Dear Members,
The Directors hereby present their Twenty First Annual Report on the performance of the
Company together with the Audited Financial Statements for the Financial Year (FY')
ended 31st March 2025.
1. FINANCIAL RESULTS (Amount in Rs. Lakhs, except EPS)
Particulars |
Standalone |
Consolidated |
|
FY 2024-25 |
FY 2023-24 |
FY 2024-25 |
FY 2023-24 |
| Revenue from Operations |
1,64,682.47 |
1,64,605.04 |
1,78,275.38 |
1,72,062.35 |
| Other Income |
1,871,39 |
2,082.62 |
1,871.40 |
2,082.65 |
Total Income |
1,66,553,86 |
1,66,633.66 |
1,80,146.78 |
1,74,091.00 |
| Total Expenses |
1,63,154.02 |
1,62,563.98 |
1,73,940.58 |
1,68,268.48 |
Profit before tax and exceptional items |
3,399.84 |
4,069.68 |
6,206.20 |
5,822.52 |
| Exceptional and Extraordinary Item |
- |
- |
- |
- |
Share of Profit/(Loss) in Associate Company - - |
(51.70) |
- |
| Tax Expense |
843.40 |
997.40 |
843.40 |
997.40 |
Profit after Tax for the year |
2,556.44 |
3,072.28 |
5,311.10 |
4,825.12 |
| Total Other Comprehensive Income for the year |
(4.49) |
(1.62) |
(4.49) |
(1.62) |
| Total Comprehensive Income for the year |
2,551,95 |
3,070.66 |
5,306.61 |
4,823.50 |
| Net Profit Attributable to Parent Company |
- |
- |
4616.28 |
4,404.56 |
| Net Profit Attributable to Non-controlling Interest |
- |
- |
690.33 |
418.94 |
Basic EPS (Rs. per share) |
17.82 |
22.73 |
32.18 |
32.58 |
Diluted EPS (Rs. per share) |
17.82 |
22.21 |
32.18 |
31.85 |
2. STATE OF COMPANY'S AFFAIRS
On a standalone basis, revenue from operations for FY 2024-25 was Rs. 1,64,682.47
Lakhs, compared to corresponding previous year's revenue from operations which was Rs.
1,64,605.04 Lakhs. Total revenue was Rs. 1,66,553.86 Lakhs in comparison to corresponding
previous year's total revenue of Rs. 1,66,633.66 Lakhs. The profit after tax (PAT) for FY
2024-25 and FY 2023-24 was Rs. 2,556.44
Lakhs and Rs. 3,072.28 Lakhs respectively.
On a consolidated basis, revenue from operations for FY 2024-25 was Rs. 1,78,275.38
Lakhs, compared to corresponding previous year's revenue from operations which was Rs.
1,72,062.35 Lakhs. Total revenue was Rs. 1,80,146.78 Lakhs in comparison to corresponding
previous year's total revenue of Rs. 1,74,091.00 Lakhs. The profit after tax (PAT) for FY
2024-25 and FY 2023-24 was
Rs. 5,311.10 Lakhs and Rs. 4,825.12 Lakhs respectively.
3. DIVIDEND
During the reviewed period, the Company paid out dividends to all shareholders at a
rate of 5% (Re.
50 Paise per share) based on the face value for the financial year ending on 31st
March 2024. This dividend was approved by the Company's members during the Annual General
Meeting held on 30th September 2024.
Additionally, recognizing the Company's financial growth and its positive future
outlook, the Board of Directors, in their meeting on 15th May 2025, proposed a
final dividend of 5% i.e. 50 Paisa per share on the face value of Rs 10/- each for the
financial year ending on 31st March 2025. This proposal will be presented to
the Members for approval at the upcoming Annual General Meeting for the financial year
ending on 31st March 2025.
