Your Directors with immense pleasure present their 3rd Annual Report of REDTAPE Limited (“Company”) on the business and operations together with the Audited Financial Statements of the Company for the financial year ended March 31, 2024.
The Key highlights of Financial Performance of the Company for the year along with previous year figures are as follows.
FINANCIAL HIGHLIGHTS
The Audited Financial Statements of the Company as on 31st March, 2024, are prepared in accordance with the relevant applicable Indian Accounting Standards (“Ind AS”) and the provisions of the Companies Act, 2013. The Company’s Standalone and Consolidated financial performance for the year ended March 31,2024, is summarized below:
|
(' in Lakh)
|
|
Particulars
|
Standalone result
|
Consolidated result
|
| |
FY 2023-24
|
FY 2022-23
|
FY 2023-24
|
FY 2022-23
|
|
Total Income
|
184464
|
146533
|
185597
|
147483
|
|
Total Expenditure
|
161735
|
128421
|
161973
|
128573
|
|
Profit/(Loss) before tax
|
22729
|
18112
|
23624
|
18910
|
|
Tax Expense
|
5749
|
4505
|
6000
|
4695
|
|
Profit/(Loss) after tax
|
16980
|
13607
|
17624
|
14215
|
|
Paid-up Share Capital
|
2765
|
2765
|
2765
|
2765
|
|
Reserves and Surplus
|
60453
|
43847
|
62079
|
44911
|
PERFORMANCE HIGHLIGHTS
On consolidated basis, the revenue from operations for FY2024 is '184292 lakhs against '146831 lakh in the previous year. The Profit after tax is '17624 lakhs against Profit of '14215 lakh during the previous year.
On a Standalone basis, the revenue from operations for FY2024 is '183187 lakh against '145882 lakh in the previous year. The profit after tax is '16980 lakh against '13607 lakh during the previous year.
Your Directors are putting in their best efforts for the growth of the top line and bottom-line of the Company.
BUSINESS OVERVIEW AND STATE OF AFFAIRS
Detailed information on the Company’s affairs is provided in the report on Management Discussion and Analysis, which forms part of this Annual Report.
MATERIAL DEVELOPMENTS DURING THE FINANCIAL YEAR 2023-24
The Board of Directors of the Company, in its meeting held on December 10, 2021, had approved a Composite
Scheme of Arrangement of RTS Fashions Private Limited, Mirza International Limited, REDTAPE Limited and their respective shareholders and creditors under sections 230 to 232 of the Companies Act, 2013 read with section 66 of the Companies Act 2013 and other applicable provisions, if any (hereinafter referred to as “the Scheme”).
The Scheme, inter-alia, provided for (a) Amalgamation of RTS Fashions Private Limited with Mirza International Limited; and (b) De-merger of Branded Business/ REDTAPE Business of Mirza International Limited into REDTAPE Limited.
The Scheme was duly sanctioned by the Hon’ble National Company Law Tribunal, Allahabad Bench, Prayagraj (“NCLT”) by way of an order dated February 21, 2023 (“Order”) certified copy of which order was issued on February 24, 2023. Pursuant to the Scheme the Branded Business/ REDTAPE Business of Mirza International Limited was demerged into the Company w.e.f. February 25, 2023. The Equity shares of your Company got listed with BSE Limited and National Stock Exchange of India w.e.f. August 11,2023, resulting in the change of status of the Company from unlisted Company to listed Company.
Material Changes and Commitments affecting the Financial Position
There are no material changes and commitments affecting the financial position of the Company between the end of the FY 2023-2024 and the date of this report. There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.
THE NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR;
During the year under review, there is no such Company which has ceased to become a subsidiary Company.
DIVIDEND
The Board of Directors of your Company has decided to retain and plough back the profits into the business of the Company, thus no dividend being recommended for the Financial Year 2023-24. .
DIVIDEND DISTRIBUTION POLICY
Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “Listing Regulations”) (as amended from time to time), the Company has Dividend Distribution Policy in place which can be accessed on the website of the Company at https://about.redtape.com/ assets/investor-pdf/code_of_conducts_and_policies/ Dividend-Distribution-Policy.pdf.
