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Directors Report of Esprit Stones Ltd.
Mar 31, 2025
The Board of Directors are pleased to present the Company''s 9th Annual Report on the business and operations of the
Company along with the Audited Financial Statements, for the financial year ended March 31, 2025 in compliance with
the applicable provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015.
Esprit Stones Limited (''the Company'') is a public limited company domiciled and incorporated in India under the
Companies Act 2013 on 19th October, 2016. The Company is public limited company with effect from 05th February,
2024 and listed on SME Platform of NSE Exchange on 02nd August, 2024.
1. FINANCIAL SUMMARY OR HIGHLIGHTS / PERFORMANCE OF THE COMPANY:
The Company''s financial performance for the year ended March 31, 2025 is summarized below:
|
Particulars |
Standalone |
Consolidated |
||
|
(Amount in INR Lakhs) |
(Amount in INR Lakhs) |
|||
|
Year Ended |
Year Ended |
Year Ended |
Year Ended |
|
|
31.03.2025 |
31.03.2024 |
31.03.2025 |
31.03.2024 |
|
|
Revenue from Operations |
19,283.24 |
16,000.82 |
32,148.08 |
27,289.02 |
|
Other Income |
632.28 |
521.95 |
249.92 |
188.80 |
|
Profit / (Loss) before Depreciation, Finance |
2,060.80 |
2,338.54 |
3,961.95 |
3,320.08 |
|
Less: Depreciation / Amortization / |
(620.81) |
(570.65) |
(954.37) |
(913.29) |
|
Profit / (Loss) before Finance Costs, |
1,439.99 |
1,767.89 |
3,007.58 |
2,406.79 |
|
Less: Finance Costs |
(290.59) |
(377.38) |
(799.25) |
(997.11) |
|
Profit / (Loss) before Exceptional items and |
1,149.40 |
1,390.51 |
2,208.33 |
1,409.68 |
|
Add/(less): Exceptional items |
- |
- |
- |
- |
|
Profit / (Loss) before Tax Expense |
1,149.40 |
1,390.51 |
2,208.33 |
1,409.68 |
|
Less: Tax Expense (Current & Deferred) |
(313.21) |
(361.77) |
(488.26) |
(377.95) |
|
Profit / (Loss) for the year |
836.19 |
1,028.74 |
1,720.07 |
1,031.73 |
|
Total Comprehensive Income / (Loss) |
- |
- |
- |
- |
|
Balance carried forward to the Balance Sheet |
836.19 |
1,028.74 |
1,720.07 |
1,031.73 |
Standalone
During the FY 2024-25, on standalone basis, the total Income from the operation increased by 20.51%. The same
was Rs. 19,283.24 Lakhs for the current FY 2024-25 as compared to Rs. 16,000.82 Lakhs for the previous FY 2023¬
24. Total Net Profit decreased by 18.72%, the same was Rs. 836.19 Lakhs for the current FY 2024-25 as compared
to Rs. 1,028.74 Lakhs for the previous FY 2023-24.
Consolidated
During the year under review, on consolidated basis, the total Income from the operation increased by 17.81%.
The same was Rs. 32,148.08 Lakhs for the current FY 2024-25 as compared to Rs. 27,289.02 Lakhs for the previous
FY 2023-24. Total Net Profit increased by 66.72%, the same was Rs. 1,031.73 Lakhs for the current FY 2024-25 as
compared to Rs. 1,720.07 Lakhs for the previous FY 2023-24.
2. OPERATIONS AND STATE OF COMPANY''S AFFAIRS:
The Company along with its subsidiaries is engaged in the business of engineered stones such as engineered quartz
surfaces and engineered marble surfaces which is a luxurious substitute of natural marble and granite. It is also
involved in manufacturing of raw materials such as quartz grit and unsaturated polyester resin for engineered
stones. It also sales Unsaturated Polyester Resin in the open market through its subsidiary. Its export customers
are in the USA, Canada and other countries. The Company market its engineered stones product in India under its
brand "Haique".
There was no change in the nature of the business of the Company during the year under review.
3. DIVIDEND AND RESERVES:
After considering the financial results for the financial year 2024-25, your directors are of the opinion that it is
prudent that no dividend be declared for the year under review.
The Company does not propose to transfer any amount to reserves.
4. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT:
Management''s Discussion and Analysis Report for the year under review, in terms of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations"), is
presented in a separate section forming part of the Annual Report.
5. MATERIAL CHANGES AFFECTING THE COMPANY AND COMMITMENT:
During the period under review, there have been no material changes and commitments, affecting the financial
position of the Company which have occurred between the end of the financial year of the Company to which the
financial statements relate and till the date of this report.
6. SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE
GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:
No significant or material orders were passed by the regulators or courts or tribunals which impact the going
concern status and company''s Operations in future.
7. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo
as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts)
Rules, 2014 is provided in "Annexure 1" and is attached to this report.
8. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY:
The Company has in place a Risk Management Policy, pursuant to Section 134 of the Companies Act, 2013. This
robust Risk Management framework enables identification and evaluation of business risks and opportunities,
seeks to create transparency, minimize adverse impact on business objectives and enhance the Company''s
competitive advantage.
The Company has laid down a well-defined risk management mechanism commensurate with its size and the nature
of business covering risk mapping, risk exposure and risk mitigation process. The Company''s Risk Management
Policy has been developed to include various categories such as Human Resources, Financial, Business Processes
and Systems, Strategy, Corporate Governance and Compliance and Information Security.
Further, the Board ensures risk reporting and updates, risk policy compliances and provide overall guidance and
support to business risk owners.
9. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Company has a Policy on Corporate Social Responsibility and the same has been posted on the website of the
Company i.e. https://espritstones.com. The composition of the Committee, contents of CSR Policy and report on
CSR activities carried out during the financial year ended March 31, 2025 in the format prescribed under the
Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as "Annexure 2".
10. ANNUAL RETURN:
As required under the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with the
Companies (Management and Administration) Rules, 2014, the Annual Return of the Company shall be placed on
the website of the Company. It can be accessed at https://espritstones.com.
11. SHARE CAPITAL:
Authorized Share Capital
During the year, the company has not alterted the Authorized share capital. Hence, the authorized share capital of
the Company as at March 31, 2025 was Rs. 25,00,00,000 (Rupees Twenty-Five Crore only) consisting of 2,50,00,000
(Two Crore and Fifty Lacs) equity shares of Rs. 10 (Rupees Ten) each.
Issued and Paid-Up Capital
During the year, the paid-up share capital of the Company increased from Rs. 57,95,200 (Fifty-Seven Lakh Ninety-
Five Thousand and Two Hundred) equity shares having face value of Rs. 10 (Rupees Ten) each. Now currently, the
paid-up share capital of the Company is Rs. 21,94,52,000 (Rupees Twenty-One Crores Ninety-Four Lakhs and Fifty-
Two Thousand) comprising of 2,19,45,200 (Two Crores Nineteen Lakhs Forty-Five Thousand and Two Hundred)
equity shares of face value of Rs. 10 (Rupees Ten) each.
The Company has not issued any sweat equity shares during the year under review and hence no information as
per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the
Companies (Share Capital and Debentures) Rules, 2014 has been furnished.
12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT,
2013:
Details of Loans and advance granted, Investments made and Guarantees given during the year by the Company
under review, covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the
Financial Statements.
During the year the Company has given loan to any person or other body corporate, gave guarantee or provided
security in connection with a loan to any other body corporate or person and acquired by way of subscription,
purchase or otherwise, the securities of any other body corporate as detailed below:
|
Corporate Identity Number (CIN) |
U36990RJ2021PTC076539 |
|
Name of the Party |
Haique Stones Private Limited |
|
Type of person (Individual / Entity) |
Company (Wholly Owned Subsidiary) |
|
Nature of transaction |
Inter-corporate loan |
|
In case of loan, rate of interest would be enquired |
NA |
|
Brief on the transaction |
Inter-corporate loan granted for working capital |
|
Amount (in INR) |
Rs. 776.00 lakhs |
|
Date of passing Board resolution (DD/MM/YYYY) |
05.02.2024 |
|
Whether the threshold of 60% of paid-up share capital, |
Being wholly owned subsidiary company, it is |
|
Whether the transaction falls under the purview of |
Being wholly owned subsidiary company, it is |
|
SRN of MGT-14 |
AA6827191 Dated 13.02.2024 |
13. PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:
All Related Party Transactions are entered during the Financial Year are in compliance to the provisions of law, the
Policy on Materiality of and dealing with Related Party Transactions ("Related Party Policy") and were entered with
the approval of Audit Committee, Board and Shareholders if and as applicable. All related party transactions were
entered into were on arm''s length basis and in ordinary course of business forms parts to notes to the Financial
Statements.
