|
Dear Members,
Your Directors are pleased to present the 1st Board's Report
of your Company together with the Audited Financial Statements and the Auditors'
Report for the Financial Year ended 31st March, 2024.
1. FINANCIAL RESULTS:
The Company's financial performances for the year under review are
given hereunder:
(Amount in Thousands)
|
Financial Year |
Particulars |
2023-2024* |
| Revenue from Operations |
15347.73 |
| Other Income |
654.35 |
| Less: Finance Cost |
9.56 |
| Less: Depreciation & Amortization |
367.70 |
PROFIT BEFORE TAX |
6725.78 |
| Provision for Tax (including deferred tax) |
- |
PROFIT AFTER TAX |
6725.78 |
| Interim / Final Dividend on Equity Shares
& Tax thereon |
- |
| Earnings per share (Basic) |
3.54 |
| Earnings per share (Diluted) |
3.54 |
*Note: Since the Company was incorporated on December 27, 2023, we
have provided details only for the financial year 2023-2024.
2. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS
During the year under review, the Company has earned a net revenue from
operations on a Standalone basis of 15347.73 Thousand for the financial year 2023- 2024.
Further, the Company has earned a Profit before tax (PBT) of 6725.78 Thousand and Profit
after tax (PAT) of 6725.78 Thousand.
The financial statements are prepared under the historical cost
convention, in accordance with Indian Generally Accepted Accounting Principles
("GAAP"), including the Accounting Standards specified under Section 133 of the
Act, read with Rule 7 of the Companies (Accounts) Rules, 2014, on the accrual basis, as
adopted consistently by the Company.
Cash and Cash equivalents as at March 31, 2024 were 11255.87 Thousand.
The Company continues to focus on its working capital, receivables and other parameters.
3. DIVIDEND
With a view to conserve and save the resources for future prospects of
the Company, the directors have not declared any dividend for the Financial Year 2023-24.
4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION &
PROTECTION FUND
There is no unclaimed/unpaid Dividend within the meaning of the
provisions of Section 125 of the Companies Act, 2013.
5. TRANSFER TO RESERVES
The Directors do not propose to transfer any amount to the Reserves.
Total amount of net profit of 6725.78 Thousand if carried to the Reserves & Surplus as
shown in the Balance Sheet of the Company.
6. SHARE CAPITAL
AUTHORISED SHARE CAPITAL:
The Company increased its Authorised Share Capital to 5,00,00,000 and
is the same as on 31st March, 2024.
ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL:
Upon conversion of Limited Liability Partnership to Limited Company,
the initial subscribers invested 1,90,00,000 to the incorporation of the Company.
Further 6,87,600 Equity Shares of face value of Rs. 10/- each at a
premium of 83/- per share were issued through IPO and allotted on 13.05.2024.
The present paid-up share capital of the Company is 2,58,76,000 divided
into 25,87,600 Equity Shares of the Rs. 10/- each and the entire shares of the Company is
listed on BSE-SME exchange w.e.f. 15th May, 2024.
7. DETAILS OF INITIAL PUBLIC OFFERING
The Company made its public offer of equity shares by way of fresh
issue of equity shares in accordance with Chapter IX of The SEBI (ICDR) Regulations, 2018
as amended, wherein 6,87,600 Equity Shares were offered through Initial Public Offer. The
public offer was opened on 8th May 2024 and closed on 10th May 2024
for all applicants. The 6,87,600 Equity Shares were offered at an offer price of 93/- per
Equity Share (including a share premium of 83/- per equity Share). The shares were
allotted on 13th May, 2024 to the respective successful applicants under
various categories as approved in consultation with the Authorized Representative of the
Designated Stock Exchange viz. BSE Limited. The Equity shares of the Company were listed
on BSE Limited under SME segment with effect from 15th May, 2024. The
Company's IPO has received an overwhelming response and got oversubscribed by 37
times.