4. DIVIDEND DISTRIBUTION POLICY
In accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI LODR Regulations"), the Board of
Directors of the Company has adopted a Dividend Distribution Policy ("Policy")
which endeavors for fairness, consistency and sustainability while distributing profits to
the shareholders. The Policy can be accessed on the website of the
Company at www.creativenewtech.com.
5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
The provisions of Section 125(2) of the Companies Act, 2013, do not apply as there was
no dividend which were unclaimed or unpaid since last seven years.
6. TRANSFER TO GENERAL RESERVE
The whole profit after tax has been transferred to reserves and surplus.
7. SHARE CAPITAL a. Authorised Share Capital:
During the reporting year, there has been no change or update in Authorised Share
Capital of the Company. Therefore, Authorised Share Capital of the company stands at Rs.
20,00,00,000/- (Rupees Twenty Crore Only) divided into 2,00,00,000 (Two Crore) Equity
Shares of Rs. 10/- (Rupees Ten Only) each, similar to previous year. b. Issued and Paid
up Share Capital and Warrants:
During the reporting year: i) On 21st September 2024, Company has converted
1,28,000 fully convertible warrants into Equity Shares of the company being 100% funds
received from warrant holders. ii) On 03rd January 2025, Company has converted
5,00,000 fully convertible warrants into Equity Shares of the company being 100% funds
received from warrant holders. iii) On 29th January 2025, Company has converted
2,75,000 fully convertible warrants into Equity Shares of the company being 100% funds
received from warrant holders.
In summary, Paid up share capital on 01st April 2024 was Rs. 14,11,36,750/-
divided into 1,41,13,675 Equity shares of Rs. 10/- each. After considering all the
above-mentioned conversions during the year, the paid up share capital of the Company on
31st March 2025 stands at Rs. 15,01,66,750/- divided into 1,50,16,675 Equity
shares of Rs. 10/- each. Further, during the year company has converted all outstanding
warrants into equity shares and as on financial year closing at 31 st March
2025, company does not have any outstanding warrants.
8. DEPOSITORY SYSTEM
The Company has established agreements with both the National Securities Depository
Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) to facilitate
shareholders in maintaining shares in dematerialized form. Additionally, the Company
extends the convenience of concurrent dematerialisation for physical shares submitted for
transfer.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board consists of Executive and Non-executive Directors including Independent
Directors along with Key Managerial Personnel who have vast experience in the core
business activity of the Company. The composition of the Board is in consonance with
Corporate Governance norm with the Stock Exchange. specifiedin
During the year there have been no change in directorship of the Company.
In accordance with the provisions of Section 152 of the Act and the Articles of
Association of the
Company, Mr. Vijay Kimatrai Advani (DIN 02009626) Whole-time Director of the Company,
retires by rotation at the ensuing AGM and being eligible, has offered himself for
re-appointment.
Further, during the year under review, there is no change in the key managerial
personnel of the
Company and Mr. Tejas Doshi, Chief Compliance Officer and Company Secretary and Mr.
Abhijit Kanvinde, Chief Financial Officer are key managerial personnel of the Company.
Remuneration paid to Executive Directors & KMPs are as follows:
(Amount in Rs. Lakhs)
Sr. No. Name of Director / KMP |
Designation |
Education Qualification |
Gross Remuneration paid per annum for FY 2024-25 |
Proposed Gross Remuneration to be paid per annum for FY 2025-26 |
1. Mr. Ketan Patel |
Chairman and Managing Director |
Diploma in Computer Technology |
104.10 |
114.86 |
2. Mrs. Purvi Patel |
Whole-time Director |
Diploma in Pharmacy |
69.14 |
81.68 |
3. Mr. Vijay Advani |
Whole-time Director |
B. Com |
59.30 |
65.92 |
4. Mr. Abhijit Kanvinde |
Chief Financial Officer |
CA, Diploma in Marketing Management, B. Com |
46.81 |
55.12 |
5. Mr. Tejas Doshi |
Chief Compliance Officer and Company Secretary |
MBA - Finance (UK), CS, LL.B, B.Com |
33.00 |
40.61 |
TOTAL |
|
|
312.35 |
358.19 |
Independent Directors
In terms of Section 149 of the Act, Mr. Kurian Chandy, Mr. Suresh Bhagavatula, Mr.
