Dear Members,
Your Directors are pleased to present the Twenty Fifth Annual Report of the Company covering the operating and financial performance together with the Audited Standalone and Consolidated Financial Statements and the Auditors' Report thereon for the Financial Year ended on March 31, 2022.
FINANCIAL RESULTS AND OPERATIONS REVIEW:
The financial highlights of the Company during the period ended March 31, 2022 are as below:
(Amount in Lakhs)
# The Subsidiary Company has been incorporated on 07th March, 2022 and yet to commenced business till 31st March, 2022.
During the year under review on the basis of Standalone and Consolidated Financial Statement the Company's total revenue from operations during the financial year ended 31st March, 2022 were Rs. 2797.08 Lacs as against Rs. 1519.37 Lacs of the previous year representing Increase of approximately about 84% over the corresponding period of the previous year with total expenses of Rs. 2390.75 lacs (previous year of Rs. 1308.49 lacs). The company has made profit before Exceptional Items of Rs. 411.59 lacs as against profit of Rs. 214.97 lacs in the previous year. The Company has made Net Profit of Rs. 298.51 Lacs as against Rs. 158.60 Lacs of the previous year representing increase of approximately about 88% over the corresponding period of the previous year.
The EPS of the Company for the year 2021-22 is Rs. 5.15.
DIVIDEND
The Board of Directors of your company, after considering holistically the relevant circumstances and keeping in view the company's dividend distribution policy, has decided it would be prudent, not to recommend any Dividend for the year ended on 31st March, 2022 and the entire surplus be ploughed back to the business to meet the needs for additional finance for capital expenditure.
TRANSFER TO RESERVES
During the year under review, Company has not transferred any amount to reserves.
SHARE CAPITAL
During the year under review the Company has made changes in the share capital as on 31st March, 2022. The details of the same are mentioned below:
Authorised Share Capital:
The Company's Authorized share capital has been increased from Rs. 20,00,000(Rupees Twenty Lacs) comprising of 2,00,000 equity shares of Rs.10/- each to Rs.11,00,00,000/-(Rupees Eleven Crore) comprising of 1,10,00,000 equity shares of Rs.10/- each vide Ordinary Resolution passed at their Shareholder Meeting dated 29th September, 2021.
Paid Up Share Capital:
The Company's paid up share capital has been increased by the way of Bonus issue from Rs. 15/00/000(Rupees Fifteen Lakh) comprising of 1,50,000 equity shares of Rs.10/- each to Rs.5,40,00,000/- (Rupees Five Crore Forty Lakh) comprising of 54,00,000 equity shares of Rs.10/- each vide Special Resolution passed at their Annual General Meeting held on 30th September, 2021.
Initial Public Offer:
The Company made its maiden public offer of equity shares in accordance with SEBI (Issue of Capital and Disclosure Requirements), Regulations, 2018, wherein 20,00,000 Equity Shares were issued through the Initial Public Offer. The public issue was opened on February 03, 2022 and closed on February 08, 2022 for all applicants 20,00,000 at an offer price of ?55/-per equity Share (including a share premium of ?45/- per equity Share). The shares were allotted on February 11, 2022 to the respective successful applicants under various categories as approved in consultation with the Authorized Representative of the Designated Stock Exchange viz. BSE Limited. The Equity shares of the Company were listed on BSE Limited with effect from February 16, 2022. The Company's IPO received an overwhelming response; of all the initial public offerings (IPOs) that hit the market in FY 2021- 22, Maruti Interior Product's stands out. Maruti Interior Products shares jumped over 33.50% to ?73.42 on BSE as compared to the issue price of ?55 on the listing day. Post listing also, your Company's market capitalization soared high backed by strong quarterly results and various new business inroads it made consistently. We see this as an endorsement of our consumer-focused approach as well as our ethos of trust, transparency, and innovation in everything we do. We are gratified and humbled by the faith shown in the Company by the market participants and grateful to our customers for their continued trust shown in our capabilities to deliver consistent high quality services & innovative solutions.
