Your Directors take pleasure in presenting their 11th Annual Report on business andoperations along with the Audited financial statements and the Auditor's report of theCompany for the financial year ended 31st March 2021.
1. Financial Results
The outbreak of COVID-19 has brought world to a halt where each and every industry hasgot an impact of it. This crisis has brought to an unexpected situation through whicheveryone is going on.
During the year your company has incurred a fall in the turnover. Your Company hasturnover of Rs. 1343.63 Lakhs for FY 2020-21 against a turnover of Rs.3534.90 Lakhs forFY 2019-20. Further the Company incurred Net loss of Rs. (1004.74) Lakhs for the FY2020-21 as compared to Net loss of Rs. (204.80) Lakhs for the FY 2019-20. We are confidentthat the company will grow in future with good operational results.
A detailed performance analysis is provided in the Management Discussion and Analysissegment which is annexed to this report.
| || ||(Rs. in Lakh except EPS) |
|FINANCIAL RESULTS ||F.Y. 2020-2021 ||F.Y. 2019-2020 |
|Revenue from Operation ||1343.63 ||3534.90 |
|Total Expenditure (Excluding Depreciation) ||2057.90 ||3064.53 |
|Profit before interest depreciation and tax ||(74.51) ||1091.13 |
|Less: Finance Costs ||366.28 ||459.04 |
|Less: Depreciation and amortization ||754.19 ||885.17 |
|Profit before Tax ||(1194.98) ||(253.09) |
|Less: Provision for taxation (including deferred tax) ||(190.51) ||(48.28) |
|Profit after tax ||(1004.47) ||(204.80) |
|Total Comprehensive Income ||(992.82) ||(200.15) |
|EPS (Basic) ||(9.79) ||(2.00) |
|EPS (Diluted) ||(9.79) ||(2.00) |
2. Outlook for the current year
During the year your Company has introduced a new category of product namely Breadwhich includes all types of breads.
Your Company has also entered into MoU with with Magson Retail And Distribution Pvt Ltdfor the supply of various frozen products party products disposables beverageschocolates etc to its customers at large.
Your Company has also started franchising its brand under FOFO model (Franchisee OwnedFranchisee Operated) and FOCO (Franchisee Owned Company Operated) model and is ready towelcome potential Franchisees who can run our brand with utmost loyalty and maintain thebrand image of the Company.
Despite of the current situation your company is confident of achieving its growthobjectives for the coming year. To achieve this Company will continue to evaluate newproduct categories that leverage our expertise new channels which offer scope forincreased penetration of our products and new store formats that make us salient to anumber of purchase occasions. We feel that all of this will keep us in good stead for boththis financial year and the years to come.
3. Share Capital
The authorized share capital of the company as on date of balance sheet isRs.110000000/- divided into 11000000 equity shares of Rs.10/- each.
The paid up share capital of the company as on date of balance sheet is Rs.102650000/- divided into 10265000 equity shares of Rs.10/- each.
a) Status of shares
As the members are aware the company's shares are compulsorily tradable in electronicform. As on March 31 2021 100.00% of the company's total paid up capitalrepresenting 10265000 shares are in de-materialized form.
b) Other shares
Your company has not issued any equity shares with differential rights sweat equityshares employee stock options and did not purchase its own shares. Hence there is noinformation to be provided as required under Rule 4(4) Rule 8(13) Rule 12(9) and Rule16(4) of the Companies (Share Capital and Debentures) Rules 2014 and Section 62 of thecompanies Act 2013 respectively.
During the year your Company has incurred loss and therefore do not recommend anydividend for the year ended March 31 2021.
5. Transfer of Unclaimed Dividend to Investor Education and Protection Fund
Since there was no unpaid/unclaimed dividend the provision of Section 125 of theCompanies Act 2013 do not apply.
6. State Of The Company's Affairs
The state of the Company affairs forms an integral part of Management Discussion andAnalysis Report is furnished in "Annexure-F" and is attached to thereport.
7. Change in the nature of business if any
During the year there is no change in the nature of business of the Company.
