To,
The Members,
Your Directors have pleasure in presenting their 33 Annual Report on
the business and operations of the Company along with Audited Standalone and Consolidated
Financial Statements for the Financial Year ended March 31, 2024.
1. FINANCIAL HIGHLIGHTS OF THE COMPANY
Particulars |
(Standalone) |
(Consolidated) |
|
2023-24 |
2022-23 |
2023-24 |
|
2022-23 |
|
|
|
|
Revenue from Operations |
41.02 |
44.57 |
52512.03 |
|
11538.04 |
|
|
|
|
Other Income |
715.82 |
96.06 |
4653.41 |
1898.04 |
Total Revenue |
756.85 |
140.63 |
57165.44 |
13436.07 |
Total Expenses |
108.25 |
111.73 |
47789.65 |
|
11435.67 |
|
|
|
|
Profit/(Loss) From Operations Before Exceptional |
648.60 |
28.90 |
9375.79 |
2000.40 |
Items & Tax |
|
|
|
|
Add: Share of (Profit)/ Loss of Other Partner in LLP |
- |
- |
- |
(0.14) |
Add: Exceptional Items |
- |
- |
147.45 |
- |
Profit/ (Loss) Before Tax |
648.60 |
28.90 |
9523.24} |
2000.54 |
Tax Expenses |
148.96 |
7.19 |
153.87 |
(71.56) |
Profit After Tax for the year |
499.64 |
21.72 |
9369.37 |
2071.83 |
Equity Share Capital (Paid Up) |
1241.41 |
761.41 |
1241.41 |
761.41 |
2. FINANCIAL PERFORMANCE AND STATE OF COMPANY AFFAIRS
Information on the operational and financial performance of the Company
is given in the Management Discussion and Analysis Report, which is annexed to the Report
and is in accordance with SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (Listing Regulations).
3. CONSOLIDATED FINANCIAL STATEMENTS
As per Regulation 33 of the Listing Regulations and applicable
provisions of the Companies Act, 2013 read with the Rules issued thereunder, the
Consolidated Financial Statements of the Company for the financial year 2023-24 have been
prepared in compliances of the applicable Accounting Standards and on the basis of audited
financial statements of the Company, its subsidiaries and associate companies, as approved
by the respective Board of Directors.
4. DIVIDEND
The money retained shall be ploughed back for Company?s expansion
program and to carry on the business activities of the Company. In view of the above your
directors are not in a position to declare any dividend on Equity Shares.
5. SHARE CAPITAL
The authorised share capital of the Company as on 31%t March, 2024 was
Rs. 2700 Lakhs (Rupees Twenty-Seven Hundred Lakhs) divided into 2,50,00,000 (Two Crore
Fifty Lakhs Only) equity shares of face value of Rs. 10/- (Rupees Ten) each and 200000
(Two Lakh) redeemable preference shares of Rs. 100/- (Rupees Hundred) each.
During the year, the authorised capital of the Company was increased
from Rs. 2300 Lakhs (Twenty- Three Hundred Lakhs) consisting 2,10,00,000 (Two Crore Ten
Lakhs Only) equity shares of face value of Rs, 10/- (Rupees Ten) each and 200000 (Two
Lakh) redeemable preference shares of face value of Rs. 100/- (Rupees Hundred) each to Rs.
27,00,00,000/- (Rupees Twenty-Seven Crore Only) Consisting of 2,50,00,000 (Two Crore Fifty
Lakhs Only) Equity Shares of Re. 10/- (Rupee Ten) each and 2,00,000 Redeemable Preference
Shares of Rs. 100/- each.
The paid-up equity share capital of the Company as on 31% March, 2024
was Rs. 990.16 Lakhs divided into 9901597 equity shares of the face value of Rs. 10/-.
During the year, the Company has converted 6400000 warrants into equity
shares so, the paid-up capital of the Company stands increased from Rs. 350.16 Lakhs
divided into 3501597 equity shares of the face value of Rs. 10/- to Rs. 990.16 Lakhs
divided into 9901597 equity shares of the face value of Rs. 10/-.