The change in paid-up share capital during the year was as under:
ALTERATION OF MEMORANDUM OF ASSOCIATION
The name clause of the Memorandum of Association has been altered for conversion of company from private company to public company i.e., "MARUTI INTERIOR PRODUCTS PRIVATE LIMITED" to "MARUTI INTERIOR PRODUCTS LIMITED" vide Special Resolution passed at the Extra-Ordinary General Meeting held on 20th October, 2021.
Further also the company has made the alteration in the Memorandum of Association of the company by increased the Authorized Share Capital from Rs. 20,00,000(Rupees Twenty Lacs) comprising of 2,00,000 equity shares of Rs.10/ - each to Rs.11,00,00,000/-(Rupees Eleven Crore) comprising of 1,10,00,000 equity shares of Rs.10/- vide Ordinary Resolution passed at the ExtraOrdinary General Meeting held on 29th September, 2021. The Company has adopted new sets of Memorandum of Association in conformity with the provisions of the Companies Act-2013.
ALTERATION OF ARTICLES OF ASSOCIATION
The Company has also adopted new sets of the Article of the Association as per the in compliance with Conversion of Private Limited into Public Limited vide Special Resolution passed at the Extra - Ordinary General Meeting held on 20th October,2021.
DETAILS OF UTILISATION OF FUNDS & STATEMENT OF DEVIATION(S) OR VARIATION(S)
Pursuant to Regulation 32 (1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations/LODR') there was no deviation/variation in the utilization of proceeds as mentioned in the objects stated in the Prospectus dated February 03, 2022, in respect of the Initial Public Offering of the Company.
STATE OF COMPANY AFFAIRS
During the year under review, company made Total Income of Rs. 2,802.33/-Lakhs as against Rs. 1,523.47/-Lakhs in the previous year. The company has made Profit/loss before depreciation, Finance, Costs, Exceptional items and Tax Expense of Rs. 479.94/-Lakhs against profit of Rs. 310.86/-Lakh in the previous year in the financial statement.
Your Company made net profit of Rs. 298.51 Lacs as against Rs. 158.60/- in the previous year -in the financial statement.
CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of the business of the Company.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY AND CHANGE IN NATURE OF THE BUSINESS
There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Directors' Report.
LISTING WITH STOCK EXCHANGE:
Your Company has paid requisite annual listing fees to BSE Limited (BSE) where its securities are listed
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the Section 124 applicable provisions of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), all the unpaid or unclaimed dividends are required to be transferred to the IEPF established by the Central Government, upon completion of seven (7) years.
Further, according to the Investor Education & Protection Fund ("IEPF") Rules, the shares in respect of which dividend has not been paid or claimed by the Shareholders for seven (7) consecutive years or more shall also be transferred to the demat account created by the IEPF Authority.
Your Company does not have any unpaid or unclaimed dividend or shares relating thereto which is required to be transferred to the IEPF as on the date of this Report.
DEPOSITS
During the year under review, the Company has neither invited nor accepted any deposits from the public under Section 76 and Chapter V of the Companies Act, 2013 and rules made thereunder.
SUBSIDIARY, JOINT VENTURE (JV) AND ASSOCIATES COMPANIES
The Company has one subsidiary named M/s. Noggah Lifestyle Products Private Limited as on March 31, 2022. There are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act").
Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Company's subsidiaries in Form AOC-1 is attached to the financial statements of the Company in Annexure I
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNELS
Appointment/ Re-Appointment
During the year under review, Mr. Nirbhay Paresh Lunagaria (DIN: 09027142), Mr. Nirmal Paresh Lunagaria (DIN: 09027158) and Ms. Parul Paresh Lunagaria (DIN: 09157413) has been regularized in the AGM held on 29th September, 2021.
During the year under review, Nipun Mahendrabhai Doshi (DIN: 09398522), Shashikant Devjibhai Patel (DIN: 09398538) and Sudhir Rameshbhai Kolte (DIN: 03433717) has been appointed as Additional Independent Director (Non-Executive) with effect from 23rd November, 2021 and the same has been regularized in the EGM held on 01st December, 2021.
During the year under review, Mr. Nirmal Paresh Lunagaria (DIN: 09027158) has been appointed as Chief Financial Officer of the Company w.e.f 23rd November, 2021.
