To The Members
Uravi T and Wedge Lamps Limited
Your directors have pleasure in presenting the Twentieth Annual Report of the Company
together with the Audited Statement of Accounts for the year ended March 31, 2024.
1. FINANCIAL STATEMENT & RESULTS: a. Financial Results:
The Company's performance during the year ended March 31, 2024, as compared to the
previous financial year is summarized below:
(INR. In Lakhs)
| Particulars |
For the financial year ended March 31, 2024 |
For the financial year ended March 31, 2023 |
| Income |
4,268.31 |
3,462.06 |
| Less: Expenses |
4,019.40 |
3,334.48 |
| Profit/ (Loss) before tax |
248.90 |
127.57 |
| Current Tax |
69.56 |
46.53 |
| Deferred Tax expense |
(33.98) |
(5.72) |
| Other Comprehensive Income |
(6.08) |
(6.50) |
| Exception expenditure |
- |
- |
| Total Comprehensive Income |
207.24 |
80.26 |
b. OPERATIONS:
The Company continues to be engaged in the activities pertaining to manufacturing wedge
and various types of lamps for automobiles.
The Company achieved a turnover of INR 4,198.91 lakhs during the year as compared to
INR 3,390.65 lakhs in the previous financial year. The Company had a total comprehensive
income of INR 207.24 lakhs during the financial year as compared to profit of INR 80.26 /-
Lacs of the previous financial year.
There was no change in the nature of the business of the Company during the year under
review.
However, after the end of the year, Company has been seen venturing into defence sector
and acquisition of a Private Limited company is under process. c. DIVIDEND:
With a view to conserve resources, your directors thought it would be prudent not to
recommend any dividend for the financial year under review.
d. UNPAID DIVIDEND & IEPF:
The Company has not transferred any amount to the Investor Education & Protection
Fund (IEPF) and no amount is lying in Unpaid Dividend A/c of the Company.
e. TRANSFER TO RESERVES:
The Company has not transferred any amount to the General Reserve.
f. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT
VENTURE COMPANIES:
During the year under review, your Company did not have any subsidiary, associate, or
joint venture company. However, the Company is in the process of acquisition of SKL India
Private Limited which shall become its subsidiary.
g. DEPOSITS:
The Company has not accepted or renewed any amount falling within the purview of
provisions of Section 73 of the Companies Act 2013 (“the Act”) read with the
Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the
requirement for furnishing of details relating to deposits covered under Chapter V of the
Act or the details of deposits which are not in compliance with Chapter V of the Act is
not applicable.
h. LOANS FROM DIRECTORS:
During the financial year 2023-24, as per Rule 2(1)(c)(viii) of the Companies
(Acceptance of Deposits) Rules, 2014, the Company has borrowed the following amount(s)
from Directors and their relatives and they have given a declaration in writing to the
Company to the effect that the amount is not being given out of funds acquired by him by
borrowing or accepting loans or deposits from others.
(in Rs.)
| Sr. No. |
Name of Person |
Relation with Company |
Outstanding Amount as on 31st March 2024 (Including
interest) |
Amount borrowed during the financial year 2023-24 |
| 1. |
Niraj Damji Gada |
Managing Director |
84,95,064.21 |
1,87,00,000 |
| 2. |
Brijesh Aggarwal |
Non Executive Director |
5,88,86,911.00 |
- |
| 3. |
Kaushik Damji Gada |
Whole time Director |
9,452.00 |
- |
i. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:
The details of transactions/contracts/arrangements referred to in Section 188(1) of
Companies Act, 2013 entered by the Company with related party(ies) as defined under the
provisions of Section 2(76) of the Companies Act, 2013, during the financial year under
review, are furnished in Form AOC-2 and is attached as Annexure I and forms part of this
Report.
j. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO:
The particulars as required under the provisions of Section 134(3)(m) of the Companies
Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of
conservation of energy, technology absorption, foreign exchange earnings and outgo etc.
are furnished in Annexure II which forms part of this Report.
k. ANNUAL RETURN
Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of Companies
Act, 2013, the Annual Return as on 31st March 2024 is available on Company's
website. Accordingly, a copy of draft Annual Return is available on the website of the
Company at the below link: www.uravilamps.com/annual-report.html
l. PARTICULARS OF INVESTMENTS, LOANS, GUARANTEES AND SECURITIES:
Full particulars of investments, loans, guarantees, and securities provided during the
financial year under review and covered under Section 186 of the Companies Act 2013 has
been furnished in Notes to Accounts which forms part of the financials of the Company. m.
