Dear Shareholders,
Your Board of Directors is pleased to present the 10th Annual Report of
your Company along with the Audited Financial Statements for the Financial Year ended on
31st March, 2023. The company has made appropriate disclosures in this Board report with
the objective of accountability and transparency in the working of the Company and to make
you aware about the working and future perspective of the Company.
1. FINANCIAL SUMMARY OR HIGHLIGHTS
The financial performance of the Company for the year ended March 31,
2023 on a Standalone basis is summarized below:
RESULTS OF OUR OPERATIONS (STANDALONE)
(In Lakhs)
PARTICULARS |
Year ended March 31st, 2023 |
Year ended March 31st, 2022 |
|
(Amount in Rs.) |
(Amount in Rs.) |
Net Sales/Income from operations |
1.736 |
46.149 |
Other Operating Incomes |
|
|
(a) Other Incomes |
42.765 |
36.377 |
Total Revenue |
44.501 |
82.526 |
Total Expenses |
21.924 |
74.427 |
Net Profit Before Taxation |
22.577 |
8.099 |
Tax Expenses & DTA |
2.883 |
2.406 |
Profit For The Period |
19.694 |
5.693 |
Earnings Per Share: |
|
|
Basic |
0.30 |
0.09 |
Diluted |
0.30 |
0.09 |
a) TOTAL INCOME: Your Company's Total Income during the year under
review was Rs.
44.501 lakhs as compared to Rs. 82.526 lakhs in the previous year.
b) PROFITS: Profit Before Tax for the year 2022-2023 was Rs. 22.577
lakhs as against Rs. 8.099 lakhs in the previous year. Profit After Tax for the year
2022-2023 stood at Rs. 19.694 lakhs as against Rs. 5.693 lakhs in the previous year.
2.DETAILED REPORT ON THE PERFORMANCE AND FINANCIAL POSITION OF
SUBSIDIARIES
There is no subsidiary of the company.
3.INFORMATION ON STATUS OF AFFAIRS OF THE COMPANY
Information on the operational, financial performance, etc. of the
Company is given in the Management Discussion and Analysis Report, which is annexed
hereto.
With heavy hearts we inform you that one of our promoters, Jawahar Lal
Agarwal passed away due to old age on 01.08.2023.
4.CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of the business of the Company during
the financial year 2022-2023.
5.DIVIDEND
In order to conserve the resources, your directors have decided not to
recommend dividend on the share capital for the financial year 2022-2023.
6.FIXED DEPOSITS
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.
7. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR
COURTS OR TRIBUNALS
During the year under review there were no significant and material
orders passed by any Regulators or Court or Tribunals which may have impact on the going
concern status. No order has been passed by any Regulators or Court or Tribunals which may
have impact on the Company's operation in future.
8.DIRECTORS
Appointment of Director
? Mr. Pratap Chakravarthy was appointed as Non Executive Independent
Director with effect from 28.06.2022.
Cessation of Director
? Ms. Divya Mishra resigned as the Non Executive Director of the
Company with effect from 27.06.2022
9. DIRECTORS' RESPONSIBILITY STATEMENT
Based on the framework of Internal Financial Controls and compliance
systems established and maintained by the Company, the work performed by the Internal
Auditors, Statutory Auditors and Secretarial Auditors, including the Audit of Internal
Financial Controls over financial reporting by the Statutory Auditors and the reviews
performed by Management and the relevant Board Committees, including the Audit Committee,
the Board is of the opinion that the Company's internal financial controls were
adequate and effective during Financial Year 2022-2023.
Pursuant to the provisions contained in Section 134 (5) of the
Companies Act, 2013, your Directors, based on the representation received from the
Operating Management and after due enquiry, confirm that :
(i) In the preparation of the annual accounts for the financial year
ended on 31st March, 2023, the applicable Accounting Standards have been followed and
there are no material departures from the same;
(ii) The selected accounting policies were applied consistently and the
Directors
(iii) 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 as at 31st March,
2023 and of the profit of the Company for that period.
(iv) 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;
(v) The annual accounts have been prepared on a 'going concern' basis.
(vi) The Internal financial controls have been laid by the Company and
such financial controls are adequate and were operating effectively.
(vii)Proper systems had been devised in compliance with the provision
of the all applicable laws and such systems were adequate and operating effectively.
10. MAINTENANCE OF COST RECORDS
The provisions relating to maintenance of cost records as specified by
the Central Government under subsection (1) of section 148 of the Companies Act, 2013, are
not applicable to the Company and accordingly such accounts and records are not required
to be maintained.
