To,
The Members,
G. K. P. Printing & Packaging Limited
Your Directors have pleasure in presenting the 5th Annual Report together with the Audited Financial Statements of accounts of the company for the year ended on 31st March, 2023.
1. SUMMARIZED FINANCIAL RESULTS:
The Financial Results of the Company's performance for the year under review and those of the previous year are as follows:
(Rs. In Lakhs)
Financial Performance at a Glance:
1. Operational Performance:
Revenue from Operations:
Your Directors are pleased to report that despite outbreak of second wave of CoVID-19 high volatility and steep increase in raw material prices and international disturbances the company was able to maintain its production at full capacity.
The company has recorded revenue of Rs. 5607.08 Lakhs from the operations in the current year as against Rs. Rs. 5339.78 Lakhs in the previous year.
The Company continues to operate only in one segment i.e. Manufacturing of Corrugated Boxes and Trading of Kraft Paper, Duplex Paper and Low- Destiny Plastic Rolls (LD Rolls) and there is no change in the nature of business of Company.
Reserves and surplus:
The Company has Reserves and Surplus of Rs. 132.70 Lakhs after transferring Net Profit of Rs.85.90 Lakhs of Financial Year 2022-23.
Profitability:
Your Directors are pleased to inform you that despite a highly competitive business environment and challenges faced your company has achieved:
• The Cash Profit (PBDT) of the Company for the current year has increased to Rs. 208.02 Lakhs as against Rs. 156.95 Lakhs.
• The Profit after Tax of the Company has increased to Rs. 85.90 Lakhs for the current year as against Rs. 81.07 Lakhs in the previous year.
• The earning per share of Rs. 0.39 per equity share of the Company during the current year as against Rs. 0.55 per equity share in the previous year.
2. State Affairs and Future Outlook:
G.K.P Printing and Packaging has aligned its strategic design with the objective to do the business of offset printing, photo-polymer printing, letter press printing, offset plate makers and all allied lines in offset printing and printing of packing materials, advertising materials, carton printing and all allied lines in printing process. Also, to involve in the business of manufactures, engineers' founders, and designers of all kinds of Industrial packing materials.
In addition to above, to act as broker, trader, agent, C & F agent, shipper, commission agent, distributor, representative, franchiser, consultant, collaborator, stockist, liasioner, job worker, export house of goods, merchandise and services of all grades,
specifications, descriptions, applications, modalities, fashions, including by- products, spares or accessories thereof, on retail as well as on wholesale basis.
3. Dividend:
In view of the planned business growth, your Directors deem it proper to preserve the resources of the Company for its activities and therefore, do not propose any dividend for the Financial Year ended March 31, 2023.
4. Transfer to Reserve:
During the year under review the company has not transferred any amount to the general reserves.
5. Capital Structure:
The Capital Structure of the Company as on 31st March 2023 are as follows: -
The Authorized Share Capital of the Company is Rs. 22,00,00,000 (RupeesTwentyTwo Crore) divided into 2,20,00,000 (Two Crore Twenty Lakh) Equity Shares of Rs 10/- each. The Issued subscribed and Paid up Share Capital of the Company is Rs. 21,99,88,320 (Rupees Twenty One Crores Ninety Nine Lakh Eighty Eight Thousand Three Hundred Twenty) divided into 2,19,98,832 (Two Crore Nineteen Lakh Ninety Eight Thousand Eight Hundred Thirty Two) Equity Shares of Rs 10/- each.
6. Change in Share Capital:
I. Increase in Authorised Share capital:
During the reporting period, Authorized share capital of the Company was increased from Rs.15,00,00,000 (divided into 1,50,00,000 Equity Shares of Rs.10 Each) to Rs.22,00,00,000 (divided into 2,20,00,000 Equity Shares of Rs.10 Each).
II. Bonus Shares:
During the period under review, Company has issued 73,32,944 Equity Shares through Bonus Shares to existing shareholders in the ratio of 2:1, thereby increasing paid up capital of the Company to Rs. 21,99,88,320 (RupeesTwenty One Crores Ninety Nine Lakh Eighty Eight Thousand Three Hundred Twenty).
