To
The Members of,
Euro Panel Products Limited
(Formerly known as "Euro Panel Products Private Limited")
Dear Members,
The Board of Directors are pleased to present the 11th
(Eleventh) Annual Report on the business operations of the company along with the Audited
Financial Statements for the Financial Year ended March 31, 2024.
1. FINANCIAL RESULTS:
The Company?s financial performance for the year ended March
31, 2024 is summarized below:
FINANCIAL RESULTS: |
2023-2024 |
2022-2023 |
Revenue from Operations |
39,522.54 |
32,953.93 |
Other Income |
217.52 |
134.67 |
Total Income |
39,740.06 |
33,088.60 |
Total Expenses |
37,747.73 |
31,724.38 |
Profit/(Loss) before Exceptional Item and Tax |
1,992.33 |
1,364.22 |
Exceptional Item |
- |
- |
Profit/(Loss) Before Tax |
1,992.33 |
1,364.22 |
Less: Tax Expenses |
531.21 |
356.37 |
Profit/(Loss) for the Year |
1,461 .12 |
1,007.85 |
Other Comprehensive Income |
(11.99) |
(7.41) |
Total Comprehensive Income |
1,449.14 |
1,000.44 |
Earnings per share |
|
|
i. Basic (in ) |
5.96 |
4.11 |
ii. Diluted (in ) |
5.96 |
4.11 |
2. COMPANY?S PERFORMANCE REVIEW:
Your Company earned a Total Income of Rs. 39,522.54 lakhs in the
Financial Year ended March 31, 2024 as compared to the Total Income of Rs. 32,953.93 lakhs
for the corresponding Financial Year ended March 31, 2023. There was 19.93% hike in the
Total Income of the Company.
Your Company?s Net Profit for the Financial Year 2023-24 was Rs.
1,461.12 Lakhs as compared to the Net Profit of Rs. 1007.85 Lakhs for the Previous Year
i.e. 2022-23.
The Company in the next financial year is planning for Capacity
Expansion as well as will initiate the production through Colour Coating Plant for
Aluminum Coils.
The financial and operational performance overview and outlook is
provided in detail in the Management Discussion and Analysis Statement forming part of
this Annual Report.
3. DIVIDEND:
Your Company has not declared dividend for the Financial Year
2023-2024. Looking at the year ahead, the Company is optimistic that with robust revenues
and profitability, the Company will augment Shareholder growth in the long term. In terms
of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Company has developed a suitable Dividend Distribution Policy which is available
on the Website of the Company at the web link at
https://www.eurobondacp.com/investor-relation
Pursuant to the provisions of Section 124 of the Companies Act, 2013
and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016, all the Shares of the Company on which dividend has not been claimed
for seven or more consecutive years need to be transferred to the IEPF Authority. Since
the Company has not declared any Dividend in past seven years, there is no amount lying as
"Unclaimed Dividend Amount" and therefore, no transfer has been made to the IEPF
Authority.
4 . TRANSFER TO RESERVES:
No amount has been proposed to be transferred to the General Reserves
during the Financial Year 2023-24.
5 . CREDIT RATING:
During the year, "CRISIL Ratings Limited" CRISIL Ratings has
upgraded its ratings on the bank facilities of the Company to CRISIL BBB/Stable from
CRISIL BBB-/Positive for Long Term Ratings and CRISIL A3+ from CRISIL A3 for Short Term
Rating.
The upgrade in rating reflects sustained improvement in the business
risk profile while maintaining its financial risk profile. The company has reported a
year-on-year jump of 20% in revenue on the back of healthy demand resulting in higher
volume sales. The company achieved scale of Rs 395 crores for fiscal 2024 compared to Rs
329 crores for fiscal 2023. The company is expected to maintain its volume growth over the
medium term on back of capacity addition to meet healthy demand. While operating margins
were improved in fiscal 2024, they are expected to improve further as capex for backward
integration is completed. It will remain monitorable over the medium term.
The Company continues to benefit from its established brand
"Eurobond" and Promoters? extensive experience in manufacturing of the
Aluminum Composite Panels (ACP).