11. INSOLVENCY AND BANKRUPTCY CODE
There is no application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.
12. FRAUD REPORTED BY AUDITORS
During the year under review, the Statutory Auditors and Secretarial
Auditor have not reported any instances of fraud committed in the Company by its officers
or Employees to the Audit Committee under Section 143(12) of the Companies Act, 2013.
13. DETAILS OF DIFFERENCE BETWEEN THE AMOUNTS 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 REASON THEREOF
During the year under review, there has been no one time settlement of
Loans taken from Banks and Financial Institution.
14. RISK MANAGEMENT POLICY
The Board recognizes that effective risk management is integral to
achieving our strategic objectives and delivering long-term value to our shareholders,
customers, employees, and other stakeholders. Our risk management approach is designed to
identify potential threats, evaluate their potential impact, and implement appropriate
measures to mitigate and manage these risks. We employ a systematic process to identify
and assess risks across all aspects of our operations, including strategic, operational,
financial, and compliance-related areas.
15. CORPORATE GOVERNANCE REPORT
Corporate governance refers to the system of rules, practices,
processes, and structures by which a company is directed, controlled, and managed. It
involves the relationships among various stakeholders, such as shareholders, management,
customers, suppliers, financiers, government, and the community. The primary goal of
corporate governance is to ensure that the company operates in a transparent, ethical, and
accountable manner while safeguarding the interests of all stakeholders.
The Company recognizes that strong corporate governance is vital to our
long-term success and the creation of sustainable value for our shareholders and
stakeholders.
Nonetheless pursuant to Regulation 15 (1) and (2) of SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015, the compliance with the
corporate governance provisions as specified in regulations 17, [17A,] 18, 19, 20, 21,22,
23, 24, [24A,] 25, 26, 27 and clauses (b) to (i) [and (t)] of sub-regulation (2) of
regulation 46 and para C , D and E of Schedule V are not applicable on the company as the
company is an SME company therefore, we are not required to attach the report on Corporate
Governance together with the Practicing
Company Secretaries' Certificate on compliance in this regard and
Managing Director's declaration regarding compliance of Code of Conduct by Board
Members and Senior Management Personnel.
16. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report as required is annexed and
forms part of the
Directors' Report.
17. AUDITORS REPORT
During the year M/S Kamal Gupta Associates were appointed as the
Statutory Auditors of the Company. The Auditors have not expressed any qualified opinion
in the Auditors Report.
18. DETAILS OF THE STOCK EXCHANGES WHERE THE SHARES ARE LISTED
The Company's Equity Shares are presently listed at:-Bombay Stock
Exchange Ltd. (BSE), SME Platform
The Company has paid Annual Listing Fee of the concerned Stock
Exchange.
19. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS
There is no subsidiary company of the Company and therefore not
required to prepare consolidated financial statements.
20. NUMBER OF MEETINGS OF THE BOARD
There were six (6) meetings of the Board of Directors held during the
financial year 22- 23.
First Board Meeting |
: 28th May, 2022 |
Second Board Meeting |
: 28th June, 2022 |
Third Board Meeting |
: 24th August, 2022 |
Fourth Board Meeting |
: 26th August, 2022 |
Fifth Board Meeting |
: 14th November, 2022 |
Sixth Board Meeting |
: 25th January, 2023 |
21. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS UNDER
SECTION 149(6) OF COMPANIES ACT, 2013
Pursuant to the provisions of Section 149 of the Companies Act, 2013
each independent director of the Company has submitted their declaration that each of them
meet the criteria of independence as provided under Section 149(6) of the Act along with
rules framed there under.
Further, the Company's Independent Directors met once during the
financial year 2022-2023 held on February 21, 2023 without the presence of the Executives.
The meeting was conducted to enable the Independent Directors to discuss the matters
pertaining to the
Company's affairs and put forth their views about the working of
the Company and the
Board along with the Committees.
22. DISCLOSURE IN RELATION TO THE VIGIL MECHANISM
A vigil mechanism, often referred to as a "Whistleblower
Policy," is an important component of corporate governance that allows employees,
stakeholders, and others to report concerns about unethical behaviour, fraud, misconduct,
or other violations within the organization. We are committed to maintaining the highest
standards of ethical conduct, integrity, and accountability in all our business
operations. As part of our strong corporate governance framework, we have established a
robust Vigil Mechanism, commonly known as the Whistleblower Policy. The Policy provides
for adequate safeguards against victimization of employees, who avail of the mechanism and
provides to employees' direct access to the Chairman of the Audit Committee. It is
affirmed that no personnel of the Company have been denied access to the Audit Committee.
