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You can view full text of the latest Director's Report for the company.

BSE: 514448ISIN: INE577D01013INDUSTRY: Chemicals - Organic - Others

BSE   ` 1393.00   Open: 1383.00   Today's Range 1381.00
1410.00
-7.05 ( -0.51 %) Prev Close: 1400.05 52 Week Range 1181.05
1780.05
Year End :2023-03 

Directors' Report

To,

Dear Shareholders,

Your Directors have pleasure in presenting 30th ("Thirtieth") Annual Report together with the Audited Financial Statements of the
Company for the Financial Year ("FY") ended on 31st March, 2023.

FINANCIAL RESULTS:

Particulars

Year Ended on
31st March, 2023

Year Ended on
31st March, 2022

Revenue from Operations

26125.30

18195.54

Other Income

226.25

345.05

Total Revenue

26351.54

18540.59

Earnings before Interest, Tax, Depreciation & Amortization

6288.76

2721.17

Finance Cost

3.10

4.61

Depreciation

144.56

70.65

Profit Before Tax

6141.10

2645.91

Payment & Provision of Current Tax

1493.21

665.00

Deferred Tax Expenses/(Income)

3.63

4.48

Profit After Tax

4644.26

1976.42

STATE OF COMPANY'S AFFAIRS:

During the year under review, the Revenue from Operation of the
Company increased from H 18195.54 Lakhs to H 26125.30 Lakhs.
Pursuant to the increase in sale of the Company the profit of
the Company increased from H 1976.42 lakhs to H 4644.26 lakhs.

The Financial Statements as stated above are available on the
website of the Company at
https://euro7000.com/ .

CHANGE IN NATURE OF BUSINESS, IF ANY:

There has been no change in the nature of business of the
Company.

DIVIDEND:

The Board of Directors is pleased to recommend a dividend
of H 6.00/- (60.00%) per Equity Share of H 10/- each on fully
paid equity shares of the Company, subject to approval of the
shareholders at the ensuing Annual General Meeting of the
Company. The Final dividend recommended, shall be paid to
the members or before 29th September, 2023 whose name
appears in the Register of Members, as on the Record date i.e.
Friday, 15th September, 2023.

The dividend recommended is in accordance with the
Company's Dividend Distribution Policy.

The dividend distribution policy, in terms of regulation 43A of the
Listing Regulations, is available on the website of the Company
at
https://euro7000.com/ .

MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY:

Other than as stated elsewhere in this report, there were no
material changes and commitments affecting the financial
position of the Company, which occurred between the end of
the financial year to which this financial statement relates on
the date of this Integrated Annual Report.

ISSUE OF EQUITY SHARES

The Company has issued and allotted 80,00,000 Equity
Shares via Bonus Issue on 19.09.2022 to the Existing Equity
Shareholders. After that, the paid up equity share capital of the
Company increased from H 4,00,00,000/- to H 12,00,00,000/-.

ADOPTION OF NEW SET OF ARTICLES OF
ASSOCIATION

The Company has adopted new set of Articles of Association
of the Company in the 29th AGM held on 1st September, 2022.

AMOUNT TO BE TRANSFERRED TO RESERVES:

During the financial year, no amount was proposed to transfer
to the Reserves account.

DEPOSITS:

During the financial year, your Company has not accepted any
amount as Public Deposits within the meaning of provisions
of Chapter V - Acceptance of Deposits by Companies of the
Companies Act, 2013 read with the Companies (Acceptance of
Deposits) Rules, 2014.

FINANCE:

To meet the funds requirement of working / operational capital
your Company utilize the internal accruals as funds.

CREDIT RATING:

The provisions related to Credit Rating does not applicable to
the Company.

DISCLOSURE RELATING TO SUBSIDIARIES,
ASSOCIATES

Your Company does not have any holding, subsidiary, associate
or any joint venture.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS:

Details of Loans, Guarantees and Investments covered under
the provisions of Section 186 of the Companies Act, 2013 are
given in the notes to the Financial Statements.

MERGERS AND ACQUISITIONS:

There were no mergers/acquisitions during the year.