8. DETAILS OF UTILIZATION OF FUNDS AND STATEMENT OF DEVIATION(S)
OR VARIATION(S):
Pursuant to Regulation 32 (1) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (‘Listing Regulations/ LODR') there
was no deviation/variation in the utilization of proceeds as mentioned in the objects
stated in the Prospectus, in respect of the Initial Public Offering of the Company.
9. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS/ COURTS/ TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S
OPERATIONS IN FUTURE
There are no significant/material orders passed by the Regulators or
Courts or Tribunals impacting the going concern status of the Company and its operations
in future.
10. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL
CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Internal Financial Controls of the Company are adequate keeping in
mind Company's business size and mode of operations. All process and safety measures
are followed to protect from any financial or business loss, unauthorized use or
disposition of its assets. All the transactions are properly regulated through proper
channels to maintain control.
The Board has adopted policies and procedures to ensure orderly and
efficient conduct of its business, including adherence to the Company's policies,
safeguarding of its assets, prevention and detection of fraud, error reporting mechanisms,
accuracy and completeness of the accounting records, and timely preparation of reliable
financial disclosures.
11. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE
FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR AND THE DATE OF THIS REPORT
On 27th December 2023, the Company incorporated its Business
by virtue of Conversion from LLP to Public Limited Company. The Board of Directors of the
Company in their meeting held on 30th December 2023 approved filing of draft
Red Hearing Prospectus with BSE Limited on SME Segment.
The Board of Directors of the Company in their meeting held on 30th
April 2024 approved filing of final Prospectus with BSE Limited on SME Segment.
The Board of Directors of the Company in their meeting held on 13th
May 2024 Allotted Securities of 6,87,600 Equity Shares pursuant to Initial Public Offer
made by the Company.
Subsequently, the Company got listed on BSE SME Segment on 15th
May 2024.
12. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The policy of the Company on directors' appointment and
remuneration, including the criteria for determining qualifications, positive attributes,
independence of a director and other matters, as required under Companies Act, 2013, is
available on our website, at https://tgifagri.com/corporate-policies/.
13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO:
The information regarding conservation of energy, technology absorption
and foreign exchange earnings and outgo, stipulated under Section 134 (3)(m) of the
Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed
herewith (Annexure A) which forms a part of this Report.
14. SECRETARIAL STANDARDS
The Company has complied with applicable Secretarial Standards issued
by the Institute of Company Secretaries of India.
15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER
SECTION 186 OF THE COMPANIES ACT, 2013:
The Company has not provided any loans nor it has provided any
guarantees under the provisions of Section 186 of the Companies Act, 2013 during the year
under review and hence the said provision is not applicable.
16. STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL
STATEMENT OF SUBSIDIARIES/ ASSOCIATE COMPANIES/ JOINT VENTURES
Pursuant to first proviso to sub-section (3) of section 129 read with
rule 5 of Companies (Accounts) Rules, 2014):
Part "A": Subsidiaries is not applicable to the
Company as the Company does not have any Subsidiary companies.
Part "B": Associates and Joint Ventures is not
applicable to the Company as the company does not have any Associate Companies and Joint
Ventures.
17. PARTICULARS OF CONTRACTS OR ARRANGMENTS MADE WITH RELATED
PARTIES UNDER SECTION 188:
Related party transactions that were entered during the financial year
were on an arm's length basis and were in the ordinary course of business. There were
no materially significant related party transactions with the Company's Promoters,
Directors, Management or their relatives, which could have had a potential conflict with
the interests of the Company. The details of these transactions are part of Notes to
Accounts and Form AOC – 2 attached to this report as Annexure B.
The Board of Directors of the Company has in place the policy to
regulate transactions between the Company and its related parties, in compliance with the
applicable provisions of the Companies Act 2013, the Rules thereunder and the Listing
Regulations. This policy has been uploaded on the website of the Company at https://tgifagri.com/corporate-policies/.
