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made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders. Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014. However, the details of the transactions with Related Party are provided in the Company’s financial statements in accordance with the IND AS - 24.
The Policy on Related Party Transactions as approved by the Board can be accessed at the following Web-link: https://www.arvindsmartspaces.com/ wp-content/uploads/2022/06/Related-Party- Transactions-Policy.pdf
28.SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS:
There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.
29.AUDITORS:
(a) Statutory Auditor:
M/s. S R B C & Co LLP, Chartered Accountants, (ICAI Firm Registration No. 324982E / E300003) were re-appointed as Statutory Auditors of your Company at the 14th Annual General Meeting (“AGM”) held on August 12, 2022 for a period of 5 (five) consecutive years.
The Report given by M/s. S R B C & Co LLP, Chartered Accountants on the financial statements along with the notes to the financial statements of the Company for the financial year 2023-2024 is forming part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report. During the year under review, the Auditors had not reported any matter under Section 143(12) of the Companies Act, 2013 therefore no detail is required to be disclosed under Section 134(3)(ca) of the Companies Act.
(b) Cost Auditors:
On the recommendation of the Audit Committee, the Board of Directors appointed M/s Kiran J. Mehta & Co., Cost Accountants, Ahmedabad (Firm Registration No. 000025), as Cost Auditors of the Company for the FY24-25 under Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014. M/s Kiran J. Mehta & Co. have confirmed that they are free from disqualification specified under Section 141(3)
and proviso to Section 148(3) read with Section 141(4) of the Companies Act, 2013 and that their appointment meets the requirements of Section 141(3)(g) of the Companies Act, 2013. They have further confirmed their independent status and an arm’s length relationship with the Company.
The remuneration payable to the Cost Auditors is required to be ratified by the Members in a general meeting.
Accordingly, a Resolution seeking Members’ ratification for the remuneration payable to M/s Kiran J. Mehta & Co., Cost Auditors is included at Item No. 5 of the notice convening the Annual General Meeting.
(c) Secretarial Auditors:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s N. V. Kathiria & Associates, a firm of Company Secretaries in Practice to conduct the Secretarial Audit of the Company for the FY23-24. Report of the Secretarial Audit in Form MR-3 for the financial year 2023-24 is enclosed as Annexure - C. The said Report does not have any qualification, reservation or adverse remark or disclaimer.
In compliance with Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements), Regulation 2015, Secretarial Audit Report in respect of material subsidiary is also enclosed as Annexure - C1.
30.ENHANCING SHAREHOLDERS VALUE:
Your Company believes that its shareholders are among its most important stakeholders. Accordingly, your Company’s operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.
31. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS:
The Corporate Governance Report and Management Discussion & Analysis, which form part of this Report, is set out as separate Annexure, together with the Certificate from the Practicing Company Secretary regarding compliance of
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