DIRECTORS AND KEY MANAGERIAL
PERSONNEL:

The composition of the Board of Directors of the Company on
31st March, 2023 is as under:

i) Directors to retire by Rotation:

In accordance with the provisions of Section 152 of the
Companies Act, 2013 and the Articles of Association of your
Company, Mrs. Jyotika Jagdishbhai Patel (DIN:07134331)
Director of the Company, retire by rotation at the ensuing
Annual General Meeting and being eligible have offered
themselves for re-appointment.

The details as required under the provisions of the
Companies Act and Listing Regulations are provided in the
Notice convening the ensuing Annual General Meeting.

ii) Appointment of Director:

Your Director has appointed Ms. Priyanka Gola
(DIN:09384530) as an additional Non-Executive
Independent Director of the Company in their Board
Meeting held on 27.07.2023. Now, in this 30th AGM, it is
proposed to appoint her as a Non-Executive Independent
Director of the Company for a period of 5 years w.e.f.
22.09.2023.

iii) Declaration by Independent Directors:

The Company has received declarations from all the
Independent Directors of the Company confirming that
they meet the criteria of independence as prescribed under
the provisions of Section 149(6) of the Companies Act, 2013
read with Schedules & Rules issued thereunder as well as
Regulation 16 of the Listing Regulations.

The Independent Directors have complied with the Code
for Independent Directors prescribed in Schedule IV to
the Act.

iv) Key Managerial Personnel (KMP):

Pursuant to Section 2 (51) and Section 203 of the
Companies Act, 2013 read with Rules framed there under,
the following executives have been designated as Key
Managerial Personnel (KMP) of the Company.

1. Mr. Utkarsh Jagdishbhai Patel - Managing Director

2. Mr. Manish Shantilal Jain - Company Secretary

3. Mr. Ashok Chinubhai Jardosh - Chief Finance Officer

There has been no change in the Key Managerial Personnel of
the Company during the financial year ended 31st March, 2023.

MEETINGS OF THE BOARD:

During the year, Eight Board meetings were convened and held
on 17.05.2022, 13.06.2022, 04.08.2022, 19.09.2022, 09.11.2022,
20.12.2022, 10.02.2023 and 24.03.2023 respectively, in respect of
which meetings proper notices were given and the proceedings
were properly recorded and signed.

DIRECTORS' RESPONSIBILITY STATEMENT:

In pursuance of Section 134(5) of the Companies Act, 2013 read
with the rules made there under, including any enactment or re¬
enactment thereon, the Directors hereby confirm that:

a) In the preparation of the Annual Accounts for the year
ended on 31st March, 2023, 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
31st March, 2023 and of the Profit of the Company for the
period ended on 31st March, 2023.

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 laid down Internal Financial Controls
('IFC') and that such Internal Financial Controls are
adequate and were operating effectively.

f) 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.

FAMILIARISATION PROGRAMME FOR
INDEPENDENT DIRECTORS:

The Company has conducted familiarisation programme for
Independent Directors during the year. The details of the same
are given in the Corporate Governance Report and also posted
on the website of the Company at
https://euro7000.com/.

BOARD PERFORMANCE EVALUATION:

Pursuant to the provisions of the Act and Regulation 17 of Listing
Regulations, the Board has carried out the annual performance
evaluation of its own performance and that of its statutory
committee's Viz., Audit Committee, Stakeholder Relationship
Committee, Nomination and Remuneration Committee and
Corporate Social Responsibility Committee , Risk Management
Committee and also of the individual Directors.

A structured questionnaire was prepared after taking into
consideration inputs received from the Directors, covering
various aspects of the Board's functioning such as adequacy of
the composition of the Board and its Committees, Board culture,
execution and performance of specific duties, obligations and
governance.

A separate exercise was carried out to evaluate the performance
of Directors on parameters such as level of engagement and
contribution, independence of judgment safeguarding the
interest of the Company and its minority shareholders etc. The
entire Board carried out the performance evaluation of the
Independent Directors and also reviewed the performance of
the Secretarial Department.

As required under the provisions of the Act and the Listing
Regulations, a separate meeting of the Independent Directors
of the Company was held on 24th March, 2023 to evaluate the
performance of the Chairman, Non- Independent Directors and
the Board as a whole and also to assess the quality, quantity
and timeliness of flow of information between the management
of the Company and the Board.

The Directors expressed their satisfaction with the evaluation
process.

