To
The Members
Ushanti Colour Chem Limited Ahmedabad
Your directors are pleased to present the 31st Annual Report of the Company
along with Audited Standalone and Consolidated Financial Statements for the financial year
ended 31st March 2024.
1. FINANCIAL RESULTS
The Financial Statements of the Company have been prepared in accordance with the
Accounting Standards (AS) notified under Section 133 of the Companies Act, 2013 (the
Act) read with Rule 7 of the (Companies Accounts) Rules, 2014. The Company's
financial performance for the year ended March 31, 2024 is summarized below:
(Amount In Lakhs)
|
Standalone |
Consolidated |
Financial Highlights |
Current Year
2023-24 |
Previous Year
2022-23 |
Current Year
2023-24 |
Previous Year
2022-23 |
Revenue from Operations |
4258.88 |
4267.83 |
5070.95 |
4399.35 |
Other Income |
268.34 |
384.58 |
132.56 |
321.92 |
Total Income |
4527.22 |
4652.41 |
5203.51 |
4721.27 |
Total Expenses |
4340.17 |
4479.3 |
5513.86 |
4629.43 |
Profit before Exceptional and Extra Ordinary items and Taxation |
187.05 |
173.11 |
(310.35) |
91.84 |
Less: Exceptional items |
- |
- |
- |
- |
Profit before Extra -Ordinary items and Taxation |
187.05 |
173.11 |
(310.35) |
91.84 |
Less: Extra -Ordinary items |
- |
- |
- |
- |
Profit before Taxation |
187.05 |
173.11 |
(310.35) |
91.84 |
Less: Current Tax |
53.9 |
- |
53.9 |
0 |
Add: Deferred Tax |
(1.85) |
(6.59) |
111.62 |
(6.17) |
Less: Other Tax Exp./Adj. for Earlier year |
0.87 |
- |
0.88 |
0.03 |
Profit After Tax |
134.13 |
179.70 |
(476.75) |
97.98 |
Less: Share in Profit/(Loss) of Minority Interest |
- |
- |
(217.14) |
(0.15) |
Profit for the year |
134.13 |
179.70 |
(259.61) |
98.13 |
2. STATE OF COMPANY'S AFFAIRS. FINANCIAL PERFORMANCE AND PROSPECTS &
DEVELOPMENTS
During the financial year 2023-24, the Company's Standalone revenues from operations is
INR 4527.22 Lakhs as against that of INR 4652.41 Lakhs for the previous year, while
consolidated revenues from operations is INR 5070.95 Lakhs as against that of INR 4399.35
Lakhs for the previous year The Business operations has posted Net Profit after Tax of INR
134.13 Lakhs as against that of INR 179.70 Lakhs for the previous year.
3. CHANGE IN NATURE OF BUSINESS, IF ANY
During the Financial Year 2023-24, the Company has not changed its nature of business.
The Company is engaged in the Business of Manufacturing Dyes and Intermediates.
4. DIVIDEND
With a view to conserve the Financial Resources, the Board of Directors has not
recommended any dividend on the Equity Shares.
There is no amount outstanding as Unpaid and Unclaimed Dividend in the Company.
5. TRANSFER TO RESERVES
The Company has a closing Balance of Rs. 4119.04 Lakhs as Reserve and Surplus as on 31st
March 2024.
The Closing Balance of Reserves and Surplus is bifurcated as follows:
Sr. No. |
Particulars |
Amount In lakhs |
1. |
Balance at the beginning of the year |
3744.91 |
2. |
Current Year's Profit |
134.13 |
3. |
Amount of Securities Premium during period/year |
240.00 |
4. |
Interim Dividend Paid |
- |
5. |
Addition/(deduction) of Capital Reserve |
- |
|
Total |
4119.04 |
6. ANNUAL RETURN
The Annual Return for Financial year 2023-24 as per provisions of the Act and Rules
thereto, is available on the Company's website at www.ushanti.com.
7. SHARE CAPITAL
As on 31st March 2024, the Share Capital structure of the Company stood as
follows:
Particulars |
No ofShares |
Amount |
Authorized Share Capital |
|
|
Equity Shares of Rs. 10/- each |
1,50,00,000 |
15,00,00,000 |
Total |
1,50,00,000 |
15,00,00,000 |
Issued, Subscribed and Paid-up Share Capital |
|
|
Equity Shares of Rs. 10/- each |
1,07,01,700 |
10,70,17,000 |
Total |
1,07,01,700 |
10,70,17,000 |
Preferential Issue:
During the year under review, the Board of Directors of the Company at their meeting
held on Tuesday, August 29, 2023 have approved the Raising of funds by issue of upto
400,000 (Four Lakh) fully paid up Equity Shares (Equity Shares) of face value
of INR 10/- (Rupees Ten Only) each at a price of INR 70/- (Rupees Seventy only) each which
includes a premium of INR 60/- (Rupees Sixty only) per Equity Share, being the issue price
determined in accordance with the provisions of the Companies Act, 2013, The SEBI (Issue
of Capital and Disclosure Requirements) Regulations, 2018 as amended from time to time,
aggregating upto INR 2.80 Crores (Rupees Two Crores Eighty Lakhs only) to the NonPromoters
Allottees.
Further, the said Issue was approved by Shareholders of the Company by passing Special
Resolution at the 30th Annual General Meeting held on 27th September 2023 and the National
Stock Exchange of India had granted in-principal approval for the said issue vide letter
dated 29th September 2023.
