Your directors have pleasure in presenting the 35th Annual Directors' Report on the business and operations of your Company together with the audited Financial Statement for the financial year ended March 31, 2025.
1. Financial Results
The Company’s financial performance for the year ended March 31,2025 is summarized below:
|
Particulars
|
For the Financial year ended March 31,2025
|
For the Financial year ended March 31, 2024
|
|
Total Revenue
|
15280.19
|
15538.30
|
|
Profit before depreciation and Taxation
|
|
I.ess: depreciation
|
173.46
|
157.26
|
|
Profit after depreciation
|
243.38
|
171.80
|
|
Less: Provision for Taxation
|
|
Current Year
|
29.75
|
44.51
|
|
Deferred Tax
|
62.65
|
(6.29)
|
|
Previous Year Tax
|
9.13
|
-
|
|
Net Profit/(Loss) for the period
|
141.85
|
133.58
|
|
Add: Profit brought forward
|
1877.71
|
1744.13
|
|
Less: Transfer to General Reserve
|
-
|
-
|
|
Profit available for appropriation
|
2019.56
|
1877.71
|
|
Dividend & Tax on dividend
|
-
|
-
|
|
Surplus carried to Balance Sheet
|
2019.56
|
1877.71
|
2. state of affair? and highlights
The Company has been engaged in the business of manufacturing of Cold Rolled Stainless Steel Precision Strips and Coils and SS Flexible Hoses, situated in the hub of the "Stainless Steel City’ Hisar (Haryana) with marketing offices in Delhi, Mumbai and further representations in Europe, provides an added advantage of abundant raw material supply.
There has been no change in the nature of business of the Company during the financial year ended March 31,2025.
3. Company's Business Growth and prospects
The total income for the financial year 2024-25 has decreased to Rs. 15280.19 Lakhs, as against Rs. 15538.30 Lakhs in the financial year 2023-24, and the profit after tax has increased to Rs. 141.58 Lakhs in the financial year 2024-25, from Rs. 133.58 Lakhs in the financial year 2023-24.
4. Dividend
In terms of the Dividend Distribution Policy of the Company and as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR”), equity shareholders of the Company may expect dividend, if the Company is having surplus funds and after taking into consideration the relevant internal and external factors as mentioned in the said Policy. Accordingly, considering the cash position, fund requirements for growth of business of your Company and agreement with the Lenders, the Board of Directors has not recommended any dividend for the financial year ended March 31,2025.
The Dividend Distribution Policy is available on Company's wehsite at the following link:
lHtDS;//www.uualilvnn>un.m/wn-cotilent/unloads/2023/01/PI VI DEN D-DISTRIBUlTION-POLICV.pdf
5. Transfer toBcserycs
During the reporting financial year, the company has not transferred any amount to any reserves of the Company.
6. Share Capital
There has been no change in the share capital of your Company during the Financial Year 2024-25.
The Authorised Share Capital of the Company as at March 31, 2025 is 4,00,00,000/- (Rupees Four Crores only) and the Paid-up Share Capital is Rs. 2,85,40,000/- (Rupees Two Crore Eighty Five Lakh Forty Thousand Only).
7. Annual Return
The Annual Return for the Financial year 2024-25 shall be uploaded on the website of the Company
lHH?s://vvww.qualityurom3.in/uualityfoils/-
8. Materia! Changes and Commitments
There have been no material changes or commitments occurred between the end of the financial year to which the financial statements relate and the date of this report that affect the financial position of
the Company.
9. Deposits
During the FY 2024-25, your Company has not accepted any deposits from the public falling under Section 73 and 76 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014, and as such no amount of principal or interest was outstanding as on the date of the Balance Sheet
The details relating to deposits, covered under Chapter V of the Act are provided hereunder:
1. Accepted during the year: Nil
2. Remained unpaid or unclaimed as at the end of the year: Nil
3. Deposits repaid during the Year: Nil
4. Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved: - Since the Company has not accepted any deposits during the Financial Year, therefore this clause shall not be applicable on the Company.
a) at the beginning of the year: Not Applicable
b) during the year: Not Applicable
c) at the end of the year: Not Applicable
d) The details of deposits, not in compliance with the requirements of Chapter V of the Act: Nil
to. Transfer to investor Education and Protection Fund (IEPF)
During the period under review, there were no funds which were required to he transferred to Investor Education and Protection Fund (IEPF). Therefore, this clause is not applicable on Company.
