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EQUITY - MARKET SCREENER

Sprayking Ltd
Industry :  Mining / Minerals / Metals
BSE Code
ISIN Demat
Book Value()
540079
INE537U01011
24.8714802
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
N.A
80.27
223.09
EPS(TTM)
Face Value()
Div & Yield %
2.63
10
0
 

As on: Mar 28, 2024 06:31 PM

Dear Shareholders,

The Board of Directors hereby submits the report of the business and operations of your Company (‘the Company'), along with the audited financial statements, for the financial year ended March 31, 2023.

1. FINANCIAL HIGHLIGHTS:

(AMOUNTS IN LAKHS)

PARTICULARS YEAR ENDED 31.03.2023 YEAR ENDED 31.03.2022
I. Net Sales/Income from Operations 1932.77 1598 98
II. Other Income 0.48 0.54
III. Total Revenue (I+II) 1933.25 1599.52
IV. Earnings Before Interest, Taxes, Depreciation and Amortization Expense 254.04 49.41
V. Finance Cost 10.81 0.38
VI. Depreciation and Amortization Expense 11.08 1.97
VII. Profit Before Tax (IV-V-VI) 232.15 47.06
VIII. Tax Expense:
l. Current Tax Expense (61.11) (12.15)
ii. Deferred (1.02) (0.23)
IX. Profit After Tax (VII-VIII) 170.02 34.68

2. REVIEW OF BUSINESS OPERATION

During the year under review, Company has earned revenue from operations of Rs. 1932.77 Lakhs as against the Revenue from Operations of Rs. 1598.98 lakhs of previous Financial Year 2021-22. The Revenue from Operations of the company was increased by 17.27 % over previous year.

Further, profit before tax in the financial year 2022-23 stood at Rs. 232.15 Lakhs as compared to Rs. 47.06 Lakhs of last year and net profit after tax stood at Rs. 170.02 Lakhs compared to profit of ?.34.68 Lakhs for previous year. The profit of the Company increased as compared to previous financial year.

3. DIVIDEND

With a view to conserve and save the resources for future prospect of the Company, your Directors regret to declare dividend for the financial year 2022-23 (Previous year - Nil).

4. NET PROFIT TRANSFER TO RESERVE

The Company has not transferred any amount to any reserve for the financial year 2022-23. All the profit of the Company was transferred to carry forward credit balance of Profit and Loss account of the Company.

5. CHANGE IN THE REGISTERED OFFICE:

During the year under review, there is no change in registered office of company.

6. CHANGE IN NATURE OF BUSINESS

During the year, your Company has not changed its business or object and continues to be in the same line of business as per main object of the Company.

7. SHARE CAPITAL:

There were following changes in share capital of the Company between the end of the financial year of the company to which the financial statements relate and the date of the report.

The authonzed share capital of the company was increased from Rs. 3,50,00,000/- to Rs. 16,00,00,000/- divided into equity 1,200,00,000 shares of Rs. 10/-each on September 22, 2022.

The Paid up capital of the Company was increased to Rs 6,34,07,690/- divided into 63,40,769 Equity shares of Rs. 10/- pursuant to the issue of Right Shares to the members of the company during the year under review dated February 23, 2023.

Further the Paid up capital of the Company was increased from Rs 6,34,07,690/- to Rs. 10,56,79,460/- divided into 10567946 Equity shares of Rs. 10/- pursuant to the issue of Bonus Shares to the members of the company on May 02, 2023.

Right shares

During the year under review, The Company had issued and allotted 31,68,000 Right Equity Shares of Rs. 10/- each allotted by the Company in pursuance of Basis of Allotment approved by BSE Limited.

Bonus Shares

Furthermore, Board had issued and allotted 42,27,177 Bonus Shares to the existing equity shareholders in the ratio of 2:3 i.e. 2 (two) fully paid-up equity shares for eveiy 3 (three) existing fully paid-up equity share held by the Members of the Company by capitalizing up to Rs. 4,22,71,793/- (Rupees Four Crores Twenty-Two Lakhs Seventy-One Thousand Seven Hundred Ninety-Three Only) from the existing securities premium account and free reserves of the Company with the approval of shareholders and Board of Directors.

8. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Constitution of Board:

As on the date of this report, the Board comprises following Directors:

Name of Director Category Cum Designation Date of Appointment at current Term Total Director ship in Public Company2 No. of Committee1
in which Director is Members in which Director is Chairman
Mr. Hitesh Pragajibhai Dudhagara Chairman and Managing Director September 22, 2022 2 - -
Mr. Pragjibhai Meghjibhai Patel Whole-time Director September 22, 2022 1 1 _
Mrs. Ronak Hitesh Dudhagara Executive Director September 22, 2022 1 1 _
Mr. Dhruvik Bhandari Additional (Non-Executive Independent) Director July 19, 2023 1 2 2
Mr. Jignesh Sangham Additional (Non-Executive Independent) Director August 08, 2023 1 2 0
Mr. Vishal Pansara Additional (Non-Executive Independent) Director August 23, 2023

-

-

-

1 Committee includes Audit Committee and Shareholders' Grievances Committee across all Public Companies.

2 Excluding Section 8 Company & struck of Companies

The following Directors were appointed and resigned as follows:

Sr. No Name of Director DIN Designation Date of Appointment Date of Resignation
1. Mr. Dipesh Pala 05304761 Independent Director February 29, 2016 November 22, 2022
2. Mr. Kaushik Dudhagara 08243377 Independent Director December 31, 2018 August 08, 2023
Mr. Sandip Pandya 06783003 Independent Director November 22, 2022 July 18, 2023
3. Mr. Dhruvik Bhandan 10019613 Additional (Non-Executive Independent) Director July 19, 2023 -
4. Mr. Jignesh Sangham 10263600 Additional (Non-Executive Independent) Director August 08, 2023 -
4. Mr. Jignesh Sanghani 02230565 Additional (Non-Executive Independent) Director August 23, 2023 -

The composition of Board complies with the requirements of the Companies Act, 2013 ("Act"). Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company is exempted from requirement of having composition of Board as per Regulation 17 of Listing Regulations.

None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 164 (2) of the Companies Act, 2013.

9. BOARD MEETING

Regular meetings of the Board are held at least once in a quarter. The Board of the Company regularly meets to discuss various Business opportunities. Additional Board meetings are convened, as and when requires to discuss and decide on various business policies, str ategies and other businesses.

During the year under review, Board of Directors of the Company met 09 (Nine) times on May 28, 2022, August 17, 2022, August 30, 2022, November 11, 2022; November 22, 2022, November 24, 2022, January 01, 2023, February 02, 2023 and March 16, 2023.

The details of the attendance of each Director at the Board Meetings are given below:

Name of Director Date of Original Appointment Date of Cessation Number of Board Meetings Eligible to attend Number of Board Meetings attended
Mr. Hitesh Dudhagara February 17, 2005 - 9 9
Mr. PragjibhaiPatel February 17, 2005 - 9 9
Ms. Ronak Dudhagara February 27, 2016 - 9 9
Mr. Dipesh Pala February 29, 2016 November 22, 2022 5 5
Mr. Kaushik Dudhagara December 31, 2018 July 18, 2023 9 9
Mr. Sandip Pandya November 22, 2022 August 08, 2023 9 9
Mr. Dhruvik Bhandan July 19, 2023 -- - -
Mr. Jignesh Sangham August 08, 2023 - - -
Mr. Vishal Pansara August 23, 2023

The gap between two consecutive meetings was not more than one hundred and twenty days as provided m section 173 of the Act.

Independent Directors:

In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company has three Non-Promoter Non Executive Independent Directors in line with the act. The Company has received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Act. Further, all the Independent Directors of the Company have registered themselves in the Independent Director Data Bank.

A separate meeting of Independent Directors was held on March 30, 2023 to review the performance of Non-Independent Directors and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board.

10. BOARD DIVERSITY AND EVALUATION:

The Company recognizes and embraces the importance of a diverse board in overall success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender that will help us retain our competitive advantage.

Pursuant to provisions of Companies Act, 2013 and Rules made there under, SEBI Listing Regulations and Guidance Note on Board Evaluation issued by Securities and Exchange Board of India on January 05, 2017, The Board of Directors has carried out an annual evaluation of its own performance, performance of Individual Directors, Board Committee including the Chairman of the Board on the basis of composition and structure, attendance, contribution, effectiveness of process, information, functions and various criteria as recommended by Nomination and Remuneration Committee. The evaluation of the working of the Board, its committees, experience and expertise, performance of specific duties and obligations etc. were carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

The performance of each of the Non-Independent Directors (including the Chairman) were also evaluated by the Independent Directors at the separate meeting held between the Independent Directors of the Company on March 30, 2023.

11. PERFORMANCE EVALUATION:

The Board of Directors has earned out an annual evaluation of its own performance board committees and individual directors pursuant to the provisions of the Act.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure effectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director to e the Board and Committee Meetings like preparedness on the issues to be discussed meaningful and constructive contribution and inputs in meetings etc. In addition, the chairman was also evaluated on the key aspects of his role.

12. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

a) In preparation of annual accounts for the year ended March 31, 2023, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and profit of the Company for that year;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts for the year ended March 31, 2023 on going concern basis.

e) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

13. COMMITTEES OF BOARD

The Board of Directors, m line with the requirement of the act, has formed various committees, details of which are given hereunder.

A. Audit Committee:

The Company has formed audit committee in line with the provisions Section 177 of the Companies Act, 2013. Audit Committee meeting is generally held for the purpose of recommending the half yearly and yearly financial result. Additional meeting is held for the purpose of reviewing the specific item included in terms of reference of the Committee.

During the year under review, Audit Committee met 06 (Six) times viz on May 28, 2022, August 17, 2022, August 30, 2022 November 14, 2022, January 27, 2023 and March 16, 2023.

The composition of the Committee and the details of meetings attended by its members are given below:

Name Category Designation Meetings during the financial year 2022-23 '
Number of in Eligible to attend Attended
Mr. Kaushik Dudhagara* Non-Executive Independent Director Chairman* 6 6
Mr. Pragjibhai Patel Whole-time Director Member 6 6
Mr. Dipesh Pala* Non-Executive Independent Director Member 4 4
Mr. Sandip Pandya* Non-Executive Independent Director Member 2 2
Mr. Dhruvik Bhanderi* Additional NonExecutive Independent Director Chairman*
Mr. Jignesh Sangham* Additional NonExecutive Independent Director Member

*Mr. Dipesh Pala resigned on November 22, 2022. Thereon, Audit Committee was re-constituted and Mr. Sandip Pandya was admitted as member of Audit Committee on November 22, 2022.

(Further Mr. Sandip Pandya resigned on July 19, 2023 and Mr. Dhruvik Bhanderi was admitted as Chairman of Audit Committee on July 19, 2023.

Furthermore, Mr. Kaushik Dudhagara resigned on August 08, 2023 and Mr. Jignesh Sanghani was admitted as member of Audit Committee on August 08, 2023.)

The Statutory Auditors of the Company are invited in the meeting of the Committee wherever requires. Chief Financial Officer of the Company is a regular invitee at the Meeting.

Recommendations of Audit Committee have been accepted by the Board wherever/whenever given.

Vigil Mechanism:

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior actual or suspected fraud or violation of Company's Code of Conduct.

Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company spraykmeaero@yahoo.com.

B. Stakeholder's Grievance & Relationship Committee:

The Company has constituted Stakeholder's Grievance & Relationship Committee mainly to focus on the redressal of Shareholders' / Investors' Grievances, if any, like Transfer / Transmission / De-mat of Shares; Loss of Share Certificates; Nonreceipt of Annual Report, Dividend Warrants; etc. During the year under review, Stakeholder's Grievance & Relationship Committee met 01 (One) times viz on May 28, 2022.

The composition of the Committee and the details of meetings attended by its members are given below:

Name Category Designation Number of meetings during the financial year 2022-23
Eligible to attend Attended
Mr. Kaushik Dudhagara* Non-Executive Independent Director Chairman 1 1
Mrs. Ronak Dudhagara Executive Director Member 1 1
Mr. Dipesh Pala* Non-Executive Independent Director Member 1 1
Mr. Sandip Pandya* Non-Executive Independent Director Member ' '
Mr. Dhruvik Bhanderi* Additional NonExecutive Independent Director Member
Mr. Jignesh Sanghani* Additional NonExecutive Independent Director Chairman*

*Mr. Dipesh Pala resigned on November 22, 2022. Thereon, Stakeholder's Relationship Committee was re-constituted and Mr. Sandip Pandya was admitted as member of Stakeholder's Relationship Committee on November 22, 2022. (Further Mr. Sandip Pandya resigned on July 19, 2023 and Mr. Dhruvik Bhanderi was admitted as member of Stakeholder's Relationship Committee on July 19, 2023.

Furthermore, Mr. Kaushik Dudhagara resigned on August 08, 2023 and Mr. Jignesh Sanghani was admitted as Chairman of Stakeholder's Relationship Committee on August 08, 2023.)

During the year, the Company had not received any complaints from the Shareholders. There was no complaint pending as on March 31, 2023. "

C. Nomination and Remuneration Committee:

The Company has formed Nomination and Remuneration committee in line with the provisions of Section 178 of the Companies Act, 2013. Nomination and Remuneration Committee meetings are generally held for identifying the persons who are qualified to become Directors and may be appointed in senior management and recommending their appointments and removal.