14. COMPLIANCE WITH THE SECRETARIAL STANDARDS:
The Company has complied with the applicable SS-1 (Secretarial Standard on Meetings of the Board of Directors)
and SS-2 (Secretarial Standard on General Meetings) issued by the Institute of Company Secretaries of India and
approved by the Central Government under Section 118(10) of the Companies Act, 2013.
15. DETAILS OF EMPLOYEE STOCK OPTIONS:
The Company does not have any Employee Stock Option Scheme / Plan.
16. AUDITORS AND AUDITORS'' REPORT:
16.1 STATUTORY AUDITORS & THEIR REPORT:
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules made thereunder, M/s. A Bafna
& Company (FRN No. 003660C), Chartered Accountants have been appointed as statutory auditors of the
company at Fifth Annual General Meeting held on November 30, 2021 for a term of five consecutive years from
the conclusion of Fifth Annual General Meeting till the conclusion of the 10th (Tenth) Annual General Meeting
of the Company.
Pursuant to Section 139 and 141 of the Companies Act, 2013 and relevant Rules prescribed there under, the
Company has received certificate from the Auditors to the effect, inter-alia, confirming that their appointment
continues to be within the limits laid down by the Act, is as per the term provided under the Act, that they are
not disqualified for continuing such appointment under the provisions of applicable laws and also that there
are no pending proceedings against them or any of their partners with respect to professional matters of
conduct.
The Audit Report for the financial year 2024-25 is attached herewith. The report does not contain any
reservation, qualification or adverse remark. Information referred in the Auditor Report are self-explanatory
and do not call for any further comments.
16.2 COST AUDIT AND COST RECORDS:
Provision of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules,
2014 are not applicable to the Company during the financial year under review.
16.3 SECRETARIAL AUDIT:
During the financial year 2024-25, M/s. Abhik Jain & Associates, Practicing Company Secretary, who was
appointed as the Secretarial Auditor of the Company for the financial year 2024-25, tendered their resignation
with effect from 15th February, 2025, due to in process to surrender the certificate of practice and hence cannot
continue as Secretarial Auditor of the Company and consequently ceased to be the Secretarial Auditor of the
Company.
In view of the above, the Board of Directors, at its meeting held on 11th March, 2025, appointed M/s. Ronak
Jhuthawat & Co., Practicing Company Secretary, having Membership No. 9738 and Certificate of Practice No.
12094, to conduct the Secretarial Audit of the Company for the financial year 2024-25, in accordance with the
provisions of Section 204 of the Companies Act, 2013 and rules made thereunder. The Secretarial Audit Report
for the financial year 2024-25 as issued by M/s. Ronak Jhuthawat & Co. is annexed as "Annexure-8" to this
Report and forms part of the Annual Report.
Pursuant to Listing Regulations, the Board of Directors has proposed the appointment of M/s Ronak Jhuthawat
& Co., Company Secretaries, Secretarial Auditors (Unique Identification No.: P2025RJ104300), to hold office
for a period of five consecutive years commencing from F.Y. 2025-26 to F.Y. 2029-30, for the approval of the
members in the ensuing Annual General Meeting of the Company.
16.4 INTERNAL AUDITOR & THEIR REPORT:
Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies
(Accounts) Rules, 2014, the Company has appointed M/s. Pallavi Mehta & Associates, Chartered Accountants
(Firm Registration No. 016194C), as the Internal Auditor of the Company for the financial year 2024-25.
The Internal Auditor functions independently and reports directly to the Audit Committee. The scope,
methodology, and functioning of the internal audit are periodically reviewed and approved by the Audit
Committee to ensure adequacy of internal financial controls, operational systems, risk management and
compliance framework across various functions of the Company.
The Internal Auditor has carried out audits at periodic intervals and submitted their reports to the Audit
Committee. Their observations and recommendations were duly reviewed and taken into consideration for
strengthening the internal control systems. Based on the reports of the Internal Auditor, management has
taken necessary corrective actions where required, to further improve the internal processes and control
environment.
The Audit Committee, while reviewing the internal audit findings, did not note any material observations
having significant impact on the financial position or operations of the Company.
17. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The information required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as "Annexure 3".
18. POLICY RELATING TO DIRECTORS'' APPOINTMENT AND REMUNERATION ETC:
In compliance with the requirements of Section 178 of the Companies Act, 2013 the Company has laid down a
Nomination and Remuneration Policy.
The salient features of the NRC Policy are as under:
i. Setting out the objectives of the Policy
ii. Definitions for the purposes of the Policy
iii. Policy for appointment and removal of Director, KMP and Senior Management
iv. Policy relating to the Remuneration for the Managerial Personnel, KMP, Senior Management Personnel & other
employees
v. Remuneration to Non-Executive/ Independent Director.
Policy can be accessed at https://www.espritstones.com.
19. ANNUAL EVALUATION OF BOARD''S PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
In compliance with the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has carried out an annual
evaluation of the performance of the Board as a whole, the Committees of the Board, and individual Directors
including Independent Directors.
The performance of the Board, its committees, and individual Directors was evaluated through a structured
questionnaire covering various aspects such as composition, effectiveness of the Board processes, information
flow, decision-making, performance of specific duties and obligations, attendance and contributions at meetings,
and guidance/support provided to management.
The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the
director being evaluated. The Independent Directors, in a separate meeting held in accordance with the provisions
of the Act and Securities and Exchange Board of India Listing Regulations, reviewed the performance of the
Chairperson, the Non-Independent Directors, and the Board as a whole.
The outcome of the evaluation reflected high levels of engagement and effective functioning of the Board and its
Committees. The Board expressed satisfaction over the overall functioning, governance framework, and the
contributions made by each Director towards the growth and performance of the Company.
20. BOARD MEETINGS HELD DURING THE FINANCIALYEAR 2024-25:
The Board/Committee meetings are pre-scheduled and proper notices of Board and Committee meetings is
circulated to the Directors well in advance to enable them to plan their schedules and to ensure their meaningful
participation in the meetings.
During the financial year under review, 11 (Eleven) Board Meetings were held as per Section 173 of the Companies
Act, 2013. The gap between two Board meetings was in compliance with the provisions contained in the Act, MCA
General Circular no. 11/2020 and the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements), Regulations, 2015. The annual calendar of meeting is broadly determined at the beginning of each
year. The details of the meetings held during the year are as under:
|
Sr. No. |
Date of Meeting |
Total No. of Directors as on |
Attendance |
|
|
No. of |
% of Attendance |
|||
|
1. |
15.04.2024 |
6 |
6 |
100.00% |
|
2. |
28.05.2024 |
6 |
6 |
100.00% |
|
3. |
26.06.2024 |
6 |
6 |
100.00% |
|
4. |
05.07.2024 |
6 |
6 |
100.00% |
|
5. |
18.07.2024 |
6 |
6 |
100.00% |
|
6. |
19.07.2024 |
6 |
6 |
100.00% |
|
7. |
27.07.2024 |
6 |
6 |
100.00% |
|
8. |
31.07.2024 |
6 |
6 |
100.00% |
|
9. |
02.09.2024 |
6 |
6 |
100.00% |
|
10. |
13.11.2024 |
6 |
6 |
100.00% |
|
11. |
11.03.2025 |
6 |
6 |
100.00% |
|
Sr. No. |
Name of Director |
Category |
Attendance at the |
Attendance at |
|
1. |
Mr. Sunil Lunawath |
Managing Director |
11 out of 11 |
Yes |
|
3. |
Mr. Nitin Gattani |
Joint Managing Director |
11 out of 11 |
Yes |
|
5. |
Mr. Pradeep Lunawath |
Executive Director |
11 out of 11 |
Yes |
|
7. |
Mr. Sunil Gattani |
Non-Executive Non¬ |
11 out of 11 |
Yes |
|
9. |
Mrs. Neelam Tater |
Non-Executive Independent |
11 out of 11 |
Yes |
|
11. |
Mr. Narendra Sharma |
Non-Executive Independent |
11 out of 11 |
Yes |
21. DIRECTORS RESPONSIBILITY STATEMENT:
In terms of the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the Board of
Directors, in respect of the year ended 31st March, 2025, hereby confirm that:
a) in the preparation of the annual accounts, the applicable accounting standards had been followed
b) along with proper explanation relating to material departures;
c) The Directors had selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the profit and loss of the Company for that period;
d) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding the assets of the Company and
e) for preventing and detecting fraud and other irregularities;
f) The Directors had prepared the annual accounts on a going concern basis;
g) The Directors had laid down proper internal financial controls to be followed by the Company and that such
internal financial controls were adequate and were operating effectively; and
h) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and were operating effectively.
22. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
During the year, no company has become or ceased to be a subsidiary, joint venture or associate of the Company.
Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014,
Statement containing salient features of the financial statement of subsidiaries or associate companies or joint
ventures in prescribed format AOC-1 is attached as "Annexure 4".
Details of Subsidiary/ JV/ Associate Company is given below:
|
Sr. No. |
Name of the Companies |
Relation |
% oT |
Date of |
|
1. |
Addwaya Chemicals Private Limited |
Subsidiary |
51% |
August 20, 2020 |
|
2. |
Haique Stones Private Limited |
Wholly Owned |
100% |
August 19, 2021 |
|
3. |
Haique Stones Inc, USA |
Wholly Owned |
100% |
August 06, 2021 |
The manufacturing operations for the Subsidiary Company M/s Addwaya Chemicals Private Limited were closed
due to directions received from the Rajasthan State Pollution Control Board, (''RSPCB''), District-Rajsamand, State-
Rajasthan under Section 33(A) of the Water (Prevention and Control of Pollution) Act, 1974 and Section 31(A) of
the Air (Prevention and Control of Pollution) Act, 1981, situated at Araji No. 1953/11, 2080/10 & 2082/11, Village-
Rathujana Negdiya, Tehsil-Nathdwara, District- Rajsamand, State-Rajasthan under Section 33-A of the Water
(Prevention and Control) since March 10, 2025. Currently, the operations are on hold in the subsidiary and it may
take some more time to resume operations after taking necessary approvals.
23. DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received declarations from all Independent Directors of the Company, confirming that they meet
the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.
The Independent directors of the Company have undertaken requisite steps towards the inclusion of their names
in the data bank of independent directors maintained with the Indian Institute of Corporate affairs in terms of
Section 150 of the act read with rule 6 of the Companies (appointment & Qualification of directors) rules, 2014.
The Board is of the opinion that all the Independent Directors of the Company possess requisite qualifications,
experience and expertise in their domain areas and that they hold highest standards of integrity.
24. CHANGE IN THE NATURE OF BUSINESS:
During the year under review, there has been no change in the nature of business of the Company.
25. INSURANCE:
The Company has taken adequate insurance to cover the risks to its employees, property (land and buildings), plant,
equipment, other assets and third parties as may be applicable.
26. DETAILS OF THE DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Board of Directors of the Company comprises of 6 [Six] directors as on March 31, 2025 who brings in a wide
range of skills and experience to the Board. During the year under review and till the date of this report, there is no
change in composition of Board of Directors and Key Managerial Personnel of the Company. In view of the
applicable provisions of the Companies Act, 2013.
Retirement of Director by rotation
In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and Articles of Association of the
company, Mr. Pradeep Lunawath, Director of the Company liable to retire by rotation, has offered himself for re¬
appointment at the ensuing Annual General Meeting of the company. A resolution for her reappointment is being
proposed at the Annual General Meeting and his Profile is included in the Notice.
Composition of the RoarH as on March 31. 2025
|
DIN |
Name of Director |
Category of Directors |
|
01105117 |
Mr. Sunil Lunawath |
Managing Director |
|
00173258 |
Mr. Nitin Gattani |
Joint Managing Director |
|
01105096 |
Mr. Pradeep Lunawath |
Executive Director |
|
02409338 |
Mr. Sunil Gattani |
Non-Executive Non-Independent Director |
|
07653773 |
Mrs. Neelam Tater |
Non-Executive Independent Director |
|
01380061 |
Mr. Narendra Sharma |
Non-Executive Independent Director |
27. COMMITTEES OF THE BOARD:
The Board of Directors of your Company have formed various Committees, as per the provisions of the Companies
Act, 2013 and as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as a part of the
best corporate governance practices, the terms of reference and the constitution of those Committees is in
compliance with the applicable laws.
In order to ensure focused attention on business and for better governance and accountability, the Board has
constituted the following committees:
A. Audit Committee
B. Nomination and Remuneration Committee
C. Stakeholders Relationship Committee
D. Corporate Social Responsibility Committee
E. Finance Committee
F. Internal Complaints Committee
The terms of reference of Audit Committee and Nomination and Remuneration Committee are in compliance with
applicable provisions, rules and regulations of Companies Act, 2013 as amended from time to time and Listing
regulations of Securities and Exchange Board of India.
A. AUDIT COMMITTEE:
The Audit Committee was constituted in the board meeting dated 06.02.2024 with following roles and
responsibilities:
(1) oversight of the listed entity''s financial reporting process and the disclosure of its financial information to
ensure that the financial statement is correct, sufficient and credible;
(2) recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity;
(3) approval of payment to statutory auditors for any other services rendered by the statutory auditors;
(4) reviewing, with the management, the annual financial statements and auditor''s report thereon before
submission to the board for approval, with particular reference to:
a) matters required to be included in the director''s responsibility statement to be included in the Board''s
Report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;
b) changes, if any, in accounting policies and practices and reasons for the same;
c) major accounting entries involving estimates based on the exercise of judgment by management;
d) significant adjustments made in the financial statements arising out of audit findings;
e) compliance with listing and other legal requirements relating to financial statements;
f) disclosure of any related party transactions;
g) modified opinion(s) in the draft audit report;
(5) reviewing, with the management, the quarterly financial statements before submission to the board for
approval;
(6) reviewing, with the management, the statement of uses / application of funds raised through an issue (public
issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated
in the offer document / prospectus / notice and the report submitted by the monitoring agency, monitoring
the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the board
to take up steps in this matter;
(7) reviewing and monitoring the auditor''s independence and performance, and effectiveness of audit process;
(8) approval or any subsequent modification of transactions of the listed entity with related parties;
(9) scrutiny of inter-corporate loans and investments;
(10) valuation of undertakings or assets of the listed entity, wherever it is necessary;
(11) evaluation of internal financial controls and risk management systems;
(12) reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal
control systems;
(13) reviewing the adequacy of internal audit function, if any, including the structure of the internal audit
department, staffing and seniority of the official heading the department, reporting structure coverage and
frequency of internal audit;
(14) discussion with internal auditors of any significant findings and follow up there on;
(15) reviewing the findings of any internal investigations by the internal auditors into matters where there is
suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the
matter to the Board;
(16) discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as
post-audit discussion to ascertain any area of concern;
(17) to look into the reasons for substantial defaults in the payment to the depositors, debenture holders,
shareholders (in case of non-payment of declared dividends) and creditors;
(18) to review the functioning of the whistle blower mechanism;
(19) approval of appointment of chief financial officer after assessing the qualifications, experience and
background, etc. of the candidate;
(20) carrying out any other function as is mentioned in the terms of reference of the audit committee.
(21) reviewing the utilization of loans and/ or advances from, /investment by the holding company in the subsidiary
exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing
loans / advances / investments existing as on the date of coming into force of this provision.
(22) consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger,
amalgamation etc., on the listed entity and its shareholders.
The audit committee shall mandatorily review the following information:
(1) management discussion and analysis of financial condition and results of operations;
(2) management letters / letters of internal control weaknesses issued by the statutory auditors;
(3) internal audit reports relating to internal control weaknesses; and
(4) the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by
the audit committee.
(5) statement of deviations:
(a) quarterly statement of deviation(s) including report of monitoring agency, if applicable.
(b) annual statement of funds utilized for purposes other than those stated in the offer document/prospectus
notice.
COMPOSITION & MEETING DETAILS OF THE AUDIT COMMITTEE:
|
Name of the Directors |
Categories |
Designation in Committee |
DIN Number |
|
Mr. Narendra Sharma |
Non-Executive Independent |
Chairman of the Committee |
DIN:01380061 |
|
Mrs. Neelam Tater |
Non-Executive Independent |
Member of the Committee |
DIN:07653773 |
|
Mr. Sunil Lunawath |
Managing Director |
Member of the Committee |
DIN:01105117 |
During the financial year under review, 05 (Five) Audit Committee Meetings were held as mentioned below:
|
Sr. |
Date of Meeting |
No. of Directors entitled to |
No. of Directors present at the |
|
No. |
attend Meeting |
Meeting |
|
|
1. |
15.04.2024 |
3 |
3 |
|
2. |
05.07.2024 |
3 |
3 |
|
3. |
02.09.2024 |
3 |
3 |
|
4. |
13.11.2024 |
3 |
3 |
|
5. |
11.03.2025 |
3 |
3 |
B. NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee was constituted in the board meeting dated 06.02.2024 with
following roles and responsibilities:
(1) formulation of the criteria for determining qualifications, positive attributes and independence of a director
and recommend to the Board of Directors a policy relating to, the remuneration of the Directors, Key
Managerial Personnel and other employees;
(2) For every appointment of an Independent Director, the Nomination and Remuneration Committee shall
evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation,
prepare a description of the role and capabilities required of an independent director. The person
recommended to the Board for appointment as an independent director shall have the capabilities identified
in such description. For the purpose of identifying suitable candidates, the Committee may:
a. uses the services of an external agencies, if required;
b. considers candidates from a wide range of backgrounds, having due regard to diversity; and
c. considers the time commitments of the candidates.
