(Disclosure under Section 134(3) of the Companies Act, 2013) {Read With Companies
(Accounts) Rules, 2014}]
Dear Shareholders,
Your Directors are presenting the 31st Annual Report of your Company and the
Audited Financial Statements for the financial year ended March 31, 2023.
1. FINANCIAL RESULTS:
( Rs. In Lakhs)
Particulars |
2022-23 |
2021-22 |
Revenue from Operations |
93.72 |
209.13 |
Other Income |
3.74 |
2.93 |
Profit/loss before Depreciation, Finance Costs, Exceptional items
and Tax |
(35.12) |
(34.97) |
Expense |
|
|
Less: Depreciation/ Amortisation/ Impairment, Finance Costs |
67.92 |
65.65 |
Profit /loss before Exceptional items and Tax Expense |
(103.04) |
(100.62) |
Add/(less): Exceptional items |
0.00 |
0.00 |
Profit /loss before Tax Expense |
(103.04) |
(100.62) |
Less: Tax Expense (Current & Deferred) |
0.00 |
(0.01) |
Profit /loss for the year |
(103.04) |
(100.61) |
During the year under review (2022-23) the company has earned Total Income of Rs. 97.46
Lakhs as against Rs. 212.06 Lakhs in previous year. Further Company has incurred net loss
of Rs. 103.04 as against loss of. Rs. 100.61 Lakhs in previous year.
Present Board of Directors has good reputation as well as experience in maritime
infrastructure. Their endeavor to enter into maritime infrastructure industry will help
the company to procure as well as execute good scales of order thereby increasing
financials of the company. However in view of the no orders in maritime infrastructure no
sales has been made by Maritime Infrastructure Division.
So far as aquaculture business is concerned Company has revamped 12 Numbers of ponds,
deepen water channel, purchased a 250kva electricity connection, built pond gates, done
new cabling and electric panels, labour rooms and purchased capital equipment like
aerators, and pumps. However presently we are facing problem of virus infection thereby
the we are going slowly with the production of aquaculture which led to lower turnover.
2. MAJOR EVENTS OCCURRED DURING THE YEAR
There have been no material changes and commitments, which affect the financial
position of the company which have occurred during the year and between the end of the
financial year to which the financial statements relate and the date of this Report.
3. CAPITAL STRUCTURE
There have been no changes in the Capital structure of the Company which have occurred
during the year and between the end of the financial year to which the financial
statements relate and the date of this Report
4. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
During the year under review company was not required to transfer any amount as well as
any shares to the Investor Education and Protection Fund (IEPF)
5. DIVIDEND:
In view of the losses the Board of Directors do not recommend any dividend for the
year.
6. RESERVES:
In view of the losses, your Board of Directors has decided not to transfer any amount
to the Reserves for the year under review.
7. NATURE OF BUSINEES
During the year under review there has been no change in nature of business.
8. LOANS, GUARANTEE & INVESTMENTS:
The Company has not advanced any loans or provided guarantees or made investments
during the year under review.
9. DEPOSITS:
The Company has not accepted any deposit from the public falling within the ambit of
Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules,
2014, or under Chapter V of the Act.
10. LISTING OF EQUITY SHARES
The Equity Shares of the company are presently listed on BSE Limited. Listing fee for
the year 2022-23 has been paid.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Mr. Jitendra Shankar Patil DIN 07889582 resigned as a Director of the company w.e.f.
29-08-2022 on account of personal reason and other professional commitments. Board hereby
confirm that there is no other material reason for his resignation other than his personal
reason and other professional commitments.
In accordance with the provisions of Section 161 of the Companies Act, 2013 the Mr.
Pradeep Vinayak Kadekar (DIN: 09659053) was appointed as additional director 23-07-2022 in
Independent Category. Board as well as Nomination and remuneration committee at its
meeting held on 23-07-2022 had recommended appointment of Mr. Pradeep Vinayak Kadekar
(DIN: 09659053) as an Independent Director of the company. Shareholders at its meeting
held on 28th, September 2022 gave approval for his appointment as Independent Director
12. RELATED PARTY TRANSACTIONS:
The particulars of every contract or arrangements entered into by the Company with
related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013
including certain arm's length transactions under third proviso thereto are disclosed in
Form No.AOC-2 as Annexure I.
13. DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have given declarations that they meet the criteria of
Independence and have complied with the Code for Independent Directors prescribed in
Schedule IV to the Act as laid down under Section 149(6) of the Act and Regulation
16(1)(b) of the Listing Regulations. Further they also had confirmed that they 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 with an objective
independent judgment and without any external influence and that they are independent of
the management.
14. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:
Remuneration Policy
The Board has, on the recommendation of the Nomination & Remuneration Committee
framed policy for selection and appointment of Directors, Senior Management and their
remuneration in pursuant to Section 178 of Companies act 2013 and Regulation 19 SEBI
(Listing Obligations and Disclosure Requirements) Regulations 2015. The remuneration given
is as per the remuneration policy framed.
Criteria for Determining the Qualifications for appointment of Directors (including
Independent Directors)
i. Persons of eminence, standing and knowledge with significant achievements in
business, professions and/or public service;
ii. Their technical, financial, HR, Legal, or business literacy/skills i.e. knowledge
about Aquaculture and Shipyard business;
iii. Their administrative experience;
iv. Other appropriate qualification/experience to meet the objectives of the Company;
v. As per the applicable provisions of Companies Act, 2013, Rules made thereunder and as
per provisions of SEBI( LODR) Regulations.2015 .
The Nomination and Remuneration Committee shall have discretion to consider and fix any
other criteria or norms for selection of the most suitable candidate/s.
Positive attributes of Directors (including Independent Directors):
a. Directors are to demonstrate integrity, credibility, trustworthiness, ability to
handle conflict constructively and the willingness to address issues proactively;
b. Actively update their knowledge and skills with the latest developments in the
infrastructure industry, market conditions and applicable legal provisions;
c. Willingness to devote sufficient time and attention to the Company's business and
discharge their responsibilities.
d. To assist in bringing independent judgment to bear on the Board's deliberations
especially on issues of strategy, performance, risk management, resources, key
appointments and standards of conduct;
e. Ability to develop a good working relationship with other Board members and
contribute to the Board's working relationship with the senior management of the Company;
f. To act within their authority, assist in protecting the legitimate interests of the
Company, its shareholders and employees; g. Independent Directors to meet the requirements
of the Companies Act, 2013 read with the Rules made there under and as per provisions of
SEBI( LODR) Regulations 2015 as amended from time to time.
Independence Review Procedures
- Annual Review
The director's independence for the independent director will be determined by the
Board on an annual basis upon the declaration made by such Director as per the provisions
of the Companies Act, 2013 read with Rules thereon and as per provisions of SEBI( LODR)
Regulations.2015
- Individual Director's Independence Determinations
If a director nominee is considered for appointment to the Board between Annual General
Meetings, a determination of independence, upon the recommendation of the Committee, shall
be made by the Board prior to such appointment.
All determinations of independence shall be made on a case-by-case basis for each
director after consideration of all the relevant facts and circumstances and the standards
set forth herein. The Board reserves the right to determine that any director is not
independent even if he or she satisfies the criteria set forth by the provisions of the
Companies Act, 2013 read with Rules thereon and as per provisions of SEBI( LODR)
Regulations.2015
- Notice of Change of Independent Status
Each director has an affirmative obligation to inform the Board of any change in
circumstances that may put his or her independence at issue.
a. Criteria for appointment of KMP/Senior Management
i. To possess the required qualifications, experience, skills & expertise to
effectively discharge their duties and responsibilities; ii. To practice and encourage
professionalism and transparent working environment; iii. To build teams and carry the
team members along for achieving the goals/objectives and corporate mission; iv. To adhere
strictly to code of conduct
b. Term
The Term of the Directors including Managing / Whole time Director / Independent
Director shall be governed as per the provisions of the Act and Rules made thereunder and
the Listing Regulations, as amended from time to time. Whereas the term of the KMP (other
than the Managing / Wholetime Director) and Senior Management shall be governed by the
prevailing HR policies of the Company.
