To, The Members
Abhijit Trading Co. Limited
The Directors have pleasure in presenting before you the 42nd Annual Report
on the business and operations of the Company along with the Audited Financial Statement
for the financial year ended 31st March, 2024.
FINANCIAL SUMMARY HIGHLIGHTS:
|
(Rs.in Lakhs) |
(Rs. in Lakhs) |
| Particulars |
31st March, 2024 |
31st March, 2023 |
| Total Income |
81.478 |
49.406 |
| Total Expenses |
77.683 |
28.401 |
| Profit/(Loss ) before Tax |
3.795 |
21.005 |
| Tax Expense: |
|
|
| ? Current Tax |
0.944 |
5.718 |
| ? Deferred Tax |
0.053 |
(0.008) |
| Net Profit After Tax |
2.888 |
15.294 |
1. STATE OF COMPANY AFFIARS:
During the financial year 2023-24, the Company has earned a total income of 81.478
Lakhs against a total income of 49.406 Lakhs in the previous year. The Company has earned
a Net Profit of 2.888 Lakhs against a Net Profit of 15.294 Lakhs in the previous year. The
Directors are optimistic about future performance of the Company.
2. WEB ADDRESS OF ANNUAL RETURN
The Annual Return of the Company for the Financial Year 2023-24 referred in sub-section
(3) of Section 92 has been placed at the web address of the company which is as mentioned
below: http://www.abhijittrading.in/resource/Shareholding-Information/Annual_Return.aspx
3. CHANGE IN NATURE OF BUSINESS:
There was no change in the nature of business of company.
4. DIVIDEND
No Dividend was declared during the year.
5. TRANSFER TO RESERVES:
The Company did not transfer any amount to the General Reserves.
6. SHARE CAPITAL:
During the year ended 31st March, 2024, Authorized Share Capital of the
Company is 10,50,00,000/-. The Paid-up Equity Share Capital as on 31st March,
2024 was 1,46,61,950/-. There has been no change in the Paid-up Equity Share Capital of
the company during the year.
7. DEPOSITS:
During the year, the Company has not invited/accepted any deposits under Companies Act,
2013.
8. SUBSIDARIES, ASSOCIATED AND JOINT VENTURE COMPANIES:
There are no subsidiaries, associated and joint venture companies of the Company.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During the Financial Year 2023-24, Ms. Rajni Tanwar who was appointed as the director
of the Company had resigned on 10th May, 2023 and on the same date, Mr.
Bhupendra Kaushik was appointed as a Non-Executive Additional Independent Director of the
company, subject to regularization of his appointment at the ensuing General Meeting of
the company.
On 1st August, 2023, Mrs. Babita Jain (DIN: 00560562) was appointed as an
Additional Director of the company, subject to regularization by the shareholders in the
ensuing Annual General Meeting.
During the year under review, no Non-Executive Directors (NEDs) of the Company had any
pecuniary relationship or transactions with the Company
As required under Regulation 34(3) read with Schedule V Para C (10)(i) of LODR,
Certificate from the
Ms. Parul Agarwal, Practicing Company Secretary that none of the Company's Directors
have been debarred or disqualified from being appointed or continuing as directors of
Companies, is enclosed as an Annexure with Secretarial Auditor Report (MR- 3) to the
Annual Report.
| Name |
Designation |
Category |
Occupation |
Nationality |
| 1 Virendra Jain |
Managing Director |
Promoter |
Executive Director |
Indian |
| 2 Luv Sharma |
Director |
Independent |
Non-Executive & Independent Director |
Indian |
| 3 Promila Sharma |
Women Director |
Independent |
Non-Executive & Independent Director |
Indian |
| 4 Bhupendra Kaushik (Appointed on 10/May/2023) |
Director |
Independent |
Non-Executive & Independent Director |
Indian |
| 5 Babita Jain (Appointed on 1/August/2023) |
Director |
Promoter |
Non-Executive & Non- Independent Director |
Indian |
10. DIRECTOR RETIRE BY ROTATION:
Mr. Virendra Jain (DIN: 00530078), Managing Director of the Company, is liable to
retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself
for re-appointment. The Board of Directors recommends his re-appointment.
