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Italian Edibles Ltd. के निदेशक की रिपोर्ट
Mar 31, 2025
Your Directors are pleased to present the 15th (Fifteenth) Annual Report together with the Company''s audited financial statements for the Financial Year ended March 31, 2025.
1. FINANCIAL HIGHLIGHTS
A summary of the financial performance of the Company is as follows:
|
(f in |
''Millions'') |
|
|
Particulars |
FY2024-25 |
FY2023-24 |
|
Revenue from operations |
849.78 |
736.20 |
|
Other income |
0.16 |
1.15 |
|
Total Income |
849.94 |
737.35 |
|
Operating expenditure |
654.02 |
535.89 |
|
Depreciation and amortization expense |
2.11 |
13.33 |
|
Total Expenditure |
801.72 |
691.87 |
|
Extraordinary items |
0.00 |
-4.30 |
|
Net Profit before Taxation (PBT) |
48.21 |
41.17 |
|
Tax Expense |
17.74 |
10.23 |
|
Profit/(Loss) after Taxation (PAT) |
30.47 |
30.95 |
|
Earnings Per Share |
||
|
Basic |
2.06 |
2.09 |
|
Diluted |
2.06 |
2.09 |
2. STATE OF COMPANY''S AFFAIRS, REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS
During the year under review, the Company has recorded an increase of 15.42% Revenue from Operations at ? 849.94 million as compared to ? 737.35 million in the previous financial year and the Company has reported a Profit after Tax of ? 30.47 million for FY 2024-25 in comparison with Profit after Tax of ? 30.95 million for FY 2023-24.
During the year under review, there was no change in the nature of business of the Company.
3. DIVIDEND
The Board has recommended a final dividend of ? 0.10 (1%) per Equity Share for the FY 202425. The final dividend on equity shares, if approved by the Members, would involve a cash outflow of ? 14,77,715.10.
4. TRANSFER TO RESERV ES
The Board has not proposed to transfer any amount to General Reserves.
5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
The provisions of Section 125(2) of the Companies Act, 2013 (hereinafter referred to as ''the Act'') do not apply to the Company for the year under review.
6. MANAGEMENT DISCUSSION & ANALYSIS REPORT
The Manag ement Discussion a nd Analysis Report fo r the year under review, in terms of Regula tion 34 of the S ecu rities and Exchan ge Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as ''the SEBI LODR Regulations'') forms a part this Annual Re port a s Annexure - V.
7. MATERIAL CHANGES AND COMMITM ENT AFFE CTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINAN CIAL PERIOD TO WHICH THIS FINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT
Except as disclosed elsewhere in the Annua l Report, there have been no material changes and co mmi tments affecting the financial posi tion of the Company, which have occ urred between t he end of the financial year of the Company to which the financial statements relate and the date of the reports.
8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The particul ars required under Section 134(3)(m) of the Companies Act, 20 13(hereinafter referred to as ''the Act'') rea d with the Rule 8(3) of the Companies (Accounts) Rul es, 201 4 and further amended by Companies (Accounts) Amendment Rules, 2 015 regarding con servation of ene rgy, technology absorption foreign exchange earnings and o utgo is an nexed herewith and fo rms part of t his report as Annexure -I.
9. DEMATERIALIZATION OF SHARES
All the Shares of your Company are Dematerialized as on March 31, 2025. The ISIN of the Equity Sh ares of you r Company is INE0R7 R01018.
10. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF T HE COMPANY
Your Company has in place a mechanism to identify, assess, monitor and mitigate various risks associated with the business of the Company. Majo r risks i dentified by the businesses and functio ns, if any, are systematically a ddressed through m i tigatin g actions on a contin uing basis.
Your Company has put in place a Board approved "Risk Management Policy" which inter-alia integrates various elements of risk management into a unified enterprise-wide Policy.
11. DETAILS OF POLICY DEVELOPED AND I MPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
During the year un der review, the provisions relating to Corporate Social Responsibility is not applicable to the Company.
12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
Details of loa ns, i nvestments, guarantees covered under the provisions of Section 186 of ''the Act'' are furnished in the notes to the Financial Statements, forming part of the Financial Statements. During the year under review there are no investments, guarantees, and securities given in res pect of which provisions of section 18 5 and 18 6 of the Act are applica ble . The loa ns m ade by the Company are in com pliance with the provisions of Section 186 of''the Act''.
13. PARTICULARS OF CONTRACTS OR ARRAN GEM ENTS MADE WITH RE LATED PARTIE S
As per the process, necessary details for each of the Related Party Transactions as applica ble a I ong with th e ju stificati on are provided to the Audit Committee in terms of the Company''s Policy on Materiality and Dealing with Related Party Transactions and as required under SEBI Master Circular for compliance with the provisions of the Listing Regulations by listed entities dated November 11, 2024.
All contracts/ a rrangements/ transactions entered into by the Co mpany duri ng the financi al year with related parties were in the ordinary course of business and on an arm''s length ba sis. Further, details of material re l ated party transactions in Fo rm AOC- 2 is annexed as Ann exure -II. All Related Party Transactions have either been approved by the Audit Committee or prior omnibus approval of the Audit Committee was obtained for the transactions which were of a repetitive natu re.
The transactions entered into pursuant to the omnibus approval so granted were reviewed and statements giving details of all related party transactions were placed before the Audit Committee on a periodic basis.
The details of contracts and arrangeme nts with Related Part ies of your Compa ny for the financial yea r end ed March 31, 2 025, are given in Note no. 34 to the Standalone Financial Statements, forming part of this Annual Report.
14. AUDITORS AND AUDIT REPORT Statutory Auditors
M/s Maheshwari & Gupta, Chartered Accountants (ICAI Firm Registration Nu mber 006 179C) were appointed as Statuto ry Auditors fo r a term of five (5) consecutive years fro m the con clusion of the 13th AGM of t he Company held in the year 2023 until the conclusion of the 18th AGM of th e Comp any to be held in the year 2028 .
The Auditors'' Report on the financia l statements of the Company for th e year ended March 31, 202 5 is unmodified i. e. it does not contain any qualification, reservation or adverse rem ark. The Auditors'' Report is enclosed with the financial statements forming part of this Annual Report.
No frauds have been reported by the Statutory Auditors under sub section (12) of Section 143 of ''the Act''.
Secretarial Auditors
Pursuant to Section 204 of the Companies Act, 2013 and Rules made thereunder, the Company has appointed M/s M. Kal antri & Associates, Company Secretaries, as the Secretarial A uditors to conduct th e Secretarial Aud it for the Finan cial Year 2 024-25. The Secretarial Audit Re port is annexed to this Board report as Annexure - III.
The Secretarial Auditor''s Report does not contain any qualification, reservation, adverse remark or disclaimers.
15. POLICY RELATING TO DIRECTORS'' APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES
The Nomi nation and Remuneration Committee (NRC'') engages with the Board to evaluate the appropriate characteristics, skills and experience for the Board as a whole as well as for its individual members with the objective of having a Board with diverse backgrounds and experience in business, finance and governance. The NRC, on the basis of such evaluation, determines the role and capabilities required for of Director. Thereafter, the NRC recommends to the Board the selection of new Directors.
Based on the recommendations of the NRC, the Board has formulated a Policy on Director''s appointment and remuneration which includes the criteria for determining qualifications, positive attributes, independence of a director and process of appointment and removal as well as components of remuneration of Di rector(s), Key Managerial Personnel (''KMP'') and Senior Man agement of t he Company an d other matters as p rovided under Section 178(3) of ''the Act'' Director(s), Key Managerial Personnel (''KMP'') and Senior Management of the Company and other matte rs as provided u nder Section 178(3) of ''the Act''.
The same is a vailable at https: ''/ofcourse roup.com/p icies-code/.
16. PERFORMANCE EVALUATION AND ITS CRITERIA
In terms of the provisions of Section 178(2) of ''the Act'', the Board has adopted a formal mechanism for evaluating its performance as wel l as that of its Committees and indivi dual directors , including the Chairman of the Bo ard and Independe nt Directors. For the said p urpose, a structured questionnaire was circulated to the Directors for each of the evaluations.
Performance of the Board was eval uated by each Director on th e pa rameters such as Structure and Composition of Board, Meetings of the Board, Functions of the Board, Board & Management, etc.
Board Committees were evaluated on the parameters such as Mandate and Composition of Committee, Effectiveness of the Committee, Structure of the Committee and meetings, Independe nce of t he Committe e from the Board, Contribution to decisions of the Boa rd etc.
Performa nce of the Chairma n wa s evaluated by all other Directors (except the Director himself) on the parameters such as Knowledge and Competency, Fulfilment of Fu nctions, Abil ity to function a s a tea m, Initiative, Availability and attendance, Commitment, Contribution, Integrity, Impartia l ity, Commitment, Ability to keep shareholders'' i nterests in m ind etc.
