The Board of Directors hereby submits the report of the business and operations of your Company (“the Company”), along with theStandalone Audited Financial Statements, for the Financial Year ended on 31st March, 2024.
The Company's financial performance for the year ended on 31st March, 2024 is summarized below:
(In Rs.)
PARTICULARS
STANDALONE - YEAR ENDED
31.03.2024
31.03.2023
I. Net Sales/Income from Operations
12,070,002
12,603,397
II. Other Income
4,855,903
4,898,009
III. Total Revenue (I II)
16,925,905
17,501,406
IV. Earnings Before Interest, Taxes, Depreciation and Amortization Expense
1,529,995
14,16,898
V. Finance Cost
285,121
163,983
VI. Depreciation and Amortization Expense
812,276
857,679
VII. Profit Before Tax (IV-V-VI)
462,598
395,236
VIII. Tax Expense:
Less: Current Tax Expense
11,850
Less: Deferred Tax
169,914
16,840
Profit After Tax (VII-VIII)
292,684
366,546
The Total Income from Operations (net) of the Company for the year under review is ? 12,070,002 as compared to ? 12,603,397 in theprevious year. Profit after tax stood at ? 292,684as compared to Loss after tax of ? 366,546 in the previous year.
For the Financial Year 2023-24, based on the Company's performance, the Board of Directors have not recommended any dividend.TRANSFER TO RESERVES:
The Company has not transferred any amount in Reserve and Surplus.
The Company is leading the development of novel personal care products that are intended to provide safe, easy and innovativeapproach to the existing traditional personal care solutions. At Novateor Research Facility, we develop products that could providesignificant clinical as well as commercial advantage.
The Proposed new manufacturing facility to be located at Sanand Taluka, Ahmedabad District is well equipped with the state of theart building structure, machineries and technology. Through the semi-Automation of our manufacturing processes, we will be able toreduce reliance on manual labors and raw materials wastage.
Company’s current Teeth Whitening products are sold under brand name SmiteShihe. It manufactures three different variants of TeethWhitening Strips, Teeth Whitening Toothpaste and brush, Kids Toothpaste and tongue cleaner, Teeth Whitening Gel, Power Brush. Ourproducts are first of a kind in India in teeth whitening industry with FDCA approval. Our Company intends to expand its business incosmetics, various health care pharma products in the near future for which the company will shift its manufacturing operations tothe new premises located at GIDC, Sanand.
Company's Customer base consists of well trained, highly skilled and experienced Dentists as well as Cosmetic Parlors. Dentists andother end users have found our products to be innovative, user friendly, safe, pocket friendly and very effective results vis-a-vistraditional teeth whitening products.
During the year, your company has not changed its business or object and continues to be in the same line of business as per mainobject of the Company.
The registered office of the company is situated at 1026, Dev Atelier, Opp. Dev Aurum, Anandnagar Cross Road, 100 Feet Ring Road,Prahladnagar, Ahmedabad- 380015, Gujarat, India.
During the year under review, the authorized and paid-up share capital of the Company are as follows:
The Authorised Capital of the Company is ? 7,00,00,000 (Rupees Seven Crores Only) divided into 70,00,000 (Seventy Lakhs) EquityShares of ? 10/- (Rupees Ten Only) each.
The issued, subscribed and paid-up capital of the Company is ? 4,83,41,700/- (Rupees Four Crore Eighty Three Lakhs Forty OneThousand Seven Hundred Only) divided into 48,34,170 (Forty Eight Lakhs Thirty Four Thousand One Hundred and Seventy) EquityShares of ? 10/- (Rupees Ten Only) each.
The Board of Directors issued 12,18,000 Convertible Share Warrants (hereinafter referred to as “warrants”) carrying an entitlementto subscribe to an equivalent number of Equity Shares having Face value of Rs. 10/- (Rupees Ten Only) each at an issue price ofRs. 28/- each (having premium of Rs. 10/- each) on preferential basis with due approval of Shareholders in the Extra OrdinaryGeneral Meeting held on December 03, 2023.