11. INDEPENDENT DIRECTORS:
The Independent Directors hold office for a fixed term of five years subject to
reappointment and are not liable to retire by rotation. The Independent Directors have
submitted their disclosure to the Board that they fulfill all the requirements as to
qualify for their appointment as an Independent Director under the provisions of the
Companies Act, 2013 as well as SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
The policy for Familiarization of Independent Director is also placed on Website of the
company i.e. www.abhijittrading.in respectively.
During the Year, One meeting of Independent Directors was held on October 17, 2023.
12. DECLARATIONS FROM INDEPENDENT DIRECTORS:
In terms of Section 149 of the Act, Mrs. Promila Sharma, Mr. Luv Sharma and Mr.
Bhupendra Kaushik are the Independent Directors of the Company as on March 31, 2024 and
also as on date. The Company has received declarations from the Independent Directors to
the effect that (a) they fulfill the criteria for independence as laid down under Section
149(6) of the Companies Act, 2013 and the rules framed thereunder, read with Regulation
16(1)(b) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 as amended upto date ("Listing Regulations")
(b) that they have got themselves registered in the data bank for Independent Directors
being maintained by the Indian Institute of Corporate Affairs (IICA), of the Ministry of
Corporate Affairs, Government of India and their names are included in the data bank
maintained by IICA (c) they are not aware of any circumstance or situation, existing or
anticipated, which may impact or impair their ability to discharge duties (d) that they
have complied with the Code for Independent Director prescribed in Schedule IV to the
Companies Act, 2013 which forms a part of the Company's Code of Conduct for Directors and
Senior
Management Personnel, to which as well, they affirm their compliance.
As required under Regulation 25(7) of SEBI (LODR) Regulations, the Company has
programmers for Familiarization for the Independent Directors about the nature of the
Industry, Business model, roles, rights and responsibilities of Independent Directors and
other relevant information. The details of the Familiarization Program for Independent
Directors is available on the website of the Company.
COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:
The Company's Policy for the appointment of Directors and Key and Senior Managerial
Personnel and their Remuneration policy can be accessed on the Company's website at the
web-link http://www.abhijittrading.in/resource/Shareholding-Information/POLICY.aspx
In seeking to select individuals for induction as directors on the Board of Directors
of the Company, the criteria such as qualifications, positive attributes, independence as
set out in the aforementioned policy, are strictly adhered to. Additionally, the
knowledge, experience and expertise of the incumbent and their relevance to the Company,
are other aspects covered by the policy, which are considered.
Remuneration packages for directors, key and senior management personnel, are drawn up
in consonance with the tenets as laid down in the Remuneration Policy. Depending upon the
nature, quantum, importance and intricacies of the responsibilities and functions being
discharged as also the standards prevailing in the industry the concerned individuals get
the best possible remuneration packages permissible under the applicable laws, so that the
Company gets to retain the best of quality and talent.
13. BOARD EVALUATION:
In compliance with the requirements of the Companies Act, 2013 and the SEBI (LODR)
Regulations, 2015, the Board of Directors has carried out an annual evaluation of its own
performance, board committees and individual directors.
Pursuant to Schedule II, Part D of LODR, the Nomination and Remuneration Committee has
laid down evaluation criteria for performance evaluation of Independent Directors, which
is based on attendance, expertise and contribution brought in by the Independent Director
at the Board and Committee Meetings, which shall be taken into account at the time of
reappointment of Independent Director.
The performance of the Independent Directors was reviewed and evaluated by the entire
Board and in such exercise, the director concerned whose performance was being evaluated,
did not participate.
Pursuant to Section 134(3)(p) of the Companies Act, 2013, and Regulation 25(4) of LODR,
Independent Directors have evaluated the quality, quantity and timeliness of the flow of
information between the Management and the Board, Performance of the Board as a whole and
its Members and other required matters.
The performance of the committees was evaluated by the Board after seeking inputs from
the committee members based on criteria such as the composition of committees,
effectiveness of committee meetings, etc.
The performance of Non Executive Directors, the Board as a whole and the Chairman of
the Company was evaluated by Independent Directors, after taking into account the views of
the Executive Director and NEDs.
The Board and the Nomination and Remuneration Committee reviewed the performance of
individual directors based on criteria such as the contribution of the individual director
to the Board and committee meetings like preparedness on the issues to be discussed,
meaningful and constructive contribution and inputs in meetings, etc.
The above criteria are broadly based on the Guidance Note on Board Evaluation issued by
the Securities and Exchange Board of India on January 5, 2017.
