VQUf Directors h^*e ptessure in presenting the SS*’' Anfujal Report or business and operations along with the Audited Financial Statements of the Company for the year ended March 31.2024
1., FINANCIAL PERFORMANCE AND STATE OF COMPANY'S AFFAIRS:
(Rs. in Lakh)
Particulars
|
Standalone
|
Consolidated
|
31.03.2034
|
31.03.2023
|
31.03.2024
|
31.03.2023
|
Revenue from Operations £ Other Income
|
644.50
|
BH.61
|
644.50
|
4354.69
|
Earning before finance cost and depreciation
|
6.63
|
9 42
|
6 63
|
(65 02)
|
Depreciation and Financial Charges
|
3 36
|
2.46
|
3.36
|
351.26
|
Profit/(Loss) before exceptional items $ Tax
|
3 25
|
6.44
|
3.25
|
(417.25)
|
Exceptional items
|
-
|
-
|
-
|
37.27
|
ProFil/(LoBS) before Tax
|
325
|
6 44
|
3.25
|
(454 52)
|
Current Tax
|
-
|
-
|
-
|
-
|
Deferred Tax
|
-
|
0.02
|
-
|
0.02
|
income lax for earlier year
|
|
-
|
-
|
--
|
Prof il/( Loss) Afler Tax
|
3 25
|
6.42
|
3.25
|
(454.54)
|
Other Comprehensive incomer(Loss)
|
(0.23)
|
007
|
(0.23)
|
4.39
|
Tolal Comprehensive Income^ Loss')
|
302
|
6.49
|
302
|
(450.15)
|
The Company is engaged in providing management and consultancy services and also in the business of trading of all kinds of goods meluding agricultural products, metal & metal alloys sic. The Company's total turnover (including other income) on standalone basis stood at Rs 644.50 lac tor the year ended March 31. 2024 as compared to Re 352 61 Lac m the previous year. The Company reported Comprehensive Profil of Rs.3 02 Lac as compared to profit of Rs 6.49 Lac in the previous year or standalone basis. The Company's total turnover (including other income] on consolidated basis stood at
-- -
Rs 644.50 Lac Tar the year ended March 31, 2Q2A as comsa^ed to Rs. 4354.-Q9 Lae in thfl previous year The Company reported Comprehensive profit of Rs,3.D2 lac as compared ip lass of Rs 450.15 Lac in the previous year on consolidated basis Management is evaluating various propositions to improve the financial situation and is Hopeful of arriving out of the distressed financial position
£ DIVIDEND:
Considering the continued weak performance of rhe Company, the Board of Directors of your Company expresses their inability to recommend any dividend Tor the year under review.
3. AMOUNT TRANSFERRED TO GENERAL RESERVES:
The Company has nol transferred any amount to its general reserves during tt» year under review
4. DEPOSITS:
During the year under review. Ihe company has not accepted any [deposits from public, in accordance with the Provisions of Section 73 and 74 of the Companies Act. 2013 [The Act") and ibe Rules framed thereunder. As on March 31. 2024, there were no deposits lying unpaid or unclaimed
5. SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANY:
The Company had one Subsidiary i e RSAL Steel Private Limited {RSPL)
RSPL is engaged in manufacturing of Cold Rolled Close Annealed and other steel products and trading of Hot Rolled Coils. Cold Rolled Close Annealed, other steel products and Agro Commodities The Consolidated Financial Statements presented by the Company includes the l-mancial Statement of its subsidiary company as well.
Ttie National Company Law Tribunal fNCLT'), Mumbai Bench, vide Order dated January 9 2924 ('Insolvency Commencement OrdeO has initiated Corporate Insolvency ResoMion Process rClRP1') based on petition Tied by Dena Bank under Section 7 of the Insolvency and Bankruptcy Code 201$ ("the Code") Mr Rejender Kumar Girdhar IP Registration No IBai/IPA-OD3f!P-N0CC4&r2Ol7-lSfl0396. was appointed as Interim Resolution Professional (‘IRP’) to manage the affairs of the Company m accordance with the provisions of the Code. 1n the first mealing of (he Commitlee of Creditors held on October 9. 2019, Mr Rajender Kumar Girdhar had been confirmed as Resolution Professional ("RPV "Resolution Professional ) for the Company. The Resolution Ptan duly approved by the Commitlee of Creditors of the Corporate Debtor has been filed before Hobble NCLT, Mumbai Bench and |he the Hobble NCLT. Mumbai Bench by an oral Order pronounced on June 26. 2023, that it has approved the Resolution Plan in respect of the Company's subsidiary under Section 31 of IBC, as amended The written Order of the Hon'ble NCLT is as follows'
j- The Application IA No. t24D of 2021 in CP(IB) 2965 of 2013 is allowed and the Resolution Plan submitted by L. G. Bala Kristina n and Bros Limited is hereby approved It shai become etfective from this date and shall form part of this order It shall be binding on the Corporate Debtor, its employees members, creditors including the Central Government, any State Government or any I scat authority lo
whom a debl in respect of the payment of dues arising under any raw for the time being m force :s due. guarantors
i- and other slaveholders invoked in the Resolution Plan.