7. Material changes between the date of the board report and end of financial year:
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.
8. 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 has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.
9. Annual Return:
The details forming part of Annual Return as required under Section 92 of the Companies Act, 2013 will be made available on the website of the Company after conclusion of the AGM and also Attached as Annexure I forming Board Report
Details of the Associates/ Joint Venture / Subsidiaries Companies:
The company does not have holding or subsidiary companies during the financial year 2022-23 as well as no other company has become holding / subsidiary/ joint venture therefore the financial statement is prepared on standalone basis and the requirement for disclosure in the Form AOC-1 is not applicable.
10. Board of Directors, their Meetings and KMPs:
I. Constitution of Board:
The board of Directors are comprising of Total 6 Directors which includes 3 (Three) Independent and 2 (Two) Women directors and 1 (One) Managing Director. The Chairman of the Board is Promoter and Managing Director. The Board members are highly qualified with the varied experience in the relevant field of the business activities of the Company, which plays significant roles for the business policy and decision-making process and provide guidance to the executive management to discharge their functions effectively.
II. Board Independence:
Our definition of 'Independence1 of Directors is derived from Regulation 16 of SEBI (LODR) Regulations, 2015 and Section 149(6) of the Companies Act, 2013. The Company is having following Independent Directors:
i. Mr. Ashok Mehta
ii. Mr. Vinay Tekriwal
iii. Mr. Kunal Shah
As per provisions of the Companies Act, 2013, Independent Directors were appointed for a term of 5 (five) consecutive years and shall not be liable to retire by rotation.
11. Declaration by the Independent Directors:
All the Independent Directors have given their declaration of Independence stating that they meet the criteria of independence as prescribed under section 149(6) of the Companies Act, 2013. Further that the Board is of the opinion that all the independent directors fulfill the criteria as laid down under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 during the year 2021-22.
i. Directors Liable to Retire By Rotation:
In accordance with the provisions of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Ms. Pooja Goradia (DIN: 08101270), Whole Time Director of the Company is liable to retire by rotation at ensuing Annual General Meeting and being eligible offers herself for re-appointment.
ii. Board meetings:
Dates for Board Meetings are well decided in advance and communicated to the Board and the intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement. The information as required under Regulation 17(7) read with Schedule II Part A of the LODR is made available to the Board. The agenda and explanatory notes are sent to the Board in advance. The Board periodically reviews compliance reports of all laws applicable to the Company.
During the year, Board Meetings were held on following dates:
iii. Annual Board Evaluation:
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee (NRC) has carried out an Annual Performance Evaluation of the Board and of the Individual Directors.
During the year, the Evaluation cycle was completed by the Company internally which included the evaluation of the Board as a whole, Board Committees and Directors. The Evaluation process focused on various aspects of the Board and Committees functioning such as composition of the Board and Committees, experience, performance of duties and governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors on parameters such as contribution, independent judgment and guidance and support provided to the Management. The results of the evaluation were shared with the Board, Chairman of respective Committees and individual Directors.
In a separate meeting of independent Directors, performance of non-independent Directors, performance of the board as a whole and performance of the Chairman was evaluated. The same was discussed in the Board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual Directors was also discussed.
12. Appointment of directors and criteria for determining qualifications, positive attributes, independence of a director:
The NRC is responsible for developing competency requirements for the Board based on the industry and strategy of your Company. The NRC reviews and meets potential candidates, prior to recommending their nomination to the Board. At the time of appointment, specific requirements for the position, including expert knowledge expected, is communicated to the appointee. The NRC has formulated the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178 (3) of the Act and the SEBI Listing Regulations, 2015 as stated under:
1. Independence
A Director will be considered as an 'Independent Director' if he / she meets with the criteria for 'Independence' as laid down in the Act, Regulation 16 of the SEBI Listing Regulations and the Governance Guidelines.