TRANSFER TO RESERVES
The Board of the Directors has decided to retain the entire amount of profit for the Financial Year 2023-24, in the statement of profit & loss.
CHANGE IN NATURE OF BUSINESS OF THE COMPANY
There has been no change in the nature of business of the Company.
SHARE CAPITAL
There were no changes in the share capital of the Company during the year under review.
Authorized share capital of the Company is '30,02,00,000 divided into 13,82,01,900 Equity Shares of '2 each and 50,000, 9% Compulsorily Redeemable Preference Shares Preference shares of '2 each aggregating of '1,00,000.
|
The paid-up share capital of the Company as on 31st March 2024 is as follows:
|
|
Particulars
|
No. of
|
Face
|
| |
shares
|
value
|
|
Equity Share
|
13,82,01,900
|
'2 each
|
|
9% Compulsorily Redeemable Preference Shares
|
50,000
|
'2 each
|
ANNUAL RETURN
In accordance with the provisions of Section 92(3) read with section 134(3)(a) of the Companies Act, 2013 and Rules framed thereunder, an annual return in the prescribed format for the financial year 2023-24 is available on the website of the Company at https://about.redtape.com/assets/ investor-pdf/annual_return/Draft-Annual-Return-23-24.pdf
NUMBER OF MEETINGS OF THE BOARD
During the Financial Year 2023-24, 8 (Eight) Board meetings were held and the details of same are given in the Corporate Governance Report forming part of this Annual Report. The intervening gap between consecutive meetings was not more than one hundred and twenty (120) days as prescribed by the Companies Act, 2013 and applicable provisions.
DEPOSIT
During the year under review, the Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Provisions of Section 135 of the Companies Act, 2013 are applicable to the Company for the financial year 2023-24. Thus, requirements for the Annual Report on CSR activities is applicable to the Company for the year 2023-24.
The Board of Directors of your Company had constituted Corporate Social Responsibility (CSR) Committee on April 07, 2023. The CSR Committee comprises of Mr. Shuja Mirza - Managing Director as Chairman, Mr. Arvind Verma - Whole Time Director, Dr. Yashvir Singh - Independent Director and Dr. Rajshree Saxena - Independent Director as members.
The terms of reference of the Corporate Social Responsibility (CSR) Committee is provided in the Corporate Governance Report. Your Company has also formulated a Corporate Social Responsibility Policy (CSR Policy) which is available on the website of the Company at https://about.redtape. com/assets/investor-pdf/code_of_conducts_and_policies/ CSR_Policy.pdf .
Initiatives taken by the Company during the Year are as follows:
Members may take note that to strengthen & protect the rich cultural heritage of our nation, Company has Adopted a Heritage Scheme 2.0, a scheme of Ministry of Culture of Government of India. Under this scheme, our Company has shown willingness to adopt monuments as approved by Archeological Scheme of India (ASI) via. Sabhyata Foundation, a company incorporated under Section 8 of Companies Act, 2013
Our company has shown keen interest and have already taken necessary steps for adoption of heritages i.e. Mori Gate, Kashmiri Gate & Ajmeri Gate (images as attached here for your reference). Also, other initiative has been taken relating to Skill Development & medical treatment facility to the needy person etc. For complete details with visuals, refer separate sections of CSR & Adopt Heritage of the Annual Report. CSR activities are provided in Annexure V to this report.
DIRECTORS
During the financial year 2023-24, following were the changes in the Board of Directors of the Company:
1. The Board of Directors in its meeting held on July 17, 2023 had approved appointment of Ms. Sunanda (DIN: 10243709) as Whole time Director of the Company w.e.f. August 1, 2023 for a term of three (3) years.;
2. The Board of Directors in its meeting held on July 17, 2023 took note and accepted the resignation of Mr. Narendra Prasad Upadhyaya (DIN: 00049196) as Whole time Director from the Board of the Company w.e.f. August 31,2023.
3. The Board of Directors in its meeting held on September 01, 2023 and the members in their meeting held on September 30, 2023 had approved the appointment of Mr. Rashid Ahmed Mirza as Whole-Time Director designated as Executive Chairman of the Company for a term of five (5) years w.e.f. 1st September, 2023 subject to the approval of Central Government.