Mihir Shah and Ms. Prachi Jain are the Independent Directors of the Company. The Company
has received declarations from all the Independent Directors confirming that they meet the
criteria of independence as prescribed under Section 149(6) of the Act and Regulation
16(1)(b) of the SEBI Listing Regulations and are independent of the management. In terms
of Regulation 25(8) of the SEBI Listing Regulations, they have confirmed that they are not
aware of any circumstance or situation, which exist or may be reasonably anticipated, that
could impair or impact their ability to discharge their duties with an objective
independent judgement and without any external influence. The Board of Directors of the
Company has taken on record the declaration and confirmation submitted by the Independent
Directors. Independent Directors are not liable to retire by rotation in terms of Section
149(13) of the Act. The Board is of the opinion that the Independent Directors of the
Company possess requisitequalifications,experienceandexpertiseinthefieldsof science and
technology, banking, treasury operations, risk management, legal, digitalization,
strategy, finance, governance, human resources, safety, sustainability, etc. and that they
hold highest standards of integrity.
The Independent Directors of the Company have confirmed that they have enrolled
themselves in the Independent Directors' Databank maintained with the Indian Institute of
Corporate Affairs (IICA') in terms of Section 150 of the Act read with Rule 6 of the
Companies (Appointment &
Directors) Rules, 2014.
The Board is of the opinion that the Independent Directors of the Company possess
requisite qualifications, experience and expertise in the fields of banking, finance,
treasury operations, risk management, legal, information technology, strategy, governance,
human resources, safety, sustainability, etc. and that they hold highest standards of
integrity.
Details of Familiarization Programme for the Independent Directors can be accessed on
the website of the Company at www.creativenewtech.com.
10. DISCLOSURES RELATED TO BOARD MEETINGS AND COMMITTEES OF THE BOARD
BOARD OF DIRECTORS (BOARD MEETINGS)
During the year under review, 4 (Four) Board Meetings were held, details of which are
provided in the Corporate Governance Report. The intervening gap between the Meetings was
within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations
and Disclosure Requirements) Regulations 2015.
AUDIT COMMITTEE
As on 31st March 2025, the Audit Committee comprised of 4 (Four) Members and
all of them are Independent Directors of the Company. During the year, 4 (Four) Meetings
of Audit Committee were convened and held and details of which are given in the Corporate
Governance Report. Your directors ensure that Audit Committee meets regularly to review
reports, including significant audit observations and follow-up actions thereon. During
the year under review, there were no instances when the recommendations of the Audit
Committee were not accepted by the Board.
NOMINATION AND REMUNERATION COMMITTEE
As of 31st March 2025, the Nomination and Remuneration Committee consisted
of 4 (Four) members, all of whom are Independent Directors of the Company. During the
year, 1 (One) meeting of the Nomination and Remuneration Committee was held, with the
details provided in the Corporate Governance Report. The Directors ensure that the Company
adheres to a Policy on the Remuneration of Directors and Senior Management Employees. This
policy is approved by both the Nomination & Remuneration Committee and the Board. The
primary goal of the policy is to ensure that the level and structure of remuneration are
fair, adequate, and designed to attract, retain, and motivate Directors, Key Managerial
Personnel (KMP), and Senior Management employees.