2. Competency
A transparent Board nomination process is in place that encourages diversity of thought, experience, knowledge, perspective, age and gender. It is ensured that the Board comprises a mix of members with different educational qualifications, knowledge and who possess adequate experience in banking and finance, accounting and taxation, economics, legal and regulatory matters, consumer industry, hospitality sector and other disciplines related to the company's businesses.
3. Additional Positive Attributes:
The Directors should not have any other pecuniary relationship with your Company, its subsidiaries, associates or joint ventures and the Company's promoters, except as provided under law.
The Directors should maintain an arm's length relationship between themselves and the employees of the Company, as also with the directors and employees of its subsidiaries, associates, joint ventures, promoters and stakeholders for whom the relationship with these entities is material.
The Directors should not be the subject of proved allegations of illegal or unethical behavior, in their private or professional lives.
The Directors should have the ability to devote sufficient time to the affairs of your Company.
13.Remuneration policy:
Your Company had adopted a Remuneration Policy for the Directors, KMP and other employees, pursuant to the provisions of the Act and the SEBI Listing Regulations.
The key principles governing your Company's Remuneration Policy are as follows:
1. Remuneration To Managing Director/Whole-Time Directors:-
a) The Remuneration/ Commission etc. to be paid to Managing Director / Whole-time Directors, etc. shall be governed as per provisions of the Companies Act, 2013 and rules made there under or any other enactment for the time being in force and the approvals obtained from the Members of the Company.
b) The Nomination and Remuneration Committee shall make such recommendations to the Board of Directors, as it may consider appropriate with regard to remuneration to Managing Director / Whole-time Directors.
2. Remuneration to Non-Executive/Independent Directors
a) The Non-Executive / Independent Directors may receive sitting fees and such other remuneration as permissible under the provisions of Companies Act, 2013. The amount of sitting fees shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors.
b) All the remuneration of the Non- Executive / Independent Directors (excluding remuneration for attending meetings as prescribed under Section 197 (5) of the Companies Act, 2013) shall be subject to ceiling/ limits as provided under Companies Act, 2013 and rules made there under or any other enactment for the time being in force. The amount of such remuneration shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors or shareholders, as the case may be.
c) An Independent Director shall not be eligible to get Stock Options and also shall not be eligible to participate in any share-based payment schemes of the Company.
d) Any remuneration paid to Non- Executive / Independent Directors for services rendered which are of professional in nature shall not be considered as part of the remuneration for the purposes of clause (b) above if the following conditions are satisfied:
The Services are rendered by such Director in his capacity as the professional; and In the opinion of the Committee, the director possesses the requisite qualification for the practice of that profession.
3. Remuneration to Key Managerial Personnel, Senior Management and Other Employees
The remuneration to Key Managerial Personnel, Senior Management and other employee shall consist of fixed pay and incentive pay, in compliance with the provisions of the Companies Act, 2013 and in accordance with the Company's Policy.
14.Auditors:
a) Statutory Auditor & Audit Report:
M/s. Keyur Shah & Co., Chartered Accountants, an Auditor Firm (FRN. 141173W) were appointed as Statutory auditors of the company in the 1st Annual General Meeting to hold office until the conclusion of 6th Annual General Meeting. As per Rule 6(3) of the Companies (Audit and Auditors) Rules 2014, they are eligible to continue as the statutory auditors. They have confirmed that they are not disqualified from continuing as Auditors of the Company.
As required under Regulation 33(d) of the SEBI (LODR) Regulation, 2015, the auditor has confirmed that they hold a valid Peer Review Certificate issued by the Peer Review Board of Institute of Chartered Accountants of India.