Central government had approved the appointment of Mr. Rashid Ahmed Mirza as Whole-Time Director of the Company via SRN number AA5987845/CL-VII dated 26th February, 2024
In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Shuja Mirza (DIN: 01453110), Director of the Company, is liable to retire by rotation and being eligible, offer himself for reappointment. The Board recommends his re-appointment at the ensuing Annual General Meeting.
INDEPENDENT DIRECTORS
Your Company is having ideal composition of Independent Directors to steer the Company at the path of growth with approach of integrity and transparency, in term of Section 149 of the Companies Act & SEBI , Dr. Yashvir Singh (DIN 00049360) , Mr. Subhash Chander Spara (DIN: 00049243) & Mrs. Rajshree Saxena (DIN: 09784592), were appointed as Independent Director of the Company on April 07, 2023, whereas Mr. Sanjay Bhalla was appointed as NonExecutive Director on December 10, 2021 designated as Independent Director on April 07, 2023. A brief profile of all Independent Director is given at the start of the Annual Report under the heading “Leading the way to success”.
The Board of Directors has received declarations from all the Independent Directors of the Company appointed during the financial year 2023-24 confirming that they meet with criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1 )(b) read with Regulation 25 of the Listing Regulations. The Board is of the opinion that they are people of integrity and possess relevant expertise and experience.
In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board.
KEY MANAGERIAL PERSONNEL
In terms of the provisions of section 2(51) and 203 of the Companies Act, 2013, during the financial year 2023-24, the Company has following whole-time Key Managerial Personnel (“KMP”):
|
S.
No.
|
Name of KMP*
|
Designation
|
Date of Appointment
|
Date of Cessation
|
|
1.
|
Mr. Rashid Ahmed Mirza
|
Chairperson & Whole-Time Director
|
01.09.2023
|
Continuing
|
|
2.
|
Mr. Shuja Mirza
|
Managing Director
|
22-03-2023
|
Continuing
|
|
3.
|
Mr. Narendra Prasad Upadhyaya
|
Whole time Director
|
22-03-2023
|
31-08-2023
|
|
4.
|
Mr. Arvind Verma
|
Whole time Director
|
22-03-2023
|
Continuing
|
|
5.
|
Ms. Sunanda
|
Whole time Director
|
01-08-2023
|
Continuing
|
|
6.
|
Mr. Abhinav Jain
|
Chief Financial Officer
|
22-03-2023
|
Continuing
|
|
7.
|
Ms. Nandita Singh
|
Company Secretary & Compliance Officer
|
22-03-2023
|
17-07-2023
|
|
8.
|
Mr. Nand Kishore Sharma
|
Company Secretary & Compliance Officer
|
22-07-2023
|
01-09-2023
|
|
9.
|
Ms. Sakshi Mehta
|
Company Secretary & Compliance Officer
|
01-09-2023
|
07-10-2023
|
|
10.
|
Mr. Akhilendra Bahadur Singh
|
Company Secretary & Compliance Officer
|
08-12-2023
|
Continuing
|
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013
Pursuant to Section 134(3)(g) of the Companies Act, 2013 during the year under review the Company has not given any loan or guarantee or provided any security in connection with loan covered under the provisions of Section 186 of the Companies Act, 2013.
Further the details of Investments covered under the provisions of Section 186 of the Companies Act, 2013 are as below:
|
Sl
No
|
Name of the Body Corporate
|
Amount of Investment
|
|
1.
|
REDTAPE Bangla Limited*
|
'4096724
|
|
2.
|
REDTAPE HK Limited
|
'109400
|
*Name of Mirza Bangla Limited has been changed to REDTAPE Bangla Limited (w.e.f. 12th November, 2023).
