TO THE MEMBERS PLAZA WIRES LIMITED
Your Directors have pleasure in presenting their 18th Annual Report,
together with the Audited Annual Standalone Financial Statement's of the Company for
the year ended March31, 2024.
FINANCIAL SUMMARY / STATE OF THE COMPANY'S AFFAIRS
The Company'S financial performance's for the year ended March 31,
2024 along with the previous year'S figures are Summarized below:
(' in Millions)
PARTICULARS |
STANDALONE |
|
YEAR ENDED MARCH 31, 2024 |
YEAR ENDED MARCH 31, 2023 |
Revenue from Operations and Other Income |
|
|
a) Revenue from Operations |
1988.05 |
1824.92 |
b) Other Income |
11.01 |
1.03 |
Profit before Finance Costs, Depreciation and Amortisation
expenses and Tax expenses |
110.13 |
158.02 |
Less: Finance Cost |
43.28 |
42.15 |
Less: Depreciation and Amortisation Expenses |
14.63 |
12.54 |
Profit before Exceptional Items and Tax |
52.22 |
103.33 |
Profit before Tax |
52.22 |
103.33 |
Tax Expenses |
15.45 |
30.35 |
Profit for the Year |
36.77 |
72.97 |
Other Comprehensive Income for the year, net of tax |
(0.26) |
0.53 |
Total Comprehensive income for the year, net of tax |
36.51 |
73.50 |
REVIEW OF BUSINESS OPERATIONS ON STANDALONE BASIS
During the year, the company achieved a turnover of '1988.05 million as
against '1824.92 million in FY 2022-23, showing a growth of 8.94%. The Company has earned
profit before tax of '52.22 million as compared to ' 103.33 million in the preceding year
and Net Profit after tax of '36.77 million compared to '72.97 million in the preceding
year. The reduction in profit is on account of increase in input cost, factory overhead
expenses and freight charges etc.
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES
Company does not have any subsidiary, Joint Venture or Associate
Company.
RESERVES
During the Year, no amount is transferred to Reserve.
DIVIDEND & APPROPRIATIONS
The Board of Directors of the Company do not recommend any dividend for
the financial year March 31, 2024, to plough back the profit to meet with the fund
requirements of the business.
MATERIAL CHANGES AND COMMITMENTS
There are 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 statement relates and the date of report.
CHANGES IN THE NATURE OF BUSINESS
During the year under review, there was no change in the nature of
business of the company.
RATING BY ETERNAL RATING AGENCIES
(A) BANK FACILITIES RATING BY CRISIL RATINGS
CRISIL Rating to the Total Bank Loan facilities of Plaza Wires Limited
vide letter dated April 11, 2023 and April 04, 2024. Instruments with this rating are
considered to have high degree of safety regarding timely servicing of financial
obligations. Long Term rating is CRISIL BBB-/ Stable vide letter dated mentioned above.
SHARE CAPITAL HISTORY & INITIAL PUBLIC OFFER AND LISTING
During the year the Company entered the capital market with its Main
Board listing with the BSE Limited (BSE) and the National Stock Exchange of India Limited
(NSE) of its maiden Initial Public Offering (IPO) of 1,32,00,158 equity shares of face
value of ^10/- each for cash at a price of ^54/- per equity share (including share premium
of ^45/- per equity share) agg- regating to ^7,12,80,80,532/- ("the offer"),
comprising of 100 percent fresh issue.
The offer was open to the public from 29th September, 2023 and closed
on 05th October, 2023, and received overwhelming response, was over-subscribed by 160.97
times. The equity shares of the Company have been listed on BSE NSE effective from 12th
October, 2023.
KFIN Technologies Limited is the Registrar and Share Transfer Agent of
the Company.
The Annual Listing fees for the financial year 2023-24 have been paid
to both the Stock Exchanges.
DESCRIPTION OF SECURITIES |
NO. OF SECURITIES |
BSE LIMITED (SCRIP CODE) |
NATIONAL STOCK EXCHANGE OF INDIA LIMITED
(SYMBOL) |
Equity shares of T10/- each fully paid up |
43,752,078 |
544003 |
PLAZACABLE |
Accordingly, the paid-up share capital of the company has increased
from ^30,55,19,200/- divided into 30,551,920 equity shares of face value of TI0/- to
^43,75,20,780/- divided into 43,752,078 equity shares of T10/- each.
