As on: Apr 27, 2024 03:18 AM
Under our Articles of Association, we are required to have not less than three directors and not more than 15 Directors. As on the date of this Draft Prospectus, we have 4 Directors on our Board.
Set forth below are details regarding our Board as on the date of this Draft Prospectus:
Relationship between our Directors
None of our Directors are related to each other.
Brief Profile of our Directors
Ashok A. Shah, aged 69 years, is the Non-Executive Chairman of our Company. He is an under graduate. He is having experience of more than 40 years in field of aluminium industry. Prior to joining our company, he was working in aluminium industry. He provides strategic guidance to our Company and leverage his experience in getting business for our Company.
Rajkumar M. Singh, aged 31 years, is the Managing Director of our Company. He has completed his M.A. Political Science from Dr. Ram Manohar Lohia Avadh University. He is having experience of about 5 years in field of chemicals and metal trading. He take care of day to day business of our Company and executes the strategy as per the approval of our Board of Directors.
Jay Vijaykumar Mehra, aged 26 years, is an Independent Director of our Company. He has completed his diploma in computer engineering from Gujarat Technological University. He is having experience of 2 years in field of trading and graphic design. He has been on our Board since June 7, 2017.
Hetal Babubhai Varia, aged 30 years, is an Independent Director of our Company. She has completed her B.Com from University of Mumbai. She is having an experience of over 5 years in the field of accounting and taxation. She has been on our Board since February 1, 2020.
Further Confirmations:
There are no arrangements or understanding with major shareholders, customers, suppliers, or others, pursuant to which any of the Directors were selected as a Director.
There is no service contracts entered into by the Directors with our Company providing for benefits upon termination of employment.
None of the Directors is declared as wilful defaulters by the RBI or any bank or financial institution or consortium thereof.
None of our Promoters or Directors of our Company are declared Fugitive Economic Offenders under Section 12 of the Fugitive Economic Offenders Act, 2018.
None of our Directors is or was a director of any listed company during the last five years preceding the date of this Draft Prospectus, whose shares have been or were suspended from being traded on the Stock Exchange(s), during the term of their directorship in such company.
None of the Promoters, Persons forming part of our Promoter Group, Directors or persons in control of our Company, has been or is involved as a promoter, director or person in control of any other company, which is debarred from accessing the capital market under any order or directions made by SEBI or any other regulatory authority.
No consideration in cash or shares or otherwise has been paid or agreed to be paid to any of our Directors or to the firms of companies in which they are interested by any person either to induce him to become or to help him qualify as a Director, or otherwise for services rendered by him or by the firm or company in which he is interested, in connection with the promotion or formation of our Company.
No proceedings/ investigations have been initiated by SEBI against any company, the board of directors of which also comprises any of the Directors of our Company. No consideration in cash or shares or otherwise has been paid or agreed to be paid to any of our Directors or to the firms of companies in which they are interested by any person either to induce him to become or to help him qualify as a Director, or otherwise for services rendered by him or by the firm or company in which he is interested, in connection with the promotion or formation of our Company.
Compensation of our Directors
Terms and conditions of employment of our Managing Director
Rajkumar M. Singh was appointed as Managing Director of our Company vide board resolution dated July 15, 2020, for a period of three years commencing from August 1, 2020. The significant terms of his employment are as below:
Remuneration details of our Non-Executive and Independent Directors
No remuneration or sitting fees is payable to our Non-Executive and Independent Directors.
Bonus or Profit-Sharing Plan of the Directors
None of our Directors are party to any bonus or profit-sharing plan of our Company.
