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To,
The Members of
CRAZY SNACKS LIMITED
(Formally Known as Crazy Snacks Private Limited)
Your Directors have pleasure in presenting their Annual Report on the
Business and Operations of the Company together with the Audited Financial Statements for
the financial year ended on 31st March, 2024.
FINANCIAL STATEMENT:
The Company's performance on standalone and consolidated basis
during the financial year ended 31st March, 2024 as compared to the previous
financial year is summarized as below:
|
Standalone |
Consolidated |
| PARTICULARS |
As at 31st March 2024 (Amount in Rs.) |
As at 31st March 2023 (Amount in Rs.) |
As at 31st March 2024 (Amount in Rs.) |
As at 31st March 2023 (Amount in Rs.) |
| Revenue from Operations |
88,22,40,262 |
68,82,13,447 |
1,27,59,31,734 |
88,69,17,423 |
| Other Income |
1,44,02,033 |
53,292 |
1,48,22,043 |
4,26,224 |
| Total Revenue |
89,66,42,295 |
68,82,66,739 |
1,29,07,53,777 |
88,73,43,647 |
| Total Expenses |
82,44,00,969 |
64,89,06,658 |
1,22,17,58,513 |
84,63,28,387 |
| Profit before Tax |
7,22,41,326.11 |
3,93,60,081 |
6,89,95,263 |
4,10,15,260 |
| Tax Expenses: |
|
|
|
|
| Current Tax: |
1,76,90,290 |
1,02,63,210 |
1,82,42,809 |
1,04,41,100 |
| Deferred Tax: |
(27,34,970) |
- |
(60,69,116) |
14,30,808 |
| Tax for earlier years |
- |
1,60,302 |
|
1,60,302 |
| Prior Period Items |
- |
- |
24,64,878 |
33,092 |
| Minority Interest |
- |
- |
3,752.51 |
47,744 |
| Net Profit after Tax |
5,48,21,128 |
2,89,36,569 |
5,43,52,939 |
2,89,68,398 |
FINANCIAL HIGHLIGHTS AND STATEOF COMPANY'S
AFFAIRS:
On Standalone Basis:
During the year ended 31st March 2024, your Company reported Revenue
from Operations for the financial year 2023-24 was at Rs. 88,22,40,262/- which is higher
than the previous year Revenue from Operations Rs. 68,82,13,447/-, represents an increase
of 28.20% compared to the previous financial year.
The Company's profit after tax has increased to Rs. 5,48,21,128
from Rs. 2,89,36,569, at a growth of 89.45% as compared to the previous financial year.
On Consolidated Basis:
During the year ended 31st March 2024, your Company reported
consolidated Revenue from Operations for the financial year 2023-24 was at Rs.
1,27,59,31,734/- which is higher than the previous year Revenue from Operations Rs.
88,69,17,423/-, represents an increase of 43.86% compared to the previous financial year.
Profit after Tax for the financial year 2023-24 stood at Rs.5,43,52,939
as compared to the previous financial year Rs.2,89,68,398/-.
DIVIDEND:
During the year under review, In order to conserve resources and future
expansion, your Directors have not recommended any Dividend on Equity Shares of the
Company.
TRANSFER TO RESERVES:
During the year under review, your Directors has decided to retain the
entire amount of profit for financial year 2023-24 in the statement of profit and loss and
do not proposed to transfer any amount to Reserve
CONVERSION OF COMPANY FROM PRIVATE LIMITED TO
PUBLIC LIMITED:
During the year under review, after closing of the financial year, The
Board decided conversion of the Company from Private Limited' to Public
Limited' in their meeting held on 17th April, 2024 and pursuant to special
resolutions passed by the Members of the Company at their Extraordinary general Meeting
held on 19th April, 2024 approved to convert the Company from "Private
Limited" to "Public Limited".
Pursuant to the same, an application was made to the Office of the
Registrar of Companies ("ROC"), Kanpur for issue of a fresh Certificate of
Incorporation for change of name of the Company. The ROC, on 10th July, 2024
issued "Certificate of Incorporation Consequent upon conversion to public
company" and approved the change in name of the Company from "Private
Limited" to "Public Limited".
In view of the same, the name of the Company stood change to
"Crazy Snacks Limited" w.e.f. 10th July, 2024 with New a Corporate Identity
Number: U51224UP1995PLC019164.