MAJOR EVENTS DURING THE YEAR
i. Resignation of Independent Director:
Ms. Neha Huddar, Non- Executive Independent Director of the Company had resigned from
her position with effect from May 20, 2023.
ii. Resignation of Directors:
Mr. Rakesh Agarwal, Non-executive Non-independent Director of the Company, resigned
from his position with effect from May 06, 2023.
iii. Changes in Company Secretary and Compliance officer:
Mr. Yogesh Ashok Patole, who was appointed as Company Secretary and Compliance Officer
of the Company with effect from April 28, 2022, had resigned from his position with effect
from May 31, 2023, close of business hours. In his place, as per the recommendation of the
Nomination and Remuneration Committee, the Board of Directors had appointed Ms. Amita
Panchal as the Company Secretary and Compliance Officer of Company with effect from June
02, 2023.
iv. Listing on Main Board of National Stock Exchange of India Ltd (“NSE”) and
BSE Ltd. (“BSE”):
During the period under review, the Company's equity shares were listed on the Main
Board of the NSE and BSE with effect from July 05, 2023. As a result, the provisions
pertaining to Corporate Governance under Chapter V of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) had become
applicable to the Listed entity.
v. Opening of new manufacturing plant in Kathua:
During the year under review, the Company acquired land in Kathua to establish a new
manufacturing plant. Subsequently, the existing production lines were relocated to this
new facility. The decision to purchase the land was driven by the desire to benefit from
lower labor and electricity costs. The new plant has since commenced operations and is
functioning efficiently.
vi. Separation of position of the Managing Director and Chief Financial Officer of the
Company
For the purpose of good corporate governance, the Board of Directors, based on the
recommendation of the Nomination and Remuneration Committee in their meeting held on May
29, 2023, had approved the separation of role of Managing Director and Chief Financial
Officer of the Company which was helmed by Mr. Niraj Gada. In this regard, Mr. Niraj Gada
and Mr. Kaushik Gada had resigned from their respective positions as the Chief Financial
Officer and Chief Executive Officer of the Company with effect from end of business hours
of May 30, 2023. Further, in this regard, the Board of Directors in the meeting on the
same day had approved the appointment of Mr. Niraj Gada as the Chief Executive Officer and
Mr. Kaushik Gada as the Chief Financial Officer with effect from start of business hours
of May 31, 2023. In the present date, Mr. Niraj Gada is the Managing Director and Chief
Executive Officer of the Company and Mr. Kaushik Gada is the Whole Time Director and Chief
Financial Officer of the Company.
n. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013:
During the period between the end of the financial year and the date of this report,
the following material changes have occurred:
i. Issue and Allotment of Convertible Share Warrants by way of preferential issue:
The Shareholders of the Company by way of postal ballot on May 17, 2024, approved to
issue 15,00,000 share warrants on Preferential basis which are convertible into Equity
shares.
The warrants were priced at Rs. 330 (Rupees Three Hundred and Thirty only), and the
total amount raised through the issue was Rs. 49,50,00,000 (Rupees Forty-Nine Lakhs Fifty
Thousand only). The Company had approved to allot the securities by way of circular
resolution on June 13, 2024.
ii. Change in Name of Company and Acquisition of SKL India Private Limited:
The Board of Directors of the Company at their meeting held on June 18, 2024, approved
to acquire SKL India Private Limited, a private entity. SKL India Private Limited is
engaged in design and manufacturing of Power Systems, Associated Equipment and Special
Purpose Defence equipment.