18. POLICIES
A. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
Vigil Mechanism provides a channel to report to the management concerns
about unethical behavior, actual or suspected fraud or violation of the code of conduct or
policy. It provides adequate safeguards against victimization of directors, employees and
all stakeholders. It also provides direct access to the Chairman of the Audit Committee.
In compliance with Section 177 of the Companies Act, 2013 and other
applicable provisions, the Company has formulated a Vigil Mechanism/ Whistle Blower Policy
(Mechanism) for its Stakeholders, Directors and Employees in order to promote ethical
behavior in all its business activities and in line with the best governance practices.
The Company is committed to adhere to the highest standards of ethical,
moral and legal conduct of business operations. This policy has been uploaded on the
website of the Company at https://tgifagri.com/corporate-policies/.
B. POLICY FOR PROTECTION OF WOMEN AGAINST SEXUAL HARASSMENT
AT WORKPLACE:
The Company has zero tolerance for sexual harassment at workplace and
has adopted a policy on prevention, prohibition and redressal of sexual harassment at
workplace in line with the provisions of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. We
follow gender-neutral approach in handling complaints of sexual harassment. During the
financial year 2023-2024, the Company has not received any complaints on sexual
harassment. This policy has been uploaded on the website of the Company at https://tgifagri.com/corporate-policies/.
C. POLICY FOR PREVENTION OF INSIDER TRADING:
Pursuant to Regulation 8 of Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015, the Company has formulated and adopted
the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive
Information ("Code of Fair Disclosure") of the Company. The Code of Fair
Disclosure is available on the website of the Company https://tgifagri.com/corporate-policies/.
Further, pursuant to Regulation 9 of Securities and Exchange Board of
India (Prohibition of Insider Trading) Regulations, 2015, the Company has in place the
code of Conduct for Prevention of Insider Trading. The Code lays down guidelines and
procedures to be followed and regulate, monitor and report to be made while dealing with
the shares of the Company. The Company Secretary has been appointed as a Compliance
Officer and is responsible for monitoring adherence to the Code.
The policy for Prohibition of Insider Trading has been uploaded on the
website of the Company at https://tgifagri.com/corporate-policies/.
D. RISK MANAGEMENT POLICY
The risk management process is followed by the Company to ensure timely
identification, categorization and prioritization of operational, financial and strategic
business risks. Teams are authorized for managing such risks and updating it to the senior
management. The Board and Audit Committee review the risk assessment in the company on
regular basis. The policy for Risk Management has been uploaded on the website of the
Company at https://tgifagri.com/corporate-policies/.
19. CORPORATE SOCIAL RESPONSIBILITY
As on 31st March, 2024, the provisions prescribed under
Section 135 of the Companies Act, 2013 in respect of CSR is not applicable to the Company.
Hence, the Company has neither made any provision towards CSR nor have constituted the
Corporate Social Responsibility (CSR) Committee.
20. ANNUAL EVALUTION OF THE PERFORMANCE OF THE BOARD, ITS
COMMITTEES AND OF INDIVIDUAL DIRECTORS:
The Annual Evaluation of the performance of the Board, its committees,
and of Individual Directors is carried out by the Board and Committees from time to time.
21. EXTRACT OF ANNUAL RETURN
Pursuant to Section 92 (3) read with Section 134(3)(a) of Companies
Act, 2013, the Annual Return as on 31st March, 2024 shall be placed on the
Company's website at https://tgifagri.com/annual-returns/.
22. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013 the Board of
Directors of the Company confirms that- a) In preparation of the Annual Accounts for the
financial year ended 31st March 2024, the applicable Accounting Standards have
been followed along with proper explanation to 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 or loss of the Company,
for that period. c) They 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.
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 that such internal financial
controls are adequate and were operating effectively; and f) They have devised proper
systems to ensure compliance with the provisions of all applicable laws and that such
system is adequate and operating effectively.