8. Transfer to Reserves
In accordance to the provisions of Section 134(3)(j) of the Companies Act 2013(hereinafter "the Act") the Company has not proposed any amount to transfer tothe General reserves of the Company for the financial year 2020-21.
9. Subsidiary Joint Ventures and Associate Companies
During the year under review your company has no subsidiaries joint ventures orassociate companies.
10. Public Deposit
The Company has not accepted or renewed any amount falling within the purview ofprovisions of Section 73 of the Companies Act 2013 ("the Act") read with theCompanies (Acceptance of Deposit) Rules 2014 during the period under review. Hence therequirement for furnishing the details of deposits which are not in compliance withChapter V of the Act is not applicable.
11. Particulars of loan Guarantees or Investment made under Section 186
The details of the loans guarantees and investments are provided in the notes to theaudited financial statements annexed with the Annual Report.
12. Management's Discussion and Analysis Report
The Management's Discussion and Analysis Report for the year under review asstipulated under Regulation 34 (2) (e) of the Listing Regulations is given as "Annexure-F"to this report.
13. Corporate Governance:
Your Company has been complying with the principals of good Corporate Governance overthe years and is committed to the highest standards of compliance.
The Corporate Governance Report for the year under review as stipulated underRegulation 27 of SEBI (LODR) Regulations 2015 is given as "Annexure-G" tothis report.
14. Dividend Distribution Policy:
In accordance with Regulation 43A of the SEBI (Listing Obligations and DisclosureRequirements) (Second Amendment) Regulations 2016 the Company is not required toprepared Dividend Distribution policy.
15. Annual return
The extract of the Annual Return in Form MGT-7 pursuant to the provisions of Section 92read with Rule 12 of the Companies (Management and Administration) Rules 2014 isavailable on the website of the Company at www.dangeedums.com/investor-center.
16. Directors & Key Management Personnel
I. Composition of Board & Board Meetings
Our board compromises of a group of Executive Non-Executive and Independent Directorswho between them carry deep industry expertise and knowledge. As on 31st March 2021 theCompany has six Directors of the six Directors five are Non- Executive Directors and ofwhich three are Independent Directors. The composition of the Board is in conformity withRegulation 17 of the Listing Regulations read with Section 149 of the Act.
Mr. Nikul J. Patel is the Chairman & Managing Director ('CMD') of the Company. Hehas an enviable track record of leading the company right from inception to its currentstrong market position. He manages day-to-day management of the Company subject to thesupervision and control of the Board of Directors. The independent directors on the Boardare experienced and respected from varying fields. The brief profile of each Director onthe Board is available on the Company's official website at the web link:
During the financial year 2020-21 the meetings of the Board of Directors were held 14times. Details of these meetings and other Committee/General meetings are given in thisreport. Board of Directors duly met 14 times on 08/06/202 14/07/2020 11/08/202027/08/2020 31/08/2020 24/09/2020 06/11/2020 09/11/2020 01/12/2020 15/12/202019/12/2020 14/02/2021 03/03/2021 and 30/03/2021 during the year. The Compositioncategory and attendance of each Director at the Board and Annual General Meeting of eachDirector in the companies is as follows:-
|Name of Director Designation and Category ||No of Board Meetings held ||No of Board Meetings attended |
|Mr. Nikul J Patel Chairman & Managing Director (Promoter) ||14 ||14 |
|Mr. Ravi H Patel Whole Time Director (till 15.12.2020) Non Executive Non Independent Director (tiLl19.12.2020) (Promoter) ||14 ||10 |
|Mrs. Foram N Patel Non-ExecutiveDirector (Promoter) ||14 ||14 |
|Mr. Jayantilal A Patel Non-Executive Independent Director ||14 ||14 |
|Mr. Janak N Parikh Non - Executive Independent Director (till 15.11.2020) ||14 ||08 |
|Mr. Umang B Saraf Non - Executive Independent Director ||14 ||14 |
|Mr. Dhruv A Patel Non-Executive Non Independent Director(w.e.f. 19.12.2020) ||14 ||04 |
|Mr. Pratik A Shah Additional Independent Director (w.e.f. 11.11.2020) ||14 ||06 |