In this regard, the company has transferred part consideration towards acquisition of
shares of SKL India Private Limited. Further, the process of acquisition is being executed
by the Company and timely updates on the acquisition are disclosed on both stock exchanges
regarding same.
The Company in the same Board Meeting held on June 18, 2024, approved the name change
of company from ‘Uravi T and Wedge Lamps Limited' to ‘Uravi Defence and
Technology Limited.' The required disclosure has been made to the Stock Exchange and the
further process regarding ROC form Filing for application and approval of name change is
underway. Further, the Company has applied for a name and the same is awaiting ROC
approval.
o. Disclosure of Internal Financial Controls:
The Internal Financial Controls with reference to financial statements as designed and
implemented by the Company are adequate. During the year under review, no material or
serious observation has been received from the Statutory Auditors of the Company for
inefficiency or inadequacy of such controls.
2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL: a) Board of Directors
& Key Managerial Personnel: i. Appointment & Resignation:
There were changes in Directorship and Key Managerial Personnel, of the Company during
the financial Year 2023-24 are disclosed below. The particulars and the background of the
below changes have also been disclosed above.
Appointment
Ms. Amita Panchal was appointed as the Company Secretary and Compliance Officer of the
Company with effect from June 02, 2023.
Mr. Niraj Damji Gada was appointed as Chief Executive Officer with effect from the
start of business hours of May 31, 2023.
Mr. Kaushik Damji Gada was appointed as Chief Financial Officer with effect from start
of business hours of May 31, 2023.
Mr. Niraj Damji Gada, Managing Director of the company was reappointed for a period of
3 years, from July 26, 2023, to July 25, 2026.
Mr. Kaushik Damji Gada, Whole Time Director of the company was reappointed for a period
of 3 years, from July 26, 2023, to July 25, 2026.
Resignation
Mr. Rakesh Agarwal, Non-executive Non-independent Director of the Company, resigned
from his position with effect from May 06, 2023. Ms. Neha Huddar, Non- Executive
Independent Director of the Company, resigned from her position with effect from May 20,
2023.
Mr. Niraj Damji Gada resigned from the post of Chief Financial Officer with effect from
end of business hours of May 30, 2023, close of business hours.
Mr. Kaushik Damji Gada resigned from the post of Chief Executive Officer with effect
from end of business hours of May 30, 2023, close of business hours.
Mr. Yogesh Patole resigned from the post of Company Secretary and Compliance Officer
with effect from May 31, 2023, close of business hours.
ii. Retirement by rotation
In accordance with the provisions of the Act, none of the Independent Directors are
liable to retire by rotation.
As per the provisions of Section 152 of the Companies Act, 2013, Mr. Kaushik Damji Gada
(DIN: 00515876) is liable to retire by rotation at the ensuing Annual General Meeting and,
being eligible, offers himself for re-appointment.
Your directors have recommended his re-appointment at the ensuing Annual General
Meeting.
b) Declarations By Independent Directors:
The Company has received declarations from all the Independent Directors who had
resigned or continued to be the Independent Directors under Section 149(6) of the
Companies Act, 2013 as well as Regulation 16 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 confirming their independence vis-a-vis the
Company. Further, the Directors had also confirmed that: In terms of Regulation 25(8) of
the Listing Regulations, Independent Directors are not aware of any circumstance or
situation, which exist or may be reasonably anticipated, that could impair or impact their
ability to discharge their duties. In terms of Regulation 25(9) of the Listing
Regulations, the Board of Directors has ensured the veracity of the disclosures made under
Regulation 25(8) of the Listing Regulations by the Independent Directors of the Company.
During the financial year 2023-24, Ms. Neha Huddar resigned as Independent Director of
the Company w.e.f. May 20, 2023 and Mr. Niken Shah, Ms. Shreya Ramkrishnan, Mr. Sreedhar
Ayalur continued to be an Independent Director on the Board of the Company. In the opinion
of the Board, these independent directors possess(ed) the requisite integrity, expertise,
experience, and proficiency (including registration in Independent Directors' databank and
clearing of examination, if applicable).
3. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES:
a. BOARD MEETINGS:
The Board of Directors met 8 times on the following dates during the financial year
ended 31st March 2024, in accordance with the provisions of the Companies Act,
2013 and rules made thereunder.
| Sr. No. |
Date of Board Meeting |
| 1. |
10/04/2023 |
| 2. |
29/05/2023 |
| 3. |
02/06/2023 |
| 4. |
19/07/2023 |
| 5. |
14/08/2023 |
| 6. |
05/09/2023 |
| 7. |
08/11/2023 |
| 8. |
12/02/2024 |
COMPOSITION OF THE BOARD:
The Composition of the Board during the financial year ended 31st March 2024
and the details of meetings attended by its members are given below:
| Name of the Director |
Nature of Directorship |
Status |
No. of Meetings attended |
| Niraj Damji Gada* |
Managing Director and CEO* |
Chairperson of the Company |
8/8 |
| Kaushik Damji Gada* |
Whole Time Director and Chief Financial Officer* |
Member of the Board |
5/8 |
| Shreya Ramkrishnan * |
Non-Executive - Independent Director |
Member of the Board |
8/8 |
| Brijesh Aggarwal |
Non-Executive- Non- Independent Director |
Member of the Board |
2/8 |
| Rakesh Aggarwal* |
Non-Executive- Non- Independent Director |
Member of the Board |
1/1 |
| Niken Shah |
Non-Executive - Independent Director |
Member of the Board |
8/8 |
| Neha Huddar* |
Non-Executive - Independent Director |
Members of the Board |
1/1 |
| Sreedhar Ayalur* |
Non-Executive - Independent Director |
Members of the Board |
6/8 |
*Note: Changes in the Board of Directors of the Company, during the end of the
financial year has been given separately in the Board Report
b. AUDIT COMMITTEE:
PREAMBLE:
The Audit Committee of Directors was constituted pursuant to the provisions of Section
177 of the Companies Act, 2013 (“the Act”). The Composition of the Audit
Committee is in conformity with the provisions of the said section. All the
recommendations made by the Audit Committee were accepted by the Board. The provisions of
Regulation 18 of the Listing Regulations had become applicable to the Company w.e.f. July
05, 2023. The Composition and the terms of reference of the Audit Committee is in
compliance in this regard.
TERMS OF REFERENCE OF AUDIT COMMITTEE:
The scope and terms of reference of the Audit Committee have been framed in accordance
with the Act. However, pursuant to the applicability of the Corporate Governance
provisions of Listing Regulations, the terms of reference of the Audit Committee have been
revised to align with the role of the Committee prescribed under Schedule II Part B.
The members of the Committee met 7 times on the dates mentioned below during the
financial year ended 31st March 2024, in accordance with the provisions of the
Companies Act, 2013 and rules made thereunder and the Listing Regulations:
| Sr. No. |
Dates of Audit Committee Meeting |
| 1. |
29/05/2023 |
| 2. |
02/06/2023 |
| 3. |
19/07/2023 |
| 4. |
14/08/2023 |
| 5. |
05/09/2023 |
| 6. |
08/11/2023 |
| 7. |
12/02/2024 |
COMPOSITION OF AUDIT COMMITTEE:
The Composition of Audit Committee is in compliance of Section 177 of the Companies
Act, 2013 read with Regulation 18 of the Listing Regulations. The
Composition as on March 31, 2024, and the details of meetings attended by its members
are given below.:
| Name of the Member |
Nature of Directorship |
Status |
No. of Meetings attended |
| Niken Shah |
Non-Executive Director Independent |
Chairperson |
7/7 |
| Sreedhar Ayalur |
Non-Executive Director Independent |
Member |
6/7 |
| Niraj Damji Gada |
Managing Director |
Member |
7/7 |
| Shreya Ramkrishnan |
Non-Executive Director Independent |
Member |
7/7 |
c. NOMINATION AND REMUNERATION COMMITTEE:
PREAMBLE:
The Nomination and Remuneration Committee of Directors as constituted by the Board of
Directors of the Company in accordance with the requirements of Section 178 of the Act.