Shareholding of Directors in our Company
Our Articles of Association do not require our Directors to hold qualification shares. As on date of the Draft Prospectus, our Directors hold the following number of Equity Shares of our Company:
Number of Equity Shares Held (Pre-Issue) Percentage of pre-Issue capital
Interest of Directors
a) Our Non-Executive Non-Independent Directors and Independent Directors may be deemed to be interested to the extent of sitting fees payable to them for attending meetings of our Board and Committees thereof and reimbursement of expenses available to them and commission payable to them as approved by our Board. All our Executive Directors may be deemed to be interested to the extent of other remuneration and reimbursement of expenses payable to them.
b) Our Promoters may be deemed to be interested in the promotion or formation of our Company. Our Directors may also be regarded as interested in the Equity Shares held by them, if any (together with dividends and any other distributions in respect of such Equity Shares).
c) Further, none of our Directors have any interest in any transaction by our Company for acquisition of land, construction of building or supply of machinery.
d) No consideration in cash or shares or otherwise has been paid or agreed to be paid to any of our Directors or to the firms or companies in which any of our Directors are interested, by any person, either to induce him to become, or to qualify him as, as a Director, or otherwise for services rendered by our Directors or by the firm or company in which they are interested, in connection with the promotion or formation of our Company.
e) Except as disclosed in “Financial Statements” beginning on page 92 and as disclosed in this section, none of our Directors have any interest in our business.
f) Further, except as disclosed in “Financial Statements” beginning on page 92, no loans have been availed by our Directors from our Company.
Changes in our Board during the Last Three Years
Except as disclosed below, there have been no changes in our Board during the last three years:
Borrowing Powers of our Board
Our Articles of Association, subject to applicable law, authorize our Board to raise or borrow money or secure the payment of any sum of money for the purposes of our Company. Pursuant to a resolution passed by our shareholders at their meeting held on February 24, 2020, our shareholders have authorized our Board to borrow any sum of money from time to time notwithstanding that the sum or sums so borrowed together with the monies, if any, already borrowed by the company (apart from temporary loans obtained from the Company's bankers in the ordinary course of business) exceed the paid up capital and free reserves of the Company provided such amount does not exceed`25,00,00,000 (Rupees Twenty Five Crores Only) in excess of its paid up capital and free reserves which may have not been set apart for any purpose.
Corporate Governance
The provisions of the SEBI (LODR) Regulations with respect to corporate governance will also be applicable to our Company immediately upon the listing of our Equity Shares with the Stock Exchange. Our Company is in compliance with the requirements of the applicable regulations, including the SEBI (LODR) Regulations, the SEBI (ICDR) Regulations and the Companies Act, 2013 in respect of corporate governance including constitution of the Board and committees thereof.
Our Board has been constituted in compliance with the Companies Act and SEBI (LODR) Regulations, to the extent applicable. Our Board functions either as a full board or through various committees constituted to oversee specific functions. In compliance with the requirements of the Companies Act and the SEBI (LODR) Regulations, to the extent applicable our Board of Directors consists of 4 (four) Directors (including one woman Director) of which three are non-executive Independent Directors which is in compliance with the requirements of Regulation 17 of SEBI (LODR) Regulations.
Committees of our Board
Our Board has constituted the following committees including those for compliance with corporate governance requirements:
a. Audit Committee
Our Audit Committee was constituted pursuant to a resolution of our Board dated July 15, 2020. The Audit Committee comprises:
The Company Secretary of the Company shall act as the Secretary of the Audit Committee.
Set forth below are the scope, functions, and the terms of reference of our Audit Committee, in accordance with Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (LODR) Regulations.
A. Powers of Audit Committee
The Audit Committee shall have powers, including the following:
To investigate any activity within its terms of reference;
To seek information from any employee; To obtain outside legal or other professional advice; and
To secure attendance of outsiders with relevant expertise if it considers necessary.