REPORT ON SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES
The Company has four (4) subsidiary companies namely:
|
Name of the Company
|
Relation with REDTAPE Limited
|
|
REDTAPE Bangla Limited (Bangladesh)
|
Subsidiary Company
|
|
REDTAPE HK Limited
|
Subsidiary Company
|
|
REDTAPE London Limited (based in England and Wales)
|
Step down subsidiary -Subsidiary of REDTAPE HK Limited
|
|
REDTAPE (Quanzhou) Sports Goods Co. Limited (Based in China)
|
Step down subsidiary -Subsidiary of REDTAPE HK Limited
|
There was no other subsidiary, joint venture or associates’ company during the financial year 2023-24.
In accordance with section 129(3) of the Companies Act, 2013, the consolidated financial statements of the Company and its subsidiary company form part of the Annual Report. Further, a statement containing performance and salient features of the financial statements
Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited f nancial statements in respect of subsidiaries, are available on the Company’s website at www.redtape.com.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188(1) OF THE COMPANIES ACT, 2013
During the year the Company had not entered into any contract / arrangement/ transaction with related parties which could be considered material for which shareholders’ approval is required in accordance with provisions of the Companies Act, 2013.
All contracts/ arrangements entered with Related Parties in terms of Section 188 of the Companies Act, 2013 were in the ordinary course of business and on an arm’s Length basis. Thus, disclosure in Form AOC-2 in terms of Section 134 of Companies Act, 2013 is not required, (refer Annexure -I).
The policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website at https://about.redtape.com/assets/investor-pdf/code_of_ conducts_and_policies/Related-Party-Transaction-Policy. pdf
REDTAPE (Quanzhou) Sports Goods Co. Limited (Based in China) incorporated on 29th February, 2024
HUMAN RESOURCES DEVELOPMENT AND INDUSTRIAL RELATIONS
The human resources development function of the Company is guided by a strong set of values and policies. Your Company strives to provide the best work environment with ample opportunities to grow and explore. Your Company maintains a work environment that is free from physical, verbal and sexual harassment. The details of initiatives taken by the Company for development of human resources are given in Management Discussion and Analysis Report. The Company maintained healthy, cordial and harmonious industrial relations at all levels during the year under review.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information under section 134(3)(m) of the Companies Act, 2013, read with rule 8(3) of Companies (Accounts) Rules, 2014 is given in Annexure-II to this Report
PARTICULARS OF REMUNERATION OF DIRECTORS/ KMP/EMPLOYEES
Disclosure pertaining to remuneration and other details as required under section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure-III to this Report.
The Statement containing the particulars of top 10 employees as required under section 197(12) of the Companies Act, 2013 read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other applicable rules (if any), is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of section 136 of the Companies Act, 2013, the said annexure is open for inspection at the registered office of the Company during the working hours for a period of twenty-one days before the date of the AGM & also, member interested in obtaining a copy, in advance of the same, may write specific to the Company.
FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS
Independent Directors are familiarized with their roles, rights and responsibilities in the Company as well as with the nature of industry and business model of the Company through presentations about the Company’s strategy, business model, product and service offerings, customers’ & shareholders’ profile, financial details, human resources, technology, facilities, internal controls and risk management, their roles, rights and responsibilities in the Company. The Board is also periodically briefed on the
various changes, if any, in the regulations governing the conduct of Independent Directors. Also, refer report on the Corporate Governance for further information. The details of the familiarization programs have been hosted on the website of the Company, at web-link .i.e. https:// about.redtape.com/assets/investor-pdf/odur46/Details-of-Familiarisation-Program-for-FY-2023-24.pdf .
STATUTORY AUDITORS
As per section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the Members of the Company in Second Annual General Meeting held on 30th September, 2023 approved the appointment of M/s Ashwani & Associates, Chartered Accountants, (Firm Registration No. 000497N), as Statutory Auditors of the Company for a term of 5 (five) consecutive years, commencing from conclusion of 2nd AGM till conclusion of 7th AGM of the Company.
In terms of the provisions of the Companies Act, 2013 and Listing Regulations, every listed entity has to ensure that the limited review or audit reports submitted to the stock exchange(s) on a quarterly or annual basis are to be given only by an auditor who has subjected himself/herself to the peer review process of Institute of Chartered Accountants of India and holds a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.
