Dear Shareholders,
The Board of Directors hereby submits the report of the business and operations of your
Company (the Company'), along with the audited financial statements, for the
financial year ended March 31, 2023.
1. FINANCIAL HIGHLIGHTS:
(AMOUNTS IN LAKHS)
PARTICULARS |
YEAR ENDED 31.03.2023 |
YEAR ENDED 31.03.2022 |
I. Net Sales/Income from Operations |
1932.77 |
1598 98 |
II. Other Income |
0.48 |
0.54 |
III. Total Revenue (I+II) |
1933.25 |
1599.52 |
IV. Earnings Before Interest, Taxes, Depreciation and Amortization Expense |
254.04 |
49.41 |
V. Finance Cost |
10.81 |
0.38 |
VI. Depreciation and Amortization Expense |
11.08 |
1.97 |
VII. Profit Before Tax (IV-V-VI) |
232.15 |
47.06 |
VIII. Tax Expense: |
|
|
l. Current Tax Expense |
(61.11) |
(12.15) |
ii. Deferred |
(1.02) |
(0.23) |
IX. Profit After Tax (VII-VIII) |
170.02 |
34.68 |
2. REVIEW OF BUSINESS OPERATION
During the year under review, Company has earned revenue from operations of Rs. 1932.77
Lakhs as against the Revenue from Operations of Rs. 1598.98 lakhs of previous Financial
Year 2021-22. The Revenue from Operations of the company was increased by 17.27 %
over previous year.
Further, profit before tax in the financial year 2022-23 stood at Rs. 232.15 Lakhs as
compared to Rs. 47.06 Lakhs of last year and net profit after tax stood at Rs. 170.02
Lakhs compared to profit of ?.34.68 Lakhs for previous year. The profit of the Company
increased as compared to previous financial year.
3. DIVIDEND
With a view to conserve and save the resources for future prospect of the Company, your
Directors regret to declare dividend for the financial year 2022-23 (Previous year - Nil).
4. NET PROFIT TRANSFER TO RESERVE
The Company has not transferred any amount to any reserve for the financial year
2022-23. All the profit of the Company was transferred to carry forward credit balance of
Profit and Loss account of the Company.
5. CHANGE IN THE REGISTERED OFFICE:
During the year under review, there is no change in registered office of company.
6. CHANGE IN NATURE OF BUSINESS
During the year, your Company has not changed its business or object and continues to
be in the same line of business as per main object of the Company.
7. SHARE CAPITAL:
There were following changes in share capital of the Company between the end of the
financial year of the company to which the financial statements relate and the date of the
report.
The authonzed share capital of the company was increased from Rs. 3,50,00,000/- to Rs.
16,00,00,000/- divided into equity 1,200,00,000 shares of Rs. 10/-each on September 22,
2022.
The Paid up capital of the Company was increased to Rs 6,34,07,690/- divided into
63,40,769 Equity shares of Rs. 10/- pursuant to the issue of Right Shares to the members
of the company during the year under review dated February 23, 2023.
Further the Paid up capital of the Company was increased from Rs 6,34,07,690/- to Rs.
10,56,79,460/- divided into 10567946 Equity shares of Rs. 10/- pursuant to the issue of
Bonus Shares to the members of the company on May 02, 2023.
Right shares
During the year under review, The Company had issued and allotted 31,68,000 Right
Equity Shares of Rs. 10/- each allotted by the Company in pursuance of Basis of Allotment
approved by BSE Limited.
Bonus Shares
Furthermore, Board had issued and allotted 42,27,177 Bonus Shares to the existing
equity shareholders in the ratio of 2:3 i.e. 2 (two) fully paid-up equity shares for eveiy
3 (three) existing fully paid-up equity share held by the Members of the Company by
capitalizing up to Rs. 4,22,71,793/- (Rupees Four Crores Twenty-Two Lakhs Seventy-One
Thousand Seven Hundred Ninety-Three Only) from the existing securities premium account and
free reserves of the Company with the approval of shareholders and Board of Directors.
8. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Constitution of Board:
As on the date of this report, the Board comprises following Directors:
Name of Director |
Category Cum Designation |
Date of Appointment at current Term |
Total Director ship in Public Company2 |
No. of Committee1 |
|
|
|
|
in which Director is Members |
in which Director is Chairman |
Mr. Hitesh Pragajibhai Dudhagara |
Chairman and Managing Director |
September 22, 2022 |
2 |
- |
- |
Mr. Pragjibhai Meghjibhai Patel |
Whole-time Director |
September 22, 2022 |
1 |
1 |
_ |
Mrs. Ronak Hitesh Dudhagara |
Executive Director |
September 22, 2022 |
1 |
1 |
_ |
Mr. Dhruvik Bhandari |
Additional (Non-Executive Independent) Director |
July 19, 2023 |
1 |
2 |
2 |
Mr. Jignesh Sangham |
Additional (Non-Executive Independent) Director |
August 08, 2023 |
1 |
2 |
0 |
Mr. Vishal Pansara |
Additional (Non-Executive Independent) Director |
August 23, 2023 |
- |
- |
- |
1 Committee includes Audit Committee and Shareholders' Grievances Committee
across all Public Companies.
2 Excluding Section 8 Company & struck of Companies
The following Directors were appointed and resigned as follows:
Sr. No Name of Director |
DIN |
Designation |
Date of Appointment |
Date of Resignation |
1. Mr. Dipesh Pala |
05304761 |
Independent Director |
February 29, 2016 |
November 22, 2022 |
2. Mr. Kaushik Dudhagara |
08243377 |
Independent Director |
December 31, 2018 |
August 08, 2023 |
Mr. Sandip Pandya |
06783003 |
Independent Director |
November 22, 2022 |
July 18, 2023 |
3. Mr. Dhruvik Bhandan |
10019613 |
Additional (Non-Executive Independent) Director |
July 19, 2023 |
- |
4. Mr. Jignesh Sangham |
10263600 |
Additional (Non-Executive Independent) Director |
August 08, 2023 |
- |
4. Mr. Jignesh Sanghani |
02230565 |
Additional (Non-Executive Independent) Director |
August 23, 2023 |
- |
The composition of Board complies with the requirements of the Companies Act, 2013
("Act"). Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the
Company is exempted from requirement of having composition of Board as per Regulation 17
of Listing Regulations.
None of the Directors of the Company is disqualified for being appointed as Director as
specified in Section 164 (2) of the Companies Act, 2013.
9. BOARD MEETING
Regular meetings of the Board are held at least once in a quarter. The Board of the
Company regularly meets to discuss various Business opportunities. Additional Board
meetings are convened, as and when requires to discuss and decide on various business
policies, str ategies and other businesses.
During the year under review, Board of Directors of the Company met 09 (Nine) times on
May 28, 2022, August 17, 2022, August 30, 2022, November 11, 2022; November 22, 2022,
November 24, 2022, January 01, 2023, February 02, 2023 and March 16, 2023.
The details of the attendance of each Director at the Board Meetings are given below:
Name of Director |
Date of Original Appointment |
Date of Cessation |
Number of Board Meetings Eligible to attend |
Number of Board Meetings attended |
Mr. Hitesh Dudhagara |
February 17, 2005 |
- |
9 |
9 |
Mr. PragjibhaiPatel |
February 17, 2005 |
- |
9 |
9 |
Ms. Ronak Dudhagara |
February 27, 2016 |
- |
9 |
9 |
Mr. Dipesh Pala |
February 29, 2016 |
November 22, 2022 |
5 |
5 |
Mr. Kaushik Dudhagara |
December 31, 2018 |
July 18, 2023 |
9 |
9 |
Mr. Sandip Pandya |
November 22, 2022 |
August 08, 2023 |
9 |
9 |
Mr. Dhruvik Bhandan |
July 19, 2023 |
-- |
- |
- |
Mr. Jignesh Sangham |
August 08, 2023 |
- |
- |
- |
Mr. Vishal Pansara |
August 23, 2023 |
|
|
|
The gap between two consecutive meetings was not more than one hundred and twenty days
as provided m section 173 of the Act.