6. SHARE CAPITAL:
During the year under review, there has been no change in the share
capital of your Company. As on March 31, 2024 the Authorized share capital of the company
stood at Rs. 26,00,00,000/- (Rupees Twenty-Six Crores only) and paid-up share capital of
your Company stood at Rs. 24,50,00,000/- (Rupees Twenty-Four Crores and Fifty Lakhs only)
consisting of 2,45,00,000 (Two Crores Forty-Five Lakhs only) equity shares of Rs. 10/-
(Rupees Ten only) each.
Your Company has, during the year under review, neither issued any
Equity shares with differential voting rights nor issued any shares (including sweat
equity shares) to its employees under any scheme.
7. DIRECTOR RETIRING BY ROTATION:
In accordance with the provisions of Sub-Section (6) of Section 152 of
the Companies Act, 2013 and the Articles of Association of the Company, Mr. Rajesh Nanalal
Shah (DIN: 02038392), is liable to retire by rotation at this Annual General Meeting and
being eligible, offers himself for re-appointment.
Your directors recommend re-appointment of Mr. Rajesh Nanalal Shah
(DIN: 02038392), as a Managing Director of the Company, liable to retire by rotation.
8 . DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During the year under review, Ms. Deepika Mistry, Company Secretary and
Compliance Officer has resigned from the post w.e.f. May 12, 2023. Ms. Heeral Ajit Socha
was appointed as Company Secretary and Compliance Officer w.e.f. August 11, 2023, further
she also resigned w.e.f. March 22, 2024. Further Ms. Sonal Dharmin Desai was appointed as
Company Secretary and Compliance Officer of the Company w.e.f. April 3, 2024.
There has been no change in composition of the Directors during the
Financial Year 2023-24.
All the Independent Directors of the Company have complied with the
requirement of inclusion of their names in the Databank of Independent Directors
maintained by Indian Institute of Corporate Affairs. In addition to the same, in the
opinion of the Board of Directors, the Independent Directors of the Company are persons of
integrity and possess relevant expertise and experience. Terms and conditions of
appointment of Independent Directors is placed on the website of the Company at
https://www.eurobondacp.com/investor-relation .
During the year under review, pursuant to Section 134(3)(d) of the
Companies Act, 2013, declarations were received from all Independent Directors of the
Company confirming that they fulfil the "criteria of independence" specified in
Section 149(6) of the Companies Act 2013 and Regulation 16(b) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.
During the year, the Non-Executive Directors of the Company had no
pecuniary relationship or transactions with the Company, other than the sitting fees.
9 . CERTIFICATE FROM PRACTICING COMPANY SECRETARY ON
NON-DISQUALIFICATION OF DIRECTORS:
None of the Directors of your Company is disqualified under the
provisions of Section 164(2)(a) & (b) of the Companies Act, 2013. The Certificate as
required under Part-C of Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, received from Ms. Kala Agarwal, Practicing Company
Secretary (C.P. No.: 5356), certifying that, none of the Directors on the Board of the
Company, have been debarred or disqualified from being appointed or continuing as Director
of the Company by SEBI/ Ministry of Corporate Affairs or any other Statutory Authority, is
enclosed with this Report as "Annexure A".
10. MEETING OF THE BOARD OF DIRECTORS AND ITS COMMITTEES:
During the Financial Year 2023-2024, 4 (Four) meetings of the Board of
Directors were held. The details of the meetings of the Board of Directors of the Company
convened during the Financial Year 2023-24 are summarized below:
Sr. No. Date of Meeting |
No. of Directors who attended the Board
Meetings |
1. May 26, 2023 |
5 |
2. August 11, 2023 |
5 |
3. November 08, 2023 |
5 |
4. February 28, 2024 |
5 |
The maximum interval between any two meetings did not exceed 120 days,
as prescribed under Section 173 of the Companies Act, 2013.