SHARE CAPITAL:
a) Authorized Capital
During the year under review, vide Ordinary Resolution passed by the
Members at their Extra Ordinary General Meeting held on December 12 2023, the authorized
share capital of the Company has been increased from Rs. 3,00,00,000 divided into
30,00,000 equity shares of Rs. 10/- each to Rs.
20.00. 00.000 divided in to 2,00,00,000/- equity shares of Rs. 10/-
each by creation of additional
1.70.00. 000 equity shares of Rs. 10/- each ranking pari passu in all
respect with the existing Equity Shares of the Company.
The Authorized share Capital of the Company, as at closure of financial
year 2023-24, was Rs.
20.00. 00.000 divided in to 2,00,00,000/- equity shares of Rs. 10/-
each.
Subsequent to the closure of the financial year, vide Ordinary
Resolution passed by the Members at their Extra Ordinary General Meeting held on April 29
2024, the Authorized equity share capital of your Company is increased from Rs.
20,00,00,000 divided in to 2,00,00,000/- equity shares of Rs. 10/- each to Rs.
25,00,00,000 divided in to 2,50,00,000/- equity shares of Rs. 10/- each.
b) Issued, Subscribed & Paid-Up Capital:
The issued, Subscribed and Paid up Share Capital of the Company as at
March 31, 2024 was Rs. 1,70,84,600.00 divided in to 17,08,460 equity share of Rs. 10/-
each.
Subsequent to the closure of the financial year, till the date of this
report, vide Special Resolution passed by the Members at their Extra Ordinary General
Meeting held on April 29 2024 and pursuant to the Board resolution dated April 27, 2024,
the Company has further allotted total 16230370 Bonus Equity Shares of Rs. 10.00 each to
the existing equity shares holders of the Company, in the proportion of 19 (Nineteen)
equity shares for every 2 (Two) equity share held by the Members as on April 17, 2024.
There were no rights Issue, or preferential issue etc., during the
year. The Company has not issued any shares with differential voting rights, sweat equity
shares or has it granted any stock options during the year under review.
AUDITORS & AUDIT REPORT:
Statutory Auditors:
The Board of Directors at their meeting held on April 17, 2024 and
Shareholders at the extra-ordinary general meeting held on April 19, 2024 had appointed
M/s. HCO & Co., Chartered Accountants, having Firm Registration No. 001087C, as
Statutory Auditors of the Company for the Financial Year 2023-24 due to the casual vacancy
caused due to resignation of M/s. Manish Ratnesh & Associates, Chartered Accountant
(FRN No: 0015734C), who shall hold office upto the conclusion of ensuing AGM of the
Company.
As a term of M/s. HCO & Co., Chartered Accountants, Firm
Registration No. 001087C, will expire at the ensuing Annual General Meeting, the Board of
Directors of the Company in their meeting held on 4 September, 2024 have considered and
recommended to the shareholders for the appointment of M/s. HCO & Co.,Chartered
Accountant, as statutory auditors of the Company, from the conclusion of ensuing AGM till
the conclusion of the AGM of the Company to be held for the financial year 2028-29
A resolution seeking the appointment of M/s. HCO & Co., Chartered
Accountants, Firm Registration No. 001087C as Statutory Auditors of the Company forms part
of the Notice of ensuing AGM and the same is recommended for Member's approval.
Pursuant to Section 141 of the Act, the appointing Auditors have
represented that they are not disqualified and are eligible to act as the Statutory
Auditors of the Company
AUDITORS' REPORT AND COMMENTS OF BOARD S IF ANY:
The Report given by the Statutory Auditors on the financial statement
of the Company is part of this Annual Report. The Auditor Report does not contain any
qualification, reservation, adverse remark or disclaimer
REPORTING OF FRAUD:
The Auditors of the Company have not reported any fraud as specified
under the second proviso of Section 143(12) of the Companies Act, 2013.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):
A. COMPOSITION OF BOARD OF DIRECTOR
During the Financial year ended 3 1st March 2024, the Board of
Directors of your Company comprise with following Directors:
| Name of the person |
Director Identification Number (DIN) |
Designation |
| UPMA AGARWAL |
00859037 |
Director |
| NAVIN KUMAR AGARWAL |
06957945 |
Managing Director |
| SWEDIT GARG |
08588697 |
Director |
During the financial year and subsequent to the closure of the
financial year, till the date of this report, following of changes has been made in the
directorship of the Company:
(a) Mr. Sachin Agrawal, resigned as Director of the Company with effect
from July 1, 2023. The Board of Directors places on record its sincere appreciation for
the valuable contributions rendered by Mr. Sachin Agrawal during his tenure as Directors
of the Company.