The policy of the Company on Director's appointment and remuneration is uploaded on to
the Company's website and the same is available at http://www.creativenewtech.com/
STAKEHOLDERS' RELATIONSHIP COMMITTEE
As of 31st March 2025, the Stakeholders' Relationship Committee consisted of
4 (Four) members, all of whom are Independent Directors of the Company. During the year, 1
(One) Meeting of Stakeholders' Relationship Committee was convened and held and details of
which are given in the Corporate Governance Report. The role of the Committee is explained
in detail in the Corporate Governance Report enclosed herewith. During the year, under
review, Company has complied with all compliances as mandated by various government
authorities and Company has not received any complaint from its Investor or shareholders
or any individuals.
RISK MANAGEMENT COMMITTEE:
As of 31st March 2025, the Risk Management Committee consisted of 4 (Four)
members, out of which three are executive directors and one is Independent Director.
During the year, the committee held 4 (Four) meetings to identify, evaluate, and
prioritize potential risks, ensuring the implementation of effective mitigation
strategies. The committee also reviewed and updated the Company's risk management
framework, ensuring alignment with evolving business dynamics and regulatory requirements.
Through these efforts, the Risk Management Committee has played a crucial role in
safeguarding the Company's assets, reputation, and long-term growth.
SHARE ALLOTMENT COMMITTEE:
As of 31st March 2025, the Share Allotment Committee consisted of 4 (Four)
members, out of which two are executive directors, one is CS and one is CFO. During the
year, the committee held 3 (Three) meetings for the agenda of conversion of fully
convertible warrants to equity shares. Details of these meetings are provided in the
Corporate Governance Report.
INTERNAL COMPLAINT COMMITTEE (UNDER SEXUAL HARASSMENT POLICY)
As of 31st March 2025, the Internal Complaint Committee consisted of 3
(Three) members, out of which Chairperson is woman employee and other 2 members are
executive Directors of the company out of which one is Woman Director. During the year,
the committee held 4 (Four) Meetings. Details of these meetings and detail about this
committee are provided in the Corporate Governance Report.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:
As of 31st March 2025, the CSR Committee consisted of 4 (Four) members, out
of which two are executive directors and one is Independent Director. During the year
under review, 1 (One) meeting of the CSR Committee was held, details of which are provided
in the Corporate Governance Report.
11. PERFORMANCE EVALUATION
The Board evaluated the effectiveness of its functioning, that of the Committees and of
individual directors for FY 2024-25 pursuant to the provisions of the Act and Regulation
17(10) of the SEBI LODR Regulations. The evaluation was carried out based on the guidance
note on Board Evaluation issued by the Securities and Exchange Board of India.
With a view to maintain high level of confidentiality and ease of doing evaluation, the
exercise was carried out through a structured questionnaire. Each Board member filled up
the evaluation template on the functioning and overall level of engagement of the Board
and its Committees, on parameters such as composition, execution of specific duties,
quality, quantity and timeliness of flow of information, deliberations at the meeting,
independence of judgement, decision-making, management actions etc. The evaluation
templates were structured considering the amendments made under the SEBI LODR Regulations.
The Directors were also asked to provide their valuable feedback and suggestions on the
overall functioning of the Board and its committees and the areas of improvement.
The Independent Directors also conducted a separate virtual meeting on 04th
February 2025, without the participation of any other Director or Key Managerial
Personnel, wherein the performance of the Non-Independent Directors, the Board as a whole
and the Chairman of the Company was evaluated.
The Independent Directors were satisfied with the overall functioning of the Board, its
various committees and with the performance of other Non-Executive and Executive
Directors. They also appreciated the exemplary leadership of Chairman of the Board in
upholding and following the highest values and standards of corporate governance.
On the whole, the Board expressed its satisfaction with the evaluation process, which
reflects highest degree of engagement of the Board and its Committees with the Management.
12. STATUTORY AUDITORS
As per Section 139 of the Act read with the Companies (Audit and Auditors) Rule, 2014,
the members of the Company in its 20th Annual General Meeting held on 30th
September 2024, approved the appointment of M/s Gupta Raj & Co., Chartered Accountants
(ICAI Registration No.001687N) as the Statutory Auditors of the Company for a period of 5
years from the 20th Annual General Meeting till the conclusion of 25th Annual
General Meeting of the Company to be held in the year of 2029.