REMUNERATION POLICY:

The Board has on the recommendation of the Nomination
& Remuneration Committee framed a policy for selection
and appointment of Directors, Senior Management and
their remuneration. A brief detail of the policy is given in the
Corporate Governance Report and also posted on the website
of the Company at
https://euro7000.com/ .

Non-Executive Directors are paid sitting fees for attending each
meeting of the Board and/or Committee of the Board, approved
by the Board of Directors within the overall ceilings prescribed
under the Act and Rules framed thereunder.

All the Executive Directors (i.e. Chairman/Managing Director/
Whole-time Director) are paid remuneration as mutually agreed
between the Company and the Executive Directors within the
overall limits prescribed under the Companies Act, 2013.

In determining the remuneration of the Senior Management
Employees, the Nomination and Remuneration Committee
ensures / considers the following:

• The remuneration is divided into two components viz.
fixed component comprising salaries, perquisites and
retirement benefits and a variable component comprising
performance bonus;

• The remuneration including annual increment and
performance bonus is decided based on the criticality of
the roles and responsibilities, the Company's performance
vis-a-vis the annual budget achievement, individual's
performance vis-a-vis Key Result Areas (KRAs) / Key
performance Indicators (KPIs), industry benchmark and
current compensation trends in the market.

COMMITTEES:

The composition of committees constituted by Board along
with changes, if any, forms part of the Corporate Governance
Report, which forms part of this Annual report.

I. Audit Committee:

The Company has constituted an Audit Committee in terms
of the requirements of the Act and Regulation 18 of the
Listing Regulations. The details of the same are disclosed
in the Corporate Governance Report.

II. Stakeholders Relationship Committee:

The Company has constituted a Stakeholders Relationship
Committee in terms of the requirements of the Act and
Regulation 20 of the Listing Regulations. The details of the
same are disclosed in the Corporate Governance Report.

III. Nomination and Remuneration Committee:

The Company has constituted a Nomination and
Remuneration Committee in terms of the requirements
of the Act and Regulation 19 of the Listing Regulations.
The details of the same are disclosed in the Corporate
Governance Report.

IV. Risk Management Committee:

The Company has constituted a Risk Management
Committee in terms of the requirements of Regulation
21 of the Listing Regulations. The details of the same are
disclosed in the Corporate Governance Report.

V. Corporate Social Responsibility Committee:

As per the provision of Section 135 read with Schedule VII
of the Companies Act, 2013 and the Companies (Corporate
Social Responsibility Policy) Rules 2014, the Company
has constituted Corporate Social Responsibility (CSR)
Committee and formulated Corporate Social Responsibility
Policy (CSR Policy). The composition of CSR Committee is
given in the Corporate Governance Report.

The Company has identified projects in accordance with
Schedule VII of the Companies Act, 2013, such as eradication

of poverty, women empowerment, education, health care and
such other projects. The Annual Report on CSR activities for the
FY 2022-23 is annexed to this report as '
Annexure - A'

AUDITORS AND AUDITORS' REPORT:

Statutory Auditors:

M/s. Suresh R. Shah and Associates, Chartered Accountants,
Ahmedabad (Firm Regn. No. 110691W) were re-appointed as
Statutory Auditors for the Second Term to hold office till the
conclusion of 29th AGM to be held in 2023. Now, the term of the
auditor will be expired.

Therefore, your Directors have proposed to appoint M/s. R Kabra
& Co. LLP, (ICAI Firm Registration No. 104502W/W100721)
were appointed as the Statutory Auditors of the Company for
a First term of five years from the conclusion of 30th Annual
General Meeting held in 2023 to the conclusion of 35th Annual
General Meeting of the Company to be held in 2028, subject
to ratification of their appointment by the Members at every
intervening Annual General Meeting.

M/s. R Kabra & Co. LLP have confirmed their eligibility
and qualification required under Section 139, 141 and other
applicable provisions of the Companies Act, 2013 and rules
made thereunder (including any statutory modification(s) or re¬
enactments) thereof for the time being in force).

The Notes to the Financial Statements referred in the Auditors'
Report are self-explanatory.

