Transformers & Rectifiers India Ltd
Directors Reports
Dear Members,
Your Directors have pleasure in presenting the 29th Annual Report on the
business and operations together with the Audited accounts for the financial year ended 31st
March, 2023. The performance of the Company for the financial year ended on 31st
March, 2023 is summarised below:
Financial Highlight
(` in Lakhs)
Particulars |
Standalone |
Consolidated |
|
2022-2023 |
2021-2022 |
2022-2023 |
2021-2022 |
Revenue from Operations |
135986 |
112898 |
138085 |
116175 |
Other Income |
1186 |
1246 |
816 |
980 |
Total Revenue |
137172 |
114144 |
138901 |
117155 |
Cost of Raw Materials Consumed (includes decrease/(increase) in stock |
104031 |
92038 |
102357 |
92397 |
Purchase of Stock in trade |
4942 |
- |
4942 |
- |
Employee Benefits Expenses |
3807 |
2987 |
4118 |
3244 |
Finance Costs |
4663 |
4227 |
4796 |
4359 |
Depreciation and Amortization |
2257 |
1531 |
2453 |
1699 |
Other Expenses |
12630 |
11265 |
14528 |
13126 |
Total Expenses |
132330 |
112048 |
133194 |
114825 |
Share in Profit of Joint Venture |
- |
- |
- |
- |
Profit/(Loss) before tax |
4842 |
2096 |
5707 |
2330 |
Tax Expense |
1133 |
793 |
1472 |
902 |
Net Profit/(Loss) after tax |
3709 |
1303 |
4235 |
1428 |
Other Comprehensive Income/(Expenses) |
14 |
(3) |
17 |
(3) |
Total Comprehensive Income for the year |
3723 |
1300 |
4252 |
1425 |
Dividend
The Board of Directors had recommended Final Dividend @15%, i.e. ` 0.15/- per equity
share of ` 1 each for the financial year 2022-23 subject to approval of shareholders at 29th
Annual General Meeting. (Previous year - 15% i.e. ` 0.15/- per equity share other than
Promoter).
Review of Operations
For the financial year ended 31st March, 2023, your Company has reported
standalone total revenue of ` 1,37,172 Lakhs and Net Profit of ` 3,709 Lakhs as compared
to previous financial year 2021-22's total revenue of ` 1,14,144 Lakhs and Net profit of `
1,303 Lakhs.
For the financial year ended 31st March, 2023, your Company has reported
consolidated total revenue of ` 1,38,901 Lakhs and Net Profit of ` 4,235 Lakhs as compared
previous financial year 2021-22 total revenue of ` 1,17,155 Lakhs and Net Profit of `
1,428 Lakhs.
Share Capital
The Paid up Equity Share Capital as at 31st March, 2023 stood at ` 1326
lakhs.
MVA Production
During the financial year 2022-23, Your Company has manufactured 20,937 MVA, out of
which Changodar unit produced 5,691 MVA, Moraiya unit produced 14,082 MVA & Odhav unit
produced 1,164 MVA, against the last year's total production of 26651 MVA.
Consolidated Financial Statements
The Consolidated Financial Statements of the Company pursuant to Regulation 33 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and prepared in
accordance with the Accounting Standards prescribed by the Institute of Chartered
Accountants of India are attached herewith this Annual Report.
Order Book
As on 30th April, 2023, the Company has Order Book position of ` 1,79,734
Lakhs. The table below indicates the division of our order book between our business
segments:
(` in Lakhs)
Type of Transformers |
Order Book |
% |
Central Utilities |
67,367 |
37 |
State Utilities |
34,619 |
19 |
EPC Player |
33,776 |
19 |
Industrial/ Private Customer |
31,980 |
18 |
Renewable Segment |
1,847 |
1 |
Export |
8,496 |
5 |
Third Party Export |
1,651 |
1 |
Grand Total |
179,734 |
100 |
Exports
During the financial year, the Company has achieved export sales and service of `
5845.46 Lakhs and export service income of ` 558.14 Lakhs.
Fixed Deposit
The Company has neither accepted nor invited any deposit from public, falling within
the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of
Deposits) Rules, 2014.
Particulars of Loans, Guarantees and Investments
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013 are given in the notes to the Financial Statement.