14. KEY MANAGERIAL PERSONNEL:
The following persons have been designated as Key Managerial Personnel of the Company
pursuant to Section 203 of Companies Act, 2013 read with the Rules framed there under:
| A. Mr. Virendra Jain, Managing Director |
(APPOINTED W.E.F 09/07/2011) |
|
| B. Ms. |
Arpita Agarwal, Company Secretary |
(APPOINTED W.E.F 01/08/2023) |
| C. Mr. |
Dharmendra Gupta, CFO |
(APPOINTED W.E.F 17/07/2023) |
15. DIRECTORS' RESPONSIBILITY STATEMENT:
In accordance with the provision of section 134(5) of the Companies Act, 2013 the Board
confirms and submits the Director's Responsibility Statement:
? In the preparation of the Annual Accounts, the applicable Accounting Standards have
been followed along with proper explanation relating to material departures; ? The
Directors have selected such accounting policies and applied them consistently and made
judgments and estimates that were 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 financial year and of the
profit of the Company for the year under review; ? The Directors have taken proper &
sufficient care of 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
prevention & detecting fraud & other irregularities; ? The Directors have prepared
the accounts for the year ended March 31, 2024 on a going concern basis. ? The directors
had laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and were operating effectively. ? The directors
had devised proper system to ensure compliance with the provision of all applicable laws
and that such systems were adequate and operating effectively.
16. MEETINGS:
a. BOARD MEETINGS
The Board of Directors duly met (9) times during the Financial Year ended
31/03/2024.The dates on which meetings was /held are 10/05/2023, 17/07/2023,
01/08/2023, 29/08/2023, 13/10/2023, 08/11/2023, 01/02/2024, and 06/03/2024.
The periodicity between two Board Meetings was within the maximum time gap as
prescribed in the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015/
Companies Act, 2013.
The Composition of the Board of Directors, their attendance at Board Meetings and last
Annual General Meeting is as under:
| Name of Director |
Designation |
Category |
Number of Board Meetings |
Attendance of Last |
|
|
|
Directors entitled to attend |
Directors attended |
AGM |
| Mr. Virendra Jain |
Managing Director |
Executive & Promoter |
9 |
9 |
Yes |
| Ms. Rajni Tanwar |
Woman Director |
Non-Executive, & Independent Director |
1 |
1 |
NA |
| Mr. Bhupendra Kaushik |
Director |
Non-Executive, & Independent Director |
8 |
8 |
Yes |
| Mrs. Babita Jain |
Director |
Non-Executive, & Non-Independent Director |
6 |
6 |
Yes |
| Mr. Luv Sharma |
Director |
Non-Executive & Independent Director |
9 |
9 |
Yes |
| Mrs. Promila Sharma |
Woman Director |
Non-Executive & Independent Director |
9 |
9 |
Yes |
b. COMMITTEE MEETINGS:
(i) AUDIT COMMITTEE
The Audit Committee comprises Three Members during the year and the (04) Audit
Committee meetings were convened and held.
Meetings of the Committee:
The Committee met 04 times dated on10/05/2023, 01/08/2023, 08/11/2023, and
01/02/2024, during the financial year ended on March 31, 2024.
The Composition of audit committee and their attendance at the meeting are as under: -
| Name of Members |
Category/Designation |
No. of Meetings Members entitled to attend |
Members attended |
| Mr. Bhupendra Kaushik |
Member |
04 |
04 |
| Mr. Luv Sharma |
Chairperson |
04 |
04 |
| Mr. Promila Sharma |
Member |
04 |
04 |
(ii) NOMINATION &REMUNERATION COMMITTEE
The Nomination & Remuneration Committee comprises three members, all are
Non-Executive Directors. During the year One Meeting of Nomination & Remuneration
Committee Meetings was held.
Meetings of the Committee:
The Committee met 1 time during the Financial Year- 2023-24 dated on 17/07/2023.The
Composition of Nomination & Remuneration Committee and their attendance are mentioned
asunder: -
| Name of Members |
Category/ Designation |
No. of Meetings Members entitled to attend |
Members attended |
| Mr. Luv Sharma |
Chairperson |
1 |
1 |
| Mr. Bhupendra Kaushik |
Member |
1 |
1 |
| Mr. Promila Sharma |
Member |
1 |
1 |
The amended/ updated policy of nomination policy is also placed on website of the
company i.e. www.abhijittrading.in respectively.