There are no qualifications or reservations, or adverse remarks
made by Statutory Auditors of the Company and therefore do
not call for any comments under Section 134 of the Act. The
Auditors' Report is attached with the Financial Statements in
this Annual Report.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies
Act, 2013 read with Rule 9 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules 2014, your
Company had engaged the services of M/s Meenu Maheshwari
& Associates, a firm of Company Secretaries in Practice to
undertake the Secretarial Audit of the Company for the financial
year ended 31st March, 2023. The Secretarial Audit Report in
Form No. MR - 3 for the financial year ended 31st March, 2023 is
annexed to this report as '
Annexure - B!

The Secretarial Auditor has made an observation and Board
of Directors of your Company has already Complied on the
respective Observations.

Internal Auditor:

M/s. VMAN and Associates Chartered Accountants was
appointed as its Internal Auditors for Financial Year 2022-2023
to carry out the periodic audit as per the Scope Work.

Frauds Reported by Auditors

During the year under review, no instance of fraud in the
Company was reported by the Auditors.

INTERNAL FINANCIAL CONTROL SYSTEM AND
THEIR ADEQUACY:

The Company has in its place adequate Internal Financial
Controls with reference to Financial Statements. During the
year, such controls were tested and no reportable material
weakness in the design or operation of Internal Finance Control
System was observed.

For all amendments to Accounting Standards and the new
standards notified, the Company carries out a detailed analysis
and presents the impact on accounting policies, financial
results including revised disclosures to the Audit Committee.
The approach and changes in policies are also validated by the
Statutory Auditors.

Further, the Audit Committee periodically reviewed the Internal
Audit Reports submitted by the Internal Auditors. Internal Audit
observations and corrective action taken by the Management
were presented to the Audit Committee. The status of
implementation of the recommendations were reviewed by the
Audit Committee on a regular basis and concerns if any were
reported to the Board.

As per the relevant provisions of the Companies Act, 2013, the
Statutory Auditors have expressed their views on the adequacy
of Internal Financial Control in their Audit Report.

RELATED PARTY TRANSACTIONS (RPT):

All Related Party Transactions entered during the financial year
were on an Arm's Length Basis and were in the ordinary course
of business. The Company has not entered in to materially
related party transactions i.e., exceeding 10% or more of the
turnover of the Company with related parties, which may have
a potential conflict with the interest of the Company at large.
Hence, no transactions are required to be reported in Form
AOC-2.

During the year, all Related Party Transactions were placed
before the Audit Committee and the Board for approval. The
Company, whenever required, has obtained approval of the
Shareholders of the Company before entering into Materially
Related Party Transactions.

As required under Regulation 23 of the Listing Regulations, the
Company has framed a Policy on Materiality of Related Party
Transactions and on dealing with Related Party Transactions
which is available on the website of the Company at
https://
euro7000.com.

VIGIL MECHANISM / WHISTLE BLOWER
POLICY:

The Company has formulated a Vigil Mechanism-cum-Whistle
Blower Policy ("Policy") as per the requirements of Section 177
of the Companies Act, 2013 and Regulation 22 of the LODR
requirements. The Policy is applicable to all Directors and
Employees of the Company. The Policy is to deal with instance
of unethical behaviour, actual or suspected fraud or violation of
Company's code of conduct, if any. The said Policy is available
on the website of the Company at
https://euro7000.com.

PREVENTION OF SEXUAL HARASSMENT AT
WORKPLACE:

As per the requirement of the provisions of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition & Redressal)
Act, 2013 read with rules made thereunder, your Company has
constituted Internal Complaint Committee (ICC) as per requirement
of the Act which is responsible for redressal of complaints relating
to sexual harassment against woman at workplace. The Sexual
Harassment of Women Policy formed is available on the website of
the Company at
https://euro7000.com.

During the year, no complaint was lodged with the ICC nor any
such instance was reported and the management was happy to
take the same on record.

PARTICULARS OF EMPLOYEES:

Details of remuneration of Directors, KMPs and employees
as per Section 197 of the Companies Act, 2013 read with Rule
5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, are annexed to this report as
'
Annexure - C! However, as per the provisions of Section 136 of
the Companies Act, 2013, the Annual Report is being sent to the
Members and others entitled thereto, excluding the information
on employees' remuneration particulars as required under Rule
5 (2) & (3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014. The disclosure is available
for inspection by the Members at the Registered Office of your
Company during business hours on all working days (except
Saturday) of the Company up to the date of the ensuing AGM.
Any Member interested in obtaining a copy thereof, may write
to the Company Secretary of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:

The information pertaining to Conservation of Energy,
Technology Absorption, Foreign Exchange Earnings and Outgo
as required under Section 134(3)(m) of the Companies Act, 2013
read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is
annexed to this report as '
Annexure - D!