There was no deviation in the utilization of IPO proceeds as per object
stated in the prospectus of the Company.
The company received an amount of '610.16 millions (net of estimated
IPO expenses of '102.65 millions) via fresh issue of 13200158 equity shares of face value
'10/-each at an issue price of '54/- per share through Initial Public Offering (IPO). The
company's equity shares were listed on the National Stock Exchange (NSE) and BSE limited
(BSE) on October 12, 2023. The utilisation of the net IPO proceed is summarised below:
OBJECTS OF THE ISSUE AS PER PROSPECTUS |
AMOUNT TO BE UTILISED AS PER PROSPECTUS |
UTILISATION UPTO MARCH 31, 2024 |
UNUTILISED AMOUNT AS ON MARCH 31, 2024 |
Capital Expenditure to be incurred for setting up the
manufacturing unit |
244.13 |
107.89* |
136.24 |
Working Capital Expenditure |
220.00 |
39.94 |
180.06 |
General Corporate Purpose |
146.03 |
146.03 |
- |
Net proceed |
610.16 |
293.86 |
316.30 |
* Include advance paid for capital expenditure.
Detail of IPO Expenses
The company estimated ' 102.65 millions in prospectus as IPO related
expenses and an amount of '84.91 millions (net of GST benefits) incurred till March 31,
2024 as IPO expenses, has been adjusted against the Securities Premium as per detail below
:
PARTICULARS |
Amount (In ') |
IPO expenses incurred till March 31st 2024 |
99.67 |
Less GST input taken |
14.76 |
Net Amount debited to Securities Premium |
84.91 |
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS
AND OUTGO
The information on conservation of energy, technology absorption and
foreign exchange ear- nings and outgo stipulated under Section 134(3) (m) of the Act, read
along with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure
- A.
PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 (Rules') are annexed to this
report as Annexure - B.
In terms of the provisions of Section 197(12) of the Act read with
Rules 5(2) and 5(3) of the Rules, a statement showing the names and other particulars of
employees drawing remuneration in excess of the limits set out in the said Rules forms
part of this report. Further, the report and the annual accounts are being sent to the
Members excluding the aforesaid statement. In terms of Section 136 of the Act, the said
statement will be open for inspection upon request by the Members. Any Member interested
in obtaining such particulars may write to the Company Secretary and Compliance officer at
compliance@plazawires.in.
DIRECTORS' RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls and compliance
system established and maintained by the Company, work performed by the internal,
statutory, cost, and secretarial auditors and external agencies including 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 financial year 2023-24.
(I) In the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation relating to the
material departures;
(II) They have selected such accounting policies and applied them
consistently and made jud- gment 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 the year;
(III) They have taken proper and sufficient care for the maintenance of
adequate accounting records, and the adequate steps have been taken to make it afresh, in
accordance with the provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
(IV) They have prepared the annual accounts on a going concern basis.
(V) They have had laid down internal financial controls to be followed
by the company and that such internal financial controls are adequate and were operating
effectively; and
(VI) They have had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
DIRECTORS & KEY MANAGERIAL PERSONNEL
As on 31st March, 2024, the Board comprised of 8 (Eight) Directors
including 4 (Four) Independent Directors. The Board has an appropriate mix of Executive,
Non-Executive and Independent Directors, which is in compliance with the requirements of
the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and is also aligned with the best practices of Corporate Governance.
I. RETIREMENT BY ROTATION
In accordance with the provisions of Section 152 of the Companies Act,
2013 read with Companies (Management & Administraron) Rules, 2014 and Articles of
Association of the Company, Mrs. Sonia Gupta (DIN: 02186662) Whole Time Director of the
Company, retires by rotation at the ensuing Annual General Meeting of the Company and
being eligible, have offered herself for re-appointment and your Board recommends her re
-appointment.
II. CESSATION
During the year under review, there has been no cessation or
resignation of any Director.