13. AUDITOR'S REMARKS ON THE FINANCIAL STATEMENTS:
The Standalone and Consolidated Statutory Auditors' Report for the financial year ended
31st March 2025 does not contain any qualification, adverse remark or
reservation and therefore, do not call for any further explanation or comments from the
Board under Section 134(3) of the Act.
There were no instances of fraud reported by the Statutory Auditors during FY 2024-25
in terms of Section 143(12) of the Companies Act, 2013 read with the Companies (Audit and
Auditors) Rules, 2014.
14. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR
ADVERSE REMARK OR DISCLAIMER MADE:
The Statutory Auditors' Report for the financial year, conducted by M/s Gupta Raj &
Co., Chartered Accountants (ICAI Registration No.001687N), on financial statements of the
Company is included in the Annual Report. Notably, the report is free from any
qualifications, remarks, underscoring the robustness of our financial practices.
The notes to the accounts, as referenced in the Auditors' Report, are comprehensive and
self-explanatory, negating the need for additional clarifications under Section 134(3) (f)
of the Companies
Act, 2013.
15. SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act 2013 including any
statutory modification(s) or re-enactment(s) thereof for the time being in force read with
Regulation 24A of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended
from time to time, and subject to approval of the members through the General Meeting,
Board of Directors in their meeting held on 06th August 2025 have approved the
appointment of M/s Satyajit Mishra & Co., Practising Company Secretaries (Membership
No.: F5759, CP No. 4997) as the Secretarial Auditor of the Company for the term of five
(5) consecutive years starting from Financial Year 2025-26.
16. INTERNAL AUDITORS
The Company had appointed M/s Somaiya & Co. Chartered Accountants, (Firm
Registration Number 121945W, Membership No.: 110870) to conduct internal audit and
internal controls. During the year, there were no instance of major violation or
non-compliances were found during the conduct of periodic internal audit.
17. MAINTAINENCE OF COST RECORDS
The Company is not required to maintain cost records pursuant to Section 148 of the Act
read with Companies (Cost Records and Audit) Rules, 2014.
18. DETAILS OF LOAN, GUARANTEE, INVESTMENT OR SECURITY IS GIVEN BY THE COMPANY AS PER
SECTION 186:
Elaboration on loans, guarantees given and investments made in accordance with Section
186 of the Companies Act, as supplemented by the Companies (Meetings of Board and its
Powers) Rules, 2014, as of 31st March 2025, is presented within the Notes
accompanying the Standalone Financial Statements of the Company. Notably, no guarantees
were extended by the Company during the assessed year.
19. LOAN FROM DIRECTORS AND THEIR RELATIVES:
The Company has an outstanding balance of loans received from its Directors and their
relatives as on 31st March 2025. The Directors and their relatives have
confirmed that these loans were extended from their own funds. The particulars of such
loans have been duly disclosed in the financial statements and the accompanying notes
thereto.
20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There were no significant or material which shall impact the going concern status and
Company's operations in future during the financial year.
21. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were in
the ordinary course of the business and on an arm's length basis. The Company has not
entered into material contracts or arrangements or transactions with related parties in
accordance with Section 188 of the Act read with the Companies (Meetings of Board and its
Powers) Rules, 2014 and SEBI Listing Regulations.
There were no materially significant Related Party Transactions made by the Company
during the year that would have required shareholders' approval under the SEBI Listing
Regulations. The Related Party Transactions are placed before the Audit Committee for
prior approval, as required under applicable law. Only those members of the Audit
Committee who were Independent Directors approved the same. A statement of all Related
Party Transactions is placed before the Audit Committee for its review on a quarterly
basis, specifying the nature and value of the transactions.
The Internal Auditors and Statutory Auditors of the company also confirm compliance of
Related
Party Transactions at quarterly Audit Committee meeting(s) of the Company.
