Your Directors take pleasure in presenting the 14th Annual Report on the business and operations of your Company along with the Audited Financial Statements for the year ended March 31,2024.
FINANCIAL RESULTS:
The key highlights of the Standalone and Consolidated Audited Financial Statements of your Company for the financial year ended March 31,2024 and comparison with the previous financial year ended March 31,2024 are summarized below:
|
Particulars
|
Standalone
|
Consolidated
|
| |
For the year
|
For the year
|
For the year
|
For the year
|
| |
ended March
|
ended March
|
ended March
|
ended March
|
| |
31, 2024
|
31, 2023
|
31, 2024
|
31, 2023
|
|
Revenue from Operations
|
4,118.22
|
3,720.35
|
8,845.89
|
5,884.38
|
|
Other income
|
66.23
|
103.49
|
66.23
|
103.49
|
|
Total Revenue
|
4,184.45
|
3,823.84
|
8,912.12
|
5,987.87
|
|
Less: Total
|
3,323.27
|
3,032.55
|
7,081.41
|
4,745.67
|
|
expenses
|
|
Profit Before Tax
|
861.18
|
791.29
|
1,830.71
|
1,242.20
|
|
Less: Tax Expenses
|
230.40
|
213.43
|
408.13
|
326.15
|
|
Profit after Tax
|
630.78
|
577.86
|
1,422.57
|
916.06
|
|
Basic Earnings per share of face value of ?10/-each
|
4.87
|
6.74
|
10.09
|
10.65
|
|
Diluted Earnings per share of face value of ?10/-each
|
4.74
|
6.74
|
10.09
|
10.65
|
OPERATIONAL PERFORMANCE & FUTURE OUTLOOK:
During the year under review, the Company's has achieved the standalone turnover of Rs. 4184.45 Lakhs, compared to ? 3823.84 Lakhs in the previous year, reflecting an increase of 8.49% and the standalone profit after tax is Rs. 630.78 Lakhs compared to Rs. 577.86 Lakhs in the previous year, reflecting an increase of 9.16%.
The Group's has achieved the consolidated turnover of Rs. 8912.12 Lakhs, compared to Rs. 5987.87 Lakhs in the previous year, reflecting a significant increase of 48.84% and the consolidated profit after tax is Rs. 1442.57 Lakhs compared to Rs. 916.06 Lakhs in the previous year, reflecting a significant increase of 55.29%.
The operating and financial performance of your Company has been covered in the Management Discussion and Analysis Report which forms a part of the Annual Report.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated financial statements of your Company for the Financial Year 2023-24 are prepared in accordance with the provisions of the Companies Act, 2013 (“the Act”) and Ind AS 110 - Consolidated Financial Statements read with Ind AS 28 - Investment in Associates and Ind AS 31 - Interests in Joint Ventures, and SEBI (Listing Obligations Disclosures Requirements) Regulations, 2015. The Audited Consolidated Financial Statements form part of the Annual Report.
DIVIDEND:
Pursuant to Regulation 43A of Listing Regulations, your Company has a well-defined Dividend Distribution Policy that balances the dual objectives of rewarding shareholders through dividends whilst also ensuring availability of sufficient funds for growth of the Company. The policy is available on the website of the Company and can be accessed through the following weblink: https://exhicongroup.com/investors/
Your Directors are pleased to recommend a final Dividend of ? 1/- (Rupees One Only) per equity share of face value of Rs. 10/- each (Rupees Ten Only) for the year ended March 31,2024. The Dividend, subject to the approval of Members at the Annual General Meeting on Saturday, September 28, 2024, will be paid within the time period stipulated under the Companies Act, 2013 (subject to deduction of Tax at source).
The aggregate dividend for the financial year ended March 31 2024 will amount to Rs. 1/- (Rupees One Only) per share of Rs. 10/- each (Rupees Ten Only) fully paid-up equity share (being 10%).
RESERVES:
The Board of Directors of your company has decided not to transfer any amount to the General Reserves account for the year under review.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE COMPANY
There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report. There has been no change in the nature of business of the Company.
