Your directors have pleasure in presenting their Annual Report on the business and operation of the Company and the accounts for the financial year ended March 31, 2024.
1. Financial Summary:
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Particulars
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2023-24
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2022-23
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Revenue from Operations
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20,08,80,486.00
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8,04,28,561.00
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Other Income
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17,58,076.29
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3,96,751.39
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Total Income
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20,26,38,562.29
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8,08,25,312.39
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Profit before tax
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7,36,13,117.29
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2,24,34,739.13
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Tax (Current & Deferred)
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2,02,37,842.73
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62,47,777.80
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Profit after tax
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5,33,75,274.56
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1,61,86,961.33
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Balance transferred to Reserves & Surplus Account
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5,33,75,274.56
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1,61,86,961.33
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2. Review of operations
During the financial year 2023-24, the Company has earned revenue from operations of Rs. 20,08,80,486/-, an increase of 149.76% as compared to Rs. 8,04,28,561/- in the previous financial year.
The Profit after tax (PAT) for the financial year ended March 31, 2024 was Rs. 5,33,75,274.56/-, an increase of 229.74% as against Rs. 1,61,86,961.33/- in the previous financial year.
3. Reserve & Surplus
The Board does not propose to transfer any amount out of the Total Profit of Rs. 5,33,75,274.56/- to General Reserve for the financial year ended on March 31, 2024.
4. Dividend
In order to conserve the profits for business expansion, no dividend is proposed for the year under review.
5. Transfer of Unclaimed Dividend to Investor Education and Protection Fund
The provisions of Section 125(2) of the Companies Act 2013 is presently not applicable to the company.
6. Changes in the Nature of Business:
There has been no changes in the nature of Business during the year under review.
7. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of financial year of the company to which the financial statements related and date of the report.
• The name of our company was changed to “Identical Brains Studios Private Limited” pursuant to a special resolution passed in the extraordinary general meeting of our shareholders held on March 05, 2024, consequent upon which, a fresh certificate of incorporation dated June 18, 2024 was issued by the Assistant Registrar of Companies, Central Registration Centre.
• Bonus Issue 34,43,986 Equity shares of Rs. 10/- aggregating Rs. 3,44,39,860/-
• Members at its meeting held on June 21, 2024 approved conversion of our company from Private Limited Company into Public Limited Company which is yet to be approved by the Registrar of Companies, Mumbai.
8. Details of significant and material orders passed by the regulators or courts or tribunals impacting going concern status and company’s operations in future.
There have been no significant and material orders passed by the regulators or courts or tribunals impacting going concern status and company’s operations in future.
9. Share capital:
The Authorized Capital of the Company was increased from Rs. 10,00,000/- divided into 1,00,000 Equity Shares of Rs. 10/- each to Rs. 12,00,00,000/- divided into 1,20,00,000 Equity Shares of Rs. 10/- each vide Ordinary resolution passed at the Extra Ordinary General Meeting of the Members of the Company held on 21st December 2023.
The Authorized Capital of the Company was further increased to Rs. 15,00,00,000/-divided into 1,50,00,000 Equity Shares of Rs. 10/- each vide Ordinary resolution passed at the Extra Ordinary General Meeting of the Members of the Company held on 21st June 2024.
The details of changes in paid-up capital of the Company during the financial year 202324 is as under:
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Sn.
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Particulars
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Amount in Rupees
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1.
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Equity shares of Rs. 10/- each as on April 01,2023
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1,00,000/-
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2.
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Preferential Allotment of 1557 Equity Shares ranking pari-passu with the existing equity shares on December 15, 2023
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15,570/-
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o
J).
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Bonus Issue of Equity shares in the ratio of 595:1 on December 26.2023
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6,87,64,150/-
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Total capital as on March 31, 2024
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6,88,79,720/-
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As on March 31, 2024 the details of shares held by Directors of the Company is as under:
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Sn.
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Name of the Director
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No. of Shares Held
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1.
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Raghvendra Rai
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59,00,400 Equity Shares
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2.
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Sameer Rai
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59,600 Equity Shares
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10. Annual Return
As required under Section 134 (3) (a) of the Companies Act 2013, the annual return u/s 92(3) will available for viewing at the weblink of the Company https ://identicalbrains. com/annual-returns .php
11. Registered office
The Registered Office of the Company has been shifted from “404, Maple Heights CHS. Ltd., Shivaji Nagar, Kurar Village Malad East, Mumbai 400 097, Maharashtra, India” to “802, 803 & 804 Crescent Royale, Veera Desai Road, Off. New Link Road, Oshiwara, Andheri, Mumbai - 400 053, Maharashtra, India” with effect from January 15, 2024.