c. Evaluation
The Committee shall carry out evaluation of performance of every Director. The
Committee shall identify evaluation criteria which will evaluate Directors based on
knowledge to perform the role, time and level of participation, performance of duties,
level of oversight, professional conduct and independence. The appointment /
re-appointment /continuation of Directors on the Board shall be subject to the outcome of
the yearly evaluation process. d. Removal
Due to reasons for any disqualification mentioned in the Act or under any other
applicable Act, Rules and Regulations thereunder and /or for any disciplinary reasons and
subject to such applicable Acts, Rules and Regulations and the Company's prevailing HR
policies, the Committee may recommend to the Board with reasons recorded in writing,
removal of a Director, KMP or Senior Management.
e. Remuneration of Managing / Whole-time Director, KMP and Senior Management
The remuneration / compensation / commission, etc., as the case may be, to the Managing
/ Wholetime Director will be governed by the relevant provisions of the Companies Act,
2013 and applicable Rules and Regulations and will be determined by the Committee and
recommended to the Board for approval. The remuneration / compensation / commission, etc.,
as the case may be, shall be subject to the prior / post approval of the shareholders of
the Company and Central Government, wherever required. Further, the Chairman &
Managing Director of the Company is authorized to decide the remuneration of KMP (other
than Managing / Wholetime Director) and Senior Management based on the standard market
practice and prevailing HR policies of the Company.
f. Remuneration to Non-executive Directors (Including independent Director)
The remuneration / compensation / commission, etc., as the case may be, to the Managing
/ Wholetime Director will be governed by the relevant provisions of the Companies Act,
2013 and applicable Rules and Regulations and will be determined by the Committee and
recommended to the Board for approval.
15. PERFORMANCE EVALUATION OF THE BOARD:
Pursuant to the provisions of the Act and Listing Regulations, the Board has carried
out an annual evaluation of its own performance, also performance of the Directors
individually as well as the evaluation of the working of its Committees.
The Nomination and Remuneration Committee has defined the evaluation criteria,
procedure and time schedule for the Performance Evaluation process for the Board, its
Committees and individual Directors, including the Chairman of the Company.
For evaluating the Board as a whole, views were sought from the Directors on various
aspects of the Board's functioning such as degree of fulfillment of key responsibilities,
Board Structure and composition, establishment, delineation of responsibilities to various
committees, effectiveness of Board processes, information and functioning, Board culture
and dynamics, quality of relationship between the Board and the management.
Similarly, views from the Directors were also sought on performance of individual
Directors covering various aspects such as attendance and contribution at the
Board/Committee Meetings and guidance/support to the management outside Board/Committee
Meetings. In addition, the Chairman was also evaluated on key aspects of his role,
including setting the strategic agenda of the Board, encouraging active engagement by all
Board members and promoting effective relationships and open communication, communicating
effectively with all stakeholders and motivating and providing guidance to the Executive
Director.
Areas on which the Committees of the Board were assessed included degree of fulfillment
of key responsibilities, adequacy of Committee composition, effectiveness of meetings,
Committee dynamics and quality of relationship of the Committee with the Board and the
Management.
The performance evaluation of the Independent Directors was carried out by the entire
Board. The performance evaluation of the Chairman and the Non Independent Directors was
carried out by the Independent Directors who also reviewed the performance of the Board as
a whole. The Nomination &
Remuneration Committee also reviewed the performance of the Board, its Committees and
of individual Directors.
The Chairman of the Board provided feedback to the Directors, as appropriate.
Significant highlights, learning with respect to the evaluation, were discussed at the
Board Meeting.
Disclosures on Board Evaluation:
i. Observations of board evaluation carried out for the year:
While evaluating the performances of the Board, also performance of the Directors
individually as well as the evaluation of the working of its Committees, the Nomination
and Remuneration Committee is of the opinion that the Directors , Committees as well as
the board themselves has been performing their duties well for the best in interest of the
Company. There is no observation to be mentioned during the year.