The provisions of Regulation 19 of the Listing Regulations had become applicable to the
Company during the year under review w.e.f. July 05, 2023. The Composition of the
Nomination and Remunerations Committee is in compliance in this regard.
The Board has in accordance with the provisions of sub-section (3) of Section 178 of
the Companies Act, 2013, formulated the policy setting out the criteria for determining
qualifications, positive attributes, Independence of a Director and policy relating to
remuneration for Directors, Key Managerial Personnel and other employees, which is hosted
on the website of the Company at the following link and is also attached as Annexure VII.
Further, policy on Board Evaluation and Diversity of Board of Directors has also been
formulated and the same has been hosted on the website of the Company at the below link:
www.uravilamps.com/policies.html
TERMS OF REFERENCE OF NOMINATION & REMUNERATION COMMITTEE:
The scope and terms of reference of the Nomination & Remuneration Committee have
been framed in accordance with the Act. However, pursuant to the applicability of the
Corporate Governance provisions of Listing Regulations, the terms of reference of the
Audit Committee had been revised to align with the role of the Committee prescribed under
Schedule II of the Listing Regulations.
The members of the Committee met 4 times on the dates mentioned below during the
financial year ended 31st March, 2024, in accordance with the provisions of the
Companies Act, 2013 and rules made thereunder and the Listing Regulations:
| Sr. No. |
Date of Nomination and Remuneration Committee Meetings |
| 1. |
29/05/2023 |
| 2. |
02/06/2023 |
| 3. |
19/07/2023 |
| 4. |
05/09/2023 |
COMPOSITION OF NOMINATION & REMUNERATION COMMITTEE:
The Composition of Nomination and Remuneration Committee is in compliance with Section
178 of the Companies Act, 2013 read with Regulation 19 of the Listing Regulations. The
Composition of the Nomination and Remuneration Committee as on March 31, 2024, and the
details of meetings attended by its members are given below:
| Name of the Member |
Nature of Directorship |
Status |
No. of Meetings attended |
| Niken Shah |
Non-Executive Director Independent |
Chairperson |
4/4 |
| Shreya Ramkrishnan |
Non-Executive Director Independent |
Member |
4/4 |
| Brijesh Aggarwal |
Non-Executive Director Non-Independent |
Member |
0/4 |
| Sreedhar Ayalur |
Non-Executive Director Independent |
Member |
4/4 |
d. STAKEHOLDER'S RELATIONSHIP COMMITTEE:
PREAMBLE
Pursuant to Section 178 (5) of the Companies Act, 2013, the Board of Directors of the
Company has constituted the Stakeholder's Relationship Committee. However, pursuant to the
applicability of the Corporate Governance provisions of Listing Regulations, the terms of
reference of the Audit Committee were revised to align with the role of the Committee
prescribed under Schedule II of the Listing Regulations.
TERMS OF REFERENCE OF STAKEHOLDERS RELATIONSHIP COMMITTEE:
The scope and terms of reference of the Stakeholders Relationship Committee have been
framed in accordance with the Act. During the period under review, the provisions of
Regulation 20 of the Listing Regulations have become applicable to the Company. The terms
of reference of the Stakeholders Relationship Committee are in compliance with the
provisions of Schedule II of the Listing Regulations in this regard.
The members of the Committee met once on 05th September, 2023 during the
financial year ended 31st March 2024 in accordance with the provisions of the Companies
Act, 2013 and rules made thereunder and the Listing Regulations:
COMPOSITION OF STAKEHOLDER'S RELATIONSHIP COMMITTEE:
The Composition of Stakeholders Relationship Committee is in Compliance with the
requirements under Section 178 and Regulation 20 of the Listing Regulations. The
composition of the Committee as on March 31, 2024 and the details of meetings attended by
its members are given below:
| Name of the Member |
Nature of Directorship |
Status |
No. of Meetings attended |
| Sreedhar Ayalur* |
Non-Executive- Independent Director |
Chairperson |
1/1 |
| Niraj Gada |
Managing Director |
Member |
1/1 |
| Brijesh Aggarwal |
Non-Executive- Non- Independent Director |
Member |
0/1 |
| Kaushik Gada |
Whole Time Director |
Member |
1/1 |
*There were changes in the constitution of committee during the year. The Details of
the Changes have been enumerated in the Corporate Governance Report of the Company.