B. Role of Audit Committee
The role of the Audit Committee shall include the following:
Oversight of our Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient, and credible; Recommendation for appointment, re-appointment and replacement, remuneration and terms of appointment of auditors of our Company; Approval of payment to statutory auditors for any other services rendered by the statutory auditors; Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to: o Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013;
o Changes, if any, in accounting policies and practices and reasons for the same;
o Major accounting entries involving estimates based on the exercise of judgment by management;
o Significant adjustments made in the financial statements arising out of audit findings;
o Compliance with listing and other legal requirements relating to financial statements;
o Disclosure of any related party transactions; and
o Modified opinion(s) in the draft audit report. Reviewing, the quarterly financial statements with the management before submission to the Board for approval; Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter; Review and monitor the auditor's independence and performance, and effectiveness of audit process; Approval or any subsequent modification of transactions of our Company with related parties; Scrutiny of inter-corporate loans and investments; Valuation of undertakings or assets of our Company, wherever it is necessary; Evaluation of internal financial controls and risk management systems; Monitoring the end use of funds raised through public offers and related matters; Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems; Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit; Discussion with internal auditors of any significant findings and follow up there on; Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board; Discussion with statutory auditors before the commencement of the audit, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern; To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors; To establish and review the functioning of the whistle blower mechanism; Approval of appointment of the chief financial officer (i.e., the whole-time finance director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience, and background, etc. of the candidate; Carrying out any other terms of reference as may be decided by the Board or specified/ provided under the Companies Act, 2013 or the SEBI (LODR) Regulations or by any other regulatory authority; and Review of (1) management discussion and analysis of financial condition and results of operations; (2) statement of significant related party transactions (as defined by the audit committee), submitted by management; (3) management letters / letters of internal control weaknesses issued by the statutory auditors; (4) internal audit reports relating to internal control weaknesses; (5) the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee; (6) statement of deviations including (a) quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of the SEBI (LODR) Regulations; (b) annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7) of the SEBI (LODR) Regulations.
As required under Regulation 18 of the SEBI (LODR) Regulations, the Audit Committee shall meet at least four times in a year, and not more than four months shall elapse between two meetings. The quorum shall be two members present, or one-third of the members, whichever is greater, provided that there should be a minimum of two independent members present.
b. Stakeholders' Relationship Committee
The Stakeholders' Relationship Committee was constituted by a resolution of our Board dated July 15, 2020. The Stakeholders' Relationship Committee comprises:
Nature of Directorship
Independent Director
The Company Secretary of the Company shall act as the Secretary of the Stakeholders' Relationship Committee.
Set forth below are the terms of reference of our Stakeholders' Relationship Committee.
To look into the redressal of grievances of shareholders, debenture holders and other security holders; To investigate complaints relating to allotment of shares, approval of transfer or transmission of shares;
To consider and resolve the grievances of the security holders of the company including complaints related to transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends; and To carry out any other function as prescribed under the SEBI (LODR) Regulations as and when amended from time to time.
c. Nomination and Remuneration Committee
The Nomination and Remuneration Committee was constituted by our Board on July 15, 2020. The scope and function of the Nomination and Remuneration Committee is in accordance with Section 178 of the Companies Act, 2013 and the SEBI (LODR) Regulations. The Nomination and Remuneration Committee include the following:
The Company Secretary of the Company shall act as the Secretary of the Nomination and Remuneration Committee.
The scope, functions and the terms of reference of the Nomination and Remuneration Committee is in accordance with the Section 178 of the Companies Act, 2013 read with Regulation 19 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Set forth below are the terms of reference of our Nomination and Remuneration Committee.
Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel, and other employees. The Nomination and Remuneration Committee shall, while formulating such policy ensure that (a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully; (b) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and (c) remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals;
Devising a policy on diversity of board of directors;
Identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every director's performance;
To extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.
OUR KEY MANAGERIAL PERSONNEL
Set forth below are the details of our key managerial personnel in addition to our Managing Director, Whole-time Director as on the date of the Draft Prospectus. For details of our Managing Director, Whole-time Director please refer “ Our Management” on page 76.
Devjeet Chakraborty, aged 42 Years, is the Chief Financial Officer of our Company. He has completed his Post Graduate Diploma in Business Management Marketing from Symbiosis Centre for Distance Learning, Pune. He has experience of over 15 years in marketing. He has been associated with our Company as the Chief Financial Officer with effect from August 1, 2020. In the fiscal ended March 31, 2020, he did not receive any remuneration as he joined our Company in August 2020.