The Notes on financial statement referred to in the Auditors' Report are selfexplanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation, adverse remark or disclaimer.
b) Internal auditor:
Pursuant to Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 (as amended), Company has appointed M/s. Makwana Sweta & Associates, Chartered Accountants as Internal Auditor of the Company.
c) Cost auditor:
As per the requirement of the Central Government and pursuant to section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your company hereby confirms that the provisions of this section are not applicable, hence your company need not required to appoint Cost Auditor for the financial year 2021-22.
d) Secretarial auditor:
The Company has appointed M/s. M. R. Bhatia & Co., Company Secretaries to conduct the Secretarial Audit of the Company for the FY 2022-23, as required under section 204 of the Companies Act, 2013 and Rules made there under.
The Secretarial Audit report for the FY 2021-22 is annexed to this report as Annexure - VII.
15.Composition of Committee of Board:
A. Audit Committee:
The Company has formed an Audit Committee as per requirement of Section 177 of the Companies Act, 2013 and Regulation of 18 of SEBI (LODR) Regulations, 2015 vide resolution passed at the meeting of the Board of Directors held on January 19th, 2019. The terms of reference of Audit Committee are broadly in accordance with the provisions of SEBI (LODR) Regulations, 2015 and Companies Act, 2013.
The Audit Committee comprises of the following Directors of the Company:
During the year 07 (Seven) meeting of an Audit committee was held during the year ended 31st March, 2023, i.e. on 30th May, 2022; 01st August, 2022; 08th August, 2022; 13th August, 2022; 21st September, 2022; 14th November, 2022 and 13th February 2023
The primary objective of the Audit Committee is to monitor and provide an effective supervision of the Management's financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting. The Committee oversees the work carried out in the financial reporting process by the Management, the statutory auditor and notes the processes and safeguards employed by each of them.
Further, the Audit Committee is also functional as per the provision of Section 177 of Companies Act, 2013 and Rules made thereunder and as per Regulation 18 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
B. Nomination & Remuneration Committee:
The Company has formed a Nomination & Remuneration Committee in accordance with Section 178 of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. The Nomination and Remuneration Committee comprises of the following Directors of the Company.
The Nomination & Remuneration committee has been assigned to approve and settle the remuneration package with optimum blending of monetary and nonmonetary outlay.
During the year 02 (Two) meetings of Nomination & Remuneration committee was held during the year ended 31st March, 2023, i.e. on 05th August 2022 and 05th September 2022
C. Stakeholder's Relationship Committee:
The Company has formed a Stakeholders' Relationship Committee in accordance with Section 178 of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. The Committee considers and approves various requests regarding annual report and to redress complaints of the shareholders. The Stakeholders' Relationship Committee comprise of the following Directors:
During the year 04 (Four) meetings of a Stakeholders Relationship Committee was held during the year ended 31st March, 2023, i.e. on 30th May, 2022; 05th September, 2022; 14th November, 2022 and 13th February 2023.
D. Corporate Social Responsibility (CSR) Initiatives:
As the net profit of the company is lower than Rs. 5 Crore in the Financial Year 2021-22, the CSR Provisions does not apply in the financial year 2022-23.
16.Corporate Governance:
As the Members are aware the securities [Equity Shares] of the Company are Listed on Main Board of Bombay Stock Exchange of India Limited. Therefore provisions relating to Corporate Governance provided in the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 [SEBI LODR Regulations / Listing Regulations] are applicable to the Company.
Your Directors are pleased to report that your Company has duly complied with the SEBI Guidelines on Corporate Governance for the year 2022-23 relating to the Listing Regulations. A Certificate from statutory auditor's M/s Keyur Shah & Co. Chartered Accountants, Ahmedabad (Firm Registration No. 141173W) confirming compliance with conditions as stipulated under Listing Regulations is annexed to the Corporate Governance Report of the Company. The Corporate Governance report for the financial 2022-23 attached as Annexure-IV.
17.Related Party Transaction:
All related party transactions that were entered during the financial year were on the arm's length basis and were in the ordinary course of business and do not attract the provisions of section 188 of the Companies Act 2013. Thus disclosure in form AOC-2 is not required. All Related Party Transactions were placed before the Audit Committee for approval.
However you may refer to Related Party transactions as per the Accounting Standards in the Notes forming part of financial statements.