The Board of Director of the company approved resignation of Ms. Avani Jain as Company Secretary and Compliance officer of thecompany w.e.f. the closing hours of 28th August, 2024. In place of her, Appointment of Mr. Nitin Shah as Company Secretary andCompliance officer of the company w.e.f. 1st September, 2024
The Board of Director of the company approved the resignation of Mr. Anand Rajendra Shah (having DIN: 02104452) and Mr. ChintanPankaj Shah (having DIN: 08510947) as a Non-Executive Independent Directors of the company w.e.f. the closing hours of 28th August,2024.
Appointment of Mr. Imran Zuber Khan (having DIN: 09250831) and Ms. Hiral Nischal Bane (having DIN: 07634177) as an additional Non¬Executive Director of the company w.e.f. 28th August, 2024 subject to approval of shareholders of the company in the ensuing generalmeeting.
As on the date of this report, the Board comprises of following Directors;
Date of No. of Committee1 No. ofDate of Appointment Total SharesName of Director Designation Original at current Director in which in which held as on
Appointment Term & ship ,Direct°r J?irector is Sl^arc^designation is Member Chairperson 2023
Mr. NavdeepSubhashbhai Mehta
Managing
Director
1st April,2011
3rd December,2023
2
14,28,858
Equity
Shares
Mrs. Tejal NavdeepMehta
Whole TimeDirector &Woman Director
1
5,40,378
Mr. Jitin JaysukhDoshi
Non-Executive
01st
September,
2022
30th
1,86,000
Mr. BhavyaHimanshu Doshi
Independent
26th August,2023
2023
Nil
Mr. AnandRajendra Shah
1st May, 2019
3
Date ofOriginalAppointment
Date ofAppointmentat currentTerm &designation
No. of Committee1
No. of
Name of Director
Designation
ship
in whichDirectoris Member
in whichDirector isChairperson
held as on31stMarch,2023
Mr. Chintan PankajShah
15th July,2019
Mr. Imran ZuberKhan
Additional Non¬ExecutiveIndependentDirector
29th August,2014
In this generalmeeting
Mr. Hiral NischalBane
NIL
1 Committee includes Audit Committee and Stakeholder's Relationship Committee across all Public Companies.
2 Excluding LLPs, Section 8 Company &Struck Off Companies.
The composition of Board complies with the requirements of the Companies Act, 2013 (“Act”). Further, in pursuance of Regulation15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Company is exemptedfrom the requirement of having composition of Board as per Regulation 17 of Listing Regulations.
None of the Directors of Board is a member of more than ten Committees or Chairman of more than five committees across all thePublic companies in which they are Director. The necessary disclosures regarding Committee positions have been made by all theDirectors.
None of the Director of the Company is serving as a Whole-Time Director / Managing Director in any Listed Company and is holdingposition of Independent Director in more than 3 Listed Company. Neither any of the Director of the Company is holding position asDirector in more than 7 listed entities nor any of the Director of the Company serve as an Independent Director in more than 7 listedentities.
The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP 1, intimation under Section 164(2)i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company.
Regular meetings of the Board are held at least once in a quarter. Additional Board meetings are convened, as and when require, todiscuss and decide on various business policies, strategies and other businesses. The Board meetings are generally held at the registeredoffice of the Company.
During the year under review, Board of Directors of the Company met 12 (Twelve) times on 18th April,2023; 30th May,2022; 7th July,2023; 4th August, 2023; 26th August, 2023; 21st September,2023; 6th October, 2023; 6th November, 2023; 14th November,2023; 15thDecember, 2023; 19th January, 2024; 7th March, 2024 and 30th March, 2024.
The meetings of the Board of the Companies within the intervals provided in section 173 of the Companies Act, 2013 (120 days) werecompiled between two Board Meetings.
The details of attendance of each Director at the Board Meetings and Annual General Meeting are given below:
Mr. NavdeepSubhashbhaiMehta
Mrs. TejalNavdeep Mehta
Mr. AnandRajendraShah
Mr. ChintanPankajShah
Mr. SindhavVipulbhai
Mr. JitinJaysukhDoshi
Number of Board Meetingheld
12
Number of Board MeetingsEligible to attend
7
Number of Board Meetingattended
Presence at the previousAGM of F.Y. 2023-24
Yes
GENERAL MEETINGS:
During the year under review, the following General Meeting was held, the details of which are given as under:
Sr. No.
Type of General Meeting
Date of General Meeting
1.
Annual General Meeting
30th September, 2023
2.