12. The Details of Directors, Managerial Personnel who were appointed or have resigned during the year
The Board of Directors consists of five members, out of which Two are Non-Executive Independent Directors, One Non-Executive Director and Two Executive Directors.
Mr. Raghvendra Rai, Mr. Sameer Rai, Ms. Stevina Alban Vaity, Mr. Shridhar Sanjay Tari and, Mr. Rakesh Ramchandra Pawar are the Directors of the Company as on March 31, 2024.
a. Appointments
Mr. Raghvendra Rai was appointed as a Chairman & Managing Director of the Company at the Board meeting held on January 15, 2024 for a period of 5 years commencing from January 15, 2024 and ending on January 14, 2029.
Mr. Sameer Rai joined the Board on January 15, 2024 as an Additional Director of the company who was regularized as a Director at the Extra-Ordinary General Meeting of the company held on March 05, 2024.
Ms. Stevina Alban Vaity was appointed as a Non-Executive Director of the Company at the Extra-Ordinary General Meeting on March 05, 2024.
Mr. Shridhar Sanjay Tari and Mr. Rakesh Ramchandra Pawar was appointed as Independent Non-Executive Director of the Company at the Extra-Ordinary General Meeting on March 05, 2024.
The Board has appointed Mr. Milind Bhikajirao More as a Chief Financial Officer of the Company on January 15, 2024.
The Board has appointed Ms. Pallavi Ashok Chavan as a Company Secretary of the Company on February 29, 2024.
b. Resignations
Mr. Umesh Rai resigned from the Board with effect from January 15, 2024.
c. Retirement
Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Sameer Rai, Director of the Company is liable to retire by rotation as Director at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The Board of Directors has recommended the re-appointment of Mr. Sameer Rai, as Director retiring by rotation.
The notice convening the Annual General Meeting includes the proposal for the reappointment of Mr. Sameer Rai, as a Director of the Company. A brief resume of Mr. Sameer Rai has been provided as an annexure to the notice convening the Annual General Meeting. He will continue to act as Director on his re-appointment as Director.
There were no other changes in the Board of Directors or Managerial Personnel during the year under review and up to the date of this Report.
13. Declaration of Independent Director
The Company has complied with the definition of Independence according to the provisions of Section 149(6) of the Companies Act, 2013. The Company has also obtained declarations from both the Independent Directors pursuant to Section 149(7) of the Companies Act, 2013. Both the Independent Directors have provided declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.
13. Subsidiaries, Joint Ventures and Associate Companies
The Company does not have any Subsidiaries, Joint Ventures and Associate Companies.
14. Corporate Social Responsibility
The provisions of Section 135 relating to Corporate Social Responsibility is presently not applicable to your company.
15. The Details Relating to Deposits, Covered Under Chapter V of the Act:
Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
16. Number of meetings of Board of Directors
Eight Board Meetings were held during the Financial Year ended March 31, 2024 i.e. 15/06/2023, 28/08/2023, 25/10/2023, 15/12/2023, 26/12/2023, 15/01/2024, 29/02/2024 and 19/03/2024. The maximum gap between two Board Meetings was less than One Hundred and Twenty days.
The name of members of the Board, their attendance at the Board Meetings are as under:
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Name of Directors
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Number of Meetings attended in FY 2023-24
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Raghvendra Rai
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8
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Umesh Rai (Resigned w.e.f. 15/01/2024)
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6
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S ameer Rai
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2
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Stevina Alban Vaity
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1
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Shridhar Sanjay Tari
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1
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Rakesh Ramchandra Pawar
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1
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16. Policy on Directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director
The Board has framed a policy for selection and appointment of Directors, Senior Management and their remuneration including criteria for determining qualifications, positive attributes and other matters as provided in the Act and the Rules made thereunder.
17. Directors Responsibility Statement
In pursuance of clause (c) of sub-section (3) of section 134 read with sub-section (5) of Section 134 of the Companies Act, 2013, the Directors hereby confirm 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 and loss 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) 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.
