As on: Nov 01, 2024 05:27 AM
Dear Members,
Your Directors have the pleasure in presenting the 48th Annual Report of your Company on the operations and performance together with the standalone and consolidated audited financial statement for the financial year ended 31st March 2024. The financial statements have been prepared in accordance with Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs, as amended from time to time.
Financial Results
The performance of the Company for the financial year ended March 31, 2024 and for the previous year ended March 31, 2023 are summarized below:
KEY FIGURES FOR THE FINANCIAL YEAR 2023-24
(Rs. In Lacs)
State of Company's Affairs
Your Company is primarily engaged in the business of manufacturing of high precision engineering components / assemblies for Automobile and Consumer Goods Industry. During the year there have been no change in the nature of the business of the Company. Incorporated in the year 1976, the Company has remained a going concern. The Company has operative production plant at Dharuhera (Gurgaon), which has been accredited as ISO/TS 16949:2009 and ISO 14001:2004 certified unit. The Company is also a ISO 9001:2008 certified Company.
The operations of the Company continued in a smooth and uninterrupted manner. The Company continue to have stable growth during the year 2023-24. The operating revenue of your company decreased to Rs. 2,007.07 Lacs against Rs. 2,604.96 Lacs achieved in the previous year. However, the total revenue including other income increased to Rs. 6,142.00 Lacs against Rs. 3,925.58 Lacs in the previous year. The Earnings before interest, depreciation, tax & amortizations (EBIDTA) stood at Rs. 4,254.69 Lacs as against Rs. 1,251.99 Lacs in the previous year. The net profit after tax (PAT) for the year also increased to Rs. 3,105.85 Lacs as compared to Rs. 777.50 Lacs in the previous year. The Earnings Per Share (EPS) for the year was Rs. 26.63 per share as against Rs. 6.67 per share achieved in the previous year.
Appropriation of Profit after Tax for Transfer to Reserves
No amount has been transferred to the General Reserve during the year. The net retained earnings have been kept in the profit and loss account.
Dividend
The Board of Directors has decided not to recommend any dividend for the financial year 2023-24.
Share Capital
The paid up share capital of the Company remained unchanged during the year 2023-24. During the year under review:
a) No Equity shares have been issued with differential voting rights. Hence, no disclosure is required in terms of Rule 4(4) of Companies (Share Capital and Debentures) Rules, 2014.
b) No issue of Sweat Equity Share has been made. Hence, no disclosure is required in terms of Rule 8(13) of Companies (Share Capital and Debentures) Rules, 2014.
c) There was no issue of Employee Stock Option. Hence, no disclosure is required in terms of Rule 12(9) of Companies (Share Capital and Debentures) Rules, 2014.
d) There was no provision made by the Company for any money for purchase of its own shares by employees or by trustees for the benefit of employees. Hence, no disclosure is required in terms of Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.
e) The issued, subscribed and fully paid up share capital of the Company as on 1st April, 2023 and 31st March, 2024 remained unchanged.
Deposits
The Company has not accepted any deposits, within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.
Subsidiaries and Associate Companies
The Company has one Subsidiary namely ‘Gurgaon Infospace Limited' and one Associate namely ‘IST Steel and Power Limited' as on March 31, 2024. There has been no material change in the nature of the business of the subsidiary and associate Company. The Company does not have any Joint Venture.
None of the Company has become or cease to become the subsidiary, joint venture or associate of your Company during the year 2023-24.
The subsidiary of the Company is engaged in the business of development and operating IT / ITES SEZ. The Associate Company is into the business of trading of raw material and consumables.
The Operational income of wholly owned subsidiary of the Company, namely Gurgaon Infospace Limited during the year 2023-24 was Rs. 8,959.05 Lacs as against Rs. 9,502.09 Lacs during the previous year and the Net Profit after tax was Rs. 9,454.33 Lacs as against Rs. 7,352.92 lacs during the previous year.
