Your Directors have pleasure in presenting their Annual Report on the business andoperations of the Company and the accounts for the Financial Year ended March 31, 2024.
[Rs. in '000]
Particulars
2023-24
2022-23
Total Revenue
148072
203032
Total Expenditure
157464
208320
Exceptional Items
(219)
6253
Profit /(Loss) Before Tax
(9611)
966
Less: Current TaxDeferred Tax
342
(13)
Profit /(Loss) after Taxation
(9269)
952
Earnings per Equity Share
(1.69)
0.17
The total income during the year has Rs. 14,80,71,750/- and Total expenditure of theCompany is Rs. 15,74,63,599/- The Loss before provision of Tax is Rs. 96,10,506/- TheCompany Current Income Tax during the year is Nil. Deferred tax for the year under reviewis Rs. 3,41,699/. The net loss of the Company is Rs. 92,68,807/- for the year under review.Your directors will assure to put their efforts for growth of the company.
There were no Material changes in nature of business during the year.
With a view to provide a cushion for any financial contingencies in the future and tostrengthen the financial position of the Company, your Directors have decided not torecommend any dividend for the period under review
During the current financial year our Company incurred a loss of Rs. 9268807/- and sameamount transfer to reserve this year.
The Company has not issued any Equity Shares with differential rights during the yearunder review.
The Company has not issued any Sweat Equity Shares during the year under review.
No Bonus Shares were issued during the year review.
During the year there is no employee stock option scheme approved.
There is no subsidiary /joint venture or Associate Companies within the meaning of Section2(6) of the Companies Act, 2013.
The Management Discussion and Analysis report as required under regulation 34 andSchedule V of SEBI (Listing Obligations and Discloser Requirements) Regulations, 2015forms and integral part of this report and provides overview of the business and operationsof the Company as per "Annexure A"
9. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITIONOF THE COMPANY OCCURRED BETWEEN THE END FINANCIAL YEARS TO WHICH THISFINANCIAL STATEMENT RELATES AND THE DATE OF THE REPORT:
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statement relatesand the date of this report.
10. DETAILS OF SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS ORCOURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'SOPERATIONS IN FUTURE
During the period under review, no significant and material order passed by the regulatorsor courts or tribunals impacting the going concern status and company's operations infuture.
The Board of Directors has formulated the Nomination and Remuneration Policy of yourCompany as recommended by the Nomination and Remuneration Committee. The salientaspects covered in the Nomination and Remuneration Policy covering the policy onappointment and remuneration of Directors including criteria for determiningqualifications, positive attributes, independence of a director and other matters. The samehas been uploaded on website of the Company www.ahimsaind.comSalient feature of the Policy as follows:
a) The Committee shall identify and ascertain the integrity, qualification, expertise andexperience of the person for appointment as Director, KMP or at Senior Managementlevel and recommend to the Board his / her appointment. The Committee has discretionto decide whether qualification, expertise and experience possessed by a person aresufficient or satisfactory for the concerned position.
b) The Company shall not appoint or continue the employment of any person as Whole¬Time Director who has attained the age of seventy years. Provided that the term of theperson holding this position may be extended beyond the age of seventy years with the
approval of shareholders by passing a special resolution based on the explanatorystatement annexed to the notice.
The Company shall appoint or re-appoint any person as its, Managing Director or Whole¬Time Director for a term not exceeding five years at a time. No re-appointment shall bemade earlier than one year before the expiry of term.
An Independent Director shall hold office for a term up to five consecutive years on theBoard of the Company and will be eligible for re-appointment on passing of a SpecialResolution by the Company and disclosure of such appointment in the Board's report. NoIndependent Director shall hold office for more than two consecutive terms of up tomaximum of 5 years each, but such Independent Director shall be eligible for appointmentafter expiry of three years of ceasing to become an Independent Director. Provided thatan Independent Director shall not, during the said period of three years, be appointed inor be associated with the Company in any other capacity, either directly or indirectly.
Due to reasons for any disqualifications mentioned in the Act or under any other applicableAct, rules and regulations there under, the Committee may recommend, to the Board withreasons recorded in writing, removal of a Director, KMP or Senior Management Personnelsubject to the provisions and compliance of the said Act, rules and regulations.