(iii) STAKEHOLDERS' RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee comprises three members. During the year, One
(01) Stakeholders Relationship Committee Meetings was convened and held.
Meetings of the Committee:
The Committee met 1 time on 24/08/2023, during the F.Y.-2023-24.The Composition
Stakeholders' Relationship committee and their attendance at the meeting are as under:-
| Name of Members |
Category / Designation |
No. of Meetings Members entitled to attend |
Members attended |
| Mr. Luv Sharma |
Chairperson |
01 |
01 |
| Mr. Bhupendra Kaushik |
Member |
01 |
01 |
| Mr. Promila Sharma |
Member |
01 |
01 |
(iv) RISK MANAGEMENT COMMITTEE:
The Risk Management Committee comprises three members. During the year two (2) Risk
Management Committee Meetings were convened and held.
Meetings of the Committee:
The Committee met 2 times on 18/07/2023, and 11/09/2023 during the
F.Y.-2023-24. The Composition Risk Management committee and their attendance at the
meeting are as under:-
| Name of Members |
Category/Designation |
No. of Meetings Members entitled to attend |
Members attended |
| Mr. Luv Sharma |
Chairperson |
2 |
2 |
| Mr. Bhupendra Kaushik |
Member |
2 |
2 |
| Mr. Promila Sharma |
Member |
2 |
2 |
17. SHAREHOLDERS MEETING:
There is only Two Share Holders Meeting i.e. one is AGM (Annual General Meeting) has
been held on 21st
Day of September, 2023 through Video Conferencing ("VC") / Other Audio-Visual
Means ("OAVM") and another is EGM (Extra Ordinary General meeting) has been held
on 09-11-2023 through Video
Conferencing ("VC") / Other Audio-Visual Means ("OAVM").
18. PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS:
During the Financial Year, No Loan, Guarantees and Investments made by the company
under section 186 of the Company Act, 2013. Details of Loans, Guarantees and investments,
outstanding as on 31st March, 2024 are given in the notes to the financial
statements.
19. INTERNAL FINANCIAL CONTROL SYSTEM:
Internal financial controls of the Company are commensurate with the nature and size of
business operations. Your Directors are of the view that there are adequate policies and
procedures in place in the Company so as to ensure:
(1) The maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2) Provide
reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting principles, and that
receipts and expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and (3) Provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company's assets that could have a material effect on the financial
statements.
20. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The statement containing the top ten employees and the employees drawing remuneration
in excess of limit prescribed under Section 197(12) of the Companies Act, 2013 (Act) read
with Rule 5(2) & (3) of The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, forms part of the report. However, In terms of the proviso to
Section 136(1) of the Act, the Report and Accounts are being sent to the
Members and others entitled thereto, excluding the said information on employees'
particulars. The said statement is also available for inspection at the Registered Office
of the Company during business hours on working days of the Company up to the date of the
ensuing Annual General Meeting. Any Member interested in obtaining a copy of the same may
write to the Company Secretary.
21. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM:
Pursuant to Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of
SEBI (LODR) Regulations, 2015, Company has established a vigil mechanism and has a whistle
blower policy. The policy provides the mechanism for the receipt, retention and treatment
of complaints and to protect the confidentiality and anonymity of the stakeholders. The
Vigil Mechanism provides a mechanism for employees of the Company to approach the Chairman
of the Audit Committee for Redressal. No person has been denied access to the Chairman of
the Audit Committee.
The amended/updated Whistle Blower Policy is available on the website of the Company
i.e., www.abhijittrading.in.
22. GENERAL:
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions pertaining to or developments/happenings in
respect of such matters, during the year under review:
a) Issue of equity shares with differential rights as to dividend, voting or otherwise.
b) Issue of shares (including sweat equity shares) to employees of the Company under any
scheme including the stock option schemes in force in the Company. c) Passing of Material
orders by the Regulators or Courts or Tribunals which impact the going concern status and
Company's operations in future. d) Corporate insolvency resolution process initiated or
pending of any insolvency proceedings under the insolvency and bankruptcy code, 2016
(IBC).
23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The particulars of contracts or arrangements with Related Parties for the Financial
Year 2023-24 is annexed herewith to the Financial Statements in Form No AOC -2.
