Your Directors have pleasure in presenting the 33rd Annual Report of the Company together with the Audited Financial Statements for the year ended on March 31, 2025.
1. FINANCIAL SUMMARY/HIGHLIGHTS OF PERFORMANCE OF THE COMPANY:
Financial Results
|
|
(Rs. In Lakhs)
|
Particulars
|
Year ended 31/03/2025
|
Year ended 31/03/2024
|
Revenue from Operations
|
1245.54
|
1156.26
|
Other Income
|
53.36
|
647.59
|
Total Income
|
1298.90
|
1803.86
|
Profit before Interest and Depreciation
|
43.26
|
730.94
|
Less: Finance cost
|
0.01
|
0.01
|
Less: Depreciation
|
1.98
|
2.05
|
Profit before Taxation
|
41.27
|
728.88
|
Less: Current Tax
|
10.84
|
11.39
|
Less: Earlier Year Taxes
|
14.77
|
-
|
Less: Deferred Tax
|
(29.56)
|
(0.20)
|
(Add): MAT credit entitlement
|
-
|
-
|
Profit/(Loss) after Tax
|
45.21
|
717.70
|
There are no material changes and commitment affecting the financial position of the Company which have occurred between April 01, 2025 and date of this report.
2. TRANSFER TO RESERVE:
Reserves & Surplus at the end of the year stood at Rs. 4557.91 Lakhs as compared to Rs. 1443.50 Lakhs at the beginning of the year.
3. OPERATIONS AND PERFORMANCE OF THE COMPANY:
During the year ended on March 31, 2025, the total income was Rs. 1245.54 Lakhs against Rs. 1156.26 Lakhs in previous year. The Company has incurred net profit of Rs. 45.21 Lakhs against the net profit of Rs. 717.70 Lakhs in previous year. The Total Comprehensive profit for the year is Rs. 45.21 Lakhs against the total comprehensive profit of Rs. 717.70 Lakhs in previous year.
The Management of the Company is taking efforts for the progress of the Company. The management has considered reviving and expanding the steel business of the Company. With this movement, the management is confident that performance of the Company will significantly improve.
4. CHANGE IN NATURE OF BUSINESS:
During the financial year, there has been no change in the nature of business carried on by the company.
5. DIVIDEND:
The Company has marginally earned profits during the year and the Board has not declared any Dividend during the year.
6. RIGHTS ISSUE:
During the year 2023-24, the Board of Directors in their meeting held on February 02, 2024 had approved raising of funds for the Company by way of issue of securities (the "Issue") to the existing equity shareholders of the Company on a rights basis up to Rs. 50.00 Crores. Subsequently, on July 05, 2024, the Board of Directors decided to Issue 8 (Eight) Rights Equity Shares for every 5 (Five) fully paid equity shares aggregating to 17,60,00,000 equity shares (the "Issue") of face value of Re. 1/- each for cash at a price of Rs. 2.80/- (including a share premium of Rs. 1.80/- ) per equity share ("Rights Equity Shares") for an amount aggregating to Rs. 49.28 Crores to the Eligible Equity Shareholders of the Company as on the record date of July 12, 2024.
The Issue was kept open for the Eligible Equity Shareholders from Monday, July 22, 2024 to Monday, August 05, 2024 and the basis of allotment was approved by BSE Limited (being the designated Stock Exchange) on August 09, 2024. Out of total issue size, 14,83,455 shares aggregating to Rs. 41,53,674/- remained unsubscribed due to technical rejections and the Board of Directors allotted 17,45,16,545 equity shares on August 09, 2024 to the eligible Shareholders of the Company as on the record date fixed for the purpose of Rights Issue. Further, the Company obtained the listing approval from BSE Limited on August 14, 2024 and the shares were permitted to be traded on the Exchange with effect from August 26, 2024.
There are no material variations between the projections and actual utilization of the funds raised through Rights Issue by the Company during the year 2024-25.
7. SHARE CAPITAL:
During the year under review, the Authorised share capital of Company was Rs. 30,00,00,000/- (Rupees Thirty Crores) divided into 30,00,00,000 (Thirty Crores) equity shares of face value of Re. 1/- (Rupee One) each.
The paid up share capital of the Company at the beginning of the year was Rs. 11,00,000,00/- (Rupees Eleven Crores) divided into 11,00,000,00 (Eleven Crores) equity shares of face value of Re. 1/- (Rupee One) each.
