Abhishek Integrations Ltd Directors Report

<dhhead>BOARD OF DIRECTORS’ REPORT </dhhead>

Dear Shareholders,

Your Directors have pleasure in presenting 6^th Annual Report on the Business and Operations of the Company together with the Audited Financial Statements for the Financial Year ended 31^st March, 2023. 

FINANCIAL HIGHLIGHTS

		(Rs. In Lakhs)
Particulars	2022-23	2021-22
Revenue from Operations	2255.18	1324.60
Other Income	6.87	5.48
Total Income	2262.05	1330.08
Total Expenses	2171.17	1268.08
Profit Before Tax	90.88	62
Less: Current Tax	22.22	9.68
Deferred Tax	1.41	1.98
Profit for the Year	67.25	50.34

FINANCIAL PERFORMANCE

For the financial Year 2022-23, your Company recorded net sales of Rs. 2255.18 lakhs as against Rs. 1324.60 lakhs in the previous year and thereby recording the increase in the net sales by 70.25% over previous year. Further for the Financial Year 2022-23, the company achieved Net Profit of Rs. 67.25 lakhs as compared to Rs. 50.34 lakhs in the previous financial year.

Earnings per share have increased from Rs. 1.80 to Rs. 2.23 in the FY 2022-23 recording a growth of 23.89%.

CHANGE IN NATURE OF BUSINESS

During the year, your Company has expanded its business in other segment as well in the interest of the Company and its stakeholders. Object clause of Memorandum of Association of Company was altered and approved by the members in the 05^th Annual General Meeting of the Company.

DIVIDEND

Considering the future prospects and business planning, the Board has decided to retain the profit in the Company; hence, the board has not recommended any dividend for the financial year 2022-23.

BONUS

The Board has considered and approved the issue of 1 bonus equity share of the face value of Rs.10/- each against 1 equity shares of the face value of Rs. 10/- each. This is subject to shareholder’s approval.

TRANSFER TO RESERVE

Your Directors do not propose transfer of any amount to the General Reserves. Full amount of net profit are carried to Reserve & Surplus account of the Company.

CHANGES IN SHARE CAPITAL Authorized Share Capital

The present Authorised Capital of the Company is Rs. 3,50,00,000/- divided into 35,00,000 Equity Shares of Rs. 10/- each.

The Board of Directors, at its meeting held on June 15, 2023, approved the increase in Authorised Share Capital of the Company from Rs. 3,50,00,000/- to Rs. 6,03,00,000/- and issue of bonus shares in the proportion of 1 (One) New Equity Share of Rs. 10 each for every 1 (One) existing Equity Shares of Rs. 10 each, subject to approval of the Shareholders. Approval of the Shareholders is being sought in ensuing Annual General Meeting to be held on July 11, 2023.

Issued, Subscribed & Paid-up Capital

The present Issued, subscribed and Paid-up Capital of the Company is Rs. 3,01,07,850/- divided into 30,10,785 Equity Shares of Rs. 10/- each.

The entire Paid-up Equity Capital of the Company is listed at National Stock Exchange of India Limited (NSE).

The Company has not issued any shares with differential rights, sweat equity shares, equity shares under Employees Stock Option Scheme during the year.

LISTING FEES

The Annual Listing Fees for the Financial Year 2023-24 have been paid to National Stock Exchange of India Limited (NSE) where the Companys Shares are listed.

FINANCE

During the year under review the Company availed credit facilities from the Bankers as per the business requirements. Your Company has been regular in paying interest and in repayment of the principal amount of the term lenders.

THE NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES DURING THE YEAR

The Company does not have any Subsidiary, Joint Venture or Associate Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis report is annexed hereto and marked as

“Annexure-A”.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All transactions/contracts/arrangements entered into 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 were in ordinary course of business and on an arm’s length basis. Further, none of these contracts / arrangements / transactions with related parties could be considered material in nature as per the thresholds given in Rule 15(3) of the Companies (Meetings of Board and its Powers) Rules, 2014 and hence no disclosure is required to be given in this regard. For the purpose of compliance AOC-2 is attached as “Annexure-B”

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report as Annexure-C.

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report.

Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any Member interested in obtaining a copy of the same may write to the Company Secretary & Compliance Officer.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards have been duly followed by the Company during the year.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

No significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future during the year.

DISCLOSURE OF MAINTENANCE OF COST RECORDS

The Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the companies act, 2013. Accordingly, such accounts and records are not made and maintained by the Company.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. There is no change in the composition of the Board of Directors during the financial year 2022-23. None of the Directors is disqualified as on 31st March, 2023 from being appointed as a Director under Section 164 of the Act.

In accordance with the provisions of the Articles of Association and Section 152 of the Companies Act, 2013, Mrs. Jyoti Sanjay Dubey (DIN 07177326), Whole-time Director of the Company retires by rotation at the ensuing annual general meeting. She, being eligible, has offered herself for reappointment as such and seeks re-appointment. The Board of Directors recommends her appointment on the Board.