^ In terms of Ihe judgement of Hon'ble Supreme Court in Ihe matter of Ghanshyam M^shra and Sons Private Limited vs Edelweiss Assel Reconstruction Company Limited (Civil Appeal No &129 of 2019 decided on 13 04 20211(3021 J SC 212 on the date of the approval of the Resolution Plan by ihe Adjudicating Authonty. all: Such claims which are not a part of ihe Resolution pEan, shall stand extinguished and no person will be entitled to initiate Of continue any proceedings in respect to a claim which are nol a pad of the Resolution Plan Accordingly no person including the Central GevemmetH. any State Government or any local authority, guarantors and other stakeholders will be entitled to mitiato or continue any proceedings in respect to a claim prior to ClRPwhich rs not a part of the Resolution Plan
> All Ihe pSS! liabilities including levies/tax dues to any Government authorities which are hot part of Ihe Resolution Plan and pertaining to Corporate Insolvency Resolution Process period shall stand extinguished from the date of approval ol the Resolution Plan.
> The Morirtonng Agency as proposed in Section XII of the Resolution Plan shall be constituted to Supervise and implement the Resolution Plan
> In accordance with Section 3ZA of the Code, the liability of the Corporate Debtor for an offence committed prior to the cooimencamenl of the Corporate Insolvency Resolution Process shall cease, and Ihe Corporate Debtor shall not be prosecuted for such an offence committed prior to the commencement of Corporate Insolvency Resolution Process from the date Of this order
^ AH the equity Shares and preference shares of the Corporate Debtor would stand extinguished by way ol reduction in capital of the Company without any payment to the shareholders holding such shares without the requirement of writing m words 'and reduced'. Such reduction of share capital shall not require any further approval, act or action as required under the Companies Act. £Qi3 including Section 66 of ihe Companies Ad. 2013 and such cancellation shall nol require Ihe consenl of any of the creditors or shareholders of the Corporate Debtor.
^ The approval of the Resolution Plan sha:| not be construed as waiver of any future sialuiory obligations and shall be dealt with by the appropriate AuthOnlieS m accordance with law The Corporate Debtor may obtain necessary approval required under any law for the time being in force from Ihe appropriate Authority wilhm a period of ore year from Ihe date or approval of the Resolution Plan
^ The guarantors and third-party security jwov<ders (not being the Corporate Debtor Or the Resolution App icent) shall continue to be liable to the Financial Creditors for Ihe unpaid debl under their guarantees However, such guarantors shall not be entitled 10 exercise any right of subrogation in respect of such amounts against the Corporate Debtor anchor the Resolution Applicant
^ Qmcr reliefs and concessions not ccverud in the aforesaid paragraphs including exemption from levy of stamp doty, fees and registration charges that may be applicable in relation to this Resolution Plan and its implementation ere not granted
-h The moratorium declared under Section H of ihe Cade shall cease lo have effect from this date.
> The Applicant shall forward all records relating to the conduct of the GIRP and the Resolution Plan to the IBBi along with the copy of this order for information.