The notes on the f nancial statement referred to in the Auditors’ Report are self-explanatory and do not call for any further comments. The Auditors Report annexed with this Annual Report, does not contain any qualif cation, reservation or adverse remarks.
DETAILS REGARDING FRAUDS REPORTED BY AUDITORS UNDER SECTION 143 (12) OF THE ACT
During the year Financial Year 2023-24, the Auditors had not reported any matter under Section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Companies Act, 2013.
COST AUDITOR
The maintenance of cost records as specif ed by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is required by the Company and accordingly such accounts and records have been prepared and maintained by the Company for the financial year 2023-24. The Board of Directors has appointed Mr. A.K. Srivastava, Cost Accountant (Membership No. 10467 & FRN : 100090) as Cost Auditor to conduct the audit of cost records of the Company for the financial year 202425.
During the Financial Year 2023-24, the Auditors have not reported any qualification, reservations & adverse remark.
SECRETARIAL AUDITOR
In terms of section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. Mallika & Co., Company Secretaries as the Secretarial Auditor of the Company, for conducting the Secretarial Audit for financial year ended March 31,2024.
The Report given by the Secretarial Auditor is annexed herewith as Annexure - IV and forms an integral part of this Report. There has been no qualification, reservation or adverse remark or disclaimer in their report.
During the Financial Year 2023-24, the Auditors have not reported any qualification, reservations & adverse remark. .
As the Company has submitted the Annual Secretarial Compliance Report, pursuant to the provisions of Regulation 24A of the SEBI (LODR) Regulations read with SEBI Circulars issued in this regard to the Stock Exchanges i.e. NSE & BSE for the FY 2023-24. In this report also there are no qualification, reservations & adverse remark.
COMMITTEES OF THE BOARD OF DIRECTORS
As on date of report, the Board of Directors has constituted the following committees, in terms of the provisions of the Companies Act, 2013 and rules made thereunder and the SEBI (LODR) Regulations:
• Audit Committee
• Nomination and Remuneration Committee
• Stakeholders Relationship Committee
• Corporate Social Responsibility Committee
• Risk Management Committee
• Corporate Affairs Committee
Details of terms of reference, composition of the Committees, and the number of meetings held and attendance of various members at such meetings etc., are provided in the Corporate Governance Report, which forms part of this Report.
POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION
The Nomination and Remuneration Committee recommended to the Board of Directors, a policy on Director’s appointment and remuneration, including, criteria for determining qualifications, positive attributes, independence of a director and other matters. The said policy as approved by the Board of Directors on May 30, 2023, is uploaded on the Company’s website at https://about.redtape.com/assets/investor- pdf/code_of_ conducts_and_policies/Nomination-and-Remuneration-
Policy.pdf
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34 of the SEBI LODR, Management Discussion and Analysis Report, for the year under review, is presented in a separate section forming part of this Annual Report.
PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEE AND DIRECTORS
The Nomination & Remuneration Committee (NRC) of the Board reassessed the framework, methodology and criteria for evaluating the performance of the Board as a whole, including Board committee(s), as well as performance of each director(s) and confirms that the existing evaluation parameters are in compliance with the requirements as per SEBI guidance note dated January 5, 2017 on Board evaluation. The existing parameters includes effectiveness of the Board and its committees, decision making process, Directors’/ members’ participation, governance, independence, quality and content of agenda papers, team work, frequency of meetings, discussions at meetings, corporate culture, contribution and management of conflict of interest. The performance evaluation of the Board as a whole and its committees, namely, Audit Committee, Nomination and Remuneration Committee and Stakeholders’ Relationship Committee, as well as the performance of each director individually was carried out by the entire Board of Directors. The performance evaluation of the Non-Independent Directors and the Board of Directors, as a whole was carried out by the Independent Directors in their meeting held on January 24, 2024. The Directors expressed their satisfaction with the evaluation process.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS
No significant and material orders were passed by the regulators or courts or tribunals, impacting the going concern status and Company’s operations in future.
CREDIT RATINGS
During the year under review, the Company has obtained credit rating. For brief details of credit ratings refer Report on Corporate Governance.