23. PUBLIC DEPOSITS
Your Company has not accepted, invited and/or received any deposits
from public within the meaning of Section 73 and 76 of the Companies Act, 2013 and the
Companies (Acceptance of Deposit) Rules, 2014.
24. 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 is attached as Annexure C which
forms part of this report.
25. DIRECTORS
Board of Directors and Key Managerial Personnel:
Name of Directors / Key
Managerial Personnel |
Designation |
| Niraj Gemawat |
Non-Executive Director |
| Bharat Thaker1 |
Managing Director |
| Mrs. Rachana Gemawat2 |
Managing Director |
| Indrajeet Mitra |
Non-Executive Director |
| Vishal Shah |
Independent Director |
| Hursh Jani |
Independent Director |
| Geetika Saluja |
Independent Director |
| Sapan Dalal |
Company Secretary & Compliance Officer |
| Chetna Kotadia3 |
Chief Financial Officer |
| Amrish Vashishtha4 |
Chief Financial Officer |
1
of May 31, 2024
2 Mrs. Rachana Gemawat was appointed as Managing Director of the
Company w.e.f. June 3, 2024.
3 Ms. Chetna Kotadia resigned from the office of Chief Financial
Officer of the Company w.e.f. closure of business hours of 12th February, 2024
4 Mr. Amrish Vashishtha was appointed as Chief Financial Officer
of the Company w.e.f. February 12, 2024
|
AUDIT COMMITTEE |
Name of Director |
Status |
Nature of Directorship |
| Geetika Saluja |
Chairperson |
Independent Director |
| Hursh Jani |
Member |
Independent Director |
| Niraj Gemawat |
Member |
Non-Executive Director |
STAKEHOLDER RELATIONSHIP COMMITTEE |
Name of Director |
Status |
Nature of Directorship |
Niraj Gemawat |
Chairperson |
Non-Executive Director |
</tr>
Indrajeet Mitra |
Member |
Non-Executive Director |
Vishal Shah |
Member |
Independent Director |
NOMINATION AND REMUNERATION COMMITTEE |
Name of Director |
Status |
Nature of Directorship |
Geetika Saluja |
Chairperson |
Independent Director |
Hursh Jani |
Member |
Independent Director |
Niraj Gemawat |
Member |
Non-Executive Director |
Retire by Rotation:
In pursuant to the provisions of Section 152 of the Companies Act,
2013, Mr. Niraj Gemawat, Non-Executive Director of the Company, would retire by rotation
at the 1st Annual General Meeting of the Company and being eligible for
re-appointment. Mr. Niraj Gemawat has offered himself for re-appointment.
Declaration of Independence:
All Independent Directors have given declarations confirming that they
meet criteria of independence as prescribed both under Section 149 of the Companies Act,
2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 with the Stock Exchanges.
Meetings of the Board:
During the year under review, total 5 (Five) Board Meetings were
convened. 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 as amended from time to time.
Committees of the Board of Directors:
In compliance with the requirement of applicable laws and as part of
the best governance practice, the Board has constituted various Committees of its members.
These Committees hold meetings at such frequencies as is deemed necessary by them to
effectively undertake and deliver upon the responsibilities and tasks assigned to them.
Minutes of the meetings of each of these Committees are tabled regularly at the Board
Meetings.
26. OTHER DISCLOSURES
The Directors state that the Company has made disclosures in this
report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies
(Accounts) Rules, 2014 and other applicable provisions of the Act and Listing Regulations,
to the extent the transactions took place on those items during the year. The Directors
further 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;
The Company has not bought back any of its securities during the year
under review. The Company has not issued any Sweat Equity Shares during the year under
review. The Company has not issued any Bonus Shares during the year under review. The
Company has not provided any Stock Option Scheme to the employees. There is no revision in
the Board's report or the Financial Statements The Company does not have any
subsidiary joint ventures or associate Companies.