18. Internal Financial Controls
Internal financial controls are an integral part of the risk management process of the Company. Assurance on the effectiveness of the internal financial control is obtained through management reviews, continuous monitoring by functional heads as well as testing of the internal financial control systems by the internal auditors and statutory auditors during their course of audit. The Company believes that these systems provide reasonable assurance that Company’s internal financial controls are designed effectively and are operating as intended.
19. Auditors
M/s. S C Mehra & Associates LLP, Chartered Accountant, (Firm Registration no. 106156W/W100305), were appointed as Statutory Auditors of the Company at the extra ordinary general meeting of the company held on March 05, 2024 to carry out the Audit for the Financial year 2023-24 and to hold office until the conclusion of the 4th Annual general meeting of the company. Being eligible for appointment as Auditors, M/s. S C Mehra & Associates LLP, Chartered Accountant, have given their consent for appointment as Auditors for a consecutive period of 5 years from the conclusion of the 4th Annual General Meeting of the members of the Company.
20. Frauds reported by the Auditor
During the year under review, the Statutory Auditors have not reported any instances of frauds committed in the Company by its officers or employees, to the Board of Directors under Section 143(12) of the Companies Act, 2013.
21. Internal Auditors
Appointment of internal auditor is presently not applicable to the company.
22. Cost Audit
Cost Audit is presently not applicable to the company.
23. Secretarial Audit
Secretarial Audit is presently not applicable to the company.
24. Audit Committee
The Company being a private company as on March 31, 2024, no Audit committee has been constituted during the year under review.
25. Details of establishment of vigil mechanism for directors and employees
The provisions of Section 177 of Companies Act, 2013 regarding establishment of vigil mechanism is currently not applicable to the Company.
26. Reservation and qualification on Auditor Report
There is no reservation or qualification in Auditors Report submitted by the Auditors.
27. Loans given, investment made or guarantee given or security provided
The Company has made investments and advanced loans which are within the limits set under Section 186 of Companies Act 2013. However, it has not given guarantee or provided security during the year under review.
28. Particular of Contract and arrangement with related parties under section 188
There contracts or arrangements entered into by the company with related parties as referred to in subsection (1) of section 188 of the Companies Act, 2013 is set out in Form AOC 2.
29. Energy Conservation, Technology Absorption and Foreign Exchange earnings and Outgo
As required under Section 134 (3) (m) of the Companies Act 201 j we report as under.
(A) Conserv ation of energy and Technology absorption
The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:
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(a) conservation of energy
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I.
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The steps taken or impact on conservation of energy.
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Company's operation does not consume significant amount of energy.
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II.
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The steps taken by the company for utilizing alternate sources of energy.
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Not applicable in view of comments in clause (i)
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III.
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The capital investment on energy conservation equipment’s.
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Not applicable in view of comments in clause (i)
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(b) Technology absorption
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I.
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The effort made towards technology absorption
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Nil
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II.
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The benefit derived like product improvement cost reduction product development or import substitution.
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Nil
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III.
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In case of imported technology (important during last three years reckoned from the beginning of the financial year)
a. the details of technology imported
b. the year of import;
c. whether the technology been fully absorbed
d. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof
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Nil
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| |
IV.
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The expenditure incurred on Research and Development
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Nil
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(B) Foreign exchange earnings Rs. 2,86,09,058/-Foreign exchange Outgo Rs. Nil
30. Risk Management
The Board has not identified any risk that would threaten the very existence of the company.
31. Particulars of employees:
None of the employee have received remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014.
Particulars of Employees are available for inspection by the Members at the Registered office of the Company during business hours on all working days (excepts Saturdays), up to the date of ensuing Annual General Meeting. Any member interested in obtaining a copy of such Statement may write to the Company at the Registered office of the Company.
32. Disclosure as per 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 at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. The company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complainants Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy The following is a summary of sexual harassment complaints received and disposed off during the year.
No of complaints received: Nil No of complaints disposed off: Nil
No cases were reported of any sexual harassment of women at workplace
36. Compliance with Secretarial Standards
The company has complied with Secretarial Standards for Board meeting and Secretarial Standards for General Meeting issued by The Institute of Company Secretaries of India. The company has voluntarily adopted Secretarial Standards for Report of the Board of Directors.
37. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year.
During the year, there was no application made nor any proceedings pending under the Insolvency and Bankruptcy Code, 2016.
38. 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.
The Company has not availed of One Time Settlement from Banks or Financial Institutions hence, there is nothing to report in this regard.
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