Performance of the Independent Directors was evaluated by the entire Board of Directors, excluding the Director being evaluated.
Directors were also evaluated individually by all other Directors (except the Director himself) on the parameters such as Knowledge and Com petency, Fulfilment of Functio ns, Ability to function as a team, Initiative, Availability an d attendance, Commitment, Contribution, Integrity etc f
Meeting of the Independent Directors without the attendance of Non-Independent Directors, Chief Fi nancial Officer or the members of the management of the Co mpany was held on March 06, 2025. The Independent Directors, i nter-ali a, evaluated the performance of N on-Independent Directors, the Chairman of the Company and the Board for FY 2024-25. They also assessed the quality, content and timeliness of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.
Th e Directors exp ressed their sa tisfaction wi th the evaluation process.
Pursu ant to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return in form MGT-7, as of March 31, 2025, has been placed on the website of the Company and can be accessed at https://ofcoursegroup.com/annual-report/.
18. BOARD MEETINGS AND COMMITTEE MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
The Board met seven (7) times during the year under review. The intervening gap between the meetings was within the period prescribed under the Act and the SEBI Listing Regulations.
19. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Companies Act, 2013; your Directors, to their best of their knowledge and ability, confirm that:-
i. in the preparation of the annual accounts for the financial year ending March 31, 2025, the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any;
ii. they have 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;
iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. the annual accounts have been prepared on a going concern basis;
v. the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
vi. 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.
The Company has devised proper systems to ensure compliance with the provisions of the Secretarial Standards on Meetings of the Board of Directors and Committees of Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) and is in due compliance with the same.
21. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint Venture or Associate Company.
No deposits have been accepted by the Company from the public. The Company had no outstanding, unpaid or unclaimed public deposits at the beginning and end of FY 2024-25.
|
23. |
DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR |
||
|
Directo rs |
|||
|
As on March 31, 2025, the Com position of the Board of the Company is a follows: |
|||
|
Sr. No. |
Name of the Director |
Category |
|
|
1 |
Mr. Ajay Makhija |
Managing Di rector |
|
|
2 |
Mr. Akshay Makhija |
Executive Director and CEO |
|
|
3 |
Ms. Sneha Khandelwal |
Non-Executive Non-Independent Director |
|
|
4 |
Ms. Anjali Jain |
Non-Executive Independent Director |
|
|
5 |
Ms. Devyani Chhajed |
Non-Executive Independent Director |
|
Ms. Sneha Khandelwal, who was appointed as Additional Non-Executive Non-Independent Director on January 1, 2024, for holding office up to the date of the Annual General Meeting held on September 30, 2024, has been appointed as Non-Executive Non-Independent Director at the AGM hel d on September 30, 2024.
Directors Retirement by Rotation
Pursuant to the provisio ns of Section 152 (6) of the Act, Mr. Ajay Makhija (DIN: 02847288), Managing Director of t he Compan y and Mr. Akshay Makhija (DIN: 02787252) are liab l e to ret ire by rotation.
Further Mr. Ajay Makhija is liable to retire by rotation at this ensuing AGM and, being eligible, offers himself for re-appointment. The Board of Directors recom mend his re-appointment an d propose the same for the approval of the members at the ensuing Annual General Meeting of the Company.
Key Managerial Personnel
Pursuant to the provisions of Section 203 of ''the Act'', the Key Managerial Personnel of the Company as on March 31, 2025 are as under:
|
Sr. No. |
Name |
Designation |
|
1 |
*Mr. Ajay Makhija |
Managing Director |
|
2 |
*Mr. Akshay Makhija |
Executive Director and Chief Executive Officer |
|
3 |
*Mr. Satyanarayan Rawat |
Chief Financ ial Officer |
|
4 |
**Ms. Dhruvi Gandhi |
Company Secretary and Compliance Officer |
|
* Key Man agerial Personnel s Appointed w.e.f. August 14, 2023. ** Key Managerial Personnels Appointed w.e.f. October 15, 2024. |
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24. DECLARATION FROM INDEPENDENT DIRECTORS
In te rms of Secti on 149 of ''th e Act'' and ''the SEBI LODR Regulations'', Ms. Anjali Jain and Ms. Devyani Chhajed are the Independent Directors of the Company as on the date of t his repo rt. All Independ ent Directors of the Company have given requisite d eclarations un der Section 149(7) of ''the Act'', t hat th ey me et the criteria of independence as l aid d own under Se ction 149 (6) of ''the Act'' al ong with the Rul es framed thereunder and that they h ave ai so complied with the Code of Conduct and Eth i cs of the Company as applicable to the Board oi Di rectors and Sen ior Management.
In the opin ion of the Board, the Independent Directors possess core skills/ expertise/ competencies (including the proficiency), identified by the Board, required in the context of Company''s business (e s) an d sector(s) for the Company to function effectively and are pers ons of high integrity a nd repute. They fulfil l the conditions specified in ''the Act'' as wei l as the Rules made thereunder a nd a re independent of the management.
The te rms and conditions of appointment of Independent Directors are as per Schedule IV of ''the Act''.
Du ring the year und er review, the Independent Directors of the Company had no pecuniary relationship or transaction wit h the Company, other than r eceiving th e sit ting fee s, and reimbursem ent of expenses incurred by them for the purpose of attending meetings of the Board/Committees of the Company.
In terms of Secti on 150 of th e Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 , as amended, Independent D i rectors of the Company have confirmed that they have registered themselves with the databank m aintained by The Indian Insti tute of Corporate Affairs, Manesar (''''IICA'''') and the said registration is renewed and active.
25. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIO NS IN FUTURE
Du ring the year und er review there were no significant and material orders passed by the regula tors or cou rts or tribunal s impacting the going concern status and company''s ope rations in future.
26. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
Your Company has an adequate interna l controls system, commensurate wit h the size and natu re of its business. The system i s supported by documented policies, guidelines and procedures to monitor business a nd operational performance which are aimed at ensuring business integrity and promoting operation al efficiency.
Further the Compa ny has i n place adequate internal financial controls wi th reference to Fi na ncial Statements and su ch contro l s were operating effectively as a t M arch 31, 20 25. These controls have b een design ed to provid e a reasonable assurance with regard to maintaining proper accoun ting controls for ensurin g reliability of financial ieporting, m onitoring of operations. During the y ear, such controls wer e tested and no reportable weaknesses in th e de sign or operations were observ ed.
27. COMPOSITION OF AUDIT COMMITT EE AND VIGIL MECHAN ISM
The Audit Committee of the Company had been constituted and functions in accordance with provisions of Section 1 77 of''th e Act '' and S EBI Listing Regulat i ons.
During the period under review, the Board of Directors has accepted all recommendations made by the Audit Committee .
The Audit Committee met five times during the year und er rev i ew.
The composition of the Committee as on the March 31, 2025 is as under:
|
Sr. No. |
Name |
Designation in Committee |
Category |
|
1 |
Ms. Devyani Chhajed |
Chairperson |
Non-Executive Independent Director |
|
2 |
Ms. Anjali Jain |
Member |
Non-Executive Independent Director |
|
3 |
Mr. Akshay Makhija |
Member |
Executive Director and CEO |
The Company has established a vigil mechanism by adopting Whistle Blower Policy pursuant to w hich whistle blowe rs can raise concerns in a prescribed manner. Further, the mechanism adopted by the Company encourages a whistle blower to report genuine concerns or grievances and provi des for adequa te safeguards against victimization of the w histle blower who avai l s of such mechani sm as well as direct access to the Chairman of the Audit Committee. The functioning of the vi gil mechanism is reviewed by the Audit Committee fro m tim e to t i me. None of the whistle blowers have bee n denied access to the Audit Committee of the Board. The Vigil Mechanism/Whistle Blow er Policy i s available at https://ofcoursegroup.com/policies-code/.
28. NOMINATION AND REMUNERATION COMMITTEE
The composition of the Committee as on March 31, 2025 is as under:
|
Sr. No. |
Name |
Designation in Committee |
Category |
|
1 |
Ms. Anjali Jain |
Chairperson |
Non-Executive Independent Director |
|
2 |
Ms. Devyan i Chhajed |
Member |
Non-Executive Ind ependent Director |
|
3 |
Ms. Sneha Khandelwal |
Member |
Non-Executive Non-Independent Director |
The Nomination and Remuneration Committee met four times during the year under review. During the period under review, the Board of Directors has accepted all recommendations made by the NRC Committee.