The Directors, KMP and Senior Management Personnel shall retire as per the applicableprovisions of the Act and the prevailing policy of the Company.
The Committee shall carry out evaluation of performance of every Director, KMP andSenior Management Personnel at regular interval (yearly).
a) Remuneration to Managing Director, Whole-Time Director, Executive, Key ManagerialPersonnel and Senior Management Personnel: The Remuneration/ Compensation/Commission etc. to be paid to Director/Managing Director etc. shall be governed as perprovisions of the Companies Act, 2013 and rules made there under or any other enactmentfor the time being in force.
b) Remuneration to Non-Executive/ Independent Director: The Non-ExecutiveIndependent Director may receive remuneration/ compensation/commission as per theprovisions of the Companies Act, 2013. The amount of sitting fees shall be subject to limitsas provided under the Companies Act, 2013 and rules made there under or any otherenactment for the time being in force and as may be decided by the Board in consultationwith Non-Executive/ Independent Director. Provided that Non-Executive IndependentDirectors are not eligible for any Stock Option.
The Nomination and Remuneration Committee or the Board may review the Policy as andwhen it deems necessary. This Policy may be amended or substituted by the Nominationand Remuneration Committee or by the Board as and when required and also by theCompliance Officer where there is any statutory changes necessitating the change in thepolicy.
The Company recognizes and embraces the importance of a diverse Board in its process.We believe that a truly diverse Board will leverage differences in thought, perspective,knowledge, skill, regional and industry experience, cultural and geographical background,age, ethnicity, race and gender which will help us retain our competitive advantage. TheBoard has adopted the Board diversity policy which sets out the approach to diversity ofthe Board of Directors.
The members of the Company in their 28th Annual General Meeting held on 15thSeptember, 2023, re-appointed Mrs. Sneha Ashutosh Gandhi (DIN: 00654675) Whole TimeDirector who retired by rotation and also re-appointed.
Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with theCompanies (Appointment and Qualification of Directors) Rules, 2014 and the Articles ofAssociation of your Company, Mr. Ashutosh Gandhi (DIN: 00654563) Managing Director ofthe Company is liable to retire by rotation at the ensuing Annual General Meeting andbeing eligible offered himself for reappointment.
Appropriate resolution for his re-appointment is being placed for your approval at theensuing Annual General Meeting. The brief resume of Mr. Ashutosh Gandhi (DIN:00654563) Managing Director and other related information has been detailed in theAnnual Report.
During the period under review; Ms. Purvi Jatin Intwala, Additional Non-Executive Directorhas been appointed w.e.f. 18th May, 2023 and her appointment has been regularized at28th Annual General Meeting held on 15th September, 2023 as Non-Executive director ofthe company.
Mr. Deep Kiritkumar Trivedi (DIN: 08176458) as Non-Executive Director of the Companyresigned from the post of directorship w.e.f. from 23rd January, 2024
The Nomination and Remuneration committee of the board constituted under Section 178of the Companies Act, 2013 has been made responsible for carrying out evaluation of everyDirector's performance. The board is required to evaluate the performance based on theevaluation done by the Nomination and Remuneration committee.
The Nomination and Remuneration Committee carried out an evaluation of performanceof Independent Director, Individual Executive and Non-Executive Director and Board aswhole and that of its committees. The performance evaluation of the Chairman, the Non¬Independent Directors and the Board as a whole was carried out by the IndependentDirectors in a separate meeting. The exercise of performance evaluation was carried out
through a structured evaluation process covering various criteria as recommended by theNomination and Remuneration Committee.
The performance of the Nomination and Remuneration committee evaluated by Board ofdirectors, on the basis of the terms of reference of the committee.
The performance of Nomination and Remuneration committee reviewed by board ofdirectors and which is much satisfactory.
Then the committee reviewed the Board and other committee. The evaluation of theNomination and Remuneration Committee was left to the Board of the Directors.
The board as a whole and its committees were reviewed on the following parameters;
1) Size, structure and expertise of the Board
2) Frequency of Meetings
3) Effective discharge of functions and duties by Board and Committee prescribedunder the law and as per terms of reference.