Extra Ordinary General Meeting
3rd December, 2023
The Company has received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013that they meet the criteria of independence laid down in Section 149 (6) of the Act. A separate meeting of Independent Directors washeld on 30th March, 2024 to review the performance of Non-Independent Directors and Board as whole and performance of Chairpersonof the Company including assessment of quality, quantity and timeliness of flow of information between Company management andBoard.
The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated on the websiteof the Company at www.novateor.com.
In accordance with the provisions of the Articles of Association and Section 152 of the Companies Act, 2013, Mr. Jitin Jaysukh Doshi,Non-Executive Director of the Company retires by rotation at the ensuing annual general meeting. He, being eligible, has offeredhimself for re-appointment as such and seeks re-appointment. The Nomination and Remuneration Committee and Board of Directorsrecommends her re-appointment on the Board.
The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015(“SEBI Listing Regulations”), of the person seeking appointment / re-appointment as Director is annexed to the Notice convening the13th annual general meeting.
In terms of Section 203 of the Companies Act, 2013, Mr.Navdeep Subhashbhai Mehta is Managing Director as well as Chief FinancialOfficer, as Key Managerial Personnel of the Company. Mrs. Tejal Navdeep Mehta is Whole time director of the company.
Moreover, Ms. Avani Jain was a Company Secretary & Compliance Officer of the Company upto the closing hours of August 28, 2024.In place of her, Mr. Nitin Shah is appointed as a Company Secretary & Compliance Officer of the Company w.e.f September 01, 2024
The Board of Directors has carried out an annual evaluation of its own performance board committees and individual directors pursuantto the provisions of the Act.
The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria suchas the board composition and structure effectiveness of board processes information and functioning etc.
The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of thecriteria such as the composition of committees, effectiveness of committee meetings etc.
In addition, the performance of chairman was also evaluated on the key aspects of his role.
The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of thecriteria such as the contribution of the individual Director to the Board and Committee Meetings like preparedness on the issues to bediscussed meaningful and constructive contribution and inputs in meetings etc.
Pursuant to section 134(5) of the Companies Act, 2013; the Board of Directors to the best of their knowledge and ability confirm that:
a) In preparation of Annual Accounts for the year ended 31st March, 2024; the applicable accounting standards have been followedand that no material departures have been made from the same;
b) The Directors have selected such accounting policies and applied them consistently and have made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the FinancialYear and of the profit or loss of the Company for that year;
c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
d) The Directors have prepared the Annual Accounts for the year ended 31st March, 2024 on going concern basis;
e) The Directors have laid down the internal financial controls to be followed by the Company and that such Internal FinancialControls are adequate and were operating effectively; and
f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systemswere adequate and operating effectively.
The Board of Directors in line with the requirement of the Companies Act, 2013 has formed various committees, details of which aregiven hereunder:
During the year under review, the Audit Committee met 5 (Five) times during the Financial Year 2023-24, on 18th April,2023; 30thMay,2023; 26th August, 2023; 14th November,2023 and 30th March , 2024.
The composition of the Committee during the year and the details of meetings attended by its members are given below:
Name of the
Category
Number of meetings during the Financial Year 2023-24
Directors
Held
Eligible to attend
Attended
Non-ExecutiveIndependent Director
Chairperson
5
Mr. Anand RajendraShah
Member
Managing Director &CFO
The Statutory Auditors and Chief Financial Officer of the Company are invited in the meeting of the Committee wherever requires.Further, the Company Secretary of the Company is acting as Secretary to the Audit Committee.
Recommendations of Audit Committee wherever/whenever given have been accepted by the Board.
The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees toreport to the management instances of unethical behavior actual or suspected fraud or violation of Company's Code of Conduct.
Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and providefor adequate safeguards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct accessto the Chairman of the Audit Committee in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committeefrom time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle BlowerPolicy of the Company is available on the website of the Company at www.novateor.com.
The Stakeholder's Relationship Committee mainly to focus on the redressal of Shareholders' / Investors' Grievances if any like Transfer/ Transmission / Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report; Dividend Warrants; etc. The StakeholdersRelationship Committee shall report to the Board on a quarterly basis regarding the status of redressal of complaints received fromthe shareholders of the Company.The detailed terms of reference of the Committee is as per Section 178 of the Companies Act, 2013.During the year under review, Stakeholder's Relationship Committee met 4 (Four) times viz on 18th April,2023; 26th August, 2023; 14thNovember,2023 and 30th March , 2024..The composition of the Committee and the details of meetings attended by its members aregiven below:
4
During the year under review, the Company had not received any complaint from the Shareholder during F.Y. 2022-23.