During the year under review, the Company issued and allotted 17,45,16,545 (Seventeen Crore Forty Five Lakhs Sixteen Thousand Five hundred Forty Five) equity shares having face value of Re. 1/- (Rupee One) each for cash at a price of Rs. 2.80/- (Rupees Two and Eighty Paisa) per equity share (including a premium of Rs. 1.80/- per equity share) for an amount aggregating Rs. 48.86 Crore on rights basis.
The paid up share capital of the Company at the end of the year i.e. as on March 31, 2025 was Rs. 28,45,16,545/-(Rupees Twenty Eight Crores Forty Five Lakhs Sixteen Thousand Five Hundred Forty Five Only) consisting of 28,45,16,545 (Twenty Eight Crores Forty Five Lakhs Sixteen Thousand Five Hundred Forty Five) Equity Shares of Re. 1/- (Rupee One) each.
8. DEPOSITS:
During the year under review, the Company has not accepted any fixed deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT BY THE COMPANY:
Details of Loans, Guarantees and Investments, if any covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.
10. SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES:
There are no subsidiaries, Joint Venture and Associate company of the Company.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):
As on March 31, 2025, the Company's Board had five members comprising of one Executive Director, two Non -Executive & Non-Independent Directors and two Independent Directors. The Board of Directors of the company have wide and varied experience in different disciplines of corporate functioning. As on the date of the report, the Company's Board have Six Directors comprising of one Executive Director, two Non-Executive & NonIndependent Directors and three Independent Directors. All the Directors of the Company have confirmed that they are not disqualified from being appointed as Directors in terms of Section 164 of the Companies Act, 2013. The details of Board and Committee composition, tenure of directors, and other details are available in the Corporate Governance Report, which forms part of this Annual Report.
Appointment/ Cessation/ Change in Designation of Directors and KMP:
- Mrs. Leena Ashok Shah (DIN: 02629934) was appointed as Managing Director of the Company for a period of 5 years by the Board of Directors on March 19, 2024. Her appointment was further approved by members by passing special resolution at an Extra-Ordinary General Meeting held on June 14, 2024.
- The Company had, pursuant to the provisions of Section 149 of the Companies Act, 2013 and Regulation 17(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, appointed Mrs. Manjusha Rahul Salunke (DIN: 10666478) as Additional (Independent) Director of the Company w.e.f. June 15, 2024. Her appointment was subsequently regularized by the shareholders of the Company in the 32nd Annual General Meeting held on September 05, 2024 as Independent Director. Further, she resigned from the office of Director w.e.f. February 15, 2025, citing personal reasons. The Company had received a confirmation from her that there are no material reasons for her resignation other than the reasons provided by her.
- Mr. Kiritbhai Ishwarbhai Patel (DIN: 03618884), Independent Director of the Company resigned from the office of Director w.e.f. September 10, 2024, citing personal reasons. The Company had received a confirmation from him that there are no material reasons for his resignation other than the reasons provided by him.
- Mr. Kailasprasad Bhagvatiprasad Jani (DIN: 00404091), Independent Director of the Company resigned from the office of Director w.e.f. September 10, 2024, citing personal reasons. The Company had received a confirmation from him that there are no material reasons for his resignation other than the reasons provided by him.
- The Company had, pursuant to the provisions of Section 149 of the Companies Act, 2013 and Regulation 17(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, appointed Mr. Paragkumar Prakashchandra Raval (DIN: 10735752) and Mr. Swapnil Sharad Shimpi (DIN: 10469352) as Additional (Independent) Directors of the Company w.e.f. November 09, 2024. Their appointment was subsequently regularized by the shareholders of the Company by passing Special resolutions through Postal Ballot on February 05, 2025 as Independent Directors.
- Mr. Ashok Chinubhai Shah (DIN: 02467830), Director of the Company resigned from the office of Director w.e.f. November 28, 2024, due to pre-occupancy elsewhere. Further, the Company had, pursuant to the provisions of Section 152 of the Companies Act, 2013 and Regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 appointed Mr. Ashok Chinubhai Shah as Non-Executive Director of the Company w.e.f. February 05, 2025 by passing Special Resolution through Postal Ballot on February 05, 2025.
- After the closure of the financial year as on March 31, 2025, the Company had, pursuant to the provisions of Section 149 of the Companies Act, 2013 and Regulation 17(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, appointed Mr. Umangkumar Hirabhai Patel (DIN: 11104737) as Additional (Independent) Director of the Company w.e.f. May 14, 2025. His appointment is placed for ratification before the shareholders in the ensuing 33rd Annual General Meeting.