Further, the Board have approved the allotment of 4,00,000 Fully Paid-Up Equity Shares
of face value of INR 10/- (Rupees Ten only) each at an issue price of INR 70/- (Rupees
Seventy only) per Equity Shares inclusive of premium of INR 60/- (Rupees Sixty only) per
share on preferential basis to the Non-Promoters upon receipt of Equity Share Subscription
money amounting to INR 2,80,00,000/- (Rupees Two Crore Eighty Lakhs Only) in a Separate
bank account opened for this purpose with the Kotak Mahindra Bank Limited. The Allotted
Equity Shares were listed on traded on National Stock Exchange of India.
As on 31st March 2024, the details of utilization of funds raised by way of
Preferential Issue of are as follows:
Sr.
No. |
Objects as stated in the explanatory statement to the notice for
the General Meeting |
Amount proposed to be utilized |
Actual amount utilized for the Objects stated in the explanatory
statement to the notice for the General Meeting |
Unutilized Amount |
Amount of Deviation/ Variation for the quarter according to applicable
object |
1. |
To meet the working capital requirements. |
INR 210 Lakhs - INR 230 Lakhs |
INR 280.00 Lakhs |
-- |
-- |
2. |
For general corporate purpose. |
INR 50.00 Lakhs- INR 70.0 Lakhs |
NIL |
-- |
-- |
|
Total |
INR 280.00 Lakhs |
INR 280.00 Lakhs |
-- |
-- |
Except as disclosed above, the Company has not issued any Shares with or without
differential rights or Debentures or any other securities by way of public offer, Private
Placement, Preferential allotment, Rights issue, Bonus Issue, Sweat Equity Shares, and
Employee Stock Option Scheme or in any such other manner.
Rights Issue:
During the year under review, the Board of Directors have approved the raising of funds
by way of offer, issue and allotment of Equity shares of face value of INR 10/- each to
the existing members of the Company on rights basis (Rights Issue), at such
price and right entitlement ratio as may be decided by the Board of Directors or a duly
constituted Rights Issue Committee of the Board to the eligible Equity shareholders of the
Company, as on the record date, for an amount aggregating up to INR 3.00 Crores (Rupees
Three Crores only), subject to receipt of necessary regulatory/statutory approvals and
consent as may be necessary/required for compliance of applicable laws, including the
provisions of the SEBI (ICDR) Regulations, 2018, as amended, the SEBI (LODR) Regulations,
2015, as amended and the Companies Act, 2013 as amended.
Depository System:
As the members are aware, the Company's Equity Shares are compulsorily tradable in
electronic form. As on 31st March 2024, 100% of the Company's total paid up
Equity Capital representing 1,07,01,700 Equity shares are in dematerialized form.
The SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 mandate
that the transfer, except transmission and transposition, of securities shall be carried
out in dematerialized form only. In view of the numerous advantages offered by the
Depository system as well as to avoid frauds, members holding shares in physical mode are
advised to avail of the facility of dematerialization from either of the depositories.
8. NUMBER OF MEETINGS OF THE BOARD
The Board of Directors met Nine (9) times during the financial year, and the details of
the meeting are as follows:
Sr.
No |
Date of Meeting |
1. |
07 April 2023 |
2. |
29 May 2023 |
3. |
03 August 2023 |
4. |
29 August 2023 |
5. |
05 October 2023 |
6. |
11 November 2023 |
7. |
22 December 2023 |
8. |
25 lanuary 2024 |
9. |
15 March 2024 |
Name of the Director(s) |
No of Board Meetings attended |
Attendance at the last AGM held on 27th September, 2023 |
|
Held/Entitled |
Attended |
|
Mr. Maunal Shantilal Gandhi |
9 |
9 |
Yes |
Mr. Minku Shantilal Gandhi |
9 |
9 |
Yes |
Mrs. Hanisha finish Patel |
9 |
9 |
Yes |
Mrs. Purvi Tapan Trivedi |
9 |
9 |
Yes |
Mr. Shantilal Bhailalbhai Gandhi |
5 |
5 |
Yes |
Mr. Tejas Pravinkumar Shah |
9 |
9 |
Yes |
Mr. Arjun Maunal Gandhi |
4 |
4 |
Yes (As a Shareholder) |
The intervening gap between the meetings was within the period prescribed under the
Companies Act, 2013. Every Director currently on the Board of the Company has personally
attended at least one Board / Committee of Directors' Meeting in the financial year
2023-24. All the information required to be furnished to the Board was made available
along with a detailed Agenda.
As per Schedule IV of the Companies Act, 2013, a separate meeting of Independent
Directors without the attendance of Non-Independent Directors was held on 25th
January 2024 to discuss the agenda items as required under the Companies Act, 2013 and
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The Independent Directors reviewed the performance of non-independent
directors and the Board as whole,
reviewed the performance of the Chairman of the Company taking into account the views
of executive and non-executive directors and assessed the quality, quantity and timeliness
flow of information between the Company Management and the Board that is necessary for the
Board to effectively and reasonably perform their duties. The Independent Directors
expressed their satisfaction with overall functioning and implementations of their
suggestions.
The Board meets at least once in every half year to review half yearly performance,
business operations, general affairs of the Company and considering approval of financial
results. The agenda along with notice of each meeting in writing is circulated in advance
to the Board Members. The Board is also free to recommend the inclusion of any method for
discussion and consideration in consultation with the Chairman. The information as
specified in Schedule II of the Securities Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 is regularly made available to the Board.