NUMBER OF MEETINGS ATTENDED BY DIRECTORS
Sr. No. Name of Director |
No. of Board Meetings attended during the
Year 2023-24 |
1. Mr. Rajesh Nanalal Shah |
4 |
2. Mr. Divyam Rajesh Shah |
4 |
3. Ms. Barkharani Harsh Nevatia |
4 |
4. Ms. Daisy D?souza |
4 |
5. Ms. Vaibhav Chetan Shah |
4 |
COMMITTEES OF THE BOARD
As on March 31, 2024, the Board has 4 (Four) Committees: Audit
Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and
Corporate Social Responsibility Committee. During the year, all recommendations made by
the committees were approved by the Board. The composition and terms of reference of all
the Committee(s) of the Board of Directors of the Company is in line with the provisions
of the Act and Listing Regulations.
a) AUDIT COMMITTEE
i) Terms of Reference:
Apart from all matters prescribed in Part C of Schedule II of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Committee,
inter-alia has been entrusted with the functions of review of monitoring of financial
reporting processes, accounting policies, recommendations for appointment of Auditors,
remuneration and terms of Auditors, review of Financial Statements before submission to
the Board for approval.
ii) Composition of the Committee:
During the financial year 2023-24, the Committee met four time i.e. on
May 26, 2023, August 11, 2023, November 08, 2023 and February 28, 2024 the time gap
between two consecutive Meetings did not exceed one hundred and twenty days. The
composition and attendance record of the Members at the Meeting was as follows:
Name of the Member |
Designation |
No. of Meetings Held |
No. of Meetings Attended |
Mr. Vaibhav Chetan Shah |
Chairman |
4 |
4 |
Mr. Rajesh Nanalal Shah |
Member |
4 |
4 |
Ms. Barkharani Harsh Nevatia |
Member |
4 |
4 |
b) NOMINATION AND REMUNERATION COMMITTEE (NRC)
i) Terms of Reference:
Apart from the matters specified in Part D of Schedule II of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Committee,
inter-alia has been entrusted with the functions of formulating criteria for determining
qualifications, positive attributes and independence of Directors, formulating criteria
for evaluation of performance of Independent Directors.
ii) Constitution:
During the Financial Year 2023-24, the committee met two times on May
26, 2023 and August 11, 2023. The Composition and attendance record of the members at the
meeting was as follows:
Name of the Member |
Designation |
No. of Meetings Held |
No. of Meetings Attended |
Ms. Barkharani Harsh Nevatia |
Chairman |
2 |
2 |
Ms. Daisy D?souza |
Member |
2 |
2 |
Mr. Vaibhav Chetan Shah |
Member |
2 |
2 |
The Nomination and Remuneration Committee has adopted a Policy which
inter-alia includes the manner of selection of the Board of Directors and Key Managerial
Personnel along with criteria for providing remuneration. This Policy is available on the
Website of the Company at https://www. eurobondacp.com/investor-relation. c)
STAKEHOLDER?S RELATIONSHIP COMMITTEE
During the year 2023-24, the Stakeholder Relationship Committee held
its meeting on February 28, 2024. The Composition and attendance record of the members at
the meeting was as follows:
Name of the Member |
Designation |
No. of Meetings Held |
No. of Meetings Attended |
Ms. Barkharani Harsh Nevatia |
Chairman |
1 |
1 |
Mr. Divyam Rajesh Shah |
Member |
1 |
1 |
Ms. Daisy D?souza |
Member |
1 |
1 |
Contact details of the Compliance Officer / Company Secretary
Ms. Sonal Dharmin Desai |
Address: |
E-mail: |
Company Secretary and |
702, 7th Floor, Aravalli Business |
cs@eurobondacp.com |
Compliance Officer |
Centre, Ramdas Sutrale Road, |
|
|
Borivali (West) Mumbai-400092 |
|
The Committee has been entrusted with the functions as stipulated under
Part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 which includes inter-alia, resolving grievance of security holders, if
any and measures for effective voting rights of Shareholders.
11. BOARD EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and applicable
provision of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a
performance evaluation of the individual Directors as well as evaluation of the Board as a
whole and its committees has been carried out.
Further, in terms of Para VII of Schedule IV of the Companies Act, 2013
and applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a meeting of the Independent Directors of the Company held on February
28, 2024, to evaluate the performance of:
The Chairman of the Company and performance of non- independent
Directors and the Board as a whole.
Assess the quality, quantity, and timeliness of flow of
information between the Company management and the Board that is necessary for the Board
to effectively and reasonably perform their duties.
Further, the Nomination and Remuneration Committee also evaluated the
performance of the Board of Directors of the Company.