CORPORATE GOVERNANCE
A report on Corporate Governance practices followed by the Company is provided in a separate section and forms an integral part of this report. The Company is required to prepare the Corporate Governance Report for the Financial Year 2023-24, therefore please refer the the Corporate Governance Report is annexed in this Annual Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Your Company realizes the importance of being transparent and accountable as an organization, which in turn, helps in strengthening the trust that stakeholders’ have placed in the Company. We consider disclosure practice as a strong tool to share strategic developments, business performance and the overall value generated for various stakeholder groups over a period of time. In compliance with Regulation 34 of Listing Regulations, the Business Responsibility and Sustainability Report (“BRSR”) is annexed as this provided in this Annual Report.
NODAL OFFICER
Mr. Akhilendra Bahadur Singh, Company Secretary and Compliance Officer of the Company has been appointed as Nodal Officer as per the provisions of IEPF. The details of the same can be accessed on the Company’s website at https://about.redtape.com/help-desk.php
BOARD POLICIES
The details of the policies approved and adopted by the Board as required under the Act and Securities and Exchange Board of India (SEBI) regulations are provided in weblink i.e. https://about.redtape.com/code-of-conducts-and-policies.php
BOARD DIVERSITY
The Company recognizes and embraces the importance of a diverse Board in its success. We believe that a truly diverse Board will leverage differences in thought, perspective, regional and industry experience, cultural and geographical background, age, ethnicity, race, gender, knowledge and skills, including expertise in financial, diversity, global business, leadership, information technology, mergers and acquisitions, Board service and governance, sales and marketing, Environmental, Social and Governance (ESG), risk management and cybersecurity and other domains, which will ensure that our Company retains its competitive advantage. The Board Diversity Policy adopted by the Board sets out its approach to diversity. The policy is available on our website, at https://about.redtape.com/ assets/investor-pdf/code_of_conducts_and_policies/ Board_Diversity_Policy.pdf.
Your Company is having robust and duly complied with the orders, rules, regulations, and all other legal requirements under the Information Technology Act, 2000, including adhering to the guidelines related to data protection and privacy as well as cyber security to enable the organization to operate in a digital environment of Trust and Confidence and that the information has been protected against threats including cyber frauds and data breaches and that the necessary security measures including secured computer system.
COMPLIANCE WITH SECRETARIAL STANDARDS
Your Company has complied with the Secretarial Standards with respect to General and Board Meetings specified by the Institute of Company Secretaries of India (ICSI) constituted under section 3 of the Company Secretaries Act, 1980, and approved as such by the Central Government.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund ("IEPF”).
However, pursuant to the Scheme of Arrangement, the Company has issued 4,76,921 equity shares to IEPF against the IEPF’s shareholding in the Transferee Company - Mirza International Limited.
DISCLOSURE UNDER SEXUAL
HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDERSSAL) ACT, 2013
The Company since inception, ensures gender equality and the right to work with dignity to all employees (permanent, contractual, temporary and trainees) of the Company and has been following a zero tolerance against sexual harassment of any person at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder and in order ensure this in all it strictness, the Company has in place an Internal Complaints Committee, the constitution whereof, is in complete compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Sexual Harassment Policy of the Company has been effectively promoted and propagated an environment and culture in the Company which inculcates in the male employees, a spirit of utmost respect for the women workforce at every level. The Company has also formulated a set of standing orders which stipulate very harsh punitive measures against any employee found guilty of having or attempting to have sexually harassed a female employee, which without prejudice to the other actions taken against the offender, include immediate termination of his services.
The fact that safety and security of the women workforce in the Company has been an area given the paramount importance in the Company explains why the Company can proudly boast or being among the safest work places for women in the country. As has been the case in the
previous years, during the year under review as well, no complaints under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2015, were received during the year under review.
RISK MANAGEMENT POLICY
The Board of Directors bear the overall responsibility for the company’s risk management and internal control procedures in connection with the financial reporting process, including ensuring compliance with relevant legislation and other regulations relating to financial reporting. The Board of Directors undertakes on-going assessment of the risks to which the company is subject, including risks relating to financial reporting.
The risk management procedures and internal control are regularly reviewed in order to continuously secure and enhance their effectiveness.