The Company holds 30.80% Equity Shares in the Associate Company namely IST Steel and Power Limited. The operational income of the said associate company during the year was Rs. 379.84 Lacs as compared to Rs. 350.31 Lacs during the previous year. The Company's Net Profit after tax was Rs. 136.04 Lacs as against Rs. 136.70 lacs in the previous year. Share of net profit attributable to the Company is Rs. 41.90 Lacs for the year as against Rs. 42.10 Lacs in the previous year.
In accordance with the provisions of Section 136 of the Act, the Standalone Financial Statements of the Company, the Consolidated Financial Statements along with relevant documents and separate audited accounts in respect of subsidiaries are available on the website of the Company at https://istindia.com/annual-reports.
The Policy for determining Material Subsidiaries, adopted by your Board is in conformity with Regulation 16(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended). The same can be accessed on the Company's website at https://istindia.com/wp-content/themes/isttheme/assets/pdf/Ist-Limited-Policy-on-Material-Subsidiaries.pdf.
Consolidated Financial Statements
The consolidated financial statement of the Company and its subsidiaries / Associates, which forms part of the Annual Report have been prepared in accordance with the provisions of Section 129(3) of the Companies Act, 2013 read with applicable Accounting Standards.
As per the requirement of Section 129(3) of the Companies Act, 2013, the statement containing the salient features of the financial statement of the subsidiary and associate are disclosed in the financial statements of the Company. The Statement in Form AOC-1, containing the salient features of the financial statement of the Subsidiary(ies) and Associate(s) also forms part of this report as Annexure A.
Directors Responsibility Statement
In terms of the requirement of Section 134(5) of the Companies Act, 2013 and based on the framework of internal financial control and audit / review conducted by the internal, statutory and secretarial auditors, the Board of Directors with the concurrence of the Audit Committee, is of the opinion that the Company's internal financial controls were adequate and effective and it is hereby confirmed:
a) that in the preparation of the annual accounts for the financial year ended 31st March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b) that 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 at the end of the financial year 31st March, 2024 and of the profit and loss of the Company for that period;
c) that proper and sufficient care has been taken 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) that the annual accounts have been prepared on a going concern basis;
e) that proper internal financial controls were laid down and that such internal financial controls are adequate and were operating effectively; and
f) that proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.
Board of Directors
The composition of the Board is in conformity with the requirement of Regulation 17 of the Listing Regulations, Section 149 and other applicable provisions of Companies Act, 2013. The Board of Directors consists of Seven (7) Directors consisting of 2 non independent Executive Directors, 2 non-independent non-executive directors and 3 Independent directors including one independent woman director with independent director being the Chairman of the Board. The Board of your Company possesses the appropriate expertise and experience, in the general corporate management, varied industrial knowledge, diversity and integrity, which enables them to contribute effectively and efficiently, in the best interest of the Company.
In accordance with the provisions of Section 152 of the Companies Act 2013 and the Articles of Association of the Company, Mr. Suresh Chand Jain (DIN: 00092079), whole time director designated as Executive Director and Mr. Mayur Gupta (DIN: 00131376), Director of the Company will retire by rotation at the ensuing 48th Annual General Meeting and being eligible have offered themselves for re-appointment, subject to approval of the shareholders. The Board of Directors recommends the appointment of Mr. Suresh Chand Jain and Mr. Mayur Gupta at the forthcoming annual general meeting.
In terms of section 196, 197 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 and on recommendation of Nomination and Remuneration Committee, the Board of Directors at its Meeting held on 14th August, 2024 had re-appointed Col (Retd.) Satchit Kumar Basu (DIN: 08969146), whole time director designated as Director (Technical), for a further term of 3 years w.e.f. 25th November, 2024 to 24th November, 2027 subject to approval by the shareholders. The Board of Directors recommends the appointment of Col. (Retd.) Satchit Kumar Basu at the forthcoming annual general meeting.
As per the provisions of Companies Act, 2013, the second term of Air Marshal (Retd.) Denzil Keelor and Mr. Subhash Chander Jain, Independent Director(s) of the Company is expiring on the date of forthcoming Annual General Meeting. Pursuant to Section 149(11) of the Companies Act, 2013, no independent director shall hold office for more than two consecutive terms. Accordingly, Air Marshal (Retd.) Denzil Keelor and Mr. Subhash Chander Jain cannot be re-appointed for a further term.
On recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on 14th August, 2024 has appointed Mr. Gopal Krishan Sharma (DIN: 10706388) and Mr. Neeraj Kumar Aggarwal (DIN: 00438271) as additional directors of the Company in the capacity of Independent directors of the Company, for the first term of 5 years, subject to the approval of the shareholders at the forthcoming annual general meeting of the Company.
The brief detail of Directors seeking appointment /re-appointment at the ensuing general meeting is furnished in the explanatory statement to the notice of the AGM under the head "Directors Seeking Appointment / Re-appointment at this Annual General Meeting".
Independent Director's Declaration
In terms of Section 149(7) of the Companies Act, 2013 read with Regulation 16(1) of the Listing Regulations, the Independent Directors of the Company as on March 31,2024 have submitted a declaration that each of them meet the criteria of Independence as laid down under Section 149(6) of the Act read with Rules framed thereunder and Regulation 16 of the Listing Regulations and that they are not aware of the circumstances or situation, which might exists or is anticipated, that could impair their ability to discharge their duties with an objective of independent judgment and without any external influence as required under Regulation 25 of the Listing Regulation. Further, all the Directors have confirmed that they have complied with the Company's code of conduct.
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out Annual Performance Evaluation of its own performance, each of Director individually and that of its Committees. The performance was evaluated by the Board after seeking inputs from all the Directors and other members (if any) on the basis of criteria such as the composition and structure, effectiveness of processes, information flow and functioning etc.
Further, Board has also carried out an Annual evaluation of Independent Directors. The Performance Evaluation was based on their contribution to Company's objectives and plans, efficient discharge of their responsibilities, participation in Board/Committee meetings, adherence to the Code of Conduct and other relevant parameters.
The nomination and remuneration committee also reviewed the evaluation criteria for the Board, its Committee, Executive and non-executive Directors and Chairman of the Board, considering qualification, expertise, attributes and various parameters based on which evaluation of the Board as a whole and its members individually has been carried out.
During the year, a separate meeting of Independent Directors was held to assess the performance of Non- Independent Directors of the Company. While evaluating the performance of any member, the views of executive directors and non-executive directors were also taken into consideration.
Familiarization Program for Independent Directors
In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company apprised the Directors at the meetings about the changes and updates in the regulatory and business environment to enable them to familiarize with the Company's procedure and practices. The familiarization programs are conducted as and when required or on the specific request of a Director, which includes visit to manufacturing unit, meeting with senior and middle level management to make them understand the in-depth about the financials and operations of the Company. The detail of familiarization programs conducted by the Company is available on the website of the Company at https://istindia.com/wp-content/themes/isttheme/assets/pdf/ The%20Details%20of%20Familiarization%20Programme.pdf.
Number of Meetings of the Board
During the year under review, the board of the directors of the Company met 5 times. The details of such meetings have been provided in Corporate Governance Report that form part of the Annual Report. The intervening gap between any two meetings was within the period prescribed under the Companies Act, 2013 and Listing Regulations. Apart from the above, a separate meeting of Independent Directors was held on 13.02.2024. For more information regarding the dates and attendance of the members of the Board, you may refer to relevant portion of the Corporate Governance Report forming part of the Annual Report.
Key Managerial Personnel
Pursuant to Section 203 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, following were the Key Managerial Personnel's during the year under review:
1) Mr. Suresh Chand Jain, Executive Director
2) Col. (Retd.) Satchit Kumar Basu, Director (Technical)
3) Mr. D.N. Tulshyan, Chief Financial Officer
4) Mr. Bhupinder Kumar, Company Secretary
Nomination and Remuneration Policy of the Company relating to Director's appointment, Payment of Remuneration and Discharge of their duties.