ii. Previous year's observations and actions taken: NIL iii. Proposed actions based on
current year observations: NIL
16. A MATRIX SETTING OUT THE SKILLS / EXPERTISE / COMPETENCE OF THE BOARD OF DIRECTORS
IS AS UNDER
Name of the Director |
Category |
|
Skills, Expertise, Competence of the Director |
|
|
|
Technical |
Financial |
Administrative / HR |
Legal |
Aquaculture |
Shipyard |
Ashok Bhalchandra Patil |
Chairman, Promoter, Non Executive Director |
|
|
|
|
|
|
Jayshree Ashok Patil |
Promoter, Executive Director |
|
|
|
|
|
|
Jitendra Shankar Patil (Resigned w.e.f 23-07- 2022) |
Non Executive Independent Director |
|
|
|
|
|
|
Kishor Deomal Gambani |
Non Executive Independent Director |
|
|
|
|
|
|
Pradeep Vinayak Kadekar |
Non Executive Independent Director |
|
|
|
|
|
|
BOARD MEETINGS:
During the year under the review 7 meetings of the board were held on 09-05-2022,
25-06-,2022, 23-07-2022, 08-08-2022, 02-09-2022, 14-11-2022 and 14-02-2023. The maximum
time gap between any two Board Meetings was not more than 120 days as required under
Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, Section 173 of the Companies Act, 2013 and Secretarial Standard on Meetings of the
Board of Directors.
The notice of Board meeting is given well in advance to all the Directors of the
Company. The agenda of the Board / Committee meetings is circulated clear 7 days prior to
the date of the meeting. The agenda for the Board and Committee meetings includes detailed
notes on the items to be discussed at the meeting to enable the Directors to take an
informed decision. Details of Board Meetings attended by the Directors are as below
Designation Number of Meetings Name of the Director Held Attended Ashok Bhalchandra
Patil Chairman 7 7 Jayshree Ashok Patil Managing Director 7 7 Jitendra Shankar Patil
Director 4 4 Kishor Deomal Gambani Director 7 7 Pradeep Vinayak Kadekar Director 4 4
17. EXTRACT OF ANNUAL RETURN:
In accordance with Section 134(3)(a) and as provided under sub-section (3) of Section
92 of the Companies Act, 2013 an extract of the annual return in prescribed form MGT 9 has
also been posted on the website of the company i.e. www.datiware.com.
18. MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis Report is attached to the Directors Report as
Annexure II.
19. CORPORATE GOVERNANCE:
As per Regulation 15(2) of the Listing regulations, the compliance with the corporate
governance provisions does not apply to the Company.
20. AUDITORS:
a. STATUTORY AUDITORS:
M/s. P. S. Shingte and Co., Chartered Accountants, (Firms Registration No. 114679W),
were appointed as as Statutory Auditors of the Company in previous AGM to hold office for
a period of five years, from the conclusion of the 28th AGM, till the conclusion of the
33th AGM of the Company to be held in the year 2025.
The requirement to place the matter relating to appointment of Auditors for
ratification by members at every Annual General Meeting was omitted vide notification
dated May 07, 2018, issued by the Ministry of Corporate Affairs. Accordingly, no
resolution is proposed for ratification of appointment of Auditors in ensuing AGM of the
Company. The Company has received a letter from M/s. P. S. Shingte and Co., Chartered
Accountants., Chartered Accountants confirming that they are eligible for continuing as
Statutory Auditors of the Company.
b. SECRETARIAL AUDITORS
Pursuant to provisions of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Shrenik
Nagaonkar & Associates, Company Secretaries, to undertake the Secretarial Audit of the
Company. The Secretarial Audit report for the year 2022-23 forms part of the Directors
Report as Annexure- III.
21. REPLY TO QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS
MADE BY STATUTORY AUDITOR AND SECRETARIAL AUDITOR
With respect to Statutory Auditors remark about nonpayment of undisputed Custom Duty of
Rs. 28.87 Lakhs and Excise Duty of Rs. 11.57 Lakhs Directors wish to inform you that the
said amount is interest payable on Custom Duty and Excise Duty. We have already paid the
principal amount of the tax however we are negotiating for interest amount hence these
dues are still payable. Once the settlement is done dues will be paid shortly.
With respect to Statutory Auditors remark about Cash Losses, directors wants to convey
that adverse business situations has led to these business losses. However the same will
be recovered in coming years and it won't affect going concern status of the company
Statement on Impact of Audit Qualifications (for audit report with modified opinion) is
enclosed as Annexure IV
There are no qualifications, adverse remarks or disclaimer made by Secretarial Auditor.
22. INTERNAL AUDIT
Pursuant to the provisions of Section 138 of the Companies act 2013 read with Companies
(Accounts) Rules, 2014, the board on recommendation of the Audit committee, appointed Mr.
Shailesh Shringi, Chartered Accountant, Kolhapur as the Internal Auditor of the Company.
