To,
The Members'
IND-AGIV COMMERCE LIMITED
Your directors are pleased to present the 39th (Thirty Nineth) Directors' Report on the business and operations of the
Company together with the Audited Statement of Accounts for the financial year ended as on
31st March, 2025.
1. STATE OF AFFAIRS OF THE COMPANY: a)
FINANCIAL RESULTS
|
Standalone |
Consolidated |
| Particulars |
Current Year endedPrevious Year
31.03.2025 |
Previous Year ended 31.03.2024 |
Current Year endedPrevious Year
31.03.2025 |
Previous Year ended 31.03.2024 |
|
|
(Rs. in Lakhs) |
|
(Rs. in Lakhs) |
| Revenue from Operations & other Income |
353 |
838 |
390 |
911 |
| Profit Before Tax from continuing Operations Before
exceptional items |
(160) |
(312) |
(166) |
(316) |
| Exceptional Items |
24 |
0.00 |
24 |
0.00 |
| Profit before Taxation |
(184) |
(312) |
(190) |
(316) |
| Less: Prov. for Taxation |
|
|
|
|
| - Current |
- |
- |
- |
- |
| - Deferred |
0.00 |
0.00 |
0.00 |
0.00 |
| - Short (Excess) |
0.00 |
0.00 |
0.00 |
0.00 |
| Provision of earlier years |
|
|
|
|
| Profit /Loss after Taxation |
(184) |
(312) |
(190) |
(316) |
| Earning per equity shares (face value INR 10/- per share) |
|
|
|
|
| (1) Basic |
(18.4) |
(31.2) |
(19) |
(31.60) |
| (2) Diluted |
(18.4) |
(31.2) |
(19) |
(31.60) |
2. PERFORMANCE REVIEW: a. Standalone
The Company has achieved Turnover of Rs. 353.00 Lakhs during the year under
consideration as compared to previous year Turnover of Rs. 838 Lakhs which represents
decreased in revenue as compared to last year. Also Company has incurred loss of Rs. 184
Lakhs as compared to last year 's
profit of Rs. 312 Lakhs.
b. Consolidated
The Company has achieved Turnover of Rs. 390 Lakhs during the year under consideration
as compared to previous year Turnover of Rs. 911 Lakhs, which represents increase in
revenue as compared to last year. Also, Company has incurred loss of Rs. 190 Lakhs as
compared to last year 's loss of
Rs. 316 Lakhs
3. MATERIAL CHANGES AND COMMITMENTS:
No material changes and commitments affecting the financial position of the Company
occurred between and at the end of the financial year to which this financial statement
relates and the date of this report.
4. TRANSFER TO RESERVES
It is not proposed to transfer any amount to reserves out of the profits earned during
FY 2024-25.
5. DIVIDEND
The Board of Directors of the Company has decided not to recommend any Dividend for the
financial year 2024-25 due to losses incurred by the Company during current Financial
Year.
6. Public Deposit
During the year under review, the Company has not accepted any deposits from the public
falling within the meaning of the provisions of Chapter V Acceptance of Deposits under
Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
7. Share Capital:
Authorized Share Capital: The Authorized Share Capital of the Company is Rs.
6,50,00,000/- divided into 25,00,000 Equity Shares of Rs. 10/- each and 4,00,000
preference share of Rs. 100 each. During the year under review, the Authorized Equity
Share Capital of the Company has been increased from Rs. 2,50,00,000/- divided into
25,00,000 Equity Shares of Rs. 10/- each to Rs. 4,00,00,000 divided into 40,00,000 Equity
Shares of Rs. 10/- each. Hence, the revised Authorised Share Capital of Company is Rs.
8,00,00,000 divided into 40,00,000 Equity Shares of Rs. 10/- each and 4,00,000 preference
share of Rs. 100 each.
Paid up Share Capital: The Paid up Share Capital of the Company is Rs. 1,00,00,000/-
consisting of 10,00,000 Equity Shares of Rs. 10/- each. During the year under review,
there has been no change in the Paid up Share Capital of the Company.
