Your Directors are pleased to present the 31stAnnual Report of the Company along with the AuditedFinancial Statements for the financial year ended on 31STMARCH, 2024.
OVERVIEW OF THE ECONOMY:
Global Fire Protection Systems Market Outlook. The global fire protection system market size was valued atUS$ 83.76 billion in 2022 and is expected to hit US$ 190.26 billion by 2032 poised to grow at a noteworthycompound annual growth rate (CAGR) of 8.6% from 2023 to 2032.
Fire protection systems are deployed in the buildings to control, detect and aware the occupants of thebuilding regarding the happening of an incident and this will help in reducing the risk of any casualty andsave the property. This lucrative functionality of the fire protection systems is expected to drive the growthof the fire protection system market. It consists of fire detectors, fire extinguishers, fire hydrant systems, firehose reels and automatic sprinkler systems.
FINANCIAL SUMMARY:-
The financial highlights are depicted below:
(Amount in Rs.)
Particulars
31/03/2024
31/03/2023
Revenue from operations
16,55,47,437
37,72,93,127
Other Income
33,52,933
1,91,84,438
Total Revenue
16,89,00,370
39,64,77,565
Expenditure
15,25,21,791
37,01,53,148
Profit / (Loss) before Finance Cost, Depreciation& Amortization and Tax Expenses
1,63,78,579
2,63,24,417
Finance Cost
1,33,92,125
1,49,52,255
Depreciation & Amortization
13,92,947
15,09,691
Profit Before Tax
15,93,507
98,62,471
Less: Taxation
Current Tax
3,53,197
27,74,207
Deferred Tax
(15,233)
(28,290)
Total Tax (i ii)
3,37,964
27,45,917
Profit after Tax
12,55,543
71,16,554
Earning Per Equity Share:
Basic
0.19
1.08
Diluted
Note: The above figures are extracted from the financial statements.FINANCIAL HIGHLIGHTS AND OPERATIONAL PERFORMANCE:-
The Key highlights pertaining to the business of the Company for the year 2023-24 and period subsequentthere to have been given hereunder:
The Total revenue from operations of the Company during the Financial year 2023-24 was lower atRs.16,89,00,370/- against the total revenue of Rs.39,64,77,565/- in the previous financial year 2022-23.TheTotal expenses of the Company during the financial year 2023-24 was Rs.15,25,21,791/- against theexpenses of Rs. 37,01,53,148/- in the previous financial year 2022-23.
Finance Cost during the financial year 2023-24 stood at Rs. 1,33,92,125/- as against Rs.1,49,52,255/- in theprevious financial year 2022-23. The Depreciation cost for the financial year 2023-24 was Rs. 13,92,947/- asagainst Rs.15,09,691/- for the previous financial year 2022-23.
The Profit after tax is Rs.12,55,543/- for the financial year 2023-24 as compare to Rs.71,16,554/- in theprevious financial year 2022-23.
SHARE CAPITAL:-
The Authorized Share Capital of the Company as on 31st March, 2024 was Rs. 10,00,00,000/- (Rupees TenCrore) divided into 1,00,00,000 (One Crore) Equity Shares of Rs.10/- each.
The Paid up Share capital of the Company as on 31st March, 2024 was Rs. 10,00,00,000/- (Rupees Ten Crore)divided into 1,00,00,000 (One Crore) Equity Shares of Rs.10/- each. (This paid up capital is afterconsideration of issue of shares during the year under review)
Company issued and allotted 34,00,020 (Thirty Four Lacs Twenty Only) Equity Shares during the year underreview. 34,00,020 (Thirty Four Lacs Twenty Only) Equity Shares were allotted to 4 allottees in the BoardMeeting held on 23rd March, 2024 at an issue price of Rs. 20/- per share including a premium of Rs. 10/- pershare on preferential basis.
DIVIDEND:-
With a view to provide a cushion for any financial contingencies in the future and to strengthen the financialposition of the Company, your Directors have decided not to recommend any dividend for the period underreview.
RESERVES:-
During the current financial year (2023-24) our Company's net profit was Rs.12,55,543 /- as against theprofit of Rs. 71,16,553/- in P.Y. 2022-23, Your Directors have transferred whole amount of Profit Rs.12,55,543/-to Reserve to strengthen the financial position of the Company in nearest future.