The Management regularly reviews the findings of the Internal Auditor and effective steps
to implement any suggestions/observations of the Internal Auditors are taken and monitored
regularly. In addition, the Audit Committee of the Board regularly addresses significant
issues raised by the Internal Auditor.
23. INTERNAL FINANCIAL CONTROL
The Board of Directors has laid down Internal Financial Controls within the meaning of
the explanation to Section 134(5) (e) of the Companies Act, 2013. The Company has an
internal financial control system commensurate with the size and scale of its operations
and the same has been operating effectively.
24. CORPORATE RESPONSIBILITY STATEMENT (CSR):
The Company is not required to spend any amount for CSR activities at present.
25. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the
best of their knowledge and ability, confirm that:
1. in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
2. the Directors had selected such accounting policies and applied them consistently
and 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 profit and loss of the Company for that period;
3. the Directors had taken proper and sufficient care 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;
4. the Directors had prepared the annual accounts on a going concern basis;
5. the Directors, further state that they have laid down internal financial controls to
be followed by the Company and that such internal financial controls are adequate and were
operating effectively;
6. 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.
26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO:
The information as required under Section 134(3)(m) of The Companies Act, 2013 read
with Rule 8(3) of The Companies (Accounts) Rules, 2014 with respect to conservation of
energy, technology absorption and foreign exchange earnings and outgo is given below:
|
A. Conservation of energy: |
|
(i) |
the steps taken or impact on conservation of energy; |
N.A |
(ii) |
the steps taken by the Company for utilising alternate sources of
energy; |
N.A |
(iii) |
the capital investment on energy conservation equipments; |
N.A |
B. Technology absorption:
The Company's operations do not require significant absorption of technology.
C. Foreign exchange earnings and Outgo:
Particulars |
Current Year |
|
Previous Year |
|
|
In Rs |
In USD |
In Rs |
In USD |
Foreign Exchange Earnings |
Nil |
Nil |
Nil |
Nil |
Foreign Exchange Outgo |
Nil |
Nil |
Nil |
Nil |
27. AUDIT COMMITTEE:
As on March 31, 2023 the Audit committee comprises Mr. Kishor Deomal Gambani
(Independent Director) Mr. Pradeep Kadekar (Independent Director) and Mrs. Jayashree Ashok
Patil (Managing Director). Ms. Kritika Agarwal Company Secretary was secretary to
committee. All members of the Audit Committee possess accounting and financial management
knowledge.
The committee has been carrying out its responsibility in accordance with the
provisions of the Act. The committee had met 4 (Four) times on 09-05-2022, 08-08-2022,
14-11-2022 and 14-02-2023 during the year.
Board has accepted all the recommendations of Audit Committee. Details of attendance of
committee meetings are as below.
|
Designation |
Number of Meetings |
Name of the Director |
|
Held |
Attended |
Kishor Deomal Gambani |
Chairman |
4 |
4 |
Jayshree Ashok Patil |
Member |
4 |
4 |
Pradeep Kadekar (Appointed w.e.f. 23-07-2022) |
Member |
3 |
3 |
Jitendra Shankar Patil ( Resigned w.e.f. 29-08-2022) |
Member |
2 |
2 |
28. NOMINATION AND REMUNERATION COMMITTEE:
As on March 31, 2023 the Nomination and Remuneration committee comprises Mr. Kishor
Deomal Gambani (Independent Director) Mr. Pradeep Kadekar (Independent Director) and Mr.
Ashok Patil (Director). Ms. Kritika Agarwal, Company Secretary was secretary to committee.
The Committee functions in accordance with the terms and reference of the policy. The
committee had met 5 (Five) times on 09-05-2022, 23-07-2022, 08-08-2022, 14-11-2022 and
14-02-2023 during the year.
Details of attendance of committee meetings are as below.
|
Designation |
Number of Meetings |
Name of the Director |
|
Held |
Attended |
Kishor Deomal Gambani |
Chairman |
5 |
5 |
Ashok Patil |
Member |
5 |
5 |
Pradeep Kadekar (Appointed w.e.f. 23-07-2022) |
Member |
3 |
3 |
Jitendra Shankar Patil ( Resigned w.e.f. 29-08-2022) |
Member |
3 |
3 |
29. STAKEHOLDER'S RELATIONSHIP COMMITTEE:
As on March 31, 2023 the Stakeholder's Relationship committee comprises Mr. Kishor
Deomal Gambani (Independent Director) Mr. Pradeep Kadekar (Independent Director) , Mrs.