Re-appointment of Director(s) retiring by rotation:
- In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of your Company, Mrs. Leena Ashok Shah (DIN: 02629934) is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers herself for re-appointment. The Board recommends the re-appointment of Mrs. Leena Ashok Shah as Director for your approval. Brief details as required under Secretarial Standard-2 and Regulation 36 of SEBI Listing Regulations, are provided in the Notice of AGM.
Declaration from Independent Director:
- The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an Independent Director. The Independent Directors have also given declaration of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.
Key Managerial Personnel:
During the year under review the following changes took place in the Key Managerial Personnel:
- Mr. Miteshkumar Rajgor has tendered his resignation from the office of Company Secretary and Compliance Officer of the Company, to pursue better career opportunity elsewhere with effect from i.e. August 07, 2024.
- Ms. Maitri Kansara was appointed as Company Secretary and Compliance Officer of the Company with effect from August 08, 2024.
As on March 31, 2025, the following are Key Managerial Personnel ("KMPs") of your Company as per Sections 2(51) and 203 of the Act:
- Mrs. Leena Ashok Shah, Managing Director
- Mrs. Payal Donga, Chief Financial Officer
- Ms. Maitri Kansara, Company Secretary & Compliance Officer
12. COMMITTEES OF THE BOARD:
The Company had constituted its committees to comply with section 177 and 178 of the Companies Act, 2013 and as per regulation 18, 19 and 20 of SEBI Listing Regulations. There are currently three committees of the Board, as follows:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders' Relationship Committee
Details of all the committees such as terms of reference, composition, and meetings held during the year under review are disclosed in the Corporate Governance Report, which forms part of this Annual Report.
13. NUMBER OF MEETINGS OF THE BOARD:
During the year under review, 10 (Ten) Board meetings were held in accordance with provision of the Companies Act, 2013 read with rules made thereunder and the applicable Secretarial Standards. The intervening gap between the meetings did not exceed 120 days, as prescribed under the Act and SEBI Listing Regulations. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Annual Report.
14. INDEPENDENT DIRECTORS' MEETING:
During the year under review, the Independent Directors met once on March 13, 2025, without the attendance of Non-Independent Directors and members of the management. The details of the Independent Directors Meeting and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Report.
15. EVALUATION OF BOARD, COMMITTEES AND DIRECTORS AND ANNUAL PERFORMANCE EVALUATION:
Pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("SEBI Listing Regulations"), the Board had carried out performance evaluation of its own, the Board Committees and of the Independent directors. Independent Directors at a separate meeting evaluated performance of the NonIndependent Directors, Board as a whole and of the Chairman of the Board. The following were the Evaluation Criteria:
(a) For Independent Directors:
- Knowledge and Skills
- Professional conduct
- Duties, Role and functions
(b) For Executive Directors:
- Performance as Team Leader/Member.
- Evaluating Business Opportunity and analysis of Risk Reward Scenarios
- Key set Goals and achievements
- Professional Conduct, Integrity
- Sharing of Information with the Board
The Board carries out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its committees. The performance of the board was evaluated after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc. and the performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings etc.
The Board reviewed the performance of individual directors on the basis of criteria laid by Nomination & Remuneration such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc. In the board meeting that followed the meeting of the independent directors, the performance of the board, its committees, and individual directors was also discussed. The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.
16. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:
The Board has on the recommendation of the Nomination & Remuneration Committee, formulated criteria for determining Qualifications, Positive Attributes and Independence of a Director and also a Policy for remuneration of Directors, Key managerial Personnel and senior management. No remuneration is paid to any of the Directors of the Company. The Remuneration policy is available on website of Company: http://lesha.in/policies/.
17. DIRECTORS' RESPONSIBILITY STATEMENT:
In accordance with Section 134(5) of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors state that;
i. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
ii. 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 March 31, 2025 and of the profit and loss of the company for that period;
iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 and Rules made thereunder for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
iv. The Directors had prepared the annual accounts on a going concern basis;
v. The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively, and
vi. 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.
18. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures. The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and that such systems are adequate and operating effectively.
19. RISK MANAGEMENT:
The Company recognizes that risk is an integral part of business and is committed to managing the risks in proactive and efficient manner.
The Company periodically assesses risk in the internal and external environment, along with the cost of treating risks and incorporates risk treatment plans in its strategy, business and operational plans. Company has implemented an integrated risk management approach through which it reviews and assesses significant risks on a regular basis to help ensure that there is a robust system of risk controls and mitigation in place. Senior management periodically reviews this risk management framework to keep updated and address emerging challenges. Major risks identified for the Company by the management are Compliances of various applicable Laws, Regulatory changes, Manufacturing & Supply, Litigation and Technological Changes.