CHANGE IN NATURE OF BUSINESS
There is no change in the nature of the business or any activity of business of the Company during the year under review.
CHANGE IN REGISTERD OFFICE
During the year under review, there is no change/ shifting of registered Office. However subsequent to the closing of Financial Year the Company has shifted its registered office from Office No. 103, Crystal Paradise, DS Road, Off Veera Desai Road, Andheri (W), Mumbai 400053to Unit No. 134 & 146,1st Floor, Andheri Industrial Estate, Plot No. 22, Veera Desai Road, Andheri West, Mumbai - 400053, Maharashtra, India.
INITIAL PUBLIC OFFERING:
During the year under review, your Company successfully completed the initial public offering of its equity shares (“IPO”) by way of issue of 33,00,000 (Thirty-Three Lakhs) Equity Shares of face value of Rs. 10/-(Rupees Ten Only) each of the Company, for cash at a price of Rs. 64/- (Rupees Sixty-Four Only) per equity share.
The IPO opened on March 31, 2023 and closed on April 05, 2023. The IPO received an overwhelming response from all categories of investors and was subscribed by 2.88 times.
Post allotment in the IPO, the equity shares of your Company got listed and commenced trading on the BSE Limited (SME Platform) on April 17, 2023.
Pursuant to listing of equity shares on stock exchanges, your Company enjoys the benefit of enhanced brand name and creation of public market for the equity shares of the Company.
CHANGES IN CAPITAL STRUCTURE
Authorised Share Capital:
During the year under review, the Company in its Extra Ordinary General Meeting held on December 15, 2023 has increased its authorised share capital to Rs. 25,00,00,000/- (Rupees Twenty-Five Crore Only) comprises 2,50,00,000 (Two Crore and Fifty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each.
Further as on March 31,2024, the authorised share capital of the Company is Rs. 25,00,00,000/- (Rupees Twenty-Five Crore Only) comprises 2,50,00,000 (Two Crore and Fifty Lakhs) Equity Shares of Rs. 10/-(Rupees Ten Only) each.
Paid-up Share Capital:
During the year under review, the paid-up share capital of the Company has been increased to Rs. 12,96,25,000/- (Rupees Twelve Crore Ninety-Six Lakhs and Twenty-Five Thousand Only) consisting of 1,29,62,500 (One Crore Twenty-Nine Lakhs Sixty-Two Thousand and Five Hundred) Equity Shares of Rs. 10/- each (Rupees Ten Only) as on March 31,2024.
|
Further as on March 31
|
, 2024, following are the details of allotments of Equity Shares:
|
|
Date of Allotment
|
No. of Shares Allotted
|
Particular
|
|
11.04.2024
|
33,00,000
|
Issue of Equity Shares by way of IPO
|
|
08.01.2024
|
10,45,500
|
Issue of Equity Shares by way of Preferential Allotment
|
|
11.01.2024
|
41,500
|
Issue of Equity Shares by way of Preferential Allotment
|
|
Total
|
43,87,000
|
|
Further, the Company has issued and allotted 3,40,000 Warrants (Equity Convertible) at the price of Rs. 295/- (Rupees Two Hundred and Ninety-Five Only) (including premium of Rs. 285/-) per warrant to the promoter, promoter group and non- promoter respectively.
Furthermore, the Company has not issued any shares with differential voting rights, has not bought back any shares, it has neither issued sweat equity shares and does not have any scheme to fund its employees to purchase the equity shares of the Company.
ALTERATION IN MEMORANDUM OF ASSOCIATION
During the year under review, the members of the Company in its Extra Ordinary General Meeting held on December 15, 2023 has approved the alteration in the Clause V i.e., Authorised Share Capital Clause of the Memorandum of Association as:
“The Authorised Share Capital of the Company is Rs. 25,00,00,000/- (Rupees Twenty-Five Crores Only) divided into 2,50,00,000 (Two Crores Fifty Lakhs) Equity Shares of Face Value of Rs. 10/- (Rupees Ten Only) each.”