Jayashree Patil (Managing Director) and Mr. Ashok Patil (Director). Ms. Kritika Agarwal
Company Secretary of the company was secretary to committee.
This Committee has been formed to comply with the norms of the SEBI (Listing Obligation
and Disclosure Requirement) Regulations 2015. The Committee has been carrying out its
functions very smoothly and to enable the same had met 4 times on 09-05-2022, 08-08-2022,
14-11-2022 and 14-02-2023 during the year.
Details of attendance of committee meetings are as below.
|
Designation |
Number of Meetings |
Name of the Director |
|
Held |
Attended |
Kishor Deomal Gambani |
Chairman |
4 |
4 |
Ashok Patil |
Member |
4 |
4 |
Jitendra Shankar Patil ( Resigned w.e.f. 29-08-2022) |
Member |
2 |
2 |
Jayashree Patil |
Member |
4 |
4 |
Pradeep Kadekar (Appointed w.e.f. 23-07-2022) |
Member |
3 |
3 |
30. VIGIL MECHANISM:
The Company has adopted a Whistle Blower Policy establishing vigil mechanism the
Directors and employees to report their genuine concerns about unethical behavior, actual
or suspected fraud or violation of the company's code of conduct; providing adequate
safeguards against victimization; providing direct access to the higher levels of
supervisors and/or to the Chairman of the Audit Committee, in appropriate or exceptional
cases., to provide a formal mechanism to the Directors and employees to report their
concerns about unethical behavior, actual or suspected fraud or violation of the Company's
Code of Conduct or ethics policy.
The Policy provides for adequate safeguards against victimization of employees who
avail of the mechanism and also provides for direct access to the Chairman of the Audit
Committee. It is affirmed that no personnel of the Company has been denied access to the
Audit Committee. The policy of vigil mechanism is available on the website of the company
i.e. www.datiware.com.
During the year under review no fraud is reported by Statutory Auditors of the company.
31. PERFORMANCE OF EMPLOYEES:
1) The information required under Section 197 of the Act read with rule 5(1) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given
below:
Name of Designation Director /KMP |
Remuneration of Directors / KMP for the year ended 31st March 2023
(Rs in lakhs) |
Ratio to median Remuneration |
% Increase in remuneration for the year ended 31st March 2023 |
Ashok Patil Director |
NIL |
NA |
NA |
Jayshree Managing Patil Director |
NIL |
NA |
NIL |
Jitendra Independent Patil director |
NIL |
NA |
NA |
Kishore Independent Gambani director |
NIL |
NA |
NA |
Nachiket Chief Financial Patil Officer |
NIL |
NA |
NA |
Pradeep Independent Kadekar director |
NIL |
NA |
NA |
Kritika Company Agarwal Secretary |
1.44 |
1.09 |
NIL |
NOTE: 1. a. However, no remuneration is paid to any directors.
b. Ms Kritika Agarwal was appointed as Company Secretary and Compliance Officer of the
Company w.e.f. 06th June 2020. There has been no increase in her remuneration
hence percentage increase in remuneration is not applicable.
2. The percentage increase in the median remuneration of employees in the
financial year 2022-2023: NIL
3. The number of permanent employees on the rolls of company: 7
4. Average percentile increase already made in the salaries of employees other
than the managerial personnel in the last financial year and its comparison with the
percentile increase in the managerial remuneration and justification thereof and point out
if there are any exceptional circumstances for increase in the managerial remuneration:
Since the company has just started operations there has been no increase in Managerial
remuneration. Further there is no increase in remuneration of other employees hence there
are no exceptional circumstances for increase in the managerial remuneration.
5. The key parameters for any variable component of remuneration availed by the
directors: No remuneration has been paid to Directors on the basis of variable component.
6. We hereby affirm that the remuneration is as per policy recommended by
Nomination and Remuneration committee and adopted by the Company.