24. CORPORATE GOVERNANCE:
As per Regulation 15(2) of SEBI (Listing Obligation and Disclosures requirements)
Regulation, 2015, Report on Corporate Governance is not applicable to the Company
as the Company is within the prescribed limit that the Paid-up Share Capital of the
Company is INR 1,46,61,950/- (One Crore Forty-Six Lakh Sixty-One Thousand and Nine
Hundred Fifty Only) and Net worth is INR 9,38,97,044.05/- (Rupees Nine Crore Thirty
Eight Lakhs Ninety Seven Thousand Forty Four only) as on 31st March, 2024.
25. MANAGEMENT DISCUSSION ANALYSIS REPORT:
The Management Discussion and Analysis Report is applicable to the company as per the
Regulation 34 under SEBI (Listing Obligation and Disclosures requirements) Regulation,
2015and annexed herewith marked as Annexure-I.
26. AUDITORS
(a) STATUTORY AUDITORS:
M/S Tiwari & Mishra, Chartered Accountants have in compliance with the
provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit And
Auditors) Rules, 2014, were appointed in the 41st Annual General Meeting of the company
held on 30th September, 2022, as the Statutory Auditors of the Company to hold office as
such for a term of five years, from the financial year 2022-23 to 2026-27.
M/s. TIWARI & MISHRA (Firm Registration Number 018393N) and M/s. GSA &
ASSOCIATES LLP (000257N/N500339) and M/s. DEEPA ANKIT JAIN & ASSOCIATES (023987N) and
M/s. BHATTA CHARJEES & CO (327892E) Chartered Accountants Firms have merged to single
entity leading to reconstitution of their firms with change in their firm name as M/s. GSA
& ASSOCIATES LLP (000257N/N500339) with effect from 23rd November 2023 and there is no
change in the auditor of the company.
The Notes on financial statement referred to in the Auditors' Report are self
explanatory and do not call for any further comments.
The Auditors' Report does not contain any qualification, reservation or adverse remark.
No frauds has been reported by the Statutory Auditor, details of which are required to
be disclosed u/s 143(12) of the Act.
However, A Certificate from the Auditors has been received from the Statutory to the
effect that their appointment, if made, would be within the limits prescribed under
section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified to be
appointed as statutory auditors in terms of the provisions of the proviso to section
139(1), section 141(2) and section 141(3) of the companies Act, 2013, and the provisions
of Companies (Audit and Auditors) Rules, 2014.
? Statutory Auditor's Report
The Auditor has given an audit report on the financial statements for the Financial
Year 2023-24and annexed herewith marked as Annexure-II.
? Statutory Auditor's Observations
The observations made by Auditors with reference to notes to account are
Self-explanatory and need no comments. The Board of Directors considered the matter and
seeking to resolve the matter, if any.
(b) SECRETARIAL AUDITORS:
The Company has appointed ACS Parul Agrawal (Practicing Company Secretaries) w.e.f 10th
May 2023 as Secretarial Auditor to conduct the Secretarial Audit for the year 2023-24.
? Secretarial Auditor ‘s Report
The Secretarial Audit Report is annexed herewith as Annexure-III to this report
in Form No.MR-3. ? Secretarial Auditor ‘s Observations
The observations made by Auditors with reference to notes to account are mentioned in
the MR-3 in Annexure-III. The Board of Directors considered the matter and seeking
to resolve the matter.
(c) INTERNAL AUDITOR
The Company has appointed Mr. Deepak Kumar Bhojak as an Internal Auditor w.e.f 10th
May 2023 of the Company for the financial year 2023-24.
? Internal Auditor's Report
Mr. Deepak Kumar Bhojak placed the internal audit report to the Company.
? Internal Auditor's Observations
Internal Audit Report is Self-explanatory and need no comments.
27. MAINTENANCE OF COST RECORDS
Maintenance of Cost Audit Records as specified by the Central Government under
sub-section (1) of Section 148 of the Companies Act, 2013 is not applicable to the Company
and accordingly such accounts and records are not required to be made and maintained. Also
Cost Audit is not applicable to the Company.
28. ENHANCING SHAREHOLDER VALUE:
Your Company firmly believes that its success in the market place and a good reputation
is among the primary determination of value to the shareholders. For this purpose, the
Management has listed its shares on Bombay Stock Limited (BSE) having nationwide trading
platform.