The minutes of the meeting of Board and its Committees are captured in accordance with the
provisions of the Companies Act, 2013 and the Companies (Meetings of Board and its Powers)
Rules, 2014 and Secretarial Standards in respect of Board Meeting and also circulated in
advance to all Directors and Members of the Committee and confirmed at subsequent meeting.
During the year under review, the Company has complied with the provisions of
Secretarial Standard 1 (relating to Meetings of the Board of Directors) and Secretarial
Standard 2 (relating to General Meetings) issued by the Institute of the Company
Secretaries of India.
9. ANNUAL GENERAL MEETING, EXTRA ORDINARY GENERAL MEETING AND POSTAL BALLOT:
The 30th Annual General Meeting (AGM) of the Company was held on Wednesday, 27th day of
September 2023 at 02.00 PM IST. All the filings and requirements were made within the due
timelines with respect to the 30th AGM.
There were no Extra-Ordinary General Meetings were held during the year under review.
During the year under review, One Postal Ballot was conducted to obtain the approval of
the Shareholders for the following matters:
Approval for Migration of the Securities of the Company from Emerge Platform of
National Stock Exchange of India Limited to the Main Board Platform of National Stock
Exchange of India Limited.
Approval for Application of listing/trading of the Company on Main Board of BSE
Limited (BSE).
The Postal Ballot was completed on 06th April 2023 and the results was
declared on 08th April 2023.
10. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to section 134(5) of the Companies Act, 2013, Your Directors state that:
(a) In the preparation of the annual accounts for the year ended 31st March,
2024, the applicable accounting standards had been followed and there are no material
departures from the same.
(b) The Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at 31st March, 2024 and of
the profit of the Company for the year ended on that date,
(c) The Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities,
(d) The Directors have prepared the annual accounts on a going concern basis,
(e) The directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively and
(f) The Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
11. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT.2013
Loiour mem Limitea
The Company has disclosed the full particulars of the loans given, investments made or
guarantees given or security provided as required under section 186 of the Companies Act,
2013, Regulation 34(3) and Schedule V of the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 in Notes forming part of the financial statements.
12. RELATED PARTY TRANSACTIONS:
During the financial year 2023-24, all transactions entered into with the Related
Parties as defined under Section 2(76) of the Companies Act, 2013 read with the Companies
(Specification of Definitions Details) Rules, 2014 and Regulation 23 of the Securities
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 were in the ordinary course of the business and carried on an arm's length basis.
The Company has a process in place to periodically review and monitor Related Party
Transactions. The Audit Committee has approved all related party transactions for the
financial year 2023-24 and estimated transactions for financial year 2024-25. There were
no materially significant related party transactions that may conflict with the interest
of the Company.
The Policy on materiality of related party transactions and dealing with related party
transactions as approved by the Board of Directors may be accessed on the Company's
website. Disclosures on related party transactions are set out in the Notes to the
Financial Statements forming part of this Annual Report.
The disclosure of related party transactions as required under Section 134(3) (h) of
the Companies Act, 2013 in the Form AOC-2 is set out herewith as ANNEXURE I
and forms an integral part to this Report
13. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY
The Company has adequate internal controls and checks in commensurate with its size and
activities. The Board has adopted the policies and procedures for ensuring the orderly and
efficient conduct of its business, including, the safeguarding of its assets, the
prevention and detection of frauds and errors, the accuracy and completeness of the
accounting records, and the timely preparation of reliable financial disclosures.
The Report on the Internal Financial Control under Clause (i) of sub section 3 of
Section 143 of the Companies Act, 2013 is forming part of the financial statement for the
year under review.
14. CORPORATE GOVERNANCE
The Equity Shares of the Company are listed on the SME platform (NSE-emerge) of NSE
Limited. Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 relating to Corporate Governance is not applicable to the Company listed
on the SME platform (NSE-emerge) of NSE. Hence the Company is not required to disclose
information as covered under Para (C), (D) and (E) of Schedule V of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
15. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE
COMPANY
In terms of Section 134(3) (l) of the Companies Act, 2013, except as disclosed
elsewhere in this Report, no material changes and commitments which could affect the
Company's financial position have occurred between the end of the financial year of the
Company and date of this Report.
16. SEGMENT WISE PERFORMANCE:
The Company has only one reportable segment of activity i.e. Manufacturing of
Dyes and Intermediates, in accordance with the definition of Segment as
per the Accounting Standards. The performance of the Company is discussed separately in
this Report.
17. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to Section 125(2) of the Companies Act, 2013, it is required to transfer the
amount of dividend remaining unpaid or unclaimed for a period of seven years to the
Investor Education and Protection Fund (IEPF).
During the year under review, there was no unpaid or unclaimed dividend amount having
in the Unpaid Dividend Account for a period of 7 years from the date of
transfer of such unpaid dividend to the said account. Therefore, there were no funds which
were required to be transferred to Investor Education and Protection Fund.
18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO
Loiour mem Limitea
The particulars relating to conservation of energy, technology absorption, foreign
exchange earnings and outgo, as required to be disclosed under the Act pursuant to Section
134(3)(m) of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts)
Rules, 2014 is given as an Annexure II' to this Report.
19. RISK MANAGEMENT POLICY OF THE COMPANY
The Company has in place, a mechanism to identify, access, monitor and mitigate various
risks towards the key business objectives of the Company. Major risk identified by the
business and functions are systematically addressed through mitigating actions on a
continuing basis.
20. CORPORATE SOCIAL RESPONSIBILITY
The Company is not required to give information relating to Corporate Social
Responsibility as the Company does not fall under the applicable threshold limit mentioned
under section 135 of the Companies Act, 2013.