During the year, the Company has issued 17,30,000 warrants convertible
into equity shares to persons belonging to Promoter category and to persons belonging to
non-Promoter category on preferential basis. The warrants were issued at Rs. 572/-
(including premium of Rs. 562/-) partly paid up 25% i.e. Rs. 143 per warrant. The Company
does not have any scheme for the issue of shares, including sweat equity to the employees
or directors of the Company. The Company does not have a scheme for the purchase of its
shares by employees or by trustees for the benefit of employees.
TRANSFER TO RESERVES
During the financial year 2023-24, Company has not transferred any
amount to the General Reserves.
MATERIAL CHANGES AND COMMITMENTS
There are no material changes and or commitments affecting the
financial position of the Company between the end of the financial year i.e. March 31,
2024 and the date of the Report.
CHANGE OF NAME OF THE COMPANY
The name of the Company was changed from IM+ Capitals
Limited? to Fedders Holding Limited? w.e.f. 19.06.2024. The Company has
taken necessary approvals for the name change of the Company and now the new name of the
Company is reflected everywhere.
CHANGE OF REGISTERED OFFICE OF THE COMPANY
The Company has changed its registered office of the Company from
GF 72, World Trade Center, Babbar Road, Connaught Place, New Delhi- 110001? to
Cc-15, RDC, Raj Nagar, Ghaziabad- 201001 (U.P.)? w.e.f. 12.04.2024.
10. OPERATING RESULTS AND BUSINESS OPERATIONS
The Company has achieved Revenue from Operations of Rs. 41.02 Lakhs
during the financial year 2023-24 as compared to Rs. 44.57 Lakhs during the financial year
2022-23. Decrease in revenues is mainly on the account of decrease in operations of the
Company. The operating profit (profit after tax) for the financial year 2023-24 was Rs.
499.64 Lakhs as compared to Rs, 21.72 Lakhs during the financial year 2022-23.The tax
expenses of the Company for current year are Rs. 148.96 Lakhs (including deferred tax
credit of Rs. 1.55 Lakhs) as compared to Rs 7.19 Lakhs in the previous year. Earnings per
Share (EPS) of the Company for the FY 2023-24 is Rs. 5.45/- as against Rs. 0.62/- in F.Y
2022-23 as per Standalone financial statement of the Company. While Earnings per Share
(EPS) of the Company for the F.Y 2023-24 is Rs. 102.26/- as against Rs. 59.17/- in FY
2022-23 as per consolidated financial statement of the Company.
11. HUMAN RESOURCES DEVELOPMENT
The Company has continuously framed policies & adopted structures
that help to attract the best external talent and promote internal talent to higher roles
& responsibilities. The Company is focused to improve the knowledge, ability, skills,
and other talents of employees which in turn provides for an open work
environmentfostering continuous improvement and development that helped several employees
realize their career aspirations. As a result, Fedders Holding Limited (Formerly known as
IM+ Capitals Limited) HR department has strengthened its impact in its day-to-day
functioning, and is raising its standard of excellence to ensure timely availability of
necessary talent and capabilities and engage and help employees to perform sustainably and
in maximizing the growth of employees & organizationas a whole.
12. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at workplace and
has adopted a policy on prevention, prohibition and redressal of sexual harassment at
workplace in line with the provisions of Sexual Harassmentof Women at workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. During
the financial year 2023-24, the Company has not received any complaints on sexual
harassment and also, no complaint is pending on sexual harassment.
13. DOCUMENTS PLACED ON THE WEBSITE (www.imcapitals.com)
The following documents among others have been placed on the website in
compliance with the Companies Act, 2013 and other statutory requirements: e Details of
unpaid dividend as per IEPF (Uploading of information regarding unpaid and unclaimed
amounts lying with companies) Rules, 2012 as per Section 124(2); e Financial Statements
including consolidated financial statements, of the Company along with all other documents
required as per Section 136(1); e Details of the Vigil Mechanism as per Section 177(10); e
The terms and conditions of appointment of the independent directors as per Schedule IV.
14. CORPORATE GOVERNANCE REPORT, MANAGEMENT DISCUSSION & ANALYSIS
AND OTHER INFORMATION REQUIRED UNDER THE COMPANIES ACT, 2013 AND SEBI (LISTING OBLIGATIONS
AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 As per Regulation 34 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 Corporate Governance Report and
Management Discussion and Analysis report are attached and form part of the Annual Report.