29. PARTICULARS OF EMPLOYEES
Disclosure under Section 197(12) and Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules 2014.
1. Ratio of remuneration of each director to the median remuneration of the employees
of the company for the financial year ended 31st March, 2024.
| Name of Directors |
Remuneration P.A. |
Ratio to Median Remuneration of Employees |
| 1. Virendra Jain |
NIL |
NIL |
| 2. Luv Sharma |
27,833 |
- |
| 3. Promila Sharma |
22,833 |
- |
2. The percentage increase in remuneration of each director CFO, CEO, Company Secretary
or Manager, if any, in the financial year 2023-24 : NIL
3. Percentage increase in median remuneration of employees in the financial year: NIL
4. The number of permanent employees on the payroll of the company as on 31stMarch,
2024 is 3.
5. Affirmation that the remuneration is as per the remuneration policy of the company:
Pursuant to Rule 5(1)(Xii) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, it is affirmed that the remuneration paid to the Directors, Key
Managerial Personnel and senior management is as per the Remuneration Policy of your
Company.
30. DEMATERIALISATION OF SHARES:
The Company has connectivity with NSDL & CDSL for dematerialization of its equity
shares. The ISIN No.INE994N01019 has been allotted for the Company. Therefore, the matter
and/or investors may keep their shareholding in the electronic mode with their Depository
Participates. 97.083% of the Company's Paid-up Share Capital is in dematerialized form as
on 31stMarch, 2024 and balance 2.917% is in physical form.
31. LISTING OF SHARES
The Company has listed 1466195 Equity Shares of INR 10/- each on Bombay Stock Exchange
(BSE).
32. HEALTH, SAFETY AND ENVIRONMENT PROTECTION
The Company has complied with all the applicable environmental law and labor laws. The
Company has been complying with the relevant laws and has been taking all necessary
measures to protect the environment and maximize worker protection and safety.
33. HUMAN RESOURCES
People remain the most valuable asset of your Company. Your Company follows a policy of
building strong teams of talented professionals. Your Company continues to build on its
capabilities in getting the right talent to support different products and geographies and
is taking effective steps to retain the talent. It has built an open, transparent and
meritocratic culture to nurture this asset.
34. DISCLOSURE OF FRAUDS IN THE BOARD'S REPORT UNDER SECTION 143 OF THE
COMPANIES ACT, 2013
During the year under review, your directors do not observe any transactions which
could result in a fraud. Your Directors hereby declares that the Company has not been
encountered with any fraud or fraudulent activity during the Financial Year 2023-24.
35. COMPLIANCE:
The Company has complied and continues to comply with all the applicable regulations,
circulars and guidelines issued by the Ministry of Corporate Affairs (MCA), Stock
Exchange(s), Securities and Exchange Board of India (SEBI) etc.
The Company has complied with all applicable provisions of the Companies Act, 2013,
Listing Agreement executed with the Stock Exchange(s), SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and other applicable rules/ regulations/
guidelines issued from time to time.
36. SECRETARIAL STANDARDS OF ICSI:
Pursuant to the approval by the Central Government to the Secretarial Standards
specified by the Institute of Company Secretaries of India on April 10, 2015, the
Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings
(SS-2) came into effect from July 01, 2015. Thereafter, Secretarial Standards were revised
with effect from October 01, 2017. The Company is in compliance with the Secretarial
Standards.
37. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL)
ACT, 2013:
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements
of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition
&Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress
complaints received regarding sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy.
The following is a summary of sexual harassment complaints received and disposed-off
during the year 2023-24:-
| ? No of complaints received |
NIL |
| ? No of complaints disposed off |
NIL |
The policy is available on the website of the company i.e. www.abhijittrading.in.
38. DEVELOPMENT & IMPLEMENTATION OF RISK MANAGEMENT POLICY:
In compliance with Regulation 21(2) of the SEBI (Listing Obligations And Disclosure
Requirements) Regulations, 2015 as amended upto date, pursuant to the recent amendment in
such regulations notified by SEBI on May 5, 2021, a Risk Management Committee was
constituted by the Board of Directors Voluntarily comprising of Mr. Luv Sharma,
Independent Director as the Chairman of Committee, Mr. Bhupendra Kaushik and Mrs. Promila
Sharma as Members on March 31, 2024, both are Independent Directors, to oversee
implementation of the Risk Management Policy in force in the Company, and monitor and
evaluate risks, basis appropriate methodology, processes and systems.