Mansi Shah, aged 31 years, is the Company Secretary & Compliance Officer of our Company. She has completed her master's in commerce from Symbiosis University, Pune. She is a qualified Company Secretary and a member of the Institute of Company Secretaries of India. She has professional experience of approximately 1 year in the filed of Company Law and listing compliances. She has been associated with our Company since August 1, 2020. In the fiscal ended March 31, 2020, she did not receive any remuneration as she joined our Company in August 2020.
Mehul Jain, aged 23 years, is the Manager-Marketing & Supplies of our Company. He has completed his Bachelor of Business Administration from The University of Toledo. He has experience of about 1 year in marketing. He has been associated with our Company since July 1, 2019. In the fiscal ended March 31, 2020, he received the gross remuneration of `2.40 Lakhs.
Shareholding of KMP
None of the above mentioned key managerial personnel hold any Equity Shares in our Company. For details of shareholding of our Directors and key managerial personnel, please refer “Capital Structure” on page 40.
Status of Key Managerial Personnel
All our key managerial personnel are permanent employees of our Company.
Nature of family relationship
None of the above mentioned key managerial personnel are related to each other and neither are they related to our Promoters or Directors.
Arrangements and Understanding with Major Shareholders
None of our key managerial personnel or Directors has been appointed pursuant to any arrangement or understanding with our major shareholders, customers, suppliers, or others. For more information, refer “History and Certain Other Corporate Matters” on page 73.
Bonus or Profit-Sharing Plan for our Key Managerial Personnel
As on the date of this Draft Prospectus our Company does not have any performance linked bonus or profit-sharing plan with any of our key managerial personnel.
Loans to Key Managerial Personnel
There is no loan outstanding against any of the key managerial personnel as on date of this Draft Prospectus.
Interest of Key Managerial Personnel
Except as disclosed in “Interest of Directors” on page 79 in respect of Directors, no other Key Managerial Personnel of our Company has any interest in our Company other than to the extent of the remuneration or benefits to which they are entitled to as per their terms of appointment and reimbursement of expenses incurred by them during the ordinary course of business. There is no contingent or deferred compensation accrued for the year payable to the Key Managerial Personnel, even if the compensation is payable at a later date.
Further, the Key Managerial Personnel may be regarded as interested in the Equity Shares held by them, if any, (together with dividends and any other distributions in respect of such Equity Shares). Except as disclosed in “Financial Statements” beginning on page 92, no loans have been availed by our Key Managerial Personnel from our Company.
Employees Stock Option Scheme
Our Company does not have any Employee Stock Option Scheme/ Employee Stock Purchase Scheme as on the date of filing of the Draft Prospectus.
Payment or Benefit to officers of our Company
Except as disclosed in this Draft Prospectus, no amount or benefit has been paid or given or is intended to be paid or given to any of our Company's employees including the Key Management Personnel within the two years preceding the date of filing of this Draft Prospectus, except for the payment of remuneration or commission for services rendered as an officer of our Company.
Changes in our Company's Key Managerial Personnel during the last three years
Except as disclosed below, there have been no changes in our Key Managerial Personnel during the last three years
Interest of our Promoters
Our Promoters are interested in our Company to the extent
(i) that they have promoted our Company;
(ii) of their shareholding and the shareholding of relatives in our Company and the dividend payable, if any and other distributions in respect of the Equity Shares held by them or the relatives;
(iii) of being Managing Director and Key Management Personnel of our Company and the remuneration, sitting fees and reimbursement of expenses payable by our Company to him;
(iv) that he has mortgaged his personal properties and provided personal guarantees for the loans availed by our Company;
(v) of being a subscriber to the Memorandum of Association of our Company;
(v) of his relatives having been appointed to places of profit in our Company; and
(vi) that our Company has undertaken transactions with them, or their relatives or entities in which our Promoter hold shares. For details regarding the shareholding of our Promoter in our Company, please refer “Capital Structure”, “Our Management” and “Related Party Transactions” on pages 40, 76 and 110, respectively.
Our Promoters do not have any interest in any property acquired by our Company within two years of the date of this Draft Prospectus or proposed to be acquired by it or in any transaction in acquisition of land and construction of building etc. Further, our Promoter do not have any interest in any supply of machinery to our Company.