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29. STAKEHOLDERS'' RELATIONSHIP COMMITTEE The composition of th e Committee as on March 31, 2025 is as under: |
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|
Sr. No. |
Name |
Designation in Committee |
Category |
|
1 |
Ms. Devyani Chhajed |
Chairperson |
Non-Executive Ind ependent Director |
|
2 |
Ms. Anj ali Jain |
Member |
Non-Executive Ind ependent Director |
|
3 |
Ms. Sneha Khandelwal |
Member |
Non-Executive Non-Independent Director |
The Stakeholders'' Relationship Committee met one time during the year under review.
During the period under review, the Board of Directors has accepted all recommendations made by the SRC Committee.
30. SHARE CAPITAL Authorized Share Capital
During the period under review there is no change in the Authorised Share Capital of the Company.
a. BUY BACK OF SECURITIES
The Compa ny h as not bough t back any of its securities d uring th e ye ar under revi ew.
b. SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year under review.
c. BONUS SHARES
The Company has not issued any Bonus Shares during the year under review.
d. EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees. e . ISSUE OF SHARES WITH DI FFERENTIAL RIGHTS
The Company has not issu ed any Shares with Differentia l rights.
31. P REVE NTION OF SEXUAL HARRASSMENT
The Company has adopted a policy on sexual harassment at workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (''POSH Act''). All the employees (perma nent, contractu al, temporary, trainees) are cove red unde r this policy.
|
Sr. No. |
Particulars |
No. of Complaints |
|
(a) |
number of complaints of sexual harassment received in the year |
NIL |
|
(b) |
number of complaints dispos ed of during the year |
NIL |
|
(c) |
numbe r of cases pending for more than ninety days |
NIL |
|
(d) |
Remarks, if any |
During the year under review, there was no complaints filed or registered pursuant to this Act. |
The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the ''POSH Act'' to redress complaints received regarding sexual harassment.
32. MAINTENANCE OF COST RECORDS
Th e Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act 2013.
33. PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required under Section 197(12) of ''the Act'' read w ith Rule 5(1) of the Companies (Appointment a nd Remuneration of Man agerial Personnel) Rul es, 2014 is annexed herewith as Annexure - IV forming integral part of this report.
Non e of the employees dra w remuneration in excess of the li mits set ou t in the Rul e 5(2)(i), Rule 5(2 )(ii) and Rule 5(2)(ii i) of Companies (Appointment and Remuneration of Ma nagerial Personnel) Rul es, 2014 durin g th e year under review.
34. PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)
No Application was made under the Insolvency and Bankruptcy Code, 2016 during the year under review. Hence there are no proceedings pen ding under the said Code.
35. THE DETAILS OF THE DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
During the year under review, the Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence the details of difference between amount of th e valua tion done at the time of one- time settlement and the val uation done while taking i oan from th e Banks or Fi nancial Institutions along with the rea son s thereof is not app lica ble.
36. STATEMENT OF DEVIATION AND VARIATION FOR PROCEEDS OF ISSUE OF INITIAL PUBLIC OFFERING (IPO)
The Company has been listed on the NSE SME Emerge Platform with effect from February 12, 2024, and there has been no deviation or variation in the utilization of the proceeds of the Initial
Public Offering ("IPO") from the objects stated in th e Prospectu s. The Company has adhered to the intended purposes as ap proved and disc losed at t he time of the issue.
The members are requested to note that the Board had at its meeting held on March 13, 2024, considered and approved a proposal for further expansion/enhancement of manufacturing capacity of the Company vis-a-vis mentioned in the Prospectus dated January 25, 2024 (" Prospectus") a nd accordingly decided to construct ad ditional area in the land proposed to be acquired, procure additiona l plant and ma chinery of a superior qua I ity with a ll required facili ties which will result in enhancement of qu ality an d overall capacity of the Company, with options for additi on of new pro du ct lines for growth of the Company once the b uilding is con stru cted and the pl ant and m achinery is insta l led and made operational . A copy of t he latest Statement of Deviatio n or Variation i n the use of proceeds of Initial Public Offer ("IPO") fo r the Half Year Ended March 31, 2025 submitted with the NSE is available on the website of the Company for more information of the members and can be accessed at the weblink
https://www.ofcoursegroup.com/nse/.
37. CODE FOR PREVENTION OF INSIDER TRADING
Your Company has a dopted a Code of Conduct to regulate, monitor and report tra ding by designated persons an d their immed iate relatives and a Code of Fair Disci osure to formu l ate a framework and policy for disclosu re of events and occurrences as per the requirements und er the Securities and Exchange Board of India (Prohib itio n of Insider Trading) Regulations, 2015. The Code of Fair Disclosure has been made available at https://ofcoursegroup.com/policies-code/.
38. COMPLIANCE RELATIN G TO PROVISIONS OF THE MATERNITY BENEFIT ACT, 1961
The Company declares th at it ha s duly complied with the provisions of the Ma ternity Ben efit Act, 1961 . All eligi ble women employees have been extended t he statutory be nefits prescribed unde r the Act, includ i ng paid maternity leave i continuity of salary a nd service du ring the leave period, and post-matern ity suppo rt such as nursing breaks and flexible return-to-work opti ons, as applica ble. The Company remain s committed to fostering an inclusive an d supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.
Your Directors place on record their sincere thanks to bankers, business associates, consultants, and variou s Government Au thoriti es for th eir conti nu ed support extended to your Companies activities during the year under review. Your Director s also a cknowledge s g ratefu lly the shareholders ior their support and confidence repo sed on your Comp any.
Mar 31, 2025
Your Directors are pleased to present the 15th (Fifteenth) Annual Report together with the Company''s audited financial statements for the Financial Year ended March 31, 2025.
1. FINANCIAL HIGHLIGHTS
A summary of the financial performance of the Company is as follows:
|
(f in |
''Millions'') |
|
|
Particulars |
FY2024-25 |
FY2023-24 |
|
Revenue from operations |
849.78 |
736.20 |
|
Other income |
0.16 |
1.15 |
|
Total Income |
849.94 |
737.35 |
|
Operating expenditure |
654.02 |
535.89 |
|
Depreciation and amortization expense |
2.11 |
13.33 |
|
Total Expenditure |
801.72 |
691.87 |
|
Extraordinary items |
0.00 |
-4.30 |
|
Net Profit before Taxation (PBT) |
48.21 |
41.17 |
|
Tax Expense |
17.74 |
10.23 |
|
Profit/(Loss) after Taxation (PAT) |
30.47 |
30.95 |
|
Earnings Per Share |
||
|
Basic |
2.06 |
2.09 |
|
Diluted |
2.06 |
2.09 |
2. STATE OF COMPANY''S AFFAIRS, REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS
During the year under review, the Company has recorded an increase of 15.42% Revenue from Operations at ? 849.94 million as compared to ? 737.35 million in the previous financial year and the Company has reported a Profit after Tax of ? 30.47 million for FY 2024-25 in comparison with Profit after Tax of ? 30.95 million for FY 2023-24.
During the year under review, there was no change in the nature of business of the Company.
3. DIVIDEND
The Board has recommended a final dividend of ? 0.10 (1%) per Equity Share for the FY 202425. The final dividend on equity shares, if approved by the Members, would involve a cash outflow of ? 14,77,715.10.
4. TRANSFER TO RESERV ES
The Board has not proposed to transfer any amount to General Reserves.
5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
The provisions of Section 125(2) of the Companies Act, 2013 (hereinafter referred to as ''the Act'') do not apply to the Company for the year under review.
6. MANAGEMENT DISCUSSION & ANALYSIS REPORT
The Manag ement Discussion a nd Analysis Report fo r the year under review, in terms of Regula tion 34 of the S ecu rities and Exchan ge Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as ''the SEBI LODR Regulations'') forms a part this Annual Re port a s Annexure - V.
7. MATERIAL CHANGES AND COMMITM ENT AFFE CTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINAN CIAL PERIOD TO WHICH THIS FINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT
Except as disclosed elsewhere in the Annua l Report, there have been no material changes and co mmi tments affecting the financial posi tion of the Company, which have occ urred between t he end of the financial year of the Company to which the financial statements relate and the date of the reports.
8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The particul ars required under Section 134(3)(m) of the Companies Act, 20 13(hereinafter referred to as ''the Act'') rea d with the Rule 8(3) of the Companies (Accounts) Rul es, 201 4 and further amended by Companies (Accounts) Amendment Rules, 2 015 regarding con servation of ene rgy, technology absorption foreign exchange earnings and o utgo is an nexed herewith and fo rms part of t his report as Annexure -I.
9. DEMATERIALIZATION OF SHARES
All the Shares of your Company are Dematerialized as on March 31, 2025. The ISIN of the Equity Sh ares of you r Company is INE0R7 R01018.
10. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF T HE COMPANY
Your Company has in place a mechanism to identify, assess, monitor and mitigate various risks associated with the business of the Company. Majo r risks i dentified by the businesses and functio ns, if any, are systematically a ddressed through m i tigatin g actions on a contin uing basis.