Achievements:
Order from Solar Power Plants
Your Company received order for Solar Power Plants for 4 nos. 250 MVA 2x33KV/400
KV from a reputed EPC Company
Your Company received order for 8 nos. 315 MVA 2x33/400 KV from a Maharatna PSU
Order from Private Sector Industry
Your Company received maiden order for 400 KV Generator transformers of 3 nos.
210 MVA from a very reputed steel plant in private sector
Order from Metro Projects/ Railways
Your Company received order for Delhi Metro (DMRC) and Chennai Metro Projects
Order from Central Power Utility
Your Company received order for 72 nos. Transformers & Reactors from a
leading Central Power Utility in India
Order from Power Distribution Company - PPP Model
Your Company has received order for 2 nos. 250 MVA ICT from one of the PPP model
Company
Subsidiaries and Joint Venture Company
As on 31st March, 2023, your Company has Four (4) Subsidiaries namely
Transpares Limited (51% holding), Transweld Mechanical Engineering Works Limited (Wholly
Owned Subsidiary), TARIL Infrastructure Limited (Wholly Owned Subsidiary), Savas
Engineering Company Private Limited (Wholly Owned Subsidiary)and One (1) Joint Venture
Company TARIL Switchgear Private Limited (Formally known as T&R Switchgear Private
Limited)(60% holding).Further there has been no material change in the nature of business
of the subsidiaries.
Shareholders interested in obtaining a copy of the audited annual accounts of the
Subsidiary Companies may write to the Company Secretary.
In terms of proviso to sub-section (3) of Section 129 of the Companies Act, 2013 the
salient features of the financial statement of the subsidiaries is set out in the
prescribed form AOC-1, which forms part of this Board of Director's Report as Annexure
- 1
The Performance of Subsidiaries and Joint Venture Company are as under:
Transpares Limited
Transpares Limited (Transpares) is the Subsidiary of the Company and the Company holds
51% Shares of Transpares. For the financial year ended 2022-23 Transpares achieved sales
of ` 3991 Lakhs against ` 3607 Lakhs during the previous financial year 2021-22. Total
profit before tax for the financial year 2022-23 is ` 416 Lakhs as against the total
profit before tax of ` 151 Lakhs for the previous financial year 2021-22.
Profit after tax (PAT) is ` 298 Lakhs during the financial year 2022-23 as against
Profit after tax (PAT) of ` 95 Lakhs for the previous financial year 2021-22.
Transweld Mechanical Engineering Works Limited
Transweld Mechanical Engineering Works Limited ("Transweld") is the wholly
owned subsidiary of the Company. For the financial year ended 2022-23 Transweld achieved
sales of ` 1280 Lakhs against ` 1092 Lakhs during the previous financial year 2021-22.
Total profit before tax for the financial year 2022-23 is ` 3 Lakhs as against the Total
loss before tax of ` 15 Lakhs for the previous financial year 2021-22.
Loss after tax (LAT) is ` 11 Lakhs during the financial year 2022-23 as against the
Loss after tax (LAT) of ` 16 Lakhs for the previous financial year 2021-22.
TARIL Infrastructure Limited
TARIL Infrastructure Limited ("TARIL") is the wholly owned subsidiary of the
Company. For the financial year ended 2022-23 TARIL achieved sales of ` 2038 Lakhs against
` 1383 Lakhs during the previous financial year 2021-22. Total profit before tax for the
financial year 2022-23 is ` 344 Lakhs as against the total profit before tax for the
financial year is ` 252 Lakhs for the previous financial year 2021-22.
Profit after tax (PAT) is ` 257 Lakhs during the financial year 2022-23 as against the
Profit after tax (PAT) of ` 212 Lakhs for the previous financial year 2021-22.
Savas Engineering Company Private Limited
Savas Engineering Company Private Limited ("Savas") is the wholly owned
subsidiary of the Company. For the financial year ended 2022-23 Savas achieved sales of
`4082 Lakhs against ` 3678 Lakhs during the previous financial year 2021-22. Total Profit
before tax for the financial year 2022-23 is ` 41 Lakhs as against the total profit before
tax of ` 39 Lakhs for the previous financial year 2021-22.