The Nomination and Remuneration committee in line with the provisions of Section 178 of the Companies Act 2013. The detailed termsof reference of the Committee is as per Section 178 of the Companies Act, 2013.
During the year under review; Nomination and Remuneration Committee met 6 (Six) times viz on 18th April,2023; 7th July, 2023; 26thAugust, 2023; 6th October, 2023; 6th November, 2023 and 30th March, 2024.The composition of the Committee and the details ofmeetings attended by its members are given below:
6
Mr. Bhavya
Himanshu Doshi
Independent Director
Nomination and Remuneration Policy in the Company is designed to create a high-performance culture. It enables the Company toattract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistentwith the goals of the Company. The Company pays remuneration by way of salary, benefits, perquisites and allowances to its ExecutiveDirectors and Key Managerial Personnel.
The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company atwww.novateor.com and is annexed to this Report as Annexure - A.
The details of remuneration paid during the Financial Year 2023-24 to Directors of the Company is provided in Financial Statement.PUBLIC DEPOSIT:
The company has not accepted any deposits from the public. Hence the directives issued by the Reserve Bank of India & the Provisionof Section 73 to 76 of the Company Act 2013 or any other relevant provisions of the Act and the Rules there under are not applicable.
Details of Loans, Guarantees, Investments and Security covered under the provisions of Section 186 of the Companies Act, 2013 aregiven in the notes to the Financial Statement.
Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management andAdministration) Rules, 2014, the Annual Return (Form MGT-7) for the financial year ended March 31, 2024, is available on theCompany's website and can be accessed at https://www.novateor.com/annual_report.php
Your Company does not have any subsidiary company during the year; hence consolidation of financial data of the subsidiary companyis also not applicable to the Company for the financial year 2023-24.
During the year under review, the Company does not have any Associate or Joint Venture.
During the financial year 2023-24, there was no materially significant related party transaction undertaken by the Company underSection 188 of the Companies Act, 2013 read with rules framed there under and Regulation 23 of SEBI (LODR) Regulations, 2015 thatmay have potential conflict with the interest of the Company. Disclosure on related party transactions is set out in financialstatements. These transactions are at Arm's length and in routine course of business.
The ratio of the remuneration of each director to the median of employees' remuneration as per Section 197(12) of the CompaniesAct, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed tothis Report as Annexure - B.
The statement containing names of top 10 employees in terms of remuneration drawn and the particulars of employees as requiredunder Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are beingsent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection atthe Registered Office of the Company.
There are no material changes and commitments affecting the financial position of the Company have occurred between the ends ofFinancial Year of the Company i.e. 31st March, 2024 to the date of this Report other than as stated above.
There are no significant and material orders passed by the regulators or courts or tribunals which impact the going concern status andthe Company's operations in future.
To foster a positive workplace environment free from harassment of any nature we have framed Prevention of Sexual HarassmentPolicy through which we address complaints of sexual harassment at all workplaces of the Company. Our policy assures discretion andguarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and weare compliant with the law of the land where we operate.
During the year under review there were no incidences of sexual harassment reported.
The information on conservation of energy technology absorption and foreign exchange earnings and outgo stipulated under Section134(3)(m) of the Act read with Rule 8 of The Companies (Accounts) Rules 2014 as amended from time to time is annexed to this Reportas Annexure -C.
The Company is in compliance with the Secretarial Standard on Meetings of the Board of Directors (SS-1) and General Meeting (SS-2)issued by the Institute of Company Secretaries of India and approved by the Central Government.
A well-defined risk management mechanism covering the risk mapping and trend analysis risk exposure potential impact and riskmitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actionsto mitigate it. The mechanism works on the principles of probability of occurrence and impact if triggered. A detailed exercise is beingcarried out to identify evaluate monitor and manage both business and non-business risks.
The Company has adequate and efficient internal and external control system, which provides protection to all its assets against lossfrom unauthorized use and ensures correct reporting of transactions. The internal control systems are further supplemented by internalaudits carried out by the respective Internal Auditors of the Company and Periodical review by the management. The Company hasput in place proper controls, which are reviewed at regular intervals to ensure that transactions are properly authorised, correctlyreported and assets are safeguarded.