The following metrics were considered for evaluation: a) Generic
parameters b) Roles and responsibilities to be fulfilled c) Participation in Board
Processes d) Governance e) Strategy f) Effective Communication g) Stakeholder focus h)
Risk Awareness
The results of evaluation of performance of the Board, it?s
Committees and of individual Directors was found to be satisfactory.
12. MANAGERIAL REMUNERATION:
In terms of Section 197(12) of the Companies Act, 2013 read with Rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
the Company is required to disclose the following information in the Board?s Report:
a) Ratio of the remuneration of each Director to the median
remuneration of the Employees of the Company for the Financial Year 2023-24:
Name |
Designation |
Remuneration (Amount Rs. In Lakhs) |
Ratio to median remuneration of employees |
Mr. Rajesh Nanalal Shah |
Chairman & Managing Director |
120.00 |
52.89 % |
Mr. Divyam Rajesh Shah |
Whole Time Director |
60.00 |
26.44 % |
Ms. Barkharani Harsh Nevatia |
Independent Director |
-- |
Not applicable as only sitting fee is paid to them during the
year. |
Ms. Daisy D?souza |
Independent Director |
-- |
Not applicable as only sitting fee is paid to them during the
year. |
Mr. Vaibhav Chetan Shah |
Independent Director |
-- |
Not applicable as only sitting fee is paid to her during the
year. |
b) Percentage increase in remuneration of each Director, Chief
Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the
Financial Year 2023-2024 compared to 2022-2023:
Name of Director |
Designation |
Remuneration for the Year ended 2023-2024 |
Remuneration for the Year ended 2022-2023 |
% change |
|
|
(Rs. in Lakhs) |
(Rs. in Lakhs) |
|
Mr. Rajesh Nanalal Shah |
Chairman & Managing Director |
120.00 |
60.00 |
100% |
r>
Mr. Divyam Rajesh Shah |
Whole Time Director |
60.00 |
42.00 |
42.86% |
Ms. Barkharani Harsh Nevatia |
Independent Director |
-- |
-- |
-- |
Ms. Daisy D?souza |
Independent Director |
-- |
-- |
-- |
Mr. Vaibhav Chetan Shah |
Independent Director |
-- |
-- |
-- |
Mr. Bharat Jain |
Chief Financial Officer |
18 |
15.65 |
15.01% |
Ms. Deepika Mistry* |
Company Secretary |
0.54 |
4.40 |
-- |
Ms. Heeral Ajit Socha** |
Company Secretary |
2.14 |
-- |
-- |
* Ms. Deepika Mistry was the company Secretary of the Company till
May 12, 2023.
** Ms. Heeral Ajit Socha was Company Secretary for the Company from
August 11, 2023 to March 22, 2024.
c) The median remuneration of the employees has reduced to (0.92)% in
2023-2024 as compared to 2022-2023.
d) Number of permanent Employees on the rolls of Company:
Financial Year |
Number of Permanent Employees on rolls of
Company |
2023-2024 |
439 |
2022-2023 |
373 |
e) Ratio of the remuneration of the highest paid director to that of
the employees who are not directors but receive remuneration in excess of the highest paid
director during the year- Not Applicable.
f) Key parameter for any variable component of remuneration availed by
the director Not Applicable as no variable remuneration is paid.
We hereby affirm that remuneration paid to Executive Directors is as
per the Nomination and Remuneration Policy of the Company approved by the Board of
Directors. The said policy is available on the Website of the Company at
https://www.eurobondacp.com/investor-relation.
13. AUDITORS:
As per the provisions of sections 139, 141 of the Companies Act, 2013
and rules made thereunder (hereinafter referred to as "The Act"), the Company at
its Annual General Meeting ("AGM") held on September 9, 2022 ("09th
AGM") approved the appointment of M/s. Jogin Raval and Associates, Chartered
Accountants (Firm Regn. No. 128586W) as statutory auditors for a period of 5 years
commencing from the conclusion of 09th AGM till the conclusion of the 14th AGM i.e, March
31, 2027.
The Notes on Financial Statements referred to in the Auditors?