21. DIRECTORS AND KEY MANAGERIAL PERSONNEL
As on March 31, 2024, the Board comprised of Six (6) Directors out of which Two (2) are
an Executive and Managing Directors, one (1) is Non-Executive and Non-Independent Director
and other Three (3) are Independent Directors. The composition of the Board is in
conformity with the Companies Act, 2013 and the Securities Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
Appointments:
During the financial year ended 31st March 2024, Mr. Shantilal Bhailalbhai
Gandhi (DIN: 00118509) was appointed as Additional Director of the Company by the Board at
their meeting held on 29th August 2023.
Subsequently, the Shareholders approved the appointment of Mr. Shantilal Bhailalbhai
Gandhi (DIN: 00118509) as Chairman and Non-Executive Non-Independent Director of the
Company at the 30th Annual General Meeting held on 27th September
2023.
Retire by Rotation:
Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the
Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of
Association of your Company, Mr. Shantilal Bhailalbhai Gandhi (DIN: 00118509),
Non-Executive and Non-Independent Director of the Company is liable to retire by rotation
at the ensuing AGM and being eligible offered himself for re-appointment.
An appropriate resolution for his re-appointment is being placed for your approval at
the ensuing AGM. The brief resume of Mr. Shantilal Bhailalbhai Gandhi (DIN: 00118509), and
other related information has been detailed in the Notice forming part of this Annual
Report.
Your directors recommend his re-appointment as Non-Executive and Non-Independent
Director of your Company. Retirements and Resignations along with facts of resignation:
During the Financial Year 2023-24, Mr. Arjun Maunal Gandhi (DIN: 09254434),
Non-Executive and Non-Independent Director of the Company tendered his resignation from
post of director vide his resignation letter dated August 29, 2023, due to his personal
commitment, w.e.f. closure of business hours of August 31, 2023.
Key Managerial Personnel:
During the financial year 2023-24, Ms. Anjali Mukeshbhai Samani, Company Secretary and
Compliance Officer of the Company has resigned from her post with effect from the closing
of the business hours on 01st December 2023 to pursue better career
opportunities.
Consequently, due to resignation of Ms. Anjali Mukeshbhai Samani from the position of
Company Secretary and Compliance Officer of the Company with effect from 01st
December 2023, the Board of Directors, in their meeting held on 25th January
2024, has approved appointment of Ms. Vishakha Tanwar as a Company Secretary and
Compliance Officer of the Company with effect from 25th January 2024.
As on 31st March 2024, pursuant to the provisions of Section 203 of the
Companies Act, 2013, Mr. Minku Shantilal Gandhi, Managing Director, Mr. Maunal Shantilal
Gandhi, Managing Director, Mr. Pradip Bhadriklal Parikh, Chief Financial Officer and Ms.
Vishakha Tanwar, Company Secretary & Compliance Officer are the Key Managerial
Personnel of your Company.
Annual Evaluation of Board's Performance:
In terms of the requirement of the Companies Act, 2013 and the Securities &
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 ('Listing Regulations'), an annual performance evaluation of the Board, its
Committees and the Directors was undertaken which included the evaluation of the Board as
a whole, Board Committees and peer evaluation of the Directors. The criteria for
performance evaluation covers the areas relevant to the functioning of the Board and Board
Committees such as its composition, oversight and effectiveness, performance, skills and
structure etc. The performance of individual directors was evaluated on parameters such as
preparation, participation, conduct, independent judgment and effectiveness. The
performance evaluation of Independent Directors was done by the entire Board of Directors
and in the evaluation of the Directors, the Directors being evaluated had not
participated.
Declaration of Independence:
Your Company has received declarations from all the Independent Directors under Section
149(7) of the Companies Act, 2013 confirming that they fulfill the criteria of
independence as prescribed under Section 149(6) of the Companies Act, 2013 read with the
Schedules and Rules issued thereunder as well as under Regulation 16(b) of the Securities
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015.
All the Independent Directors of the Company have registered themselves with the Indian
Institute of Corporate Affairs (IICA).
Familiarization Program for Independent Directors
At the time of the appointment of an Independent Director, the Company issues a formal
letter of appointment outlining his/ her role, function, duties and responsibilities.
Further, the Independent Directors are introduced with the corporate affairs, new
developments and business of the Company from time to time. The Familiarization program is
also available on the website of the Company www.ushanti.com.
Pecuniary relationship
During the year under review, except those disclosed in the Audit Financial Statements,
the non-executive directors of the Company had no pecuniary relationship or transactions
with the Company.
Code of Conduct
Your Company has adopted a Code of Conduct for all the employees including Board
Members and Senior Management Personnel of the Company in accordance with the requirement
under the Securities Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The Code of Conduct has been posted on the website of the
Company www.ushanti.com. All the Board Members and the Senior Management Personnel have
affirmed their compliance with the said Code of Conduct for the financial year ended 31st
March 2024.
22. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company has One (1) Subsidiary as on 31st March 2024. There are no
associate 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 No. AOC-1
is given as an 'Annexure III' to this Report.
Financial accounts of Subsidiary Company for the Financial Year 2023-24 are available
for inspection by any Member at the Registered Office of your Company, during normal
business hours on all working days, up to the date of the 31st Annual General
Meeting of the Company, a copy of which can also be sought by any Member on making a
written request to the Secretarial Department of your Company in this regard.
Further, pursuant to the provisions of Section 136 of the Act, the financial statements
of the Company, consolidated financial statements along with relevant documents and
separate audited financial statement in respect of subsidiary, is available on the website
of the Company, www.ushanti.com.