The Company has adopted a policy on materiality of Related Party Transactions. The
policy as approved by the Audit Committee and the Board of Directors is uploaded on the
website of the Company www.creativenewtech.com.
The disclosures on Related Party Transactions pursuant to Regulation 34(3) of SEBI
Listing Regulations read with Schedule V thereto are set out in Notes of the Standalone
and Consolidated financial statements of the Company.
The Form AOC2 envisages disclosure of material contracts or arrangements or
transactions at arm's length basis. The details of the material related party transactions
on-going and entered during FY 2024-25, as per the Policy on dealing with related parties
adopted by the Company and regulatory requirements are disclosed in Annexure
A' to this Report.
22. MANAGEMENT DISCUSSION AND ANALYSIS
A Management Discussion and Analysis as required under the Regulation 34(2)(e) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed herewith as
Annexure B' and forms part of the Boards' Report.
23. SECRETARIAL AUDIT REPORT
In terms of the provisions of Section 204 of the Act read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors
of the Company has appointed M/s. Satyajit Mishra & Co, Company Secretary in Practice
(FCS No. 5759, C P No. 4997) as the Secretarial Auditors for conducting Secretarial Audit
of the Company for the financial year ended 31st March 2025. The report of the
Secretarial Auditor is attached as Annexure C' to this Report
in Form MR-3.
The Company has complied with the Secretarial Standards issued by the Institute of
Company
Secretaries of India on Board Meetings and Annual General Meetings as notified under
Section 118 of the Act.
24. CORPORATE GOVERNANCE
A separate report on Corporate Governance is provided together with the Certificate
from the Practicing Company Secretary confirming compliance of conditions of Corporate
Governance as stipulated under the SEBI Listing Regulations is attached separately as Annexure
D' and forms part of this Annual Report.
25. SUBSIDIARY & ASSOCIATE COMPANIES
As on 31st March 2025, your Company has 2 (Two) Subsidiary Companies which
are based at Hong Kong, namely Creative Peripherals and Distribution Limited (100% wholly
owned Subsidiary) and Secure Connection Limited (77.50% holding). Further there is 1 (One)
Associate Company namely Creative eCommerce Ventures Private Limited (49% investment).
A statement containing salient features of the subsidiary in the prescribed format of
(Form AOC-1) is annexed and marked as Annexure E'.
26. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR):
As of 31st March 2025, the CSR Committee consisted of four members, out of
which two are executive directors and one is Independent Director. During the year under
review, 1 (one) meetings of the CSR Committee was held, details of which are provided in
the Corporate Governance Report. The CSR Policy is available on the website of the Company
at www.creativenewtech.com. During the year under review, there were no instances when the
recommendations of the CSR Committee were not accepted by the Board. The brief outline of
the CSR policy of the Company and the initiatives undertaken by the Company on CSR
activities during the year are set out in Annexure F' of this
report in the format prescribed in the Companies (Corporate Social Responsibility Policy)
Rules, 2014.
27. INTERNAL FINANCIAL CONTROLS RELATED TO THE FINANCIAL STATEMENTS
The Company had adequate Internal Financial Controls (IFC) which is commensurate to the
size and business of the Company and is designed to provide reliable financial
information. It provides reasonable assurance with respect to preparation of financial
statements in compliance with the Acts, Rules, and Regulations as applicable including
Indian Accounting Standards and also reliability of financial reporting. The controls also
provide assurance that the expenditures are made in accordance with the authority given to
the management of the Company duly approved by the Directors of the Company.
These controls are reviewed by the management and key areas are subject to various
statutory, internal and operational audits based on periodic risk assessment. The findings
of the audits are discussed with the management and key findings are presented before the
Audit Committee and
Board of Directors for review of actionable items. The review of the IFC, inter-alia,
consists of the three components of internal controls, viz., Entity level controls, Key
financial reporting controls and Internal controls in operational areas.