Your Company has put in place a Board approved "Risk Management Policy" which inter-alia integrates various elements of risk management into a unified enterprise-wide Policy.
11. DETAILS OF POLICY DEVELOPED AND I MPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
During the year un der review, the provisions relating to Corporate Social Responsibility is not applicable to the Company.
12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
Details of loa ns, i nvestments, guarantees covered under the provisions of Section 186 of ''the Act'' are furnished in the notes to the Financial Statements, forming part of the Financial Statements. During the year under review there are no investments, guarantees, and securities given in res pect of which provisions of section 18 5 and 18 6 of the Act are applica ble . The loa ns m ade by the Company are in com pliance with the provisions of Section 186 of''the Act''.
13. PARTICULARS OF CONTRACTS OR ARRAN GEM ENTS MADE WITH RE LATED PARTIE S
As per the process, necessary details for each of the Related Party Transactions as applica ble a I ong with th e ju stificati on are provided to the Audit Committee in terms of the Company''s Policy on Materiality and Dealing with Related Party Transactions and as required under SEBI Master Circular for compliance with the provisions of the Listing Regulations by listed entities dated November 11, 2024.
All contracts/ a rrangements/ transactions entered into by the Co mpany duri ng the financi al year with related parties were in the ordinary course of business and on an arm''s length ba sis. Further, details of material re l ated party transactions in Fo rm AOC- 2 is annexed as Ann exure -II. All Related Party Transactions have either been approved by the Audit Committee or prior omnibus approval of the Audit Committee was obtained for the transactions which were of a repetitive natu re.
The transactions entered into pursuant to the omnibus approval so granted were reviewed and statements giving details of all related party transactions were placed before the Audit Committee on a periodic basis.
The details of contracts and arrangeme nts with Related Part ies of your Compa ny for the financial yea r end ed March 31, 2 025, are given in Note no. 34 to the Standalone Financial Statements, forming part of this Annual Report.
14. AUDITORS AND AUDIT REPORT Statutory Auditors
M/s Maheshwari & Gupta, Chartered Accountants (ICAI Firm Registration Nu mber 006 179C) were appointed as Statuto ry Auditors fo r a term of five (5) consecutive years fro m the con clusion of the 13th AGM of t he Company held in the year 2023 until the conclusion of the 18th AGM of th e Comp any to be held in the year 2028 .
The Auditors'' Report on the financia l statements of the Company for th e year ended March 31, 202 5 is unmodified i. e. it does not contain any qualification, reservation or adverse rem ark. The Auditors'' Report is enclosed with the financial statements forming part of this Annual Report.
No frauds have been reported by the Statutory Auditors under sub section (12) of Section 143 of ''the Act''.
Secretarial Auditors
Pursuant to Section 204 of the Companies Act, 2013 and Rules made thereunder, the Company has appointed M/s M. Kal antri & Associates, Company Secretaries, as the Secretarial A uditors to conduct th e Secretarial Aud it for the Finan cial Year 2 024-25. The Secretarial Audit Re port is annexed to this Board report as Annexure - III.
The Secretarial Auditor''s Report does not contain any qualification, reservation, adverse remark or disclaimers.
15. POLICY RELATING TO DIRECTORS'' APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES
The Nomi nation and Remuneration Committee (NRC'') engages with the Board to evaluate the appropriate characteristics, skills and experience for the Board as a whole as well as for its individual members with the objective of having a Board with diverse backgrounds and experience in business, finance and governance. The NRC, on the basis of such evaluation, determines the role and capabilities required for of Director. Thereafter, the NRC recommends to the Board the selection of new Directors.
Based on the recommendations of the NRC, the Board has formulated a Policy on Director''s appointment and remuneration which includes the criteria for determining qualifications, positive attributes, independence of a director and process of appointment and removal as well as components of remuneration of Di rector(s), Key Managerial Personnel (''KMP'') and Senior Man agement of t he Company an d other matters as p rovided under Section 178(3) of ''the Act'' Director(s), Key Managerial Personnel (''KMP'') and Senior Management of the Company and other matte rs as provided u nder Section 178(3) of ''the Act''.
The same is a vailable at https: ''/ofcourse roup.com/p icies-code/.
16. PERFORMANCE EVALUATION AND ITS CRITERIA
In terms of the provisions of Section 178(2) of ''the Act'', the Board has adopted a formal mechanism for evaluating its performance as wel l as that of its Committees and indivi dual directors , including the Chairman of the Bo ard and Independe nt Directors. For the said p urpose, a structured questionnaire was circulated to the Directors for each of the evaluations.
Performance of the Board was eval uated by each Director on th e pa rameters such as Structure and Composition of Board, Meetings of the Board, Functions of the Board, Board & Management, etc.
Board Committees were evaluated on the parameters such as Mandate and Composition of Committee, Effectiveness of the Committee, Structure of the Committee and meetings, Independe nce of t he Committe e from the Board, Contribution to decisions of the Boa rd etc.
Performa nce of the Chairma n wa s evaluated by all other Directors (except the Director himself) on the parameters such as Knowledge and Competency, Fulfilment of Fu nctions, Abil ity to function a s a tea m, Initiative, Availability and attendance, Commitment, Contribution, Integrity, Impartia l ity, Commitment, Ability to keep shareholders'' i nterests in m ind etc.
Performance of the Independent Directors was evaluated by the entire Board of Directors, excluding the Director being evaluated.
Directors were also evaluated individually by all other Directors (except the Director himself) on the parameters such as Knowledge and Com petency, Fulfilment of Functio ns, Ability to function as a team, Initiative, Availability an d attendance, Commitment, Contribution, Integrity etc f
Meeting of the Independent Directors without the attendance of Non-Independent Directors, Chief Fi nancial Officer or the members of the management of the Co mpany was held on March 06, 2025. The Independent Directors, i nter-ali a, evaluated the performance of N on-Independent Directors, the Chairman of the Company and the Board for FY 2024-25. They also assessed the quality, content and timeliness of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.
Th e Directors exp ressed their sa tisfaction wi th the evaluation process.
Pursu ant to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return in form MGT-7, as of March 31, 2025, has been placed on the website of the Company and can be accessed at https://ofcoursegroup.com/annual-report/.
18. BOARD MEETINGS AND COMMITTEE MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
The Board met seven (7) times during the year under review. The intervening gap between the meetings was within the period prescribed under the Act and the SEBI Listing Regulations.
19. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Companies Act, 2013; your Directors, to their best of their knowledge and ability, confirm that:-
i. in the preparation of the annual accounts for the financial year ending March 31, 2025, the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any;
ii. they have 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;
iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. the annual accounts have been prepared on a going concern basis;
v. the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
vi. 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.
The Company has devised proper systems to ensure compliance with the provisions of the Secretarial Standards on Meetings of the Board of Directors and Committees of Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) and is in due compliance with the same.
21. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint Venture or Associate Company.
No deposits have been accepted by the Company from the public. The Company had no outstanding, unpaid or unclaimed public deposits at the beginning and end of FY 2024-25.
|
23. |
DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR |
||
|
Directo rs |
|||
|
As on March 31, 2025, the Com position of the Board of the Company is a follows: |
|||
|
Sr. No. |
Name of the Director |
Category |
|
|
1 |
Mr. Ajay Makhija |
Managing Di rector |
|
|
2 |
Mr. Akshay Makhija |
Executive Director and CEO |
|
|
3 |
Ms. Sneha Khandelwal |
Non-Executive Non-Independent Director |
|
|
4 |
Ms. Anjali Jain |
Non-Executive Independent Director |
|
|
5 |
Ms. Devyani Chhajed |
Non-Executive Independent Director |
|
Ms. Sneha Khandelwal, who was appointed as Additional Non-Executive Non-Independent Director on January 1, 2024, for holding office up to the date of the Annual General Meeting held on September 30, 2024, has been appointed as Non-Executive Non-Independent Director at the AGM hel d on September 30, 2024.
Directors Retirement by Rotation
Pursuant to the provisio ns of Section 152 (6) of the Act, Mr. Ajay Makhija (DIN: 02847288), Managing Director of t he Compan y and Mr. Akshay Makhija (DIN: 02787252) are liab l e to ret ire by rotation.
Further Mr. Ajay Makhija is liable to retire by rotation at this ensuing AGM and, being eligible, offers himself for re-appointment. The Board of Directors recom mend his re-appointment an d propose the same for the approval of the members at the ensuing Annual General Meeting of the Company.