2) Details of the top ten employees of the Company in terms of remuneration
drawn as required pursuant to 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules,2014 :
Sr . No . |
Name of employee |
Designati on |
Remunerati on (P.M.) |
Nature of Employme nt (contract ual or otherwise ) |
Qualification |
Experience (in years) |
Date for commencem ent |
Ag e |
Last Employeme nt |
% of Equity Shares held in the Compa ny |
1 |
Kritika Agarwal |
Company Secretar y |
12,000 |
Permanent |
CS, B.com |
3 |
21/01/2019 |
25 |
NA |
0 |
2 |
Nachiket Patil |
Chief Financial Officer |
NIL |
Permanent |
MBA |
14 |
07/12/2017 |
38 |
NA |
0.10% |
3 |
Mahendra Ghag |
Farm Technicia n |
22000 |
Permanent |
Fishery Diploma |
6 |
01/02/2020 |
29 |
NA |
0 |
4 |
Rahul Jagtap |
Farm Manager |
20000 |
Permanent |
Fishery Diploma |
12 |
21/01/2019 |
36 |
NA |
0 |
5 |
Baburao Bhoir |
Electricia n |
10000 |
Permanent |
ITI |
17 |
01/01/2020 |
40 |
NA |
0 |
6 |
Chandraka nt Bhoir |
Watchma n |
7000 |
Permanent |
SSC |
2 |
01/04/2018 |
55 |
NA |
0 |
Note:
1. There are only 6 employees.
2. Mr. Nachiket Patil the CFO of the Company is the son of Mr Ashok Patil,
Director and Mrs. Jayashree Patil, MD of the Company.
32. DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES:
The Company does not have Subsidiary/Joint Ventures/Associate Companies.
33. COST AUDIT:
As per Section 148 of the Act, the Company is not required to maintain and have the
audit of its cost records conducted by a Cost Accountant in practice
34. RISK MANAGEMENT:
The Board of the Company has formed a Risk Management Committee in accordance with the
provisions of the Act and Regulation 17(9) of the Listing Regulations. The Committee is
responsible for reviewing the risk management plan and ensuring its effectiveness. The
audit committee has additional oversight in the area of financial risks and controls.
Policy to manage risk is also placed on the website of the Company. During the year, risk
analysis and assessment was conducted and the details of the same are covered in the
Management Discussion and Analysis Report of the Company.
35. FAMILIARIZATION PROGRAMME:
Pursuant to Regulation 25 of the SEBI (Listing Obligation and Disclosure Requirement)
Regulations 2015 , the Company has formulated a programme for familiarizing the
Independent Directors with the Company, their roles, rights, responsibilities in the
Company, nature of the industry in which the Company operates, business model of the
Company etc. through various initiatives. Details of the Familiarization Programme of the
Independent Directors are available on the website of the Company.
36. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
The Company has adopted a policy on Prevention, Prohibition and Redressal of Sexual
Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women
at Workplace Prevention, Prohibition and Redressal) Act 2013 and the Rules thereunder
which is available on the website of the Company. The Policy aims to provide protection to
employees at the work place and prevent and redress complaints of sexual harassment and
for matters connected or incidental thereto, with the objective of providing a safe
working environment, where employees feel secure.
The Company has not received any complaint of sexual harassment during the financial
year 2022-23.
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 of during the year:
(a) Number of complaints pending at the beginning of the year: NIL
(b) Number of complaints received during the year: NIL
(c) Number of complaints disposed off during the year: NIL
(d) Number of cases pending at the end of the year.: NIL
37. COMPLIANCE WITH SECRETARIAL STANDARDS
During the year under review, your Company has complied with all the applicable
secretarial standards. The same has also been confirmed by Secretarial Auditors of the
Company.
38. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE ACCOUNT
The Company does not have any equity shares lying in the demat suspense
account/unclaimed suspense account of the Company as on 31 March 2023. Hence disclosures
required under Part F of Schedule V of the Listing Regulations is not applicable
39. ACKNOWLEDGEMENT:
Your Directors wish to place on record their appreciation for the co-operation extended
by all the employees, Bankers, Financial Institutions, various State and Central
Government authorities and stakeholders.
On behalf of the Board of Directors
|
Jayashree Patil |
Ashok Patil |
Place: Pune |
Managing Director |
Director |
Date: 02-09-2023 |
(DIN 02419826) |
(DIN 00766354) |
|