|Mr.Suchit Amin Additional Independent Director (w.e.f. 14.08.2021) ||14 || |
II. Changes in the of Board of Directors of the Company:
The following changes were made in the board of the company
The following directors were appointed on the board of the company
1. Mr. Pratik Ashvinbhai Shah (Additional Director -Independent) w.e.f. 11.11.2020
2. Mr. Dhruv Ashokbhai Patel (Non Executive Non Independent Director) w.e.f.19.12.2020
3. Mr. Suchit Amin (Additional Director - Independent) w.e.f. 14.08.2021
The following directors were resigned from the board of the company
1. Mr. Janak Natverlal Parikh- w.e.f. 15.11.2020
2. Mr. Ravi Hemantkumar Patel- w.e.f.
C. Change in terms of Appointment :
Terms of appointment of Mr. Nikul Jagdishchan- dra Patel changed from "noteligible to retire by rotation" to "eligible to retire by rotation".
III. Retirement by Rotation
In accordance with the provisions of the Companies Act 2013 and Companies Articles ofAssociation Mr. Nikul Jagdishchandra Patel (DIN- 01339858) retires by rotation at theensuing Annual General Meeting and being eligible offers himself for re-appointment. TheBoard recommends his re-appointment. Necessary resolution for his re-appointment is placedbefore the shareholder for approval.
IV. Profile of Directors seeking appointment/reappointment
As required under regulation 36(3) of SEBI (LODR) 2015 particulars of the Directorsretiring and seeking reappointment at the ensuing Annual General Meeting is annexed to thenotice convening 11hAnnual General Meeting.
V. Key Managerial Personnel
As on the date of this report the following persons are the Key ManagerialPersonnel(s) of the Company:
a) Mr. Nikul J Patel
Chairman & Managing Director
b) Mr. Ketan J Patel
Chief Financial Officer
c) Ms. Khushboo Parikh (Upto 04/08/2021) Company Secretary & Compliance Officer
VI. Declaration from Independent Director
All the Independent Directors of the Company have given their declarations stating thatthey meet the criteria of independence as prescribed under the Section 149(6) of theCompanies Act
2013 read with the rules made there under and read with Regulation 16(1)(b) of theListing Regulations in the opinion of the Board the Independent Directors meet the saidcriteria. During the year under review the Independent Directors duly met on March 032021 pursuant to the provisions as specified in Schedule IV of the Companies Act 2013 andthe quorum was present throughout the meeting.
17. Committees Of The Board:
The Company has three main Committees of the Board i.e.:
a) Audit Committee
b) Nomination and Remuneration Committee and
c) Stakeholders Relationship Committee
A. Audit Committee
The Audit Committee is duly constituted in accordance with SEBI (LODR) Regulations 2015and Section 177 of the Companies Act 2013 read with Rule 6 of the Companies (Meetings ofthe Board and its Powers) Rules 2014 as amended from time to time. It adheres to theterms of reference which is prepared in compliance with Section 177 of the Companies Act2013 and SEBI (LODR) Regulations 2015. During the financial year 2020-21 the Committeemet five (5) times as on 08/06/2020 14/07/2020 06/11/2020 19/12/2020 and 03/03/2021.
The Company Secretary acts as Secretary to the Audit Committee and no personnel hasbeen denied access to the Audit Committee. The details of member's attendance at the Auditcommittee meeting during the year are given below:-
|Name Category & Position ||No of Meetin gs held ||No of Meeting s attended |
|Mr. Umang B Saraf Chairman ||5 ||5 |
|Mr. Janak N Parikh Member (till 15.11.2020) ||5 ||3 |
|Mr. Nikul J Patel Member (till 19.12.2020) ||5 ||3 |
|Mr. Pratik A Shah Member (w.e.f.11.11.2020) ||5 ||2 |
|Mr. Dhruv A Patel Member (w.e.f.19.12.2020) ||5 ||2 |
The Committee was reconstituted on 11.11.2020 and 19.12.2020 due to changes in theboard of directors of the Company. Appointment of Mr. Pratik Shah cessation of Mr. JanakParikh Appointment of Mr. Dhruv Patel and cessation of Mr. Nikul Patel.