23. CODE OF CONDUCT FOR BOARD MEMBERS AND SENIOR MANAGEMENT
OF THE COMPANY
In accordance with the requirement of Corporate Governance the Board of
Directors of the Company has formulated a code of conduct for Directors and Senior
Management of the Company, the Compliance of which have been affirmed by all Board Members
and Senior Management of the Company. However the requirement of declaration to this
effect signed by CEO, i.e. Managing Director is exempted pursuant to Regulation 15 (1) and
(2) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.
24. CODE FOR PREVENTION OF INSIDER TRADING
In accordance with the Securities and Exchange Board of India
(Prohibition of Insider Trading), Regulation, 1992, as amended in February, 2002, the
Board of Directors of the Company has formulated the Code of Conduct for Prevention of
Insider Trading in the shares of the Company by its Directors and Employees.
25. POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION AND OTHER
DETAILS
(a) Procedure for Nomination and Appointment of Directors
The Nomination and Remuneration Committee (NRC) has been mandated to
oversee and develop competency requirements for the Board based on the industry
requirements and business strategy of the Company. The NRC reviews and evaluates the
profiles of potential candidates for appointment of Directors and meets them prior to
making recommendations of their nomination to the Board. Specific requirements for the
position, including expert knowledge expected, are communicated to the appointee.
On the recommendation of the NRC, the Board has adopted and framed a
Remuneration Policy for the Directors, Key Managerial Personnel and other employees
pursuant to the applicable provisions of the Act and the Listing Regulations. The
remuneration determined for Executive / Independent Directors is subject to the
recommendation of the NRC and approval of the Board of Directors.
The Non-Executive Directors are compensated by way of profit-sharing
commission and the criteria being their attendance and contribution at the Board /
Committee Meetings. The Executive Directors are not paid sitting fees; however, the
Non-Executive Directors are entitled to sitting fees for attending the Board / Committee
Meetings.
It is affirmed that the remuneration paid to Directors, Key Managerial
Personnel and all other employees are in accordance with the Remuneration Policy of the
Company. The Company's Policy on Directors' Appointment and Remuneration and
other matters provided in Section 178(3) of the Act and Regulation 19 of the Listing
Regulations have been disclosed in the Corporate Governance Report, which forms part of
the Annual Report.
(b) Familiarization / Orientation program for Independent Directors
The Independent Directors attend a Familiarization /Orientation Program
on being inducted into the Board. Further, various other programmes are conducted for the
benefit of Independent Directors to provide periodical updates on regulatory front,
industry developments and any other significant matters of importance. The details of
Familiarization Program are also available on the Company's Website. The Company
issues a formal letter of appointment to the Independent Directors, outlining their role,
function, duties and responsibilities, the format of which is available on the
Company's
Website at www.infraville.info.
26. COMPOSITION OF AUDIT COMMITTEE
Pursuant to Regulation 18 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2018 every listed company is required to constitute an Audit
Committee. The audit committee is one of the major operating committees of a company's
board of directors that is in charge of overseeing financial reporting and disclosure. The
audit committee's role includes the oversight of financial reporting, the monitoring of
accounting policies, and oversight of any external auditors, regulatory compliance and the
discussion of risk management policies with management. The Audit Committee of the Company
works in close relation with the Board of Directors and performs its function of oversight
of financial reporting and related internal controls in an effective manner. The
composition of Audit Committee as on 31st March, 2023 is as under:
Composition of Audit Committee as on 31st March, 2023
Name of the Director(s) |
Mr. Pratap Chakravarthy |
Mr.Manish
Chandra |
Mrs.Meena
Agarwal |
|
(DIN 08488151) |
(DIN 08985816) |
(DIN 02649280) |
Designation |
Chairman |
Member |
Member |
Category |
Independent |
Independent |
Executive Director |
|
Director |
Director |
|
There were 4 meetings held during the year i.e. on 28/05/2022,
25/08/2022, 14/11/2022 and 24/01/2023.
Ms. Divya Mishra resigned from the Company as Director w.e.f 27.06.2022
and the committee has been reconstituted by appointing Mr. Pratap Chakravarthy in her
place.
27. COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE
Pursuant to Regulation 19 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2018 every listed company is required to constitute Nomination
and Remuneration Committee who shall be responsible for formulating the criteria to
determine the qualifications, qualities, skills, positive attributes, independence and
other expertise required to be a Director of the Company and to develop, and recommend to
the Board for its approval, criteria to be considered in selecting director(s) to
identify, screen and review candidates qualified to be appointed as executive directors,
nonexecutive directors and independent directors, consistent with Director Criteria
(including evaluation of incumbent Directors for potential re-nomination), and making
recommendations to the Board on candidates for: (i) nomination for election or re-election
by the shareholders; and (ii) any Board vacancies that are to be filled by the Board and
other alike functions.
Though the above regulation is not applicable over the company but by
virtue of the applicability of section 178(1) of the Companies Act, 2013, the Nomination
and Remuneration Committee is being constituted as follows;
The composition of Nomination & Remuneration Committee as on 31st
March, 2023 is as under:
Composition of Nomination and
Remuneration Committee as on 31st March, 2023 |
Name of the Director(s) |
Mr.
Pratap Chakravarthy |
Mr.Manish
Chandra |
Mrs.Meena
Agarwal |
|
(DIN: 08488151) |
(DIN 08985816) |
(DIN 02649280) |
Designation |
Chairman |
Member |
Member |
Category |
Independent |
Independent |
Executive |
|
Director |
Director |
Director |
There was 1 meeting held during the year i.e. on 28/06/2022.
Ms. Divya Mishra resigned from the Company as Director w.e.f 27.06.2022
and the committee has been reconstituted by appointing Mr. Pratap Chakravarthy in her
place.
28. COMPOSITION OF STAKEHOLDERS COMMITTEE
Pursuant to Regulation 20 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2018 every listed company is required to constitute
Stakeholders Relationship Committee which is responsible for resolving the grievances of
security holders of the company. For listed companies the rights of stakeholders play a
very important role in the Corporate Governance of the Company. Though the Company is not
required to constitute the same under the prescribed regulation still as a matter of good
corporate governance it has constituted the same to look into the various aspects of
intrest comprising of shareholders, debentureholders etc.
The composition of Stakeholders Committee as on 31st March, 2023 is as
under:
Composition of Stakeholders Committee as on 31st |
March, 2023 |
Name of the Director(s) |
Mrs.
Meena Agarwal |
Mr.
Pratap Charavarthy |
Mr. Atul
Agarwal |
|
(DIN: 02649280) |
(DIN 08488151) |
(DIN: 09279372) |
Designation |
Chairman |
Member |
Member |
Category |
Executive Director |
Independent |
Non-Executive |
|
|
Director |
Non-Independent |
|
|
|
Director |
There was only 1 meeting held during the year on 25/01/2023.
Ms. Divya Mishra resigned from the Company as Director w.e.f 27.06.2022
and the committee has been reconstituted by appointing Mr. Pratap Chakravarthy in her
place.
29. CORPORATE SOCIAL RESPONSIBILITY POLICY
The Company do not fall under the categories of the companies as
mentioned under section 135 of Companies Act, 2013 and rule 8 (1) of Companies (CSR
POLICY) Rules, 2014, therefore we still have not made any CSR policy.
30. EVALUATION BY BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES
AND INDIVIDUAL DIRECTORS WITH REFERENCE TO SECTION 134 (3) (p) AND SEBI
(LODR) REGULATIONS, 2015
Pursuant to the provisions of the Companies Act, 2013 and Provision of
SEBI (LODR) Regulations, 2015, the Board has Carried out an evaluation of its own
performance, the directors individually as well as the evaluation of the working of its
Committees.
31. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER
SECTION 186
The Company had during the year provided unsecured Loans to the
Companies to utilize its resources lying idle. The Board had passed the resolution for the
same under Section 186 of the Companies Act, 2013 and the agenda was forwarded for
consideration to shareholders in the Annual General Meeting of the Company.
The details of the investments made by company are given in the notes
to the financial statements.
32. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES IN THE ANNEXUED FORM AOC-2.
The company has adopted a related party transaction policy but it is
not available on the company's website because it is listed on SME Board and
therefore not required to mandatorily update the same on its website. In the policy,
material contracts has been defined as any contract or transaction or arrangement are
considered material if the transaction(s) to be entered into individually or taken
together with previous transactions during a financial year, exceeds 10% of the annual
consolidated turnover of the Company as per the last audited financial statement of the
company.