^ The Applicant shall forthwith send a certified copy of this order to the CoC and the Resolution Applicant respectively for necessary compliance
Pursuant to Section 129(3) of (he Act read wilh Rule 5 of Itte Companies (Accounts) Rules. 2014, the statement containing salient features of the Financial Statement of the Company's subsidiary i.e. RSPL in Form AOC-1 is not applicable to the Company The Company has no joint venture or associate company
Further, pursuant to the provisions of Section 13S of lhe Act. the Financial Statements of [he Company, Consohcated Finanoal Statements along with relevant documents and separate Audited Financial Statements in respect of subsidiary of the Company, are available on the website or the Company vi? www jmecserviceiJn
None of the companies have become/ceased to be subsidiary (ies), joint ventures or associate companies of the company during the reporting year. However, upon receipt of the of the Order of the NCLT and implementation orthe Resolution Plan by lhe Resolution Applicant. RSAL Steel Private Limned has ceased to be the Subsidiary of IMEC Services Limiied and the Company shall not have any control over the affairs/managemeni of REAL Steel Pnvate Limited
6. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARDS' REPORT AND END OF FINANCIAL YEAR:
The Hon'bte National Company Law Tribunal, Mumbai Bench (NCLT) in Company Petition No CP''ll (MB) 2022 vide order dated February 10. 2023 (the certified true copy of the same was received on March 29, 2023) approved the Scheme of Reduclipn of share capital of the Company, accordingly the Board of Directors have complied with the directions mentioned in order and have also issued ants allotted the T9.00.000 fully paid- up Equity Share(s) of Rs. 10A each, in raiao of 5 (five) equity scares, agamst every 132 (One hundred thirty two) already allotted equity shares The e-Fcrm INC 28 filed by lhe Company dated Apnl 05. 2023 and has aSso been appraved/taken on record by the ROC. Mumbai and accordingly the issued subscribed and paid-up equity share capital of the Comply stands reduced to Rs 1 90 00,000/- constituting 19,00.000 futly paid'up Equity Share(s) of Rs. 10h each m ROC recqrds/MCA portal. The Company has also filed Listing Ape-icabon with Bombay Stock E*change(BSE)which has been approved by the Bombay Stock Exchange (BSE). The Company has also obtained new I SIN horn depositories and has filed the corporate action with depositories The Company is in process of completing the necessary activities post receipt of the NCLT Order, which shall be completed in due course of time.
7. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARN3NGS AND OUTGO:
Conservation o1 Enurgy and Tflthnology Absorption
Considering (he nature d our activities, as slated under Section i34i3)(m] of the Act. in conjunction with Rule 8(3) of the Companies (Accounts) Rules. 2014. the concept at technology absorption and conservation does not apply to our Company. Our primary focus lies in mitigating climate charge and promoting sustainable practices rather than technology absorption
Foreign exchange earrings and outgo
During the year under review the company has not been engaged m or has net made any foreign collaboration or has not exported or impoled any gooas or services. hence made no Foreign Exchange Earnings or Outgo
8. BUSINESS RISK MANAGEMENT:
Pursuant to Section l34(3)(n) of the Act and Regulation 21 of Ihe Listing Regulations related to Risk Management Fancy for assessment of risk and determining me response? ro those risks so as to minimize their adverse impact on the orgamsalion is npt applicable on the Company.
9. DETAILS OF DIRECTORS & KEY MANAGERIAL PERSONNEL APFOINTEOfRESlGNED DURING THE FINANCIAL YEAR:
A. DIRECTORS:
The composition of Board of Directors is in conformity with the applicable provisions of Ihe Act and Lisling Regulations
As on March 31” 2024 the Board of Directors of the Company consists of Ms Swati Kushwah Ý (DIN 0W94474) as a Woman Independent Director (Non-Executive). Mr. Negendra Singh (OIN 07756704) as an Independent D rector (Non-Executive) and Mr. Ra^sh Soni (DIN QQS74384) as a Non-Executive Director
As per the Provision of seevpn 152 (6) of the Companies Act. 2015. the Board of Directors has recommended to (he Members 10 re-appoini Mr Rajesh Soni as the Director of the company who shall be I.able to retire by rotation at the ensuing Annual General Meeting of 1he Company.