SIGNIFICANT OR MATERIAL ORDERS PASSED
BY THE AUTHORITY:

No significant or material orders were passed by the Regulators
or Courts or Tribunals which impact the going concern status of
the Company and its future operations.

CORPORATE GOVERNANCE:

The Report on Corporate Governance for FY2023, as per
Regulation 34(3) read with Schedule V of the Listing Regulations
along with the Certificate from Practicing Company Secretary
confirming the compliance with the conditions of Corporate
Governance forms part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

As per Clause 34(2)(e) of the Listing Regulations, a detailed
report on the Management Discussion and Analysis forms part
of this Annual Report.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the
Companies Act, the Annual Return as on 31st March, 2023 of
the Company is available on Company's website and can be
accessed, at
https://euro7000.com.

BUSINESS RESPONSIBILITY ANDSUSTAINABILITY REPORT:

As per Regulation 34 of the Listing Regulations, the Business
Responsibility and Sustainability Report does not applicable to
the Company.

INSURANCE:

The Company's Plant, Property, Equipment and Stocks are
adequately insured under the Industrial All Risk (IAR) Policy.
The Company has insurance coverage for Product Liability
and Public Liability Policy and Commercial General Liability
(CGL). It also maintains various other types of insurance, such
as Erection All Risk for its major capital expenditures projects,
Directors' and Officers' liability, Transit cover, Charterers' liability
cover, Marine policy and Employee Benefit Insurance policies.
The Company covers the properties on full sum insured basis
on replacement value. The scope of coverage, insurance
premiums, policy limits and deductibles are in line with the size
of the Company and its nature of business.

ENVIRONMENT:

As a responsible corporate citizen and as an adhesives
manufacturer environmental safety has been one of the key
concerns of the Company. It is the constant endeavor of the
Company to strive for compliant of stipulated pollution control
norms.

INDUSTRIAL RELATIONS:

The relationship with the workmen and staff remained cordial
and harmonious during the year and management received full
cooperation from employees.

DETAILS OF NODAL OFFICER

In accordance with Rule 7(2A) of Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016, the detail of Nodal Officer of the Company,
for the purpose of coordination with Investor Education and
Protection Fund (IEPF) Authority is as under:

Name: Mr. Utkarsh Patel

Designation: Managing Director

Postal Address: 1104 -1112, Elite, Nr. Shapath Hexa, Nr. Sola

Over Bridge, S.G. Highway, Ahmedabad
380 060

Telephone No.: 91 079 29700574

E-mail ID: info@euro7000.com

The Company has also displayed the above details of Nodal
Officer at its Website at
https://euro7000.com.

OTHER DISCLOSURES AND INFORMATION:

(A) Secretarial Standards:

During the year under review, the Company is in Compliance
with the Secretarial Standards issued by the Institute of
Company Secretaries of India (ICSI) on Meetings of the
Board of Directors (SS-1) and General Meetings (SS-2).

The Company has complied with the applicable Secretarial
Standards issued by the Institute of Company Secretaries
of India and approved by the Central Government under
Section 118(10) of the Act.

(B) Annual Listing Fee:

The Company has paid listing fees to BSE Limited.

(C) No One Time Settlement:

There was no instance of one-time settlement with any
Bank or Financial Institution.

ACKNOWLEDGMENT:

Your Directors thank the various Central and State Government
Departments, Organizations and Agencies for the continued
help and co-operation extended by them. The Directors also
gratefully acknowledge all stakeholders of the Company viz.
Customers, Members, Dealers, Vendors, Banks and other
business partners for the excellent support received from
them during the year. The Directors place on record unstinted
commitment and continued contribution of the Employee to the
Company.

For and on behalf of the Board
Jagdish Patel

Date: 27072023 Chairman and Whole Time Director

Place: Ahmedabad (DIN: 00304924)