As on: May 04, 2024 03:13 PM
To
The Members of
Nirmitee Robotics India Limited
Your Directors have pleasure in presenting their Seventh Annual Report on the Business and Operations of the Company and the Accounts for the Financial Year ended 31st March, 2023.
1. FINANCIAL PERFORMANCE OF THE COMPANY:
The company's financial performance during the financial year 2022-2023 has been considerably good since total turnover of the Company increased significantly as compared to previous year. There has been a considerable increase in profit of the company as compared to the previous year due to consistent hard work of the Company. The Operating results of the company for the year are as under:
(Amt in thousands)
*The Company has incorporated its wholly owned subsidiary in Dubai dated 22nd June, 2022, hence the preparation of consolidated financials was not applicable in previous years.
2. STATE OF COMPANY'S AFFAIRS, RESULT OF OPERATION AND FUTURE OUTLOOK:
COMPANY'S AFFAIRS AND RESULT OF OPERATION:
(Amt in thousand)
The Total revenue of the Company stood at Rs. 53,825.02 thousand in the current year and Rs. 41,753.05 thousand in the previous year. The Company made a net profit of Rs. 6,253.34 thousand for the year ended March 31, 2023 as compared to the net profit of Rs. 3,267.01 thousand in the previous year.
FUTURE OUTLOOK:
The Management is looking for the growth and diversification of the business of Company.
Further, the Management is hopeful that Company will register even higher growth rate in future as the corporate and social community is getting alert towards duct cleaning during the pandemic. The Company is working rapidly and looking forward for opportunities to grab more and more business and clients and has also expanded its business activities by incorporating a wholly-owned subsidiary in Dubai, the positive results of which will be seen in the coming years.
3. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
a. Composition of Board of Directors:
The Composition of Board of Directors as on 31st March, 2023 is as follows;
b. Key Managerial Personnel:
The following persons are the Key Managerial Personnel of Company as on 31st March 2023;
c. Change in Director and KME: '
During the financial year, following changes have been occurred;
*Note: Mrs. Jaspreet Kaur Bhamra, Company Secretary cum Compliance Officer resigned from the office from the end of business hours on 14th August, 2023 and the casual vacancy arised due to her resignation was filled by appointing Miss. Neelam Bahlani as Company Secretary cum Compliance Officer w.e.f. 16th August, 2023.
d. Retirement by Rotation of the Directors:
In accordance with the provisions of Section 152 (6) of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Rajesh Narendra Admane, Non-Executive Director (DIN: 01504366) of the Company, retires by rotation and offers herself for reappointment.
e. Independent Directors:
The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) and 25 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.
4. DISCLOSURE BY DIRECTORS:
The Directors on the Board have submitted notice of interest under Section 184_(1)/i.e. in Form MBP-1, intimation under Section 164(2) i.e. in Form DIR-8 and declaration as to compliance with the Code of Conduct of the Company.
5. CODE OF CONDUCT:
The Company has laid down a code of conduct for all Board members and Senior Management and Independent Directors of the Company.
All the Board members including Independent Directors and Senior Management Personnel have affirmed compliance with the code of conduct.
6. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of this report except company has issued 3000990 bonus shares of Rs. 10/- in the ratio of 5:1 to the existing shareholders as on 27th April, 2022. The company has capitalized its share premium of Rs. 3,00,09,900/- (Rupees Three Crore Nine Lakhs Nine Hundred Only) towards the issue of bonus shares. The company has also incorporated a wholly-owned subsidiary company in Dubai, UAE and this will not directly affect the financial position of the company. The company has incurred approx. INR 1,05,10,872 (Indian Rupees One Crore Five Lakh Ten Thousand Eight Hundred and Seventy-Two) towards pre-incorporation expenses with regard to the wholly-owned subsidiary in Dubai, UAE as on date of this report.
7. CONSOLIDATED FINANCIAL STATEMENT:
The company has incorporated a wholly-owned subsidiary "Nirmitee Robotics AC Maintenance LLC" in Dubai on 22nd June, 2022. Hence, it is required to prepare Consolidated Financial Statement for financial year ended 31st March, 2023.