During the year under review there was no re-appoimment of any of the independent Directors in the Company
In compliance with Regulation 3&{3) of the Listing Regulations, bnef resume expertise and other details of the Director proposed to be appointed is grven in the Notice convening the ensuing Annual General Meeting
8. KEY MANAGERIAL PERSONNEL:
During the FrrtarhCial year Ms Nidhi Arjanya has resigned from the Post of Compliance Officer and Company Secretary w.e.f Fetwuary 29l". 2024 anti Mr. Prakash Madhavrao Deehmukh appointed as a CEO of the Company w.e.f February 14 2Q2A
As on March 3 V. 2024 Mr. Abhistiek Saxena as a Chief Financial Officer of the Company
Furthermore, after the closure of financial year, the Board of directors has else appointed Mr Adnan Kanehwala as a Company Secretary and Compliance Officer {designated as Key Managerial Personnel) wef. May 30, 2024
Furthermore, after the closure of financial yeaT. the Board of directors has also appointed Mr Piakash Madhavrio Deshmukh as a Whole - Time Director S CEO of the Company '.v e f A jgust 12, 2024
Id. PERFORMANCE EVALUATION OF THE BOARD:
As per Regulation 17(10) of SEBI (LODR) Regulations 20i5, The evaluation or independent directors shall be done by fhe entire board of directors. The current com position of the 0oa rd of (he C ompan y comprises of two independent directors and on ly one non-executive director Bence, to evaluate the performance of independent directors ai a meeting there should be at least two member ouorum consisting of two non-ereoetive directors has to be available as per Regulation 17{10) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. therefore proper meeting could not be conducted for such evaluation. The Company is in process to appoint suitable candidates Tor (he Position of Directorship in order to avoid non¬ compliance by the Company
11, MEETINGS:
A detailed notes along with the Notice of the Meetings is prepared and circulated in advance to the Directors. Dunng the financial year, 6 (Six) Board Meetings, 4 (Four) Audit Committee Meetings, 2 (Two) Stakeholders' Relationship Committee Meetings, however in ihe Calendar Year the meeting of Nomination and Remuneration was not he'd but in the next Calendar Year there was 1 (One) Nomination and Remuneration Committee Meetings which was held on January 25. 2024 and was convened and held as per the Companies Act. 2013 & Listing Regulations. The details of which are given in the Corporate Governance Report which Forms part of Jhts report The intervening gap between the two Meelings was within the period prescribed undo; the Acl/Listing Regulations.
The details of composition of the Board Of Directors and its Committees are given in the Corporate Governance Report whibh forms part: of Unis report
12, POLICY FOR APPOINTMENT OF DIRECTORS, KMPs AND SENIOR MANAGEMENT AND THEIR REMUNERATION:
The Board has adopted a policy for appomlmenl of Directors. Key Managerial Personnel's and Senior Management and their remuneration, the extract of which is reproduced in the Corporate Governance Report and website of the Company www imei^jv'icesjfi
13, DIRECTOR'S RESPONSIBILITY STATEMENT;
Pursuant to the provisions of Section 134(3} (c) read with Section 134 {5) of the Ad, In relation to the audited financial statements of (he Company for (fie year ended March 31, 2024 the Board of Directors of the Company hereby state and con-firms that
i) In Ihe preparation of the annual accounts for the financial year ended or March 31, 2024, the- applicable accounting standards read with requirements sel out under schedule III to the act have been followed and r o material departures have been made from the same;
if} The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the slate of affairs of the Company at the end of the financial year and of the loss of the Company for the year under review.
riii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act For safeguarding the assets of the Com pony and For preventing and detecting fraud and other irregularities.
iv} The Directors have prepared the annual accounts/financial statements On a going concern basts.
v) The Directors have laid down internal financial controls to to followed by the Company and that such internal financial controls are adequate and were operating affectively, and
vi ;Ý The Directors have devised proper systems to ensure compEiance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
14. STATU TORY AUDITORS;
At the 313' Annual General Meei.ng held on September 25 2Q19. the Members of the Company had appointed M's Singhalwada & Co {now know#as SCAN &Cc.) Chartered Accountant. tndore. as Statutory Auditors of the Company For a term of Five consecutive years to hold office from the conclusion of (hat meeting till the conclusion of the 36th Annual General Meeting of the Company to be betd in 1024.
The Standalone end Consolidated Auditors' Report issued J?y MJs. SCAN & Co. (formerly kncwn as M S. Smghatwadia iCo }, Chartered Accountants, Indore for the financial year ended March 31, 2024 does not contain any qualification, reservation or adverse remark or disclaimer and no explanation on part of the Board of Directors is called far. However the Statutory Auditors have in their Aurfil Report have put Emphasis on a few Matters drawing attention of the Members of the Company.