Integrity and transparency are key factors to our corporate governance practices to ensure that we achieve and will retain the trustof our stakeholders at all times. Corporate governance is about maximizing shareholder value legally, ethically and sustainably. OurBoard exercises its fiduciary responsibilities in the widest sense of the term. We also endeavor to enhance long-term shareholder valueand respect minority rights in all our business decisions.
As our company has been listed on SME Platform of Bombay Stock Exchange Limited (BSE), by virtue of Regulation 15 of the SEBI(Listing Obligation and Disclosure Requirements) Regulations, 2015 the compliance with the corporate Governance provisions asspecified in regulation 17 to 27 and Clause (b) to (i) of sub regulation (2) of Regulation 46 and Para C D and E of Schedule V are notapplicable to the company. Hence Corporate Governance Report does not form a part of this Board Report, though we are committedfor the best corporate governance practices.
The provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014are not applicable to your Company.
In terms of Regulation 8 of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted Code of Conductprohibiting, regulating and monitoring the dealings in the securities of the Company by Directors, Designated Employees and ConnectedPersons while in possession of unpublished price sensitive information in relation to the securities of the Company. The code of conductis available at the Company's website at www.alfaica.com under investor segment.
The Company in its Board Meeting held on 30th March, 2024 appointed M/S H K Shah and Co (Firm Registration No. 109583W), CharteredAccountants, Ahmedabad as Statutory Auditor of the company, to fill the causal vacancy of resignation of M/S V J Maru and Associates(Firm Registration No. 0134788W), Chartered Accountants. The appointed Statutory Auditor has hold office from the board meetingheld on 30th March, 2024 to the Extra Ordinary General Meeting held on July 20, 2024 subject to Re-appointment from the conclusionof 13th(Thirtieth) Annual General Meeting of the Company, till the conclusion of the 18th (Eighteenth) Annual General Meeting of thecompany. However, his terms of appointment and remuneration shall be ratified by the members of the Company in this AGM.
The Notes to the Standalone Financial Statements referred in the Auditors Report are self-explanatory and therefore do not call forany comments under Section 134 of the Companies Act 2013.
The Auditors' Report does not contain any qualification reservation or adverse remark. The Auditors' Report is enclosed with thefinancial statements in this Annual Report.
In terms of Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 a review of theperformance of the Company for the year under review Management Discussion and Analysis Report is presented in a separate sectionwhich is annexed to this Report as Annexure - D.
The Company has appointed M/s. N. C. Vasa & Co.(FRN: 125841W), Chartered Accountants, Ahmedabad, to conduct the internal auditof the Company for the Financial Year 2022-23, as required under Section 138 of the Companies Act, 2013 and Rules thereunder. Boardof Directors taken note of recommendation of him and implement the same.
The Company has appointed Mr. Mehul Raval, Practicing Company Secretaries, to conduct the secretarial audit of the Company forthe Financial Year 2023-24, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial AuditReport for the Financial Year 2023-24 is annexed to this report as an Annexure - E.
The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.
As per Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 the Company has maintained afunctional website namely “www.novateor.com” containing basic information about the Company. The website of the Company iscontaining information like Policies, Shareholding Pattern, Financial and information of the designated officials of the Company whoare responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company etc.
During the year under review, there were no application made or proceeding in the name of the company under the Insolvency andBankruptcy Code 2016.
During the year under review, there were no one time settlement of loan taken banks and financial Institutions.
Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act andRule 8 of The Companies (Accounts) Rules 2014 and other applicable provisions of the act and listing regulations to the extent thetransactions took place on those items during the year. Your Directors further state that no disclosure or reporting is required inrespect of the following items as there were no transactions on these items during the year under review:
(i) Details relating to deposits covered under Chapter V of the Act;
(ii) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;
(iii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS;
(iv) Annual Report and other compliances on Corporate Social Responsibility;
(v) There is no revision in the Board Report or Financial Statement;
(vi) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status andCompany's operations in future.
Your Directors acknowledge the dedicated service of the employees of the Company during the year. They would also like to place onrecord their appreciation for the continued co-operation and support received by the Company during the year from bankers, businesspartners and other stakeholders.