SUBSIDIARY AND JOINT VENTURE COMPANY:
The Company did not have any subsidiary or joint venture company during the year under review.
CHANGE IN NATURE OF BUSINESS:
No changes have been made in the nature of business carried out by the Company during the financial year2023-24.
MAINTAINANCE OF COST RECORDS:
The Company is not required to maintain cost records as specified by the Central Government under Section148(1) of the Companies Act, 2013.
APPOINTMENT AND RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:-In accordance with the provisions of Section 152(6) of the Companies Act and Articles of Association, Mr.Rakeshbhai Swadia (DIN: 00356657) Director of the Company, shall retire by rotation and being eligibleoffers himself for re-appointment at the ensuing Annual General Meeting of the Company. Further duringthe year under review no changes occurred in the composition of Board and Key Managerial Personnel ofthe Company.
MEETINGS OF THE BOARD OF DIRECTORS:-
The Management is completely focused for the growth and expansion of the Company, it is busy developingnew horizons for increasing overall performance. It is further working towards reducing costs by makingoptimum utilization of resources.
The Board met 5 times during the year on 30th May, 2023, 26thAugust, 2023, 13thNovember, 2023, 5thDecember, 2023and 10thFebruary, 2024in respect of which proper notices were given and the proceedingswere properly recorded, signed and maintained in the Minutes book kept by the Company for the purpose.The intervening gap between the Meetings was within the period prescribed under the Companies Act,2013.
Name of Directors
Category
Number of MeetingsAttended / TotalMeetings
held during the year2023-24
Attendance atthe last AGMheld on 13thDecember, 2023
Mr. Rakesh V. Swadia
Chairman and ManagingDirector
5/5
Yes
Mr. Devarshi R. Swadia
Whole Time Director
Mrs. Nitaben R. Swadia
Non-Executive Director
Mr.Bhavinkumar O. Kachhwah
Independent Director
Mr. KunalSudhirbhai Shah
MEETING OF MEMBERS:
During the year under review, the Company called and convened the Annual General Meeting on 13thDecember, 2023.
COMMITTEES MEETING:
As on 31st March, 2024 the Board had three committees i.e. Audit Committee, Nomination andRemuneration Committee and Stakeholders Relationship Committee. All the Committees are properlyconstituted with proper composition of Independent Directors as mentioned in relevant provisions ofCompanies Act, 2013.
A. AUDIT COMMITTEE AND ITS MEETINGS:
Audit Committee met 3 times during the year under review on 30th May, 2023,13th November, 2023 and 5thDecember, 2023. Constitution of Audit Committee was as per the following:
Sr.
No.
Name of the Director
Status in Committee
Nature of Directorship
Total MeetingsAttended/ TotalMeetings Held
1.
KunalSudhirbhai Shah(DIN:08177662)
Chairman
Independent & Non-ExecutiveDirector
3/3
2.
RakeshVallabhbhaiSwadia (DIN:00356657)
Member
3.
Bhavinkumar O.Kachhwah (DIN:08837036)
B. NOMINATION & REMUNERATION COMMITTEE AND ITS MEETINGS:
Nomination & Remuneration Committee met once during the year under review on 30th May,2023Constitution of Nomination & Remuneration Committee was as per the following:
Sr. No.
Status inCommittee
Mr. Kunal SudhirbhaiShah
Chairperson
1/1
Bhavinkumar O.Kachhwah
Mrs. Nitaben RakeshbhaiSwadia
C. STAKEHOLDERS RELATIONSHIP COMMITTEE AND ITS MEETINGS:
Stakeholders Relationship Committee met 4 times during the year under review on 30th May, 2023, 26thAugust, 2023, 13th November, 2023 and 10th February, 2024.
Constitution of Stakeholders Relationship Committee was as per the following:
Status in
Total
Meetings
Committee
Attended/
Meetings Held
Mr. Kunal Sudhirbhai Shah
4/4
Mr. RakeshbhaiVallabhbhai Swadia
OTHER INFORMATION RFI ATED TO ROAR D COMM ITTFFS-
Name of theCommittee
Composition of the Committee
Highlights of duties, responsibilities andactivities
Audit Committee(This disclosure isas per Section177(8) of theCompanies Act,2013)
Kunal Sudhirbhai Shah (DIN: 08177662)Rakeshbhai VallabhbhaiSwadia(DIN:00356657)
Bhavinkumar O. Kachhwah (DIN: 08837036)s
• All recommendations made by theAudit Committee were accepted by theBoard.