23. PUBLIC DEPOSITS
The Company has not accepted any public deposits, nor any amount of principal or
interest thereof was outstanding in terms of Sections 73 and 74 of the Companies Act, 2013
read with the Companies (Acceptance of Deposits) Rules, 2014, for the financial year
ended.
The Company has received declarations from its directors that all the Loans extended/to
be extended by them to the Company are their owned funds only and not borrowed from any
person or entity.
24. AUDITOR AND AUDITOR'S REPORT Statutory Auditors
M/s. DJNV & Co., Chartered Accountants, (FRN: 115145W), were appointed as Statutory
Auditors of the Company at the 26th AGM held on 28th September 2019 till the conclusion of
the 31st AGM of the Company. The period of five year was completed in the Company. The
Board of Directors at its meeting held on 31st August 2024, has recommended
reappointment of M/s. DJNV & Co., Chartered Accountants, (FRN: 115145W) as Statutory
Auditors of the Company for a second consecutive term of five years, from the conclusion
of this 31st Annual General Meeting till the conclusion of the 36th
Annual General Meeting to be held for the Financial Year 2028-29 to conduct the Statutory
Audit from financial year 2024-25 to financial year 2028-29.
M/s. DJNV & Co., Chartered Accountants, (FRN: 115145W), have consented to the
aforesaid appointment and confirmed that their appointment, if made, will be within the
limits specified under Section 141(3) (g) of the Companies Act, 2013. They have further
confirmed that they are not disqualified to be appointed as the Statutory Auditors in
terms of the Companies Act, 2013 and the rules made thereunder. They have also confirmed
that the Firm is also a Peer Reviewed Firm of Chartered Accountants, and the Peer Review
Certificate has already been issued by the ICAI and the same has been placed before the
Board for due identification.
Pursuant to Section 139 of the Companies Act, 2013, approval of the members is required
for appointment of the Statutory Auditors and fixing their remuneration by means of an
ordinary resolution. Accordingly, approval of the members is sought for appointment of
M/s. DJNV & Co., Chartered Accountants, (FRN: 115145W) as the Statutory Auditors of
the Company to hold office for a period of 5 (Five) consecutive years to hold office from
the conclusion of this 31st Annual General Meeting till the conclusion of the
36th Annual General Meeting of the Company to conduct the Statutory Audit from
financial year 2024-25 to financial year 2028-29.
The Auditors' Report for the Financial Year ended 31st March 2024 forms part
of the Annual Report and does not contain any qualification, reservation or adverse
remarks.
Cost Auditors
Provision of Cost Audit is not applicable on your Company. Accordingly, your Company is
not required to conduct the cost audit for the financial year ended 31st March
2024.
Internal Auditors
During the year under the preview, as per section 138 of the Companies Act, 2013 &
Rules framed thereunder and based on recommendation of the Audit Committee of your
Company, the Board of Directors of your Company has appointed Mrs. Mital Dipeshbhai Shah
as Internal Auditor of the Company for the financial year 2023-24.
The Internal Audit Reports for Financial Year ended 31st March 2024 does not
contain any qualification, reservation or adverse remarks.
Secretarial Audit:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company
has appointed M/s Kunal Sharma & Associates to conduct the Secretarial Audit of your
Company. The Secretarial Audit Report is annexed herewith as "Annexure - IV to
this Report.
There are no adverse observations in the Secretarial Audit Report which call for
explanation.
25. EXPLANATION ON AUDITORS REPORT
Statutory Auditor
The notes to the accounts referred to in the Auditors' Report are self-explanatory and
therefore do not call for any separate or further comments or explanations.
Secretarial Auditor
The notes to the accounts referred to in the Auditors' Report are self-explanatory and
therefore do not call for any separate or further comments or explanations.
26. PARTICULARS OF EMPLOYEES
Disclosures with respect to the remuneration of Directors as required under Section 197
(12) of the Companies Act, 2013 and Rule 5 (1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are given in ANNEXURE V
that forms part of this Report.
No employee of the Company was in receipt of remuneration more than the limits
specified under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, during the financial year ended 31st March 2024.
27. COMMITTEES OF THE BOARD:
As on 31st March 2024, the Board of Directors has following committees:
a. Audit Committee.
b. Nomination and Remuneration Committee.
c. Stakeholder's Relationship Committee.
Audit Committee
As on 31st March 2024, the composition of Audit Committee is as follows:
Name |
Designation |
Nature of Directorship |
Mrs. Hanisha Jinish Patel |
Chairperson |
Independent Director |
Mrs. Purvi Tapan Trivedi |
Member |
Independent Director |
Mr. Tejas Pravinkumar Shah |
Member |
Independent Director |
Mr. Maunal Shantilal Gandhi |
Member |
loint Managing Director |
The composition and terms of reference of the Audit Committee are in conformity with
the Section 177 of the Companies Act, 2013 together with Regulation 18 of the Securities
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015. All the minutes of the Audit Committee are placed before the Board for its
information. All the members of the Audit Committee are financially literate and have
requisite experience in financial management.
The composition and terms of reference of the Audit Committee are in conformity with
the Section 177 of the Companies Act, 2013 together with Regulation 18 of the Securities
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015. All the minutes of the Audit Committee are placed before the Board for its
information. All the members of the Audit Committee are financially literate and have
requisite experience in financial management.