27. NUMBER OF COMPLAINTS RELATING TO CHILD LABOUR, FORCED LABOUR,
INVOLUNTARY LABOUR
The Company has 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.
No cases of child labor, forced labor, involuntary labor and
discriminatory employment were reported in the financial year under review.
28. AUDITORS
Statutory Auditor:
The Company had appointed M/s. Samir M. Shah & Associates,
Chartered Accountants, (Firm Reg. No. 122377W) as the first Statutory Auditors of the
Company by the Board of Directors in their meeting held on 28th December, 2023
till the conclusion of 1st Annual General Meeting of the Company.
Further, in compliance with the provision of Section 139[1] of the
Companies Act, 2013, the Board of Directors in their meeting held on 30th May,
2024, appointed M/s. Samir M. Shah & Associates as the Statutory Auditors of the
Company for a period of 5 years i.e. from the conclusion of 1st Annual General
Meeting till the conclusion of 6th Annual General Meeting.
The Company has received a certificate from the M/s. Samir M. Shah
& Associates in accordance with the provisions of Section 141 of the Companies Act,
2013.
There is no qualifications, reservations or adverse remarks made by
M/s. Samir M. Shah & Associates, Statutory Auditors of the Company in their Audit
Report for the year under review.
Internal Auditor:
Pursuant to Section 138 of the Companies Act 2013, the Company had
appointed Ms. Zalak Chokshi as an Internal Auditor of the Company for the FY 2023-24.
Secretarial Auditor:
Pursuant to the provision of Section 204 of the Companies Act, 2013 and
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Board of Directors have appointed M/s Mukesh J & Associates, Company Secretaries for
conducting Secretarial Audit of the Company for the year ended 31st March 2024.
Secretarial Audit Report issued by M/s Mukesh J & Associates in Form MR-3 (Annexure
D) forms part of this report.
There is no qualifications, reservations or adverse remarks made by M/s
Mukesh J & Associates, Secretarial Auditors of the Company in their Audit Report for
the year under review.
29. CORPORATE GOVERNANCE:
The Company strives to incorporate the appropriate standards for
corporate governance. However, pursuant to Regulation 15(2) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 the Company is not required to mandatorily
comply with the provisions of certain regulations of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and therefore the Company has not provided a
separate report on Corporate Governance, although few of the information are provided in
this report under relevant heading.
30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
In terms of Regulation 34 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a review of the performance of the Company for the year
under review, Management Discussion and Analysis Report, highlighting the important
aspects of the business of the Company is presented in a separate section forming part of
this Annual Report as Annexure - E.
31. LITIGATIONS:
There were no litigations outstanding on Company as on 31st
March, 2024.
32. SECRETARIAL STANDARDS:
The Company has complied with applicable Secretarial Standards issued
by the Institute of Company Secretaries of India.
33. FRAUD REPORTING
There have been no instances of fraud reported by the Statutory
Auditors under Section 143(12) of the Act and Rules framed thereunder either to the
Company or to the Central Government
34. ACKNOWLEDGEMENT
Your directors would like to express their sincere appreciation for the
significant contribution, assistance and co-operation received from the Banks, employees,
various government authorities, customers, vendors and shareholders during the year.
DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO
[Pursuant to Section 134(3) (m) of The Companies Act, 2013 read with
Rule 8(3) of The Companies (Accounts) Rules, 2014]
A. Conservation of Energy
The Company's operations are not energy intensive and involve low
energy consumption. However, adequate measures have been taken to conserve energy wherever
possible. The Company has also taken effective steps at every stage to reduce consumption
of electricity. The efforts to conserve and optimize the use of energy through improved
operational method and other means will continue.
B. Technology Absorption
The Company is aggressively moving towards establishing a paperless
corporate environment and strives to utilize the latest technology for achieving this
goal. The management is regularly involved in implementing newer means of storage towards
reduction of waste through use of technology. Presently, the Company have not incurred any
expenses on Research and Development.