Key Managerial Personnel
Pursuant to the provisions of Section 203 of ''the Act'', the Key Managerial Personnel of the Company as on March 31, 2025 are as under:
|
Sr. No. |
Name |
Designation |
|
1 |
*Mr. Ajay Makhija |
Managing Director |
|
2 |
*Mr. Akshay Makhija |
Executive Director and Chief Executive Officer |
|
3 |
*Mr. Satyanarayan Rawat |
Chief Financ ial Officer |
|
4 |
**Ms. Dhruvi Gandhi |
Company Secretary and Compliance Officer |
|
* Key Man agerial Personnel s Appointed w.e.f. August 14, 2023. ** Key Managerial Personnels Appointed w.e.f. October 15, 2024. |
||
24. DECLARATION FROM INDEPENDENT DIRECTORS
In te rms of Secti on 149 of ''th e Act'' and ''the SEBI LODR Regulations'', Ms. Anjali Jain and Ms. Devyani Chhajed are the Independent Directors of the Company as on the date of t his repo rt. All Independ ent Directors of the Company have given requisite d eclarations un der Section 149(7) of ''the Act'', t hat th ey me et the criteria of independence as l aid d own under Se ction 149 (6) of ''the Act'' al ong with the Rul es framed thereunder and that they h ave ai so complied with the Code of Conduct and Eth i cs of the Company as applicable to the Board oi Di rectors and Sen ior Management.
In the opin ion of the Board, the Independent Directors possess core skills/ expertise/ competencies (including the proficiency), identified by the Board, required in the context of Company''s business (e s) an d sector(s) for the Company to function effectively and are pers ons of high integrity a nd repute. They fulfil l the conditions specified in ''the Act'' as wei l as the Rules made thereunder a nd a re independent of the management.
The te rms and conditions of appointment of Independent Directors are as per Schedule IV of ''the Act''.
Du ring the year und er review, the Independent Directors of the Company had no pecuniary relationship or transaction wit h the Company, other than r eceiving th e sit ting fee s, and reimbursem ent of expenses incurred by them for the purpose of attending meetings of the Board/Committees of the Company.
In terms of Secti on 150 of th e Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 , as amended, Independent D i rectors of the Company have confirmed that they have registered themselves with the databank m aintained by The Indian Insti tute of Corporate Affairs, Manesar (''''IICA'''') and the said registration is renewed and active.
25. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIO NS IN FUTURE
Du ring the year und er review there were no significant and material orders passed by the regula tors or cou rts or tribunal s impacting the going concern status and company''s ope rations in future.
26. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
Your Company has an adequate interna l controls system, commensurate wit h the size and natu re of its business. The system i s supported by documented policies, guidelines and procedures to monitor business a nd operational performance which are aimed at ensuring business integrity and promoting operation al efficiency.
Further the Compa ny has i n place adequate internal financial controls wi th reference to Fi na ncial Statements and su ch contro l s were operating effectively as a t M arch 31, 20 25. These controls have b een design ed to provid e a reasonable assurance with regard to maintaining proper accoun ting controls for ensurin g reliability of financial ieporting, m onitoring of operations. During the y ear, such controls wer e tested and no reportable weaknesses in th e de sign or operations were observ ed.
27. COMPOSITION OF AUDIT COMMITT EE AND VIGIL MECHAN ISM
The Audit Committee of the Company had been constituted and functions in accordance with provisions of Section 1 77 of''th e Act '' and S EBI Listing Regulat i ons.
During the period under review, the Board of Directors has accepted all recommendations made by the Audit Committee .
The Audit Committee met five times during the year und er rev i ew.
The composition of the Committee as on the March 31, 2025 is as under:
|
Sr. No. |
Name |
Designation in Committee |
Category |
|
1 |
Ms. Devyani Chhajed |
Chairperson |
Non-Executive Independent Director |
|
2 |
Ms. Anjali Jain |
Member |
Non-Executive Independent Director |
|
3 |
Mr. Akshay Makhija |
Member |
Executive Director and CEO |
The Company has established a vigil mechanism by adopting Whistle Blower Policy pursuant to w hich whistle blowe rs can raise concerns in a prescribed manner. Further, the mechanism adopted by the Company encourages a whistle blower to report genuine concerns or grievances and provi des for adequa te safeguards against victimization of the w histle blower who avai l s of such mechani sm as well as direct access to the Chairman of the Audit Committee. The functioning of the vi gil mechanism is reviewed by the Audit Committee fro m tim e to t i me. None of the whistle blowers have bee n denied access to the Audit Committee of the Board. The Vigil Mechanism/Whistle Blow er Policy i s available at https://ofcoursegroup.com/policies-code/.
28. NOMINATION AND REMUNERATION COMMITTEE
The composition of the Committee as on March 31, 2025 is as under:
|
Sr. No. |
Name |
Designation in Committee |
Category |
|
1 |
Ms. Anjali Jain |
Chairperson |
Non-Executive Independent Director |
|
2 |
Ms. Devyan i Chhajed |
Member |
Non-Executive Ind ependent Director |
|
3 |
Ms. Sneha Khandelwal |
Member |
Non-Executive Non-Independent Director |
The Nomination and Remuneration Committee met four times during the year under review. During the period under review, the Board of Directors has accepted all recommendations made by the NRC Committee.
|
29. STAKEHOLDERS'' RELATIONSHIP COMMITTEE The composition of th e Committee as on March 31, 2025 is as under: |
|||
|
Sr. No. |
Name |
Designation in Committee |
Category |
|
1 |
Ms. Devyani Chhajed |
Chairperson |
Non-Executive Ind ependent Director |
|
2 |
Ms. Anj ali Jain |
Member |
Non-Executive Ind ependent Director |
|
3 |
Ms. Sneha Khandelwal |
Member |
Non-Executive Non-Independent Director |
The Stakeholders'' Relationship Committee met one time during the year under review.
During the period under review, the Board of Directors has accepted all recommendations made by the SRC Committee.
30. SHARE CAPITAL Authorized Share Capital
During the period under review there is no change in the Authorised Share Capital of the Company.
a. BUY BACK OF SECURITIES
The Compa ny h as not bough t back any of its securities d uring th e ye ar under revi ew.
b. SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year under review.
c. BONUS SHARES
The Company has not issued any Bonus Shares during the year under review.
d. EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees. e . ISSUE OF SHARES WITH DI FFERENTIAL RIGHTS
The Company has not issu ed any Shares with Differentia l rights.
31. P REVE NTION OF SEXUAL HARRASSMENT
The Company has adopted a policy on sexual harassment at workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (''POSH Act''). All the employees (perma nent, contractu al, temporary, trainees) are cove red unde r this policy.
|
Sr. No. |
Particulars |
No. of Complaints |
|
(a) |
number of complaints of sexual harassment received in the year |
NIL |
|
(b) |
number of complaints dispos ed of during the year |
NIL |
|
(c) |
numbe r of cases pending for more than ninety days |
NIL |
|
(d) |
Remarks, if any |
During the year under review, there was no complaints filed or registered pursuant to this Act. |
The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the ''POSH Act'' to redress complaints received regarding sexual harassment.
32. MAINTENANCE OF COST RECORDS
Th e Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act 2013.
33. PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required under Section 197(12) of ''the Act'' read w ith Rule 5(1) of the Companies (Appointment a nd Remuneration of Man agerial Personnel) Rul es, 2014 is annexed herewith as Annexure - IV forming integral part of this report.
Non e of the employees dra w remuneration in excess of the li mits set ou t in the Rul e 5(2)(i), Rule 5(2 )(ii) and Rule 5(2)(ii i) of Companies (Appointment and Remuneration of Ma nagerial Personnel) Rul es, 2014 durin g th e year under review.
34. PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)
No Application was made under the Insolvency and Bankruptcy Code, 2016 during the year under review. Hence there are no proceedings pen ding under the said Code.
35. THE DETAILS OF THE DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
During the year under review, the Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence the details of difference between amount of th e valua tion done at the time of one- time settlement and the val uation done while taking i oan from th e Banks or Fi nancial Institutions along with the rea son s thereof is not app lica ble.
36. STATEMENT OF DEVIATION AND VARIATION FOR PROCEEDS OF ISSUE OF INITIAL PUBLIC OFFERING (IPO)
The Company has been listed on the NSE SME Emerge Platform with effect from February 12, 2024, and there has been no deviation or variation in the utilization of the proceeds of the Initial
Public Offering ("IPO") from the objects stated in th e Prospectu s. The Company has adhered to the intended purposes as ap proved and disc losed at t he time of the issue.
The members are requested to note that the Board had at its meeting held on March 13, 2024, considered and approved a proposal for further expansion/enhancement of manufacturing capacity of the Company vis-a-vis mentioned in the Prospectus dated January 25, 2024 (" Prospectus") a nd accordingly decided to construct ad ditional area in the land proposed to be acquired, procure additiona l plant and ma chinery of a superior qua I ity with a ll required facili ties which will result in enhancement of qu ality an d overall capacity of the Company, with options for additi on of new pro du ct lines for growth of the Company once the b uilding is con stru cted and the pl ant and m achinery is insta l led and made operational . A copy of t he latest Statement of Deviatio n or Variation i n the use of proceeds of Initial Public Offer ("IPO") fo r the Half Year Ended March 31, 2025 submitted with the NSE is available on the website of the Company for more information of the members and can be accessed at the weblink
https://www.ofcoursegroup.com/nse/.