(3) formulation of criteria for evaluation of performance of Independent Directors and the Board of Directors;
(4) devising a policy on diversity of Board of Directors;
(5) identifying persons who are qualified to become directors and who may be appointed in senior management
in accordance with the criteria laid down, and recommend to the Board of Directors their appointment and
removal.
(6) whether to extend or continue the term of appointment of the Independent Director, on the basis of the report
of performance evaluation of Independent Directors.
(7) recommend to the Board, all remuneration, in whatever form, payable to senior management.
COMPOSITION & MEETING DETAILS OF THE NOMINATION AND REMUNERATION COMMITTEE:
|
Name of the |
Categories |
Designation in Committee |
DIN Number |
|
Mr. Narendra |
Non-Executive Independent |
Chairman of the Committee |
DIN:01380061 |
|
Mrs. Neelam Tater |
Non-Executive Independent |
Member of the Committee |
DIN:07653773 |
|
Mr. Sunil Gattani |
Non-Executive Non¬ |
Member of the Committee |
DIN: 02409338 |
During the financial year under review, 05 (Five) Nomination and Remuneration Committee Meetings were held as
mentioned below:
|
Sr. |
Date of Meeting |
No. of Directors entitled to attend |
No. of Directors present at the |
|
No. |
Meeting |
Meeting |
|
|
1. |
15.04.2024 |
3 |
3 |
|
2. |
05.07.2024 |
3 |
3 |
|
3. |
02.09.2024 |
3 |
3 |
|
4. |
13.11.2024 |
3 |
3 |
|
5. |
11.03.2025 |
3 |
3 |
The Stakeholders Relationship Committee was constituted in the board meeting dated 06.02.2024 with
following roles and responsibilities:
(1) Resolving the grievances of the security holders of the listed entity including complaints related to
transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of
new/duplicate certificates, general meetings etc.
(2) Review of measures taken for effective exercise of voting rights by shareholders.
(3) Review of adherence to the service standards adopted by the listed entity in respect of various services being
rendered by the Registrar & Share Transfer Agent.
(4) Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed
dividends and ensuring timely receipt of dividend warrant/annual reports/statutory notices by the
shareholders of the company.
COMPOSITION & MEETING DETAILS OF THE STAKEHOLDERS RELATIONSHIP COMMITTEE:
|
Name of the |
Categories |
Designation in Committee |
DIN Number |
|
Mr. Sunil Gattani |
Non-Executive Non¬ |
Chairman of the Committee |
DIN:02409338 |
|
Mrs. Neelam Tater |
Non-Executive Independent |
Member of the Committee |
DIN: 07653773 |
|
Mr. Pradeep |
Executive Director |
Member of the Committee |
DIN: 01105096 |
During the financial year under review, 02 (Two) Stakeholders Relationship Committee Meetings were held as
mpntinnpH hplnw
|
Sr. No. |
Date of Meeting |
No. of Directors entitled to attend |
No. of Directors present at |
|
Meeting |
the Meeting |
||
|
1. |
02.09.2024 |
3 |
3 |
|
2. |
13.11.2024 |
3 |
3 |
D. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:
The Corporate Social Responsibility Committee was re-constituted in the board meeting dated 06.02.2024
with following roles and responsibilities:
(1) Formulation and Recommendation of CSR Policy, Ensure the policy aligns with the company''s mission, legal
requirements, and community needs;
(2) Identifying and Recommending CSR Activities, Schedule VII of the Companies Act (in India), Relevant CSR
regulations in the operating jurisdiction;
(3) Budgeting and Allocation, Recommend the amount of expenditure to be incurred on CSR activities, ensure
spending meets the minimum prescribed percentage of net profits (e.g., 2% of average net profits over the last
3 years, under Indian law);
(4) Monitoring CSR Activities, Monitor the implementation of CSR projects directly or through implementing
agencies, set up transparent monitoring mechanisms to track the progress of ongoing initiatives, review
periodic reports and ensure timelines and budgets are being followed;
(5) Compliance and Reporting, ensure CSR activities are in compliance with legal and regulatory standards, Ensure
proper disclosure of CSR policy, programs, and outcomes on the company''s website and in the Annual Report;
(6) Evaluation of Impact, recommend methods for impact assessment of CSR initiatives, use feedback and
evaluation data to improve future programs;
(7) Engagement with Stakeholders, facilitate dialogue with communities, NGOs, local bodies, and government
agencies, build partnerships and encourage employee involvement in CSR activities;
(8) Governance and Ethics, ensure that CSR initiatives are ethically executed and reflect corporate values, Promote
a culture of social responsibility within the organization.
COMPOSITION & MEETING DETAILS OF THE CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:
|
Name of the |
Categories |
Designation in Committee |
DIN Number |
|
Mr. Nitin Gattani |
Joint Managing Director |
Chairman of the Committee |
DIN:00173258 |
|
Mr. Sunil Lunawath |
Managing Director |
Member of the Committee |
DIN:01105117 |
|
Mr. Narendra |
Non-Executive Independent |
Member of the Committee |
DIN:01380061 |
During the financial year under review, 03 (Three) Corporate Social Responsibility Committee Meetings were held
nc mpntinnpri helnw
|
Sr. No. |
Date of Meeting |
No. of Directors entitled to attend |
No. of Directors present at the |
|
1. |
02.09.2024 |
3 |
3 |
|
2. |
13.11.2024 |
3 |
3 |
|
3. |
11.03.2025 |
3 |
3 |
E. FINANCE COMMITTEE:
The Finance Committee was constituted in the board meeting dated 02.09.2024 with following roles and
responsibilities:
(1) Budgeting and Financial Planning, Develop and recommend the annual operating and capital budgets,
Review and monitor adherence to the approved budget, recommend adjustments or reallocations as
needed;
(2) Monitor monthly/quarterly financial statements, ensure that spending aligns with organizational goals
and approved budgets, Ensure adequate internal controls and risk management systems;
(3) Develop and recommend financial management policies (e.g., reserves, investments, procurement, cash
handling), Ensure compliance with legal, regulatory, and ethical standards;
(4) Recommend and liaise with external auditors, Oversee the annual audit process, Review and act on audit
findings, Monitor and manage financial risks;
(5) Recommend investment strategies in line with policy, monitor investment performance and compliance,
Review the organization''s liquidity and long-term financial planning;
(6) Collaborate on financial projections related to fundraising, ensure resources are used efficiently and
effectively;
(7) Present financial reports and analysis to the Board, provide financial insights to assist in strategic decision¬
making.
|
Name of the Directors |
Categories |
Designation in Committee |
DIN Number |
|
Mr. Sunil Lunawath |
Managing Director |
Chairman of the Committee |
DIN:01105117 |
|
Mr. Nitin Gattani |
Joint Managing Director |
Member of the Committee |
DIN:00173258 |
During the financial year under review, 01 (One) Finance Committee Meeting were held as mentioned below:
|
Sr. No. |
Date of Meeting |
No. of Directors entitled to attend |
No. of Directors present at |
|
1. |
13.11.2024 |
2 |
2 |
F. INTERNAL COMPLAINTS COMMITTEE:
The Internal Complaints Committee was constituted in the board meeting dated 28.03.2018 with following
roles and responsibilities:
(1) Promote awareness about sexual harassment and the organization''s zero-tolerance policy, organize
training and sensitization programs for employees and management, Advise the employer on workplace
safety and policy improvements;
(2) Accept written complaints of sexual harassment within stipulated timelines, Determine the admissibility
of the complaint and offer informal resolution if requested, conduct fair, unbiased, and timely
investigations, including interviews with involved parties and witnesses; Keep detailed documentation of
all proceedings in a confidential manner, Submit findings and disciplinary recommendations to the
employer;
(3) Provide a safe space for complainants to share experiences without fear of retaliation, Assist the
complainant during the inquiry process (e.g., allowing for representation, leave during inquiry), Protect
complainants and witnesses from victimization;
(4) Ensure the organization complies with applicable laws, Assist in any external audits or inspections;
(5) Review cases and suggest systemic changes to prevent recurrence, Evaluate the effectiveness of current
policies and recommend updates.