8. SUBSIDIARIES ASSOCIATESaNDjOINT VENTURE OF THE COMpAnY:
The company has recently incorporated a wholly-owned subsidiary in the name of "Nirmitee Robotics AC Maintenance LLC" in Dubai on 22nd June, 2022. Details of Subsidiaries has been mentioned in Annexure-I (Form AOC-1).
9. DIVIDEND:
The dividend policy for the year under review has been formulated taking into consideration growth of the company and to conserve resources, the Directors do not recommend any dividend for year ended March 31, 2023.
10. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid during the last year.
11. COMMITTEES OF BOARD:
The Board of Directors in line with the requirement of the act has formed various committees.
The detailed terms of reference of the Committee is available on the website of the Company at https://www.nirmiteerobotics.com/investors/.
A. Audit Committee:
The Audit Committee was constituted pursuant to the provisions of Companies Act, 2013and it consists of the following persons;
All the recommendations made by Audit Committee were accepted by the Board of Directors. Further, during the year, four (4) meetings of the audit committee were held and the details of the same are as follows:
B. Nomination and Remuneration Committee:
The Nomination and Remuneration committee had duly formed in line with the provisions of Section 178 of the Companies Act 2013. The details of the Committee is available on the website of the Company at https://www.nirmiteerobotics.com/investors /and it comprises of following persons;
All the recommendations made byCommittee were accepted by the Board of Directors.
During the year, three (3) meeting of the Nomination and Remuneration Committee was held and the details of the same are as follows: A
C. Stakeholder Relationship Committee:
The Stakeholder's Relationship Committee had been duly formed mainly to focus on the redressal of Shareholders'/Investors' Grievances if any like Transfer / Transmission / Demat of Shares; Loss of Share Certificates; Non receipt of Annual Report; Dividend Warrants; etc. The details of the Committee is available on the website of the Company at https://www.nirmiteerobotics.com/investors / and it comprises of following persons;
During the year, four (04) meetings of the Stakeholder Relationship Committee were held and the details of the same are as follows;
D. Change in committees:
There was no change in committees during the financial year.
12. BOARD EVALUATION: ^
Your Board has devised an Evaluation Policy for evaluating the performance of the Board, its Committees, Executive Directors, and Independent Directors. Based on the same, the performance was evaluated for the financial year ended March 31, 2023. As part of the evaluation process, the performance of Non- Independent Directors, the Chairman and the Board was conducted by the Independent Directors.
The performance evaluation of the respective Committees and that oflndependent and NonIndependent Directors was done by the Board excluding the Director being evaluated.
The policy inter alia provides the criteria for performance evaluation such as Board effectiveness, quality of discussion, contribution at the meetings, business acumen, strategic thinking, time commitment, and relationship with the stakeholders, corporate governance practices, contribution of the committees to the Board in discharging its functions etc.
13. EXTRACT OF ANNUAL RETURN:
Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return in e-form MGT-7 for FY 2022-23 is available on Company's website at URL https://www.nirmiteerobotics.com/investors/.
14. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a Vigil Mechanism which also incorporates a Whistle Blower Policy in line with the provisions of the Companies Act, 2013 to report genuine concerns or grievances. The Vigil Mechanism/ Whistle Blower Policy may be accessed on the Company's website at https://www.nirmiteerobotics.com/investors/
15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
All contracts/ arrangements/ transactions entered by the Company during F.Y. 2022-23 with related parties were on an arm's length basis and in the ordinary course of business. There were no material Related Party Transactions (RPTs) undertaken by the Company during the year that require Shareholders' approval under Section 188 of the Act.
All the transactions were in compliance with the applicable provisions of the Act and SEBI Listing Regulations. Given that the Company has reported the transactions in pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 and the same has been provided in Annexure-II.
During F.Y. 2022-23, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company other than sitting fees, commission and reimbursement of expenses, as applicable.