(b) Mr. Swedit Garg was appointed as Addional director by the Board of
Directors at its meeting held on 12th January 2024 and further, in terms of the provisions
of Section 152 of the Companies Act, 2013, the Shareholders of the Company at the
Extra-ordinary General meeting held on August 24 2024, has also approved the appointment
of Mr. Swedit Garg, as director of the Company.
(c) Ms. Upma Agarwal was appointed as Addional director by the Board of
Directors at its meeting held on 30th June 2023 and Further, in terms of the
provisions of Section 152 of the Companies Act, 2013, the Shareholders of the Company at
the Annual General meeting held on September 30 2023, had also approved the appointment of
Ms. Upma Agarwal, as director of the Company.
(d) Mr. Navin Kumar Agarwal was re-appointed as Managing Director of
the Company for further period of Five year commencing from 11th June 2024 to 10 June
2029.
(e) The designation of Mr. Upma Agarwal has been changed from Executive
Directors to Non- Executive Directors by the Board of Directors at its meeting held on
April 17, 2024.
Subsequent to the closure of the financial year, till the date of this
report, in the view of the Company proposal to undertake an initial public offer of its
equity shares of face value of Rs. 10/- each comprise an offer of sale and to comply with
the applicable provisions of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations"), and the relevant act, The following
Directors has been appointed as Directors and KMP of the Company:
1. Mr. Avanindra Kumar Sinha (DIN: 10217436) was appointed as Addional
director (Non-Executive Independent) by the Board of Directors at its meeting held on
April 27, 2024 for a period of (5) five consecutive years commencing 1st May, 2024 not
liable to retire by rotation.
2. Ms. Roopali Mittal (DIN: 02045584) was appointed as Addional
director (Non-Executive Independent) by the Board of Directors at its meeting held on
April 27, 2024 for a period of (5) five consecutive years commencing 1st May, 2024 not
liable to retire by rotation.
3. Ms. Vandana Gupta (DIN: 00013488) was appointed as Addional director
(Non-Executive Independent) by the Board of Directors at its meeting held on August 23,
2024 for a period of (5) five consecutive years commencing August 23, 2024 not liable to
retire by rotation.
4. Mr. Rohit Shrivastava (ICSI Memb. No. A67915) was appointed as
Company Secretary and Compliance Officer of the Company by the Board of Directors at its
meeting held on April 27, 2024 to comply with the applicable provisions of SEBI Listing
Regulations.
5. Mr. Swedit Garg was appointed as Chief Executive Officer (CEO) of
the Company by the Board of Directors at its meeting held on June 10, 2024 to comply with
the applicable provisions of SEBI Listing Regulations.
6. Mr. Vinit Kumar Gupta was appointed as Chief Financial Officer (CFO)
of the Company by the Board of Directors at its meeting held on June 10, 2024 to comply
with the applicable provisions of SEBI Listing Regulations.
B. BOARD COMMITTEES:
As required under the above relevant rules and regulation, subsequent
to the closure of the financial year, till the date of this report, the following
committees are constituted by the Board of Directors at their meeting held on August 23
2024 and approved the terms of the respective committees:
a) Audit Committee:
| Name of Director |
Position on the Committee |
Designation |
| Ms. Roopali Mittal |
Member & Chairperson |
Independent Director |
| Mr. Vandana Gupta |
Member |
Independent Director |
| Mr. Navin K Agarwal |
Member |
Executive Director |
b) Nomination and Remuneration Committee:
| Name of Director |
Position on the Committee |
Designation |
| Ms. Roopali Mittal |
Member & Chairperson |
Independent Director |
| Ms. Vandana Gupta |
Member |
Independent Director |
| Ms. Upma Agarwal |
Member |
Non-Executive Director |
c) Stakeholders Relationship Committee:
| Name of Director |
Position on the Committee |
Designation |
| Ms. Upma Agarwal |
Member & Chairperson |
Non-Executive Director |
| Mr. Navin K Agarwal |
Member |
Executive Director |
| Mr. Vandana Gupta |
Member |
Independent Director |
C. DECLARATION BY INDEPENDENT DIRECTORS:
During the financial year ended 31st March, 2024, under
review the Company being a private limited company, hence the provisions relating to
Declaration of Independent Director in terms of Section 149 (7) of the Companies Act, 2013
and rules made thereunder are not applicable to the Company.