Loss after tax (LAT) is Rs 53 Lakhs during the financial year 2022-23 as against profit
after tax (PAT) of ` 7 Lakhs for the previous financial year 2021-22.
Joint Venture Company:
TARIL Switchgear Private Limited (formerly known as T&R Switchgear Private Limited)
TARIL Switchgear Private Limited (formerly known as T&R Switchgear Private Limited)
("TARIL Switchgear") is the joint venture Company. For the financial year ended
2022-23 TARIL Switchgear achieved sales of ` 1948 Lakhs against ` 1087 Lakhs during the
previous financial year 2021-22. Total loss before tax for the financial year 2022-23 is `
7 Lakhs as against the total loss before tax of ` 168 Lakhs for the previous financial
year 2021-22.
Loss after tax (LAT) is ` 8 Lakhs during the financial year 2022-23 as against loss
after tax of ` 169 Lakhs for the previous financial year 2021-22.
Directors
The Board of Directors of your Company comprises of Six (6) Directors of which Three
(3) are Executive Directors and Three (3) are Non-Executive and Independent Directors as
on 31st March, 2023.
In terms of the provision of Section 149 of the Companies Act, 2013 and Regulation
17(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a
Company shall have atleast one Woman Director on the Board of the Company. Your Company
has Mrs. Karuna J. Mamtora as Director on the Board of the Company since its inception,
who is presently the Executive Director of your Company.
As per the provisions of Section 152 of the Companies Act, 2013 and Articles of
Association of the Company, Mrs. Karuna J. Mamtora being longest in the office shall
retire at the ensuing Annual General Meeting and being eligible for re-appointment, offers
herself for re-appointment.
Details of Director seeking re-appointment as required under the Listing Regulations
are provided in the Notice forming part of this Annual Report. Their re-appointments are
appropriate and in the best interest of the Company.
In Annual General meeting held on 1st August, 2022, the Company has taken
approval from the its members for re-appointment of Mr. Jitendra U. Mamtora as Chairman
and Whole-time Director and Mrs. Karuna J. Mamtora as Executive Director of the Company.
Mr. Satyen J. Mamtora was re-appointed as a Managing Director of the Company w.e.f 1st
April, 2022 as approved by the members through Postal Ballot process, as on 27th
June, 2022.
All Independent Directors have given declarations that they meet the criteria of
Independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation
25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The
terms and conditions of the Independent Directors are incorporated on the website of the
Company www.transformerindia.com
To familiarize the Independent Directors with the strategy, operations and functions of
our Company, the Executive Directors/ Senior Managerial Personnel make presentations to
the Independent Directors about the Company's strategy, business model, operations,
service and product offerings, markets, organization structure, finance, human resources,
technology, quality, facilities and risk management. Further, the Company has devised a
Familiarization Program for Independent Director and same been placed on the web site of
the Company at the Link:
http://www.transformerindia.com/wp-content/uploads/2023/02/Details-of-Familiarization-programme-2022-23.pdf
None of the Directors of the Company is disqualified for being appointed as Director as
specified in Section 164 (2) of the Companies Act, 2013.
Appointments and Resignations of the Key Managerial Personnel
Mr. Jitendra U. Mamtora, Chairman and Whole-time Director of the Company has been
reappointed w.e.f. 1st January, 2023, Mrs. Karuna J. Mamtora (DIN: 00253549),
Executive Director of the Company has been reappointed w.e.f. 1st April, 2023
and Mr. Satyen J. Mamtora, Managing Director of the Company has been reappointed w.e.f. 1st
April, 2022 Mr. Ramesh Birajdar had resigned from the post of Chief Financial Officer of
the Company w.e.f 4th July, 2022 and Mr. Amarendra Kumar Gupta has been
appointed as Chief Financial Officer of the Company w.e.f 4th July, 2022.
Mr. Jitendra U. Mamtora, Chairman and Whole-time Director, Mr. Satyen J. Mamtora,
Managing Director, Mrs. Karuna J. Mamtora, Executive Director, Mr. Mathew Kurian, Chief
Executive Officer, Mr. Amarendra Kumar Gupta, Chief Financial Officer and Mr. Rakesh Kiri,
Company Secretary of the Company are the Key Managerial Personnel as per the provisions of
the Companies Act, 2013 as on 31st March, 2023.