11. Particulars of loans, guarantees or investments bv the Company under Section 186 of the
Companies Act. 2013
The particulars of loans, guarantees or investments by your Company under Section 186 of the Companies Act, 2013 are stated in Notes to Accounts of the financial statements, forming part of the Annual Report.
12. Internal Financial Control
The company has policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, in place to cope with internal financial controls with reference to financial statements. During the year under review, such controls were tested and no reportable material weakness in the design or operation was observed.
Details regarding the internal financial control and its effectiveness are provided in the Management Discussion and Analysis section, which is forms a part of Annual Report.
13. Vigil Mechanism/Whistlc Blower Policy
During the period, the Company has complied with the provisions of Section 177(9) and (10) of the Companies Act, 2013. The Company has established a Vigil Mechanism / Whistle Blower Policy to provide a secure environment and mechanism for directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud, or violation of the Company’s Code of Conduct.
The Vigil Mechanism & Whistle Blower Policy has been posted on the Company’s website which may be accessed on the Company's website at the link:
https://www.uualitvgrouo.in/wP-content/uploadsy2023/05/Viiul-Mechamsm Puhcv.pdt
14. Risk Management
Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities.
The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. The major risks have been identified by the Company and its mitigation process/measures have been formulated in the areas such as business, project execution, financial, human, environment and statutory compliance.
The Board has constituted Risk Management Committee to frame, implement, monitor the Risk Management Plan of the Company. Additionally, the Company has also devised a Risk Management Policy for identification of elements of risks and procedures for reporting the same to the Board which may be accessed on the Company's website at the link:
https://www.qualitvgroup.in/wp-content/uploads/2Q23/0l/RISK-ASSESSMENT-AND- MANAGEMENT-POLICY.pdl
Details regarding the risk management policy are provided in the Management Discussion and Analysis section, which is forms a part of Annual Report.
15. Energy Conservation. Technology Absorption, Foreign E,\change_Earnings & Outgo
The particulars relating to conservation of energy, technology absorption, foreign exchange earnings
and outgo, as required to be disclosed under the Companies Act, 2013, are provided in Annexure A to this Report.
16. Directors' ResponsibU to .Slatc-mcm
In accordance with Section 134(3)(c) read with 134(5) of Companies Act, 2013, the Directors would like to inform the Members that the Audited Accounts for the financial year ended March 31, 2025, are in full conformity with the requirement of the Companies Act, 2013. The Financial Accounts are audited by the Statutory Auditors, (M/s Kansal Jain & Associates having FRN: 023083N). The Directors further confirm that:
1) In the preparation of the annual financial statements for the year ended March 31, 2025 the applicable Indian accounting standards (IND-AS) read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;
2) The Directors 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 and loss of the Company for that period;
3) The Directors have 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;
4) The Directors have prepared the annual accounts on a going concern basis;
5) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
6) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
17. Particulars of contracts or arrangement wUhR.ciated Parties
All related party transactions entered into during financial year 2024-25 were on an arm's length basis and in the ordinary course of business. Therefore, the provisions of Section 188 of the Companies Act, 2013 were not attracted.
The disclosure as required under Section 134(3) (h) of the Act in form AOC-2, of related party transactions entered during the financial year 2024-25, is provided in Annexure B to this report. The disclosure of transactions with related parties for the financial year is given in to the Balance Sheet i.e. as per Accounting Standard -18.
The Policy on materiality of related party transactions may be accessed on the Company’s website at the link:
https://www.qualitygroup.mAvp-contem/upk)uds/2023/Ql/PQLlCY-UN-DEALlliG-Wrni-RELATED-
PARTY-TRANSACTIONS.pdf
18. Compliance with secretarial standards
During the year under review, your Company has complied with all applicable secretarial standards issued by the Institute ot Company Secretaries of India and approved by the Central Government pursuant to Section 118(10) of the Companies Act. 2013.