Other than as disclosed in the section “Related Party Transaction as Restated” on page 110, there are no sales/purchases between our Company and our Promoter and Promoter Group and Group Companies where such sales or purchases exceeding in value in the aggregate 10% of the total sales or purchases of our Company or any business interest between our Company, our Promoter, our Promoter Group and Group Entities as on the date of the last audited financial statements.
Our Promoters may also be deemed to be interested in our Company to the extent of the personal guarantees given by them for the loans availed by our Company. For further details, please see the chapter titled “Financial Indebtedness” beginning on page 119 of this Draft Prospectus.
Our Promoters are not members of any firm or company having any interest in the Company for which any sums are paid or agreed to be paid to either of our Promoters or to the firm or company in cash or shares or otherwise by any person either to induce our Promoters to become, or to qualify our Promoters as, a director, or otherwise for services rendered by our Promoters or by the firm or company, in connection with the promotion or formation of the Company.
Change in the management and control of our Company
Our current promoter Ashok A. Shah has been associated with our Company since incorporation and Rajkumar M. Singh became Promoter in October 2018.
Group Company
For details of our group entities, please refer “Our Group Entities” on page 88 of the Draft Prospectus.
Payment of Benefit to Promoters
Except as stated above in “ Interest of Promoters” and in “Financial Statements- Annexure XV Statement of Related Party Transactions” on pages 86 and 90of the Draft Prospectus, there has been no payment of benefits to our Promoters, members of our Promoter Group and Group Entities, during the two years preceding the filing of the Draft Prospectus.
Material Guarantees
Our Promoters have not given any material guarantees to any third parties with respect to the Equity Shares, as on the date of this Draft Prospectus.
Common Pursuits
There are no common pursuits common pursuits between our Company and other entities of the Group.
Litigation
For details relating to legal proceedings involving the Promoters, please refer ‘Outstanding Litigations and Material Developments' on page 120 of the Draft Prospectus.
Other Confirmations
Our Promoters and their relatives have not been declared as Wilful Defaulters and there are no violations of securities laws committed by our Promoters in the past and no proceedings for violation of securities laws are pending against them.
None of our Promoters or Directors are Fugitive Economic Offenders under Section 12 of the Fugitive Economic Offenders Act, 2018.
None of the Promoters, Promoter Group entities or Group Companies have been debarred or prohibited from accessing or operating in capital markets under any order or direction passed by SEBI or any other regulatory or governmental authority.
Our Promoters and members of the Promoter Group are not and have never been promoters, directors or person in control of any other company which is debarred or prohibited from accessing or operating in capital markets under any order or direction passed by SEBI or any other regulatory or governmental authority.
There is no litigation or legal action pending or taken by any ministry, department of the Government or statutory authority during the last 5 (five) years preceding the date of the Offer against our Promoters, except as disclosed under the chapter titled “Outstanding Litigation and Material Developments” beginning on page 120 of this Draft Prospectus.
Except as disclosed in “Related Party Transactions” on page 110, our Promoters are not related to any of the sundry debtors or beneficiaries of loans and advances of our Company.
Our Promoters are not interested in any entity which holds any intellectual property rights that are used by our Company.
Guarantees
Except as stated in “Financial Indebtedness” on page 119 of the Draft Prospectus, our Promoters have not given any guarantee to any third party as of the date of the Draft Prospectus.
Companies with which our Promoters have disassociated in the last three years
Our Promoters have not disassociated themselves as a promoter(s) from any Company in three years preceding the date of the Draft Prospectus.
OUR PROMOTER GROUP
In addition to the Promoters named above, the following individuals and entities form part of the Promoter Group:
A. Individuals forming part of Promoter Group:
B. Entities forming part of Promoter Group:
Companies
Nil
LLPs
Partnership Firms
H.U.F.
Ashok A. Shah HUF
Proprietary concern
Other Persons forming part of Promoter Group
Vinodchandra Mehta Jyotsana V Mehta Kalpesh V. Mehta Kumarpal Mehta