Report are self-explanatory and therefore do not call for further clarification. The
Statutory Auditor?s Report for Financial Year ended March 31, 2024 does not have any
qualification and adverse remark.
14. COST AUDITORS:
As per the provisions of Section 148 of the Act and Rule 3 of the
Companies (Cost Records and Audit) Rules, 2014 ("the Rules"), the Company is
required to maintain Cost Records and get the same audited.
Pursuant to provisions of the Companies Act, 2013 and Rules therein,
M/s. Ritesh Jayswal & Associates, Cost and Management Accountants, (Firm Registration
No. 101681) were appointed by the Board of Directors on May 26, 2023 as the Cost Auditors
of the Company to conduct audit of Cost Records for the Financial Year ended March 31,
2024.
15. INTERNAL AUDITORS:
In terms of Section 138 of the Companies Act, 2013 and the Rules made
there under, M/s. Vipul M. Shah & Associates, Chartered Accountants (Firm Regn. No.
117853W)) are the Internal Auditors of the Company. The Audit committee discussed and
reviewed the adequacy of internal audit functions, including the structure of the internal
audit and frequency of internal audit.
16. SECRETARIAL AUDITOR:
Pursuant to the provisions of Section 204 of the Act, read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of
Directors of the Company has appointed Ms. Kala Agarwal, Practicing Company Secretary
(Membership No. FCS 5976/COP No.5356), Mumbai, to conduct Secretarial Audit for the
Financial Year 2023-2024.
The Secretarial Audit Report of Ms. Kala Agarwal Practicing Company
Secretary in Form MR-3, for the Financial Year ended March 31, 2024, is annexed to this
Annual Report as "Annexure B". The Secretarial Auditor?s Report does
not contain any qualifications, reservations or adverse remarks or disclaimer.
17. SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIES:
The Company does not have any Subsidiary/Joint Ventures/Associate
Companies. Further, there was no Company which became or ceased as a subsidiary Company or
a Joint Venture Company or Associated Company during the year under review. Therefore, the
requirement of furnishing details of Subsidiary Company, Joint Venture Company or
Associated Company in AOC -1 has been dispensed with.
18. VIGIL MECHANISM:
In pursuance to the provisions of Section 177(9) & (10) of the
Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 Whistle Blower Policy? to establish vigil
mechanism for Directors and Employees to report genuine concerns had been framed and
implemented. This policy provides a process to disclose information, confidentially and
without fear of victimization, where there is reason to believe that there has been
serious malpractice, fraud, impropriety, abuse or wrong doing within the Company. The
Policy on the same is posted on the website of the Company https://www.eurobondacp.com/
investor-relation
19. EXTRACT OF ANNUAL RETURN:
As required under Section 92(3) and 134(3) (a) of the Act and Rule
12(1) of the Companies (Management and Administration) Rules, 2014 (as amended), Annual
Return in Form MGT-7 is available on Company?s website at
https://www.eurobondacp.com/investor-relation.
20. CEO/CFO CERTIFICATION:
In terms of Regulation 17(8) of the Listing Regulations, Mr. Rajesh
Nanalal Shah, Chairman and Managing Director and Mr. Bharat Jain, Chief Financial Officer
(CFO) of the Company have submitted a Certificate to the Board of Directors in the
prescribed format in respect of financial year ended March 31, 2024 and said Certificate
is annexed to this report.
21. PROHIBITION OF INSIDER TRADING:
In accordance with Regulation 9 of Securities and Exchange Board of
India (Prohibition of Insider Trading) Regulations, 2015, the Company believes in adhering
to the highest standards of transparency and fairness in dealing with all stakeholders and
aims to institutionalize strong governance processes to ensure that no insider uses his or
her position, with or without the knowledge of the Company, for personal benefit, or to
provide benefits to any third party. Towards this end, the Company has adopted a Code of
Conduct for prevention of Insider Trading which is available on the Website of the Company
at https://www.eurobondacp.com/investor-relation.
22. RISK ASSESSMENT POLICY:
The Company has a Risk Management System for managing the risks
involved in all activities to maximize opportunities and minimize adversity. A policy to
assist in decision making processes that will minimize potential losses, improve the
management of uncertainty and the approach to new opportunities, thereby helping the
Company to achieve its objectives has been developed and placed on the Company?s
Website at https://www. eurobondacp.com/investor-relation.
23. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY:
There have been no material changes and commitments affecting the
financial position of the Company since the close of the Financial Year of the Company
i.e., March 31, 2024 till the date of this Report.
24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS:
There are no significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and Company?s operations in
future.
25. INTERNAL FINANCIAL CONTROLS:
The Company has designed and implemented the comprehensive Internal
Financial Controls System over financial reporting to ensure that all transactions are
authorised, recorded, and reported correctly in a timely manner, The Company?s
Internal Financial Controls over financial reporting provides reasonable assurance over
the integrity and reliability of financial statements of the company. The Company has
effective internal control and risk-mitigation system, which are constantly assessed and
strengthened. The Company?s internal control system is commensurate with its size,
scale, and complexities of its operations.
In terms of Section 134 of the Companies Act, 2013, adequate policies
and procedures have been adopted by the Company for ensuring:
a. Orderly and efficient conduct of business b. Including adherence to
Company?s policies c. Safeguarding of its Assets d. Prevention and detection of
frauds and errors e. Accuracy and completeness of the accounting records f. Timely
preparation of reliable financial information.
Further according to Section 143 of the Companies Act, 2013, the
Statutory Auditors of the Company have affirmed that the Company has adequate Internal
Financial Controls in place and are effective and efficient. The Certificate from the
Managing Director and Chief Financial Officer, in terms of Regulation 17(8) of the SEBI
Listing Regulations, provided in the Annual Report, also certifies the adequacy of our
Internal Control systems and procedures.
26. INSURANCE:
The Company?s assets including Plant and Machinery, Furniture and
Fixtures and Current Assets are adequately insured against risks.
27. PARTICULARS OF LOANS GIVEN; GUARANTEES GIVEN & INVESTMENTS MADE
BY THE COMPANY:
In terms of Section 186 of the Companies Act, 2013 read with the
Companies (Meeting of Board and its powers) Rules 2014, details of Loans, Guarantees or
Investments are given in Notes to the Financial Statements, which forms a part of this
Annual Report.
28. PUBLIC DEPOSITS:
During the Financial Year 2023-2024, the Company did not invite or
accept any deposits from the public under the provisions of Section 73 and 74 of the
Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
29. LISTING FEES:
The Equity Shares of the Company are listed on National Stock Exchange
of India Limited (NSE Emerge) with scrip symbol EUROBOND. The Company confirms that the
annual listing fees to the Stock Exchanges for the Financial Year 2023-24 has been duly
paid.
30. RELATED PARTY TRANSACTIONS:
There have been no materially significant related party transactions
undertaken by the Company which may have potential conflict with the interest of the
Company. Related party transactions that were entered into during the year under review
were on arm?s length basis and were in ordinary course of business. Particulars of
material related party transaction are provided in Form AOC-2 as required under section
134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts)
Rules, 2014 and annexed as part of this Annual Report as "Annexure C".
Further, suitable disclosure has been made in the notes to the Financial Statements. The
Board has approved a policy for related party transactions which has been uploaded on the
Company?s website which is available at
https://www.eurobondacp.com/investor-relation.
31. CORPORATE GOVERNANCE REQUIREMENTS:
Your Company has been listed on the SME Platform of National Stock
Exchange of India Limited. Pursuant to Regulation 15 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, your Company does not come under the purview
of Corporate Governance Requirements. However, Eurobond is committed to observe good
Corporate Governance practices and procedures for its future growth and success.
32. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Report on Management Discussion and Analysis Report in terms of
Regulation 34, read with Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 forms part of the Annual Report.
Statements in the Management Discussion and Analysis Report describing
the Company?s objectives, projections, estimates and expectations may be
"forward looking statements" within the meaning of applicable Laws and
Regulations and futuristic in nature. Actual performance may differ materially from those
either expressed or implied. Such statements represent intentions of the Management and
the efforts put into to realize certain goals. The success in realizing these depends on
various factors both internal and external. Investors, therefore, are requested to make
their own independent judgments.