37. CODE FOR PREVENTION OF INSIDER TRADING
Your Company has a dopted a Code of Conduct to regulate, monitor and report tra ding by designated persons an d their immed iate relatives and a Code of Fair Disci osure to formu l ate a framework and policy for disclosu re of events and occurrences as per the requirements und er the Securities and Exchange Board of India (Prohib itio n of Insider Trading) Regulations, 2015. The Code of Fair Disclosure has been made available at https://ofcoursegroup.com/policies-code/.
38. COMPLIANCE RELATIN G TO PROVISIONS OF THE MATERNITY BENEFIT ACT, 1961
The Company declares th at it ha s duly complied with the provisions of the Ma ternity Ben efit Act, 1961 . All eligi ble women employees have been extended t he statutory be nefits prescribed unde r the Act, includ i ng paid maternity leave i continuity of salary a nd service du ring the leave period, and post-matern ity suppo rt such as nursing breaks and flexible return-to-work opti ons, as applica ble. The Company remain s committed to fostering an inclusive an d supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.
Your Directors place on record their sincere thanks to bankers, business associates, consultants, and variou s Government Au thoriti es for th eir conti nu ed support extended to your Companies activities during the year under review. Your Director s also a cknowledge s g ratefu lly the shareholders ior their support and confidence repo sed on your Comp any.
Mar 31, 2024
Your Directors are pleased to present the 14th (Fourteenth) Annual Report together with the Company''s audited financial statements for the Financial Year ended March 31, 2024.
1. FINANCIAL HIGHLIGHTS
A summary of the financial performance of the Company is as follows:
(? in Lakhs)
|
Particulars |
Financial Year 2023-24 |
Financial Year 2022-23 |
|
Revenue from operations |
7362.01 |
6321.20 |
|
Other income |
11.46 |
8.89 |
|
Total Income |
7373.47 |
6330.09 |
|
Total Expenditure |
6,918.72 |
5,986.80 |
|
Net Profit before Taxation (PBT) |
411.73 |
343.29 |
|
Tax Expense |
102.27 |
81.08 |
|
Profit/(Loss) after Taxation (PAT) |
309.45 |
262.21 |
|
Earnings Per Share Basic |
3.73 |
15.30 |
|
Diluted |
3.73 |
15.30 |
2. STATE OF COMPANY''S AFFAIRS, REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS
The Company reported a Profit after tax for FY 2023-24 ? 309.45 lakhs in comparison with profit after tax of ? 262.21 lakhs for FY 2022-23.
During the year under review, there was no change in the nature of business of the Company.
3. DIVIDEND AND RESERVES
The Directors do not recommend any dividend for the year under review. The Board has not proposed to transfer any amount to the General Reserves.
4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND
The provisions of Section 125(2) of the Companies Act, 2013 (hereinafter referred to as ''the Act'') do not apply to the Company for the year under review.
5. MANAGEMENT DISCUSSION & ANALYSIS REPORT
The Management Discussion and Analysis Report for the year under review, in terms of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as ''the SEBI LODR Regulations'') forms part this Annual Report.
6. MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL PERIOD TO WHICH THIS FINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT
There have been no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.
7. ALTERATION OF MEMORANDUM OF ASSOCIATION OF THE COMPANY
The shareholders at the extra-ordinary general meeting held on June 26, 2023 altered clause 5 of the Memorandum of Association of the Company and adopted new set of Memorandum of Association of the Company in accordance with Companies Act, 2013.
Further at the extra-ordinary general meeting held on September 6, 2023 the shareholders approved the amendment of Clause I - Name Clause of the Company consequent to conversion of the Company from Private Company to Public Company.
8. CONVERSION OF COMPANY INTO PUBLIC COMPANY
The Shareholders of the Company vide a Special Resolution at their ExtraOrdinary General Meeting held on September 06, 2023 approved the conversion of the Company from a Private Limited to a Public Limited.
Subsequently, the Ministry of Corporate Affairs approved the said conversion on September 21, 2023.
9. ADOPTION OF NEW SET OF ARTICLES OF ASSOCIATION
A new set of Articles of Association was adopted and approved by the Shareholders at their Extra- Ordinary General Meeting held on September 06, 2023.
10. INITIAL PUBLIC OFFER
During the year under review your Company successfully completed its Initial Public Offer (IPO) of 39,20,000 equity shares of ? 10/- each of the Company for cash at a price of ? 68/- per share (including a premium of ? 58/- per equity share), comprising of fresh issue of 39,20,000 equity shares aggregating to ? 2665.60 Lakh.
The equity shares of the Company were listed on February 12, 2024 and trading on equity shares commenced NSE Emerge on February 12, 2024 . Further, the success of the Initial Public offering reflects the trust and faith reposed in the Company by the Investors, customers and business partners and your Directors thank them for their confidence in the Company.
11. EXPANSION OF BUSINESS
After taking into consideration the proposal for expansion of business and enhancement of production capacity, the Company has decided to construct an additional area in the land proposed to be acquired and procure the additional plant and machinery of the superior quality with all required facilities which shall help in enhancement of quality of the product. The cost of the project also has been increased to 2200 lakhs as compared to Rs. 961 lakhs mentioned in the prospectus.
Earlier the Company had proposed to acquire the land located at Survey No 294/1/2 at Gram Trillorkhurd area, Tehsil Bicholi, District Indore which was mentioned in the prospectus, and after a legal search report found certain deficiencies in the legal documents and accordingly the Board considered and approved the cancellation of the intent letter and the acquisition of the said land.
Accordingly, the board of directors of the Company at its meeting held on March 13, 2024 has approved acquisition of land located at Survey No 65/1, Village - Aranya , Post Aranya , Tehsil - Khudail, District - Indore 452016 (M.P.).
The proposal of the Board to cancel the acquisition of earlier land and acquisition of another land has increased the cost of project from ? 961 lakhs to ? 2200 lakhs.
The cost of the project stated in prospectus and the revised cost approved by the Board is given below.
(In Lakhs)
|
Particulars |
Original Cost (Stated in Prospectus) |
Revised Cost (Approx.) |
|
Land |
400 |
550 |
|
Building |
409 |
1000 |
|
Plant and Machinery |
132 |
600 |
|
Contingency |
20 |
50 |
|
Total |
961 |
2200 |
|
Means of Finance |
(i) ? 800 Lakhs from IPO proceeds, as per prospectus (ii) ? 800 Lakhs from Fresh Borrowing (In-Principle approval was provided by HDFC Bank towards the same) (iii) ? 360 Lakhs out of General Corporate Purposes and (iv) ?240 lakhs form internal accruals |
12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars required under Section 134(3)(m) of ''the Act'' read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 regarding conservation of
energy, technology absorption foreign exchange earnings and outgo is annexed herewith and forms part of this report as Annexure -I.
13. DEMATERIALIZATION OF SHARES
All the Shares of your Company are Dematerialized as on March 31, 2024. The ISIN of the Equity Shares of your Company is INE0R7R01018.
14. STATEMENT CONCERNING DEVELOPMENT AND
IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY
Your Company has in place a mechanism to identify, assess, monitor and mitigate various risks associated with the business of the Company. Major risks identified by the businesses and functions, if any, are systematically addressed through mitigating actions on a continuing basis. Your Company has put in place a Board approved "Risk Management Policy" which inter-alia integrates various elements of risk management into a unified enterprise-wide Policy.
15. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
During the year under review the provisions relating to Corporate Social Responsibility is not applicable to the Company.
16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
Details of loans, investments, guarantees covered under the provisions of Section 186 of ''the Act'' are furnished in the notes to the Financial Statements, forming part of the Financial Statements. During the year under review there are no investments, guarantees, and securities given in respect of which provisions of section 185 and 186 of the Act are applicable. The loans made by the Company are in compliance with the provisions of Section 186 of ''the Act''.
17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All contracts / arrangements / transactions entered into by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. The particulars of material contracts or
arrangements made with related parties in AOC-2 pursuant to Section 188 of Companies Act 2013 in Annexure - II are attached to this report.
Further, in terms of Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, there were no transactions of the Company with any person or entity belonging to the promoter/ promoter group which hold(s) 10% or more shareholding in the Company.
18. AUDITORS AND AUDIT REPORT Statutory Auditors
M/s Maheshwari & Gupta, Chartered Accountants (ICAI Firm Registration Number 006179C) were appointed as Statutory Auditors for a term of five (5) consecutive years from the conclusion of the 13th AGM of the Company held in the year 2023 until the conclusion of the 18th AGM of the Company to be held in the year 2028.