As there are no such transactions has been entered by the company.
Aoc-2 attached with this Report in Annexure 1
33. THE DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO
WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR
There has been change in composition of Board of Directors of the
company.
Mr. Pratap Chakravarthy was appointed as Non Executive
Independent Director with effect from 28.06.2022.
Ms. Divya Mishra resigned as the Non Executive Director of the
Company with effect from 27.06.2022.
There has been no change in the composition of Key Managerial Personnel
of the company.
34. 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.
35. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an independent Internal Control System, commensurate
with the size, scale and Complexity of its operations. The Audit Committee of the Company
has been delegated power to review the internal control systems and its adequacy.
The Audit Committee monitors and evaluates the efficacy and adequacy of
internal control system in the Company, its compliance with operating systems, accounting
procedures and policies at all locations of the Company and its branches.
36. AUDITORS
1) STATUTORY AUDITORS
M/s Kamal Gupta Associates, Chartered Accountants (Firm Registration
No. 000752C) were appointed as the Statutory Auditors of the Company w.e.f 24.02.2023 to
fill the casual vacancy caused due to the resignation of V. P. Aditya & Co. Chartered
Accountants. They are appointed as Statutory Auditors till the ensuing Annual General
Meeting of the Company to conduct the Statutory Audit in the Company.
2) SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed M/s V. Agnihotri and Associates (Company Secretaries), to undertake
the Secretarial Audit of the Company for the FY 2022-2023 and accordingly they conducted
the secretarial audit. The Report of the Secretarial Audit Report is annexed herewith.
3) INTERNAL AUDITOR
Pursuant to Section 138 of the Companies Act, 2013 and Companies
(Accounts) Rules, 2014 The Company had appointed M/s Neeraj & Associates, Chartered
accountants as the Internal Auditor of the Company for the FY 2022-2023 and accordingly
they conducted the Internal audit.
37. DISCLOSURES PURSUANT TO SECTION 197 (12) AND RULE 5 OF COMPANIES
(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
The Company has given remuneration according to the remuneration policy
formulated by the Company.
1) THE RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEES
REMUNERATION OF THE COMPANY FOR THE FY 2022-2023
S. N O . |
NAME |
DESIGNATION |
SALARY |
MEDIAN
EMPLOYEE SALARY |
RATIO |
1 |
Meena
Agarwal |
Managing
Director |
600000 |
180000 |
3.333:1 |
2 |
Nikita
Srivastava |
Director/
CFO |
168000 |
180000 |
0.933:1 |
3 |
Chaitanya
Puri |
Company
Secretary |
180000 |
180000 |
1:1 |
Due to the Impact of Covid 19 Pandemic the Company had been badly
affected as its main business activity had been hampered however, the company is making
all efforts to be stagnant in the market and therefore moving forward efficiently from its
previous impact.
2) THE PERCENTAGE INCREASE IN REMUNERATION OF EACH DIRECTOR, CHIEF
FINANCIAL OFFICER, CHIEF EXECUTIVE OFFICER, COMPANY SECRETARY OR MANAGER, IN THE FINANCIAL
YEAR 2022-2023
S. N O. |
NAME |
DESIGNATI
ON |
REMUNERA TION PAID IN FY
2021-22 |
REMUNERA TION PAID IN FY
2022-23 |
CHANGE |
PERCEN
TAGE |
REMAR KS |
1. |
Meena
Agarwal |
Managing
Director |
250000 |
600000 |
Addition
of 350000 |
140% |
- |
2. |
Manish
Chandra |
Independent
Director |
0 |
0 |
0 |
- |
- |
3. |
Pratap
Chakravarthy |
Independent
Director |
0 |
0 |
0 |
- |
- |
4. |
Nikita
Shrivastava |
CFO |
168000 |
168000 |
No change |
- |
- |
5. |
Chaitanya
Puri |
Company
Secretary |
180000 |
180000 |
No change |
- |
- |
3) THE PERCENTAGE INCREASE IN THE MEDIAN REMUNERATION OF EMPLOYEES IN
THE FINANCIAL YEAR
The details of percentage increase in the median remuneration of
employees in the Financial Year are as follows:-
Median (Common employees
between Apr-22 & Mar-23) |
|
Remuneration of |
Remuneration of |
Increase |
Percentage |
March-22 |
Mar-23 |
|
|
(Total earning + |
(Total earning + |
|
|
Employer PF) |
Employer PF) |
|
|
180000 |
180000 |
No Change |
- |
4) NO. OF EMPLOYEES ON PAY ROLL IN THE COMPANY
There are a total of 3 employees on Pay Roll of the Company out of
which 2 are Key Managerial Personnel.