During the year under review, Ms. Deepali Malpani has been appointed as Company secretary as well as Compliance officer of the Company w.e.f 30th November, 2021.
Retirement by Rotation
As per the provisions of Section 152 of the Companies Act, 2013, Mr. Purushotam Rudabhai Lunagaria (DIN: 00328145) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.
Your Directors recommended his re-appointment on recommendation made by the Nomination and Remuneration Committee.
Cessation
During the year under review, there is no cessation of director from the Board.
Independent Directors
Mr. Sudhir Rameshbhai Kolte (DIN: 03433717) holds office as a Non-Executive and Independent Director of the Company with effect from 23rd November, 2021 for the period of 5 years who is not liable for retirement by rotation.
Mr. Nipun Mahendrabhai Doshi (DIN: 09398522), holds office as a Non-Executive and Independent Director of the Company with effect from 23rd November, 2021 for the period of 5 years who is not liable for retirement by rotation.
Mr. Shashikant Devjibhai Patel (DIN: 09398538) holds office as a Non-Executive and Independent Director of the Company with effect from 23rd November, 2021 for the period of 5 years who is not liable for retirement by rotation.
Key Managerial Personnel
DECLARATIONS OF INDEPENDENT DIRECTORS
The Company has received declaration pursuant to Section 149(7) of the Companies Act, 2013 from each of its Non-Executive and Independent Directors to the effect that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013, Regulation 16(1) (b) and Regulation 25 of the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as "Listing Regulations"). These declarations have been placed before and noted by the Board.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, your Directors to the best of its knowledge and ability, confirm that:
(a) In the preparation of the annual accounts for the financial year ended on March 31, 2022, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) 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 March 31, 2022 and of the profit of the Company for that period;
(c) They 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) They have prepared the annual accounts on a going concern basis;
(e) They 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) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
COMPOSITION OF BOARD AND VARIOUS COMMITTEES AND THEIR MEETINGS
The Board of Directors along with its Committees provide leadership and guidance to the Management and directs and supervises the performance of the Company, thereby enhancing stakeholder value.
BOARD OF DIRECTORS:
The Board has a fiduciary relationship in ensuring that the rights of all stakeholders are protected. The Board of MIPL comprises of Executive (Whole-Time) and Non-Executive Directors. Independent Directors are eminent persons with proven record in diverse areas like business, accounting, marketing, technology, finance, economics, administration, etc. The composition of Board of Directors represents optimal mix of professionalism, qualification, knowledge, skill sets, track record, integrity, expertise and diversity. The Board of Directors, as on March 31, 2022, comprised of 8 Directors, out of which 1 was Executive Director ("ED") (MD & Chairman), 4 were Executive Directors ("EDs") and 3 were Non-Executive Directors ("NEDs") Independent Directors ("IDs"). Detailed profile of our Directors is available on our website at https://spitzebyeveryday.com/investor-relations.
Composition of Board:
Board Meetings:
The Board of Directors duly met 13 times at regular intervals during the mentioned financial year and in respect of which meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. The intervening gap between the two meetings was within the period prescribed under the Companies Act, 2013. The dates on which meetings were held are as follows:
**During the year under review 2(Two) Extra Ordinary General Meeting held on 20th October, 2021 and 1st December, 2021.
Independent Directors Meetings:
In terms of the provisions of the Schedule IV of the Act and Regulation 25 (3) of the Listing Regulations, the Independent Directors of the Company shall meet at least once in a year, without the presence of Executive Directors and members of Management. During the Financial year the Meetings of Independent Directors was held in following manner:
AUDIT COMMITTEE:
The Audit Committee has been constituted by the Board in compliance with the requirements of Section 177 of the Act and Regulation 18 of the Listing Regulations. The board of directors has entrusted the Audit Committee with the responsibility to supervise these processes and ensure accurate and timely disclosures that maintain the transparency, integrity and quality of financial control and reporting.
The Company Secretary acts as the Secretary to the Committee. The internal auditor reports functionally to the Audit Committee. The Chief Financial Officer of the Company also attends the meetings as invitee.