The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and  Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and Secretarial Standards-II issued by ICSI, of the person seeking appointment / re-appointment as Directors are annexed to the Notice convening the fourth annual general meeting.

Key Managerial Personnel

In accordance with Section 203 of the Companies Act, 2013, the Company has already appointed Mr. Sanjay Narbada Dubey as Chairman and Managing Director of the Company, Mrs. Jyoti Sanjay Dubey as Whole-Time Director, Mr. Ravindra Matvarsingh Rawat as Chief Financial Officer and Ms. Hetal Karshanbhai Vaghela as Company Secretary and Compliance Officer of the Company. Further, there was no change in the Key Managerial Personnel of the Company during the financial year 2022-23.

Performance Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Companies Act, 2013 in the following manners;

? The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.

? The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

? The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

? In addition, the performance of chairperson was also evaluated on the key aspects of his role.

Separate meeting of independent directors was held to evaluate the performance of non-independent directors, performance of the board as a whole and performance of the chairperson, taking into account the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated .

DISCLOSURE FROM INDEPENDENT DIRECTORS

In terms of Section 149 of Companies Act, 2013 and the SEBI Listing Regulations, Mr. Sanjay Dayalji Kukadia and Miss. Rima Amitbhai Dalal are the Independent Directors of the Company as on date of this report.

The Company has received a declaration from the Independent Directors of the Company under Section 149(7) of Companies Act, 2013 and 16(1)(b) of Listing Regulations confirming that they meet criteria of Independence as per relevant provisions of Companies Act, 2013 for financial year 2022-23. The Board of Directors of the Company has taken on record the said declarations and confirmation as submitted by the Independent Directors after undertaking due assessment of the veracity of the same. In the opinion of the Board, they fulfill the conditions for Independent Directors and are independent of the Management. All the Independent Directors have confirmed that they are in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

None of Independent Directors have resigned during the year.

COMMITTEES OF THE BOARD OF DIRECTORS

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority.

The following Committees constituted by the Board function according to their respective roles and defined scope:

? Audit Committee

? Nomination and Remuneration Committee

? Stakeholders’ Relationship Committee

? Vigil Mechanism Committee

During the year under review, all recommendations made by the various committees have been accepted by the Board.

AUDIT COMMITTEE

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.

The scope and terms of reference of the Audit Committee have been framed in accordance with the Act.

Composition of Audit Committee:

Name of Members	Designation	Membership in Committee
Mr. Sanjay Dayalji Kukadia	Independent Director	Chairman
Ms. Rima Amitbhai Dalal	Independent Director	Member
Mr. Sanjay Narbada Dubey	margin-top:3.0pt;margin-right:0in;margin-bottom: 3.0pt;margin-left:0in;mso-pagination:none>Non-Executive Non- Independent Director	Member

There was no change in the composition of the Audit Committee during the financial year 2022-23. Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board of Directors

VIGIL MECHANISM COMMITTEE

Vigil Mechanism Committee constituted in terms of Sub-Section 9 of Section 177 of the Companies Act, 2013 for the directors and employees of the Company to report their genuine concerns or grievances.

Composition of Vigil Mechanism Committee:

Name of Members	Designation	Membership in Committee
Mr. Sanjay Dayalji Kukadia	Independent Director	Chairman
Ms. Rima Amitbhai Dalal	Independent Director	Member
Mr. Sanjay Narbada Dubey	Managing Director (Executive)	Member

There was no change in the composition of the Audit Committee during the financial year 2022-23.

Vigil Mechanism/Whistle Blower Policy

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of Company’s Code of Conduct. The Policy is available on website of Company at http://abhishekintegrations.com/wp-content/uploads/2023/01/Whistle-Blower-Policy.pdf there were no cases reported during the last period

NOMINATION AND REMUNERATION COMMITTEE:

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 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.

Composition of Nomination and Remuneration Committee:

Name of Members	Designation	Membership in Committee
Mr. Sanjay Dayalji Kukadia	Independent Director	Chairman
Ms. Rima Amitbhai Dalal	Independent Director	Member
Mr. Narbada Bhujavan Dubey	Non-Executive Non- Independent Director	Member

There was no change in the composition of the Audit Committee during the financial year 2022-23.

Nomination and Remuneration Policy:

Nomination and Remuneration Policy in the Company is designed to create a high performance culture. It enables the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company. The Company pays remuneration by way of salary to its Executive Directors and Key Managerial Personnel. The policy is available on the website of the Company at http://abhishekintegrations.com/wp-content/uploads/2023/01/Nomination-Remuneration-Policy.pdf

STAKEHOLDERS RELATIONSHIP COMMITTEE:

A Stakeholders Relationship Committee constituted in terms of Section 178 of the Companies Act, 2013.