DEPOSITS:
Your Company has not accepted/ invited deposits from the public falling within the ambit of section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. During the year, the Company has not taken any loan from its Directors.
MATERIAL SUBSIDIARY
The Company has formulated a Policy for determining Material Subsidiaries. The Company does not have any Material Subsidiary as per the parameters laid down under the Policy. The Policy is available on the website of the Company and can be accessed through the following weblink: https://exhicongroup.com/investors/
SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES
The Subsidiary Companies of your Company continued to perform in their respective areas as per the plans and thus contributed robustly to the overall growth of the Company in terms of revenue and profits of the Company and overall performance of the Group.
As on March 31,2024, the Company has total 3 subsidiaries including one overseas subsidiary viz. COPO Digital Services (India) Private Limited, Digiglobe Advertising Private Limited and Maple Heights Business Center LLC.
Pursuant to Section 129(3) of the Companies Act, 2013 a Statement containing the salient features of the Financial Statements of the Company's Subsidiaries, Joint Ventures, Associate Companies in the specified format i.e. Form AOC - 1 is annexed as “Annexure I” to this Report.
Further during the year under review and till the date of this report the companies has made following investments/acquisitions:
|
Sr.
No
|
Name of the Companies/ Business acquired
|
Stake
Acquired
|
Brief Details of the Business
|
|
1
|
Maple Heights Business Centre LLC
|
51%
|
This venture brought sprawling 15,000 square foot facility that offers comprehensive virtual and physical spaces, secretariat and meeting services, enhancing company's capabilities in hosting and managing world-class events.
|
|
2
|
Impulse B2B Solutions
|
100%
|
This move has fortified company's database research capabilities, allowing to extend the reach into international markets across North America and parts of Africa.
|
|
3
|
Darespark
Communications
|
100%
|
Enhancing the digital marketing and stall designing capabilities. This integration has strengthened company's presence in the exhibition industry and fueled innovation.
|
|
4
|
Pinewoods Golf Club LLP
|
76%
|
Offering premium lifestyle experiences with prestigious golf courses. This addition provides unique venues for corporate events and private gatherings.
|
|
5
|
Nucleus Integrated Communications and Entertainment
|
51%
|
Enhancing in-house capabilities in corporate events, exhibitions, and brand designing. Their expertise in audio-visual production and animations brings a creative edge to our offerings.
|
|
6
|
United Helicharters Private limited
|
89.99%
|
Enhances company's MRO services for helicopter operations and maintenance and religious tourism in Ayodhya.
|
|
7
|
Green Branch Contracting and Landscaping LLC
|
76%
|
Enhances Exhicon's 360- degree service portfolio, allowing it to offer comprehensive solutions including temporary and permanent event venue construction, maintenance and landscaping.
|
As on March 31,2024, the Board of Directors of your Company comprises of 06 (Six) Directors, of which 03 (Three) are Non-Executive Directors & 03 (Three) are Executive Directors. The constitution of the Board of the Company is in accordance with Section 149(6) of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of the Board are as follows:
|
Sr. No.
|
DIN
|
Name of the Director
|
Designation
|
|
1
|
03163591
|
Quaim Mohammad Syed
|
Chairman & Managing Director
|
|
2
|
07668700
|
Padma Mishra
|
Whole Time Director
|
|
3
|
09812761
|
Nisha Quaim Syed
|
Executive Director
|
|
4
|
03353625
|
Pechimuthu
Udayakumar
|
Non-Executive and Independent Director
|
|
5
|
09847933
|
Hussein Ahmad Sayed
|
Non-Executive and Independent Director
|
|
6
|
09848219
|
Raminder Singh
|
Non-Executive and Independent Director
|
During the year, the Board of Directors of the Company considering the vast knowledge, integrity and varied experience and proficiency, and on the basis of the written representations received from the Directors, none of the above directors are disqualified under Section 164 (2) of the Companies Act, 2013 and are also not debarred by SEBI or any other Statutory authority for holding office of a Director.