Composition of Audit Committee:
Audit Committee Meeting:
In terms of the provisions of the Regulation 18 (2)(a) of the Listing Regulations, the Audit Committee of the Company shall meet at least four times in a year and in respect of which meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. During the Financial year the Meetings of Audit committee was held in following manner:
NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee (NRC) consist majority of Independent Directors. The Nomination and Remuneration Committee has been constituted by the Board in compliance with the requirements of Section 178 of the Act and Regulation 19 of the Listing Regulations. The board of directors has entrusted the Nomination and Remuneration Committee with the responsibility to formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel .
Composition of Nomination and Remuneration Committee:
Nomination and Remuneration Committee Meeting:
In terms of the provisions of the Regulation 19 (3A) of the Listing Regulations, the Nomination and Remuneration Committee of the Company shall meet at least once in a year and in respect of which meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. During the Financial year the Meetings of Nomination and Remuneration Committee was held in following manner:
STAKEHOLDER'S RELATIONSHIP COMMITTEE:
The Stakeholders' Relationship Committee ("SRC") considers and resolves the grievances of our shareholders, including complaints relating to non-receipt of annual report, transfer and transmission of securities, non-receipt of dividends/interests and such other grievances as may be raised by the security holders from time to time.
Composition of Stakeholders' Relationship Committee:
Stakeholders' Relationship Committee Meeting:
In terms of the provisions of the Regulation 20 (3A) of the Listing Regulations, the Stakeholders' Relationship Committee of the Company shall meet at least once in a year and in respect of which meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. During the Financial year the Meetings of Stakeholders' Relationship Committee was held in following manner:
DETAILS OF FRAUD REPORTING BY AUDITOR
During the year under review, there were no frauds reported by the auditors to the Board under section 143(12) of the Companies Act, 2013.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Company has formed Nomination and Remuneration Committee which has framed Nomination and Remuneration Policy. The Committee reviews and recommend to the Board of Directors about remuneration for Directors and Key Managerial Personnel and other employee up to one level below of Key Managerial Personnel. The Company does not pay any remuneration to the Non-Executive Directors of the Company other than sitting fee for attending the Meetings of the Board of Directors and Committees of the Board. Remuneration to Executive Directors is governed under the relevant provisions of the Act and approvals.
The Company has devised the Nomination and Remuneration Policy for the appointment, reappointment and remuneration of Directors, Key Managerial. All the appointment, reappointment and remuneration of Directors and Key Managerial Personnel are as per the Nomination and Remuneration Policy of the Company. The Nomination and Remuneration Policy is also available on the website of the Company https:// spitzebyeveryday.com/investor- relations/ in the head of Policies.
For Board of Directors and Senior Management Group. The Board of Directors of the Company has laid down a code of conduct for all the Board Members and Senior Management Group of the Company. The main object of the Code is to set a benchmark for the Company's commitment to values and ethical business conduct and practices. Its purpose is to conduct the business of the Company in accordance with its value systems, fair and ethical practices, applicable laws, rules and regulations. Further, the Code provides for the highest standard of professional integrity while discharging the duties and to promote and demonstrate professionalism in the Company.
All the Board Members and Senior Management Group of the Company have affirmed compliance with the code of conduct for the financial year ended on March 31, 2022 as required by Regulation 26(3) of the Listing Regulations. A declaration signed by the Chairman & Managing Director to this effect is attached as a part of this Annual Report. The code of conduct is also available on the website of the Company www. spitzebyeveryday.com
FOR PREVENTION OF INSIDER TRADING
The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 came into effect from May 15, 2015 to put in place a framework for prohibition of insider trading in securities and to strengthen the legal framework thereof. Pursuant to Regulation 8 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company has formulated and adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information ("Code of Fair Disclosure") of the Company. The Code of Fair Disclosure is available on the website of the Company www.spitzebyeveryday.com
Further, pursuant to Regulation 9 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company has formulated and adopted the Code of Conduct for Prevention of Insider Trading. The Code lays down guidelines and procedures to be followed and disclosures to be made while dealing with the shares of the Company and cautioning them on the consequence of non-compliances. The Company Secretary has been appointed as a Compliance Officer and is responsible for monitoring adherence to the Code. The code of conduct to regulate, monitor and report trading by insiders is also available on the website of the Company www. spitzebyeveryday.com
VIGIL MECHANISM
The Company is committed to principles of professional integrity and ethical behavior in the conduct of its affairs. The Whistle-blower Policy provides for adequate safeguards against victimisation of director(s) / employee(s) who avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee. It is affirmed that no person has been denied access to the Audit Committee. The Compliance officer and Audit Committee is mandated to receive the complaints under this policy. The Board on a yearly basis is presented an update on the whistleblower policy. Whistle Blower policy is available on the website of the Company at www.spitzebyeveryday.com. The Policy ensures complete protection to the whistle-blower and follows a zero tolerance approach to retaliation or unfair treatment against the whistle-blower and all others who report any concern under this Policy. During the year under review, the Company did not receive any complaint of any fraud, misfeasance etc. The Company's Whistle Blower Policy (Vigil Mechanism) has also been amended to make employees aware of the existence of policies and procedures for inquiry in case of leakage of Unpublished Price Sensitive Information to enable them to report on leakages, if any, of such information.