• In accordance with the requirements ofthe Companies Act, 2013, the Companyhas formulated the policies includingthe Vigil Mechanism Policy.
Nomination and
Remuneration
Kunal Sudhirbhai Shah (DIN: 08177662)Nitaben Rakeshbhai Swadia (DIN: 00356722)Bhavinkumar O. Kachhwah (DIN: 08837036)
• The Committee overseas andadministers executive compensation,operating under a written charteradopted by our Board of Directors.
Stakeholders
Relationship
Kunal Sudhirbhai Shah (DIN: 08177662)Rakeshbhai Vallabhbhai Swadia (DIN:00356657)
Bhavinkumar O. Kachhwah (DIN: 08837036)
• The Committee reviews and ensures toredress investor grievances.
• The Committee noted that all thegrievances of the shareholders duringthe year have been resolved.
INDEPENDENT DIRECTORS' MEETING:
As per Schedule IV of the Companies Act, 2013, a separate meeting of Independent Director was held on10thFebruary, 2024 at registered office of the company situated at Ahmedabad to discuss the agenda itemsas required under the Companies Act, 2013.
DECLARATION BY INDEPENDENT DIRECTORS:
Your Company has received declarations from all the Independent Directors confirming that they meet thecriteria of Independence as prescribed under 149(6) of the Companies Act, 2013 read with Rules issuedthere under as well as Regulation 16(1) (b) of the Listing Regulations (including any Statutory modification(s)or re-enactment(s) for the time being in force.)
NOMINATION AND REMUNERATION POLICY:
The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a Policy forselection, appointment and remuneration of Directors and Key Managerial Personnel, including criteria fordetermining qualifications, positive attributes and independence of Directors.
The Nomination and Remuneration Policy has been uploaded on the website of the Companyatwww.ranjeet.co.in.
STATE OF COMPANY AFFAIRS:
The state of your Company's affairs is given under the heading 'Financial Highlights and OperationalPerformance' and various other headings in this Report and the Management Discussion and Analysis, whichforms part of the Annual Report.
PARTICULARS OF EMPLOYEES:-
The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel)Rules, 2014 are not applicable to the Company as none of the Employees of the Company has receivedremuneration above the limits specified in the Rule 5(2) & (3) of the Companies (Appointment &Remuneration of Managerial Personnel) Rules, 2014 during the financial year 2023-24.
The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of theCompanies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is given in the Statementannexed herewith as Annexure I.
DIRECTORS' RESPONSIBILITY STATEMENT:-
Pursuant to the requirements of Section 134(3)(c) and (5) of the Companies Act, 2013, it is herebyconfirmed:
• That in the preparation of the annual accounts, the applicable accounting standards have been followedalong with proper explanation relating to material departures;
• That the Directors had selected such accounting policies and applied them consistently and made judgmentsand estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of theCompany at the end of the financial year and the profit or loss of the Company for the period ended31.03.2024.
• That the Directors had taken proper and sufficient care for the maintenance of adequate accounting recordsin accordance with the provisions of the Companies Act 2013, for safeguarding the assets of the Companyand for preventing and detecting fraud and other irregularities;
• That the Directors had prepared the annual accounts on a going concern basis.
• That the Directors had laid down internal financial controls to be followed by the company and that suchinternal financial controls are adequate and were operating effectively.
• That the Directors had devised proper systems to ensure compliance with the provisions of all applicablelaws and that such systems were adequate and operating effectively.
BOARD EVALUATION:
The Companies Act, 2013 states that the formal annual evaluation needs to be made by Board of its ownperformance and that of its Committees and individual Directors, Schedule IV of the Companies Act, 2013states that performance evaluation of the Independent Directors shall be done by the entire Board ofDirectors, excluding the director being evaluated.
The evaluation of all the Directors and the entire Board was conducted based on the criteria and frameworkadopted by the Board. The Board approved the evaluation results as allotted by the Nomination andremuneration committee. The Companies Act, 2013 states that the formal annual evaluation needs to bemade by board of its own performance.