The nomination and remuneration committee of the Board has formulated the Remuneration Policy of the Company that governs the appointment of Directors, Key Managerial Personnel (KMP's) and other employees including criteria for determining qualification, positive attributes, independence of a Director, remuneration and other matters mandated under sub-section (3) / (4) of Section 178. The policy is reviewed by the Board from time to time. It was last reviewed by the Board on 14th March, 2023. The policy can be viewed at the following web link:
https://istindia.com/wp-content/themes/isttheme/assets/pdf/Nomination%20&%20Remmuneration.pdf
Corporate Social Responsibility
Pursuant to Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, Board of Directors of the Company has constituted the Corporate Social Responsibility Committee (CSR Committee) comprising of the following Directors:
(a) Air Marshal Denzil Keelor (Retd), Chairman
(b) Mr. Gaurav Guptaa
(c) Mrs. Gurpreet Kaur
The said committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) or any amendment thereto, inter-alia indicating the activities to be undertaken by the Company, monitoring the implementation of the CSR policy and recommending the amount to be spent on CSR activities. The policy is reviewed by the Board from time to time. It was last reviewed by the Board on 14th March, 2023. The policy can be viewed at the following web link: https://istindia.com/wp-content/themes/isttheme/assets/pdf/CSR%20Policy.pdf
The salient features and brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the CSR initiative undertaken by the Company during the year are set out in Annexure - B to this Report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended.
Auditors and Auditors' Report
Statutory Audit
Pursuant to the provisions of Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the term of M/s O.P. Dadu & Co., Chartered Accountants as statutory auditors of the Company will expire at the conclusion of 48th Annual General Meeting. The Board of Directors take this opportunity to place on record its sincere appreciation for M/s O.P. Dadu & Co. for their remarkable support and value addition. The Board further appreciates their sincere support to the Company and its management in meeting its commitments for financial disclosures as well as strengthening of internal controls.
The report given by M/s O.P. Dadu & Co., statutory auditors on the financial statement of the Company for the financial year 2023-24 is part of the Annual Report. The observations of the Auditors and the relevant notes on the accounts are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.
Further, during the year, in the course of the performance of their duties as auditor, no frauds were reported by them, which they have reason to believe that an offence involving fraud has been committed against the Company by any officer or employee of the Company.
Based on the recommendation of the Audit Committee, the Board has recommended to the shareholders for their approval, the appointment of M/s. VSVG & Co. (FRN: 005100N), Chartered Accountants as the statutory auditors of the Company in place of M/s. O.P. Dadu & Co. for a first term of 5 consecutive years, from the conclusion of forthcoming 48th Annual General Meeting of the Company scheduled to be held in the calendar year 2024 till the conclusion of 53rd Annual General Meeting of the Company to be held in the calendar year 2029.
The Company has received consent letters from M/s. VSVG & Co., Chartered Accountants to the effect that their appointment, if made, would be within the prescribed limits under Section 141 (3)(g) of the Companies Act, 2013 and that they are not disqualified for appointment as statutory auditors of the Company.
Internal Audit
Pursuant to Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, M/s Jinender & Co., Chartered Accountants has been appointed as the Internal Auditors of the Company. The Internal Auditors submit to the Board, their internal audit report on the affairs of the Company on quarterly basis. The report(s) submitted by the internal auditors are reviewed by the Audit Committee and the Board periodically and the Board had express it satisfaction to the scope and periodicity of the internal audit.
Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. Vinod Kumar & Co., Company Secretaries in practice to conduct yearly Secretarial Audit. The Secretarial Audit Report presented by Vinod Kumar & Co., Company Secretaries confirms the compliances by the company of all the applicable provisions of Companies Act, 2013, Listing Agreement, SEBI guidelines and all other applicable laws, rules and regulations.
However, the Auditors had reported that the Company had defaulted in expeditious redressal of investor complaint during the year on one occasion. Apart from the same, the Company had filed all the periodic returns / disclosures with the prescribed authority on or before the due date. The Board while noting the same, had advised the concerned officer(s) to ensure timely and adequate compliances as per the requirement of the Law. For details, you may refer the secretarial audit report for the financial year ended 31st March, 2024, which is annexed and forms part of this report as Annexure - C.
Pursuant to Regulation 24A of Listing Regulations, 2015, the Company has obtained the annual secretarial compliance report from CS Tumul Maheshwari, Proprietor M/s. MT & Co. (C.P. No. 5554), Company Secretary in Practice and the same has been submitted to BSE Limited on 30/05/2024, which is within the prescribed time limit.