8. Corporate Governance:
The Compliance of Corporate Governance is not applicable to the Company
9. DIRECTORS: a) Composition of Board of Director
| Sr. Name of the Directors |
Date of Appointment |
Date of Resignation |
| No |
|
|
| 1 Shri Vashdev Bhagwandas Rupani |
30/05/2001 |
- |
| (DIN: 01402074) |
|
|
| 2. Shri Lalit Lajpat Chouhan |
01/10/2015 |
- |
| (DIN: 00081816) |
|
|
| 3 Shri. Ranjan Chona |
01/10/2015 |
- |
| (DIN: 02652208) |
|
|
| 4 Smt. Sushila Bhagwandas Rupani |
30/05/2001 |
- |
| (DIN: 02662096) |
|
|
| 5 Shri Champak Shantilal Shah |
27/01/2016 |
- |
| (DIN: 07368244) |
|
|
| 6 Shri. Yogesh Vithaldas Thakkar |
22/08/2022 |
- |
| (DIN: 08593581) |
|
|
| 7 Shri. Kishin Devidas Mulchandani |
30/09/2015 |
- |
| (DIN 02582500) |
|
|
| 8 Shri. Nandkishore Sharma |
17/07/2018 |
- |
| (DIN: 00143986) |
|
|
During the year under review there were no change in the Directors of the Company. b) Key Managerial
Personnel:
In accordance with the provisions of Section 203 of the Act the following are the Key
Managerial Personnel of the Company.
| Sr. Name No. |
Designation |
| 1 Mr. Lalit Lajpat Chouhan |
Managing Director |
| 2. Mr. Santosh Gabaji Doke |
Chief Financial Officer |
| 3. Ms. Puja Pratik Mehta |
Company Secretary |
During the year under review Mr. Santosh Gabaji Doke was appointed as Chief Financial
Officer on 12th February, 2025.
During the year under review, Ms. Dimple Jain was appointed as Company Secretary &
Compliance Officer of the Company. However, she resigned from the post of Company
Secretary & Compliance Officer on 16th May, 2025. Further, on 30th
May, 2025 Ms. Puja Pratik Mehta was appointed as Company Secretary & Compliance
Officer of the Company there were appointment and resignation of the Company Secretary.
c) Manner of Formal Evaluation of Board of Its
Performance and that of Its Committees & Individual Director
During the year under review, performance evaluation of the Board as a whole and that
of its Committees and Individual Directors have been carried out as per the provisions of
the Act. All Independent Directors of the Company at their meeting held on 25th
March, 2025 have evaluated the performance of the Board as a whole, Committees of Board,
the Chairman of the Company and the Non- Independent Directors as per the criteria adopted
by the Nomination, Remuneration and Compensation Committee and the Board. The performance
evaluation of the Board was based on various parameters such as qualification of Board
Members, their diversity of experience and background, whether the Members of the Board
met all applicable independence requirements, sufficient number of Board meetings and
Committee meetings etc. The performance of the individual Directors was evaluated on
parameters such as qualifications, experience, independence, participation in Board
Meetings and Committee Meetings, etc.
The evaluation of the Independent Directors was carried out by the entire Board
excluding the Independent Director being evaluated.
The Directors were satisfied with the evaluation results, which reflected the overall
engagement of the Board and its Committees with the Company.
10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report on the business outlook and performance
review for the year ended 31st March, 2025, as stipulated in Regulation 34 read
with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, is available as a separate section which forms part of the Annual Report in “Annexure-A”.
11. MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
a) Board Meetings
15 Board meetings were held during the year 2024-25. The details of Board meetings are
given below;
Sr. No. |
Date |
Sr. No. |
Date |
| 1 |
9th April, 2024 |
2 |
17th July, 2024 |
| 3 |
9th August, 2024 |
4 |
13th August, 2024 |
| 5 |
14th August, 2024 |
6 |
15th August, 2024 |
| 7 |
16th August, 2024 |
8 |
21st August, 2024 |
| 9 |
2nd September, 2024 |
10 |
5th September, 2024 |
| 11 |
8th November, 2024 |
12 |
30th December, 2024 |
| 13 |
12th February, 2025 |
14 |
21st February, 2025 |
| 15 |
25th March, 2025 |
|
|
No of Director presence:
| Sr. No. |
Date |
Mr. Vashdev B. Rupani |
Mr. Lalit Lajpat Chouhan |
Ms. Sushila B. Rupani |
Mr. Ranjan Chona |
Mr. Kishin D. Mulchandani |
Mr. Champak S. Shah |
Mr. Nandkishore Sharma |
Mr. Yogesh Thakkar |
| 1. |
09/04/2024 |
v |
v |
- |
v |
v |
v |
- |
- |
| 2. |
17/07/2024 |
- |
v |
v |
v |
v |
v |
- |
- |
| 3. |
09/08/2024 |
v |
v |
- |
v |
v |
v |
v |
- |
| 4. |
13/08/2024 |
- |
v |
v |
v |
v |
v |
v |
v |
| 5. |
14/08/2024 |
v |
v |
- |
v |
v |
- |
v |
- |
| 6. |
15/08/2024 |
- |
v |
v |
v |
v |
v |
v |
- |
| 7. |
16/08/2024 |
v |
v |
- |
v |
v |
v |
v |
- |
| 8. |
21/08/2024 |
- |
v |
v |
v |
v |
v |
- |
- |
| 9. |
02/09/2024 |
v |
v |
- |
v |
v |
v |
- |
- |
| 10. |
05/09/2024 |
- |
v |
v |
v |
v |
v |
- |
- |
| 11. |
08/11/2024 |
v |
v |
- |
v |
v |
v |
- |
- |
| 12. |
30/12/2024 |
- |
v |
v |
v |
v |
v |
- |
- |
| 13. |
12/02/2025 |
v |
v |
- |
v |
v |
v |
- |
- |
| 14. |
21/02/2025 |
- |
v |
v |
v |
v |
v |
- |
- |
| 15. |
25/03/2025 |
v |
v |
- |
v |
v |
v |
v |
v |
General Meeting:
The 38th AGM of the Company was held on Saturday, September 28, 2024, at
11:30 A.M. at 09 to 12 B-Wing, Kanara Business Centre, Laxmi Nagar Off Ghatkopar Andheri
Link Road, Ghatkopar (East), Mumbai
400075.
During the year under review, Extraordinary General Meeting was held on May 23, 2024
and March 22, 2025. No business was transacted through Postal Ballot during the year.
Meeting of Independent Directors
The Independent Directors of the Company met without the presence of other Directors or
the Management of the Company.
During the financial year under review, the Independent Directors met 1 (One) time - on
25th March, 2025. All the Meetings was attended by all the Independent
Directors of the Company.
Committee Meetings:
(1) Audit Committee:
| Sr. No. Member |
Designation |
| 1 Kishin Mulchandani |
Chairman (Independent Director) |
| 2 Champak Shah |
Independent Director |
| 3 Nandkishore Sharma |
Independent Director |
| 4 Ranjan Chona |
Executive Director |
During the year under review the meeting of Audit committees meeting was held on 9th
April, 2024, 17th July, 2024, 9th August, 2024, 13th
August, 2024, 14th August, 2024, 15th August, 2024, 16th
August, 2024, 21st August, 2024, 8th November, 2024 and 12th
February, 2025.
(2) Nomination and Remuneration Committee (NRC):
| Sr. No. |
Member |
Designation |
| 1 |
Champak Shah |
Chairman (Independent Director) |
| 2 |
Kishin Mulchandani |
Independent Director |
| 3 |
Nandkishore Sharma |
Independent Director |
| 4 |
Ranjan Chona |
Executive Director |
During the year under review the meeting of NRC Committees was held on 30th
December, 2024 and 12th February, 2025
(3) Stakeholder Relationship Committee (SRC):
| Sr. No. Member |
Designation |
| 1 Kishin Mulchandani |
Chairman |
| 2 Champak Shah |
Independent Director |
| 3 Nandkishore Sharma |
Independent Director |
| 4 Ranjan Chona |
Executive Director |
During the year under review the meeting of Stakeholder Relationship Committees was
held on 25th March, 2025
12. CODE OF CONDUCT
This is to confirm that the Company has adopted a Code of Conduct for its Board Members
and Senior Management Personnel. This Code of Conduct is available on the Company's
website. I hereby declare that all the Members of the Board of Directors and Senior
Management Personnel have affirmed compliance with the Code of Conduct as adopted by the
Company for the year ended 31st March 2025.