4) Ensuring the integrity of the Company's accounting and financial reporting systems,independent audit, internal audit and risk management systems (for Board andAudit Committee)
5) Working in the interests of all the stakeholders of the Company and such otherfactors.
The performance of the board as a whole was satisfactory and up to the mark during theyear.
Your Company has received declarations from all the Independent Directors under Section149(7) of the Companies Act, 2013 confirming that they meet the criteria of independenceas prescribed under Section 149(6) of Companies Act, 2013 read with the Schedules andRules issued there under as well as under Regulation 16(b) of the Securities ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Board of Directors has adopted the Policy on Code of Conduct in accordance with therequirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Code ofConduct of the Company lays down guidelines and procedures to be followed anddisclosures to be made while dealing with shares of the Company as well as consequencesof violation.
The code of practices and procedures for fair Disclosures of unpublished price sensitiveinformation and code of conduct to regulate, monitor and report trading by Insiders isavailable on the website www.ahimsaind.com
All Board members and Senior Management Personnel have affirmed compliance of theCode of Conduct. A declaration to this effect, signed by the Chairman & Managing Directorof the Company forms part of this Report. The Board has also adopted separate code ofconduct with respect to duties of Independent Directors as per the provisions of theCompanies Act, 2013.
As on 31st March, 2024, the Board of Directors has following committees:
a. Audit Committee
b. Nomination and Remuneration Committee
c. Stakeholder's Relationship Committee
The Audit Committee of the Company is constituted in line with the provisions of Section177 of the Companies Act, 2013 and as per Regulation 18 of the SEBI (Listing Obligationand Disclosure Requirements) Regulations, 2015. The composition of Audit Committee isgiven below:
Name of Director
Status
Nature of Directorship
Mr. Ashish N. Shah
Chairman
Independent Non-Executive Director
Mr. Bhadresh A. Trivedi
Member
Independent Non- Executive Director
Mr. Deep K. Trivedi*
Non-Executive Director
During the year under review, Audit Committee re-constituted on 16th February, 2024. Mr.Deep Kiritkumar Trivedi (DIN: 08176458) as Non-Executive Director of the Companyresigned from the post of directorship w.e.f. from 23rd January, 2024 and ceased to bemember of Audit Committee. Therefore, board has decided to appoint Ms. Purvi JatinIntwala, Non-Executive Director as member of Audit committee and re-constitutes thestructure of Audit Committee.
Name of the Director
Mr. Ashish Navnitlal Shah
Mrs. Purvi Jatin Intwala
The terms of reference of the Audit Committee are as under:
• Overseeing the Company's financial reporting process and the disclosure of its financialinformation to ensure that the financial statements are correct, sufficient and credible.
• Recommending to the Board, the appointment, re-appointment and if required, thereplacement or removal of the statutory auditor and the fixation of audit fees.
• Approval of payment to statutory auditors for any other services rendered by thestatutory auditors.
• Reviewing, with the management, the annual financial statements before submission tothe Board for approval, with particular reference to:
a) Matters required being included in the Directors Responsibility Statement to beincluded in the Board's Report in terms of Clause C of sub-section 3 of Section 134of the Companies Act, 2013.
b) Changes, if any, in accounting policies and practices and reasons for the same.
c) Major accounting entries involving estimates based on the exercise of judgment bymanagement.
d) Significant adjustments made in the financial statements arising out of auditfindings.
e) Compliance with listing and other legal requirements relating to financialstatements.
f) Disclosure of any related party transactions.
g) Qualifications in the draft audit report.
• Reviewing, with the management, the half yearly and annual financial statements beforesubmission to the board for approval.
• Reviewing, with the management, the statement of uses / application of funds raisedthrough an issue (public issue, rights issue, preferential issue, etc.), the statement offunds utilized for purpose other than those stated in the offer document / prospectus /notice and the report submitted by the monitoring agency monitoring the utilization ofproceeds of a public or rights issue, and making appropriate recommendations to theBoard to take up steps in this matter.
• Reviewing, with the management, performance of statutory and internal auditors,adequacy of internal control systems.
• Reviewing the adequacy of internal audit function, if any, including the structure of theinternal audit department, staffing and seniority of the official heading department,reporting structure coverage and frequency of internal audit.
• Discussion with internal auditors on any significant findings and follow up there on.