The Risk Management Policy is in force and, has been drawn up based on a detailed
assessment of the operational risks, risks associated with related business in India, in
general and the business of the Company in particular. The Risk management Policy also
covers the risks related to the Company assets
and property, the risks which the employees of the Company may get exposed to, the
risks arising out of non-compliance if any, with the provisions of and requirements laid
down under the applicable authorities.
39. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL
RESPONSIBILITY INITIATIVES:
The Company has not developed and implemented any Corporate Social Responsibility
initiatives as the said provisions are not applicable in the Company.
40. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE FINANCIAL YEAR OF THE
COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
Except as disclosed elsewhere in the Report, there have been no material changes and
commitments made between the end of the financial year of the company and the date of this
report.
41. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND
TRIBUNALS:
No significant and material order has been passed by the regulators, courts, tribunals
impacting the going Concern status and Company's operations in future.
42. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS
&OUTGO:
The information pertaining to conservation of energy, technology absorption, Foreign
exchange Earnings and outgo as required under Section 134(3) of the Companies Act, 2013
read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished: -
a. Conservation of energy:
Steps taken / impact on conservation of energy, with special reference to the
following:
Steps taken by the company for utilizing alternate sources of energy including waste
generated: NA
b. Technology absorption:
Efforts, in brief, made towards technology absorption. Benefits derived as a result of
the above efforts, e.g., product improvement, cost reduction, product development, import
substitution, etc. The Company has not taken any technical knowhow from anyone and hence
not applicable.
In case of imported technology (imported during the last 3 years reckoned from the
beginning of the financial year), following information may be furnished:
The Company has not imported any technology and hence not applicable.
Expenditure incurred on Research and Development:
The Company has not incurred any expenditure on research and development. c. Foreign
Exchange Earnings/ Outgo:
| Foreign Exchange Earnings and Outgoings |
31st March, 2024 |
31st March, 2023 |
| Earnings in Foreign Currency(FOB Value of exports) |
NIL |
NIL |
| Expenditure in Foreign Currency |
NIL |
NIL |
43. DETAILS OF APPLICATION MADE FOR OR PROCEEDING PENDING UNDER INSOLVENCY AND
BANKRUPTCY CODE, 2016.
During the year under review, there were no Application made or proceeding in the name
of the Company under the Insolvency and Bankruptcy Code, 2016.
44. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION
WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:
During the year under review, there has been no one time settlement of loans taken from
Banks and Financial Institutions.
45. CODE OF CONUCT ON SEBI(PIT):
The Company has laid down a code of conduct for all Board members and senior management
personnel.
The Code of Conduct is available at company's website http://www.abhijittrading.in/
46. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION
WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:
During the year under review, there has been no one time settlement of loans taken from
Banks and Financial Institutions.
47. GREEN INITIATIVES
This year too, Annual Report and the notice of the 42nd Annual General
meeting of the Company are being sent to all members electronically, at their registered
e-mail ids as made available to the Company or its Registrar and Transfer Agent, Big share
Services Private Limited.
The e-voting facility is being provided to the members to enable them to cast their
votes electronically on all resolutions sent forth in the notice, pursuant to Section 108
of the Companies Act, 2013 read with Rule 20 of the Companies (Management and
Administration) Rules, 2014. The instructions for e-voting are provided in the notice.
Furthermore, in compliance with the conditions and the related procedure laid down in
the MCA Circulars, the meeting and the voting thereat shall take place in the manner so
laid down.
ACKNOWLEDGEMENT:
The Directors are thankful to the Bankers, Customers, Dealers, and Vendors for their
valuable support and assistance. The Directors wish to place on record their appreciation
of the commendable work done, dedication and sincerity by all the employees of the Company
at all levels during the year under review. The Company will make every effort to meet the
aspirations of its shareholders and wish to sincerely thank them for their whole hearted
co-operation and support at all times.
By order of Board of Directors of ABHIJIT TRADING CO.LTD.
| Place: |
New Delhi |
Virendra Jain |
Babita Jain |
| Date: 20/06/2024 |
Managing Director |
Director |
|
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DIN: 00530078 |
DIN: 00560562 |
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