Composition of Stakeholders Relationship Committee:

Name of Members	Designation	Membership in Committee
Mr. Narbada Bhujavan Dubey	Non-Executive Non- Independent Director	Chairman
Mr. Sanjay Narbada Dubey	Managing Director (Executive)	Member
Mrs. Jyoti Sanjay Dubey	Whole-time Director	Member

RISK MANAGEMENT POLICY:

The Company has a Risk Management Policy, which periodically assess the threats and opportunities that will impact the objectives set for the Company as a whole. The Policy is designed to provide the categorization of risk into threat and its cause, impact, treatment and control measures. As part of the Risk Management Policy, the relevant parameters for protection of environment, safety of operations and health of people at work are monitored regularly.

CORPORATE GOVERNANCE REPORT:

The Company being SME Listed is not required to disclose corporate governance report for the financial year 2022-23 as a part of Annual report, pursuant to the provisions of Regulation 15 of SEBI (Listing obligations and disclosure requirements), 2015.

AUDITORS & AUDITORS’ REPORT Statutory Auditor:

In accordance with Section 139 of Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, at the 4^th Annual General Meeting held on 31^st May, 2021, the Members approved appointment of M/s. Gattani & Associates, Chartered Accountants (FRN: 103097W) to hold office from the conclusion of the 4^th Annual General Meeting until the conclusion of the 10^th Annual General Meeting on such remuneration as may be fixed by the Board apart from reimbursement of out of pocket expenses as may be incurred by them for the purpose of audit.

The Auditors’ Audit Report does not contain any qualifications, reservations, adverse remarks or disclaimers.

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Hardik Jetani & Associates, Practicing Company Secretary to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as Annexure-D forming part of this report.

The Secretarial Auditors’ Audit Report does not contain any qualifications, reservations, adverse remarks or disclaimers.

Internal Auditors:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, the Company has appointed M/s. Nilesh K. Agrawal & Co., Chartered Accountants to undertake the Internal Audit of the Company.

MEETINGS OF BOARD OF DIRECTORS

During the year under review, there were 13 (Thirteen) Board Meetings held dated April 15, 2022, May 06, 2022, June 15, 2022, August 01, 2022, September 12, 2022, October 27, 2022, November 14, 2022, December 09, 2022, December 19, 2022, February 02, 2023, February 13, 2023, February 23, 2023 and March 30, 2023. The prescribed quorum was present for all the Meetings.

The intervening gap between two board meetings was within the period prescribed under the Companies Act, 2013 and the Secretarial Standard-I. The prescribed quorum was presented for all the Meetings.

PARTICULARS OF LOANS AND INVESTMENT

There were no loans, guarantees or investments made by your Company under the provisions of Section 186 of the Companies Act, 2013 during the period under review.

WEB LINK OF ANNUAL RETURN

The details forming part of Annual Return as required under Section 92 of the Companies Act, 2013 will be made available at the website of the Company at http://abhishekintegrations.com.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:

a) Conservation of energy:

Since the company does not carry on any manufacturing Activities, the provision regarding this disclosure is not Applicable.

b) Technology absorption:

There is no specific area in which company has carried out any Research & Development. No technology has been imported as the company does not carry on any manufacturing activity.

c) Foreign exchange earnings and Outgo:

i. Foreign Exchange Earnings: NIL

ii. Foreign Exchange Outgo: NIL

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company is committed to provide a safe and conducive work environment to its employees. During the year under review your company has taken reasonable measures to provide safe working environment for all female workers.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

PUBLIC DEPOSITS

The Company has not accepted any deposits from public during the year under review, and as such, no amount of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates and the date of this report.

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.

The internal audit is carried out by M/s. Nilesh K. Agrawal & Co., Chartered Accountants, Internal Auditors of the Company for the Financial Year 2022-23 under review. The periodical audit reports, including significant audit observations and corrective actions there-on, are presented to the Chairman of the Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is not covered under class of Companies as specified under Section 135 of the Companies Act, 2013; hence, reporting requirement pertaining to CSR Committee and CSR is not applicable to our Company during the year under review.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013 the Board of Directors of the Company confirms that- a. In the preparation of the annual accounts for the year, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same. b. The Directors have 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 as at March 31, 2023 and of the profit of the Company for the year ended on that date. c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. d. The Directors have prepared the annual accounts on a going concern basis. e. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such system are adequate and operating effectively.

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

There are no shares in the demat suspense account or unclaimed suspense account in the Company during the year.

GENERAL INFORMATION

? There was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

ACKNOWLEDGMENT

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the banks, Government authorities, customers, vendors, members and stakeholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company’s executives, staff and workers.

For and on behalf of the Board

ABHISHEK INTEGRATIONS LIMITED

Sd/-

SANJAY NARBADA DUBEY

Chairman & Managing Director

DIN: 02218614

Dated: 15/06/2023

Place: Ahmedabad