III. KEY MANAGERIAL PERSONNEL ("KMP")
During the financial year ended 31st March, 2024, the following persons
were acting as Key Managerial Personnel of the Company in compliance with the provisions
of Section 203 of the Companies Act, 2013:
S. NO. NAME OF THE KMP |
DESIGNATION |
1. Mr. Sanjay Gupta |
Managing Director |
2. Mrs. Sonia Gupta |
Whole-time Director |
3. Mr. Abhishek Gupta |
Whole-time Director |
4. Mr. Aditya Gupta |
Whole-time Director |
5. Mr. Ajay Kumar Batla |
Chief Financial Officer |
6. Ms. Bhavika Kapil |
Company Secretary & Compliance officer |
IV. DECLARATION FROM INDEPENDENT DIRECTORS
All Independent Directors of the Company have given declarations under
Section 149(7) of the Act, that they meet the criteria of independence as laid down under
Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI (Listing Obligations and
Disclosure Requirements) Regula- tions, 2015. In terms of Regulation 25(8) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent
Directors have confirmed that they are not aware of any circumstance or situation, which
exists or may be reasonably anticipated, that could impair or impact their ability to
discharge their duties with an objective independent judgem- ent and without any external
influence. The Independent Directors of the Company have und- ertaken 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 read with Rule 6
of the Companies (Appointment and Qualification of Directors) Rules, 2014.
In the opinion of the Board, the Independent Directors possess the
requisite expertise and experience and are persons of high integrity and repute. They
fulfill the conditions specified in the Act as well as the Rules made thereunder and are
independent of the management.
The Company had sought a certif?cate from the M/s. Sharma &
Trivedi LLP, Secretarial Audit- ors (Registration No. AAW - 6850) of the Company
confirming that none of the Directors on the Board of the Company have been debarred or
disqualified from being appointed and/or continuing as Directors by the SEBI/MCA or any
other such statutory authority.
SEPARATE MEETING OF THE INDEPENDENT DIRECTOR
In terms of requirements of Schedule IV of the Companies Act, 2013, the
Independent Directors of the Company met separately on 30th March, 2024 to inter alia
review the performance of Non-Independent Directors (including the Chairman), the entire
Board and the
quality, quantity and timeliness of the flow of information between the
Management and the Board. AdditionaNy, they also evaluated the Chairman of the Board.
V. ANNUAL PERFORMANCE EVALUATION BY THE BOARD
The annual evaluation process of the Board of Directors, individual
Directors and Committees was conducted in accordance with the provision of the Companies
Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.
The Board evaluated its performance after seeking inputs from all the
Directors on the basis of criteria such as the Board composition and structure,
effectiveness of Board processes, information and functioning, etc. The performance of the
Committees was evaluated by the Board after seeking inputs from the committee members on
the basis of criteria such as the composition of committees, effectiveness of committee
meetings, etc. The above criteria are broadly based on the Guidance Note on Board
Evaluation issued by the Securities and Exch- ange Board of India.
The Board and the NRC reviewed the performance of individual Directors
on the basis of criteria such as the contribution of the individual Director to the Board
and Committee Meetings like preparedness on the issues to be discussed, meaningful and
constructive contribution and inputs in meetings, etc.
The Board also assessed the quality, quantity and timeliness of flow of
information between the Company Management and the Board that is necessary for the Board
to effecti- vely and reasonably perform their duties. The above evaluations were then
discussed in the Board Meeting and performance evaluation of Independent directors was
done by the entire Board, excluding the Independent Director being evaluated.
VI. FAMILIARIZARON PROGRAMME FOR INDEPENDENT DIRECTORS
The Company has adopted a framework, duly approved by the Board of
Directors for Familiarizaron Programs for Independent Directors. The objective of the
framework is to ensure that the Independent Directors have a greater insight into the
business of the Company, enabling them to contribute more effectively to decision making.
During the year under review, the Company has conducted Familiarization
Programs for Independent Directors.
The details of Familiarization Programs have been uploaded on the
website of the Company at www.plazawires.in.
DEPOSITS
The Company has not accepted any Deposit within the meaning of Section
73 of the Companies Act, 2013 and rules made there under. As such, no amount of principal
or interest was outstan- ding as of the Balance Sheet date, nor is there any deposit in
non-compliance of Chapter V of the Companies Act, 2013.
MEETINGS OF THE BOARD
(26) Twenty-Six meetings of the Board of Directors were held during the
year. The particulars of meetings held and attended by each Director are detailed in the
Corporate Governance Report forming part of the Annual Report. The gap between two board
meetings didn't exceed 120 days.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The Company has not given any loan or guarantee or provided any
security during the year under review. Particulars of investments made are provided in the
Standalone Financial Statement. Members may refer to Note 7 to the Standalone Financial
Statement.
PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All the transactions with related parties entered into during the
financial year were in ordinary course of business and on arm's length basis. No
Material Related Party Transactions were entered into during the financial year under
review by the Company. Accordingly, the disclosure on Related Party Transactions, as
required under Section 134(3) of the Companies Act, 2013, in Form AOC-2 is not applicable.