13. DIRECTORS ' RESPONSIBILITY
STATEMENT
To the best of their knowledge and belief and according to the information and
explanations obtained by them, your Directors confirm the following statements in terms of
Section 134(3) (c) of the Companies Act, 2013:
(a) That in the preparation of the annual accounts, the applicable accounting standards
have been followed along with proper explanation relating to material departures, if any;
(b) That the Directors have selected such accounting policies and applied them
consistently. There is a change in accounting estimate of useful life of transport
vehicles based on technical assessment and the Directors have made judgments and estimates
that are 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 loss of the Company for that
period;
(c) That the Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013,
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
(d) That the Directors have prepared the annual accounts on a going concern basis;
(e) That 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;
(f) That the Directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
14. Statutory Auditor
Pursuant to the provisions of Section 139 of the Companies Act, 2013, read with the
Companies (Audit and Auditors) Rules, 2014, as amended from time to time, M/s.
H.G.sarvaiya & Company (Firm Registration No.: 115705W) Chartered Accountants were
appointed as Statutory Auditors of the Company for a period of five consecutive years,
commencing from the conclusion of the 38th Annual General Meeting to hold
office till the conclusion of the 43rd Annual General Meeting of the Company,
to be held in the calendar year 2029.
The Statutory Auditors have confirmed their eligibility under Section 141 of the
Companies Act, 2013. Further, as required under the relevant regulation of SEBI Listing
Regulations, the Statutory Auditors had also confirmed that they had subjected themselves
to the peer review process of the Institute of Chartered Accountants of India (ICAI) and
they hold a valid certificate issued by the Peer Review Board of ICAI.
Internal Audit
The Company has in place an adequate internal audit framework to monitor the efficacy
of the internal controls with the objective of providing to the Audit Committee and the
Board of Directors, an independent, objective and reasonable assurance on the adequacy and
effectiveness of the Company 's
processes.
The Board at its meeting held on March 25, 2025 has appointed M/s. Manoj Kumar S. Patel
& Associates, Chartered Accountants (FRN 141442W), as the Internal Auditor of the
Company for the Financial Year 2024-25. The Internal Auditor reports directly to the
Chairman of the Audit Committee. The Internal Audit function develops an audit plan for
the Company, which covers, inter-alia, corporate, core business operations, as well as
support functions and is reviewed and approved by the Audit Committee.
The internal audit approach verifies compliance with the operational and system related
procedures and controls. Significant audit observations are presented to the Audit
Committee, together with the status of the management actions and the progress of the
implementation of the recommendations on a regular basis.
Cost Audit
The provisions of Cost Audit and maintenance of cost records as specified by the
Central Government under Section 148 of the Act read with the Rules framed thereunder, are
not applicable to the Company and hence such accounts and records are not required to be
maintained by the Company.
15. Modified Statutory Auditor Reports
The Statutory Auditors '
Reports on the Annual Audited Financial Statements for the financial year 2024-25 forms
part of the Annual Report and are modified i.e. they contain qualification, reservation,
or adverse remark.
Qualification/Remarks:
During the year, in Consolidated Financial Statement, the Company has not provided
interest for delayed period interest cost of Rs. 24,17,269 for the 4th quarter
ending and Rs. 62,13,517/- for the period 01/04/2024 to 31/03/2025.
Management Comments:
The matter in under arbitration and management is of the opinion that the said
liability will be waived off.
16. SECRETARIAL AUDIT REPORT
In accordance to the provisions of Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had
appointed M/ s. Mehta & Mehta, Practicing Company Secretaries to conduct
Secretarial Audit for the financial year 2024-25. The Report of the Secretarial Auditor is
annexed hereto as Annexure B. The said Report does not contain any qualification,
reservation or adverse remark except reservations as follows:
During the period under review, it has been noted that the company was
suspended from trading by
Bombay Stock Exchange ( “BSE”) from 13th December, 2023 to 20th
January, 2025 due to multiple non-compliance, particularly regarding the submission of
financial results and other disclosures. The said suspension was revoked by BSE vide
letter dated LIST/COMP/SK/1534/2024-25 dated 06.01.2025.