18.lnvestors Education and Protection Fund:
During the Financial Year 2022-23 ended 31st March, 2023 under review, there were no amount/s which is required to be transferred to the Investor Education and Protection Fund by the Company. As such, no specific details are required to be given or provided.
19. Risk Management:
A well-defined risk management mechanism covering the risk mapping and trend analysis risk exposure potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact if triggered. A detailed exercise is being carried out to identify evaluate monitor and manage both business and non-business risks.
The Board of Directors of the Company and the Audit Committee shall periodically review and evaluate the risk management system of the Company so that the management controls the risks through properly defined network. Head of Departments shall be responsible for implementation of the risk management system as may be applicable to their respective areas of functioning and report to the Board and Audit Committee.
The Company has not made Risk Management Committee but the Board of Directors and Audit Committee is looking after the Risk Management of the Company.
20. Insurance:
The Fixed Assets and Stocks of your Company are adequately insured.
21. Prevention of Insider Trading:
In view of the SEBI (Prohibition of Insider Trading) Regulation 2015 the Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company.
The Code requires Trading Plan pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. However there were no such instances in the Company during the year 2022-23.
22. Meeting of Members:
During the year under review Annual General Meeting of the Company was held on 05th September 2022 in which Company declared Bonus Shares in the Ratio of 1:2 to its Members. No any other meeting of the members held during the year.
23. Management Discussion and Analysis Report:
As per Regulation 34 (e) read with schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 ("Listing Regulations") the management Discussion and Analysis Report of the Company for the year ended is set out in this Annual Report as "Annexure III."
24. Registrar and Share Transfer Agent:
The Company has appointed Link In time India Private Limited as its Registrar and Share Transfer Agent. The Corporate Office of Link In time India Private Limited situated at "C - 101, 1st Floor, 247 Park, Lai Bahadur Shashtri Marg, Vikhroli (west), Mumbai-400083, Maharashtra.
25. Dematerialisation of Securities:
The Company's Equity Shares are admitted in the system of Dematerialization by both the Depositories namely NSDL and CDSL. As on 31st March 2023 all equity shares dematerialized through depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited, which represents whole 100% of the total issued, subscribed and paid-up capital of the Company as on that date. The ISIN allotted to your Company is INE05QJ01015.
26. Compliances of Secretarial Standards:
The Board of Directors confirms that the Company has duly complied and is in compliance with the applicable Secretarial Standard/s namely Secretarial Standard-1 ("SS-1") on Meetings of the Board of Directors and Secretarial Standard-2 ("SS-2") on General Meetings during the financial year 2022-23 ended 31st March 2023.
27. Human Resource:
The Company treats its "Human Resources" as one of its most important assets. Your Company continuously invests in attraction retention and development of talent on an ongoing basis. The Company thrust is on the promotion of talent internally through job rotation and job enlargement.
Your Directors wish to appreciate the unconditional support given by the work force during the Financial Year 2022-23.
28. Ratio of the remuneration of each director to the median employee's remuneration and particulars of employees:
Pursuant to provision of section 197 of Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the details of employees given in the "Annexure VI".
The statement containing names of employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any Member interested in obtaining a copy of the same may write to the Company Secretary.
29. Change in the nature of business:
During the year under review there is no change in the nature of the business and commercial activities of the company.
30.lndustrial Relations:
During the year under review your Company enjoyed cordial relationship with workers and employees at all levels.
31. Green Initiative:
As the Act permits paperless compliances and as a measure of green initiative, we appeal to all those members who have not registered their e-mail addresses so far are requested to register their e-mail address in respect of electronic holding with their concerned Depository Participants and/or with the Company.
32. Deposits:
During the Financial Year 2022-23 ended 31st March 2023 under review the Company has neither invited nor accepted any public deposits within the meaning of Section 73 and 74 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014 (as amended).
As such no specific details prescribed in Rule 8(1) of the Companies (Accounts) Rules 2014 (as amended) are required to be given or provided.