C. Foreign Exchange Earnings and outgo
The Foreign Exchange earnings and outgo during the financial period
ended 31st March, 2024 is as follows:
(Amount in Thousand)
Particulars |
Amount |
| Foreign Exchange Earnings |
Nil |
| Foreign Exchange Outgo |
Nil |
ANNEXURE-C Particulars of Remuneration as Per Section 197 (12) of the
Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel), Rules, 2014
1. Disclosure of remuneration of Directors and Key Managerial Personnel
for the Financial Year ended 31st March 2024:
Sr. No. Name |
Designation |
% increase of remuneration
in fiscal 2023 as compared to fiscal 2022 |
Ratio of remuneration to
median remuneration of employee's |
| 1 Bharat Thaker |
Managing Director |
NA |
3.31 |
| 2 Chetna Kotadia |
Chief Financial Officer |
NA |
4.49 |
3 Sapan Dalal |
Company Secretary &
Compliance Officer |
NA |
1.54 |
4 Amrish Vashishtha |
Chief Financial Officer |
NA |
1.34 |
5 Niraj Gemawat |
Non-Executive Non-
Independent Director |
NA |
NIL |
6 Indrajeet Mitra |
Non-Executive Non-
Independent Director |
NA |
NIL |
7 Vishal Shah |
Non-Executive Independent
Director |
NA |
NIL |
8 Hursh Jani |
Non-Executive Independent
Director |
NA |
NIL |
9 Geetika Saluja |
Non-Executive Independent
Director |
NA |
NIL |
2. Names of top ten employees in terms of remuneration drawn from the
Company in the financial year 2023-24 in terms of Rule 5(2) of the companies (Appointment
and Remuneration of Managerial Personnel) Rules 2014: NIL
3. The percentage increase in the median remuneration of employees in
the financial year:
There is no increase/decrease in the median remuneration of Employees
during the FY 2023-24 as this is the first year of incorporation.
4. The number of permanent employees on the rolls of the Company: There
were 7 employees on the roll of the Company during FY 2023-24.
5. Average percentile increases already made in the salaries of
employees other than the managerial personnel in the last financial year and its
comparison with the percentile increase in the managerial remuneration and justification
thereof and point out if there are any exceptional circumstances for increase in the
managerial remuneration:
Not Applicable as this is the first year of its incorporation.
6. The Board of Directors of the Company affirmed that remuneration of
all Directors and Key Managerial Personnel and other employees of the Company are as per
the Remuneration Policy of the Company.
FORM NO. MR-3 SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2024
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members of
TGIF AGRIBUSINESS LIMITED
A/52, Fairy Society, 5th Floor, Corporate House, Bodakdev,
Ahmedabad-380054
We have conducted the secretarial audit of the compliance of applicable
statutory provisions and the adherence to good corporate practices by TGIF Agribusiness
Limited (CIN: L01132GJ2023PLC147235) (hereinafter called the "Company"). The
Secretarial Audit was conducted in a manner that provided us a reasonable basis for
evaluating the corporate conducts/statutory compliances and expressing our opinion
thereon.
Based on our verification of TGIF Agribusiness Limited's books,
papers, minute books, forms and returns filed and other records maintained by the Company
and also the information provided by the Company, its officers, agents and authorized
representatives during the conduct of secretarial audit, we hereby report that in our
opinion, the Company has during the audit period covering the Financial Year ended on 31st
March, 2024, complied with the statutory provisions listed hereunder and also that the
Company has proper Board-processes and compliance mechanism in place to the extent, in the
manner and subject to the reporting made hereinafter.
We have examined the books, papers, minute books, forms and returns
filed and other records maintained by TGIF Agribusiness Limited ("the
Company") for the Financial Year ended on 31st March, 2024, according to
the provisions of: -
1. The Companies Act, 2013 (the Act) and the rules made thereunder;
2. The Securities Contracts (Regulation) Act, 1956 (‘SCRA')
and the rules made thereunder;
3. The Depositories Act, 1996 and the Regulations and Bye-laws framed
thereunder;
4. Foreign Exchange Management Act, 1999 and the rules and regulations
made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and
External Commercial Borrowings; (Not applicable to the Company during the Audit Period).