The terms of reference of the Audit Committee are as under:
Overseeing the company's financial reporting process and the disclosure of its
financial information to ensure that the financial statement is correct, sufficient and
credible;
Recommending to the Board for appointment, re-appointment and if required, the
replacement or removal of the Statutory Auditor and the fixation of the fees;
Approval of payment to statutory auditors for any other services rendered by the
statutory auditors;
Reviewing, with the management, the annual financial statements and auditor's
report thereon before submission to the board for approval, with particular reference to:
(a) Matters required being included in the Director's Responsibility Statement to be
included in the Board's report in terms of clause (c) of sub-section 3 of section 134 of
the Companies Act, 2013.
(b) Changes, if any, in accounting policies and practices and reasons for the same
(c) Major accounting entries involving estimates based on the exercise of judgment by
management.
(d) Significant adjustments made in the financial statements arising out of audit
findings
(e) Compliance with listing and other legal requirements relating to financial
statements
(f) Disclosure of any related party transactions
(g) Qualifications in the draft audit report
Reviewing, with the management, the quarterly financial statements before
submission to the board for approval;
Reviewing with the management, the statement of uses / application of funds
raised through an issue (public issue, rights issue, preferential issue, etc.), the
statement of funds utilized for purposes other than those stated in the offer document /
prospectus / notice and the report submitted by the monitoring agency monitoring the
utilization of proceeds of a public or rights issue, and making appropriate
recommendations to the Board to take up steps in this matter;
The Audit Committee met Six (6) times during the financial year and the details of the
meeting are as follows:
Sr.
No |
Date of Meeting |
Attendance of Chairman/Members |
1. |
07th April, 2023 |
Chairman & All other members were present |
2. |
29th May, 2023 |
Chairman & All other members were present |
3. |
03rd August 2023 |
Chairman & All other members were present |
4. |
29th August 2023 |
Chairman & All other members were present |
5. |
11th November 2023 |
Chairman & All other members were present |
6. |
22nd December 2023 |
Chairman & All other members were present |
Mrs. Hanisha Jinish Patel, Chairperson of the Audit Committee was present at the last
Annual General Meeting. The Company Secretary of the Company is the Secretary of the
Committee. The Internal Auditor and the representatives of the Statutory Auditors also
attend the Audit Committee meetings, besides the executives invited by the Audit Committee
to be present thereat. The Internal Auditor presented their report directly to the Audit
Committee.
Nomination and Remuneration Committee
As on 31st March 2024, the composition of Nomination and Remuneration
Committee is as follows:
Name |
Designation |
Nature of Directorship |
Mrs. Hanisha Jinish Patel |
Chairperson |
Independent Director |
Mr. Tejas Pravinkumar Shah |
Member |
Independent Director |
Mrs. Purvi Tapan Trivedi |
Member |
Independent Director |
The Composition of this committee is also in compliance with the requirements of
Section 178 of the Companies, Act 2013, and the Securities Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015. The compensation
grades of the senior managerial personnel are governed by the HR policies of the Company.
Managerial remuneration is regulated in terms of Section 197, 198, Schedule V and other
applicable provisions of the Companies Act, 2013.
Terms of reference
Reviewing with the management performance of statutory and internal
auditors, adequacy of the internal control systems;
Reviewing the adequacy of internal audit function, if any, including the
structure of the internal audit department, staffing and seniority of the official heading
the department, reporting structure coverage and frequency of internal audit.
Scrutiny of Inter-Corporate Loans and Investments.
Valuation of undertakings or assets of the Company, wherever it is necessary.
Discussions with internal auditors any significant findings and follow up
thereon.
Reviewing the findings of any internal investigations by the internal auditors
into matters where there is suspected fraud or irregularity or a failure of internal
control systems of a material nature and reporting the matter to the Board.
Discussions with statutory auditors before the audit commences, about the nature
and scope of audit as well as postaudit discussion to ascertain any area of concern.
To look into the reasons for substantial defaults in the payment to the
depositors, debenture holders, shareholders (in case of non-payment of declared dividends)
and creditors.
The Audit Committee shall mandatorily review the following information.
a. Management discussion and analysis of financial condition and results of operations;
b. Statement of significant related party transactions (as defined by the audit
committee), submitted by Management ;
c. Management letters/letters of internal control weaknesses issued by the statutory
auditors ;
d. Internal audit reports relating to internal control weakness ; and
e. The appointment, removal and terms of remuneration of the internal auditor shall be
subject to review by the Audit Committee.
To review the functioning of the Whistle Blower mechanism;
Approval of appointment of CFO (i.e., the whole-time Finance Director or any
other person heading the finance function or discharging that function) after assessing
the qualifications, experience and background, etc. of the candidate;
To look into any other matter which may be referred to it by the Board.
In addition to the above, the Committee shall have such functions / role /
powers as may be specified in the Companies Act, Listing Agreement with Stock Exchanges or
any other applicable law.
The terms of reference of the Nomination and Remuneration Committee are as under:
The Committee shall have meetings periodically as it may deem fit.
The Committee shall invite such of the executives to be present at the meetings
of the Committee required by it.
The Committee shall have the following powers and functions:
a. Identify persons who are qualified to become directors and persons who may be
appointed in senior
management in accordance with the criteria laid down, and recommend to the Board their
appointment and removal;
b. Carry on the evaluation of every Director's performance;
c. Formulate criteria for determining qualifications, positive attributes and
independence of a Director;
d. Recommend to the Board a policy, relating to the remuneration of the directors, Key
Managerial Personnel and other employees;
e. Formulate criteria for evaluation of Independent Directors and the Board; and
f. Devise a policy on Board Diversity;
g. Recommend to the Board, all remuneration, in whatever form, payable to senior
management.