e. INDEPENDENT DIRECTORS MEETING:
A separate meeting of Independent Directors to evaluate the performance of
non-independent directors, performance of the Board as a whole and performance of the
Chairperson was reviewed and evaluated was held on November 08, 2023.
f. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial Standards in respect of all
the above Board and Committee meetings as well as SS-2 on General Meetings during the
financial year.
g. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:
The Board of Directors of the Company has, pursuant to the provisions of Section 177(9)
of the Companies Act, 2013 and Regulation 22 of SEBI ( LODR) Regulations, 2015 read with
Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed a
“Whistle Blower/Vigil Mechanism Policy” for Directors and employees of the
Company to provide a mechanism which ensures adequate safeguards to employees and
Directors from any victimization on raising of concerns of any violations of legal or
regulatory requirements, incorrect or misrepresentation of any financial statement and
reports, etc. The employees of the Company have the right/option to report their
concern/grievance to the Chairperson of the Audit Committee. The Company is committed to
adhering to the highest standards of ethical, moral, and legal conduct of business
operations. The Whistle Blower/ Vigil mechanism Policy of the company is available on the
company's website and can be accessed in the link provided herein below:
www.uravilamps.com/policies.html
h. RISK MANAGEMENT:
The Board of Directors of the Company has designed “system” to mitigate Risk
and Guidelines to avoid events, situations or circumstances which may lead to negative
consequences on the Company's businesses and has defined a structured approach to manage
uncertainty and to make use of these in their decision-making pertaining to all business
divisions and corporate functions. Key- business risks and their mitigation are considered
in the annual/strategic business plans and in periodic management reviews.
i. CORPORATE SOCIAL RESPONSIBILITY:
The provisions of Section 135 of the Act and the Rules made thereunder are not
applicable to the Company for the financial year under review. Hence, the Company has not
developed and implemented any Corporate Social Responsibility initiatives during the
financial year under review.
j. ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD:
The Board has carried out an annual performance evaluation of its own performance, and
of the directors individually, as well as the evaluation of all the committees i.e.,
Audit, Nomination and Remuneration, Stakeholders Relationship, Committee of Directors in
its Board meeting held on February 12, 2024.
The Board adopted a formal evaluation mechanism for evaluating its performance and as
well as that of its committees and individual directors, including the Chairperson of the
Board the exercise was carried out by feedback survey from each directors covering Board
functioning such as composition of Board and its Committees, experience and competencies,
governance issues etc. Separate exercise was carried out to evaluate the performance of
individual directors including the Chairperson of the Board who were evaluated on
parameters such as attendance, contribution at the meeting etc.
The Board Evaluation Policy of the company is available on the company's website and
can be accessed in the link provided herein below: www.uravilamps.com/policies.html
As per the opinion of the Board, all the Independent Directors possess relevant
expertise, integrity, experience including proficiency. (Including registration in
Independent Directors' databank and clearing of examination, if applicable).
k. MANAGEMENT DISCUSSION & ANALYSIS
A separate report on Management Discussion & Analysis is appended to this Annual
Report as an Annexure III and forms part of this Directors' Report.
l. CORPORATE GOVERNANCE REPORT
The Company became a Main Board listed entity with effect from July 05, 2023 and the
provisions of Corporate Governance have become applicable to the Company as on the present
date, prior to which it was listed on SME Board. The Company's Corporate Governance report
as per Schedule V of the Listing Regulations has been annexed as Annexure VI and forms
part of this Board report.
m. CODE OF CONDUCT OF BOARD OF DIRECTORS AND SENIOR MANAGEMENT:
The Company has adopted a Code of Conduct for the Members of the Board and the Senior
Management. This Code of Conduct of the company is available on the company's website and
can be accessed in the link provided herein below: www.uravilamps.com/policies.html
All members of the Board and the Senior Management Personnel have affirmed their
compliance with the Code of Conduct as of 31st March 2024. A declaration to
this effect signed by Mr. Niraj Gada and Mr. Kaushik Gada, is attached along with the
Corporate Governance Report.