Cost Audit
Pursuant to Section 148(3) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Cost Audit / maintenance of cost records is not applicable on the Company.
Internal financial control systems and their adequacy
The Internal Control Systems are inherent in the Company and are working effectively, efficiently and are in the best interest of the Company. Policies and procedures adopted by the Company to ensure orderly and efficient conduct of its business, safeguarding its assets, prevention and detection of frauds and errors, the accuracy and completeness of accounting records and the timely preparation of financial and management information.
The Company has a process in place to continuously monitor the efficiency and effectiveness of the Internal Controls which are reviewed by the audit committee as well as the management, from time to time. The Company has designed and implemented a process driven framework for Internal Financial Control (IFC) within the meaning of the Section 134(5)(e) of the Companies Act, 2013 read with explanation thereof. For the year ended March 31, 2024, the Board is of the opinion that the Company has sound IFC which commensurate with the nature and size of its business operations and no area of concern, continuing failure or major weakness was observed.
Vigil Mechanism
The Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the Directors, employees and business associates to report to the management, their concern about any unethical behavior, actual or suspected fraud or violation of the Company's code of conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee. The vigil mechanism is being overseen by the Audit Committee. It is hereby affirmed that no personnel of the Company had been denied access to the Audit Committee. The whistle blower policy is available at company's website at following weblink:
https://istindia.com/wp-content/themes/isttheme/assets/pdf/Whistle%20Blower%20Policy.pdf
Risk Management
Risk is inherent in all the business and administrative activities of the Company. Therefore, the Company has a system in place for identifying and mitigating the Risk associated with the nature of business(es) undertaken by the Company. The audit committee and the Board also reviews the area of financial risks while analyzing the adequacy and efficiency of internal controls systems adopted by the Company, from time to time. Further, the Board of Directors periodically takes note of the initiatives taken by the management to mitigate risk. The Company has formulated Risk Management Policy duly adopted by the Board which is available on Company's Website.
In accordance with provisions of Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is not required to constitute Risk Management Committee during the year 2023-24. However, the Company had voluntarily constituted the Risk Management Committee with following members:
Air Marshal (Retd.) Denzil Keelor, Chairman
Mr. Subhash Chander Jain
Mr. Suresh Chand Jain
For more detail, kindly refer to Corporate Governance Report forming part of the Annual Report.
Particulars of Investments, Loans, Guarantees given or Securities provided
The Company has not provided any Guarantee or security for any party. Particulars of investment under Section 186 of the Companies Act, 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014 is given in form AOC - 2 as annexed to this Report. Further, the detail is also provided in the standalone financial statement under note no. 8 and 13.
Related Parties transactions
All the related party transactions were entered in ordinary course of business and are on arm's length basis. Transactions with related parties are conducted in a transparent manner and in the best interest of the Company. The system is in place for obtaining prior approval of Audit Committee for entering into any related party transaction is strictly followed by the Company. Once approved by the Audit Committee, all related party transactions are also approved by the Board of Directors. The statement of all the related party transaction being entered by the Company and any subsequent modification thereof, specifying the nature, value and terms and conditions of transaction is placed before the Audit Committee on Quarterly basis for its review and approval.
The disclosure on the Related Party Transactions (RPT's), as prescribed, is given in Note No. 42 to the financial statement.
During the year under review, there was no materially significant related party transaction between the Company and its directors, Key Managerial Personnel, their relatives, subsidiaries or associate companies and other related parties. Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1), along with the justification for entering into such contracts or arrangements in Form AOC-2 does not form part of this report.
The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board is available on the Company's website at following weblink:
https://istindia.com/wp-content/themes/isttheme/assets/pdf/Policy%20on%20Materiality%20of%20- Related% 20Party%20Transaction.pdf
Material Changes and Commitments
Pursuant to section 134(3)(l), no other material changes and commitments affecting the financial position of the Company have occurred between the end of financial year of the Company to which this report relates till the date of this report.