COMPOSITION & MEETING DETAILS OF THE INTERNAL COMPLIANTS COMMITTEE:
|
Sr. No. |
Name of the Members |
Designation in Committee |
|
1. |
Mrs. Saumya Gattani Daga |
Chairperson / Presiding Officer of the Committee |
|
2. |
Mr. Om Prakash Choudhary |
Member of the Committee |
|
3. |
Mr. Devendra Jain |
Member of the Committee |
|
4. |
Mrs. Shraddha Gattani |
Member of the Committee |
During the financial year under review, 01 (One) Internal Complaints Committee Meeting were held as mentioned
below:
|
Sr. No. |
Date of Meeting |
No. of Directors entitled to attend |
No. of Directors present at the |
|
Meeting |
Meeting |
||
|
1. |
13.11.2024 |
4 |
4 |
28. PUBLIC DEPOSITS:
The Company has not accepted or renews any deposits, within the meaning of Section 73 of the Companies Act,
2013, read with the Companies (Acceptance of Deposits) Rules, 2014.
29. DEPOSITORY SYSTEM:
The Company has entered into agreement with the National Securities Depository Limited (NSDL) and Central
Depository Services (India) Limited (CDSL) to enable shareholders to hold shares in a dematerialized form. The
Company also offers simultaneous dematerialization of the physical shares lodgedfor transfer.
30. UNSECURED LOAN FROM DIRECTORS:
During the year under review, the Company has not borrowed an unsecured loan from any of the Directors of the
Company.
31. DISCLOSURE UNDER SECTION 164 OF THE COMPANIES ACT, 2013:
The Company has received disclosures in Form DIR - 8 from all the Directors of the Company and has noted that
the none of the Director is disqualified under Section 164(2) of the Companies Act, 2013 read with Rule 14(1) of
Companies (Appointment and Qualification of Directors) Rules, 2014.
32. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The internal financial controls over financial reporting are designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of the Financial Statements.
These include those policies and procedures that i) pertain to the maintenance of records which in reasonable
detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, ii) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of the Financial Statements
in accordance with Generally Accepted Accounting Principles and that receipts and expenditures are being made
only in accordance with authorisations of the Management and the Directors of the Company and iii) provide
reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use or disposition of
the assets that can have a material effect on the Financial Statements.
The Management assessed the effectiveness of the internal financial controls over financial reporting as of March
31, 2025, and the Board believes that the controls are adequate.
33. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013:
The Company has zero tolerance on sexual harassment at workplace and committed to provide a safe and
conducive work environment to its employees. In line to make the workplace (Prevention, Prohibition and
Redressal) Act, 2013 ("POSH Act"), the Company has constituted the Internal Complaints Committee ("ICC") to
redress complaints received regarding sexual harassment. 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.
The policy formulated by the Company for prevention of sexual harassment is available on the website of the
Company at www.espritstones.com. During the year under review, the Committee has met on 13th November,
2024.
The following is a summary of complaints received and resolved during the financial year:
|
Sr. No. |
Nature of Complaints |
Received |
Disposed-Off |
Pending |
|
1. |
Sexual Harassment |
NIL |
NIL |
NIL |
|
2. |
Workplace Discrimination |
NIL |
NIL |
NIL |
|
3. |
Child Labour |
NIL |
NIL |
NIL |
|
4. |
Forced Labour |
NIL |
NIL |
NIL |
|
5. |
Wages and Salary |
NIL |
NIL |
NIL |
|
6. |
Other HR Issues |
NIL |
NIL |
NIL |
34. MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT, 1961:
The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible
women employees have been extended the statutory benefits prescribed under the Act, including paid maternity
leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks
and flexible return-to-work options, as applicable.
The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of
maternity. Necessary internal systems and HR Policies are in place to uphold the spirit and letter of legislation.
The Company remains committed to fostering an inclusive and supportive work environment that upholds the
rights and welfare of its women employees in accordance with applicable laws.
GENDER-WISE COMPOSITION OF EMPLOYEES:
In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender
composition of its workforce as on March 31, 2025.
|
Sr. No. |
Employees Details |
No. of Employees |
|
1. |
Male Employees |
252 (Two Hundred and Fifty-Two) |
|
2. |
Female Employees |
11 (Eleven) |
|
3. |
Transgender Employees |
0 (Zero) |
This disclosure reinforces the Company''s efforts to promote an inclusive workplace culture and equal opportunity
for all individuals, regardless of gender.
35. NSE COMPLIANCES AND LISTING FEES:
The Company was listed on SME Platform of NSE Exchange as on 02nd August, 2024. Further, the Company has
complied with all the applicable compliances with respect to the quarterly, half-yearly and yearly compliances to
be done during the year. Further, the annual listing fees for the FY 2025-26 has been paid.
36. DOWNSTREAM INVESTMENTS:
The Company neither have any Foreign Direct Investment (FDI) nor invested as any Downstream Investment in any
other Company in India.
37. AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES, 2014 - RULE 11 OF THE COMPANIES ACT, 2013:
The Company has used accounting software for maintaining its books of account for the financial year ended March
31, 2025 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the
year for all relevant transactions recorded in the softwares.
As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting under
Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory
requirements for record retention is not applicable for the financial year ended March 31, 2024.
38. APPOINTMENT OF DESIGNATED PERSON (MANAGEMENT AND ADMINISTRATION) RULES, 2014 - RULE 9 OF THE
COMPANIES ACT, 2013:
In accordance with Rule 9 of the Appointment of Designated Person (Management and Administration) Rules 2014,
it is essential for the company to designate a responsible individual for ensuring compliance with statutory
obligations.
The company has proposed and appointed Mrs. Anjali Pandey, Company Secretary and Compliance Officer as
Designated person in a Board meeting and the same has been reported in Annual Return of the company.
39. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
Pursuant to section 177(9) & (10) of the Companies Act, 2013 and Rule 7 of Companies (Meetings of Board and its
Powers) Rules,2014, the Board had approved a vigil mechanism (Whistle Blowing Policy). The Policy provides an
independent mechanism for reporting and resolving complaints pertaining to unethical behavior, actual or
suspected fraud and violation of the code of conduct of the Company. The policy on vigil mechanism and whistle
blower policy may be accessed on the Company''s website at the link: https://www.espritstones.com.
40. CONSOLIDATED FINANCIAL STATEMENTS:
The Consolidated Financial Statements required pursuant to section 129(3) of the Companies Act, 2013 (read with
rule 6 of the Companies (Accounts) Rule, 2014 as amended from time to time) have been prepared in accordance
with the relevant accounting standards as per the Companies (Accounting Standard) Rules, 2006.
The Audited Consolidated financial statements are provided along with the Standalone Financial Statements.
41. PREVENTION OF INSIDER TRADING:
In compliance with the provisions of Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015, the Board has adopted a code of conduct and code of practices and procedures for fair disclosure
of unpublished price sensitive information to preserve the confidentiality of price sensitive information, prevent
misuse thereof and regulate the trading by Insiders. The code of practice and procedures for fair disclosure of
unpublished price sensitive information is also available on the Company''s website i.e.
https://www.espritstones.com.
42. DETAILS OF APPLICATION/ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:
Neither any application was made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016
(31 of 2016) during the financial year.
43. 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:
As Company has not done any one-time settlement during the year under review hence no disclosure is required.
44. CORPORATE GOVERNANCE REPORT:
The Company Being Listed on Small and Medium Enterprise (SME) Platform of National Stock Exchange of India
Limited (NSE), the provisions of Corporate Governance are not applicable to the Company. Non-Applicability of
submission of Report on Corporate Governance is given in "Annexure 5".
45. CFO AND MD CERTIFICATION:
Compliance Certificate as Required Under Regulation 17(8) of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is Given in "Annexure 6".
46. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The Company Being Listed on Small and Medium Enterprise (SME) Platform of National Stock Exchange of India
Limited (NSE), the provisions regulation 25(7) of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 are not applicable to the Company.
47. REPORTING OF FRAUD, COMMENTS BY BOARD ON EVERY QUALIFICATION, RESERVATION, ADVERSE REMARK OR
DISCLAIMER:
For the Financial year 2024-25, the Statutory Auditor has not reported any instances of frauds committed in the
Company by its Officers or Employees under Section 143(12) of the Companies Act, 2013.