BOARD EVALUATION
The Board evaluated the effectiveness of its functioning, that of the Committees and of individual Directors, pursuant to the provisions of the Act and SEBI Listing Regulations.
The Board sought the feedback of Directors on various parameters including:
• Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring corporate governance practices, participation in the long-term strategic planning, etc.);
• Structure, composition, and role clarity of the Board and Committees;
• Extent of co-ordination and cohesiveness between the Board and its Committees;
• Effectiveness of the deliberations and process management;
• Board/ Committee culture and dynamics; and
• Quality of relationship between Board Members and the Management.
The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.
The Chairman of the Board had one-on-one meetings with each Independent Director and the Chairman of NRC had one-on-one meetings with each Executive and Non-Executive, NonIndependent Directors. These meetings were intended to obtain Directors' inputs on effectiveness of the Board/ Committee processes.
In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole, and the Chairman of the Company was evaluated, taking into account the views of Executive Directors and Non-Executive Directors.
The Nomination and Remuneration Committee reviewed the performance of the individual directors and the Board as a whole.
In the Board meeting that followed the meeting of the independent directors and the meeting of Nomination and Remuneration Committee, the performance of the Board, its committees, and individual directors was discussed.
The evaluation process endorsed the Board Members' confidence in the ethical standards of the Company, the resilience of the Board and the Management in navigating the Company during challenging times, cohesiveness amongst the Board Members, constructive relationship between the Board and the Management, and the openness of the Management in sharing strategic information to enable Board Members to discharge their responsibilities and fiduciary duties.
The Board carried out an annual performance evaluation of its own performance and that of its committees and individual directors as per the formal mechanism for such evaluation adopted by the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee.
The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The exercise of performance evaluation was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board by way of individual feedback from directors.
The evaluation frameworks were the following key areas:
1. For Non-Executive & Independent Directors:
• Knowledge
• Professional Conduct
• Comply Secretarial Standard issued by ICSI Duties,
• Role and functions
2. For Executive Directors:
• Performance as leader
• Evaluating Business Opportunity and analysis of Risk Reward Scenarios
• Key set investment goal
• Professional conduct and integrity
• Sharing of information with Board.
• Adherence applicable government law
RISK MANAGEMENT POLICY
The Company is aware of the risks associated with the business. It regularly analyses and takes corrective actions for managing/mitigating the same.
The Company has framed a formal Risk Management Policy for risk assessment and risk minimization which is periodically reviewed to ensure smooth operation and effective management control which is also available on our website www.spitzebyeveryday.com. The Audit Committee also reviews the adequacy of the risk management framework of the Company, the key risks associated with the business and measure and steps in place to minimize the same.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013
Your Company provides equal opportunities and is committed to creating a healthy working environment that enables our Minds to work with equality and without fear of discrimination, prejudice, gender bias or any form of harassment at workplace. Your Company has in place a Prevention of Sexual Harassment (POSH) policy in accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which is also available on our website www.spitzebyeveryday.com.
Further, your company has setup an Internal Complaint Committee ("ICC") at the corporate office. ICC has equal representation of men and women and is chaired by senior woman of the Company.