Two third of the members are Independent Directors and all the members are financiallyliterate. The composition role functions and powers of the Audit Committee are in linewith the requirements of applicable laws and regulations. The Audit Committee shalloversee financial reporting process and disclosures review financial statements internalaudit reports related party transactions financial and risk management policiesauditors qualifications compliance with Accounting Standards etc. and oversee compliancewith Stock Exchanges and legal requirements concerning financial statements and fixationof audit fee as well as payment for other services etc.
B. Nomination and Remuneration Committee
The Nomination and Remuneration Committee is constituted in accordance with SEBI (LODR)Regulations 2015 and Section 178 of the Companies Act 2013 read with Rule 6 of theCompanies (Meetings of the Board and its Powers) Rules 2014 as amended from time to time.The Company Secretary acts as the Secretary to the committee and the Committee Members theCommittee met 4(Four times) on 08/06/2020 11/08/2020 06/11/2020 and 19/12/2020. Thedetails of member's attendance at the committee meeting during the year are given below:
|Name Category & Position ||No of Meeting s held ||No of Meeting s attende d |
|Mr. Janak N Parikh Chairman (till 15.11.2020) ||4 ||3 |
|Mr. Jayantilal A Patel Member ||4 ||4 |
|Mr. Umang B Saraf Member (till 19.12.2020) ||4 ||4 |
|Mr. Pratik A Shah Chairman (w.e.f. 11.11.2020) ||4 ||1 |
|Mr. Dhruv A Patel Member (w.e.f. 19.12.2020) ||4 ||1 |
The Committee was reconstituted on 11.11.2020 and 19.12.2020due to changes in the boardof directors of the Company. Appointment of Mr. Pratik Shah cessation of Mr. Janak Parikh Appointment of Mr. Dhruv Patel and cessation of Mr Umang Saraf.
The Board has in accordance with the provisions of sub-section (3) of Section 178 ofthe Companies Act 2013 formulated the policy setting out the criteria for determiningqualifications positive attributes independence of a Director and policy relating toremuneration of Directors Key Managerial Personnel and other employees. The said policyis accessible on the Company's official website at the following linkhttp://www.dangeedums.com/File/wysiwyg/PC G/9.%20NOMINATION%20AND%20REMUNERATION%20POLICY.pdf
C. Stakeholders Relationship Committee
The Stakeholders Relationship Committee is constituted in compliance with therequirements of Section 178 of the Companies Act 2013. The Company Secretary is theCompliance Officer who acts as the Secretary to the Committee and the Committee met two(2) times on 08/06/2020 and 19/12/2020. The details of member's attendance at thecommittee meeting during the year are given below.
|Name Category & Position ||No of Meeting s held ||No of Meeting s attende d |
|Mr. Jayantilal A Patel Chairman ||2 ||2 |
|Mr. Janak N Parikh Member (till 15.11.2020) ||2 ||1 |
|Mr. Ravi H Patel Member(till 19.12.2020) ||2 ||1 |
|Mrs. ForamNikul Patel Member (w.e.f. 19.12.2020) ||2 ||1 |
|Mr. Pratik A Shah Member (w.e.f. 11.11.2020) ||2 ||1 |
The Committee was reconstituted on
11.11.2020 and 19.12.2020due to changes in the board of directors of the Company.
Appointment of Mr. Pratik Shah cessation of Mr. Janak Parikh Appointment of Mrs.Foram Patel and cessation of Mr Ravi Patel.
The Stakeholders Relationship Committee looks into shareholders' complaints related totransfer of shares non-receipts of balance sheet besides complaints from SEBI StockExchanges Court and various Investor Forums. It oversees the performance of theRegistrars and Transfer Agent and recommends measures for overall improvement in thequality of investor services. The Company is in compliance with the SCORES which hasinitiated by SEBI for processing the investor complaints in a centralized web basedredress system and online redressal of all the shareholders complaints and details of thesame is made accessible on the Company's official website
18. Compliance Officer
Mr. Shyamsunder Panchal was the Compliance Officer of the Company till 14.07.2020.