4. AUDITORS AND REPORTS:
The matters related to Auditors and their Reports are as under:
a. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31ST
MARCH 2024:
The observations / qualifications / disclaimers made by the Statutory Auditors in their
report for the financial year ended 31st March 2024 read with the explanatory
notes therein are self-explanatory and therefore, do not call for any further explanation
or comments from the Board under Section 134(3) of the Companies Act, 2013.
b. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31ST MARCH 2024:
Pursuant to the provisions of Section 204 read with Section 134(3) of the Companies
Act, 2013, it is mandated to obtain Secretarial Audit Report from Practicing Company
Secretary and in this regard, M/s D Maurya and Associates, Company Secretaries has been
appointed to issue Secretarial Audit Report annexed as Annexure IV for the financial year
2023-24.
The Secretarial Audit Report issued by M/s D Maurya and Associates, Practicing Company
Secretaries in Form MR-3 for the financial year 2023-24 forms part of this report and
there are no observations / qualifications / disclaimers made by the Auditor in the
report.
c. STATUTORY AUDITORS:
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies
(Audit and Auditors) Rules, 2014, M/s Harsh H. Dedhia & Associates, Chartered
Accountants (Membership No: 141494), the Statutory Auditor of the Company had been
appointed for a term of five consecutive years commencing from the Annual General Meeting
for the financial year 2018-19 and their tenure ends at the ensuing Annual General
Meeting. Further, as per Section 139(2) and 139(3) of Companies Act, 2013 the Auditor of a
Listed Entity shall be liable to be appointed by rotation and an Individual auditor shall
not be appointed for a single term of more than five years. M/s. Harsh Dedhia and
Associates, being a proprietary firm, ceases to be the Statutory Auditor of company from
the Annual General Meeting to be held in year 2024-25 and cannot be re-appointed as the
Statutory Auditor of the Company.
M/s. GBCA and Associates LLP have expressed their intention to act as the Statutory
Auditors of the Company. The Board of Directors, in their meeting held on August 13, 2024,
has approved the appointment of M/s. GBCA and Associates LLP after a thorough review of
their work experience. This appointment is subject to the approval of the shareholders at
the Annual General Meeting (AGM) for the financial year 2024-25. Accordingly, it is
proposed to appoint M/s. GBCA and Associates LLP as Statutory Auditors of the Company for
a period of five financial years from the conclusion of the ensuing Annual General Meeting
till the Annual General meeting to be held in the financial year 2029.
d. INTERNAL AUDITORS:
Pursuant to Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules,
2014, the Board of Directors in their meeting held on March 02, 2023, had appointed M/s V
J SHAH & Co, as Internal Auditor of Company for period of January 2023 to March 2023
and further for financial year 2023-24.
In recognition of their efficient performance during the previous year, the Board of
Directors in their meeting held on February 12, 2024, re-appointed M/s V J SHAH & Co.,
Chartered Accountants as the Internal Auditor of the Company for the financial year
2024-25.
e. COST RECORDS:
Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company
was not required to maintain Cost Records under said Rules.
f. REPORTING OF FRAUDS BY STATUTORY AUDITORS UNDER SECTION 143(12):
There were no incidents of reporting of frauds by Statutory Auditors of the Company
under Section 143(12) of the Act read with Companies (Accounts) Rules, 2014.