The Board of Directors at their meeting held on August M. 202a has deeded lo appoint M.'s SCAN a Co (formerly known as M S Singhatwadia & Co.), Chartered Accountants. Indore for the term cf five consecutive years commencing from conclusion this Annual General Meeting till the conclusion Of 41K Annual General Meefing of the Company (from Financial Year 2024^25 to 2028-29) subject to the Shareholders approval at ensuing Annual General Meeting The Company has received a certificate from them lo (he effect that their appointment as Statutory Auditors of the Company, would be witfun the liml presorted y/$ I$g & 141 of the Companies Act 2013 and also received a peer review certificate issued by the ICAI 'Peer Review Board', as required under [he provisions of SEBI {Listing Obligations and Disclosure Requirements) Regulations. '2015.
Pursuanl lo the provisions of Section 204 of the Act. Rule 9 of the Companies lAppoinlmenl and Remuneration of Managerial Personnel) Rules IQ 14 and the Listing Regulations, ine Board of Directors of the Company ai rls meeting held on May 30. 2024. have appointed M/s Barange & Associates. Practicing Company Secretaries Indore as the Secretariat Auditor of the Company lo undertake the Secretarial Audit of the Company For Ihe financial year 2023-24. The Seyetanal Audit Report in the prescribed Form MR-3 is annexed to this report as "Annexure-A'. The report does not eoniain any qualification, reservation, disclaimer or adverse remark However, the Secretariat auditor has specified sair-explanalory notes m their report
The Company has received con sen! from B Maksi Wali 4 Associates, Practicing Company Secrelane s Indore to acl as the Secretarial auditor for conducting audit of the secretarial records for the financial year ending March 31.2025 as per section 204 of the Companies Ad. .2012 During the year, there were no inslances of any fraud reported by ?ny of the aforesaid auditors to the Audit Committee or the Board.
16-INTERNAL AUDITOR:
Pursuant to the provisions of Section 138 of the Act mad with the Companies (Accounts) Rutes 2014. the Beard of Directors at its meeting held on May26. 2022, had appointed IWs Nahata Mahajan 4 Co., Chartered Accountants a? the Internal Auditor of the Company for the Financial Year 2 022-23. "Die respective report of Ihe Internal Audilor was placed before the Audit Committee Meeting of the Board of Directors of the Company for Iheir review and necessary action.
further, the Board of Directors at rts meeting held on May 29. 2023 had re-appointed M^s. Nahata Mahajan 4 Co., Chartered Accountants. Indore as the Internal Auditor or the Company for Ihe financial year 2023-24
Further, the Board of Directors at its meelirtg held on May 30,1024 had re-appointed Mrs Nahata Mahajan 4 Co. Chartered Accountants, Indore as tha Internal Auditor of Ihe Company for Ihe financial year 2024-25.
17. MAINTENANCE OF COST RECORDS;
The provisions of section 143 of Ihe Act. read wilh Rule 14 of the Companies (Audit &. Auditors) Rules. 2014 relating to the cost audit are not applicable to the Company during Ihe period under review.
ts. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS BY COMPANY;
During tha year under review, (he Company has not made any loans or inveslmenls or given any guarantees or provided any securities under the provisions of Section 136 of the Acl
The existing loans given, investment made, guarantees g:ven and/tw securities provided are mcompl-.ance wilh ihe provisrons of the Act and Rules made (hereunder and details thereof are given in the Notes to the Financial Statements of tho Company.
19, RELATED PARTY TRANSACTIONS:
Alt Mnlracls/arrangemenls/tr^nsaclipns entered during the financial year by the Company with 1 ie related parlies were in the ordinary course of business and on arm's length basis The Audit Committee grants omnibus approval for the transactions that are in the ordinary course o! business and repetitive m naiuie For oihor transactions, the Company obtains specific approval of the Audit Committee before entering into any such transaction Disclosures aboul the related paly transactions which were in the ordinary course of business and on arm's length basis have bean made in Note No. 26 to ihe Financial Statement. There were no materially significant related party transactions entered mtotjy tha Company.
the policy on related party transactions as approved by (he Board of Directors is available on the website of Ihe Company vir www imecservices.in
20. CORPORATE SOCIAL RESPONSIBILITY:
The Company is rto1 required to constitute a Corporate Social Responsibility Committee as H does not fall within purview of Section 135( i Ý of the Act and hence it is not required to formulate policy on corporate social responsibility.
