior Management and their Remuneration including criteria for determining qualifications, positive attributes. Independence of a director. The details of the Nomination and Remuneration Policy are covered in the Corporate Governance Report. The said policy has also been uploaded on the Company's website at httpy/guiaratterce in/Code-and-Policies
The Committee has held One Meeting during the FY 2023-24 i.e. 05.02.2024.
Composition of Nomination and Remuneration Committee and attendance of each member during the meetings held in FY 2023-24 are given below:
|
Name
|
Position
|
Category
|
No of meetings attended during the year 2023-24
|
|
Mr. Surendra Kumar Sharma
|
Chairman
|
Non- Executive Independent Director
|
1
|
|
Mr. Viplav Khamar
|
Member
|
Non- Executive Independent Director
|
1
|
|
Smt. Chhayaben Shah
|
Member
|
Non- Executive Independent Director
|
1
|
17. General Meeting(s) held during the year
During the financial year, following general meeting was held. The provisions of the Companies Act, 2013 were adhered to while conducting the meeting:
(iii) Stakeholders Relationship Committee Meetings
The Committee has held One Meeting during the FY 2023-24 i.e. 05.02.2024.
The Composition of Stakeholders Relationship Committee and attendance of each member during the meetings held in financial year 2023-24 are given below.
|
Name
|
Position
|
Category
|
No. of meetings attended out of one (1) meeting held during the year 2023-24
|
|
Mr. Viplav Khamar
|
Chairman
|
Non- Executive Independent Director
|
1
|
|
Smt. Chhayaben Shah
|
Member
|
Non- Executive Independent Director
|
1
|
|
Mr. Aalap N. Praiapati
|
Member
|
Manaqinq Director
|
1
|
|
Sr.
No.
|
Nature of meeting
|
Date of Meeting
|
Total Number of Members entitled to attend meeting
|
Number of members attended
|
|
1
|
Annual General Meeting
|
25/08/2023
|
13576
|
39
|
Passing of Resolution by Postal Ballot:
None of special resolution was passed by way of postal ballot during the financial year ended March 31, 2024 As on date, the Company does not have any proposal to pass any special resolution by way of postal ballot.
18. Corporate Governance
As provided under Regulation 15(2) of the SEBI (LODR) Regulations, 2015, the compliance with Corporate Governance as specified in Regulation 17,17A, 18,19, 20, 21,22, 23, 24, 25, 26, 27 and 46(2)
(b) to (i) b Para C, D b E of Schedule V are not applicable to the Company as paid up share capital doesn't exceed ?10 Crore and net worth doesn't exceed ?25 crore.
19. Management Discussion and Analysis Report
A report on Management Discussion and Analysis, as required in terms of Regulation 34(2) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015, forms part of this report and it deals with the Business Operations and Financial Performance, Research b Development Expansion b Diversification, Risk Management, Marketing Strategy, Safety b Environment Human Resource Development, significant changes in key financial ratios etc. in Annexure-A
20. Board Evaluation
In compliance with the Companies Act, 2013 the performance evaluation of the Board was carried out during the year under review. The Company has prepared an annual performance evaluation policy for performance evaluation of Independent Directors, Board and the Committees.
A separate exercise was carried out to evaluate the performance of individual Directors including the Chairperson of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc.
The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department.
The above criteria are as per the Performance Evaluation Policy of the Company approved by the Board of Directors upon the recommendation of the Nomination and Remuneration Committee.
21. Directors Responsibility Statement
Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-
(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures:
(b) The directors had 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 the financial year and of the profit of the company for that period;
(c) The directors had 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 had prepared the annual accounts on a going concern basis; and
(e) Company being unlisted sub clause (e) of section 134(5) is not applicable.
(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
22. Internal control systems and their adequacy
The Company has laid down an effective Internal Financial Control System.
All legal and statutory compliances are ensured on a monthly basis Non-compliance, if any, is seriously taken by the management and corrective actions are taken immediately. Any amendment is regularly updated by internal as well as external agencies in the system.
Approval of all transactions is ensured through a preapproved Delegation of Authority Schedule which is reviewed periodically by the management. Transaction audits are conducted regularly to ensure accuracy of financial reporting, safeguard
and protection of all the assets. Fixed Asset verification of assets is done on an annual basis. The audit reports for the above audits are compiled and submitted to Managing Director and Board of Directors for review and necessary action.