In addition, the Internal Auditor monitors and evaluates the efficiency and adequacy of
the internal control system in the Company, its compliance with operating systems,
accounting and procurement procedures and respective policies. Periodical control report
on the same is presented and discussed with the Audit Committee. Conscious efforts are in
place on a continuous basis to ensure that all the assets are safeguarded and protected
against loss from unauthorized use and disposal and that all transactions are authorized,
recorded and financial statements show a true and fair picture of the state of affairs of
the Company.
Compliance is in place as regards to applicable statutory and regulatory requirements.
The internal control systems of the Company are monitored and evaluated by Internal and
Statutory Auditors and reviewed by Management. Internal Auditors of the Company
independently reports key findings on the internal control systems to the Audit Committee.
28. VIGIL MECHANISM
Pursuant to the provisions of the Act and SEBI Listing Regulations, the Company has in
place Whistle Blower Policy to encourage all employees or any other person dealing with
the Company to disclose any wrong doing that may adversely impact the Company, the
Company's customers, shareholders, employees, investors or the public at large. This
policy, inter-alia, also sets forth: (i) Procedures for reporting of questionable auditing
accounting, internal control and unjust enrichment matters (ii) Reporting instances of
leak or suspected leak of Unpublished Price Sensitive Information and;
(iii) An investigative process of reported acts of wrong doing and retaliation from
employees, inter-alia, on a confidential and anonymous basis.
The Company remains steadfast in its commitment to uphold the utmost ethical, moral,
and legal standards in its business operations. The Vigil Mechanism Policy, which
encapsulates these principles, is accessible on the Company's official website at
www.creativenewtech.com Throughout the reviewed year, there were no instances of
complaints filed by any Company employee, nor were any issues reported to the Chairman of
the Audit Committee pursuant to the Company's Vigil Mechanism and Whistle blower Policy.
29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with requirements,
inter-alia, of the Sexual Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013. An Internal Complaint Committee has been set up to address
complaints received regarding sexual harassment. All employees (permanent, contractual,
temporary and trainee) are covered under this policy.
The Company, along with its group and subsidiary companies, have total 370 employees as
on the closure of financial year. Out of which 62 are female employees, 308 are male
employees and zero transgender employees.
The following is a summary of sexual harassment complaints received, disposed off and
pending:
| No. of complaints received |
NIL |
| No of complaints disposed off |
Not Applicable |
| No. of Cases pending for more than 90 days |
NIL |
During FY 2024-25, no case of sexual harassment has been reported.
30. STATEMENT WITH RESPECT TO THE COMPLIANCE OF THE PROVISIONS RELATING TO THE
MATERNITY BENEFIT ACT 1961:
The Company affirmsits compliance with the provisions of the Maternity Benefit Act,
1961, in relation to all female employees eligible under the said Act.
31. CONSERVATION OF ENERGY and TECHNOLOGY ABSORPTION:
The information pertaining to conservation of energy and technology absorption as
required under the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 is
given hereunder:
A. Conservation of energy
Your Company is primarily engaged in Marketing and Trading activities and has not
consumed energy of any significant level and hence no additional investment is required to
be made for reduction of energy consumption. However, the Company will continue with its
efforts to conserve the energy.
B. Technology absorption
The Company's operations do not require significant absorption of technology.
32. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its
knowledge and ability, confirm that: a. in the preparation of the annual accounts, the
applicable accounting standards have been followed and there are no material departures;
b. they have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company at the end of the financial year and of the profit
of the Company for that period; c. they have taken proper and sufficientcare for the
maintenance of adequate accounting records in accordance with the provisions of the Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities; d. they have prepared the annual accounts on a going concern basis;
e. they have laid down internal financial controls to be followed by the Company and such
internal financial controls are adequate and operating effectively; f. they have devised
proper systems to ensure compliance with the provisions of all applicable laws and that
such systems are adequate and operating effectively; Based on the framework of internal
financial controls and compliance systems established and maintained by the Company, the
work performed by the internal, statutory and secretarial auditors and external
consultants, including the audit of internal financial controls over financial reporting
by the statutory auditors and the reviews performed by management and the relevant board
committees, including the Audit Committee, the Board is of the opinion that the
Company's internal financial controls were adequate and effective during FY 2024-25.