The Managing Director and Whole-Time Director have not received any remuneration or sitting fees from the Subsidiary Companies.
KEY MANAGERIAL PERSONNEL
As per the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31,2024 were as under:
| |
Name of the Key Managerial Personnel
|
Design ation
|
| |
Mr. Sushil Dinesh Shah
|
Chief Financial Officer
|
| |
Mr. Pranjul Jain*
|
Company Secretary and Compliance Officer
|
|
* Appointed with effect from June27,2023.
|
Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the rules made there under, out of the total Directors, two-third of the Directors shall retire by rotation every year and if eligible, offer themselves for re-appointment at the AGM.
Ms. Padma Mishra, Whole Time Director of the Company is liable to retire by rotation and She being eligible, has offered herself for re-appointment at the ensuing Annual General Meeting of the Company. The Board of Directors recommend his re-appointment and the matter is being placed for seeking approval of members at the ensuing Annual General Meeting of the Company. Pursuant to Regulation 36 of the SEBI (Listing Obligations Disclosures Requirements) Regulations, 2015 read with Secretarial Standards - 2 on General Meetings, brief details of Ms. Padma Mishra are provided as an Annexure to the Notice convening the 14th Annual General Meeting.
DECLARATION OF INDEPENDENCE
Pursuant to the provisions of Section 149, 152 of the Companies Act, 2013, read with Schedule IV and other applicable provisions, if any, and the Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors are appointed for a term of 5 years and are not liable to retire by rotation.
Further, the Company has received the revised declarations from the Independent Directors confirming that they meet with the criteria of Independence as prescribed under the amended provisions of Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 effective January 01,2022 and the same has been taken on the records of the Company in the Board meeting.
There has been no change in the circumstances affecting their status as Independent Directors of the Company.
During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than receiving the Sitting fees, Commission, if any, and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board / Committees of the Company.
FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS
Pursuant to the SEBI Regulations, the Company has worked out a Familiarisation Programme for the Independent Directors, with a view to familiarise them with their role, rights and responsibilities in the Company, nature of Industry in which the Company operates, business model of the Company, etc.
Through the Familiarisation Programme, the Company apprises the Independent Directors about the business model, corporate strategy, business plans and operations of the Company. The Directors are also informed about the financial performance, annual budgets, internal control system, statutory compliances etc. They are also familiarised with Company's vision, core values, ethics and corporate governance practices.
Details of Familiarisation Programme of Independent Directors with the Company are available on the website of the Company and can be accessed through the following weblink: https://exhicongroup.com/investors/
Pursuant to the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations & Disclosures Requirements) Regulations, 2015, the Board of Directors of your Company have carried out Annual Performance evaluation of:
(i) Their own performance as a whole;
(ii) Individual Directors Performance; and
(iii) Performance of all Committees of the Board for the Financial Year 2023-24.
The performance of the Board as a whole and of its Committees was evaluated by the Board through structured questionnaire which covered various aspects such as the composition and quality, meetings and procedures, contribution to Board processes, effectiveness of the functions allocated, relationship with management, professional development, adequacy, appropriateness and timeliness of information etc. Taking into consideration the responses received from the Individual Directors to the questionnaire, performance of the Board and its Committees was evaluated. The Directors expressed their satisfaction with the evaluation process.
MEETINGS OF THE BOARD
During the year under review, the Board of Directors met 09 (Nine) times. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. As a process, the agendas' along with notice are sent well in advance or with the permission of Directors at a shorter notice. The Board is provided with a detailed background and rationale of the proposal so as to provide them adequate information to take an informed decision. The Board also interacts with senior management and if required with external consultant in case of clarification Further, the details of the Meetings of Board of Directors are as follows:
|
Sr.