Independent Directors:
In terms of Section 149 of the Companies Act, 2013 and rules made there under, the
Company has three Non-Promoter Non Executive Independent Directors in line with the act.
The Company has received necessary declaration from each Independent Director under
Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence
laid down in Section 149 (6) of the Act. Further, all the Independent Directors of the
Company have registered themselves in the Independent Director Data Bank.
A separate meeting of Independent Directors was held on March 30, 2023 to review the
performance of Non-Independent Directors and Board as whole and performance of Chairperson
of the Company including assessment of quality, quantity and timeliness of flow of
information between Company management and Board.
10. BOARD DIVERSITY AND EVALUATION:
The Company recognizes and embraces the importance of a diverse board in overall
success. We believe that a truly diverse board will leverage differences in thought,
perspective, knowledge, skill, regional and industry experience, cultural and geographical
background, age, ethnicity, race and gender that will help us retain our competitive
advantage.
Pursuant to provisions of Companies Act, 2013 and Rules made there under, SEBI Listing
Regulations and Guidance Note on Board Evaluation issued by Securities and Exchange Board
of India on January 05, 2017, The Board of Directors has carried out an annual evaluation
of its own performance, performance of Individual Directors, Board Committee including the
Chairman of the Board on the basis of composition and structure, attendance, contribution,
effectiveness of process, information, functions and various criteria as recommended by
Nomination and Remuneration Committee. The evaluation of the working of the Board, its
committees, experience and expertise, performance of specific duties and obligations etc.
were carried out. The Directors expressed their satisfaction with the evaluation process
and outcome.
The performance of each of the Non-Independent Directors (including the Chairman) were
also evaluated by the Independent Directors at the separate meeting held between the
Independent Directors of the Company on March 30, 2023.
11. PERFORMANCE EVALUATION:
The Board of Directors has earned out an annual evaluation of its own performance board
committees and individual directors pursuant to the provisions of the Act.
The performance of the board was evaluated by the board after seeking inputs from all
the directors on the basis of the criteria such as the board composition and structure
effectiveness of board processes information and functioning etc.
The performance of the committees was evaluated by the board after seeking inputs from
the committee members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings etc.
The Board and the Nomination and Remuneration Committee reviewed the performance of the
individual Directors on the basis of the criteria such as the contribution of the
individual Director to e the Board and Committee Meetings like preparedness on the issues
to be discussed meaningful and constructive contribution and inputs in meetings etc. In
addition, the chairman was also evaluated on the key aspects of his role.
12. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the
best of their knowledge and ability, confirm that:
a) In preparation of annual accounts for the year ended March 31, 2023, the applicable
accounting standards have been followed and that no material departures have been made
from the same;
b) The Directors had 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 of the Company for that year;
c) The Directors had 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 had prepared the annual accounts for the year ended March 31, 2023 on
going concern basis.
e) The Directors had laid down the 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 had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
13. COMMITTEES OF BOARD
The Board of Directors, m line with the requirement of the act, has formed various
committees, details of which are given hereunder.
A. Audit Committee:
The Company has formed audit committee in line with the provisions Section 177 of the
Companies Act, 2013. Audit Committee meeting is generally held for the purpose of
recommending the half yearly and yearly financial result. Additional meeting is held for
the purpose of reviewing the specific item included in terms of reference of the
Committee.
During the year under review, Audit Committee met 06 (Six) times viz on May 28, 2022,
August 17, 2022, August 30, 2022 November 14, 2022, January 27, 2023 and March 16, 2023.