5. OTHER DISCLOSURES
Other disclosures as per provisions of Section 134 of the Act read with Companies
(Accounts) Rules, 2014 are furnished as under:
a. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:
No orders have been passed by any Regulator or Court or Tribunal which can have impact
on the going concern status and the Company's operations in future.
b. DIRECTOR'S RESPONSIBILITY STATEMENT:
In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited
financial statements of the Company for the year ended March 31, 2024, the Board of
Directors hereby confirms that:
I. in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
II. such accounting policies have been selected and applied consistently and the
Directors 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 as at March 31, 2024 and of the
profit of the Company for that year;
III. proper and sufficient care was taken for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;
IV. the annual accounts of the Company have been prepared on a going concern basis;
V. 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.
VI. proper systems have been devised to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively;
c. DISCLOSURE REGARDING INTERNAL COMPLAINTS COMMITTEE:
a The Company has complied with the provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. The details of the complaints received during the
year are more particularly described in the Corporate Governance Report attached as
Annexure VI.
d. DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT, 2013:
The Company has not issued any shares with differential rights and hence no information
as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies
(Share Capital and Debenture) Rules, 2014 is furnished. e. DISCLOSURE UNDER SECTION
54(1)(d) OF THE COMPANIES ACT, 2013:
The Company has not issued any sweat equity shares during the year under review and
hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13)
of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
f. DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT, 2013:
The Company has not issued any equity shares under Employees Stock Option Scheme during
the year under review and hence no information as per provisions of Section 62(1)(b) of
the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is
furnished.
g. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:
During the year under review, there were no instances of non-exercising of voting
rights in respect of shares purchased directly by employees under a scheme pursuant to
Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures)
Rules, 2014.
h. CORPORATE GOVERNANCE:
During the financial year 2023-24, the Company has paid remuneration to Mr. Niraj Gada,
Managing Director of the Company and Mr. Kaushik Gada, Whole Time Director. The Details
pursuant to Section II, Schedule V of the Companies Act, 2013 are as below:
| Particulars |
Details for Mr. Niraj Gada |
| All elements of remuneration package such as salary, benefits, bonuses, stock options,
pension, etc., of all the directors |
Salary of Rs. 71,87,040 during the year. |
| Details of fixed component and performance linked incentives along with the
performance criteria |
Until October 2023, the monthly salary was 3,99,290. Effective from October 2023, the
remuneration has been revised to . 7,98,580 per month. |
| Service contracts, notice period, severance fees |
NIL |
| Stock option details, if any, and whether the same has been issued at a discount as
well as the period over which accrued and over which exercisable |
- |
| Particulars |
Details for Mr. Kaushik Gada |
| All elements of remuneration package such as salary, benefits, bonuses, stock options,
pension, etc., of all the directors |
Salary of Rs. 38,70,000 during the year. |
| Details of fixed component and performance linked incentives along with the
performance criteria |
Until October 2023, the monthly salary was . 2,15,000. Effective from October 2023,
the remuneration has been revised to . 4,30,000 per month. |
| Service contracts, notice period, severance fees |
NIL |
| Stock option details, if any, and whether the same has been issued at a discount as
well as the period over which accrued and over which exercisable |
- |
6. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS
PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:
The disclosures as per Rule 5 of Companies (Appointment & Remuneration) Rules, 2014
have been marked as Disclosure of Remuneration in Annexure V.
7. DISCLOSURE OF PROCEEDINGS PENDING OR APPLICATION MADE UNDER INSOLVENCY AND
BANKRUPTCY CODE, 2016:
No application was filed for corporate insolvency resolution process, by a financial or
operational creditor or by the company itself under the IBC before the NCLT.
8. DISCLOSURE OF REASON FOR DIFFERENCE BETWEEN VALUATION DONE AT THE TIME OF TAKING
LOAN FROM BANK AND AT THE TIME OF ONE TIME SETTLEMENT:
There was no instance of a one-time settlement with any Bank or Financial Institution.
9. ACKNOWLEDGEMENTS AND APPRECIATION:
Your directors take this opportunity to thank the customers, shareholders, suppliers,
bankers, business partners/associates, financial institutions and Central and State
Governments for their consistent support and encouragement to the Company.
For and on behalf of the Board Uravi T and Wedge Lamps Limited
| Mr. Niraj Damji Gada |
Mr. Kaushik Damji Gada |
| Managing Director & CEO |
Whole-Time Director & CFO |
| DIN: 00515932 |
DIN: 00515876 |
| Date: 13.08.2024 |
|
| Place: Mumbai |
|
|