The Company formulated a policy on Related Party Transactions (RPTs) in accordance with the Act and the SEBI Listing Regulations including any amendments thereto for identifying, reviewing approving and monitoring of RPTs. The said policy has been revised in line with the amendment in SEBI Listing Regulations and the same is available on the Company's website URL https://www.nirmiteerobotics.com/investors/
16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134 (3) (m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, do not apply to the Company. Accordingly, these particulars have not been provided.
During the year under review, there was no foreign exchange earnings. The Foreign exchange expenditure amounted to Rs. 1,10,45,950/- 'i
17. AUDITORS:
a. Statutory Auditors:
M/s. BPSD & Associates, Chartered Accountants Nagpur (FRN: 118251W), have successfully conducted the statutory audit of Company for the financial year end 31st March, 2023.
M/s BPSD & Associates, Chartered Accountants (FRN: 118251W) were appointed as Statutory Auditors of the Company at AGM held on 25th September, 2021 and they shall be holding their office till the conclusion of AGM relevant to financial year 2024-25.
There is no requirement for ratification of auditors in this Annual General Meeting as per the provision of Section 139 of the Companies Act, 2013 as amended.
The notes to accounts referred to in the Auditors' Report are self-explanatory and therefore, do not call for any further comments.
b. Secretarial Auditor:
The Secretarial Audit Report as required under section 204 of the Companies Act, 2013 and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in the Form MR-3 is annexed herewith for your kind perusal and information as Annexure- III.
c. Cost Auditor:
Section 148 of the Companies Act, 2013 is not applicable to the Company.
d. Internal Auditor:
The Board has appointed CA Kasturi Panchawatikar (Membership No. 186682) as an Internal Auditor pursuant to Section 138 of the Companies Act, 2013 to ensure the routine internal audits and controls w.e.f. 01st October, 2021.
18. MANAGERIAL REMUNERATION:
The Company has paid managerial remuneration during the financial year 2022-23 and the details of the same are disclosed in Management Discussion and Analysis Report (MDAR) as
Annexure-IV.
19. REMUNERATION POLICY:
The Company's policy on the appointment and remuneration of Directors and Key Managerial Personnel provides a framework based on which our human resources management aligns their recruitment plans for the strategic growth of Company and the same is available on the Company's website URL https://www.nirmiteerobotics.com/investors/
20. REPORTING OF FRAUD BY AUDITOR:
During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board's report.
21. LOANS, GUARANTEES AND INVESTMENTS:
During the year under review the Company has not given any long term loan and advances and has not made any investment under Section 186 of the Companies Act, 2013.
Note: The Company has given an advance amount of Rs. 7,784.48/- (in thousand) for incorporation of Nirmitee Robotics AC Maintenance LLC, in Dubai a wholly owned subsidiary of the Company.
22. DEPOSITS:
The company has not invited/accepted any deposits from the members as well as ' public during the year ended March 31, 2023. There were no unclaimed or unpaid deposits as on
March 31, 2023.
23. DISCLOSURE [UNDER SEXUAL HARRASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:
Your Company has put in place a policy for prevention, prohibition and redressal against sexual harassment of women at the work place, to protect women employees and enable them to report sexual harassment at the workplace in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.
All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaints were received during F.Y. 2022-23.
24. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND SECRETARIAL AUDITORS IN THEIR REPORTS:
There was no comment on qualifications, reservations or adverse remarks or disclaimers made by the auditors and secretarial auditors in their reports.
25. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:
The Company had 15 Board meetings during the financial year under review. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.
Further, the Directors state that the applicable secretarial standard i.e. SS-1 relating to ‘Meeting of the Board of Directors' has been duly followed' iby the Company.
26. SEPARATE MEETING OF INDEPENDENT DIRECTORS:
As stipulated by the Code of Independent Directors under the Companies Act, 2013; a separate meeting of the Independent Directors of the Company was held on March 28th, 2023 to review the performance of Non-Independent Directors and the entire Board. The Independent Directors also reviewed the quality, content and timeliness of the flow of information between the Management and the Board and its' Committees which is necessary to effectively and reasonably perform and discharge their duties.