Later Ms. Khushboo K Parikh was appointed as the Compliance Officer of the Companyw.e.f. 11.08.2020 and she ceased due to her resignation effective from 04.08.2021.
19. Vigil Mechanism
The Board of Directors of the Company has pursuant to the provisions of Section 177(9)of the Companies Act 2013 read with Rule 7 of the Companies (Meetings of Board and itsPowers) Rules 2014 framed the Whistle Blower Policy for Directors and employees of theCompany to provide a mechanism which ensures adequate safeguards to employees andDirectors from any victimization on raising of concerns of any violations of legal orregulatory requirements incorrect or misrepresentation of any financial statements andreports etc.
Whistle blower policy is disclosed on the website of the Company at www.dangeedums.com.
The following is a summary of Protected Disclosures received and disposed off duringthe year 2020-21:
No. of Protected Disclosures received : NIL
No of Protected Disclosures disposed off : NIL
The Board of Directors of the Company has constituted Audit Committee to oversee theVigil Mechanism.
The employees of the Company have the right to report their concern/grievance to theAudit Committee constituted by the Board of Directors to oversee the Vigil mechanism.
The Company is committed to adhere to the highest standards of ethical moral and legalconduct of business operations.
20. Statement On Formal Annual Evaluation Of Board
In accordance with provision of Section 178(3) of the Companies Act 2013 theNomination and Remuneration Committee has specified the criteria and manner for effectiveevaluation of performance of the 'Board' its 'Committees' and 'Individual Directors'carried out either by the Board by the Nomination and Remuneration Committee or by anindependent external agency and reviewed its implementation and compliance.
The detailed policy in compliance with Section 178(3) of the Act read along withRegulation 19 of the Listing Regulations has been approved by the Board of Directors ofthe Company and is made accessible on the Company's official website at the following linkhttp://www.dangeedums.com/File/wysiwyg/PC G/9.%20N0MINATI0N%20AND%20REMUNERATION%20POLICY.pdf
21. Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report
There are no material changes which have occurred between the end of financial year ofthe Company till the date of this report.
22. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concerns status and Company's operations in future.
23. Particulars Of Contracts/ Arrangements With Related Parties:
All Related Party Transactions that were entered into during the FY 2020-21 were on anarm's length basis and in the ordinary course of business. There were no materiallysignificant Related Party Transactions made by the Company during the year that requiredshareholders' approval under Regulation 23 of the Listing Regulations. Prior omnibusapproval from the Audit Committee is obtained for transactions which are repetitive innature. Further disclosures are made to the Committee on a quarterly basis. Theparticulars of Contracts or Arrangements made with related parties required to befurnished under section 134(3)(h) are disclosed in the prescribed form (Form AOC-2) whichis attached to this Report as "Annexure B".
The Company has adopted a Policy for dealing with Related Party Transactions and ismade available on the Company's official website via web linkhttp://www.dangeedums.com/File/wysiwyg/PC G/4.% 20P0LICY%20F0R%20DETERMINATI0N%20OF%20MATERIALITY.pdf
a) Statutory Auditors
Pursuant to the provisions of Section 139 of the Companies Act 2013 read with rulesmade thereunder M/s. J. T. Shah & Co. Chartered Accountants (Firm Registration No.109616W) were re-appointed on 30th September 2017 as Statutory Auditors of the Company tohold office till conclusion of the 12th Annual General Meeting (AGM) of the Company to beheld in the calendar year 2022.
In accordance with the Companies Amendment Act 2017 enforced on 7th May 2018 by theMinistry of Corporate Affairs the appointment
of Statutory Auditors is not required to be ratified at every Annual General Meeting.