During the year under review, Nomination and Remuneration Committee met 01 (One) times viz on May 28, 2022.

The composition ofthe Committee and the details of meetings attended by its members are given below:

Name Category Designation Number of meetings during the financial year 2022-23
Eligible to attend Attended
Mr. Dipesh Pala* Non-Executive Independent Director Chairman* 1 1
Mr. Kaushik Dudhagara* Non-Executive Independent Director Member 1 I
Mr. Hitesh Pragajibhai Dudhagara Managing Director Member 1 I
Mr. Sandip Pandya* Non-Executive Independent Director Member
Mr. Dhruvik Bhanden* Additional NonExecutive Independent Director Chairman*
Mr. Jignesh Sanghani* Additional NonExecutive Independent Director Member

*Mr. Dipesh Pala resigned on November 22, 2022. Thereon, Nomination and Remuneration Committee was re-constituted and Mr. Sandip Pandya was admitted as member of Nomination and Remuneration Committee on November 22, 2022. (Further Mr. Sandip Pandya resigned on July 19, 2023 and Mr. Dhruvik Bhanderi was admitted as member of Nomination and Remuneration Committee on July 19, 2023.

Furthermore, Mr. Kaushik Dudhagara resigned on August 08, 2023 and Mr. Jignesh Sanghani was admitted as Chairman of Nomination and Remuneration Committee on August 08, 2023.)

Nomination and Remuneration Policy:

Nomination and Remuneration Policy in the Company is designed to create a high performance culture. It enables the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company. The Company pays remuneration by way of salary, benefits, perquisites and allowances to its Executive Directors and Key Managerial Personnel. Annual increments are decided by the Nomination and Remuneration Committee within the salary scale approved by the members and are effective from April 1, of each year.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at www.spravkinsagro.com.

14. REMUNERATION OF DIRECTOR:

The details of remuneration paid during the Financial Year 2022-23 to Directors of the Company is provided in Form MGT-7 available on website of the company at www.sprayking.com.The aggregate amount paid towards Directors remuneration during the FY 2022-23 is Rs. 22,25,000/-

15. PUBLIC DEPOSIT:

The company has not accepted any deposits from the public. Hence, the directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act, 2013 or any other relevant provisions of the Act and the Rules there under are not applicable.

16. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS & SECURITY:

Details of Loans, Guarantees, Investments and Security covered under the provisions of Section 186 of the Companies Act, 2013 are given m the notes to the Financial Statement.

17. SUBSIDIARIES ASSOCIATES AND JOINT VENTURE OF THE COMPANY:

Our Company does not have any Associate and Joint Venture Company but has subsidiary named Narmada Brass Industries.

18. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All the Related Party Transactions entered into during the financial year were on an Arm's Length basis and in the Ordinary Course of Business. There are no materially significant Related Party Transactions, i.e exceeding 10% of the annual consolidated turnover as per the last audited financial statement made by the Company with Promoters, Directors, Key Managerial Personnel (KMP) and other related parties which may have a potential conflict with the interest of the Company at large, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2 is not applicable.

Further, prior omnibus approval of the Audit Committee is obtained on yearly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were placed before the Audit Committee and the Board of Directors for their approval on quarterly basis.

The details of the related party transactions for the financial year 2022-23 is given in notes of the financial statements which is part of Annual Report.

The Policy on Related Party Transactions as approved by the Board of Directors is available on the website of the Company at www.spravkingaaro.com

19. SECRETARIAL STANDARDS OF ICSI:

The Company is in compliance with the Secretarial Standard on Meetings of the Board of Directors (SS-1) and General Meeting (SS-2) issued by the Institute of Company Secretaires of India and approved by the Central Government.

20. ANNUAL RETURN

Pursuant to Section 92 of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return is available on the website of the Company at www.spravkingaaro.com

21. PARTICULAR OF EMPLOYEES:

The ratio of the remuneration of each whole-time director to the median of employees' remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure - A.

22. MATERIAL CHANGES AND COMMITMENT:

There is one material changes and commitments affecting the financial position of the Company have occurred between the end of Financial Year of the Company i.e. March 31, 2023 to the date of this Report.

"Sprayking Agro Equipment Limited has acquired 51% equity stake for Rs. 5.10 crores vide Partnership Deed dated 27th June, 2023 in Narmada Brass Industries (a partnership firm of Hitesh Pragjibhai Dudhagara and Ronak Hitesh Dudhagara (Directors of Sprayking)."

23. SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals which impact the going concern status and the Company's operations in future.