• Reviewing the finding of any internal investigations by the internal auditors into matterswhere there is suspected fraud or irregularity or a failure of internal control systems ofa material nature and reporting the matter to the Board.
• Discussion with the statutory auditors before the audit commences, about the natureand 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 nonpayment of declared dividends) andcreditors. 1
• To overview the Vigil Mechanism of the Company and took appropriate actions in thecase of repeated frivolous complaints against any Director or Employee
MEETINGS HELD AND ATTENDANCE
During the Financial year 2023-24 Six (6) meetings were held on 10/04/2023, 18/05/2023,15/07/2023, 18/08/2023, 09/11/2023 and 16/02/2024. The attendance records of themembers are as follows.
Mr. Ashish N. Shah (DIN: 00089075) is chairman of Audit Committee.
Members
Category
Meetings held duringthe tenure of theDirectors
Meetings
attended
Independent & Non¬Executive Director
6
4
Mr. Deep K. Trivedi
5
Mr. Purvi Intwala
1
NOMINATION & REMUNERATION COMMITTEE
The Nomination & Remuneration Committee of the Company is constituted in linewith the provisions of Section 178 of the Companies Act, 2013 and as per Regulation19 of the SEBI (Listing Obligation and Disclosure Requirements), 2015.
The composition of Nomination & Remuneration Committee is given below: 2
Mr. Deep K. Trivedi1
Director of the Company resigned from the post of directorship w.e.f. from 23rd January,2024 and ceased to be member of N & R Committee. Therefore, Board has decided toappoint Ms. Purvi Jatin Intwala, Non-Executive Director as member of Nomination &Remuneration committee and re-constitutes the structure of Nomination & RemunerationCommittee.
Re-constitution of Nomination & Remuneration Committee
TERMS OF REFERENCE:
The terms of reference of the Nomination and Remuneration Committee are as under:
• To recommend to the Board, the remuneration packages of the Company'sManaging/Joint Managing/Whole time /Executive Directors, including all elements ofremuneration package (i.e., salary, benefits, bonuses, perquisites, commission, incentives,stock options, pension, retirement benefits, details of fixed components and performanceslinked incentives along with the performance criteria, service contracts. notice period,severance fees, etc.);
• To be authorized at its duly constituted meeting to determine on behalf of the Board ofDirectors and on behalf of the shareholders with agreed terms of reference, the Company'spolicy on specific remuneration packages for Company's Managing/Joint Managing/Wholetime /Executive Directors, including pension rights and any compensation payment;
• Such other matters as May from time to time are required by any statutory, contractual orother regulatory requirements to be attended to by such committee.
The members of Nomination and Remuneration Committee met Four (4) times during theyear on 10/04/2023, 18/05/2023, 18/08/2023 and 16/02/2024 as per provisions of Section178 of the Companies Act, 2013 and applicable provisions.
Mr. Ashish N. Shah (DIN: 00089075) is chairman of Nomination and RemunerationCommittee.
3
Ms. Purvi Intwala
The Stakeholder Relationship Committee of the Company is constituted in line with theprovisions of Section 178 of the Companies Act, 2013 and as per Regulation 20 of the SEBI(Listing Obligation and Disclosure Requirements), 2015. The composition of StakeholderRelationship Committee is given below:
During the year under review, Stakeholders Relationship Committee re-constituted on 16thFebruary, 2024. Mr. Deep Kiritkumar Trivedi (DIN: 08176458) as Non-Executive Director ofthe Company resigned from the post of directorship w.e.f. from 23rd January, 2024 andceased to be member of S & R Committee. Then, board has decided to appoint Ms. PurviJatin Intwala, Non-Executive Director as a member of Stakeholders Relationshipcommittee and re-constitutes the structure of Stakeholders Relationship Committee.
The terms of reference of the Stakeholder Relationship Committee are as under:
• Redressal of shareholders'/investor's complaints;
• Reviewing on a periodic basis the Approval of Transfer or transmission of shares,debentures or any other securities made by the Registrar and Share Transfer Agent;
• Issue of duplicate certificates and new certificates on split/ consolidation/renewal;
• Non-receipt of declared dividends, balance sheets of the Company; and
• Carrying out any other function as prescribed under the Listing Compliances.