The Auditors'' Report on the financial statements of the Company for the year ended March 31, 2024 is unmodified i.e. it does not contain any qualification, reservation or adverse remark. The Auditors'' Report is enclosed with the financial statements forming part of this Annual Report.
No frauds have been reported by the Statutory Auditors under sub section (12) of Section 143 of ''the Act''.
Secretarial Auditors
Pursuant to Section 204 of the Companies Act, 2013 and Rules made thereunder, the Company has appointed M/ s Satish Patel & Co., Company Secretaries, as the Secretarial Auditors to conduct the Secretarial Audit for the Financial Year 2023-24. The Secretarial Audit Report is annexed to this Board report as Annexure - III.
The Secretarial Auditor''s Report does not contain any qualification, reservation, adverse remark or disclaimers.
19. POLICY RELATING TO DIRECTORS'' APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES
The Nomination and Remuneration Committee (''NRC'') engages with the Board to evaluate the appropriate characteristics, skills and experience for the Board as a whole as well as for its individual members with the objective of having a Board with diverse backgrounds and experience in business, finance and governance. The NRC, on the basis of such evaluation, determines the role and capabilities required for of Director. Thereafter, the NRC recommends to the Board the selection of new Directors.
Based on the recommendations of the NRC, the Board has formulated a Policy on Director''s appointment and remuneration which includes the criteria for determining qualifications, positive attributes, independence of a director and process of appointment and removal as well as components of remuneration of Director(s), Key Managerial Personnel (''KMP'') and Senior Management of the Company and other matters as provided under Section 178(3) of ''the Act'' Director(s), Key Managerial Personnel (''KMP'') and Senior Management of the Company and other matters as provided under Section 178(3) of ''the Act''.
The same is available at https:// ofcoursegroup.com/policies-code/
20. PERFORMANCE EVALUATION AND ITS CRITERIA
In terms of the provisions of Section 178(2) of ''the Act'', the Board has adopted a formal mechanism for evaluating its performance as well as that of its Committees and individual directors, including the Chairman of the Board and Independent Directors. For the said purpose, a structured questionnaire was circulated to the Directors for each of the evaluations.
Performance of the Board was evaluated by each Director on the parameters such as Structure and Composition of Board, Meetings of the Board, Functions of the Board, Board & Management, etc.
Board Committees were evaluated on the parameters such as Mandate and Composition of Committee, Effectiveness of the Committee, Structure of the Committee and meetings, Independence of the Committee from the Board, Contribution to decisions of the Board etc.
Performance of the Chairman was evaluated by all other Directors (except the Director himself) on the parameters such as Knowledge and Competency, Fulfilment of Functions, Ability to function as a team, Initiative, Availability and attendance, Commitment, Contribution, Integrity, Impartiality, Commitment, Ability to keep shareholders'' interests in mind etc
Performance of the Independent Directors was evaluated by the entire Board of Directors, excluding the Director being evaluated.
Directors were also evaluated individually by all other Directors (except the Director himself) on the parameters such as Knowledge and Competency, Fulfilment of Functions, Ability to function as a team, Initiative, Availability and attendance, Commitment, Contribution, Integrity etc.
Meeting of the Independent Directors without the attendance of NonIndependent Directors, Chief Financial Officer or the members of the management of the Company was held on March 13, 2024. The Independent Directors, inter-alia, evaluated the performance of Non-Independent Directors, the Chairman of the Company and the Board for FY 2023-24. They also assessed the quality, content and timeliness of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.
The Directors expressed their satisfaction with the evaluation process.
21. ANNUAL RETURN
Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return in form MGT-7, as of March 31, 2024, has been placed on the website of the Company and can be accessed at https:// ofcoursegroup.com/annual-report/.
22. BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
The Board met 18 (Eighteen) times during the financial year under review. The intervening gap between two consecutive meetings was not more than 120 days.
23. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Companies Act, 2013; your Directors, to their best of their knowledge and ability, confirm that: â
i. in the preparation of the annual accounts for the financial year ending March 31, 2024, the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any;
ii. they have 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;
iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. the annual accounts have been prepared on a going concern basis; and
v. the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and 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.
vi. 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.
24. SECRETARIAL STANDARDS
The Company has devised proper systems to ensure compliance with the provisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) and is in due compliance with the same.
25. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint Venture or Associate Company.
26. DEPOSITS
No deposits have been accepted by the Company from the public. The Company had no outstanding, unpaid or unclaimed public deposits at the beginning and end of FY 2023-24.
27. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR
Directors
As on March 31, 2024, the Composition of the Board of the Company is a follows:
|
Sr. No. |
Name of the Director |
Category |
|
1 |
Ajay Makhija |
Managing Director |
|
2 |
Sneha Khandelwal |
Non-Executive Non Independent Director |
|
3 |
Anjali Jain |
Independent Director |
|
4 |
Devyani Chhajed |
Independent Director |
|
5 |
Akshay Makhija |
Executive Director and CEO |
During the year under review following changes were made in the
composition of the Board of Directors of the Company:
i. Mr. Ajay Makhija was appointed as the Managing Director of the Company to hold the office for period of 3 years w.e.f. August 14, 2023;
ii. Mr. Akshay Makhija was appointed as Chief Executive Director of the Company to hold the office for 3 years w.e.f. August 14, 2023;
iii. Mr. Shankar Arya was appointed as the Non-executive Non-Independent Director of the Company w.e.f. August 14, 2023, however Mr. Shankar Arya ceased to be the Director w.e.f. December 26, 2023 as due to personal reasons that constrained his ability to dedicate the adequate attention to the affairs of the Company. The Board of Directors places on record their sincere appreciation for Mr. Shankar Arya''s valuable contribution to the Company during his short tenure and wish him many happy and productive years ahead.
iv. Ms. Anjali Jain was appointed as the Non-Executive Independent Director of the Company to hold office for 3 years w.e.f. August 14, 2023;
v. Ms. Devyani Chhajed was appointed as the Non-Executive Independent Director of the Company to hold office for 3 years w.e.f. August 14, 2023;
vi. Ms. Sneha Khandelwal was appointed as an Additional Director of the Company (Non-Executive Non-Independent Director) w.e.f. January 01, 2024. She shall hold office as an Additional Director up to the date of the ensuing AGM. The Company has received the requisite Notice in writing from a Member under Section 160 of the Act proposing her candidature for the office of Director of the Company. The approval of the shareholders for appointment of Ms. Sneha Khandelwal as a Director of the Company would be obtained at the ensuing AGM of the Company. Necessary resolutions seeking approval of the members are incorporated in the Notice of the ensuing Annual General Meeting of the Company.
Directors Retirement by Rotation
Pursuant to the provisions of Section 152 (6) of ''the Act'', Mr. Akshay Makhija (DIN: 02787252), Executive Director of the Company, is liable to retire by
rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for re-appointment. The Board of Directors recommend his reappointment and propose the same for the approval of the members at the ensuing Annual General Meeting of the Company.
Key Managerial Personnel
Pursuant to the provisions of Section 203 of ''the Act'', the Key Managerial Personnel of the Company as on March 31, 2024 are as under:
|
Sr. No. |
Name |
Designation |
|
1 |
Ajay Makhija |
Managing Director |
|
2 |
Mr. Akshay Makhija |
Executive Director and Chief Executive Officer |
|
3 |
Mr. Satyanarayan Rawat |
Chief Financial Officer |
|
4 |
Ms. Sonila Kalra |
Company Secretary |
The Key Managerial Personnel were appointed w.e.f._August 14, 2023.
28. DECLARATION FROM INDEPENDENT DIRECTORS
In terms of Section 149 of ''the Act'' and ''the SEBI LODR Regulations'', Ms. Anjali Jain and Ms. Devyani Chhajed are the Independent Directors of the Company as on the date of this report. All Independent Directors of the Company have given requisite declarations under Section 149(7) of ''the Act'', that they meet the criteria of independence as laid down under Section 149(6) of ''the Act'' along with the Rules framed thereunder and that they have also complied with the Code of Conduct and Ethics of the Company as applicable to the Board of Directors and Senior Management.
In the opinion of the Board, the Independent Directors possess core skills/expertise/competencies (including the proficiency), identified by the Board, required in the context of Company''s business(es) and sector(s) for the Company to function effectively and are persons of high integrity and repute. They fulfill the conditions specified in ''the Act'' as well as the Rules made thereunder and are independent of the management.
The terms and conditions of appointment of Independent Directors are as per Schedule IV of ''the Act''.
During the year under review, the Independent Directors of the Company had no pecuniary relationship or transaction with the Company, other than receiving the sitting fees, and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committees of the Company.