The management is however of the view that none of the above risks may threaten the existence of the Company as Risk mitigation mechanism is put in place to ensure that there is nil or minimum impact on the Company in case any of these risks materialize.
20. CORPORATE SOCIAL RESPONSIBILITY:
The Company does not fall under the criteria as mentioned in the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibilities) Rules, 2014. Therefore, the Company was not required to formulate Corporate Social Responsibility (CSR) Policy and constitute CSR Committee and consequently the Company had not spent any amount on CSR activities.
21. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI Listing Regulations, is presented in as ANNEXURE - I forming part of this Board's Report. Certain statements in the report may be forward looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook.
22. CORPORATE GOVERNANCE:
As required by the SEBI Listing Regulations, a detailed report on Corporate Governance is given as a part of the Board's Report. The Company is in full compliance with the requirements and disclosures that have to be made in this regard. Report on Corporate Governance is attached as ANNEXURE - V.
23. ANNUAL RETURN:
Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013, copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014 are placed on the website of the Company and is accessible at the web link: https://lesha.in/annual-returns/.
24. RELATED PARTY TRANSACTIONS:
All transactions with related parties are placed before the Audit Committee for its approval. An omnibus approval from Audit Committee is obtained for the related party transactions which are repetitive in nature. All the contracts/arrangements/transactions entered into by the Company with the related parties during the financial year 2024-25 were in the ordinary course of business and on an arm's length basis as disclosed in the financial statements and were reviewed and approved by the Audit Committee. The details of related party disclosure form a part of the notes to the financial statements provided in the Annual Report. In terms of Regulation 23 of the SEBI Listing Regulations, the Company submits details of related party transactions as per the format specified in the relevant accounting standards to the stock exchanges on a half-yearly basis. There were significant related party transactions entered between the Company, Directors, management, or their relatives. Hence, disclosure in Form AOC-2 is provided as ANNEXURE -II.
25. AUDITORS:
A. Statutory Auditors:
In terms of the provisions of Section 139 of the Companies Act, 2013 read with provisions of the Companies (Audit and Auditors) Rules, 2014 as amended, M/s. Keyur Bavishi & Co., Chartered Accountants (Firm Reg. No. 131191W) were appointed as Statutory Auditors of the Company for a consecutive period of 5 (Five) years from the conclusion of Annual General Meeting held in the year 2022 till the conclusion of the Annual General Meeting to be held in the year 2027.
The Report given by the M/s. Keyur Bavishi & Co., Auditors on the financial statements of the Company for the year ended on March 31, 2025 forms part of the Annual Report. The notes to the accounts referred to in the Auditors' Report are self-explanatory and therefore do not call for any further comments. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.
B. Secretarial Auditors:
The Board at its meeting held on August 08, 2024 had appointed Mr. Chintan K. Patel, Practicing Company Secretary, Ahmedabad, to conduct the Secretarial Audit for the FY 2024-25. The Secretarial Audit Report in Form MR-3 for the financial year under review, as received from Mr. Chintan K. Patel, Practicing Company Secretary is attached as ANNEXURE-III to the Board's Report. The observations of the Secretarial Auditor in the Secretarial Audit Report are self-explanatory and therefore do not call for any further comments.
Further, in terms of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Managerial Personnel) Rules, 2014, and Regulation 24A of the Securities and Exchange Board of India (Listing and Disclosure Requirements) Regulations, 2015, the Board recommended appointment of Mr. Chintan K. Patel, Practicing Company Secretary, Ahmedabad (having COP No. 11959 and Peer review No. 2175/2022), as the Secretarial Auditor of the company for a term of 5 (five) consecutive years from FY 2025-26 till FY 2029-30, to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of AGM to be held in the year 2030. Accordingly, the resolution seeking approval for the appointment of Secretarial Auditor by the members of the company is included in the Notice of the ensuing Annual General Meeting.
26. MAINTENANCE OF COST RECORDS:
The Company is not require to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, and accordingly such accounts and records are not made and maintained.
27. SECRETARIAL STANDARDS:
During the year under review, the Company has complied with all the applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India (as amended).
28. REPORTING OF FRAUDS BY AUDITORS:
During the year under review, the Statutory Auditors and Secretarial Auditor of the Company have not reported any instances of fraud committed in the Company by Company's officers or employees, to the Audit Committee, as required under Section 143(12) of the Act.