24. CORPORATE SOCIAL RESPONSIBILITY

The Company does not fall under the criteria laid under the provisions of Section 135 of the Act and rules framed there under. Therefore, the provisions of Corporate Social Responsibility are not applicable to the Company.

25. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

To foster a positive workplace environment, free from harassment of any nature, we have institutionalized the Anti-Sexual Harassment Initiative (AS HI) framework, through which we address complaints of sexual harassment at the all workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate.

During the year under review, there were no incidences of sexual harassment reported.

26. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

A. Conservation of energy -

i. ) The steps taken or impact on conservation of energy:

Company ensures that the operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.

ii. ) The steps taken by the Company for utilizing alternate sources of energy:

No alternate source has been adopted.

iii. ) The capital investment on energy conservation equipment:

No specific investment has been made in reduction in energy consumption.

B. Technology absorption —

i. ) The effort made towards technology absorption: Not Applicable.

ii. ) The benefit derived like product improvement, cost reduction, product development or import substitution: Not Applicable

iii. ) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) -

a. The details of technology imported: Nil.

b. The year of import: Not Applicable.

c. Whether the technology has been fully absorbed: Not Applicable.

d. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Not Applicable

iv. ) The expenditure incurred on Research and Development: Nil

C. Foreign Exchange Earnings & Expenditure:

i. ) Details of Foreign Exchange Earnings: Rs. 822.02 (Rs. in lacs)

ii. ) Details of Foreign Exchange Expenditure: Rs. 312.90 (Rs. in lacs)

27. RISK MANAGEMENT:

A well-defined risk management mechanism covering the risk mapping and trend analysis risk exposure potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact if triggered. A detailed exercise is being carried out to identify evaluate monitor and manage both business and non-business risks.

28. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has adequate and efficient internal and external control system, which provides protection to all its assets against loss from unauthorized use and ensures correct reporting of transactions. The internal control systems are further supplemented by internal audits carried out by the respective Internal Auditors of the Company and Periodical review by the management. The Company has put in place proper controls, which are reviewed at regular intervals to ensure that transactions are properly authonzed, correctly reported and assets are safeguarded.

29. CORPORATE GOVERNANCE:

Pursuant to SEBI (LODR) Regulations, 2015, the report on Corporate Governance during the period under review with the Certificate issued by M/s M Mayuri Rupareliya & Associates., Practicing Company Secretaries, on compliance in this regards forms part ofthis Annual Report.

30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34, and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a review of the performance of the Company, for the year under review, Management Discussion and Analysis Report, is presented in a separate section forming part of this Annual Report.

31. STATUTORY AUDITOR AND THEIR REPORT:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with rules made thereunder, M/s. B.B. Gusani & Associates, Chartered Accountant, Jamnagar (FRN: 140785W), were appointed as Statutory Auditors of the Company to fill the casual vacancy due to resignation of M/s. D.G.M.S & Co. Chartered Accountant, Jamnagar (FRN: 0112187W) to hold office till conclusion of the 19th Annual General Meeting(AGM) of the Company to be held on September 21, 2023.

The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors' Report does not contain any qualification, reservation or adverse remark. The Auditors' Report is enclosed with the financial statements in this Annual Report.

32. REPORTING OF FRAUD:

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

33. SECRETARIAL AUDITOR AND THEIR REPORT:

Pursuant to the provisions of Section 204 of the Act read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s. M Mayuri Rupareliya & Associates, Practicing Company Secretary, Jamnagar to conduct the Secretarial Audit of the Company for the financial year 2022-23. The Secretarial Audit Report is annexed herewith as Annexure —A to this Report.

34. WEBSITE:

As per Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 the Company has maintained a functional website namely "www.spraykingagro.com" containing basic information about the Company.

The website of the Company is containing information like Policies, Shareholding Pattern, Financial and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company etc.

35. GENERAL

There were no transactions with respect to following matters during the year:

1. There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016.

2. There was no instance of one-time settlement with any Bank or Financial Institution

36. ACKNOWLEDGEMENT:

Your Directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment, enabling the Company to achieve good performance during the year under review.

Your Directors also take this opportunity to place on record the valuable co-operation and support extended by the banks, government, business associates and the shareholders for their continued confidence reposed in the Company and look forward to having the same support m all future endeavors.

For and on behalf of Board of Directors
Sprayking Agro Equipment Limited
Sd/- Sd/-
Hitesh Pragajibhai Pragjibhai
Dudhagara Meghjibhai Patel
Place: Jamnagar Chairman & Managing Whole-time Director
Date: 23/08/2023 Director DIN 00414510
DIN 00414604