19. Directors and Key Managerial Personnels
The following were the appointment/resignation/change in designation that took place during the Financial Year 2024-25 in your Company.
a) Mr. Mohan Lai (DIN: 10252864) was regularized as an Executive Director on the Board of the Company with effect from September 04,2024.
b) Ms. Meenakshi, Company Secretary and Compliance Officer of the Company had resigned from the said post with effect from June 29. 2024.
c) Ms. Amelia Nelson was appointed as Company Secretary and Compliance Officer with effect from August 10, 2024
The structure of the Board is as follow:
|
S. No.
|
Name of the Person
|
Designation
|
|
1.
|
Mr. Kuldip Bhargava
|
Chairman and Executive Director
|
|
2.
|
Mr. Tejasvi Bhargava
|
Managing Director
|
|
3.
|
Mr. Mohan Lai
|
Executive Director
|
|
4.
|
Mr. Rajender Kedia
|
Independent Director
|
|
5.
|
Mr. Sumant Bhatnagar
|
Independent Director
|
|
6.
|
Ms. Uma
|
Independent Director
|
|
7.
|
Ms. Amelia Nelson
|
Company Secretary
|
|
8.
|
Mr. Birdhi Chand lain
|
Chief Executive officer
|
Further, after the closure of FT 2024-25, Mr. Tejasvi Bhargava (DIN: 00011205) was re-appointed as the Managing Director on the Board of the Company with effect from March 01, 2026 for a term of five years starting from March 01, 2026 and the same has been approved by the Shareholders in the ensuing ACM.
20. Code of Cpndiiyt for Pimtors and Senior Management Personnels
The Board of Directors has established a Code of Conduct applicable to its members and senior management personnel. This Code serves as a framework for ethical business practices, equitable treatment, and the prohibition of actions such as bribery, corruption, and anti-competitive behaviour.
All Board members and senior management personnel have confirmed their compliance with the Code of Conduct for the financial year 2024-25. The Code is also available on the website of the Company at
hupa,/Z^vyw,qualnygr{)UP.tn/vvp-coment/uploud!./20^./Ul/.CUDl;-0i;.CQND.LlCr-Ql- L»lR£CTQl^i-AND- SEMiUR.-JlANAiiLKIAL-PHICiONNKL.pdi
21. Code on Prohibition of insider Trading
In accordance with SEBI Insider Trading Regulations, the Company has established a "Code of Conduct to Regulate, Monitor, and Report Trading by Designated Persons" ("Code on prohibition of Insider Trading”). Such measures aim to prevent insider trading activities and ensure ethical management of sensitive information.
The Code on prohibition of Insider Trading is reviewed and amended suitably from time to time, to incorporate the amendments carried out by SEBI. The Code outlines the duties and responsibilities of Designated Persons (DPs), including the maintenance of a Structured Digital Database (SDD). This database serves as a crucial tool for preventing insider trading and managing Unpublished Price Sensitive Information (UPSI).
To enhance employee awareness and compliance, the Company periodically circulates informative emails and conducts periodic quiz on the Prevention of Insider Trading, outlining Do's and Don’ts and familiarizing employees with key aspects of the Code. During the year under review, the Audit Committee evaluated the adequacy and effectiveness of the internal control systems related to the SEBI Insider Trading Regulations. It reviewed cases of non-compliance, if any, and recommended actions to the Board in line with the penalty framework.
Any non-compliances are promptly reported to the Stock Exchanges in the prescribed format, and penalties, if applicable, are directly deposited by the Designated Person into SEBI's Investor Protection and Education Fund.
The Code is available on the website of the Company httns://www.qualitvgroup.in/wn- iimtent/uoloads/2023/01/C0DC-0F-C0NDUCT-T0-RECULATE-M0NIT0R-REP0RT-TKAD1NC-BY- IMSmERSaU
22. Declaration by Independent Pi rectors
All the Independent Directors of the Company had given the declaration under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence as provided in Section 149(6) of the Act read with the Rules framed thereunder and Regulation 16 of SEBI (l.ODR). 2015. The Independent Directors have also confirmed that they have complied with the Company's Code of Conduct for Board Members and Senior Management. Further, all the Directors have also confirmed that they are not debarred to act as a director by virtue of any SEBI order or any other authority. The Company has received a declaration from the Independent Directors that their name is included in the data bank.
Your Company has also devised a Policy on Familiarization Programme for Independent Directors which aims to familiarize the Independent Directors with your Company, nature of the industry in which your Company operates, business operations of your Company etc. The said Policy may lie accessed on your Company's website at the link:
httPS;//www.aujlitvgrouo.in/wp-comenl/uDloads/2023/Ul/FAMlLlARIZATIDN PROGRAMME-FOR- INDEPENDENT-DIRF.CTORS.pdf
23. Statement regarding opinion of the Board with regard to integrity, expertise and experience f including the oroficiencvl of the independent directors appointed during the year.