Mr. Mathew Kurian has resigned from the post of Chief Executive Officer due to his ill
health w.e.f. 4th May, 2023.
Number of the Meetings of the Board of Directors
Regular Board Meetings are held once in a quarter, inter-alia, to review the quarterly
results of the Company.
During the financial year 2022-23, the Board of Directors met Five (5) times i.e. 14th
May, 2022, 4th July, 2022, 8th August, 2022, 10th
November, 2022 and 6th February, 2023. Detailed information on the Board
Meetings is included in the Corporate Governance Report, which forms part of this Annual
Report.
The details of number of meetings of Committees held during the financial year 2022-23
forms part of Corporate Governance Report.
Committees of the Board of Directors
Your Company has several Committees which have been established as part of the best
Corporate Governance practices and are in compliance with the requirements of the relevant
provisions of applicable laws and statutes.
The Company has following Committees of the Board of Directors:
Audit Committee
Stakeholder's Grievances and Relationship Committee
Nomination and Remuneration Committee
Corporate Social Responsibility Committee
Management Committee
Transfer Committee
The details with respect to the compositions, powers, terms of reference and other
information of relevant committees are given in details in the Corporate Governance Report
which forms part of this Annual Report.
Corporate Social Responsibility Committee
In Compliance with Section 135 of the Companies Act, 2013 read with the Companies
(Corporate Social Responsibility Policy) Rules, 2014, the Company has established
Corporate Social Responsibility (CSR) Committee and statutory disclosures with respect to
CSR Committee and an Annual Report on CSR Activities forms part of this Board of
Director's Report as Annexure-2.
Board Diversity
Your Company has over the years been fortunate to have eminent persons from diverse
fields as Directors on its Board. The Nomination and Remuneration Committee has formalized
a policy on Board Diversity to ensure diversity of experience, knowledge, perspective,
background, gender, age and culture.
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 and Regulation
25 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, a structured questionnaire was prepared
after taking into consideration of the various aspects of the Board's functioning,
Composition of the Board and Committees, culture, execution and performance of specific
duties, obligation and governance. The performance evaluation of the Independent Directors
was completed.
During the financial year under review, the Independent Directors met on 6th
February, 2023 interalia, to discuss:
Performance evaluation of Non-Independent Directors and Board of Directors as a
whole;
Performance evaluation of the Chairman of the Company;
Evaluation of the quality of flow of information between the Management and
Board for effective performance by the Board.
The Board of Directors expressed their satisfaction with the evaluation process.
Policy on Director's Appointment and Remuneration
The Company has a Nomination and Remuneration Committee. The Committee reviews and
recommend to the Board of Directors about remuneration for Directors and Key Managerial
Personnel and other employee up to one level below of Key Managerial Personnel. The
Company does not pay any remuneration to the Non-Executive Directors of the Company other
than sitting fee for attending the Meetings of the Board of Directors and Committees of
the Board. Remuneration to Executive Directors is governed under the relevant provisions
of the Act and approvals.
The Company has devised the Nomination and Remuneration Policy for the appointment,
re-appointment and remuneration of Directors, Key Managerial Personnel and Senior
Management Personnel. All the appointment, re-appointment and remuneration of Directors,
Key Managerial Personnel and Senior Management Personnel are as per the Nomination and
Remuneration Policy of the company.
Vigil Mechanism
The Company has established a vigil mechanism and accordingly framed a Whistle Blower
Policy. The policy enables the employees to report to the management instances of
unethical behavior, actual or suspected fraud or violation of Company's Code of Conduct.
Further the mechanism adopted by the Company encourages the Whistle Blower to report
genuine concerns or grievances and provide for adequate safe guards against victimization
of Whistle Blower who avails of such mechanism and also provides for direct access to the
Chairman of the Audit Committee, in exceptional cases. The functioning of vigil mechanism
is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been
denied access to the Audit Committee of the Board. The Whistle Blower Policy of the
Company is available on the website of the Company www.transformerindia.com.
Risk Management Policy
The Company is aware of the risks associated with the business. It regularly analyses
and takes corrective actions for managing/ mitigating the same.
The Company has framed a formal Risk Management Framework for risk assessment and risk
minimization which is periodically reviewed to ensure smooth operation and effective
management control. The Audit Committee also reviews the adequacy of the risk management
framework of the Company, the key risks associated with the business and measure and steps
in place to minimize the same.