The Company has formulated a policy on dealing with Related Party
Transactions. The same is available on the Company's website at
https://www.plazawires.in/policies.php.
The details of all the transactions with Related Parties are provided
in the accompanying financial statements. Members may refer to Note 33 to the Standalone
Financial Statement which sets out related party disclosures pursuant to IND AS-24.
POLICY ON APPOINTMENT AND REMUNERATION FOR DIRECTORS, KEY MANAGERIAL
PERSONNEL AND SENIOR MANAGEMENT EMPLOYEES:
Pursuant to the provisions of Section 178 of the Companies Act, 2013
and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and on recommen- dation of the Nomination & Remuneration Committee,
the Board of Directors have adopted a policy for selection and appointment of Directors,
Key Managerial Personnel (KMPs'), Senior Management Personnel
(SMPs') and their remuneration including criteria for determining
qualifications, positive attributes, independence of a director and other related matters,
the key features of which is as follows:
The Committee shall identify and ascertain the integrity,
qualification, expertise and experience of the person proposed to be appointed as
Director, KMP or Senior Managerial Personnel and recommend to the Board his/her
appointment.
A person should possess adequate qualification, expertise and
experience for the position for which appointment is considered. The Committee has
discretion to decide whether qualification, expertise and experience possessed by the
person is sufficient as per the requirement of the concerned position.
The Company shall not appoint or continue employment of any person as
Managing Director, Whole-time Director or Manager who has attained the age of seventy
years provided that the term of person holding this position may be extended beyond the
age of seventy years with the approval of the shareholders by passing a special resolution
based on the justification stating reasons/ clarification for extension of appointment
beyond seventy years.
Additionally in compliance with Regulation 17 (1A) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 the Company shall not appoint
or continue the appointment of a non-executive director who has attained the age of
seventy-five years, unless a special resolution is passed by the shareholders, to that
effect, in which case the explanatory statement annexed to such motion shall indicate the
justification appointing such person.
The Nomination and Remuneration Policy has been placed on the website
of the Company viz https://www.plazawires.in/policies.php.
CORPORATE SOCIAL RESPONSIBILITY
Pursuant of the provisions of Section 135 read with Companies
(Corporate Social Responsibility) Rules, 2014, the Company has formed Corporate Social
Responsibility committee and Corporate Social Responsibility (CSR) Policy.
The brief outline of the Corporate Social Responsibility (CSR) Policy
of your company along with the initiative taken by it are set out in "Annexure-
C" of this report in the format prescribed in the Companies (Corporate Social
Responsibility Policy) Rules, 2014. The policy is available on the website of the company,
https://www.plazawires.in/policies.php.
During the financial year under review, the Company was required to
spend ' 17,27,102/- tow- ards claiming CSR activity. The Company has made a contribution
amounting to ' 17,30,000/- to BE KIND NGO for the project UDAAN An initiative by Be Kind
Towards Women Empowerm- ent which is permissible CSR activity.
As on the year ended 31st March 2024, the composition of the CSR
Committee is as follows
S. NO. NAME OF THE KMP |
DESIGNATION |
1. Mr. Sanjay Gupta, Managing Director |
Chairman |
2. Mr. Abhishek Gupta, Whole Time Director |
Member |
3. Mrs. Chetna, Independent Director |
Member |
THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN
FUTURE:
During the year under review there has been no significant and material
orders passed by the regulators or courts or tribunals impacting the going concern status
and the Company's oper- ations in future.
ANNUAL RETURN
As required under Section 92(3) read with the Section 134(3)(a) of the
Companies Act, 2013 and the Companies (Management and Administration) Rules, 2014, the
copy of Annual Return in Form MGT-7 as on 31st March, 2024 will be placed on the website
of the Company and can be accessed at https://www.plazawires.in.
STATUTORY AUDITORS
In line with the requirements of the Companies Act 2013, at the 14th
Annual General Meeting M/s. Shailendra Goel & Associates, Chartered Accountants (FRN:
No. 013670N) were appointed as the Statutory Auditors of the Company to hold the office
for a period of 5 consecutive years, from the conclusion of 14th Annual General Meeting
till the conclusion of 19th Annual General Meeting of the Company.