The composition of the Committee and the details of meetings attended by its members
are given below:
Name |
Category |
Designation |
Meetings during the financial year 2022-23 ' |
|
|
|
Number of in Eligible to attend |
Attended |
Mr. Kaushik Dudhagara* |
Non-Executive Independent Director |
Chairman* |
6 |
6 |
Mr. Pragjibhai Patel |
Whole-time Director |
Member |
6 |
6 |
Mr. Dipesh Pala* |
Non-Executive Independent Director |
Member |
4 |
4 |
Mr. Sandip Pandya* |
Non-Executive Independent Director |
Member |
2 |
2 |
Mr. Dhruvik Bhanderi* |
Additional NonExecutive Independent Director |
Chairman* |
|
|
Mr. Jignesh Sangham* |
Additional NonExecutive Independent Director |
Member |
|
|
*Mr. Dipesh Pala resigned on November 22, 2022. Thereon, Audit Committee was
re-constituted and Mr. Sandip Pandya was admitted as member of Audit Committee on November
22, 2022.
(Further Mr. Sandip Pandya resigned on July 19, 2023 and Mr. Dhruvik Bhanderi was
admitted as Chairman of Audit Committee on July 19, 2023.
Furthermore, Mr. Kaushik Dudhagara resigned on August 08, 2023 and Mr. Jignesh Sanghani
was admitted as member of Audit Committee on August 08, 2023.)
The Statutory Auditors of the Company are invited in the meeting of the Committee
wherever requires. Chief Financial Officer of the Company is a regular invitee at the
Meeting.
Recommendations of Audit Committee have been accepted by the Board wherever/whenever
given.
Vigil Mechanism:
The Company has established a vigil mechanism and accordingly framed a Whistle Blower
Policy. The policy enables the employees to report to the management instances of
unethical behavior actual or suspected fraud or violation of Company's Code of Conduct.
Further the mechanism adopted by the Company encourages the Whistle Blower to report
genuine concerns or grievances and provide for adequate safe guards against victimization
of the Whistle Blower who avails of such mechanism and also provides for direct access to
the Chairman of the Audit Committee in exceptional cases. The functioning of vigil
mechanism is reviewed by the Audit Committee from time to time. None of the Whistle
blowers has been denied access to the Audit Committee of the Board. The Whistle Blower
Policy of the Company is available on the website of the Company spraykmeaero@yahoo.com.
B. Stakeholder's Grievance & Relationship Committee:
The Company has constituted Stakeholder's Grievance & Relationship Committee mainly
to focus on the redressal of Shareholders' / Investors' Grievances, if any, like Transfer
/ Transmission / De-mat of Shares; Loss of Share Certificates; Nonreceipt of Annual
Report, Dividend Warrants; etc. During the year under review, Stakeholder's Grievance
& Relationship Committee met 01 (One) times viz on May 28, 2022.
The composition of the Committee and the details of meetings attended by its members
are given below:
Name |
Category |
Designation |
Number of meetings during the financial year 2022-23 |
|
|
|
Eligible to attend |
Attended |
Mr. Kaushik Dudhagara* |
Non-Executive Independent Director |
Chairman |
1 |
1 |
Mrs. Ronak Dudhagara |
Executive Director |
Member |
1 |
1 |
Mr. Dipesh Pala* |
Non-Executive Independent Director |
Member |
1 |
1 |
Mr. Sandip Pandya* |
Non-Executive Independent Director |
Member |
' |
' |
Mr. Dhruvik Bhanderi* |
Additional NonExecutive Independent Director |
Member |
|
|
Mr. Jignesh Sanghani* |
Additional NonExecutive Independent Director |
Chairman* |
|
|
*Mr. Dipesh Pala resigned on November 22, 2022. Thereon, Stakeholder's Relationship
Committee was re-constituted and Mr. Sandip Pandya was admitted as member of Stakeholder's
Relationship Committee on November 22, 2022. (Further Mr. Sandip Pandya resigned on July
19, 2023 and Mr. Dhruvik Bhanderi was admitted as member of Stakeholder's Relationship
Committee on July 19, 2023.