D. DIRECTORS. RETIRING BY ROTATION:
Pursuant to the provisions of Section 152(6) of the Act read with the
rules made thereunder and as per the Articles of Association of the Company, Ms. Upma
Agarwal (DIN: 00859037) liable to retire by rotation in ensuing Annual General Meeting and
being eligible he has offered herself for re-appointment as Non-Executive-Non-Independent
Director of the Company. The Board recommends her reappointment for your approval.
A brief disclosure of the Ms. Upma Agarwal being re-appointed, such
names of companies in which they hold directorships, committee memberships/ chairmanships,
their shareholding in the Company, etc., have been furnished in the explanatory statement
to the notice of the ensuing Annual General Meeting of the Company
MEETINGS OF BOARD OF DIRECTORS DURING THE
FINANCIAL YEAR 2023-24:
During the financial year ended 31st March 2024, the Board of Directors
duly met Fifteen (15) times and the meetings were held May 20 2023, June 28 2023, June 30
2023, July 01 2023, July 10 2023, July 15 2023, August 15 2023, September 02 2023,
September 08 2023, September 12, 2023, September 14, 2023, October 03 2023, November 20
2023, December 22, 2023 and January 12, 2024. The maximum interval between any two
meetings did not exceed 120 days, as prescribed in the Act.
INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY WITH
RESPECT TO THF FINANCIALSTATEMENT:
The Company has in place adequate internal financial control with
reference to the financial statement. During the year under review, such controls were
tested and no reportable material weaknesses in the design and operation were observed.
There exists adequate internal control procedures commensurate with the size of operations
of the Company.
DIRECTOR'S RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the following
statements in terms of Section 134(3)(c) of the Companies Act, 2013 that:
a) in the preparation of the annual accounts for the financial year
ended on 31st March, 2024, the applicable accounting standards had been followed along
with proper explanation relating to material departures;
b) the directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the company at the 31 st March, 2024
and of the profit of the company for the year ended on that date;
c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the company and for preventing and
detecting fraud and other irregularities;
d) the directors had prepared the annual accounts on a going concern
basis;
e) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITHRELATEDPARTIES:
All the transactions/contracts/arrangements of the nature as specified
in Section 188(1) of the Companies Act, 2013 entered by the Company during the year under
review with related party (ies) are in the ordinary course of business and on arms'
length basis. The Particular related party transaction referred to under section 188(1) of
the Companies Act,2013 are given in the prescribed Form AOC-2 as Annexure-I and the same
form parts of this Report.
CORPORATE SOCIAL RESPONSIBILITY:-
Since the Company did not reach the threshold limit of net worth or
turnover or net profit during the immediate preceding financial year as stated in Section
135 (1) of the Companies Act, 2013, therefore, the Company was not required to constitute
a Corporate Social Responsibility Committee. Hence, the provisions with regard CSR
Committee, CSR policy and CSR spent/initiatives were not applicable to the Company for the
financial year ended 2024.
RISK MANAGEMENT POLICY:
The Company has in place a process to inform the Board about the risk
assessment and minimisation procedures. It has an appropriate risk management system in
place for identification and assessment of risks, measures to mitigate them, and
mechanisms for their proper and timely monitoring and reporting.
EXTRACT OF ANNUAL RETURN:
Pursuant to provision of Sections 92 and 134(3)(a) of the Companies
Act, 2013 (as amended), read with Rule 12(1) of the Companies (Management and
Administration) Rules, 2014, a copy of Annual Return in prescribed Form No. MGT-7 will be
placed on Company's website on https://crazy.org.in/.
MAINTENANCE OF COST RECORD:
As per the requirements of section 148 of the Companies Act, 2013 read
with the Rules, the Company is required to maintain the cost records and accordingly, such
accounts and records have been maintained in respect of the applicable products for the
year ended March 31, 2024.
DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL1 ACT. 2013:
The Company has zero tolerance towards sexual harassment at workplace
and during the year under review. During the financial year 2024, the Company has not
received any complaints on sexual harassment.
PATICULARS OF LOANS GIVEN. INVESTMENT MADE.
GUARANTEES GIVENAND SECURITY PROVIDED:
The Particulars of loan given, investment made, guarantee given and
security provided, if any, is provided in the financial statement of the Company.
SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE
COMPANIES:
Your Company has one wholly owned subsidiary company namely Crazyfun
Foods Private Limited and one subsidiary company namely Crazy Bakery Udyog Private
Limited.
In terms of provision to sub section (3) of Section 129 of the Act, the
salient features of the financial statements of the Subsidiary is set out in the
prescribed Form AOC-1 which forms a part of the Annual Report in Annexure-II.
PARTICULARS OF CONSERVATION OF ENERGY. TECHNOLOGY
ABSORPTION ANDFOREIGN EXCHANGE EARNINGS AND OUT GO;
Information required to be given pursuant to section 134(3)(m) of the
Companies Act,2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 and forming
part of the Director's report for the year ended 31st March, 2024 are given below:
A. Conservation of Energy:
a) The steps taken or impact on conservation of energy:
The Company lays great emphasis on savings in the cost of energy
consumption. Therefore, achieving reduction in per unit consumption of energy is an
ongoing exercise in the company. The Company ensures optimal use of energy with minimum
extent of wastage as far as possible. The day-to-day consumption is monitored in an effort
to save energy.
iit The steps taken bv the Company for utilizing alternate source of
energy:
The Company is exploring an alternate source of energy for internal
generation of power for captive consumption.
iii) The capital investment on energy conservation equipment:
The Company has not made any capital investment on energy conservation
equipment.
B. Technology Absorption
The Company is always in pursuit of finding the ways and means to
improve the quality and reduce the cost of its products. The company has not imported any
technology during the year nor has separate independent research and development activity
and hence as such no material amount of expenditure was incurred on technology and
research and development activity.
C. Foreign Exchange Earnings and Outgo.
There was no earning in any foreign currency in the course of
transactions during the year 2023-24.
MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD
REPORT AND END OF FINANCIAL YEAR:
There are no material changes and commitments affecting the financial
position of the Company between the end of the financial year of the Company to which the
financial Statement relate and the date of this Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS:
During the year under review there has been no such significant and
material orders passed by the regulators or courts or tribunals impacting the going
concern status and company's operations in future.
PARTICULARS OF EMPLOYEE:
The Requirement as prescribed under the Rule 5(2) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Section 197
of the Act, not applicable to the Company.
CHANGE IN THE NATURE OF BUSINESS:
During the financial year under review, there was no change in the
nature of the business carried out by the Company. The Company carried out the same
business as mentioned in the Memorandum of Association of the Company.
DEPOSITS:
During financial year 2023-24 under review, the Company has not
accepted any deposits within the meaning of Sections 73 to 76 of the Companies Act, 2013
Act and the Companies (Acceptance of Deposits) Rules, 2014. Further as per the provisions
of rule 2(viii) of the Companies (Acceptance of Deposits) Rules, 2014, the details of
loans taken from the directors are provided in the relevant notes of financial statement
of the Company.
SECRETARIAL STANDARDS:
The Company has complied with the applicable Secretarial Standards,
i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors' and
General Meetings', respectively.
DETAILS OF PROCEEDINGS PENDING OR APPLICATION MADE
UNDER INSOLVENCY AND BANKRUPTCY CODE. 2016:
The Company has neither filed any application nor any proceeding
pending against the Company under the Insolvency and Bankruptcy Code, 2016, during
financial year 2023-24.
DETAILS OF DIFFERENCE BETWEEN VALUATION DONE AT THE TIME OF TAKING LOAN
FROM BANK AND AT THE TTME OF ONE TIME SETTLEMENT ALONGWITH REASONS:
The Company has not made any one-time settlement, therefore, the same
is not applicable. ACKNOWLEDGEMENT:
Your Directors express and place on record their gratitude for the
faith reposed in, and cooperation extended to, and interest shown in the operations of the
Company by the Financial Institutions, Banks, Government Authorities, Customers, Business
Associates and Shareholders. Your Directors also wish to place on record their sincere
appreciation of the employees at all levels for their hard work, dedication and commitment
throughout the year.
|
By order of the Board |
|
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For Crazy Snacks Limited |
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Sd/- |
Sd/- |
|
NAVIN KUMAR AGARWAL |
UPMA AGARWAL |
| Date: 04/09/2024 |
Managing Director |
Director |
|
DIN: 06957945 |
DIN: 00859037 |
| Place: New Delhi |
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