M/s. Shailendra Goel & Associates, Chartered Accountants have
furnished written confirmation to the effect that they are not disqualified from acting as
the Statutory Auditors of the
Company in terms of the provisions of Sections 139 and 141 of the
Companies Act, 2013 and the Companies (Audit and Auditors) Rules 2014.
The Auditor's Reports on the Standalone Financial Statements for
the financial year ended March 31, 2024 do not contain any qualification, reservation or
adverse remark requiring any explanations / comments by the Board of Directors.
REMARKS ON QUALIFICATIONS BY STATUTORY AUDITORS
The Statutory Auditors have not made any qualifications, observation or
adverse remark in their Reports.
Further, none of the Auditors of the Company have reported any fraud as
specified under the second proviso of Section 143 (12) of the Act.
DIVIDEND DISTRIBUTION POLICY
The Dividend Distribution Policy of the Company is available on
Company's website and is accessible through weblink
https://www.plazawires.in/policies.php.
CORPORATE GOVERNANCE
Our corporate governance practices are a reflection of our value system
encompassing our culture, policies, and relationships with our stakeholders. Integrity and
transparency are key to our corporate governance practices to ensure that we gain and
retain the trust of our stakeholders at all times. Corporate governance is about
maximizing shareholder value legally, ethically and sustainably. The Company has taken
adequate steps to adhere to all the stipula- tions laid down in Regulation 17 to 27 and
34(3) read with Schedule V of the SEBI (Listing Obli- gations and Disclosure Requirements)
Regulations, 2015. A separate report on Corporate Governance along with the certif?cate
from Mr. Vishwanath Partner of M/s. Sharma and Trivedi LLP Practicing Company Secretaries
confirming the compliance of Corporate Governance requirements is the part of this Annual
report.
Your Company has also been enlisted in the new SEBI compliant redressal
system (SCORES) enabling the investors to register their complaints, if any, for speedy
redressal.
COMMITTEES OF THE BOARD
In accordance with the provisions of the Companies Act, 2013, the
Company has constituted Five committees of the Board, namely:
1. Audit Committee
2. Stakeholders' Relationship Committee;
3. Nomination and Remuneration Committee; and
4. Corporate Social Responsibility Committee
5. IPO Committee
A detailed note on the composition of the Board and its committees,
including its terms of reference, is provided in the Corporate Governance Report. The
composition and terms of reference of all the Statutory Committee(s) of the Board of
Directors of the Company is in line with the provisions of the Act and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
*Pursuant to the completion of the IPO of the Company, and subsequent
listing of its equity shares on National Stock Exchange of India Limited and BSE Limited
with effect from October 12, 2023, the purpose of the constitution of the IPO Committee
was fulfilled; accordingly, the Committee was subsequently dissolved by the Board.
COMPOSITION OF AUDIT COMMITTEE
As on 31st March, 2024, the Audit Committee comprises of Mrs.Monam
Kapoor, Mrs. Chetna, Independent Directors and Mr. Sanjay Gupta, Managing Director of the
Company.
Mrs. Monam Kapooor is the Chairperson of Audit Committee of the
Company. The Company Secretary and Compliance Officer of the Company acts as Secretary of
the Audit Committee. All the recommendations made by the Audit Committee were accepted by
the Board of Directors of the Company. Other details with respect to Audit Committee are
given in Report of Corporate Governance, forming part of this Report.
The Audit Committee of the Company reviews the reports to be submitted
with the Board of Directors with respect to auditing and accounting matters. It also
supervises the Company's internal control and financial reporting process and vigil
mechanism.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of the provisions of Regulation 34 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Management's
Discussion and Analysis Report is set out in this Annual Report.
SHARE CAPITAL
As on March 31, 2024, the Authorized Share Capital of the Company was '
50,00,00,000 /- (Rupees Fifty Crores only) divided into 5,00,00,000 (Five Crore) Equity
Shares of ' 10/- each (Rupees Ten Only).
During the year under review, the Company raised capital by way of
issue of 13200158 equity shares of face value ' 10/- each through initial public offer.
Upon the initial public offer, the issued, subscribed and paid-up
equity share capital of your Company as on 31st March, 2024, stands increased to '
43,75,20,780/- divided into 43752078 Equity shares of ' 10/- each.
The Equity Shares issued during the year rank pari passu with the
existing Equity Shares of your Company.