23. Fraud Reporting
There were no frauds reported by the auditor during the year under sub-section (12) of section 143 other than those which are reportable to the Central Government.
24. Extract of Annual Return
In compliance to provisions of section 134 (3) (a) of the Companies Act, 2013 copy of the Annual Return referred to in sub section (3) of Section 92 of the Act as prepared in Form No. MGT 7 is placed on the website of the company, weblink of the same is https://www.auiaratterce.in/annual-returns/.
25. Corporate Social Responsibilities (CSR)
The company does not meet the criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no requirement to the constitution of the Corporate Social Responsibility Committee.
26. Energy conservation, technology absorption & Foreign Exchange Earnings and Outgo (A) Conservation of energy:
Steps taken / impact on conservation of energy, with special reference to the following:
(i) Steps taken or impact on conservation of energy: The steps taken or impact on conservation of energy;
|
The steps taken or impact on conservation of energy; Electricity
|
Current Year
|
Prev Year
|
|
Unit Consumption
|
1,84,151
|
148524
|
|
Total Amount
|
13,64,976
|
1140365
|
|
Average Cost
|
741
|
768
|
|
Own aeneration:
|
NA
|
NA.
|
(ii) Steps taken by the company for utilizing alternate sources of energy including waste generated: Nil
(iii) Capital investment on energy conservation equipment: Nil (B) Technology absorption:
(i) Efforts, in brief, made towards technology absorption: The Company continues to adopt and use the latest technologies to improve the productivity and quality of its services and products.
(ii) Benefits derived as a result of the above efforts, e g., product improvement, cost reduction, product development, import substitution, etc. The Company has not made any investment and taken any specific measure to reduce energy cost per unit. However, it intends to conserve energy for future generation.
(iii) In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year), following information may be furnished: There is no technology imported during last three years as The Company's operations do not require significant import of technology.
(a) Details of technology imported: Nil
♦ Internal Auditors
On recommendation of Audit Committee, the Board of Director has appointed M/s D V Shah b Associates, Chartered Accountants, Ahmedabad as Internal Auditor of the Company in terms of Section 138 of the Companies Act, 2013 and rules made thereunder, for financial year ended 2024.
30. Credit Rating of Securities
The Company has not obtained any credit rating of its securities.
31. Details of failure to implement any corporate action:
|
Particulars
|
Regulation Number
|
Compliance status (Yes/No/NA)
|
|
Independent director(s) have been appointed in terms of specified criteria of ’independence’ and/or ’eligibility’
|
16(1)(b) & 25(6)
|
Yes
|
|
Board composition
|
17(1)
|
Yes
|
|
Meeting of Board of directors
|
17(2)
|
Yes
|
|
Review of Compliance Reports
|
17(3)
|
Yes
|
|
Plans for orderly succession for appointments
|
17(4)
|
Yes
|
|
Code of Conduct
|
17(5!
|
Yes
|
|
Fees/compensation
|
17(G)
|
Yes
|
|
Minimum Information
|
17(7)
|
Yes
|
|
Compliance Certificate
|
17(8)
|
Yes
|
|
Risk Assessment & Management
|
17(9)
|
Yes
|
|
Performance Evaluation of Independent Directors
|
17(10)
|
Yes
|
|
Composition of Audit Committee
|
18(1)
|
Yes
|
|
Meeting of Audit Committee
|
18(2)
|
Yes
|
|
Composition of nomination & remuneration committee
|
19(1) & (2)
|
Yes
|
|
Composition of Stakeholder Relationship Committee
|
20(1) & (2)
|
Yes
|
|
Composition and role of risk management committee
|
21(1),(2),(3),(4)
|
NA
|
|
Vigil Mechanism
|
22
|
Yes
|
|
Policy for related party Transaction
|
23(1).(5),(6).(7) & (8)
|
Yes
|
|
Prior or Omnibus approval of Audit Committee for all related party transactions
|
23(2), (3)
|
Yes
|
|
Approval for material related party transactions
|
23(4)
|
NA
|
|
Composition of Board of Directors of unlisted material Subsidiary
|
24(1)
|
NA
|
|
Other Corporate Governance requirements with respect to subsidiary of listed entity
|
24(2),(3),(4),(5) & (6)
|
NA
|
|
Maximum Directorship & Tenure
|
25(1) & (2)
|
Yes
|
|
Meeting of independent directors
|
25(3) & (4)
|
Yes
|
|
Familiarization of independent directors
|
25(7)
|
Yes
|
|
Memberships in Committees
|
26(1)
|
Yes
|
|
Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel
|
26(3!
