Dear Members,
Your directors have pleased to present ‘31st ANNUAL REPORT' and the Audited Financial Statement for the financial year ended 31st March, 2023.
FINANCIAL HIGHLIGHTS
(Rs. in Lacs)
BUSINESS PERFORMANCE
During the year under review your company achieved a Revenue from operations of Rs. 2136.12 Lacs and Net Loss of Rs. (121.22) Lacs as compare to previous year Revenue from Operation of Rs. 3425.35 Lacs and Profit of Rs. 46.48 Lacs. However, your Directors look forward to improve the financial position of the Company and are optimistic about the future growth and performance of the Company.
The Revenue from operations of the Company constitutes of:-
The Turnover of the PVC Pipe segment is Rs. 308.61 Lacs.
The Turnover of the Steel Pipe segment is Rs. 1827.51 Lacs.
DIVIDEND
The Board does not recommend any dividend for the financial year ended 31st March, 2023.
RESERVES
Your Directors have not recommended any amount to transfer to general reserve.
SHARE CAPITAL
The paid up Equity Share Capital as on March 31, 2023 was Rs.5,13,87,770/-. During the year under review the company has not issued any shares or any convertible instruments.
CREDIT FACILITIES
No any credit facilities have been availed by the company.
CHANGE IN NATURE OF BUSINESS
There was no change in nature of business during the year under review.
On 22nd May, 2023, Company has cancelled the Lease of Land, Building and Machinery with Arcee Ispat Udyog Private Limited.
FIXED DEPOSITS
Your Company has not accepted any deposit within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rule, 2014.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company has not given any loans or guarantees coved under the provisions of Section 186 of the Companies Act, 2013.
The details of the investments made by the Company, if any, are given in the notes to the financial statements.
MANAGEMENT DISCUSSION & ANALYSIS
Management's Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forms part of the Annual Report as Annexure - 1 to the Board's report.
CORPORATE SOCIAL RESPONSIBILITY
The company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions of section 135 of the Companies Act, 2013 are not applicable.
HUMAN RESOURCES
Our underlying belief is that Human Resource Development today is about nurturing human resources and leveraging human capital towards the achievement of business goals. The Company is committed towards creation of opportunities for its employees that help attract, retain and develop a diverse workforce.
BUSINESS RISK MANAGEMENT
The Company has laid down procedures to inform Board members about the risk assessment and minimization Procedures. These procedures are periodically reviewed to ensure that executive management controls risk through means of a properly defined framework. The Company has also devised a Risk Management Policy for Identification of elements of risks and procedures for reporting the same to the Board.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a Vigil Mechanism &Whistle Blower Policy to report genuine concerns or grievances. The Vigil Mechanism & Whistle Blower Policy has been posted on the Company's website at http://www.arceeindustries.in/.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.
DIRECTORS & KMP
In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Akshat Gupta (DIN - 00284927) Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.
On December 29,2022, the members approved the re-appointment of Mrs. Shruti Gupta (DIN: 01742368) as a Whole Time Director w.e.f. 03 October, 2022 through Postal Ballot.
On 23rd March, 2023, the members regularized the appointment of Mr. Akshat Gupta (DIN: 00284927) as a Director of the Company w.e.f. 10 February, 2023 through Postal Ballot.
In this Year Board has also change designation of Mr. Gourav Jindal (DIN 08382031), From Non- executive Non- Independent Director to Non- Executive Independent Director and members approved this Resolution through Postal Ballot Result dated 23rd March, 2023.
Mr. Manoj Goyal (DIN: 00067155), Independent Director of the Company resigned from his directorship in the Company with effect from August 14, 2023. Mr. Manoj Goyal was also the Chairperson of the Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee of the Board, consequent to his resignation he also ceased to be a member of these Committees.
The Board of Directors of the Company records its deep appreciation for contribution and guidance provided by Mr. Manoj Goyal during his noteworthy association with the Company for more than a decade.
The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All the Directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section 164 of the Companies Act, 2013. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. Further, declaration on compliance with Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended by Ministry of Corporate Affairs ("MCA") Notification dated October 22, 2019, regarding the requirement relating to enrollment in the Data Bank created by MCA for Independent Directors, had been received from all Independent Directors.
The Company has devised a policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the Non-Executive Directors and Executive Directors. The evaluation of all the Directors and the Board as whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the Corporate Governance Report section in this Annual Report.
BOARD EVALUATION
Pursuant to the provisions of companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee. The manner in which the evaluation has been carried out has been explained in Corporate Governance Report.
REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.
MEETINGS
During the year Six Board Meetings and one independent directors' meeting was held. The Details of which are given in Corporate Governance Report. The provisions of Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, were adhered to while considering the time gap between two meetings.
AUDIT COMMITTEE
The Audit Committee consists of three Directors, In which after change in designation of Mr. Gourav Jindal from Non- Independent Director to Independent Director, all are Independent Directors, namely Mr. Manoj Goyal (Chairman), Mr. Gourav Jindal and Mr. Pankaj Agarwal as other members. All the recommendations made by the Audit Committee were accepted by the Board. Mr. Manoj Goyal resigned from the Company w.e.f. August 14, 2023 and Consequently ceased to be the Chairman of Audit Committee.