No
|
Date of Board Meeting
|
No. of Director Entitled to attend
|
No. of Director Presented
|
|
1
|
11.04.2023
|
6
|
4
|
|
2
|
29.05.2023
|
6
|
4
|
|
3
|
27.06.2023
|
6
|
4
|
|
4
|
13.07.2023
|
6
|
4
|
|
5
|
26.08.2023
|
6
|
4
|
|
6
|
13.11.2023
|
6
|
4
|
|
7
|
18.11.2023
|
6
|
4
|
|
8
|
13.12.2023
|
6
|
4
|
|
9
|
06.01.2024
|
6
|
4
|
ANNUAL RETURN
The Annual Return in Form MGT-7 as required under Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website of the Company and can be accessed through the following weblink: https://exhicongroup.com/investors/
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 and the rules made thereunder are given in the respective notes to the Financial Statements.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the (Listing Obligations Disclosures Requirements), Regulations, 2015 is presented in a separate section and forms part of the Annual Report of the Company.
CORPORATE GOVERNANCE
Your Company believes in adopting the best practices of corporate governance as it is the foundation upon which an organization is built. Keeping in view the above, we have rolled out robust corporate governance structure and policies which compliments each other and continue to steer the Company through headwinds.
Report on Corporate Governance and a certificate by the Secretarial Auditors of the Company regarding compliance with Corporate Governance as stipulated in Regulation 34 read with Part C of Schedule V of the SEBI Listing Regulations, are provided in a separate section and forms part of the Annual Report of the Company.
COMMITTEES OF THE BOARD
The Board of Directors of your Company have formed various committees as per provisions of the Act and the SEBI Listing Regulations. The details with respect to the composition, powers, roles, terms of reference, etc. of the committees are given in the Corporate Governance Report which is presented in a separate section and forms part of the Annual Report of the Company.
AUDITORS AND REPORTSStatutory Auditors
M/s. Piyush Kothari & Associates, Chartered Accountants (FRN: 140711W) was appointed as the Statutory Auditors of the Company in the Extra Ordinary General Meeting held on November 25, 2022 for a term of 5 years, till the conclusion of Annual General Meeting of the Company to be held in the Financial year 202728 on such remuneration as may be agreed by the Board, in addition to the reimbursement of service tax and actual out of pocket expenses incurred in relation with the audit of accounts of the Company.
The Auditors Report for the Financial Year ended March 31, 2024, does not contain any qualification, reservation or adverse remark. Further, the Auditors have expressed an Unmodified Opinion on the Audited Financial Statements (Standalone and Consolidated) for the financial year ended March 31,2024.
Pursuant to provisions of the Section 143(12) of the Companies Act, 2013 the Statutory Auditor of the Company nor the Secretarial Auditor have reported any incident of fraud to the Audit or the Risk Committee during the year under review.
Secretarial Auditor and Secretarial Audit Report
Pursuant to Section 204 read with Section 134(3) of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. Brajesh Gupta & Co., Practising Company Secretaries, Indore, to undertake the Secretarial Audit of the Company for the financial year ended March 31,2024.
The Secretarial Audit Report in Form No. MR-3 is annexed as 'Annexure 2' to this report. There is no qualification, reservation, adverse remark or disclaimer made by the Secretarial Auditors in their Report.
Internal Auditor
Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014, M/s. Gupta Sajankar & Associates, Chartered Accountant, was appointed by the Board of Directors to conduct internal audit reviews of the Company.
The Company has a robust internal audit system for assessment of audit findings and its mitigation. The Internal Audit function covers all the areas such as policies, processes, internal controls, compliance, inventory, stock, project specific, corporate accounts, taxation, etc.
The audit is based on predefined plan as presented and approved by the Audit Committee. A summary of the audit observations, along with management actions, impact etc. is presented to the Audit Committee on a quarterly basis. The corrective actions are taken by the management as per defined plan approved by the Audit Committee. With the systems and practice hereinabove, we believe that your Company's internal controls are commensurate with the size and operations of the business.
INSTANCES OF FRAUD, IF ANY, REPORTED BY THE STATUTORY AUDITORS:
During the year under review, the Statutory Auditors have not reported any fraud under Section 143 (12) of the Companies Act, 2013.