33. MATERIAL CHANGES BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT
No material changes have taken Place affecting the financial position of the Company
from the date of closure of financial year till the date of signing of this report.
34. ANNUAL RETURN
In accordance with Section 134 (3) (a) and as provided under subsection (3) of Section
92 of the Companies Act, 2013, the Annual Return as on 31st March 2025 is
available on the Company's website on www.creativenewtech.com
35. DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from public and as such, no amount on account
of principal or interest on deposits from public was outstanding as on the date of the
balance sheet.
36. HUMAN RESOURCES
Your Company continues to be assured by competence and commitment of the people.
The working climate of your Company continues to remain harmonious with focus on
improving Productivity, Quality and Safety. Health and Safety of the employees and its
associates we work with remains as our paramount importance. Your Company ensures that
operations are carried out as per the safety guidelines and procedures in place which are
regularly updated. We believe that success of Company depends on the talent and dedication
of our employees and we strive to attract, hire, develop and retain outstanding employees.
In view of this, we have laid down a comprehensive set of policies aiming at attracting,
retaining and motivating employees. We believe significant benefits are realized from
having a many years of experience in technology distribution and related industries. We
consider relations with our employees to be good. Efforts are continuously made to
strengthen organizational culture in order to attract and retain best talent in the
industry. The Board appreciates the commitment and support of the employees and look
forward to their continued support.
37. OTHER DISCLOSURES
Your directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions for the same during the year under review:
I. the details of application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 during the year along with their status as on 31st March
2025.
II. the details of difference between the 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.
III. No disclosure is required under Section 62(1)(b) of the Act in respect of Employee
Stock Option Scheme as the provisions of the said section read with Rules made thereunder
are not applicable. IV. No disclosure is required under Section 67(3)(c) of the Act in
respect of voting rights not exercised directly by the employees of the Company as the
provisions of the said section are not applicable.
V. During the year under review, your company has not made any transaction with regards
to buyback of shares, Sweat Equity, Bonus Shares, ESOPs etc.
38. GREEN INITIATIVE
The Ministry of Corporate Affairs (MCA') has taken a Green Initiative in
Corporate Governance by permitting electronic mode for service of documents to Members
after considering relevant provisions of the Information Technology Act, 2000 and Act and
Rules made thereunder.
Pursuant to provisions of Act, service of documents to Members can be made by
electronic mode on the email address provided for the purpose of communication. If a
Member has not registered an email address, other permitted modes of service would
continue to be applicable.
Your Company sincerely appreciates members who have contributed towards furtherance of
Green Initiative. We further appeal to other Members to contribute towards furtherance of
Green Initiative by opting for electronic communication.
Members who have not provided their email address will continue to receive
communications, dissemination, notice(s), documents etc. via permitted mode of service of
documents. Further, the Members who request for physical copies, will be provided the
same.
39. ACKNOWLEDGMENT
The Board of Directors extends heartfelt gratitude to our Vendors, Customers, Bankers,
the National Stock Exchange, Registrar and Transfer Agent, Merchant Bankers, Depositories,
Central and State Governments along with their departments, and local authorities for
their unwavering guidance, support, and cooperation. The Company's success is deeply
rooted in a culture of professionalism, creativity, integrity, and continuous improvement
across all functions. Efficientutilization of our resources has been key to driving
sustainable and profitable to the collective efforts of all those involved.
To our valued Shareholders, we express our sincere appreciation
forthetrustandconfidence you have consistently placed in us.