Significant and Material Orders Impacting Operations of Company in future
No significant or material orders have been passed by any regulators or court or tribunals impacting the going concern status and future operations of your Company.
Transfer of Unpaid / Unclaimed amounts to IEPF
Pursuant to the provisions of Section 124(5) of the Companies Act, 2013 read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the declared dividends which remained unpaid / unclaimed for a period of 7 years needs to be transferred by the Company, from time to time on due dates, to the Investor Education and Protection Fund (IEPF) established by the Central Government.
Your Company did not have any funds lying unpaid or unclaimed for a period of seven years till 31st March, 2024. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF) during the year under review.
Annual Return
Pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the copy of the Annual Return can be accessed at Company's website at following weblink:
https://istindia.com/annual-return/
Management Discussion and Analysis
Management Discussion and Analysis Report on the financial condition and operational performance of the Company for the year under review, as stipulated as per Regulation 34 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in separate section forming part of this Annual Report.
Corporate Governance Report
In pursuance of various Regulations and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance has been incorporated in the Annual Report for the information of the Shareholders. The prescribed certificate regarding compliance of the conditions of Corporate Governance as stipulated under the said regulations also forms part of the Annual Report.
Particulars of Employees
The relations with the Employees have been cordial throughout the year under review. Your Directors place on record their sincere appreciation in respect of the services rendered by the Employees of the Company at all levels.
The statement of particulars of appointment and remuneration of Key Managerial Personnel as per Section 197(12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed vide Annexure D forming part of this report.
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, there is no employee who is drawing remuneration in excess of the limits set out in the said rules. Therefore, no statement required under Rule 5(2) and 5(3) forms part of this Report.
Protection of Women at Workplace
The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention of sexual harassment at work place pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The policy has been widely disseminated and all employees are made aware of the same. During the year under review, there was no case of sexual harassment reported.
Conservation of energy, technology absorption, foreign exchange earnings and outgo Conservation of energy:
A. Conservation of Energy
a) Steps taken or impact on conservation of energy
• The Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilization and maximum possible saving of the energy is achieved.
• All possible steps are being taken to reduce idle running of machinery, thereby reducing wastage of energy and Fuel / Oil Consumption.
• All efforts are made to conserve the energy through various means such as use of low energy consuming lighting systems etc.
• No specific capital investment has been made for reduction in energy consumption. However, the Management continuously upgrades and/or replaces old machinery with energy efficient machinery from time to time.
• As the impact of measures taken for conservation and optimum utilization of energy are not possible to be quantified, its impact on cost cannot be stated accurately.
• No specific step has been taken by the management for utilization of alternate source of energy
The Company does not fall under the list of industries, which should furnish the information in Form A annexed to the Companies (Accounts) Rules, 2014.
B. Technology Absorption
The Company products are manufactured by using in-house know how and no outside technology is being used for manufacturing activities. Therefore, no technology absorption is required. The Company constantly strives for maintenance and improvement in the quality of its product and the quality control activities are directed to achieve the aforesaid goal.
Expenditure incurred on Research & Development (R & D) - NIL
C. Foreign Exchange Earnings and Outgo
(Rs. in Lakhs)
Listing
The Equity Shares of your Company continue to be listed on BSE Limited (BSE). There is no default in payment of Annual listing fees and annual custodian fee in respect of shares held in dematerialisation mode to NSDL and CDSL.
Dematerialisation of Shares
To provide better and smooth service to the shareholders, the Company's equity shares have been made available for dematerialization in electronic form in the Depository Systems operated by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), Mumbai. In order to avail the service, shareholders can have dematerialized their shares in the electronic form.
Compliance of Secretarial Standards
During the financial year 2023-24, the Company has complied with the Secretarial Standard - 1 for Meeting of Board of Directors and Secretarial Standard - 2 for General Meeting issued by the Institute of Company Secretaries of India.
Acknowledgement
Your Directors wish to place on record their sincere appreciation and thanks for the valuable cooperation and support received from the Company's Bankers, Financial Institutions, Central and State Government Authorities, Clients, Consultants, Suppliers, Members, Employees and other stakeholders of the Company and look forward for the same in greater measure in the coming years.