There is no appointment of the Independent Directors during the year FY 2024-25. Hence, this clause shall not be applicable on the Company.
24. Performance Evaluation
The Company has devised a policy for performance evaluation of Independent Directors, Board. Committees and other individual Directors which includes criteria for performance evaluation of the Non-Executive Directors and Executive Directors. The evaluation of all the Directors and the Board as whole was conducted based on the criteria and framework adopted by the Board.
The policy is available on the website of the Company and can be accessed by clicking on the below link:
lmt)s://www.mialUvurotiu.in/wn-content/uoloads/2Q23/Ql/PQUCY-ON-NOMINATION-AND- REMUNERATION-COM MITTKE.odf
25. Corporate Social Responsibility
In accordance with Section 135(5) of the Companies Act, 2013, and its subsequent rules, the Company is mandated to allocate a minimum of 2% of its average net profits from the past three financial years towards Corporate Social Responsibility (CSR) initiatives, as calculated under Section 198 of the
Companies Act, 2013 for the financial year 2024-25, however, the Company was not required to earmark funds for CSR activities and to formulate the CSR Policies as per the stipulated criteria.
26. Committees of the Board
a) Audit Committee
The Audit Committee (the "Committee”) was constituted by the Board of Directors at their meeting held on November 26, 2022 in accordance with the Section 177 of the Companies Act, 2013 and Rule 6 of the Companies (Meeting of board and its powers) Rule, 2014.
f /immteilinn Aiiiiil (' m m Ý ft an Ý
|
Name of the Director
|
Status
|
Nature of Directorship
|
|
Mr. Rajinder Kedia
|
Chairman
|
Independent Director
|
|
Mr. Sumant Bhatnagar
|
Member
|
Independent Director
|
|
Mr. Tejasvi Bhargava
|
Member
|
Managing Director
|
During the financial year 2024-25, the Audit committee held a total of 4 (four) meetings. All the four Audit committee meetings were held physically at the Registered Office of the Company. The respective dates of the Audit committee Meetings and Number of members who attended the meeting during the mentioned period are as follows:
|
S. No.
|
Date of meeting
|
No. of members Attended the Meeting
|
No. of members entitled to attend the meeting
|
|
1
|
May 22. 2024
|
2
|
3
|
|
2
|
August 10,2024
|
2
|
3
|
|
3
|
October 28,2024
|
3
|
3
|
|
4
|
February 04. 2025
|
3
|
3
|
b) Stakeholders Relationship Committee ("SRC"!
The Stakeholders Relationship Committee was constituted by the Board of Directors at their meeting held on November 26, 2022 in accordance with the Section 178(5) of the Companies Act 2013.
Comnosition of Stakeholders Relationshin Committee:
|
Name of the Director
|
Status
|
Nature of Directorship
|
|
Mr. Rajinder Kedia
|
Chairman
|
Independent Director
|
|
Mr Kuldip Bhargava
|
Member
|
Kxecutive Director
|
|
Mr. Tejasvi Bhargava
|
Member
|
Managing Director
|
During the financial year 2024-25, the SRC held 1 (One) meeting which was held physically at the Registered Office of the Company. The respective dates of the SRC Meetings and Number of members who attended the meeting during the mentioned period are as follows:
|
S. No.
|
Date of meeting
|
No. of members Attended the Meeting
|
No. of members entitled to attend the meeting
|
|
1
|
February 04.2025
|
3
|
3
|
c) Nomination and Remuneration Committee f'N&RCl)
The Nomination and Remuneration Committee has constituted by the Board of Directors at their meeting held on November 26, 2022 in accordance with the Section 178(4) of the Companies Act 2013.