15. STATUTORY AUDITORS AND SECRETARIAL AUDITORS
Statutory Auditors
M/s O. Aggarwal & Co., Chartered Accountants, H-3/11-A, Krishna
Nagar, Delhi- 110051, the Statutory Auditors of the Company, having firm registration
number 005755N with the Institute of Chartered Accountants of India, was appointed for a
period of 5 years from the financial year 2022-23 to the financial year 2026-27 and same
was approved by the members of the Company at the 315 AGM. Vide notification dated May 7,
2018 issued by Ministry of Corporate Affairs, the requirement of seeking ratification of
appointment of statutory auditors by members at each AGM has been done away with.
Accordingly, no such item has been considered in notice of the 315 AGM. Secretarial
Auditor Pursuant to provisions of Section 204 of the Companies Act, 2013 read with
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company
had appointed M/s Chetna Bhola & Associates, Company Secretaries as the Secretarial
Auditor of the Company to undertake Secretarial Audit of the Company for FY 2023-24. The
Secretarial Audit Report is annexed herewith as annexure. Internal Auditor In accordance
with the provisions of Section 138 of the Companies Act, 2013 and Rules framed thereunder,
your Company has appointed M/s. Punam Gupta & Associates, Chartered Accountants, as
the Internal Auditorsof the Company for Financial year 2023-24 and takes their suggestions
and recommendations to improve and strengthen the internal control systems.
16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
In view of the nature of activities being carried out by the Company,
the disclosure concerning energy conservation measures, technology absorption and Research
& Development efforts are not applicable to the Company. Further during the year under
review, Company has no foreign exchange earnings and outgo.
17. BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 read with the
Rules issued thereunder and the Listing Regulations (including any statutory
modification(s) or re-enactment(s) for the time being in force), the process for
evaluation of the annual performance of the Directors/Board/ Committees was carried out
and the same was based on questionnaire and feedback from all the Directors on the Board
as a whole, Committees and on self-evaluation basis. Directors, who were designated, held
separate discussions with each of the Directors of the Company and obtained their feedback
on overall Board effectiveness as well as each of the other Directors. Based on the
questionnaire and feedback, the performance of every director was evaluated in the meeting
of the Nomination and Remuneration Committee (NRC). A separate meeting of the independent
directors (Annual Independent Directors meeting) was convened on 07/02/2024,
which reviewed the performance of the Board (as a whole), the non-independent directors
and the Chairman. After convening the Annual ID meeting, the collective feedback of each
of the Independent Directors was discussed by the Chairman of the NRC with the
Board?s Chairman covering performance of the Board as a whole; performance of the
non-independent directors and performance of the Board Chairman.
18. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES
A separate statement containing the salient features of financial
statements of all subsidiaries of your Company forms part of consolidated financial
statements in compliance with Section 129 and other applicable provisions, if any, of the
Companies Act, 2013. Company has Two (02) Subsidiary M/s IM+ Investments & Capital
Private Limited & M/s Feeders Electric and Engineering Limited (Wholly owned
subsidiary) as on March 31, 2024. In the current year, the following entities who earlier
were the Associates of IM+ Capitals Limited, namely Advance Dealtrade Private Limited,
Anugrah Commosales Private Limited and Versatile Dealtrade Private Limited. Due to
Amalgamation of Anugrah Commosales Private Limited and Versatile Dealtrade Private Limited
in Advance Dealtrade Private Limited vide amalgamation order dated 21.07.2023 w.e.f.
15.09.2022 and proportionate shares were allotted on dated 16.02.2024 of Advance Dealtrade
Private Limited for share of Anugrah Commosales Private Limited & Versatile Dealtrade
Private Limited. After the effect of amalgamation holdings of IM+ Capitals Limited in
Advance Dealtrade Private Limited as on 31.03.2024 is 19.98 %. Company has one Joint
Venture- SMC & IM Capitals Investment Manager LLP (Partnership Firm) Further the
Report on the performance and financial position of each the subsidiary, associate and
joint venture and salient features of the financial statements in the prescribed form
AOC-1 is annexed to this Report.