|
Yes
|
|
Disclosure of Shareholding by Non-Executive Directors
|
26(4)
|
Yes
|
|
Policy with respect to Obligations of directors and senior management
|
26(2) & 26(5)
|
Yes
|
|
Website
|
46(2)(b) to(i)
|
Yes
|
(b) Year of import: Nil
(c) Whether the technology been fully absorbed: N.A.
(d) If not fully absorbed, areas where absorption has not taken place, and the reasons therefore: N.A.
(iv) The expenditure incurred on Research and Development: Nil
(C) Foreign exchange earnings and Outgo
Earnings Nil
Outgo ?23.737.00
27. Business Risk Management
Risk management is embedded in your company's operating framework. Your company believes that managing risk helps in maximizing returns The company's approach to addressing business risk is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The risk management framework is reviewed periodically by the Board and the Audit Committee. Some of the risks that the company is exposed to are:
• Commodity Price Risks
The Company is exposed to the risk of price fluctuation of raw material as well as finished goods. The company proactively manages these risks through forward booking. Inventory management and proactive vendor development practices.
• Regulatory Risks
The company is exposed to risks attached to various statutes and regulations including the Companies Act. The company is mitigating these risks through regular review of legal compliances carried out through internal as well as external compliance audits.
• Human Resources Risks
Retaining the existing talent pool and attracting new talent are major risks. The company has initiated various measures including rolling out strategic talent management system, training and integration of learning and development activities.
• Strategic Risks
Emerging businesses, capital expenditure for capacity expansion, etc., are normal strategic risk faced by the company. However, the company has well-defined processes and procedures for obtaining approvals for
investments in new business and capacity expansion etc.
28. Significant and material orders passed by the regulators or courts
There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.
29. Auditors:
♦ Statutory Auditors & their Report
At the Annual General Meeting held on 21/08/2020, M/s M.A. Shah b Co.. Chartered Accountants (FRN: F112630W) was appointed as statutory auditors of the company to hold office till the conclusion of the Annual General Meeting to be held for the financial year 2024-2025.
Company has received certificate from the Auditors to the effect they are not disqualified to continue as statutory auditors under the provisions of applicable laws.
There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors. Further, the notes to accounts referred to in the Auditor' s Report are selfexplanatory.
♦ Cost Auditor
The Cost Audit pursuant to section 148 of the Companies Act 2013 read with Companies (Cost Records and Audit) Rules, 2014 is not applicable to the company.
♦ Secretarial Auditor
According to the provision of section 204 of the Companies Act 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed GKV & Associates, Practicing Company Secretary(ies), on 13/05/2023 to undertake the Secretarial Audit of the Company for the financial year ended 2024.
The Secretarial Audit Report Submitted by GKV & Associates, for the financial year ended 2024 in the prescribed form MR-3 is annexed to the report as Annexure B.
The said secretarial audit report does not contain any qualification, reservation or adverse remark or disclaimer made by the Secretarial Auditor.
32. Particulars of Employees:
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed herewith as Annexure C to this report.
Disclosures relating to remuneration and other details as reguired under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report.
However, none of the employees of the Company have received remuneration exceeding the limit as stated in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
33. Statement regarding compliances of applicable Secretarial Standards
During the year under review, the Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India as approved by the Central Government.
34. GENERAL DISCLOSURE
Your directors state that no disclosure or reporting is required in respect of the following matters as there is no transaction on these items during the year under review:
(i) Issue of eguity shares with differential rights as to dividend, voting or otherwise.
(ii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except Employees' Stock Options Schemes referred to in this Report.
(iii) The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.
(iv) There is no Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code. 2016.