COST AUDIT AND MAINTENANCE OF COST RECORDS
As on March 31, 2024, the provisions related to maintenance of Cost records as specified by the Central Government under Section 148 (1) of Companies Act, 2013 are not applicable to the Company. Accordingly, such Cost accounts and the Cost records are not required to maintained by the Company.
RELATED PARTY TRANSACTIONS
The Board has formulated and adopted a Related Party Transactions Policy (“RPT Policy”) for the purpose of identification, monitoring and reporting of related party transactions. The RPT Policy as approved by the Board is uploaded on the Company's website viz. https://exhicongroup.com/investors/
All the Related Party Transactions entered into during the financial year were entered in the Ordinary course of business and at an arm's length basis. There are no materially significant Related Party Transactions made by the Company with its Promoters, Directors, Key Managerial Personnel or other Designated persons which may have a potential conflict with the interest of the Company at large.
Further, since there were no transactions with the related parties, hence the disclosure was not required to be reported by the Company in Form AOC-2. The members may refer to the notes to the financial statements for further Disclosures.
The Company has adopted a Risk Management Policy wherein all material risks faced by the Company are identified and assessed. The Company has formed a Risk Management Committee which defines the risk management approach of the Company and includes collective identification of risks impacting the Company's business and documents their process of identification, mitigation and optimisation of such risks. The Risk Management Policy is available on the website of the Company and can be accessed through the following weblink: https://exhicongroup.com/investors/
NOMINATION AND REMUNERATION POLICY
Your Company recognizes the importance of having a diverse board and senior management and key managerial personnel from different backgrounds, experience and expertise and the value they bring in for an organizational growth.
Therefore, the Board has formulated Nomination and Remuneration Policy which provides for standardized process for selection, identifying attributes and payment of remuneration to Directors, Key Managerial Personnel and Senior Management. The brief on the policy of nomination and remuneration and other matters provided in Section 178(3) of the Act read with Regulation 19 of the SEBI Listing Regulations have been disclosed in the Corporate Governance Report, which forms part of the Annual Report of the Company.
The Nomination and Remuneration Policy is also available on the website of the Company at https://exhicongroup.com/229890-2/policies/
INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY
The Company has adequate internal financial controls. Further, the members of the Audit Committee interact with the Statutory Auditors and the management in dealing with matters within its terms of reference. During the year, such controls were assessed to find out any weaknesses in them. Services of professional consultants were obtained to remove such weaknesses wherever required and ensuring that the internal financial controls are robust and are operating effectively.
The Company is complying with all the applicable Indian Accounting Standards (Ind AS). The accounting records are maintained in accordance with generally accepted accounting principles in India. This ensures that the financial statements reflect true and fair financial position of the Company.
The details of the internal financial control systems and their adequacy are included in a detailed manner in Management Discussions and Analysis Report, which forms part of the Annual Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES
During the year under review and in compliance with the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the company has spent the requisite amount as per Schedule VII towards the promotion of education.
The complete details on the CSR activities in Annual Report on CSR are annexed as 'Annexure 3' to the Boards' Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.
The Company's relations with all its employees remained cordial and satisfactory during the year under review.
PARTICULARS OF EMPLOYEES
The disclosure pertaining to remuneration and other details as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as “Annexure 4”.
The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is available for inspection and any Member interested in obtaining a copy of the same may write to the Company Secretary and Compliance Officer of the Company.
INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires preclearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. Further the Directors and all the designated persons have confirmed that they have adhere to the code.
STATUTORY DISCLOSURES
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013 read with the Rule 8(3) of The Companies (Accounts) Rules, 2014 is as follows:
|
A
|
CONSERVATION OF ENERGY
|
|
i)
|
Steps taken or impact on conservation of energy
|
Your Company accords highest priority to energy conservation and is committed for energy conservation measures including regular review of energy consumption and effective control on utilisation of energy. The Company has designed its facilities keeping in view the objective of minimum energy loss. The Company has taken all steps to conserve Energy in the work places by educating and training the employees to conserve energy.
The Company has installed invertor AC in areas which are operating extended hours. Energy saving LED lights are installed at various laboratories and collection centres.