After his resignation, Mr. Akshat Gupta (DIN - 00284927), Non-Executive Director of the Company appointed as Member of the Audit Committee and Mr. Pankaj Agarwal (DIN- 00020220), Independent Director of the Company appointed as Chairman of Audit Committee.
Now the Audit Committee is as follows,
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee consists of three Directors, In which after change in designation of Mr. Gourav Jindal from Non- Independent Director to Independent Director, all are Independent Directors, namely Mr. Manoj Goyal (Chairman), Mr. Gourav Jindal and Mr. Pankaj Agarwal as other members. Mr. Manoj Goyal resigned from the Company w.e.f. August 14, 2023 and Consequently ceased to be the Chairman of Nomination and Remuneration Committee.
After his resignation, Mr. Akshat Gupta (DIN - 00284927), Non Executive Director of the Company appointed as Member of the Nomination and Remuneration Committee and Mr. Pankaj Agarwal (DIN- 00020220), Independent Director of the Company appointed as Chairman of Nomination and Remuneration Committee.
Now the Nomination and Remuneration Committee is as follows,
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with Section 134 (5) of Companies Act, 2013 the Board of Directors confirms that:
a) in the preparation of the annual accounts for the year ended March 31, 2023 the applicable Indian accounting standards (IND-AS) read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;
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 of the profit and loss 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 this Act 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 were operating effectively; and f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year under review were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions during the year which may have a potential conflict with the interest of the Company at large. Necessary disclosures as required under the Indian Accounting Standards have been made in the notes to the Financial Statements.
The policy on Related Party Transactions as approved by the Board is uploaded and is available on the following link on the Company's website, https://webmitr.com/ARCEE/php/files/icons/6716279692.pdf . None of the Directors had any pecuniary relationships or transactions vis-?-vis the Company
The details of related party transactions required under section 134(3)(h) read with rule 8 of the Companies (Accounts) Rules, 2014, is given in form AOC2 and the same is enclosed as Annexure- 2.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT
Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company's financial position have occurred between the end of the financial year and date of this report.
ANNUAL RETURN
As provided under Section 92(3) & 134(3)(a) of the Act, Annual Return for FY 2022-23 is uploaded on the website of the Company and can be accessed at http://www.arceeindustries.in/financial-statement.php?l=12.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.
STATUTORY AUDITORS
M/s. Akanksha Chug & Associates, Chartered Accountants (Firm Registration No. 017327N), were appointed as Statutory Auditor of the Company at 28th Annual General Meeting held on September 29, 2020 to hold office till the conclusion of the 33rd Annual General Meeting.
The Auditors' Report does not contain any qualification, reservation or adverse remark.
SECRETARIAL AUDITORS
Ms. Anju Jain, the Practicing Company Secretary was appointed by the Board as Secretarial Auditor, to conduct the Secretarial Audit of the Company for the financial year 2022-2023.
The Secretarial Audit Report for financial year 2022-2023 forms part of the Annual Report as Annexure-3 to the Board's report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
The Board has appointed Ms Anju Jain, Practicing Company Secretary, as Secretarial Auditor of the Company for the financial year 2023-2024 also.
INTERNAL AUDITORS
Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014, on the recommendation of the Audit Committee, M/s. Ram Sharma and Company was appointed by the Board of Directors to conduct internal audit for the financial year 2023-24.
AUDITORS OBSERVATIONS
The auditor's observations being self-explanatory, have been duly explained in the notes to the accounts.
INSURANCE
The Company's properties have been adequately insured.
COMPLIANCE OF GUIDELINES OF SEBI/STOCK EXCHANGE
We have duly complied with all the guidelines issued by SEBI/Stock Exchange.
CORPORATE GOVERNANCE
A Corporate Governance Report is annexed separately as a part of this report together with a certificate from the auditors of the company regarding compliance with the conditions of corporate governance.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and 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 - 4".
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
There was no such employee of the Company who is covered under provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure 5 to this Report.
SECRETARIAL STANDARDS OF ICSI
The Directors have devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems were adequate and operating effectively.
PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES
As on 31st March, 2023, your Company has three Associates namely (i) APL Fincap Limited, (ii) Arcee Ispat Udyog Private Limited; and (iii) Alexis Marketing LLP. There has been no material change in the nature of the business of the Associates Companies.
There are no Subsidiaries and Joint Venture of the Company.
DISCLOSURE IN TERMS OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company takes all necessary measures to ensure a harassment-free workplace and has instituted a system for redressal of complaints and to prevent sexual harassment. During the year, there were no complaints relating to sexual harassment.
INDUSTRIAL RELATIONS
Industrial relations continued to be cordial during the year under review.
GENERAL
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
1. Issue of equity shares with differential rights as to dividend, voting or otherwise.
2. The Company has not constituted Employees' Stock Option Scheme (ESOS) and not issued any share to its employees under the said Scheme or any other scheme (including sweat equity shares) during the financial year.
3. Company does not have any subsidiary.
4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.
Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
ACKNOWLEDGMENT
Your directors are pleased to place on record their sincere gratitude to the Government Authorities, Financial Institutions, Bankers, Shareholders, Customers, Dealers and Vendors for their continued and valuable cooperation and support to the Company.
Your directors express their deep appreciation for the devoted and sincere efforts put in by the members of the team at all levels of operations in the Company during the year. The company feels confident of continued co-operation and efforts from them in future also.