19. REGISTRAR AND TRANSFER AGENT OF THE COMPANY
M/s Link Intime India Pvt Ltd having its office at Noble Heights, 1st
Floor, Plot No. NH 2, LSC, C-1 Block, Near Savitri Market, Janakpuri, New Delhi-110058 was
appointed as Registrar and share transfer agent (RTA) for the financial year 2023-24.
20. DEPOSIT FROM PUBLIC
The Company has not accepted any deposits from public and as such, no
amount on account of principal or interest on deposits from public was outstanding as on
the date of the Balance Sheet.
21. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Directors
In accordance with the provisions of the Articles of Association and
Section 152 of the Companies Act, 2013, Mrs. Tanya Singhal, (DIN: 08930315), retires by
rotation at the ensuing annual general meeting. Being eligible, she has offered herself
for re-appointment as such and seeks re-appointment. The Board of Directors recommends his
re-appointment on the Board.
The relevant details, as required under Regulation 36 (3) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing
Regulations), of the person seeking re-appointment/ appointment as Director are also
annexed to the Notice convening the annual general meeting. There being no other change
apart from mentioned above from the end of financial year to the date of notice. Key
Managerial Personnel During the Financial year 2023-24, Mr. Brahma Nand Garag resigned
from the post of CFO of the Company and Mr. Bijay Kumar Pathak was appointed as CFO of the
Company w.e.f. 29.07.2023
22. DIRECTORS? RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 134(5) of the Act, and based on
the representations received from the management, the directors hereby confirm that:
a) In the preparation of the annual accounts for the financial year
2023-24, the applicable accounting standards have been followed and there are no material
departures;
b) We 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 of the Company for the financial year;
c) We have taken proper and sufficient care to the best of their
knowledge and ability for the maintenance of adequate accounting records in accordance
with the provisions of the Act. They confirm that there are adequate systems and controls
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
d) We have prepared the annual accounts on a going concern basis;
e) We have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and operating properly; and
f) We have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
23. DISCLOSURE ON INTERNAL FINANCIAL CONTROLS
The Company has documented its internal financial controls considering
the essential components of various critical processes, physical and operational, which
includes its design implementation and maintenance along with periodical internal review
of operational effectiveness and sustenance. This ensures orderly and efficient conduct of
its business, including adherence to the Company?s policies, safeguarding of its
assets, prevention of errors, accuracy and completeness of the accounting records and the
timely preparation of reliable financial information. The Internal financial controls with
reference to the financial statements were adequate and operating effectively.
24. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE COMPANY'S
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR
During the year under review, Advance Dealtrade Private Limited,
Anugrah Commosales Private Limited and Versatile Dealtrade Private Limited ceased to be
the Associate Companies due to Amalgamation of Anugrah Commosales Private Limited and
Versatile Dealtrade Private Limited in Advance Dealtrade Private Limited vide amalgamation
order dated 21.07.2023 w.e.f. 15.09.2022.
25. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with all the applicable Secretarial Standards
in the Financial Year 2023-24.
26. INSIDER TRADING REGULATIONS
Based on the requirements under SEBI (Prohibition of Insider Trading)
Regulations, 1992 read with SEBI (Prohibition of Insider Trading) Regulations, 2015, as
amended from time to time, the code of conduct for prevention of insider trading and the
Code for Corporate Disclosures (Code), as approved by the Board from time to
time, are in force by the Company.
27. SIGNIFICANT AND MATERIAL ORDERS
The Company has changed its registered office from the state of New
Delhi to the state of Uttar Pradesh. Subsequently, Regional Director, Northern Region has
passed the order dated 09" January, 2024 for shifting of Registered office of the
Company from one state to another. The Company has taken in-principal-approval from BSE
Limited for change of name of the Company from "IM+ CAPITALS LIMITED to
"FEDDERS HOLDING LIMITED?.
28. CHANGE IN NATURE OF BUSNIESS
During the year there is no change in nature of business of the Company
under review.
29. PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Act and the Rule 5(1)
of Companies (Appointment and Remuneration) Rules, 2014 in respect of employees of the
Company. a. The ratio of the remuneration of each director to the median remuneration of
the employees of the Company for the financial year 2023-24: Median Salary (Annual) of
employees for the Financial Year 2022-23 is Rs. 8.64 Lakhs. b. The percentage increase in
remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company
Secretary or Manager, if any, in the financial year 2023-24:
Sr. No. Name of Director/KMP |
Designation |
% Increase in remuneration |
Mr. Vishal Singhal |
Whole Time Director |
N.A. |
2. Ms. Sakshi Goel |
Company Secretary |
6.06 |
3. Mr. Brahma Nand Garg |
Chief Financial Officer |
N.A. |
Cc. The percentage increase/decrease in the median remuneration of
employees in the financial year 2023-24 is 6.01.
d. The number of permanent employees on the rolls of company as on 31%
March, 2024 are (2) Two.
e. The explanation on the relationship between average increase in
remuneration and Company performance: The increase in remuneration is in line with the
market trends.
f. Comparison of the remuneration of the Key Managerial Personnel
against the performance of the Company:
Particulars |
Amount in Lakhs |
Remuneration of Key Managerial Personnel (KMP) during
financial year 2023-24 (Aggregated) |
6.48 |
Revenue from operations |
41.02 |
Remuneration (as % of revenue) |
15.80% |
Profit before tax (PBT) |
648.60 |
Remuneration (as % of PBT) |
0.99% |
g. 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. The average increase in salaries of employees other than
managerial personnel is approximately equal to percentile increase in the managerial
remuneration; there is no exceptional increase in managerial remuneration. h. Comparison
of each remuneration of the Key Managerial Personnel against the performance of the
Company.
Name of KMP |
Design- ation |
Remunera- tion (in Lakhs) |
Revenue (in Lakhs) |
Remunera- tion (as % _ of reve- nue) |
Profits before tax (PBT) (in Lakhs) |
Remu- neration (as % of PBT) |
Ms. Sakshi Goel |
cs |
5.28 |
41.02 |
12.87% |
648.60 |
0.81% |
Mr. Brahma Nand Garg (Resigned w.e.f. 29.07.2023) |
CFO |
1.20 |
41.02 |
2.93% |
648.60 |
0.19% |
i. The key parameters for any variable component of remuneration
availed by the directors: N.A.
j» The ratio of the remuneration of the highest paid director to
that of the employees who are not directors butreceive remuneration in excess of the
highest paid director during the year: Being directors are paid sitting fee only, details
are not provided.
k. The Company hereby affirms that the remuneration is as per the
remuneration policy of the Company. The Company?s remuneration policy is driven by
the success and performance of the individual employees and the Company. Through its
compensation package, the Company endeavors to attract, retain, develop and motivate a
high-performance staff. The Company follows a compensation mix of fixed pay, benefits and
performance based variable pay. Individual performance pay is determined by business
performance and the performance of the individuals measured through the annual appraisal
process. The Company affirms remuneration is as per the remuneration policy of the
Company. The information required under Section 197 of the Act and the Rule 5(2) of
Companies (Appointment and Remuneration) Rules, 2014 in respect of employees of the
Company, is as follows: - A. Detail of Top ten employees in terms of remuneration drawn
during F.Y 2023-24 are as:
S.Nameof No Employee , |
Date of Joining |
Gross Remunera tion (in Lakhs) |
Qualificati on |
Age (in years) |
Experi ence (in years)! |
Last Emplo yment |
Designation |
1 Vishal Singhal |
02/11/20 20 |
12.00 |
MBA |
31 |
10 years |
N.A. |
N.A. |
2 Sakshi Goel |
30/06/20 |
5.28 |
cs |
33 |
7 years |
Brand |
Company |
Services Limited |
22 |
|
|
|
|
Realty |
Secretary |
The information required under Section 197 of the Act and the Rule 5(2)
of Companies (Appointment and Remuneration) Rules,2014 in respect of employees of the
Company, is as follows: -
Employee in the Company in receipt of remuneration for that
year which, in the aggregate, was notless} than one crore and two lakh rupees. |
NIL |
Employees in the Company who employed throughout the
financial year or part thereof, was in receipt} of remuneration for any part of that year,
at a rate which, in the aggregate, was not less than Eight lakh and fifty thousand rupees
per month. |
NIL |
Employee in the Company who employed throughout the financial
year or part thereof, was in receipt of} remuneration in that year which, in the
aggregate, or the case may be at a rate in aggregate, or as the case may be, in excess of
that drawn by the managing director or whole-time director or manager and holds by himself
or along with his spouse and dependent children, not less than two percent of the equity
shares of the Company. |
NIL |
30. EXTRACT OF ANNUAL RETURN
As per MCA Vide Notification dated 05.03.2021, the extract of Annual
Return in Form No.MGT-9 is not required under Section 92 of the Companies Act, 2013 for
the financial year ending March 31, 2024.