The Notes to the financial statements referred in the Auditors Report areself-explanatory. There are no qualifications or reservations or adverse remarks ordisclaimers given by Statutory Auditors' of the Company and therefore do not call for anycomments under Section 134 of the Companies Act 2013. The Auditors' Report is enclosedwith the financial statements in this Annual Report.
b) Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the rules madethereunder the Company has appointed M/s Khan- delwal Devesh & Associates CompanySecretaries to undertake the Secretarial Audit of the Company. The Secretarial AuditReport for FY 2021-22 is annexed and forms part of this report as "Annexure C".
There is one qualifications or reservations or adverse remarks or disclaimers asreproduced herein
As per regulation 33(3) of SEBI (LODR) Regulations 2015- the listed entity shallsubmit quarterly and year-to-date standalone financial results to the stock exchangewithin forty-five days of end of each quarter other than the last quarter therefore thelisted entity has to submit results of third quarter i.e. 31.12.2020 on or before14.02.2021. However the Company has submitted the same on 03.03.2021. So there was adelay of 17 days.
Since the Company has migrated from NSE Emerge (SME) to NSE (Main Board) w.e.f.13.11.2020 the Company has to prepare its financials according to IND-AS. Migrating fromexisting Accounting Standards of Indian GAAP to IND-AS requires restating of previousyears accounts therefore the Financial Results of the Company for the quarter ended31.12.2020 was not finalized within time. However till the date of this report there wasno penalty imposed by the Stock Exchange.
c) Cost Auditors
In terms of the provisions of Section 148 of the Act the appointment of the CostAuditors does not apply to the Company.
d) Internal Auditor
Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts)Rules 2014 the Company has appointed Mr.Ketan J Patel as the Internal Auditor of theCompany effective from 03rd November 2018.
The information required under Section 197 of the Companies Act 2013 read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are provided in separate annexure forming part of this Report as "Annexure E".
The statement containing particulars of employees as required under Section 197 of theCompanies Act 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 will be provided upon request. In terms of Section 136of the Companies Act 2013 the Report and Accounts are being sent to the Members andothers entitled thereto excluding the information on employees' particulars which isavailable for inspection by the members at the Registered Office of the Company duringbusiness hours on working days of the Company. If any member is interested in obtaining acopy thereof such Member may write to the Company Secretary in this regard.
26. Corporate Social Responsibility (CSR)
The provisions of Corporate Social Responsibility (CSR) are not applicable to theCompany.
27. Conservation of energy technology absorption and foreign exchange earnings andoutgo
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section
134(3)(m) of the Companies Act 2013 read with Rule 8 of The Companies (Accounts)Rules 2014 as amended from time to time is annexed to this Report as "Annexure D".
28. Statement regarding the development and implementation of Risk Management Policy
The Company has not developed and implemented any risk management policy as the riskthreatening the business activity carried out by the Company during the year are minimal.
29. Prevention Of Sexual Harassment At Workplace
As per the requirement of The Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 and rules made thereunder your Company hasconstituted Internal Complaints Committee (ICC) which is responsible for redressal ofcomplaints related to sexual harassment.
Your Directors declared and confirm that during the year under review there is nocase filed under Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. Company Secretary is the Compliance Officer who acts as theSecretary to the Committee and the Members of the Committee are:
|Name ||Position |
|Mrs. Foram Nikul Patel ||Presiding Officer |
|Mrs. Dhara Jaqdishchandra Patel ||Member |
|Mrs. Disha Patel ||Member |
|Mr. Ketan Jaqdishchandra Patel ||Member |
30. Adequacy of Internal Financial Control
The Company has in place adequate internal financial controls with reference tofinancial statements. The Board has inter alia reviewed the adequacy and effectiveness ofthe Company's internal financial controls relating to its financial statements.
31. Directors' Responsibility Statement
In terms of Section 134 (5) of the Companies Act 2013 the directors would like tostate that:
a) In the preparation of the annual accounts for the financial year ended March 312020 the applicable accounting standards have been followed along with proper explanationrelating to material departures.
b) The directors have selected such accounting policies and applied them consistentlyand made judgement and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period under review.
c) The directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities.
d) The directors have prepared the annual accounts on a going concern basis.
e) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
f) The directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
32. Registrar And Share Transfer Agent:
Your Company has appointed M/s. Bigshare Services Private Limited as its Registrar andShare Transfer Agent.