AUDITORS' AND AUDITORS' REPORT-STATUTORY AUDITOR
M/s Philip Fernandes & Co., Chartered Accountants, (Firm Registration No: 128122W) were appointed asStatutory Auditors of the Company for a term of five consecutive years, to hold office from the conclusion of26th AGM till the conclusion of the 31stAGM, therefore their tenure of appointment will expire after theconclusion of ensuing 31st Annual General Meeting of the Company.
Hence, the matter of appointment of M/S. ABHISHEK KUMAR AND ASSOCIATES, CHARTEREDACCOUNTANTS, AHMEDABAD (FIRM REGISTRATION NO: 130052W) as the Statutory Auditors of theCompany pursuant to Section 139 and 141 of the Companies Act, 2013 and relevant Rules prescribed thereunder, has been included in the Notice calling the 31st Annual General Meeting of the Company.
Appointment of M/S. ABHISHEK KUMAR AND ASSOCIATES, CHARTERED ACCOUNTANTS, AHMEDABAD (FIRMREGISTRATION NO: 130052W) as the Statutory Auditors of the Company is proposed for a consecutive termof 5 years i.e. from the conclusion of 31st Annual General Meeting to the conclusion of 36th Annual GeneralMeeting of the Company. Further the Company has received letter of consent of appointment from theproposed Statutory Auditors.
The Auditors' Report is self-explanatory and do not call for any further comments. There is no qualification,reservation, adverse remark or disclaimer by the Statutory Auditors in their report.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014, the Board of Directors appointed Ms. RiddhiKhanejaand Associates, Company Secretaries, Ahmedabad, to undertake the Secretarial Audit of the Company'sSecretarial and related records for the year ended on 31st March, 2024. Secretarial Audit Report for FY 2023¬24 is enclosed as Annexure - II to this report.
The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:
There have been no instances of fraud reported by the Auditors under Section 143(12) of the CompaniesAct, 2013.
INTERNAL CONTROL SYSTEMS:-
The Company's internal control systems are adequate and commensurate with the nature and size of theCompany and it ensures:
• Timely and accurate financial reporting in accordance with applicable accounting standards.
• Optimum utilization, efficient monitoring, timely maintenance and safety of its assets.
• Compliance with applicable laws, regulations and management policies.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extracts of Annual return in form MGT-9, as required under Section 92 of theCompanies Act, 2013 is included in this Report as Annexure IV and forms integral part of this report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORTS:
In terms of the Regulation 34(e) read with Schedule V of SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015, Management Discussion and Analysis is set out in this Annual Report asAnnexure III.
DEPOSITS:-
The Company has neither accepted/invited any deposits u/s 73 to 76 of the Companies Act, 2013 during theperiod.
PARTICULARS OF LOANS, GUARANTEES, ADVANCES OR INVESTMENTS MADE UNDER SECTION186 OF THE COMPANIES ACT, 2013:-
The Company has not given any loans or guarantees during the year under review within the purview ofSection 186 of the Companies Act, 2013. The details of the investments made by Company are given in thenotes to investments in the financial statements.
PARTICULARS OF MATERIAL CONTRACTS OR ARRANGEMENTS MADE WITH THE RELATEDPARTIES:-
The Company has not entered into any material contract or arrangements with related parties referred to insub-section (1) of section 188 of the Companies Act, 2013.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THISFINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT:-
No Material changes occurred affecting the financial position of the company occurred between the ends ofthe financial year to which this Financial Statement relate and the date of the Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS:-
During the year under review, there were no significant and material orders passed by the regulators orcourts or tribunals that would impact the going concern status and Company's operation in future.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,PROHIBITION & REDRESSAL) ACT, 2013:-
The Company has zero tolerance towards sexual harassment at the workplace and further itensures thatthere is a healthy and safe atmosphere for every women employee at the workplace and made thenecessary policies for safe and secure environment for women employee.
RISK MANAGEMENT:
The Company's approach to addressing business risks is comprehensive and includes periodic review of suchrisks and a framework for mitigating controls and reporting mechanism of such risks. The risk managementframework is reviewed periodically by the Board and the Audit Committee.
Some of the risks that the Company is exposed to are: Financial Risks, Commodity Price Risk, RegulatoryRisk, Human resource Risk, Strategic Risk, etc.