The members of Stakeholder Relationship Committee met Three (3) times during the yearon 18/05/2023, 09/11/2023 and 16/02/2024 as per provisions of Section 178 of theCompanies Act, 2013 and applicable provisions.
Mr. Bhadresh A. Trivedi (DIN: 07218969) is the Chairman of Stakeholder RelationshipCommittee.
Meetings heldduring the tenureof the Directors
Attended
2
The Board of Directors of the Company met Six (6) times during the year on 10/04/2023,18/05/2023, 15/07/2023, 18/08/2023, 09/11/2023 and 16/02/2024 in respect of whichproper notices were given and the proceedings were properly recorded, signed andmaintained in the Minutes book kept by the Company for the purpose.
The intervening Gap between the Meetings was within the period prescribed under theCompanies Act, 2013.
Name ofDirectors
MeetingsHeld duringthe tenureof theDirectors
Attendanceat the lastAGM heldon 15thSept, 2023
No. ofcommitteemembership inwhich he/she isa member andChairperson
Mr. Ashutosh D.Gandhi
Promoter /ManagingDirector
Yes
None
Mrs. SnehaA. Gandhi
Whole-time
Director
No
Mr. Ashish N.Shah
Independent
&Non-
Executive
Chairman inTwo
CommitteesMember in oneCommittees
Mr. Bhadresh A.Trivedi
Chairman in oneCommitteesMember in twoCommittees
Mr. Deep KTrivedi
Non-Executive
Member inThree
Committees
Ms. Purvi JatinIntwala
Independent Directors' Meeting
In accordance with the provisions of Schedule IV (Code for Independent Directors) of theCompanies Act, 2013 and Regulation 25 of the Securities Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations, 2015, a meeting of theIndependent Directors of the Company was held on 18th August, 2023.
Mr. Bhadresh A. Trivedi (DIN: 07218969) is the Chairman of Independent DirectorsMeeting.
18. DIRECTORS RESPONSIBILITY STATEMENT:
The Board of Directors acknowledge the responsibility for ensuring compliance with theprovisions of Section 134(3) (C) read with Section 134 (5) of the Companies Act, 2013 inthe preparation of annual accounts for the year ended on 31stMarch, 2024 and state that:In the preparation of the annual accounts for the year ended March 31, 2024, theApplicable accounting Standards have been followed and there are no materialsDepartures from the same;
I. In the preparation of the annual accounts for the year ended March 31, 2024, theApplicable accounting Standards have been followed and there are no materialsDepartures from the same;
II. The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to givea true and fair view of the state of the affairs of the company as at March 31, 2024and of the profit of the company for the year ended on that date;
III. The Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for
safeguarding the Assets of the company and for preventing and detecting fraud andother irregularities;
IV. The Directors had prepared annual accounts on a 'going concern' basis.
V. The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
VI. The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively
Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013, theAnnual Return for the year ending on March 31, 2024 is available on the Company'swebsite at https://www.ahimsaind.com.
During the year under review, there was no employee who has drawn remuneration inexcess of the limits set out under section 197 (12) of the Companies Act, 2013 read withrule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules, 2014 and Disclosures pertaining to remuneration and other details as requiredunder Section 197 (12) of the Act read with rule 5 (1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014 is attached as "Annexure B''.
The Company has complied with the provisions relating to the Constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (Prevention,Prohibition and Redressal) Act, 2013. There was no case filled or registered with theCommittee during the year, under the Sexual Harassment of Women at Workplace(Prevention, Prohibition & Redressal) Act, 2013. Further Company ensures that there is ahealthy and safe environment for every women employee at the workplace and made thenecessary policies for safe and secure environment for women employee.
The Company is not required to maintain cost records as specified by the CentralGovernment under sub-section (1) of Section 148 of the Companies Act, 2013.
Details regarding Corporate Governance Report of the Company regarding compliance ofthe Conditions of Corporate Governance pursuant to SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015 with stock exchanges are annexed herewithas "Annexure C''.
These Financial statements of the Company are prepared in accordance with IndiaAccounting Standards ("Ind AS"), notified under section 133 of Companies Act, 2013 readalong with Companies (Indian Accounting Standards) Rules, 2015 as amended and otherrelevant provisions of the Act.