In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by The Indian Institute of Corporate Affairs, Manesar ("IICA") and the said registration is renewed and active.
29. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE
During the year under review there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.
30. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
Your Company has an adequate internal controls system, commensurate with the size and nature of its business. The system is supported by documented
policies, guidelines and procedures to monitor business and operational performance which are aimed at ensuring business integrity and promoting operational efficiency.
Further the Company has in place adequate internal financial controls with reference to Financial Statements and such controls were operating effectively as at March 31, 2024. These controls have been designed to provide a reasonable assurance with regard to maintaining proper accounting controls for ensuring reliability of financial reporting, monitoring of operations. During the year, such controls were tested and no reportable weaknesses in the design or operations were observed.
31. COMPOSITION OF AUDIT COMMITTEE AND VIGIL MECHANISM
The Audit Committee of the Company had been constituted and functions in accordance with provisions of Section 177 of ''the Act'' and SEBI Listing Regulations.
During the period under review, the Board of Directors has accepted all recommendations made by the Audit Committee.
The Audit Committee met 3(three) times during the year under review.
The composition of the Committee as on the March 31, 2024 is as under:
|
Name |
Designation in Committee |
Category |
|
Devyani Chhajed |
Chairman |
Independent Director |
|
Anjali Jain |
Member |
Independent Director |
|
Akshay Makhija |
Member |
Executive Director and CEO |
The Company has established a vigil mechanism by adopting Whistle Blower Policy pursuant to which whistle blowers can raise concerns in a prescribed manner. Further, the mechanism adopted by the Company encourages a whistle blower to report genuine concerns or grievances and provides for adequate safeguards against victimization of the whistle blower who avails of such mechanism as well as direct access to the Chairman of the Audit Committee. The functioning of the vigil mechanism is reviewed by the Audit Committee from time to time. None of the whistle blowers have been denied access to the Audit Committee of the Board. The Vigil Mechanism/Whistle Blower Policy is available at https:// ofcoursegroup.com/policies-code/
32. NOMINATION AND REMUNERATION COMMITTEE
The composition of the Committee as on March 31, 2024 is as under:
|
Name |
Designation in Committee |
Category |
|
Anjali Jain |
Chairman |
Independent Director |
|
Devyani Chhajed |
Member |
Independent Director |
|
Sneha Khandelwal |
Member |
Non - Executive |
|
Director |
The Nomination and Remuneration Committee met 2(two) times during the year under review.
During the period under review, the Board of Directors has accepted all recommendations made by the NRC Committee.
33. STAKEHOLDERS'' RELATIONSHIP COMMITTEE
The composition of the Committee as on March 31, 2024 is as under:
|
Name |
Designation in Committee |
Category |
|
Devyani Chhajed |
Chairman |
Independent Director |
|
Anjali Jain |
Member |
Independent Director |
|
Sneha Khandelwal |
Member |
Non - Executive Director |
The Stakeholders'' Relationship Committee met 2(two) times during the year under review.
During the period under review, the Board of Directors has accepted all recommendations made by the SRC Committee.
34. SHARE CAPITAL
Authorised Share Capital
The Shareholders of the Company at the extra-ordinary general meeting held on June 26, 2023 approved the increase in Authorise share capital of the Company from Rs. 2,50,00,000/- (Rupees Two Crores Fifty Lakhs Only) to Rs.
16.50.00. 000/- (Rupees Sixteen Crores Fifty Lakhs Only) by creation of
1.40.00. 000 (One Crore Forty Lakh) equity shares of Rs. 10/- each in the capital of the Company.
a. BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year under review.
b. SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year under review.
c. BONUS SHARES
During the year under review, the shareholders of the Company at the Annual General Meeting held on August 02, 2023, had approved issuance of bonus equity shares having face value of Rs. 10/- (Rupees Ten Only) in the ratio of 3:16. Accordingly, the Board approved the allotment of 91,42,864 equity shares of Rs. 10/- each August 3, 2023.
d. EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
e. ISSUE OF SHARES WITH DIFFERENTIAL RIGHTS
The Company has not issued any Shares with Differential rights.
35. PREVENTION OF SEXUAL HARRASSMENT
The Company has adopted a policy on sexual harassment at workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (''POSH Act''). All the employees (permanent, contractual, temporary, trainees) are covered under this policy.
During the year under review, there was no complaints filed or registered pursuant to this Act.
The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the ''POSH Act'' to redress complaints received regarding sexual harassment.
36. MAINTENANCE OF COST RECORDS
The Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act 2013.
37. PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required under Section 197(12) of ''the Act'' read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure - IV forming integral part of this report.
None of the employees draw remuneration in excess of the limits set out in the Rule 5(2)(i), Rule 5(2)(ii) and Rule 5(2)(iii) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 during the year under.
38. PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)
No Application was made under the Insolvency and Bankruptcy Code, 2016 during the year under review. Hence there are no proceedings pending under the said Code.
39. THE DETAILS OF THE DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:
During the year under review, the Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence the 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 is not applicable.
40. CODE FOR PREVENTION OF INSIDER TRADING
Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives and a Code of Fair Disclosure to formulate a framework and policy for disclosure of events and occurrences as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.
The Code of Fair Disclosure has been made available at https:// ofcoursegroup.com/policies-code/
41. ACKNOWLEDGEMENTS
Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS OF ITALIAN EDIBLES LIMITED
Sd/- Sd/-
Ajay Makhija Akshay Makhija
Managing Director Director & CEO
DIN: 02847288 DIN: 02787252
Date: May 30, 2024 Place: Indore
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Italian Edibles Ltd. पर और जानकारी
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Italian Edibles Ltd. टूल
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Italian Edibles Ltd. कंपनी का विवरण
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कंपनी का इतिहास
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Italian Edibles Ltd. मुख्य वित्तीय अनुपात
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Italian Edibles Ltd. परिणाम
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Italian Edibles Ltd. Financial Data
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Italian Edibles Ltd. की रिपोर्ट
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Italian Edibles Ltd. कॉर्पोरेट घोषणाएं
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Share Market Today: शेयर बाजार में शानदार रिकवरी, जोरदार तेजी के पीछे 3 कारण ! -
Stock Market Update: मार्च में क्रैश हुआ बाजार, अप्रैल में कैसी रहेगी बाजार की चाल? -
Stock Market Crash: शेयर बाजार में हाहाकार, Sensex 1,700 अंक टूटा तो Nifty 24,300 के नीचे फिसला -
Stock Market Bloodbath: शेयर मार्केट में आज 'रेड' फ्राइडे, Nifty और Sensex धड़ाम! -
Stock Market Holiday Today: राम नवमी पर शेयर बाजार बंद! जानें इस हफ्ते कितने दिन नहीं होगा कारोबार -
Stock Market Today: शेयर बाजार में 4 कारणों से जोरदार तेजी, एक्सपर्ट्स से समझिए आगे क्या होगा? -
Stock Market Today: लगातार दूसरे दिन शेयर बाजार में उछाल! निफ्टी 23,000 के पार, इन शेयरों ने लगाई दौड़ -
Stock Market Today: ट्रंप के बयान से शेयर बाजार में धमाका! Sensex 800 अंक से ज्यादा चढ़ा, Nifty 22,800 के पार -
Stock Markets Today: Trump की धमकी से बाजार में हड़कंप, Sensex-Nifty लुढ़के -
Stock Market Crash: सेंसेक्स 1700 से ज्यादा अंक टूटा, एक घंटे में 12 लाख करोड़ स्वाहा! रुपया 94 के करीब -
Stock Market Crash: युद्ध के डर से बाजार में हड़कंप, सेंसेक्स 900 अंक टूटा, बढ़ी बिकवाली, निवेशक हुए सतर्क -
Stock Market Crash: जंग का असर बाजार में हाहाकार, सेंसेक्स 2500 अंक से ज्यादा लुढ़का, निफ्टी 700 अंक क्रैश -
Stock Market Outlook: होर्मुज स्ट्रेट में संकट! क्या आने वाला है भारतीय शेयर बाजार में बड़ा गिरावट का दौर? -
मिडिल ईस्ट के बढ़ते तनाव ने बिगाड़ा बाजार का मूड, सेंसेक्स 1500 अंक लुढ़का, निफ्टी भी बुरी तरह फिसला -
Stock Market Today: मिडिल ईस्ट तनाव! शेयर बाजार में कोहराम, सेंसेक्स 900+ अंक टूटा, निफ्टी 24,900 के नीचे -
Stock Market: Anthropic के दावे से बढ़ी टेंशन! Nifty-Sensex में बड़ी गिरावट, शेयर बाजार किन 5 कारणों से धड़ाम?
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- Female
- Others
- Under 18
- 18 to 25
- 26 to 35
- 36 to 45
- 45 to 55
- 55+