Composition of Nomination and Remuneration Committee
|
Name of the Director
|
Status
|
Nature of Directorship
|
|
Mr. Kajinder Kedia
|
Chairman
|
Independent Director
|
|
Mr. Sumant Rhatnagar
|
Member
|
Independent Director
|
|
Ms. Uma
|
Member
|
Independent Director
|
During the financial year 2024-25, the NRC held 2 (Two) meetings which were held physically at the Registered Office of the Company. The respective dates of the NRC Meetings and Number of members who attended the meeting during the mentioned period are as follows:
|
S. No.
|
Date of meeting
|
No. of members Attended the Meeting
|
No. of members entitled to attend the meeting
|
|
1.
|
August 10, 2024
|
2
|
3
|
|
2.
|
October 28, 2024
|
3
|
3
|
d) Corporate Social Responsibility fCSR) Committee:
As the provisions of Sec-135 of the Companies act, 2013 are not applicable on the Company. Therefore, Company is not required to constitute CSR Committee.
27. Meetings of Board ot the Directors
The Board meets at regular intervals to discuss and decide on Company / Business policy and strategy. The gap between any two consecutive meetings was within the limit prescribed under the Companies Act. 2013 and SEBI (LODR) Regulations. The necessary quorum was present during all the meetings.
During the financial year 2024-25 the board of directors held a total of 5 (Five) meetings. All the Five Board meetings were held physically at the Registered Office of the Company. The respective dates of the Board Meetings and Number of Directors who attended the meeting during the mentioned Period are as follows:
|
S. No.
|
Date of Board Meeting
|
No. of Directors Attended the Board Meeting
|
No. of Directors entitled to attend the board meeting
|
|
1.
|
May 22, 2024
|
5
|
6
|
|
2.
|
June 29, 2024
|
5
|
6
|
|
3.
|
August 10. 202.4
|
5
|
6
|
|
4.
|
October 28, 2024
|
6
|
6
|
|
5.
|
February 04, 2025
|
5
|
6
|
28. Meeting of shareholders of the Company
During the financial year ended March 31, 2025, only one (1) meeting of shareholders was held i.e. 34th Annual General Meeting which was held on September 04,2024.
29. Auditors and Auditor's Report
a) Statutory Auditor
Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/s. Kansal lain and Associates (FRN: 023083N) were appointed as Statutory Auditors of the Company for the five consecutive years, to hold office from the conclusion of the 34th Annual General Meeting held on September 04, 2024 until the conclusion of 39,h Annual General Meeting of the Company to be held for the financial year 2029-30, on such remuneration as may be decided. Vide notification dated May 7, 2018 issued by the Ministry of Corporate Affairs, the requirement of annual ratification has been omitted.
Further, the Auditors’ Report "with an unmodified opinion”, on the financial statements of the Company for financial year 2024-25, forms part of this Annual Report. There was no observation, qualification, reservation or adverse remark in the Auditor’s Report. The Notes on Financial Statements referred to in the Auditors' report are self-explanatory and therefore do not require any further comments.
b) Secretarial Auditor
M/s. Rajesh Garg & Co., Practicing Company Secretaries, Hisar (FCS No. 5960) is to be appointed as the Secretarial Auditor in the ensuing ACM with the approval of Members of the Company for a consecutive period of five years starting from April 01, 2025 on such remuneration as may be decided, to conduct the Secretarial Audit of the Company.
The Secretarial Audit Report (MR-3) for financial year 2024-25 forms part of the Annual Report as Annexure-C. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
c) Internal Auditor
Pursuant to the provisions of Section 138 of the Act and the Companies [Accounts] Rules, 2014 and on the basis of the recommendations of the Audit Committee, Mr. Kapil Mittal, Chartered Accountant (Mem. No. 542972) is the Internal Auditor for the financial year 2024-25.
The Internal audit report for financial year 2024-25 does not contain any qualification, reservation or adverse remark.
d) Cost Auditors
M/s. N. R. Goyal & Company, Cost Accountants, Delhi having Firm Registration No. 101252, was appointed as the Cost Auditor to conduct the Cost Audit of the Company for the financial year 2024-25. The remuneration to be paid to Cost Auditors as recommended and approved by the Audit Committee and Board, and to be ratified in the 35,h Annual General Meeting of the Company.
30. CflSLfteCQ-rds
The Company has maintained all the cost records as specified by the Central Government as required under sub-section (1) of section 148 of the Companies Act. 2013.
31. Reporting of Frauds by Auditors
None of the Auditors of the Company have reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013.
32. Particulars of Employees and related disclosures
The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year 2024-25 who is covered under provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure D to this Report.