31. NUMBER OF MEETINGS OF THE BOARD
Sixteen (16) meetings of the Board of Directors of the Company were
held during the year. For details of the meetings, please refer to the Corporate
Governance Report, which forms part of the Annual Report.
32. INDEPENDENT DIRECTORS? DECLARATION
The Company has received necessary declaration from Mr. Akshay Parmar
& Mr. Rahul Chaudhary Independent Directors of the Company under Section 149(7) of the
Companies Act, 2013, that he/she meets the criteria of independence laid down under
Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations
and Disclosure Requirements) regulations, 2015. Further, there has been no change in the
circumstances which may affect their status as independent director during the year.
33. COMPANY'S POLICY OF DIRECTORS? APPOINTMENT AND REMUNERATION
The Company?s policy on Directors? appointment and
remuneration including criteria for determining qualifications, positive attributes,
independence of a director and other matters provided under section 178(3) of the Act are
available on the website of the Company under the heading investor zone at
www.imcapitals.com. We affirm that remuneration paid to the Directors is as per the terms
laid out in the nomination and remuneration policy of the Company.
34. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT
In compliance with Regulation 26(3) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, Company has formulated Code of Conduct for the
Board members and senior management personnel of the Company so that the Company?s
business is conducted in an efficient and transparent manner without having any conflict
of personal interests with the interests of the Company. All the members of the Board and
senior management personnel have affirmed compliance with the Code of Conduct. Declaration
by the Chairman It is hereby declared that the Company has obtained from each individual
member of the Board of Directors and the Senior Management confirming that none of them
has violated the conditions of the said Code of Conduct.
35. RELATIONSHIP BETWEEN DIRECTORS INTER-SE
Directors are related to each other within the meaning of the term
relative as per Section 2(77) of the Act and SEBI (Listing Obligations and
Disclosure Requirements) regulations, 2015. Details given in Corporate Governance Report
forming part of this report.
36. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
There were no guarantees or security given and investments made by the
Company however; the Company has given Loans as per Section 186 of the Companies Act,
2013. The details of the transactions are disclosed in the Note no. 33 to the financial
statements.
37. TRANSACTIONS WITH RELATED PARTIES
The particulars of contracts or arrangements with related parties
referred to in Sub- Section (1) of Section 188 in the prescribed Form AOC-2 are given in
Annexure.
38. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
During the year under review, no amount was transferred to IEPF. 39.
RISK MANAGEMENT
The Risk Management is overseen by the Audit Committee of the Company
on a continuous basis. The Committee oversees Company?s process and policies for
determining risk tolerance and review management's measurement and comparison of overall
risk tolerance to established levels. Major risks identified by the businesses and
functions are systematically addressed through mitigating actions on a continuous basis.
40. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED
SUSPENSE ACCOUNT
The Company has no shares lying in demat suspense account or unclaimed
suspense account.
41. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS
The Company has practice of conducting familiarization program of the
independent directors as detailed in the Corporate Governance Report which forms part of
the Annual Report.
42. VIGIL MECHANISM
The Company has established a vigil mechanism for adequate safeguards
against victimization of directors and employees of the Company for details please refer
to the Corporate Governance Report attached to the Annual Report.
43. PECUNIARY RELATIONSHIP OR TRANSACTIONS OF NON-EXECUTIVE DIRECTORS
During the year, the Non-Executive Directors of the Company had no
pecuniary relationship or transactions with the Company.
44. ACKNOWLEDGEMENTS
The Directors wish to convey their appreciation to business associates
for their support and contribution during the year. The Directors would also like to thank
the employees, shareholders, customers, alliance partners and bankers for the continued
support given by them to the Company and their confidence reposed in the management.
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