Every year, energy audit is conducted at Central Laboratory of the Company which is carried out by Independent Professional Agency.
|
|
ii)
|
Steps taken by the Company for utilising alternate sources of energy
|
The Company being in the service industry does not have any power generation units and did not produce/generate any renewable or conventional power
|
|
iii)
|
Capital investment on energy conservation equipment
|
The Capital investment on energy conservation equipment is insignificant.
|
| |
|
|
|
B
|
TECHNOLOGY ABSORPTION
|
|
i)
|
Efforts made towards technology absorption
|
The Company being in Service Sector has adopted all new technology in terms of new software and hardware and latest machinery with automated processes available in the current Techno-environment and commensurate to the size, scale and complexity of its operations.
|
|
ii)
|
Benefits derived from technology absorption
|
Technology absorption has helped the Company to provide better and more accurate service to the Customers.
|
|
iii)
|
Details of Imported
technology
(last three years)
|
|
| |
- Details of technology imported
|
Nil
|
| |
- Year of Import
|
N.A.
|
| |
- Whether technology being fully absorbed
|
N.A.
|
| |
- If not fully absorbed, areas where absorption has not taken place and reasons thereof
|
N.A.
|
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iv)
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Expenditure incurred on Research and development
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Nil
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C
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FOREIGN EXCHANGE EARNINGS AND OUTGO ( in Lakhs)
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i)
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Foreign Exchange inflow
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NA
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ii)
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Foreign Exchange outflow
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NA
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VIGIL MECHANISM/ WHISTLE BLOWER
The Company has in place a vigil mechanism as required under Section 177 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, for Director and employees to report their genuine concerns about unethical behaviour, actual or suspected fraud, or violation of the Company's code of conduct, the details of which are given in the Corporate Governance Report.
The Policy on Vigil Mechanism and Whistleblower is available on the website of the Company and can be accessed through the following weblink: https://exhicongroup.com/investors/
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
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 framed thereunder. The Company has an Internal Complaints Committee for providing a redressal mechanism pertaining to sexual harassment of women employees at the workplace, the details of which are given in the Corporate Governance Report. During the year, there were no complaints were received. _
DEMATERIALIZATION OF SHARES
All the Shares of your Company are in Dematerialization mode. The ISIN of the Fully Paid-Up Equity Shares of your Company is INE0O8901016.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has devised proper systems to ensure compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and the Company complies with all the applicable provisions of the same during the year under review.
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:
A. In preparation of the Annual accounts for the year ended March 31,2024; the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
B. They have selected such accounting policies as mentioned in the notes to the Financial Statements and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give true and fair view of the Statement of Affairs of the Company as at March 31,2024 and of the Profit of the Company for the year ended on that date
C. They have taken proper and sufficient care for 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. They have prepared the Annual accounts on a going concern basis;
E. They have laid down internal finance controls to be followed by the Company and such internal finance controls are adequate and operating effectively;
F. They have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.
OTHER DISCLOSURES
• There was no change in the nature of the business or any activity of business of your Company.
• Your Company has not accepted/invited deposits from the public falling within the ambit of Section 73 o the Act and the Companies (Acceptance of Deposits) Rules, 2014 and has not taken any loan from the Promoter Directors.
• There were no proceedings, either filed by your Company or against the Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before the National Company Law Tribunal or other Courts as on March 31,2024.
• No significant and material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and the Company's operations in the future.
• There were no instances where your Company required the valuation for one time settlement or while taking the loan from the Banks or Financial institutions.
CAUTIONARY STATEMENT
The statements in this Report, particularly those which relate to Management Discussion and Analysis as explained in a separate Section in this Report, describing the Company's objectives, projections, estimates and expectations may constitute 'forward looking statements' within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.
APPRECIATIONS
Your Directors acknowledge the valuable contribution of all its employees at all levels in the continuous growth of the Company and making it a dominant player in the market.
The Directors would also like to thank the Company's Joint Venture Partners, Banks and other Stakeholders for their continued co-operation and support in the Company's growth and in its operations.
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