33. Corporate Governance
In terms of Regulation 15(2)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Compliances with the provisions of Corporate Governance as specified in Regulations 17 to 27 and Clause (b) to (i) and (t) of Regulation 46(2) and para C, D and E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are not applicable to your company as it is listed on the SME Exchange. Accordingly, a separate report on Corporate Governance and the certificate from the Auditors are not required to be annexed.
34. Management's Discussion and analysis Report
Management's Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) and (3) read with the Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forms part of the Annual Report as Annexure E to the Board's report.
35. Stock Exchange where the securities are listed
SME Exchange of National Stock Exchange of India Ltd., ("NSE Emerge”) Exchange Plaza, 5,h Floor, Plot No. C/l, G-Block, Bandra-Kurla complex, Bandra (E), Mumbai - 400051.
36. Compliance of guidelines of SEBI/Stock Exchange
We have duly complied with all the applicable guidelines issued by SEBI/Stock Exchange.
37. Statement of Deviation or Variation
As per Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, there is no deviation or variation in the use of funds raised through Public Issue of Equity Shares from the objects stated in the Prospectus of the Company.
38. Industrial Relations
Industrial relations continued to be cordial during the year under review.
39. Business Responsibility and Sustainability Report
The Business Responsibility Sustainability Report ("BRSR") as per the requirements of Regulation 34(2)(f) of the SEBI (LODR), 2015 is not mandatorily required to be given by Companies which have listed their specified securities on the SME Exchange. Your Company has not voluntarily adopted disclosure requirement of the Business Responsibility Report.
40. Policy on prevention of Sexual Harassment
Your Company has in place a policy on prevention of sexual harassment at workplace in accordance with the provisions of Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013 ("POSH Act"). The policy aims at prevention of harassment of women employees and lays down the guidelines for identification, reporting and prevention of sexual harassment. There is an Internal Complaints Committee which is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the policy.
Further, in terms of the provisions of the Rule 8(5)(x) of Companies (Accounts) Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the details in relation to the POSH Act, for the financial year ended on March 31, 2025 are as under:
a) Number of complaints pertaining to sexual harassment received during the financial year: NIL
b) Number of complaints pertaining to sexual harassment disposed off during the financial Year: NIL
c) Number of complaints pertaining to sexual harassment pending for more than Ninety days: NIL
The policy of the Company on Prevention of Sexual Harassment, as adopted by the Board, may be accessed on your Company’s website at the link:
FROM-SFXUAI.-HARASSFMENT.pdf
41. Details of Subsidiary, loint Venture or Associate Companies
As on March 31, 2025, Company doesn't have any Subsidiary & |oint Venture and Associate Companies at the end of the year.
42. Credit Rating
The Company does not have any Credit rating as of now.
43. Ppiicv on Director s appointment and remuneration
The Company has devised a policy for Appointment and Remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The policy also regulated the terms of appointments including retirements and removals as well. The policy of the Company on Directors’ appointment and remuneration, adopted by the Board, may be accessed on your Company's website at the link:
https://www.qualitygroup.in/wp-content/uploads/2023/01/POLICY-ON-NOMlNATIQN-AND- REMUNERATION-COMM ri’TEE.odf
44. OTHER DISCLOSURES
Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
a) There were no issue of equity shares with differential rights as to dividend, voting or otherwise.
b) There was no Buy Back of its Securities by the Company from the Shareholders.
c) There was no issue of shares (including sweat equity shares) to the employees of the Company under any scheme.
d) No application has been made or any proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016.
e) There was no instance of one-time settlement with any bank or financial institution.
f) Company does not have any subsidiary.
g) 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.
h) There are no shares in the demat suspense account/undaimed suspense account of the Company.
45. Maternity Benefit
The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year
46. Health, Safety and environment:
The company considers safety, environment and health as the management responsibility and therefore being constantly aware of its obligation towards maintaining and improving the environment across various spheres of its business activities.
47. Acknowledgement
The Board of Directors thanks and deeply acknowledge the co-operation, assistance and support provided by all the stakeholders' viz., workers, shareholders, bankers, customers, dealers, vendors, Government and Regulatory agencies.
For and on behalf of the Board of Directors
Foils (India) Limited
Date: August 05,2025 ♦ ^Hdfdip Bhargava
Place: Hisar Chairman
DIN:00011103 R/o: Anand bhawan,
Hisar, Haryana-125001
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