21.SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
* The Company ha? received notice of the Cusioma'DGFT to provide documents against fulfilment cl expert obligatos under the advance licenses issued in 2010. The Company has already assigned and transferred its all assets and iLabiiities/obiigations, including but nol limited to duty free imported raw male rials to R$AL Steel Private Limited {a subsidiary of ihe Company / RSPL} through the Slump Sale Agreement dated 30 03 2011 RSPL is presently under ClRF The Company has also filed Interim Application in NGLT, Mumbai: in CF No. 2965 of 2013 in respect of the said export obligations, which is pending before the NCLT, Since Ihe said Contingent Liability was already disclosed by the subsidiary company in their audiied financial statements subsequenl to the slump sale agreement tilt March 31, 2022. the Company has not disclosed sa d liability along with applicable interes! as Contingent Liabilities in the current Financial Statement
22 INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System, commensurate wifi the size, scale and oomptoxity of its operations The scope and authority of the Internal Audit function is defined in lha Internal Audit Manual To maintain ils objectivity and independence, the Internal Auditor reports lo the Chairman of Ihe Audit Committee of the Board.
The internal Auditor monitors and evaluates Ihe efficacy and adequacy of internal conlrol System in the Company, its compliance with operating systems, accounting procedures and policies of Ihe Company
Based on the report or internal audit function, process owners undertake corrective action m th-e-ir respective areas and (hereby strengthen the controls Significant audit observations and recommendations atong with corrective actions thereon are presented la 1he Audi! Committee of the Board The Internal financial controls with reference to the financial statement were adequate and operating effectively.
23. WHISTLE BLOWER POLICY^ VIGIL MECHANISM:
The Company has a mechdnsin called the Vigil Mechanism' and a policy to facilitate rts employees and Directors to voice their concerns Of observations without fear or raise reports of instances of any unethical or unacceptable business practices or events of misconduchunethital hehavior, actual or suspected fraud and violation of Company's Code of Conduct etc. to the Chairman of the Audit Committee The Hid Policy ensures that strict confidentiality is maintained whilsl dealmg wilh concerns and also that no discrimination Wi'i be meted out to any person for a genuinely raised concern. The Whistle Blower Policy i s di setosed on the website of the Compa ny vtz www imp ^services in
24. PARTICULARS OF EMPLOYEES;
Disclosures pertaining to remuneration and Other details as required under Section 197(12} or the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rotes. 2014 are provided in "Annexure’B" forming part of the Board's Report.
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, £0i4, a statement showing the names of the top ten employees in terms or remuneration drawn and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules whrch farm pa rt of Ite Director's Report wil I be made available to any shareholder on request, as per provisions of Section 136(f) of the Ad.
2b. CORPORATE GOVERNANCE;
Your Company is committed to maintaining the standards of Corporate Governance and adhering to the Corporate Governance requirements as sel out by the Securities and Exchange Board of India
As per Regulation 34 of the Listing Regulations, s separate section on corporate governance practices together with a certificate from the Statutory Auditors of the Company regarding the compliances of conditions of Corporate Governance, forms part of this Annual Report
26 SECRETARIAL STANDARDS;
As per Listing Regulations, the Corporate Governance Report with the Auditors' Certificate thereon, and the Management Discussion and AnaEysi Report are attached, which forms part of this report
The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretanal Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively
During the year, your Company is in compliance with ;he Secretarial Standards specified by pie Institute of Company Secretaries of India
27. MAN AG E M ENT D1 SC USSlO N AND A N AL YS IS REPORT:
As stipulated un<#er the provisions of Regulation 34 pf the Listing Regulations. Management Discussum ft Analysis Report terms an integral part of this Report and provides details on overall Industry Structure end Developments, financial and operational performance and other material developments during financial year under review.