33. POLICY ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
The Company is firmly committed to creating a healthy working
environment that enables employees to work without fear of prejudice, gender bias and in a
harassment free workplace to all employees without regard to race, caste, religion,
colour, ancestry, marital status, gender, age, nationality, ethnic origin or disability.
A policy has been framed in accordance with the provisions of "The
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013" and Rules framed thereunder. This Policy extends to all employees of the
Company and the group Companies. It is deemed to be incorporated in the service conditions
of all Employees of the Company in India.
During the year under review, no complaints of sexual harassment were
received under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition
& Redressal) Act, 2013.
34. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The particulars related to the conservation of energy, technology
absorption and foreign exchange earnings and outgo, as required under section 134(3) (m)
of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is
annexed to this Annual Report annexed as "Annexure D".
35. CORPORATE SOCIAL RESPONSIBILITY:
The provisions of Section 135 of the Companies Act, 2013 read with
Companies (Corporate Social Responsibility) Rules, 2014 and Schedule VII to the Act; the
provisions of the Corporate Social Responsibility became applicable to the Company for the
F.Y. 2023-2024 as the Net Profit of the Company as at March 31, 2024 exceed Rs. 5 crores.
Accordingly, the Company has constituted a Corporate Social Responsibility Committee on
August 2, 2022 and has also formulated a CSR policy. This Policy is available on the
Company?s website on www.eurobondacp.com.
The brief outline of the corporate social responsibility (CSR) policy
of the Company and the initiatives undertaken by the Company on CSR activities during the
year are set out in Annexure E? of this report in the format prescribed
in the Companies (Corporate Social Responsibility Policy) Rules, 2014.
The Company?s average CSR obligation of three immediately
preceding financial years is below ten crore rupees hence impact assessment is not
applicable.
36. DIRECTORS RESPONSIBILITY STATEMENT:
In terms of provisions of Section 134(3)(c) and Section 134(5) of the
Companies Act, 2013, your directors state that:
a) In the preparation of the annual accounts for the year ended March
31, 2024, the applicable accounting standards had been followed and there are no material
departures from the same;
b) The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent to give
a true and fair view of the state of affairs of the Company as at March 31, 2024 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 accounts 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 are
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. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT PERSONNEL:
In terms of Regulation 26 (3) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, Board of Directors and Senior Management
Personnel have affirmed compliance with the Code of Conduct with reference to the year
ended March 31, 2024. Declarations given by the Managing Director and CFO have been
attached with the Annual Report as "Annexure E."
The Code of Conduct has also been hosted on the Website of the Company.
38. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:
The company has complied with all the mandatorily applicable
Secretarial Standards issued by the Institute of Company Secretaries of India under
Section 118(10) of the Companies Act, 2013.
39. FRAUD REPORTING:
There was no fraud reported by the Auditors of the Company under
Section 143 (12) of the Companies Act, 2013, to the Audit Committee or the Board of
Directors during the year under review.
40. LEGAL PROCEEDINGS INITIATED BY OR AGAINST THE COMPANY UNDER
INSOLVENCY AND BANKRUPTCY CODE AND/OR OTHER ACTSx:
During the year there was no application made or any proceeding
pending, under the Insolvency and Bankruptcy Code, 2016, by or against the Company.
41. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMED
SUSPENSE ACCOUNT:
The relevant details in this regard are provided as hereunder:
Sr. No. Particulars |
Status |
1. Aggregate number of shareholders and the outstanding
shares in the suspense account lying at the beginning of the year i.e., as on April 1,
2023 |
NIL |
2. Number of shareholders who approached issuer for transfer
of shares from suspense account during the year 2023-24 |
NIL |
3. Number of shareholders to whom shares were transferred
from suspense account during the year 2023-24 |
NIL |
4. Aggregate number of shareholders and the outstanding
shares in the suspense account lying at the end of the year March 31, 2024 |
NIL |
42. ACKNOWLEDGEMENT:
Your Director?s wish to place on record their sincere thanks to
all the Employees of the Company for their continuing commitment and dedication. Further,
the Directors would also like to express their gratitude for the continued support of all
the stakeholders such as Banks, Financial Institutions, various State and Central
Government Authorities, Customers, Vendors, Stock Exchanges and last but not the least our
valued Shareholders, for all their support and trust reposed in the Company.
|