33. Conversion of energy technology absorption, foreign exchange earnings and outgo:
The information on Conversion of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo stipulated under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure II".
34. Code of conduct:
Regulation 17(5) of the SEBI (LODR) Regulations 2015 requires listed companies to lay down a Code of Conduct for its directors and senior management incorporating duties of directors as laid down in the Companies Act 2013.
35. Loans, guarantees or investments:
During the Financial Year 2022-23 ended 31st March 2023 under review the Company has neither granted loan/s (secured or unsecured) provided guarantees or securities in connection with any loan/ s availed by others nor made any investments pursuant to the provisions of Section 186 the Companies Act 2013 read with the Companies (Meetings of Board and its Powers) Rules 2014 (as amended). As such no specific details are required to be given or provided.
36. Internal Financial Control for Financial Statements:
The Company has adequate system of internal controls commensuration with the size of its operation and business to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and to ensure that all the business transactions are authorized recorded and reported correctly and adequately.
The Company has appointed Internal Auditors and the scope and authority of the Internal Audit (IA) function is defined in the procedure and appointment letter. To maintain its objectivity and independence the Internal Audit function reports to the Chairman of the Audit Committee of the Board. Based on the report of internal audit and process the company undertakes corrective action in their respective areas and thereby strengthens the controls. Significant audit observations and corrective actions thereon if any are presented to the Audit Committee of the Board.
The Company works in a dynamic business environment and adopts the appropriate internal financial controls to establish reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the generally accepted accounting principles. It includes inducting and maintaining such business policies and procedures as may be required to successfully conduct the business of the company and maintain such records as to correctly record the business transaction assets and liabilities of the company in such a way that they help in prevention &detection of frauds & errors and timely completion of the financial statements
37. Internal control systems:
Your Company has in place an adequate system of internal controls. The effectiveness of internal controls is reviewed through the internal audit process. Reports of internal auditors are reviewed by management and Audit Committee of the Company from time to time and desired actions are initiated to strengthen the control and effectiveness of the system.
The focus of these reviews are as follows:
Identify weaknesses and areas of improvement
• Compliance with defined policies and processes
• Safeguarding of tangible and intangible assets
• Management of business and operational risks
• Compliance with applicable statutes
38. Disclosure for fraud against the company:
In terms of provision of section 134(3) (ca) of the Companies Act, 2013, There were no instances of fraud which are reported by Auditors of the Company under section 143(12) of the Companies Act, 2013 to the Audit Committee.
39. Directors' responsibility statement:
In terms of section 134 Clause (c) of Sub-Section (3) of the Companies Act, 2013, in relation to financial statements for the year 2022-23, the Board of Directors state:
a) In the preparation of the Annual Accounts for the Financial Year ended 31st March, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures;
b) The Directors 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 profit and loss account of the Company for that period;
c) The Directors have 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 have prepared the annual accounts on a going concern basis.
e) The Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively.
f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
40. Difference in valuation:
During the year under review there was no case of one time settlement with financial institution so 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 are not applicable to the company.
41. Suspension of trading:
The equity shares of the Company have been listed and actively traded Main Board of Bombay Stock Exchange of India Limited. There was no occasion wherein the equity shares of the Company have been suspended for trading during the FY 2022-23.
42. Details of application made or any proceeding pending under the IBC 2016:
During the year under review no application was made further no any proceeding pending under the Insolvency and Bankruptcy Code 2016 (31 of 2016) against the company.
43. Acknowledgement:
The Board of Directors acknowledges with gratitude for the co-operation and assistance received from National Stock Exchange of India Limited (NSE) Securities Exchange Board of India (SEBI) Auditors Advisors & Consultants other Intermediary service provider/s and other Investor/s for their continuous support for the working of the Company.
The Board of Directors also take this opportunity to extend its sincere thanks for cooperation and assistance received by the Company from the Central - State -Local
Government and other regulatory authorities Bankers and Members. The Directors also record their appreciation of the dedication of all the employees at all levels for their support and commitment to ensure that the Company continues to grow.