48. CODE FOR THE BOARD OF DIRECTORS AND SENIOR MANAGEMENT PERSONNEL:
The Company has laid down a code of conduct for the members of the board and senior management personnel of
the Company. The code of conduct has been posted on the Company''s website https://www.espritstones.com.
The code of conduct has been circulated to all the members of the Board and Senior Management personnel and
they have affirmed their compliance with the said code of conduct for the financial year ended 31st March, 2025. A
declaration to this effect signed by Mr. Sunil Lunawath, Managing Director, DIN: 01105117 and Mr. Nitin Gattani,
Joint Managing Director, DIN: 00173258 of the Company is appended at the end of this report as "Annexure 7".
49. GENERAL OTHER DISCLOSURES:
During the Financial year 2024-25, the following transaction were reported:
a) During the year the company has not Issue sweat equity shares, bonus shares or employees stock option;
b) Disclosure of certain type of agreements binding listed entities: There were no agreements entered as such.
50. ACKNOWLEDGEMENT AND APPRECIATION:
Your directors wish to place on record their deep appreciation for the co-operation extended by the bankers and
the services rendered by the employees at all levels and their dedication.
For and on behalf of the Board of Directors
For Esprit Stones Limited
Sd/- Sd/-
Name: Sunil Lunawath Name: Nitin Gattani
Date: 30th August, 2025 Designation: Managing Director Designation: Joint Managing Director
Place: Udaipur DIN: 01105117 DIN: 00173258
Mar 31, 2024
Your Director''s take pleasure in presenting the Eighth Annual Report on the business and operations of the company for the financial year ended on March 31, 2024.
1. FINANCIAL HIGHLIGHTS
The financial performance of your company for the year ending March 31, 2024 is summarized below:
|
Particulars |
Standalone (Amount in INR lakhs) |
|
|
FY. 2023-24 |
FY. 2022-23 |
|
|
Revenue from Operations |
16,000.82 |
13,127.17 |
|
Other Income |
521.95 |
229.77 |
|
Profit before Depreciation, Finance Costs, Exceptional items and Tax Expense |
2,338.54 |
1,394.01 |
|
Less: Depreciation and Amortisation expenses |
(570.65) |
(522.29) |
|
Profit before Finance Costs, Exceptional items and Tax Expense |
1,767.89 |
871.72 |
|
Less: Finance Costs |
(377.38) |
(368.06) |
|
Profit before Exceptional items and Tax Expense |
1,390.51 |
503.66 |
|
Add: Exceptional items |
- |
- |
|
Profit Before Tax Expense |
1,390.51 |
503.66 |
|
Less: Tax Expense (Current & Deferred) |
(361.77) |
(137.43) |
|
Profit for the year |
1,028.74 |
366.23 |
|
Balance of profit for earlier years |
5,330.37 |
4,964.14 |
|
Less: Utilized for issue of bonus shares |
(665.00) |
- |
|
Balance carried forward |
5,694.11 |
5330.37 |
|
Particulars |
Consolidated (Amount in INR lakhs) |
|
|
FY. 2023-24 |
FY. 2022-23 |
|
|
Revenue from Operations |
27,289.02 |
17,441.09 |
|
Other Income |
188.80 |
165.43 |
|
Profit before Depreciation, Finance Costs, Exceptional items and Tax Expense |
3,320.08 |
1,898.59 |
|
Less: Depreciation and Amortisation expenses |
(913.29) |
(733.11) |
|
Profit before Finance Costs, Exceptional items and Tax Expense |
2,406.79 |
1,165.48 |
|
Less: Finance Costs |
(997.11) |
(634.24) |
|
Profit before Exceptional items and Tax Expense |
1,409.68 |
5,31.24 |
|
Add: Exceptional items |
- |
- |
|
Profit Before Tax Expense |
1,409.68 |
531.24 |
|
Less: Tax Expense (Current & Deferred) |
(377.95) |
(175.52) |
|
Profit for the year |
1,031.73 |
355.72 |
|
Less: Minority interest |
(15.96) |
(12.40) |
|
Profit for the year (attributable to owners of the company) |
1,015.77 |
343.32 |
|
Balance of profit for earlier years |
5,286.64 |
4,943.32 |
|
Less: Utilized for issue of bonus shares |
(665.00) |
- |
|
Balance carried forward |
5,637.41 |
5,286.64 |
The Company has earned a profit of Rs. 1,028.74 Lakhs as per standalone financials during the F.Y 2023-24 as compared to profit of Rs. 366.23 Lakhs in the previous year and a profit of Rs. 1,015.77 Lakhs as per consolidated financials during the F.Y 2023-24 as compared to profit of Rs. 343.22 Lakhs in the previous year.
The Board of Directors thought it prudent not to recommend any Dividend for the financial year ended 31st March, 2024.
The Board of Directors didn''t propose to transfer any sum to the General Reserve.
5. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT
Management''s Discussion and Analysis Report for the year under review, in terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations"), is presented in a separate section forming part of the Annual Report.
6. MATERIAL CHANGES AFFECTING THE COMPANY AND COMMITMENT
Since the closure of the Financial Year i.e. since March 31, 2024, the Company vide Prospectus dated July 31, 2024 issued its securities via Initial Public Offering and the Company got listed on NSE Emerge stock exchange on August 02, 2024. Therefore, the Company now being a Listed Company the position of the Company is varied. During the period under review, there have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and till the date of this report.
7. SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE.
No significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status and company''s Operations in future
8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is provided in Annexure 1 and is attached to this report.
9. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY
The Company has in place a Risk Management Policy, pursuant to Section 134 of the Companies Act 2013. This robust Risk Management framework enables identification and evaluation of business risks and opportunities, seeks to create transparency, minimize adverse impact on business objectives and enhance the Company''s competitive advantage.
The Company has laid down a well-defined risk management mechanism commensurate with its size and the nature of business covering risk mapping, risk exposure and risk mitigation process. The Company''s Risk Management Policy has been developed to include various categories such as Human Resources, Financial, Business Processes and Systems, Strategy, Corporate Governance and Compliance and Information Security. Further, the Board ensures risk reporting and updates, risk policy compliances and provide overall guidance and support to business risk owners.
10. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company has a Policy on Corporate Social Responsibility and the same has been posted on the website of the Company i.e. https://www.espritstones.com. The composition of the Committee, contents of CSR Policy and report on CSR activities carried out during the financial year ended March 31, 2024 in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure 2.
As required under the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company shall be placed on the website of the Company. It can be accessed at https://www.espritstones.com
The Authorised Share Capital of the Company as on March 31, 2024 is Rs. 25,00,00,000/- (Rupees Twenty-Five Crores Only) divided into 2,50,00,000 (2 Crore and Fifty Lakh) Equity Shares having Face Value of Rs. 10/-(Rupees Ten Only) each and the Paid-up Equity Share Capital of the Company as on March 31, 2024 is Rs.
16.15.00. 000/- (Rupees Sixteen Crores and Fiftteen Lakhs Only) consisting of 1,61,50,000 (One Crore Sixty-One Lakhs and Fifty Thousand) Equity Shares having Face Value of Rs. 10/- (Rupees Ten Only) each.
The Authorised Share Capital of the Company increased from Rs. 10,00,00,000/- (Rupees Ten Crores Only) divided into 1,00,00,000 (One Crore) Equity Shares having Face Value of Rs. 10/- (Rupees Ten Only) each to Rs.
25.00. 00.000/- (Rupees Twenty-Five Crores Only) divided into 2,50,00,000 (2 Crore and Fifty Lakh) Equity Shares having Face Value of Rs. 10/- (Rupees Ten Only) each during the FY 2023-24.
Further, during the period under review, the paid-up Share Capital of the Company increased from Rs.
9.50.00. 000/- (Rupees Nine Crores Fifty Lakhs Only) consisting of 95,00,000 (Ninety-Five Lakhs) Equity Shares having Face Value of Rs. 10/- (Rupees Ten Only) each to Rs. 16,15,00,000/- (Rupees Sixteen Crores Fifteen Lakhs Only) through Bonus Issue of Rs. 6,65,00,000/- (Rupees Six Crores Sixty-Five Lakhs Only) divided into 66,50,000 (Sixty-Lakhs Fifty Thousand only) Equity Shares of Rs. 10/- (Rupees Ten Each) [i.e. 7 (Seven) fully paid up equity shares of nominal value of Rs. 10/- (Rupees Ten) each as bonus shares for every 10(Ten) equity share held out of the Reserves or Securities Premium Account of the Company on December 29, 2023.