INTERNAL AUDITORS
Pursuant to the provisions of Section 138 of the Act read with
Companies (Accounts) Rules, 2014, the Board, on recommendation of the Audit Committee,
appointed M/s. Vikash Singh & Associates Chartered Accountants, Delhi, as Internal
Auditors of the Company for the financial year 2023-24. The Internal Auditors monitor and
evaluate the effectiveness and adequacy of internal control systems in the Company, its
compliances with the operating systems, accounting procedure and polices at all locations
of the Company and reports to the Audit Committee on the quarterly basis.
INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has in place proper and adequate internal control systems
commensurate with the nature of its business, size and complexity of its operations.
Internal control systems comprising of policies and procedures are designed to ensure
reliability of financial reporting, compliance with policies, procedures, applicable laws
and regulations and that all assets and resources are acquired economically, used
efficiently and adequately protected.
COST AUDITORS
Your Board of Directors has re-appointed M/s Deepak Mittal & Co.,
Cost Accountants were re- appointed as cost auditors of the company to conduct audit of
cost records maintained by the company for the Financial Year 2023-24 in accordance with
section 148 and the companies ( cost records and Audit) rules, 2014 after obtaining his
consent and certif?cate under section 139, 141 and 148 of the companies act, 2013 read
with the companies (Audit and Auditors) Rules, 2014 where they have confirmed their
consent and eligibility to act as cost auditors of the company.
Your company has maintained cost records and accounts as specified by
the central government under sub-section (1) of section 148 of the companies act, 2013.
COST AUDIT REPORT
There are no qualifications, reservations or adverse remarks made by
cost auditors in their report for the FY 2023-24. Further, the cost audit report for the
FY 2022-23 was filed on 13th October, 2023.
COMPLIANCE WITH THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
It is stated that the Company has constituted Internal Complaints
Committee and complied with provisions relating to the constitution of Internal Complaints
Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.
Your Directors further state that during the year under review, there
were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. The Company conducts awareness programs at regular
intervals.
VIGIL MECHANISM/WHITSLE BLOWER POLICY
The Company has adopted Vigil Mechanism / Whistle Blower Policy, which
was approved and adopted by the Board of Directors of the Company as per the provisions of
Section 177(9) and (10) of the Act, Regulation 22 of the SEBI Listing Regulations and
Regulation 9A of Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015.
The said policy provides a formal mechanism for all Directors and
employees of the Company to approach Chairperson of the Audit Committee of the Company and
make protective disclosures about the unethical behaviour, actual or suspected fraud and
violation of the Company's Code of Conduct and Business Ethics. Under the Policy,
each Director / employee of the Company has an assured access to the Chairperson of the
Audit Committee.
The Policy is displayed on the website of the Company
https://www.plazawires.in/policies.php.
SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204(1) of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company appointed M/s. Sharma & Trivedi LLP Practicing Company Secretaries, Mumbai to
undertake Secretarial Audit of the Company for the financial year 2023-24. The Secretarial
Audit Report forms part of this Report. The following observation has been made by the
secretarial auditors:
Ms. Monam Kapoor (DIN:09278005), Non-executive and Independent Director
of the Company was Director in more than Seven Listed Companies at the time of listing of
the shares of the Company on 12th October, 2023. However, she resigned from one of the
Listed Companies w.e.f. 29th January, 2024 and complied with the requirement of Regulation
17A(1) of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
ANNUAL SECRETARIAL COMPLIANCE REPORT
The secretarial compliance report for the financial year ended march
31, 2024 in compliance of all applicable SEBI Regulations and circulars/guidelines issued
thereunder, was obtained from M/s Sharma and T rivedi LLP, Secretarial Auditors and
submitted to the stock exchanges.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards issued by the Institute of Company
Secretaries of India and your directors confirm compliance of the same during the
financial year under review.
VALUATION OF ASSETS
During the financial year under review, there was no instance of
one-time settlement of loans / financial assistance taken from Banks or Financial
Institutions, hence the Company was not required to carry out valuation of its assets for
the said purpose.
APPRECIATIONS
The Board of Directors wish to place on record its deep sense of
appreciation for the committed services by all the employees of the Company. The Board of
Directors would also like to express their sincere appreciation for the assistance and
co-operation received from the government and regulatory authorities, stock exchanges,
depositories, banks, customers, vendors and members during the year under review.
|
For and On behalf of Board of Directors of Plaza
Wires Limited |
|
SANJAY GUPTA |
Date: August 13, 2024 |
Chairman and Managing Director |
Place: Delhi |
DIN:00202273 |