35. INSURANCE
All the insurable interests of the Company including inventories, buildings, plant and machinery are adequately insured against the risk of fire and other risks.
36. FAMILIARISATION PROGRAMME OF INDEPENDENT DIRECTORS
The Objective of a familiarization program is to ensure that the Independent Directors are updated on the business environment and overall operations of the Company. This enables the Independent Directors to make better informed decisions in the interest of the Company and its stakeholders.
In Compliance with the requirements of SEBI Regulations, the Company has put in place a familiarization program for the Independent Directors to familiarize them with their role, rights and responsibility as Directors, the working of the Company, nature of industry in which the Company operates, business model etc.
A familiarization program was conducted for Independent Directors on areas such as the core functions and operations of the Company, overview of the industry, financials and the performance of the Company by site visits to plant location.
37. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The company has in place an anti-sexual harassment policy in line with the requirements of
the sexual harassment of women atthe Workplace (Prevention, Prohibition b Redressal) Act. 2013. Further the company was committed to providing a safe and conducive work environment to its employees during the year under review. Your directors further state that during the year under review, there were no cases filed pursuant to the sexual harassment of women at Workplace (Prevention. Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.
Summary of sexual harassment complaints received and disposed of during the financial year:-
No. of complaints received : Nil No. of complaints disposed of: Nil No. of complaints pending : Nil No. of complaints unsolved : Nil
38. Vigil Mechanism / Whistle Blower Policy
The Company has formulated a vigil mechanism (whistle blower policy) as per Regulation 22 of the Listing Regulation and Section 177 of the Companies Act. 2013 for its directors and employees of the Company for reporting genuine concerns about unethical practices and suspected or actual fraud or violation of the code of conduct of the Company as prescribed under the Companies Act, 2013. This vigil mechanism shall provide a channel to the employees and Directors to report to the management concerns about unethical behaviour, and also provide for adequate safeguards against victimization of persons who use the mechanism and also make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. The said policy has also been uploaded on the Company's website at http://auiaratterce.in/ Code-and-Policies
39. DISCLOSURE REGARDING MAINTENANCE OF COST RECORDS
Section 148 of the Act read with the Companies (Cost Records and Audit) Rules. 2014 as amended from time to time was applicable to your company hence, your Company has maintained adequate cost records.
40. HUMAN RESOURCE
Your Company recognizes its employees as most valuable resource and ensures strategic alignment of Human Resource Initiatives and practices to business priorities and objectives. Its constant endeavour is to invest in Human Talent and Talent Management Processes to improve capabilities and potentials of human capital of the organization to cope with challenging business environment, varying needs of the customers and bring about customers delight by focusing on the Customers' needs. Attracting, developing and retaining the right talent and keeping them motivated will continue to be a key strategic initiative and the organization continues to be focused on building up the capabilities of its people to cater to the business needs. Given growth plans of the Company, an important strategic focus is to continue to not only nurture its human capital, but also proactively focus on preparing all employees for the challenges of the future.
The Company strives to provide a healthy, conducive and competitive work environment to enable the employees excel and create new benchmarks of quality, productivity, efficiency and customer delight. The Company always believes in maintaining mutually beneficial, healthy and smooth industrial relations with the employees
and the Unions which is an essential foundation for the success of any organisation. The proactive initiatives combined with fair Wage Settlements at Manufacturing Plants have ensured healthier and more transparent Industrial Relations based on foundation of mutual trust and co-operation.
41. Cautionary Statement
The statements contained in the Board's Report contain certain statements relating to the future and therefore are forward looking within the meaning of applicable laws and regulations.
Various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual results.
42. Acknowledgement
Your directors wish to express their grateful appreciation to the continued co-operation received from the banks, government authorities, customers and shareholders during the year under review. Your directors also wish to place on record their deep sense of appreciation for the committed service of the executives, staff, and workers of the company.
For b on behalf of the Board of Directors Gujarat Terce Laboratories Limited
Prajapati Natwarbhai Parsottam
DIN : 00031187 Chairman
R/o : 34, Raghukul Bunglows. Nr. Gulab Tower,, Sola Road Thaltej. Thaltej Gujarat India 380059
Date: 09/08/2024 Place: Ahmedabad
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