Post Financial year 2023-24, the Company through Initial Public Issue dated July 26-30, 2024 i.e. during the FY 2024-25, issued 57,95,200 (Fifty-Seven Lakh Ninety-Five Thousand and Two Hundred) Equity Shares having Face Value of Rs. 10/- (Rupees Ten Only) each at a Premium of Rs. 77/- (Rupee Seventy-Seven Only) (Discount of 10% to the eligible employees of the Company) amounting to Rs. 50,35,42,400/- (Rupees Fifty Crores Thirty-Five Lakhs Forty-Two Thousand and Four Hundred Only), allotment was done on July 31, 2024, thereby increase in the paid up capital of the Company from Rs. 16,15,00,000/- (Rupees Sixteen Crores Fifteen Lakhs Thirty Thousand Six Hundred Only) divided into 1,61,50,000 (One Crore Sixty-One Lakhs and Fifty Thousand) Equity Shares having Face Value of Rs. 10/- (Rupees Ten Only) each to Rs. 21,94,52,000 (Twenty-One Crores Ninety-Four Lakhs and Fifty-Two Thousand only) divided into 2,19,45,200 (Two Crore Ninteen-Lakh Forty Five Thousand and Two Hundred only) Equity Shares having Face Value of Rs. 10/- (Rupees Ten Only) each.
13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
Details of Loans and advance granted, Investments made and Guarantees given during the year by the Company under review, covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
14. PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All Related Party Transactions are entered during the Financial Year are in compliance to the provisions of law, the Policy on Materiality of and dealing with Related Party Transactions ("Related Party Policy") and were entered with the approval of Audit Committee, Board and Shareholders, if and as applicable. All related party transactions were entered into were on arm''s length basis and in ordinary course of business. There were some related party transactions which could be considered material. Accordingly, the disclosure in Form AOC-2 pursuant to compliance of Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 is applicable to the Company for 2023-24 and hence does form part of this report as Annexure 3 and all related party transaction on arm''s length basis forms parts to notes to the Financial Statements.
Further, in terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, the transactions with person/entity belonging to the promoter/ promoter group holding 10% or more shareholding in the Company are as under:
|
Name of the Person/Entity |
% Holding in the Company |
Amount in Lakhs) |
Nature of Transaction |
|
Pradeep kumar Lunawath |
08.67%* |
19.50 |
Salary Paid |
|
Sunilkumar Lunawath |
13.68% |
19.50 |
Salary Paid |
|
Nitin Gattani |
28.11% |
19.50 |
Salary Paid |
|
Shubh Gattani |
04.50%* |
13.00 |
Salary Paid |
|
*shareholding reduced below 10% during the year because of transfer of shares |
|||
15. COMPLIANCE WITH THE SECRETARIAL STANDARDS
During the period under review, the Company has complied Secretarial Standards-1(SS-1) and Secretarial Standards-2 (SS-2) issued by the Institute of Company Secretaries of India.
16. AUDITORS AND AUDITORS'' REPORT
16.1 STATUTORY AUDITORS & THEIR REPORT
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules made thereunder, M/s. A Bafna & Company (FRN No. 003660C), Chartered Accountants have been appointed as statutory auditors of the company at Fifth Annual General Meeting held on November 30, 2021 for a term of five consecutive years from the conclusion of Fifth Annual General Meeting till the conclusion of the 10th (Tenth) Annual General Meeting of the Company.
Pursuant to Section 139 and 141 of the Companies Act, 2013 and relevant Rules prescribed there under, the Company has received certificate from the Auditors to the effect, inter-alia, confirming that their appointment continues to be within the limits laid down by the Act, is as per the term provided under the Act, that they are not disqualified for continuing such appointment under the provisions of applicable laws and also that there are no pending proceedings against them or any of their partners with respect to professional matters of conduct.
The Audit Report for the financial year 2023-24 is attached herewith. The report does not contain any reservation, qualification or adverse remark. Information referred in the Auditor Report are self-explanatory and do not call for any further comments.
16.2 COST AUDITOR
Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit Amendment Rules, 2014, the cost audit records maintenance is not applicable on the company.
16.3 SECRETARIAL AUDIT
Secretarial Audit is not applicable for financial year ended 31st March, 2024 as the Company does not fall into the criteria mentioned under Section 204 of Companies Act, 2013 and it was not a listed public company as on 31st March, 2024.
16.4 INTERNAL AUDITOR
Internal Auditor was not required to be appointed by the company during the year under review.
17. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
The information required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure 4.
18. POLICY RELATING TO DIRECTORS APPOINTMENT AND REMUNERATION ETC.
In compliance with the requirements of Section 178 of the Companies Act, 2013 the Company has laid down a Nomination and Remuneration Policy.
The salient features of the NRC Policy are as under:
1. Setting out the objectives of the Policy
2. Definitions for the purposes of the Policy
3. Policy for appointment and removal of Director, KMP and Senior Management
4. Policy relating to the Remuneration for the Managerial Personnel, KMP, Senior Management Personnel & other employees
5. Remuneration to Non-Executive/ Independent Director.
Policy can be accessed at https://www.espritstones.com
19. ANNUAL EVALUATION OF BOARD''S PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
Pursuant to Section 134(3)(p) of the Companies Act, 2013, annual evaluation of board''s performance, its committees and individual directors was not applicable for financial year ended 31st March, 2024 as the Company does not fall into the criteria mentioned under Section 134 and rules thereunder of Companies Act, 2013 and it was not a listed public company as on 31st March, 2024.
20. BOARD MEETINGS HELD DURING THE FINANCIALYEAR 2023-24
During the Financial Year 2023-24, the Company held Twenty Board Meetings of the Board of Directors as per Section 173 of Companies Act, 2013 on 10/04/2023, 18/04/2023, 30/05/2023, 14/06/2023, 15/07/2023, 27/07/2023, 04/09/2023, 29/09/2023, 07/11/2023, 17/11/2023, 20/11/2023, 16/12/2023, 29/12/2023, 16/01/2024, 29/01/2024, 05/02/2024, 06/02/2024, 15/02/2024, 27/02/2024, and 15/03/2024.
The provisions of Companies Act, 2013 were adhered to while considering the time gap between two meetings.
21. DIRECTORS RESPONSIBILITY STATEMENT
In terms of the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the Board of Directors, in respect of the year ended 31st March, 2024, hereby confirm that:
a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;
c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) The Directors had prepared the annual accounts on a going concern basis;
e) The Directors had laid down proper internal financial controls to be followed by the Company and that such internal financial controls were adequate and were operating effectively; and
f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and were operating effectively.
22. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
During the year, no company has become or ceased to be a subsidiary, joint venture or associate of the Company.
Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014, Statement containing salient features of the financial statement of subsidiaries or associate companies or joint ventures in prescribed format AOC-1 is attached as "Annexure 5".
|
Details of Subsidiary/ JV/ Associate Company is given below: |
|||
|
Sr. No |
Name of Company |
Relation |
Date of Incorporation |
|
1. |
Addwaya Chemicals Private Limited |
Subsidiary |
August 20, 2020 |
|
2. |
Haique Stones Private Limited |
Wholly Owned Subsidiary |
August 19, 2021 |
|
3. |
Haique Stones Inc, USA |
Wholly Owned Subsidiary |
August 06, 2021 |
23. DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declarations from all Independent Directors of the Company, confirming that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.
The Independent directors of the Company have undertaken requisite steps towards the inclusion of their names in the data bank of Independent directors maintained with the Indian Institute of Corporate affairs in terms of Section 150 of the act read with rule 6 of the Companies (appointment & Qualification of directors) rules, 2014.
The Board is of the opinion that all the Independent Directors of the Company possess requisite qualifications, experience (including the proficiency) and expertise in their domain areas and that they hold highest standards of integrity.
24. CHANGE IN NATURE OF BUSINESS
There has been no change in the nature of Business of the Company during the year under review. However, w.e.f. February 05, 2024 the Company is converted into a Public Limited Company vide a Special Resolution passed at an Extra Ordinary General Meeting dated December 29, 2023.
Further, the Company vide Prospectus dated July 31, 2024 issued its securities via Initial Public Offering and on August 02, 2024 the Company''s Securities were listed on NSE Emerge Platform.
The Company has taken adequate insurance to cover the risks to its employees, property (land and buildings), plant, equipment, other assets and third parties as may be applicable.
26. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL
There has been changes in the Key Managerial Personnel and the constitution of Board of Directors during the year under review. The details of the change are as below:
|
Sr. No. |
Name of the Director / Key Managerial Personnel |
Designation |
Date of Appointment/Date of Change in Designation/Date of Cessation |
Reason |
|
1 |
Mr. Sunilkumar Lunawath, DIN: 01105117 |
Managing Director |
01.02.2024 |
Change in Designation |
|
2 |
Mr Nitin Gattani DIN: 0173258 |
Joint Managing Director |
01.02.2024 |
Change in Designation |
|
3 |
Mr Sunil Gattani DIN: 02409338 |
Professional NonExecutive Director |
05.02.2024 |
Change in Designation |
|
4 |
Mr Mangi Lal Lunawath DIN:00281445 |
Director |
16.12.2023 |
Cessation |
|
5 |
Mr Prakash Manghani |
Chief Financial Officer |
05.02.2024 |
Appointment |
|
6 |
Mrs Anjali Pandey |
CS and Compliance Officer |
05.02.2024 |
Appointment |
|
7 |
Mr Narendra Sharma DIN: 01380061 |
Independent Director |
06.02.2024 |
Appointment |
|
8 |
Mrs Neelam Tater DIN: 07653773 |
Independent Director |
06.02.2024 |
Appointment |
|
9 |
Mr Sunil Gattani DIN: 02409338 |
Promoter NonExecutive Director |
16.12.2023 |
Change in Designation |
Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013, one-third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM. Consequently, Mr. Sunil Rameshwarlal Gattani (DIN: 02409338), Director of the Company will retire by rotation at the ensuing AGM, and being eligible, offers himself for re-appointment.
The Board of Directors have the following Committees:
A. Audit Committee (Formed on 06/02/2024)
B. Nomination and Remuneration Committee (Formed on 06/02/2024)
C. Stakeholders'' Relationship Committee (Formed on 06/02/2024)
D. Corporate Social Responsibility Committee (Re-Constituted on 06/02/2024)
The terms of reference of Audit Committee and Nomination and Remuneration Committee are in compliance
with applicable provisions, rules and regulations of Companies Act, 2013 as amended from time to time and
Listing regulations of SEBI.
Committees Composition-A. Audit Committee
⢠Narendra Sharma - Independent Director (Chairman), DIN: 01380061
⢠Neelam Tater - Independent Director (Member); DIN: 07653773 and
⢠Sunilkumar Lunawath - Managing Director (Member), DIN: 01105117
One audit committee meeting was held during the year. The dates on which the said meetings were held are as follows: 15.02.2024. The necessary quorum was present at the meetings.
B. Nomination and Remuneration Committee
⢠Neelam Tater - Independent Director (Chairperson), DIN: 07653773
⢠Narendra Sharma - Independent Director (Member); DIN: 01380061
⢠Sunil Rameshwarlal Gattani - Non-Executive Non-Independent Director (Member), DIN: 02409338 No Nomination and Remuneration Committee meetings were held during the year.
C. Stakeholders'' Relationship Committee
¦ Mr. Sunil Rameshwarlal Gattani - Non-Executive Director (Chairman), DIN: 02409338
¦ Mrs. Neelam Tater - Independent Director (Member); DIN: 07653773 and
¦ Mr. Pradeepkumar Lunawath - Executive Director (Member), DIN: 01105096
No Stakeholders'' Relationship Committee meetings were held during the year.
D. Corporate Social Responsibility Committee
¦ Nitin Gattani - Joint Managing Director (Chairman), DIN: 00173258
¦ Sunilkumar Lunwath - Managing Director (Member); DIN: 01105117 and
¦ Narendra Sharma - Independent Director (Member), DIN: 01380061.
Four Corporate Social Responsibility Committee meetings were held during the year. The dates on which the said meetings were held are as follows: 10.04.2023, 21.07.2023, 04.09.2023 ,15.03.2024. The necessary quorum was present at the meetings.
The company has not accepted any deposits from public and neither from directors during the year 2023-24.
The Company has entered into agreement with the National Securities Depository Limited and Central Depository Services (India) Limited (CDSL) to enable shareholders to hold shares in a dematerialized form. The Company also offers simultaneous dematerialization of the physical shares lodged for transfer.
30. DISCLOSURE UNDER SECTION 164 OF THE COMPANIES ACT, 2013
The Company has received disclosures in Form DIR - 8 from all the Directors'' of the Company and has noted that the none of the Director is disqualified under Section 164 of the Companies Act, 2013 read with Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.
31. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The internal financial controls over financial reporting are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Financial Statements.
These include those policies and procedures that i) pertain to the maintenance of records which in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of the Financial Statements in accordance with Generally Accepted Accounting Principles and that receipts and expenditures are being made only in accordance with authorizations of the Management and the Directors of the Company and iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets that can have a material effect on the Financial Statements.
The Management assessed the effectiveness of the internal financial controls over financial reporting as of March 31, 2024, and the Board believes that the controls are adequate.
The company was not required to appoint internal auditor during the financial year 2023-24 as it does not fall under the criteria prescribed under Section 138 of the Companies Act 2013 and rules thereunder.
32. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company is committed to provide a safe and conducive work environment to its employees. The Company has constituted the Internal Complaints Committee to redress complaints received regarding sexual harassment. During the year under review, no complaint was received by the Company.
33. VIGIL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to section 177(9) & (10) of the Companies Act, 2013 and Rule 7 of Companies (Meetings of Board and its Powers) Rules,2014, the Board had approved a vigil mechanism (Whistleblowing Policy). The Policy provides an independent mechanism for reporting and resolving complaints pertaining to unethical behaviour, actual or suspected fraud and violation of the code of conduct of the Company. The policy on vigil mechanism and whistle blower policy may be accessed on the Company''s website at the link: https://www.espritstones.com
34. CONSOLIDATED FINANCIAL STATEMENTS:
The Consolidated Financial Statements required pursuant to section 129(3) of the Companies Act, 2013 (read with rule 6 of the Companies (Accounts) Rule, 2014 as amended from time to time) have been prepared in accordance with the relevant accounting standards as per the Companies (Accounting Standard) Rules, 2006. The Audited Consolidated financial statements is provided along with the Standalone Financial Statements.
35. PREVENTION OF INSIDER TRADING
In compliance with the provisions of Securities Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Board has adopted a code of conduct and code of practices and procedures for fair disclosure of unpublished price sensitive information to preserve the confidentiality of price sensitive information, prevent misuse thereof and regulate the trading by Insiders. The code of practice and procedures for fair disclosure of unpublished price sensitive information is also available on the Company''s website i.e. https://www.espritstones.com.
36. DETAILS OF APPLICATION/ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016
Neither any application was made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.
37. 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
As Company has not done any one-time settlement during the year under review hence no disclosure is required.
38. CORPORATE GOVERNANCE REPORT
The Company Being Listed on SME Platform of NSE, the provisions of Corporate Governance are not applicable to the Company. Non-Applicability of submission of Report on Corporate Governance is given in Annexure 6.
Compliance Certificate as Required Under Regulation 17(8) Of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is Given in Annexure 7.
40. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTOR
The Company Being Listed on SME Platform of NSE, the provisions regulation 25(7) of the SEBI (LODR) Regulations, 2015 are not applicable to the Company.
41. REPORTING OF FRAUD, COMMENTS BY BOARD ON EVERY QUALIFICATION, RESERVATION, ADVERSE REMARK OR DISCLAIMER
For the Financial year 2023-24, the Statutory Auditor has not reported any instances of frauds committed in the Company by its Officers or Employees under section 143(12) of the Companies Act, 2013.
42. CODE FOR THE BOARD OF DIRECTORS AND SENIOR MANAGEMENT PERSONNEL
The Company has laid down a code of conduct for the members of the board and senior management personnel of the Company. The code of conduct has been posted on the Company''s website https://www.espritstones.com.
The code of conduct has been circulated to all the members of the Board and Senior Management personnel and they have affirmed their compliance with the said code of conduct for the financial year ended 31st March, 2024. A declaration to this effect signed by Mr. Sunil Kumar Lunawath, Managing Director, DIN: 01105117 and Mr. Nitin Gattani, Joint Managing Director, DIN: 00173258 of the Company is appended at the end of this report as Annexure 8.
During the Financial year 2023-24 following transaction were reported: -
a) Issue of equity shares with differential rights as to dividend, voting or otherwise.
b) During the year the company has not Issue sweat equity shares, bonus shares or employees stock option plan except the discount of Rs. 5/- per share given on premium to certain employees during Initial Public offer post financial year under review.
c) None of the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.
d) Disclosure of certain type of agreements binding listed entities: There were no agreements entered as such.
Your directors wish to place on record their deep appreciation for the co-operation extended by the bankers and the services rendered by the employees at all levels and their dedication.
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