To administer and supervise Employee Stock Option Schemes (ESOS) including
framing of policies related to ESOS and reviewing grant of ESOS.
To Review HR Policies and initiatives.
In accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the
Securities Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board of Directors has formulated the Nomination and Remuneration
Policy of the Company.
The Details of Remuneration paid to all the Directors have been included in the Annual
Financial Statements and forms part of this Report. The Company does not have any stock
option scheme for any of its directors or employees.
The Policy of Nomination and Remuneration Committee has been placed before Website of
the Company.
The Nomination and Remuneration Committee met Three (3) times during the financial
year, and the details of the meeting are as follows:
Sr. No |
Date of Meeting |
Attendance of Chairman/Members |
1. |
29th May 2023 |
Chairman & All other members were present |
2. |
29th August 2023 |
Chairman & All other members were present |
3. |
25th lanuary 2023 |
Chairman & All other members were present |
Mrs. Hanisha Jinish Patel, Chairperson of the Nomination and Remuneration Committee was
present at the last Annual General Meeting.
Stakeholder's relationship Committee.
As on 31st March 2024, the composition of Stakeholder's relationship
Committee is as follows:
Name |
Designation |
Nature of Directorship |
Mrs. Purvi Tapan Trivedi |
Chairperson |
Independent Director |
Mrs. Hanisha Jinish Patel |
Member |
Independent Director |
Mr. Tejas Pravinkumar Shah |
Member |
Independent Director |
Terms of Reference
The terms of reference of the Committee are as under:
To specifically look into the Redressal of Investors' Grievances pertaining to:
a. Transfer and Transmission of Shares and Debentures.
b. Non-Receipt of Annual Reports.
c. Dividends, Interests and Redemption Proceeds of Debentures.
d. Dematerialization of Shares and Debentures.
e. Replacement of Lost, Stolen, Mutilated Share and Debenture Certificates.
f. Non-receipt of Rights, Bonus, Split Share Certificates.
To look into other related issues towards strengthening Investors' Relations.
To consider and approve issuance of Share/Debenture Certificates including
Duplicate Share/ Debenture Certificates.
The Stakeholder's relationship Committee met Four (4) times during the financial year,
and the details of the meeting are as follows:
Sr.
No |
Date of Meeting |
Attendance of Chairman/Members |
1. |
29th May, 2023 |
Chairman & All other members were present |
2. |
29th August 2023 |
Chairman & All other members were present |
3. |
11th November 2023 |
Chairman & All other members were present |
4. |
15th March 2024 |
Chairman & All other members were present |
During the year, the Company had not received any complaints from the Shareholders.
There was no complaint pending as on 31st March 2024.
Mrs. Purvi Tapan Trivedi, Chairman of the Stakeholder's relationship Committee was
present at the last Annual General Meeting of the Company. The Company Secretary of the
Company is the Secretary of the Committee.
Ms. Vishakha Tanwar has been appointed as the Company Secretary and Compliance Officer
as required by the Securities Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015. She has been entrusted with the task of overseeing the
Share Transfer work done by the Registrars and Share Transfer Agents and attending to
grievances of the Shareholders and Investors intimate to the Company directly or through
SEBI and Stock Exchanges.
All Share transfer and correspondence thereon are handled by the Company's Registrars
and Share Transfer Agents viz. Big Share Services Private Limited.
There are no pending legal matters, in which the Company has been made a party, before
any other Court(s)/ Consumer Forum(s) etc., on Investors grievances.
28. INSURANCE
All the assets of your Company including buildings, machineries, fixtures, other fixed
assets, stocks-raw materials, WIP, finished goods, etc. have been adequately insured.
29. SIGNIFICANT/MATERIAI, ORDERS PASSED BY THE REGULATORS
There are no significant/material orders passed by the Regulators or Courts or
Tribunals which would impact the going concern status of your Company and its future
operations.
30. FRAUDS REPORTED BY AUDITORS
No frauds are reported by the Auditors which fall under the purview of sub section (12)
of Section 143 of the Companies Act, 2013.
31. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has established a vigil mechanism and accordingly framed a Whistle Blower
Policy. The policy enables directors and employees to disclose their concerns and
grievances on Unethical Behaviour and Improper/Illegal Practices and Wrongful Conduct
taking place in the Company for appropriate action. Through this Policy, the Company
provides necessary safeguards to all such persons for making sheltered disclosures in good
faith.
The Vigil Mechanism team was framed by Board in its Board Meeting held on 27th
April, 2018 and it comprises of the following:
Sr. No. |
Name |
Status |
1. |
Mr. Maunal Shantilal Gandhi |
Vigilant Officer |
To look into the reasons for any defaults in the payment to the Depositors,
Debenture Holders, Shareholders (in case of nonpayment of Declared Dividends) and
Creditors.
To review the reports submitted by the Registrars and Share Transfer Agents of
the Company at half-yearly basis.
To Review of adherence to the service standards adopted by the Company in
respect of various services being rendered by the Registrar & Share Transfer Agent.
To Review of measures taken for effective exercise of voting rights by
shareholders.
To Review of the various measures and initiatives taken by the Company for
reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend
warrants/annual reports/statutory notices by the shareholders of the Company.
2. |
Mrs. Purvi Tapan Trivedi |
Member |
3. |
Mrs. Hanisha Jinish Patel |
Member |
During the year under review, no grievances received by the Company. The Vigil
Mechanism is available on the website of the Company at www.ushanti.com.
32. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013
Your Company is committed to providing and promote a safe, healthy and congenial
atmosphere irrespective of gender, caste, creed or social class of the employees. During
the year under review, there was no case filed pursuant to the sexual harassment of Women
at workplace (Prevention, Prohibition and Redressal) Act, 2013.
33. WEBSITE
The Company is having website as www.ushanti.com. All the requisite details and policy
are placed on the website of the Company.
34. MANAGEMENT AND DISCUSSION ANALYSIS
The Management Discussion and Analysis Report as required under Regulation 34 and
Schedule V of the Securities & Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 forms an integral part of this Report and
provides overview of the business and operations of the Company.
35. INDUSTRIAL RELATIONS
The relationship with employees at all level remained cordial and harmonious during the
year. We appreciate for committed contribution made by employees of the Company at all the
levels to sustain during the challenging business scenario.
36. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:
The Board of Directors has adopted the Insider Trading Policy in accordance with the
requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider
Trading policy of the Company lays down guidelines and procedures to be followed, and
disclosures to be made while dealing with shares in the Company as well as the
consequences of violation. The Policy has been formulated to regulate, monitor and ensure
the reporting of deals by the employees and to maintain the highest ethical standards of
dealing in the Company's Shares. The Code is also available on the website of the Company.
The Company has adopted the amended Code of Practices and Procedures for Fair
Disclosure of Unpublished Price Sensitive Information in terms of the SEBI (Prohibition of
Insider Trading) Regulation, 2015 (as amended). The same has been filed with the BSE
Limited and also uploaded on the website of the Company.
37. BOARD DIVERSITY:
The Company recognizes the importance of a diverse Board in its process. 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 which will help to provide better directions and supervision to
the affairs of the Company. The Board has adopted the Board diversity policy which sets
out the approach to diversity of the Board of Directors. The Policy is also available on
the website of the Company.
38. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL
AND SENIOR MANAGEMENT OF THE COMPANY:
As per provision of Section 178 of the Companies Act, 2013, the Company prepared 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 Companies Act, 2013.
The policy itself drives the remuneration criteria which depends upon performance and
is reasonable and sufficient to attract, retain and motivate director for running company
smoothly. The remuneration and sitting fees paid by the Company are within the salary
scale approved by the Nomination and Remuneration Committee, Board and Shareholders.
In accordance with the Nomination and Remuneration Policy, the Nomination and
Remuneration Committee has, inter alia, the following responsibilities:
Formulate the criteria for appointment as a Director:
The Committee shall formulate broad guidelines and parameters required to be fulfilled
for becoming a Director of the Company and review the same ongoing basis. The broad
parameters are qualifications, skills, expertise, inter personal qualities, positive
attributes, experience, social standing, and etc. factors.
Identify persons who are qualified to be Directors:
The Committee shall identify persons who are qualified to become Directors and who
satisfy the criteria laid down. The process of identification shall include ascertaining,
meeting, screening and reviewing candidates for appointment as Directors, whether
Independent, Non-Executive or Executive.
Nominate candidates for Directorships subject to the approval of Board:
The Committee recommends to the Board the appointment of potential candidates as Non-
Executive Director or Independent Director or Executive Director, as the case may be.
Approve the candidates required for senior management positions:
The Committee shall lay down criteria qualifications, skills, expertise and qualities
required for senior management positions like Managing Director & CEO, CFO and Company
Secretary and members of the Management Committee of the Company.
Evaluate the performance of the Board:
The Committee shall determine a process for evaluating the performance of every
Director, Committees of the Board and the Board. The Committee may seek the support and
guidance of external experts and agencies for this purpose as may be required.
Evaluate the performance of the Managing Director or Whole-time Director and
determine their compensation:
The Committee shall evaluate the performance of the Managing Director or Whole-time
Director by setting their Key Performance Objectives at the beginning of each financial
year. The Committee shall also approve their compensation package(s) in accordance with
applicable laws, in line with the Company's objectives, shareholders' interests,
comparable with industry standards and in commensurate with the role and responsibilities.
Review performance and compensation of senior management:
The Committee shall review the performance of the senior management of the Company. The
Committee shall ensure that the remuneration to the Key Managerial Persons and Senior
Management involves a balance between fixed and incentive pay reflecting short and long
term performance objectives appropriate to the working of the Company, roles and
responsibilities, functional areas, industry standards etc. factors.
39. OTHER DISCLOSURES
The Company does not have any scheme or provision of money for the purchase of
its own shares by employees or by trustees for the benefit of employees.
There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016.
There was no instance of one-time settlement with any Bank or Financial
Institution.
During the financial year 202 3-24, your Company had raised funds from
Preferential Issue of Equity Shares and your Board hereby confirms that there were no
deviation(s) or variation(s) in the utilization of proceeds from the objects stated in the
explanatory statement to the notice for the general meeting.
40. ACKNOWLEDGEMENT
Your directors place on records their sincere thanks to bankers, business associates,
consultants, and various Government Authorities for their continued support extended to
your Company's activities during the year under review.
Minku Shantilal Gandhi |
Maunal Shantilal Gandhi |
Joint Managing Director |
Joint Managing Director |
(DIN: 00118617) |
(DIN: 00118559) |
For and on behalf of the Board Ushanti Colour Chem Limited
SD/-
Registered Office:
88/8, GIDC Phase I,
Vatva, Ahmedabad-382445, Gujarat, India.
Date: 31st August 2024
Place: Ahmedabad
|