Furthermore, Mr. Kaushik Dudhagara resigned on August 08, 2023 and Mr. Jignesh Sanghani
was admitted as Chairman of Stakeholder's Relationship Committee on August 08, 2023.)
During the year, the Company had not received any complaints from the Shareholders.
There was no complaint pending as on March 31, 2023. "
C. Nomination and Remuneration Committee:
The Company has formed Nomination and Remuneration committee in line with the
provisions of Section 178 of the Companies Act, 2013. Nomination and Remuneration
Committee meetings are generally held for identifying the persons who are qualified to
become Directors and may be appointed in senior management and recommending their
appointments and removal.
During the year under review, Nomination and Remuneration Committee met 01 (One) times
viz on May 28, 2022.
The composition ofthe Committee and the details of meetings attended by its members are
given below:
Name |
Category |
Designation |
Number of meetings during the financial year 2022-23 |
|
|
|
Eligible to attend |
Attended |
Mr. Dipesh Pala* |
Non-Executive Independent Director |
Chairman* |
1 |
1 |
Mr. Kaushik Dudhagara* |
Non-Executive Independent Director |
Member |
1 |
I |
Mr. Hitesh Pragajibhai Dudhagara |
Managing Director |
Member |
1 |
I |
Mr. Sandip Pandya* |
Non-Executive Independent Director |
Member |
|
|
Mr. Dhruvik Bhanden* |
Additional NonExecutive Independent Director |
Chairman* |
|
|
Mr. Jignesh Sanghani* |
Additional NonExecutive Independent Director |
Member |
|
|
*Mr. Dipesh Pala resigned on November 22, 2022. Thereon, Nomination and Remuneration
Committee was re-constituted and Mr. Sandip Pandya was admitted as member of Nomination
and Remuneration Committee on November 22, 2022. (Further Mr. Sandip Pandya resigned on
July 19, 2023 and Mr. Dhruvik Bhanderi was admitted as member of Nomination and
Remuneration Committee on July 19, 2023.
Furthermore, Mr. Kaushik Dudhagara resigned on August 08, 2023 and Mr. Jignesh Sanghani
was admitted as Chairman of Nomination and Remuneration Committee on August 08, 2023.)
Nomination and Remuneration Policy:
Nomination and Remuneration Policy in the Company is designed to create a high
performance culture. It enables the Company to attract motivated and retained manpower in
competitive market, and to harmonize the aspirations of human resources consistent with
the goals of the Company. The Company pays remuneration by way of salary, benefits,
perquisites and allowances to its Executive Directors and Key Managerial Personnel. Annual
increments are decided by the Nomination and Remuneration Committee within the salary
scale approved by the members and are effective from April 1, of each year.
The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed
on the website of the Company at www.spravkinsagro.com.
14. REMUNERATION OF DIRECTOR:
The details of remuneration paid during the Financial Year 2022-23 to Directors of the
Company is provided in Form MGT-7 available on website of the company at
www.sprayking.com.The aggregate amount paid towards Directors remuneration during the FY
2022-23 is Rs. 22,25,000/-
15. PUBLIC DEPOSIT:
The company has not accepted any deposits from the public. Hence, the directives issued
by the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act,
2013 or any other relevant provisions of the Act and the Rules there under are not
applicable.
16. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS & SECURITY:
Details of Loans, Guarantees, Investments and Security covered under the provisions of
Section 186 of the Companies Act, 2013 are given m the notes to the Financial Statement.
17. SUBSIDIARIES ASSOCIATES AND JOINT VENTURE OF THE COMPANY:
Our Company does not have any Associate and Joint Venture Company but has subsidiary
named Narmada Brass Industries.
18. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All the Related Party Transactions entered into during the financial year were on an
Arm's Length basis and in the Ordinary Course of Business. There are no materially
significant Related Party Transactions, i.e exceeding 10% of the annual consolidated
turnover as per the last audited financial statement made by the Company with Promoters,
Directors, Key Managerial Personnel (KMP) and other related parties which may have a
potential conflict with the interest of the Company at large, were entered during the year
by your Company. Accordingly, the disclosure of Related Party Transactions as required
under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2 is not applicable.
Further, prior omnibus approval of the Audit Committee is obtained on yearly basis for
the transactions which are of a foreseen and repetitive nature. The transactions entered
into pursuant to the omnibus approval so granted were placed before the Audit Committee
and the Board of Directors for their approval on quarterly basis.
The details of the related party transactions for the financial year 2022-23 is given
in notes of the financial statements which is part of Annual Report.
The Policy on Related Party Transactions as approved by the Board of Directors is
available on the website of the Company at www.spravkingaaro.com
19. SECRETARIAL STANDARDS OF ICSI:
The Company is in compliance with the Secretarial Standard on Meetings of the Board of
Directors (SS-1) and General Meeting (SS-2) issued by the Institute of Company Secretaires
of India and approved by the Central Government.
20. ANNUAL RETURN
Pursuant to Section 92 of the Act and Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return is available on the website of the Company
at www.spravkingaaro.com
21. PARTICULAR OF EMPLOYEES:
The ratio of the remuneration of each whole-time director to the median of employees'
remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to
this Report as Annexure - A.
22. MATERIAL CHANGES AND COMMITMENT:
There is one material changes and commitments affecting the financial position of the
Company have occurred between the end of Financial Year of the Company i.e. March 31, 2023
to the date of this Report.
"Sprayking Agro Equipment Limited has acquired 51% equity stake for Rs. 5.10
crores vide Partnership Deed dated 27th June, 2023 in Narmada Brass Industries (a
partnership firm of Hitesh Pragjibhai Dudhagara and Ronak Hitesh Dudhagara (Directors of
Sprayking)."
23. SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by the regulators or courts or
tribunals which impact the going concern status and the Company's operations in future.
24. CORPORATE SOCIAL RESPONSIBILITY
The Company does not fall under the criteria laid under the provisions of Section 135
of the Act and rules framed there under. Therefore, the provisions of Corporate Social
Responsibility are not applicable to the Company.
25. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
To foster a positive workplace environment, free from harassment of any nature, we have
institutionalized the Anti-Sexual Harassment Initiative (AS HI) framework, through which
we address complaints of sexual harassment at the all workplaces of the Company. Our
policy assures discretion and guarantees non-retaliation to complainants. We follow a
gender-neutral approach in handling complaints of sexual harassment and we are compliant
with the law of the land where we operate.
During the year under review, there were no incidences of sexual harassment reported.
26. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
A. Conservation of energy -
i. ) The steps taken or impact on conservation of energy:
Company ensures that the operations are conducted in the manner whereby optimum
utilization and maximum possible savings of energy is achieved.
ii. ) The steps taken by the Company for utilizing alternate sources of energy:
No alternate source has been adopted.
iii. ) The capital investment on energy conservation equipment:
No specific investment has been made in reduction in energy consumption.
B. Technology absorption
i. ) The effort made towards technology absorption: Not Applicable.
ii. ) The benefit derived like product improvement, cost reduction, product
development or import substitution: Not Applicable
iii. ) in case of imported technology (imported during the last three years reckoned
from the beginning of the financial year) -
a. The details of technology imported: Nil.
b. The year of import: Not Applicable.
c. Whether the technology has been fully absorbed: Not Applicable.
d. If not fully absorbed, areas where absorption has not taken place, and the reasons
thereof: Not Applicable
iv. ) The expenditure incurred on Research and Development: Nil
C. Foreign Exchange Earnings & Expenditure:
i. ) Details of Foreign Exchange Earnings: Rs. 822.02 (Rs. in lacs)
ii. ) Details of Foreign Exchange Expenditure: Rs. 312.90 (Rs. in lacs)
27. 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.
28. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has adequate and efficient internal and external control system, which
provides protection to all its assets against loss from unauthorized use and ensures
correct reporting of transactions. The internal control systems are further supplemented
by internal audits carried out by the respective Internal Auditors of the Company and
Periodical review by the management. The Company has put in place proper controls, which
are reviewed at regular intervals to ensure that transactions are properly authonzed,
correctly reported and assets are safeguarded.
29. CORPORATE GOVERNANCE:
Pursuant to SEBI (LODR) Regulations, 2015, the report on Corporate Governance during
the period under review with the Certificate issued by M/s M Mayuri Rupareliya &
Associates., Practicing Company Secretaries, on compliance in this regards forms part
ofthis Annual Report.
30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
In terms of Regulation 34, and Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 a review of the performance of the Company, for the year
under review, Management Discussion and Analysis Report, is presented in a separate
section forming part of this Annual Report.
31. STATUTORY AUDITOR AND THEIR REPORT:
Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with rules
made thereunder, M/s. B.B. Gusani & Associates, Chartered Accountant, Jamnagar (FRN:
140785W), were appointed as Statutory Auditors of the Company to fill the casual vacancy
due to resignation of M/s. D.G.M.S & Co. Chartered Accountant, Jamnagar (FRN:
0112187W) to hold office till conclusion of the 19th Annual General
Meeting(AGM) of the Company to be held on September 21, 2023.
The Notes to the financial statements referred in the Auditors Report are
self-explanatory and therefore do not call for any comments under Section 134 of the
Companies Act, 2013. The Auditors' Report does not contain any qualification, reservation
or adverse remark. The Auditors' Report is enclosed with the financial statements in this
Annual Report.
32. REPORTING OF FRAUD:
The Auditors of the Company have not reported any fraud as specified under Section
143(12) of the Companies Act, 2013.
33. SECRETARIAL AUDITOR AND THEIR REPORT:
Pursuant to the provisions of Section 204 of the Act read with The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has
appointed M/s. M Mayuri Rupareliya & Associates, Practicing Company Secretary,
Jamnagar to conduct the Secretarial Audit of the Company for the financial year 2022-23.
The Secretarial Audit Report is annexed herewith as Annexure A to this
Report.
34. WEBSITE:
As per Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements)
Regulations 2015 the Company has maintained a functional website namely
"www.spraykingagro.com" containing basic information about the Company.
The website of the Company is containing information like Policies, Shareholding
Pattern, Financial and information of the designated officials of the Company who are
responsible for assisting and handling investor grievances for the benefit of all
stakeholders of the Company etc.
35. GENERAL
There were no transactions with respect to following matters during the year:
1. There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016.
2. There was no instance of one-time settlement with any Bank or Financial Institution
36. ACKNOWLEDGEMENT:
Your Directors wish to place on record their sincere appreciation for significant
contributions made by the employees at all levels through their dedication, hard work and
commitment, enabling the Company to achieve good performance during the year under review.
Your Directors also take this opportunity to place on record the valuable co-operation
and support extended by the banks, government, business associates and the shareholders
for their continued confidence reposed in the Company and look forward to having the same
support m all future endeavors.
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For and on behalf of Board of Directors |
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Sprayking Agro Equipment Limited |
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Sd/- |
Sd/- |
|
Hitesh Pragajibhai |
Pragjibhai |
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Dudhagara |
Meghjibhai Patel |
Place: Jamnagar |
Chairman & Managing |
Whole-time Director |
Date: 23/08/2023 |
Director |
DIN 00414510 |
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DIN 00414604 |
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