The Company has established a well-defined process of risk management, wherein theidentification, analysis and assessment of the various risks, measuring of the probableimpact of such risks, formulation of risk mitigation strategy and implementation of thesame takes place in a structured manner. Though the various risks associated with thebusiness cannot be eliminated completely, all efforts are made to minimize the impact ofsuch risks on the operations of the Company. Necessary internal control systems are alsoput in place by the Company on various activities across the board to ensure that businessoperations are directed towards attaining the stated organizational objectives withoptimum utilization of the resources.
The company has developed and implemented risk management policy. Company has aneffective risk management system to keep track of business and operational hazards. Allmajor functions and divisions are responsible for independently monitoring risks in theirrespective areas of operations. The risk management process is overseen by theCompany's board of directors.
The Company, through its risk management process, aims to contain the risks within itsappetite. There are no risks which in the opinion of the Board threaten the existence ofthe Company.
All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in its ordinary course of business and on an arm's lengthbasis.
During the year, the Company had not entered into any contract/ arrangement /transaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of related party transactions or which is required tobe reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of theAct and Rule 8(2) of the Companies (Accounts) Rules, 2014. There were no materiallysignificant related party transactions which could have potential conflict with interest ofthe Company at large.
The Policy on Materiality of Related Party Transactions and dealing with Related PartyTransactions as approved by the Board is put up on the Company's website and can beaccessed at https://www.ahimsaind.com/investor-relation/codes-policies-of-company/
Members may refer Note No. 3.28 to the Standalone Financial Statement which sets outrelated party disclosures pursuant to Ind AS 18.
The particulars of Loans, guarantees or investments made under Section 186 are furnishedhereunder:
SR
Date ofmakingloan
Detail ofBorrower
Amount
Purposefor whichthe loanis to beutilizedby theRecipient
Time
period
for
which itis
given
Date ofBoardResolu¬tion
Date ofSpecialResolu¬tion (ifrequired)
Rate ofInterest
Expectedrate ofreturn
NA
Details of Investments:
Date ofinvestment
Details ofInvestee
Purpose for whichthe proceeds frominvestment isproposed to beutilized by therecipient
Date ofBoardResolution
Date ofSpecialResolution(if
required)
Details of Guarantee / Security Provided:
Date ofprovidingsecurity/guarantee
Details ofrecipient
Purpose for whichthe security/guarantee isproposed to beutilized by the
recipient
Commission
During the period under review, the Company has not accepted any unsecured loan fromthe Directors pursuant to Rule 2(1) (c) (viii) of Companies (Acceptance of Deposits) Rules,2014.
The Vigil Mechanism/Whistle Blower Policy has been adopted to provide appropriateAvenues to the employees to bring to the attention of the management, the concernsabout any unethical behavior, by using the mechanism provided in the Policy. In casesrelated to financial irregularities, including fraud or suspected fraud, the employees maydirectly approach the Chairman of the Audit Committee of the Company. We confirm thatno director or employee has been denied access to the Audit Committee during FY 2023¬24.
The Policy provides that no adverse action shall be taken or recommended against anyemployee in retaliation to his/her disclosure, if any, in good faith of any unethical andimproper practices or alleged wrongful conduct. This Policy protects such employees fromunfair or prejudicial treatment by anyone in the Company. The same is available on theCompany's Web Site https://www.ahimsaind.com.
With a view to regulate trading in securities by the Directors and Designated Employees,the Company has adopted a Code of Conduct for Prohibition of Insider Trading (Code) andVigil Mechanism/Whistle Blower Policy. The Code also covers the policy and proceduresfor inquiry in case of leak of Unpublished Price Sensitive Information (UPSI) or suspectedleak of UPSI. The Code/Policy is available on the website of the Companyhttps://www.ahimsaind.com/investor-relation/codes-policies-of-company/.
M/s Mistry and Shah (Firm Registration No 122702W), Chartered Accountants, have beenappointed as Statutory Auditors of the Company for a period of 5 years at the 26th AnnualGeneral Meeting was held on 24th September, 2021 to hold the office from conclusion ofthat meeting until the conclusion of the 31st Annual General Meeting of the Company. Asrequired under Regulation 33(d) of SEBI (LODR) Regulations, 2015 the Auditors haveconfirmed that they hold a valid certificate issued by the Peer Review Board of the Instituteof Chartered Accountants of India.