29. PARTICULARS OF EMPLOYEES:
Disclosures pertaining to remuneration and other details as required under Section 197 (12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as ANNEXURE-IV.
30. MANAGERIAL REMUNERATION:
The Company has not paid any remuneration to Executive Directors or any sitting fees to Non-Executive Directors for attending any meetings during the financial year ended March 31, 2025.
31. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ('Act') and Rules made thereunder, Company has assigned the responsibilities to Audit Committee. The details of Complaint pertaining to sexual harassment are provided as under:
Number of complaints of sexual harassment received in the year
|
NIL
|
Number of complaints disposed off during the year
|
NIL
|
Number of cases pending for more than ninety days
|
NIL
|
During the year under review, your Company has not received any complaint pertaining to sexual harassment.
32. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:
The Company affirms that it is in full compliance with the provisions of the Maternity Benefit Act, 1961, as amended from time to time. The Company is committed to fostering a supportive and inclusive work environment, and ensures that all relevant policies and practices are regularly reviewed and aligned with the applicable statutory requirements.
33. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:
The Company has adopted a whistle blower policy and has established the necessary vigil mechanism for Directors and employees in confirmation with Section 177 of the Act and Regulation 22 of SEBI Listing Regulations, to facilitate reporting of the genuine concerns about unethical or improper activity, without fear of retaliation. The vigil mechanism of Company provides for adequate safeguard against victimisation of whistle blowers who avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee. No person has been denied access to the Chairperson of the Audit Committee. The said policy is uploaded on the website of Company at http://lesha.in/policies/.
During the year under review, Company has not received any complaint under the vigil mechanism.
34. CONSERVATION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:
During the period under review, several energy conservation initiatives were adopted and were taken by the Company. There are no plans to import any kind of technology for the project and hence information regarding its absorption is not applicable. There was no research activities carried out during the year as well as no foreign exchange income or outgo during the year.
35. PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company's shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the Code.
The Company has adopted and amended its Code of Conduct for Prevention of Insider Trading w.e.f. April 1, 2019 pursuant to Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018.
36. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:
No orders have been passed by the Regulators/Court or Tribunals which can impact the going concern status and Company's operation in future.
37. DETAILS OF CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC):
During the year under review, no Corporate Insolvency Resolution Process/ proceedings were initiated by / against the company under Insolvency and Bankruptcy Code, 2016.
38. DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:
The disclosure is not applicable as the Company has not undertaken any one-time settlement with the banks or financial institutions during the year.
39. DEMATERIALISATION OF EQUITY SHARES:
Shareholders have an option to dematerialise their shares with either of the depositories viz. NSDL and CDSL. The ISIN No. allotted is INE050L01048.
40. INSURANCE:
All the Properties of the Company are adequately insured.
41. AGREEMENTS EFFECTING THE CONTROL OF THE COMPANY:
No agreements have been entered / executed by the parties as mentioned under clause 5A of paragraph A of Part A of Schedule III of SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015 which, either directly or indirectly effect / impact the Management or Control of the Company or impose any restriction or create any liability upon the Company.
42. RELATED PARTY DISCLOSURE:
Related Party disclosure under regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is as under:
Disclosures under Para A of Schedule V of Listing Regulations
(Rs. In Lakhs
|
Sr.
No.
|
Disclosure of loans / advances / investments / Outstanding during the year
|
As at
March 31, 2025
|
Maximum amount during the year
|
1
|
Loans and Advances in the nature of loans to subsidiary
|
Nil
|
Nil
|
2
|
Loans and Advances in the nature of loans to associate
|
Nil
|
Nil
|
3
|
Loans and Advances in the nature of loans to firms /companies in which directors are interested
|
5498.41
|
Nil
|
For details of transactions of the Company with the person or entity belonging to the promoter/promoter group which hold(s) 10% or more shareholding in the Company, if any, kindly refer to "Related Party Transaction" provided in notes to financial statements.
43. DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT:
There are no shares lying in the demat suspense account or unclaimed suspense account.
44. ACKNOWLEDGEMENT:
Your Directors thanks all the Stakeholders including, Investors, Customers, Vendors, Bankers, Auditors, Consultants and Advisors for their continued support during the year. We also place on record our appreciation of the contributions of our employees at all the levels. The Management is deeply grateful for the confidence and faith that all the stakeholders have reposed in them. Your Directors look forward for their continued support in the future for the consistent growth of the Company.
|