The composition of internal complaint committee is as follows:
AUDITORS
STATUTORY AUDITORS:
M/s. Finava & Associates, Chartered Accountants, were appointed as statutory auditors of the Company to hold office for a term of 5 (five) consecutive years at the 23rd Annual General Meeting of the Company held on 31st December, 2020 until the conclusion of the Annual General Meeting of the Company in the year 2025. M/s. Finava & Associates, vide their letter dated 30th May, 2022, has resigned as Statutory Auditors of the Company with effect from 30th May, 2022 due to completion of Tenure.
To meet the casual vacancy arise by the resignation of the above auditor, the Board of Directors of the Company has appointed M/s. H.B. Kalaria & Associates, Chartered Accountants (Firm Registration Number 104571W) as statutory auditor of the Company. They shall hold the office of the Statutory Auditors of the Company from the date of casual vacancy arise to the conclusion of ensuing Annual General Meeting.
Since tenure of M/ s. H.B. Kalaria & Associates, Chartered Accountants, shall going to end in the upcoming AGM, Board of Directors recommend to appoint them for further period of five year in the Annual General Meeting. A resolution seeking shareholders' approval for their appointment forms a part of the Notice.
The Standalone and Consolidated Auditors' Report for the financial year ended on March 31, 2022 have been provided in "Financial Statements" forming part of this Annual Report.
The report of the Statutory Auditor does not contain any qualification, reservation, adverse remark or disclaimer. The observations made in the Auditor's Report are self-explanatory and therefore do not call for any further comments.
INTERNAL AUDITORS:
M/ s. Rajesh K Tanna and Co. (FRN: 147722W) has been appointed on 11th June, 2022 as the internal auditor of the company for the Financial Year 2021-22 and continues until resolved further. Internal Auditor is appointed by the Board of Directors of the Company on a yearly basis, based on the recommendation of the Audit Committee. The Internal Auditor reports their findings on the Internal Audit of the Company, to the Audit Committee on a half yearly basis. The scope of internal audit is approved by the Audit Committee.
SECRETARIAL AUDITOR
Pursuant to Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed M/s. G R Shah & Associates, Practicing Company Secretaries as Secretarial Auditor of the Company for the financial year ended on March 31, 2022. The Secretarial Audit Report in Form MR-3 for the financial year ended on March 31, 2022 is attached as Annexure - III to the Directors' Report and forming part of this Annual Report.
The report of the Secretarial auditor does not contain any qualification, reservation, adverse remark or disclaimer.
DIRECTORS' RESPONSE ON AUDITORS' QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMER MADE
There is a no qualification or Disclaimer of Opinion in the Auditor's Report on the Financial Statements to the shareholders of the Company made by the Statutory Auditors in their Auditors.
SECRETARIAL STANDARDS
The Company has devised proper systems to ensure compliance with Secretarial standards and its provisions and is in compliance with the same.
ANNUAL RETURN
In accordance with Sections 134(3)(a) & 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, The annual return in Form No.MGT-7 for the financial year 2021-22 will be available on the website of the Company (www.spitzebyeveryday.com). The due date for filing annual return for the financial year 202122 is within a period of sixty days from the date of annual general meeting. Accordingly, the Company shall file the same with the Ministry of Corporate Affairs within prescribed time and a copy of the same shall be made available on the website of the Company (www.spitzebyeveryday.com) as is required in terms of Section 92(3) of the Companies Act, 2013.
CORPORATE GOVERNANCE REPORT
As per the Regulation 15 (Listing Obligations and Disclosure Requirements) Regulations, 2015 applicability of Corporate Governance shall not be mandatory for companies having listed on SME Platform. Since our company has registered on SME platform the requirement of the Corporate Governance has not applicable to us.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report as required under Regulation 34(2)(e) read with Schedule V Part B of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations, 2015") is annexed herewith as Annexure II.
PARTICULARS OF LOANS, GUARANTEE OR INVESTMENT
Particulars of investment given by the Company, during the year under review are as mentioned in the Notes 12 forming part of the Financial Statements. The Company has not advanced any loan and provided security under Section 186 of the Companies Act, 2013 during the year under review.