Further, to regularize the said non-compliances, the Company paid a Standard Operating
Procedure
(SOP) fine of 23,15,160 on 2nd December, 2024, as imposed by the Exchange. The Company
also filed revised submissions with BSE in respect of the non-compliant filings, which are
summarized as under:
a. The outcome of the Board Meeting held on 21st December, 2023, which included the
revised unaudited financial results for the quarter ended 30th June, 2023 along with the
Special Independent Audit Report certified by the Company 's Auditor, was uploaded on 11th August, 2024.
Subsequently, a Board Meeting was held on 13th August, 2024, wherein the revised
standalone and consolidated unaudited financial results for the quarter ended 30th June,
2023 were considered and approved, along with the Special Independent Audit Report.
b. A Board Meeting was held on 14th August, 2024, to consider and approve the revised
standalone and consolidated unaudited financial results for the quarter ended 30th
September, 2023, along with the Special Independent Audit Report.
c. The revised outcome of the Board Meeting held on 6th February, 2024, which included
the standalone and consolidated unaudited financial results for the quarter ended 31st
December, 2023 along with the Special Independent Audit Report, was uploaded on 11th
August, 2024.
Further, a Board Meeting was held on 15th August, 2024 to consider and approve the
revised standalone and consolidated unaudited financial results for the quarter ended 31st
December, 2023 along with the Special Independent Audit Report in lieu of the Limited
Review Report.
d. A Board Meeting was held on 16th August, 2024 to consider and approve the standalone
and consolidated audited financial results for the quarter and year ended 31st March,
2024, along with the Independent
Audit Report.
During the period under review, the Company has complied with the provisions of the
Act, Rules, Regulations, Guidelines, Standards, etc., as mentioned above, to the extent
applicable, except for the following deviations:
Non-intimation of Board Meeting: The Company did not provide prior intimation to
BSE regarding the Board Meetings held for the approval of financial results for the
quarters ended March 2024 and June 2024.
Delay in Filing Financial Results: There was a delay of 6 days in filing the
financial results for the quarter ended June 2024, which were approved by the Board on
21st August, 2024.
Non-publication in Newspapers: The Company did not publish the financial results
for the quarters and year ended March 2024, June 2024, and September 2024 in newspapers,
as required under Regulation 47 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
Delayed Filing of Shareholding Pattern:
The shareholding pattern for the quarter ended June 2024 was filed on 22nd July, 2024,
resulting in a delay of 1 day.
The shareholding pattern for the quarter ended September 2024 was filed on 26th
October, 2024, resulting in a delay of 5 days.
Delay in submission of Annual Disclosure under SEBI (Substantial Acquisition of Shares
and Takeovers) Regulations, 2011:
The annual disclosure under Regulation 31(4) of SEBI (Substantial Acquisition of Shares
and Takeovers) Regulations, 2011 is to be filed with 7 (Seven) days from the end of each
financial year. The annual disclosure as stated above was filed by the Company on 10th
May, 2024 resulting in delay of 32 days.
Delay in submission of Annual Report to the Stock Exchange:
The annual report should be submitted by the Company to stock exchange before it is
dispatched to the Shareholders as stated in Regulation 34 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations 2015. The Annual General Meeting of the Company was
to be held on 28th September, 2024. The annual report submitted was submitted
on 12th September, 2024.
Delay in submission of Compliance Certificate as per Regulation 40(9) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations 2015:
The Compliance Certificate from Practicing Company Secretary under Regulation 40 (9),
of SEBI (Listing Obligation & Disclosure Requirement), Regulations 2015 for the year
ended on 31st March, 2024 was submitted on 24th August, 2024. Hence,
a delay of 145 days.
Non-maintenance of Website Disclosures: The Company has not maintained its website
in accordance with the disclosure requirements under Regulation 46 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
Non-maintenance of Structured Digital Database (SDD): The Company has not
maintained a Structured Digital Database as required under Regulation 3(5) of the SEBI
(Prohibition of Insider Trading) Regulations, 2015. Consequently, the Company is reflected
as SDD non-compliant on the BSE portal.