33. Human resources
Your company considers its Human Resources as the key to achieve its objectives.Keeping this in view your company takes utmost care to attract and retain qualityemployees. The employees are sufficiently empowered and such work environment propels themto achieve higher levels of performance. The unflinching commitment of the employees isthe driving force behind the company's vision. Your company appreciates the spirit of itsdedi-
34. Migration To Main Board of NSE
The Board is pleased to inform you that your Company is successfully migrated from NSESME platform i.e. (EMERGE) to Main Board of NSE (Capital Segment) on November 13 2020.
35. Share Purchase Agreement
Your Company the promoters of the Company and AEML Investments Ltd has entered intoShare Purchase Agreement and Shareholders Agreement on December 15 2020 for the purchaseof upto 4.87 % of the paid up equity shares capital of the your Company by AEMLInvestments Ltd.
AEML Investments Ltd wholly owned subsidiary of Gujarat Apollo Industries Ltd. (NSE:GUJA- POLLO BSE:522217). Gujarat Apollo is a diversified group engaged in miningequipment manufacturing real estate agro - processing and other allied fields.
36. Insolvency and bankrupty code:
During the financial year ended on March 312021 there is no application mode or anyproceeding pending under the Insolvency and Bankruptey code2016 (31 of 2016) during theyear.
37. The details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the banks or financialinstitutions along with the reasons thereof:
Not applicable during the year under review.
38. Postal Ballot for certain matters:
During the year pursuant to Section 110 of the Companies Act 2013 read with theCompanies (Management and Administration) Rules 2014 (including any statutoryamendment(s) or re-enactment(s) made thereunder) your Company passed the followingresolution through postal ballot as per the details below:
Date of Postal ballot Notice: 11.08.2020 Date of declaration of result: 18.09.2020Voting period: 19.08.2020 to 17.09.2020 Date of approval: 17.09.2020
|Name of resolution ||Type of resolu tion ||No. of votes polled || |
Votes cast in favor
Votes cast against
| || || ||No of Votes ||% ||No of Votes ||% |
|Migration of listing/ trading of equity shares of the company from NSE SME platform i.e. (EMERGE) to main board of NSE (Capital Segment) ||Special ||7698 100 ||7698 100 ||100% ||0 ||0% |
Date of Postal ballot Notice: 19.12.2020 Date of declaration of result: 28.01.2021Voting period: 28.12.2020 to 27.01.2021 Date of approval: 27.01.2021
|Name of resolution ||Type of resolution ||No. of votes polled || |
Votes cast in favor
Votes cast against
| || || ||No of Votes ||% ||No of Votes ||% |
|Variation in terms of objects of the issue (IPO) ||Special ||6846 571 ||6846 571 ||100% ||0 ||0% |
|Adoption of new set of articles of association of the Company.(P ursuant to the Share Purchase Agreement) ||Special ||6846 571 ||6846 571 ||100% ||0 ||0% |
|Change in terms of appointment of Mr. NikulJag- dishchandra Patel(DIN:0 1339858)C hairman &Managing Director of the Company. ||Ordi nary ||6846 571 ||6846 569 ||99.99 % ||2 ||0% |
|to regularize Mr. Dhru- vAshokbhai Patel (DIN:0 5270487) as Director (No n executive non independent) of the Company) ||Ordi nary ||6846 571 ||6846 571 ||100% ||0 ||0% |
Your directors take this opportunity to express their sincere appreciation to theshareholders customers bankers suppliers and other business associates for theexcellent support and cooperation extended by them.
Your directors gratefully acknowledge the ongoing co-operation and support provided bythe Central and State Governments Stock Exchanges SEBI RBI and other Regulatory Bodies.
| ||For and on behalf of board of directors |
| ||NikulJ Patel |
| ||Chairman & Managing Director |
| ||(DIN: 01339858) |
|Date: 14/08/2021 || |
|Place: Ahmedabad || |