HUMAN RESOURCES AND INDUSTRIAL RELATIONS:-
The Company has pride in the commitment, competence and dedication shown by its employees in all areasof business. The Company has a structured induction process at allocations and management developmentprograms to upgrade skills of managers.
The Company is committed to nurturing, enhancing and retaining top talent through superior learning &Organizational Development. This is a part of Corporate HR function and is a critical pillar to support theorganization's growth and its sustainability in the long run.
HEALTH, SAFETY AND ENVIRONMENT:-
The Company is taking continuous steps and also developing environment friendly processes for effectiveresource management with specific focus to energy, water and basic raw materials. Monitoring and specificreview of system regarding health, safety and environment is done on a continuous basis with emphasis andfocus given to safety at workplace.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSAND OUTGO:
a) Company ensures that the manufacturing operations are conducted in the manner whereby optimumutilization and maximum possible savings of energy is achieved.
b) No specific investment has been made in reduction in energy consumption.
c) As the impact of measures taken for conservation and optimum utilization of energy are not quantitative, itsimpact on cost cannot be stated accurately.
d) Since the Company does not fall under the list of industries, which should furnish this information in Form-Aas annexed to the aforesaid Rules, the question of furnishing the same does not arise.
Company's products are manufactured by using in-house know how and no outside technology is being usedfor manufacturing activities. Therefore no technology absorption is required.
During the period under review the foreign exchange earnings and outflow was as follows:
Year 2023-24
Amount in Rs
Foreign Earnings
Nil
Foreign Outflow
CORPORATE GOVERNANCE:
Details regarding Corporate Governance Report of the Company , this is to inform you that Regulation 27(2)as per Clause 15 of the Chapter IV of SEBI (LODR) Regulation, 2015 is not applicable as the Company is listedon the BSE- SME platform since 26th September, 2018. Whenever this regulation becomes applicable to theCompany at a later date, we will comply with the requirements of those regulations within six months fromthe date on which the provisions become applicable to our Company.
CORPORATE SOCIAL RESPONSIBILITY:-
Section 135 of the Companies Act, 2013 and framed Rules there under provides that certain Companies arerequired to spend 2% of its average net profit during 3 preceding years on CSR activities. It also providesformation of CSR committee of the Board. The Rules prescribe the activities qualify under CSR and themanner of spending the amount. The company is not covered under section 135 of the Companies Act, 2013and the Rules framed there under for the financial year under report. CSR Committee of the Board will beconstituted at the time of applicability, of section 135 of the Act. Hence CSR report is not required to beannexed.
INSIDER TRADING REGULATIONS:
The Company has notified and adopted the Code of Prevention of Insider Trading and Fair Disclosure ofUnpublished Price Sensitive Information made pursuant to SEBI (Prohibition of Insider Trading) Regulations,2015. The said Codes are published on the website of the Company. The Company has suitably amended theaforesaid Codes to align them with the amendments introduced by SEBI, w.e.f. 1st April, 2019.
VIGIL MECHANISM:
The Company promotes ethical behavior in all its business activities and has put in place a mechanism forreporting illegal or unethical behavior. The Company has a Vigil mechanism and Whistle Blower Policy underwhich the employees are free to report violations of applicable laws and regulations and the Code ofConduct. Employees may also report to the Chairman of the Audit Committee. During the year underreview, no employee was denied access to the Audit Committee. Whistle blower policy of the Company hasbeen uploaded on the website of the Company.
DETAILS OF APPLICATION MADE OR PROCEEDINGS PENDING UNDER INSOLVENCY ANDBANKRUPTCY CODE 2016:
During the year under review, there were no applications made or proceedings pending in the name of theCompany under the Insolvency and Bankruptcy Code, 2016.
DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT ANDVALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:
During the year under review, there has been no one time settlement of loan taken from Banks andFinancial Institutions.
APPRECIATION:-
Your Directors wish to convey their gratitude and place on record their appreciation for all the employees atall levels for their hard work, solidarity, cooperation and dedication during the year.
Your Directors sincerely convey their appreciation to customers, shareholders, vendors, bankers, businessassociates, regulatory and government authorities for their continued support.
SD/-
DATE: 06/09/2024 RAKESH V. SWADIADIN: 00356657