Further, during the audit period, the following e-forms were not filed with the
Registrar of Companies, Maharashtra, Mumbai - Ministry of Corporate Affairs:
| Sr. No. Compliances |
Period of Delay in Compliance |
| 1. Form AOC-XBRL for the financial year 2022-23 |
Not Filed |
| 2. Form AOC-XBRL for the financial year 2023-24 |
Not Filed |
| 3. Form MGT-7 for the Financial Year 2022-2023 |
Not Filed |
| 4. Form MGT-7 for the Financial Year 2023-2024 |
Not Filed |
| 5. Form MGT-15 for the Financial Year 2023-2024 |
Not Filed |
| 6. Form MGT-15 for the Financial Year 2024-2025 |
Not Filed |
| 7. Form DPT 3 for the Financial Year 2023-2024 |
Not Filed |
| 8. Form DPT 3 for the Financial Year 2024-2025 |
Not Filed |
| 9. Form IEPF - 1 & 2 |
Not Filed |
| 10. Form MSME for half year 01/04/2024 to 30/09/2024 |
Not Filed |
17. REPORTING OF FRAUDS
During the year under review, Management has declared to the Statutory Auditors that no
fraud has been occurred and corrective measure has been adopted by the Company to point
out the fraud, if any, occurred.
18. ACCOUNTING TREATMENT
The Accounting Treatment is in line with the applicable Indian Accounting Standards
(IND-AS) recommended by the Institute of Chartered Accountants of India and prescribed by
the Central Government.
19. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Consolidated Financial Statements of the Company include the Financial Statements
of RST Technologies Pvt. Ltd., the wholly owned subsidiary of the Company for the
financial year 2024-25. Data Point Impex Pvt. Ltd. An associate company. The Financial
Statements of RST Technologies Pvt. Ltd. is also placed on the website of the Company. Any
Member desirous of obtaining a copy of the said Financial Statements may send an E-mail to
the Company Secretary at investor@agivavit.com for the same.
During the year under review, companies listed below are Company 's subsidiaries, joint venture or associate companies;
| NAME COMPANY OF THE SUBSIDARY / ASSOCIATE |
REMARKS |
| RST TECHNOLOGIES PVT. LTD. 100% SUBSIDARY |
|
| DATAPOINT IMPEX PRIVATE LIMITED DIRECTORS AND INTERESTED |
|
| (ASSOCIATE) |
|
The performance and financial position of each of the subsidiaries as per Companies
Act, 2013 is provided to the financial statement and hence not repeated here for the sake
of brevity.
20. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS AND THEIR
ADEQUACY
Your Company has in place adequate internal financial controls with reference to
financial statements, commensurate with the size, scale and complexity of its operations,
which also ensures that all assets are safeguarded and transactions are authorized,
recorded and reported correctly. During the year, such controls were tested and no
reportable material weaknesses in the design or operation were observed.
21. RISK MANAGEMENT POLICY
The Company has in place a mechanism to identify, assess, monitor and mitigate various
risks to key business objectives. Major risks identified by the businesses and functions
are systematically addressed through mitigating actions on a continuing basis. In the
Board 's view, there are no
material risks which may threaten the existence of the Company.
22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES AND POLICY ON RELATED
PARTY TRANSACTIONS:
During the year under review there were no related parties transaction pursuant to
Section 188 of the Companies Act, 2013.
The Board of Directors of the Company has, on the recommendation of the Audit
Committee, adopted a policy to regulate transactions between the Company and its Related
Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules
thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 and also in compliance with Accounting Standards on
“ Related Party Disclosure”.
This Policy was considered and approved by the Board.
Following is the Disclosure as required under Para A. Schedule V of SEBI (LODR)
Regulation, 2015:
| Sr. No In the Accounts of |
Disclosures of amounts at the year end and
the maximum amounts of loans/advances/investment outstanding during the year. |
| 1 Subsidiary Company |
Particulars |
Amount ( ) |
| RST Technologies Pvt. Ltd. |
Purchase & Service Charges |
NIL |
|
Sales & AMC Services |
NIL |
|
Loans & Advances or Outstanding (Debit): |
|
Balance as on 31-03-2025 |
NIL |
|
Maximum Outstanding |
NIL |
|
Loans & Advances or Outstanding (Credit): |
|
Balance as on 31-03-2025 |
NIL |
|
Maximum Outstanding |
NIL |
| Sr. No In the Accounts of |
Disclosures of amounts at
the year end amounts of loans/advances/investment outstanding during the year. and the
maximum |
|
Particulars |
Amount ( ) |
| 1 Associate Company |
|
|
| Datapoint Impex Pvt. Ltd. |
Purchase & Service Charges |
NIL |
|
Sales & AMC Services |
NIL |
|
Loans & Advances or Outstanding (Debit): |
|
|
Balance as on 31-03-2025 |
NIL |
|
Maximum Outstanding |
NIL |
|
Loans & Advances or Outstanding (Credit): |
|
|
Balance as on 31-03-2025 |
NIL |
|
Maximum Outstanding |
NIL |
23. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013,
the Company has established a vigil mechanism and overseas through the committee, the
genuine concerns expressed by the employees and other Directors. The Company has also
provided adequate safeguards against victimization of employees and Directors who express
their concerns. The Company has also provided direct access to the chairman of the Audit
Committee on reporting issues concerning the interests of co employees and the Company.
24. PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES BY THE COMPANY:
The loans and advances made during the year was in compliance with the provision of
section 186 of Companies Act, 2013. Further the Company has not made any Investment or
given guarantee and securities during the year under review.
25. ANNUAL RETURN
The Annual Return for the financial year 2024-25 is placed on the Company 's website www.agivavit.com under the
"Investors" Tab.
26. COMPLIANCE WITH SECRETARIAL STANDARDS
The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2 relating
to 'Meetings of the Board of Directors' and 'General Meetings' respectively have been duly
followed by the Company.
27. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGOINGS
The provisions of Section 134(3) (m) of the Companies Act, 2013, relating to
conservation of energy and technology absorption are not applicable to the Company.
However the Company has been continuously and extensively using technology in its
operations. There has been no foreign exchange earnings and foreign exchange outgo during
the year under review.
28. CORPORATE SOCIAL RESPONSIBILITY:
The Company has not developed and implemented any Corporate Social Responsibility
initiatives as the provisions of Section 135 of the Companies Act, 2013 as this provision
is not applicable to the Company.
29. DISCLOSURES UNDER 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 Workplace (Prevention, Prohibition & Redressal)
Act, 2013. The Company is committed to provide a work environment, which is free from
discrimination and unlawful harassment at workplace. An appropriate complaint mechanism in
the form of ‘Internal
Complaints Committee' has been
created in the Company for time-bound redressal of the complaint made by the victim. The
members of the Committee provide for the following measures for safety of the women
employees at workplace: a) To formulate the Anti-Sexual Harassment Policy in order to ensure
the prevention of sexual harassment and safety of women employees at work place;
b) To conduct the meeting in case of any
complaint received in writing from any women employees, to settle the grievances and to
ensure the proper compensation in case of any misconduct, harassment with the women
employees;
c) Provide a safe working environment at the
workplace;
d) Organize workshops and awareness programmes
at regular intervals.
There was no compliant received by the Company during the year under the aforesaid Act.
30. DIVIDEND DISTRIBUTION POLICY:
In compliance with Regulation 43A of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Dividend Distribution Policy formulated by the
Company is available on the website of the Company at https:/ /www.agivavit.com.
Risk management policy
The company does not envisage any risk, which may threaten the existence of the
company. The company takes all necessary steps to identify measures & manage risk
effectively.
31. GENERAL
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions/ events during the year under review:
i) Details relating to deposits covered under Chapter V of the Act.
ii) Change in nature of Company's business.
iii) Details of significant and material orders passed by Regulators or Courts or
Tribunals impacting the going concern status and the Company's operations in future. iv)
Material changes and commitments, affecting the financial position of the Company
which has occurred between the end of the financial year and the date of Report.
v) No material fraud has been reported by the Auditors to the Audit Committee of
the Board.
vi) Maintenance of cost records as specified by the Central Government under
Sub-section (1) of Section 148 of the Act is not applicable to the Company.
vii) No application was made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016.
32. ACKNOWLEDGEMENT
Your Directors would like to place on record their deep sense of gratitude to Bankers,
Government Authorities and Shareholders. The Directors place on record their sincere
appreciation to all employees of the Company for their unstinted commitment and continued
contribution to the Company.
For and on behalf of the Board
IND-AGIV COMMERCE LIMITED
Place: Mumbai Mr. Lalit L. Chouhan Mr. Ranjan Chona Managing Director Director Date: 12th
July, 2025 DIN: 00081816 02652208
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