LOANS FROM DIRECTOR/ RELATIVE OF DIRECTOR
The balances of monies accepted by the Company from Directors/ relatives of Directors at the beginning of the year were Rs. NIL /- and at the close of year was Rs. NIL
The Funds has been given out of Directors own Funds and is not being given out of funds acquired by borrowing from others.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All Related Party Transactions that were entered during the financial year ended on 31st March, 2022 were on an arm's length basis and in the ordinary course of business and is in compliance with the applicable provisions of the Act. There were no Related Party Transactions made by the Company during the year that required shareholders' approval.
The Company has entered into related party transactions which fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC 2 are given in Annexure IV of this Director Report for the F.Y 2021-22.
Details of other related party transactions have been included in Note 47 to the standalone financial statements and Consolidated Financial Statement. The Policy on the Related Party Transactions is available on the Company's website at www.spitzebyeveryday.com.
CORPORATE SOCIAL RESPONSIBILITY
As the Company does not fall under the mandatory bracket of Corporate Social Responsibility but for the future reference, the Company has constituted Corporate Social Responsibility as per the provisions of section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014.
Composition of Corporate Social Responsibility Committee:
Corporate Social Responsibility Committee Meeting:
The Corporate Social Responsibility Committee duly met at regular intervals during the mentioned financial year and in respect of which meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. During the Financial year the Meetings of Corporate Social Responsibility Committee was held in following manner:
The Company has formulated a Corporate Social Responsibility (CSR) policy which is available on our website www.spitzebyeveryday.com.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company has laid down the set of standards, processes and structure which enables to implement internal financial control across the Organization and ensure that the same are adequate and operating effectively. To maintain the objectivity and independence of Internal Audit, the Internal Auditor reports to the Chairman of the Audit Committee of the Board.
The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with the operating systems, accounting procedures and policies of the Company. Based on the report of Internal Auditor, the process owners undertake the corrective action in their respective areas and thereby strengthen the Control. Significant audit observation and corrective actions thereon are presented to the Audit Committee of the Board.
PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as follows:
1. The ratio of the remuneration of each director to the median remuneration of the employees of the Company and percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer and Company Secretary in the financial year:
2. The percentage increase in the median remuneration of employees in the financial year: NIL
3. The number of permanent employees on the rolls of Company: -101
4. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.
5. Affirmation that the remuneration is as per the remuneration policy of the Company: The Company affirms that the remuneration is as per the remuneration policy of the Company.
The statement containing names of top five 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-V 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.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO
As required by the provisions of Section 134(3)(m) of the Companies Act,2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 the relevant data pertaining to conservation of Energy, Technology Absorption, Foreign exchange earnings is attached with Annexure-VI.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/REGULATORS
During the year under review, there were no significant and/or material orders passed by any Court or Regulator or Tribunal, which may impact the going concern status or the Company's operations in future.
INDUSTRIAL RELATIONS
The Directors are pleased to report that the relations between the employees and the management continued to remain cordial during the year under review.
BUSINESS RESPONSIBILITY REPORT
Pursuant to Regulation 34(2)(f) of the Listing Regulations read with notification SEBI/LAD- NRO/ GN/2015-16/27 dated December 22, 2015, the Business Responsibility Report is to be given only by top 500 listed companies based on market capitalization, therefore the same is not applicable to the Company as on March 31, 2022.
MAINENTANCE OF COST RECORD
The provisions relating to maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, are not applicable to the Company and accordingly such accounts and records are not required to be maintained.
DEMATERIALISATION
The Demat activation number allotted to the Company is ISIN INE0JSJ01014. The company is holding its shares in dematerialised form only.
INSOLVENCY AND BANKRUPTCY CODE
There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.
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 to the Company.
ACKNOWLEDGMENTS
The Board of Directors greatly appreciates the commitment and dedication of employees at all levels who have contributed to the growth and success of the Company. We also thank all our clients, vendors, investors, bankers and other business associates for their continued support and encouragement during the year.
We also thank the Government of India, Government of Gujarat, Ministry of Commerce and Industry, Ministry of Finance, Customs and Excise Departments, Income Tax Department and all other Government Agencies for their support during the year and look forward to their continued support in future.