5) AFFIRMATION
The Management hereby confirms that the remuneration has been paid as
per the Remuneration Policy of the Company.
38. DISCLOSURE OF RELATIONSHIPS BETWEEN DIRECTORS INTER-SE.
Directors of the Company are not related to each other in accordance
with section 2 (77) of the Companies Act, 2013 and Rule 4 of the Companies (Specification
of Definitions Details) Rules, 2014.
39. DISCLOSURE UNDER SEXUAL HARRASMENT POLICY FOR WOMEN AT
WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT 2013.
The Company has zero tolerance for sexual harassment at workplace and
has adopted stringent measures on Prevention, Prohibition and Redressal of Sexual
Harassment at the Workplace. The measures aim to provide protection to employees at the
workplace and prevent and redress complaints of sexual harassment and for matters
connected or incidental thereto, with the objective of providing a safe working
environment, where employees feel secure.
During the year there were no complaint received from any employee
regarding the said issue.
40. DISCLOSURE ON NO. OF SHARES AND CONVERTIBLE DEBENTURES HELD
BY NON-EXECUTIVE DIRECTORS
No Equity share is held by the Non- Executive Director of the Company
as on 31st March, 2023. No Convertible Debentures has been issued by the Company as on
31st March, 2023.
41. DETAILS AND INFORMATION AS REQUIRED UNDER SECTION 134 (3) (1) OF
THE COMPANIES ACT, 2013
No material changes and commitments, have taken place between the end
of the financial year of the company to which the balance sheet relates and the date of
report, which affects the financial position of the Company.
42. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNING AND OUTGO
Particulars relating to the conservation of energy, technology
absorption given as Companies (Disclosure of particulars in report of Board of Directors)
Rules, 1988 are not applicable to the Company due to the nature of the Company's
business operations, being an Online Shopping Company.
There has been no Foreign Exchange outgo during the period under
review.
43. INDUSTRY RELATIONS
Industrial relations are of paramount importance in every organization
and maintaining them with ease and poise is a very difficult task. Our Company gives equal
importance to maintain industrial relations and keeping them at par with other stakeholder
relationships. During the period under review, the relation between employee and
Management remained cordial.
44. BOARD EVALUATION
Pursuant to the applicable provisions of the Act and the Listing
Regulations, the Board has carried out an Annual Evaluation of its own performance,
performance of the Directors and the working of its Committees, based on the evaluation
criteria defined by Nomination and Remuneration Committee (NRC) for performance evaluation
process of the Board, its Committees and Directors.
The performance of the Board was evaluated by the Board after seeking
inputs from all the directors on the basis of criteria such as the Board composition and
structure, effectiveness of board processes, information and functioning, etc.
The performance of the Committees was evaluated by the Board after
seeking inputs from the Committee members on the basis of criteria such as the composition
of committees, effectiveness of Committee meetings, etc.
The performance assessment of Non-Independent Directors, Board as a
whole and the Chairman were evaluated at separate meetings of Independent Directors. The
same was also discussed in the meetings of NRC and the Board. Performance evaluation of
Independent Directors was done by the entire Board, excluding the Independent Director
being evaluated.
45. PROMOTER RECLASSIFICATION
The Company had received a letter from Mr. Vivek Gupta holding 500
equity shares falling under the category of promoters/promoter Group of the Company
requesting to be reclassified from the Category of Promoters/Promoters Group to Public
Category. The Company considered and approved the reclassification of the promoter of the
company in the Annual General Meeting of 2021-22. However, the application for promoter
reclassification is under processing as on the date of Annual General Meeting for the
Financial Year 2022-23.
46. APPRECIATION
Your Directors wish to express their grateful appreciation for the
valuable support and cooperation received from sub-brokers, business associates, vendors,
bankers, financial institutions, investors, stakeholders, registrar and share transfer
agent, other business affiliates and media .
The Board places on record its sincere appreciation towards the
Company's valued customers for the support and confidence reposed by them in the
organization and the stakeholders for their continued co-operation and support to the
company and looks forward to the continuance of this supportive relationship in future.
Your Directors also place on record their deep sense of appreciation
for the devoted services of the employees during the year under review.
For and on Behalf of the Board
Place: Bengaluru
Date: 22/08/2023