23. DETAILS OF SEXUAL HARASSMENT COMPLAINTS:
The Company upholds a strong commitment to preventing sexual harassment and teslenng a posifive wort environment fd all its employees. In accordance with the provisions of the Sexual Harassment of Women at Workplace {Prevention. Prohibition and Redressal) Act 201 3 {Sexual Harassment tfa Company has implemented a Policy For prevention prohibition and redressal of sexual harassment of women al workplace. The primary objective of this policy is to create a secure and inclusive workplace where employees can thrive and contribute their best without any hindrance or fear
The provisions relating to the constitution Of the Internal Complaints Committee are not applicable to the Company
The status of complaints as on March 31, 2024 under the Sexual harassment Ad is as under:
1 Number of complaints pending as at the beginning of the year NIL
2 Number of complaints received in the year, nil
3. Number of complaints disposed off during the year- NIL 4 Number of complaints pending as at the end of ihe year Nil
29. ANNUAL RETURN;
In compliance with the provisions of Sactmn 92(3) and Section of the
Companies Ad, 2013, the Annual Return Of the Company for |he financial year ended 31st March 2023 has been uploaded on the website of the Company vif www.nnecsennces irr
30. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
As per Regulation 34(2Xf) of the Listing Regulations, related to Business Responsibility and Sustain ability Report are not applicable on the Company.
31. LISTING AT STOCK EXCHANGE:
The Company's Equity Shares are continued to be listed on BSE Limited
32. SHARE CAPITAL:
The fully paid up Equity Share Capital of the Company as on March 31. 2024 was Rs 1.90,00,ODD/- constituti eg 1 S.GG.tKH} equity sha res of Rs 1 [W- each. There was no change in the share capital during the year under review However, post reduction of share capital of the Company, the e^Form INC 26 was filed by She Company and that has also been
apjHOvedflaken on record by the FtOC. Mumbai on May 11, ?0£3 and accordingly (he issued, subscribed and paid-up equity share capital of the Company stands reduced lo Rs 1.90.00 OQOf- constituting 19,GO,000 fully paid-up Equity Shares) of Rs 10/- each in ROC reoords/MCA portal
33. CERTIFICATION BY CHIEF EXECUTIVE OFFICER 4 CHIEF FINANCIAL. OFFICER:
The Board of Directors have received a certificate Iron Chief Financial Officer (duo to the vacancy in the office of the Chief Executive Officer of the Company, the sard Certificate was only Signed by the CFO) of Ihe Company as specified in Part B of Schedule II of Regulation 17 (B) of the Listing Regulations
34.INDUSTRIAL RELATIONS:
Reiahons with (he employees continued to remain cordial throughout the year Your Directors wish to place on record Iheir appreciation for sinters end dedicated services rendered by the executives and slaff at all levels
35 HUMAN RESOURCES
The foundation of your Comjwn/s success lies in its human resources, Which opens up countless possibilities far Ks business Our dedicated workforce drives efficient operations, fuels market development and expands our range of services. By prioritizing continuous learning and development, and implementing effective talent managemenl practices, we ensure that the Organisation's talent needs are mel The exceptional employee engagement score demonstrates the strong commitment and pride our employees feel as valued members Of the Company
The Group'5 Corporate Human Resources plays a critical rote in your Company's latent management process.
36. OTHER DISCLOSURE
Other disclosures as per provisions of Section 134 of Ihe Act read with Companies (Accognls) Rules. 2014 are furnished as under
1 The Company has rot issued any sweat equity shares during the year under review and hence no information as per provisions or Section 54( 1 )(d) of the Act read with Rote 8(13) Of Ihe Companies (Share Capital and Debenture) Rules, 291A is furnished.
2. During the year under review. Ihere were no applications made or proceedings pending in the name of Ihe Company under the Insolvency Bankruptcy Code. 2016,
3 During the year under review, there has been no one lime settlement of Loans taken from Dar&sand Financial Institutions.
4 There was no failure to implement any Corporate Adion
5 Dunng the year under review, there was no change ini Ihe nature of business of the Company.
37. AC K NO WL EDGE M EN T:
Your Directors take this opportunity to thank the Company's customers, shareholders, suppliers, bankers, business psrtrers/essooates financial mstttutions and various regulatory authorities including Securities and Exchange Board or India {SEBI). the Bombay Stock Exchange (BSE). Ministry of Corporate Affairs (MCA). Regislrar or Companies (ROC), National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for lheLr consistent support and encouragement to the Company l am sore you will join our Directors in conveying our sincere apprecialion to ail employees of the Company and its subsidiaries and associates tor their hard work and oommi.tinent Their dedication and competence have ensured that the Company continues to be a significant player In the industry
By Order of the Board of Directors For IMEC Services Limited
Sd/- Sd*-
Date: August 12, 2024 Swati Kushwah Rajesh 3pm
Place: Indore Director Director
DIN:QB494474 DINrfMS74384
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