5. The following Regulations and Guidelines prescribed under the
Securities and Exchange Board of India Act, 1992 (‘SEBI Act'): a. The Securities
and Exchange Board of India (Substantial Acquisition of
Shares and Takeovers) Regulations, 2011; (Not applicable to the
Company during the Audit Period); b. The Securities and Exchange Board of India
(Prohibition of Insider Trading)
Regulations, 2015; (Not applicable to the Company during the Audit
Period); c. The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018; (Not applicable to the
Company during the Audit Period, However, the Company has filed Draft Prospectus with BSE
for In principal approval of Initial Public Offer) d. The Securities and Exchange
Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015; (Not applicable to the
Company during the Audit Period); e. The Securities and Exchange Board of India
(Buyback of Securities)
Regulations, 2018 (Not applicable to the Company during the Audit
Period); f. The Securities and Exchange Board of India (Registrars to an Issue and
Share Transfer Agents) Regulations, 1993. (Not applicable to the
Company during the Audit Period); g. The Securities and Exchange Board of India
(Issue and Listing of Non-Convertible Securities) Regulations, 2021; (Not applicable to
the Company during the Audit Period); h. The Securities and Exchange Board of India
(Share Based Employee
Benefits and Sweat Equity) Regulation, 2021; (Not applicable to the
Company during the Audit Period); i. The Securities and Exchange Board of India
(Depositories and Participants)
Regulations, 2018. (Not applicable to the Company during the Audit
Period); j. The Securities and Exchange Board of India (Delisting of Equity
Shares)
Regulations, 2021; (Not applicable to the Company during the Audit
Period);
We have also examined Secretarial Standards issued by The Institute of
Company Secretaries of India;
During the period under review, the Company has complied with the
provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. as mentioned above
except:
We further report that the Board of Directors of the Company is
duly constituted. The changes in the composition of the Board of Directors that took place
during the period under review were carried out in compliance with the provisions of the
Act.
Adequate notice is given to all directors to schedule the Board
Meetings, agenda and detailed notes on agenda were sent with shorter notice, and a system
exists for seeking and obtaining further information and clarifications on the agenda
items before the meeting and for meaningful participation at the meeting.
Majority decision is carried through while the dissenting members'
views are captured and recorded as part of the minutes.
We further report that there are adequate systems and processes in
the company commensurate with the size and operations of the company to monitor and ensure
compliance with applicable laws, rules, regulations and guidelines.
We further report that during the period under review, the Company
has passed following special resolutions:
I. In the Extra-Ordinary General Meeting dated 28th
December, 2023:
a) Appointment of Mr. Bharat Bhupendrakumar Thaker (DIN: 06960624) as a
Managing Director of the Company. b) To authorize the Board to create Charge/Mortgage over
the properties of the Company for the purpose of borrowing in the terms of section
180(1)(a) of the Companies Act, 2013 for aggregate amount not exceeding of INR 20 Crore.
c) To authorize the Board to borrow money pursuant to Section 180(1)(c) of the Companies
Act, 2013 for aggregate amount not exceeding of INR 20 Crore. d) To authorize for giving
loan and making investment by the company in terms of the provision of section 186 of the
Companies Act, 2013 for aggregate amount not exceeding of INR 20 Crore. e) To make an
Initial public offering of equity shares of the Company by creating, offering and
allotting upto 7,00,000 Equity Shares of INR 10/- each of the Company. f) To Adopt New Set
of Articles of Association As per Provisions of the Companies Act, 2013.
We further report that, The Company got listed on BSE SME w.e.f.
May 15, 2024 However, the Company was not listed as on 31st March, 2024.
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