No frauds are reported by Auditors which falls under the purview of sub section (12) ofSection 143 of Companies Act, 2013.
The Notes to the financial statements referred in the Auditors' Report are self-explanatory.There are no qualifications or reservations or adverse remarks or disclaimers given byStatutory Auditors of the Company and therefore do not call for any comments underSection 134 of the Act. The Auditors' Report is enclosed with the financial statements inthis Annual Report.
In terms of section 204 of the Act and Rules made there under, Mr. Nitesh P. Shah,Practicing Company Secretary, Ahmedabad have been appointed as a Secretarial Auditorof the Company. The report of the Secretarial Auditor is enclosed as "Annexure- D" to thisreport. There are no qualifications or reservations or adverse remarks or disclaimer in thesaid Secretarial Audit Report.
During the year, the Company continued to implement her suggestions andrecommendations to improve the control environment. Their scope of work includesreview of processes for safeguarding the assets of the Company, review of operationalefficiency, effectiveness of systems and processes, and assessing the internal controlstrengths in all areas. Internal Auditor's findings are discussed with the process ownersand suitable corrective actions taken as per the directions of Audit Committee on anongoing basis to improve efficiency in operations.
The Company has adequate internal controls and checks in commensurate with itsactivities. The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business, including adherence to the Company's policies, thesafeguarding of its assets, the prevention and detection of frauds and errors, the accuracyand completeness of the accounting records, and the timely preparation of reliablefinancial disclosures.
We are continuously striving to promote better and more effective sustainability policyand practices. In order to ensure transparent communication of our sustainability effortsto all our stakeholders we have made conscious efforts through technology innovation andeffective communication and transparency.
The Company has neither accepted/invited any deposits u/s 73 to 76 of the CompaniesAct, 2013 during the period.
Information in accordance with the provisions of Section 134 read with the Companies(Accounts) Rules, 2014 regarding conservation of energy, and technology absorption arefurnished hereunder in "Annexure E."
The Company is pleased to report that during the year under reporting, the industrialrelations were cordial.
Pursuant to Regulation 17(8) of the Listing Regulations, Mr. Ashutosh Gandhi, ManagingDirector and Mr. Darshankumar Mistri, Chief Financial Officer has given CEO/CFOCertificate as per the format specified in part B to the Schedule II of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015 and said certificate was placed before the meeting of Board of Directors in theirmeeting held on May 18, 2024.
40. STATEMENT REGARDING THE OPINION OF THE BOARD WITH REGARD TO INTEGRITY,EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENTDIRECTORS APPOINTED DURING THE YEAR
The Board is of the opinion that the Independent Directors of the Company hold higheststandards of integrity and possess requisite expertise and experience required to fulfiltheir duties as Independent Directors and statement for the same is mentioned inCorporate Governance Report.
No application has been made or any proceeding pending under the Insolvency andBankruptcy Code, 2016.
No settlement is made with any Bank or Financial Institution during the year.
Pursuant to clause 9 of the revised Secretarial Standard - 1, your company has compliedwith applicable secretarial standards issued by the Institute of Company Secretaries ofIndia, during the financial year under review.
Your Directors take this opportunity to place on record the appreciation of the valuablecontribution and dedication shown by the employees of the Company, RTA, Auditors andPracticing Company Secretary which have contributed to the successful management ofthe Company's affairs.
The Directors also take this opportunity to thank all the stakeholders, Investors, Clients,Banks, Government, Regulatory Authorities and Stock Exchange for their continuedsupport.
Ashutosh Damubhai Gandhi
Place: Ahmedabad Managing Director
Date: 2nd August, 2024 DIN: 00654563
Sneha Ashutosh Gandhi
Place: Ahmedabad Whole time Director
Date: 2nd August, 2024 DIN: 00654675
To review the functioning of the Whistle Blower mechanism, in case the same is existing.
During the year under review, Nomination & Remuneration Committee re-constituted on16th February, 2024. Mr. Deep Kiritkumar Trivedi (DIN: 08176458) as Non-Executive