Sexual Harassment of Women at Workplace
The Company has constituted Internal Complaints Committee under the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the company
has complied with provisions of the same.
There were no incidences of sexual harassment reported during the year under review, in
terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
Directors' Responsibility Statement
As stipulated in Section 134(3)(c)read with sub section 5 of the Companies Act, 2013,
Directors subscribe to the "Directors' Responsibility Statement", and confirm
that:
a) In preparation of annual accounts for the year ended 31st March, 2023,
the applicable accounting standards have been followed and that no material departures
have been made from the same;
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 or loss of the Company for that year;
c) The Directors had taken proper and sufficient care 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;
d) The Directors had prepared the annual accounts for the year ended 31st
March, 2023 on going concern basis.
e) The Directors had laid down the internal financial controls to be followed by the
Company and that such Internal Financial Controls are adequate and were operating
effectively; and
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.
Insurance
Assets of your Company are adequately insured against various perils.
Corporate Governance
The Company endeavors to maximize the wealth of the Shareholders by managing the
affairs of the Company with pre-eminent level of accountability, transparency and
integrity.
A separate section on Corporate Governance standards followed by your Company, as
stipulated under Regulation 27 and 34 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is enclosed as an annexure to this Report.
A Certificate from Mr. Tapan Shah, Practicing Company Secretary, conforming compliance
to the conditions of Corporate Governance as stipulated under Regulation 27 and 34 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed to
this Report.
Secretarial Standards
Secretarial Standards for the Board of Directors and General Meetings (SS-1 & SS-2)
are applicable to the Company. The Company has complied with the provisions of both
Secretarial Standards.
Management Discussion and Analysis
The Management Discussion and Analysis Report for the financial year under review as
stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is presented in the separate section forming part of this
Annual Report.
Material Changes and Commitment affecting Financial Position of the Company
There are no material changes and commitments, affecting the financial position of the
Company which has occurred between the end of financial year as on 31st March,
2023 and the date of Director's Report i.e. 4th May, 2023.
Particular of Employees
The information required pursuant to Section 197 of the Companies Act, 2013 read with
Rule 5 of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014
in respect of employees of the Company, will be provided upon request. In term of Section
136 of the Companies Act, 2013, the Report is being sent to all shareholders and others
entitled thereto, excluding the aforesaid information and the said particulars are
available for inspection by the Members at the Registered Office of the Company during the
business hours on working days of the Company. The members interested in obtaining such
particulars may write to the Company Secretary.
The ratio of remuneration of each Director to the median employee's remuneration and
other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read
with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 are forming part of this Board of Director's Report as Annexure-3.
Annual Return
Draft of Annual Return as on 31st March, 2023 in Form MGT-7 is available on
the website of the Company www.transformerindia.com
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
Information relating to Conservation of Energy, Technology Absorption and Foreign
Exchange Earning and Outgo, required under Section 134 (3) (m) of the Companies Act, 2013
forms part of this Board of Director's Report as Annexure-4.
Contracts or Arrangements with Related Parties
All the related party transactions that were entered during the financial year were in
the Ordinary course of business of the Company and were on arm's length basis. There were
no materially significant related party transactions entered by the Company with its
Promoters, Directors, Key Managerial Personnel or other persons which may have potential
conflict with the interest of the Company.
All Related Party transactions are placed before the Audit Committee for approval,
wherever applicable. Prior omnibus approval for normal business transactions is also
obtained from the Audit Committee for the related party transactions which are of
repetitive nature and accordingly the required disclosures are made to the Committee on
quarterly basis in terms of the approval of the Committee.
The policy on Related Party Transactions as approved by the Board of Directors is
uploaded on the website of the Company www.transformerindia.com
The particulars of contracts or arrangements with related parties referred to in
Section 188(1) of the Companies Act, 2013, as prescribed in Form AOC - 2 which forms part
of this Board of Director's Report as Annexure-5
Internal financial control systems and their adequacy
Your Company has laid down the set of standards, processes and structure which enables
to implement internal financial control across the Organization and ensure that the same
are adequate and operating effectively. To maintain the objectivity and independence of
Internal Audit, the Internal Auditor reports to the Chairman of the Audit Committee of the
Board.