INTERNAL FINANCIAL CONTROL FOR FINANCIAL STATEMENTS
Your Company has an effective internal financial control system, which is continuously evaluated by the internal and statutory auditors. The internal financial controls are designed to ensure that f nancial and other records are reliable for preparing financial information and for maintaining accountability of assets. All financial and audit control systems are also reviewed by the Board of the Company.
INTERNAL AUDITOR
In terms of Section 138 of the Companies Act, 2013 read with rules made thereunder, the Board of Directors of the Company, upon the recommendation of the Audit Committee, in their meeting held on July 17, 2023, has appointed M/s Surinder Mahajan & Associates, Chartered Accountants (Firm Registration No. 009973N) Chartered Accountants, as the Internal Auditor of the Company to conduct the Internal Audit for the financial year 2023-24.
The Internal Audit Report for financial year 2023-24, does not contain any qualification, reservation, disclaimer or adverse remark.
VIGIL MECHANISM POLICY
The Company has adopted a Vigil Mechanism and Whistle Blower Policy, 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 adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Nominated Director. It is affirmed that no personnel of the Company have been denied
access to the Vigilance and Ethics Officer appointed under such Policy.
The Vigil Mechanism and Whistle Blower Policy of the Company as approved by the Board of Directors, is uploaded on the Company’s website at https://about. redtape.com/assets/investor-pdf/code_of_conducts_and_ policies/Vigil-Mechanism-Policy.pdf .
CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING PRACTICES
During the financial year under review, the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 were not applicable. However, during Current financial year, the Company has formulated the Code of Conduct for Regulation, Monitoring and Reporting of Insider Trading and the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI) in compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015. These codes are displayed on the Company’s website having link .i.e. . https://about.redtape.com/assets/investor-pdf/code_of_ conducts_and_policies/Code-SEBI-PIT-Regulations.pdf .
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR
During the year under review, no application was made and also no proceeding was pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
During the year under review, no such valuation was required to be done.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND COMPANY'S OPERATIONS IN FUTURE
During the period under review, no such order is passed by any Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations other than the orders mentioned herein above.
DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to the provisions under Section 134(5) of the Companies Act, 2013, with respect to Directors’ Responsibility Statement, the Directors confirm:
a) That in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;
b) That they 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;
c) That they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) That they had prepared the annual accounts on a going concern basis;
e) That they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
f) That they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
LISTING WITH STOCK EXCHANGES
The shares of the Company are listed on BSE Limited and National Stock Exchange Limited w.e.f. August 11, 2023. The Annual Listing Fees for the financial year 2024-25 is paid to the Stock Exchanges.
GREEN INITIATIVE
Your Company has implemented the “Green Initiative” to enable electronic delivery of notice/documents/annual reports to shareholders. The Annual Report for the financial year 2023-24 and Notice of the 3rd Annual General Meeting are being sent to all members electronically, whose e-mail
addresses are registered with the Company/Depository Participant(s). Members may note that the Notice and Annual Report 2023-24 is also available on the Company’s website .i.e.www.redtape.com and websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia. com respectively.
The above are in compliance with relevant circulars issued by the Ministry of Corporate Affairs and Securities and Exchange Board of India, from time to time. The e-voting facility is being provided to the members to enable them to cast their votes electronically on all resolutions set forth in the notice, pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014. The instructions for e-voting are provided in the Notice of this 3rd Annual General Meeting.
ACKNOWLEDGEMENTS
The Board of Directors takes this opportunity to place on record its appreciation of the significant contribution made by the employees for their dedicated service and firm commitment to the goals & vision of the Company. The Company has achieved impressive growth through competence, hard work, solidarity, cooperation and support of employees at all levels. Your Board also wishes to place on record its sincere appreciation for the whole-hearted support received from the customers, dealers, distributors, franchisee partners, vendors and other business associates and from the neighborhood communities of Plant locations. We look forward to continued support of all these partners in the future.
Your Directors also wish to thank the Government of India, the State Governments and other regulatory authorities, banks and Shareholders for their cooperation and support extended to the Company.
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