27. GENERAL MEETING:
During the year under review, Annual General Meeting of the Company pertaining to
Financial Year 2021-22 was held on 30th September, 2022.
The Directors state that the applicable secretarial standard i.e. SS-2, relating to ‘General Meeting', has been duly followed by the Company.
28. SIGNIFICANT AND MATERIAL ORDERS:
During the year under review, no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.
29. DETAILED REASON OR REPORT ON REVISION OF FINANCIAL STATEMENTS:
There is no revision of financial statement. Hence, it is not applicable to your company.
30. SHARES:
i. Issue of shares or other convertible securities:
The Company has issued 3000990 bonus shares of Rs. 10/- in the ratio of 5:1 to the existing shareholders as on 27th April, 2022. The company has capitalized its share premium of Rs. 3,00,09,900/- (Rupees Three Crore Nine Lakhs Nine Hundred Only) towards the issue of bonus shares.
ii. Issue of equity shares with differential rights:
The Company has not issued any equity shares with differential rights during the year under review.
iii. Issue of sweat equity shares:
The Company has not issued any sweat equity shares during the year under review.
iv. Details of employee stock options:
The Company has not issued any Employee Stock Options during the year under review.
v. Shares held in Trust for the benefit of employees where the voting rights are not exercised directly by the employees:
The Company does not held any shares in trust for the benefit of employees where the , voting rights are not exercised directly by the employees during the year under review.
vi. Issue of Debentures, Bonds or Any Non-Convertible Securities:
The Company has not issued any debentures, bonds or any non-convertible securities during the year under review.
vii. Issue of Warrants:("")
The Company has not issued any warrants during the year under review.
31. 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 authorized, correctly reported and assets are safeguarded.
32. MAINTENANCE OF COST RECORDS:
Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not required by the Company and accordingly such accounts and records have not been made and maintained.
33. CORPORATE SOCIAL RESPONSIBILITY:
The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy., on corporate social responsibility.
34. PARTICULARS OF EMPLOYEE:
Disclosure pertaining to remuneration and other details as required under Section 197(127 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, are given in the Annexure-V forming part of this report.
35. CORPORATE GOVERNANCE:
As a good corporate governance practice the Company has generally complied with the corporate governance requirements. Our disclosures seek to attain the best practices in corporate governance. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions.
As our company has been listed on Start-up Segment of the SME Platform on BSE Limited, therefore by virtue of Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the compliance with the corporate Governance provisions as specified in regulation 17 to 27 and Clause (b) to (i) of sub regulation (2) of Regulation 46 and Para C, D and E of schedule V are not applicable to the company.
Hence, corporate governance report does not form a part of this Board Report, though we are committed towards best corporate governance practices.
36. DIRECTORS RESPONSIBILITY STATEMENT:
Your Directors state that:
a. in the preparation of the annual financial statements for the year ended March 31, 2023, the applicable accounting standards have been followed with no material departures;
b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit of the Company for the year ended on that date;
c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. the Directors have prepared the annual financial statements on a going concern basis;
e. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and
f. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
37. RISK MANAGEMENT:
Your Board has adopted a well-defined process for managing its risks on an ongoing basis and for conducting the business in a risk conscious manner. The Company has a structured and comprehensive Risk Management Frame work under which the risks are identified, assessed, monitored and reported as a part of normal business practice.
The Risk Management System is fully aligned with the corporate and operational objectives. There is no element of risk which in the opinion of the Board may threaten the existence of the Company.
38. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
In terms of the provisions of Regulation 34 and schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the Management's discussion and analysis report is annexed in Annexure- IV.
39. WEBSITE:
The Company is maintaining its functional website and the website contains basic as well as investor related information. The link of website is https://www.nirmiteerobotics.com/
40. DISCLOSURES
The Company believes in providing safe and harassment free workplace for every individual working in the Company. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment and for this purpose the Company has in place a robust policy, aiming to obtain the complaints, investigate and prevent any kind of harassment of employees at all levels.
For the current financial year end, no complaint was received by the company.
ACKNOWLEDGEMENT:
Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.
For and on behalf of the Board of Directors