The Internal Auditor monitors and evaluates the efficacy and adequacy of internal
control system in the Company, its compliance with the operating systems, accounting
procedures and policies of the Company. Based on the report of Internal Auditor, the
process owners undertake the corrective action in their respective areas and thereby
strengthen the Control. Significant audit observation and corrective actions thereon are
presented to the Audit Committee of the Board.
Reporting of frauds by Statutory Auditors under Section 143(12)
There were no incidences of reporting of frauds by Statutory Auditors of the Company
u/s 143(12) of the Act read with Companies (Accounts) Rules, 2014.
Details of Significant and Material Orders passed by the Regulators, Courts and
Tribunals
No significant and material order has been passed by the regulators, courts, tribunals
impacting the going concern status and Company's operations in future.
Disclosure of proceedings pending or application made under Insolvency and Bankruptcy
Code, 2016
No application was filed for corporate insolvency resolution process, by a financial or
operational creditor or by the Company itself under the IBC before the NCLT.
Disclosure of reason for difference between valuation done at the time of taking loan
from Bank and at the time of one-time settlement
There were no instances of one-time settlement with any Bank of Financial Institution
AUDITORS
Statutory Auditors
The Statutory Auditors, M/s Manubhai & Shah LLP (Firm Registration No. 106041W),
Chartered Accountants has been appointed to hold the office from the conclusion of this 28th
Annual General Meeting till the conclusion of 33rd Annual General Meeting of
the Company. The Company has received the consent from the Auditors and confirmation to
the effect that they are not disqualified to be appointed as the Auditors of the Company
in the terms of the provisions of the Companies Act,2013 and the Rules made thereunder.
Internal Auditor
M/s Sharp & Tannan Associates., Chartered Accountants, Ahmedabad has been appointed
as Internal Auditors of the Company for financial year 2023-24. Internal Auditors are
appointed by the Board of Directors of the Company on a yearly basis, based on the
recommendation of the Audit Committee. The Internal Auditor reports their findings on the
Internal Audit of the Company, to the Audit Committee on a quarterly basis. The scope of
internal audit is approved by the Audit Committee.
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, your Company had
appointed Mr. Tapan Shah, Practicing Company Secretary to undertake the Secretarial Audit
of the Company for the financial year 2022-23. The Report of the Secretarial Audit Report
for the financial year 2022-23 is annexed to this Board of Director's Report as Annexure-6.
Cost Auditor
As per Section 148 read with Companies (Audit and Auditors) Rules, 2014 and other
applicable provisions, if any, of the Companies Act, 2013 the Board of Directors of your
Company has appointed M/s Kushal & Co., Cost Accountants as the Cost Auditor of the
Company for the financial year 2023-24 on the recommendations made by the Audit Committee
The remuneration proposed to be paid to the Cost Auditors, subject to the ratification by
the members at the ensuing Annual General Meeting, would be ` 50,000/- (Rupees Fifty
Thousands only) excluding GST (if applicable) and out of pocket expenses, if any.
The Cost Audit report for the financial year 2021-22 has been filed within the due
date. The due date for submission of the Cost Audit Report for the financial year 2022-23
is within 180 days from 31st March, 2023.
Statutory Auditor's Report
The Statutory Auditors' Report on the accounts of the Company for the accounting year
ended 31st March, 2023 is self-explanatory and do not call for further
explanations or comments that may be treated as adequate compliance of Section 134 of the
Companies Act, 2013.
General
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.
2. Issue of Equity Shares with differential rights as to dividend, voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company under
any scheme save and ESOS.
4. Neither the Managing Director nor the Whole-time Directors of the Company receive
any remuneration or commission from any of its subsidiaries.
5. No significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and Company's operations in future.
Acknowledgment
Your Directors would like to express their appreciation for the assistance and
co-operation received from the financial institutions, banks, Government authorities,
customers, vendors and members during the year under review. Your Directors also wish to
place on record their deep sense of appreciation for the committed services by the
executives, staff and workers of the Company.
By Order of the Board of Directors
Jitendra U. Mamtora |
|
Chairman and Whole-time Director |
Place : Ahmedabad |
(DIN : 00139911) |
Date : 4th May, 2023 |