Your directors are pleased to present the 08th Annual Report along with the Audited Financial Statements of your
Company for the financial year ended March 31, 2025 (“FY 2024-25/ FY 2025”).
The Company’s financial performance for the year ended on March 31, 2025 is summarized below:
Financial Results:
During the financial year 2024-25, the Company
recorded a total revenue from operations of ? 10.617.70
lakhs, reflecting a growth of 14.86% compared to
?9.243,69 lakhs in the previous financial year.
The Profit Before Tax (PBT) for the year stood at
?402.74 lakhs, a significant increase from ?153.10
lakhs reported in FY 2023-24. Correspondingly, the
Net Profit after tax amounted to ?312.68 lakhs,
compared to ? 104.87 lakhs in the previous year.
The growth in revenue was driven by increase in sales
volume. While this led to higher consumption of raw
material and higher operational expenses, it led to better
profitability led by operating leverage.
Dividend:
In order to conserve resources and strengthen the
financial position of the Company for future growth
opportunities, the Board of Directors has not
recommended any dividend for the financial year 2024-
25.
Pursuant to the provisions of Sections 124 and 125 of
the Act, there is no amount of Dividend remaining
unclaimed / unpaid for a period of 7 (seven) years
and/or unclaimed Equity Shares which are required to
be transferred to the Investor Education and Protection
Fund (IEPF).
Transfer To Reserves:
During the year under review, the Company has not
transferred any amount to specific reserves. The entire
net profit for the financial year 2024-25 has been
retained and carried forward under Reserves and
Surplus, as reflected in the Balance Sheet.
|
Particulars
|
Year Ended
31.03.2025
|
Year Ended
31.03.2024
|
|
Revenue From Operations
|
10617.70
|
9243.69
|
|
Other Income
|
46.01
|
130.08
|
|
Total Income
|
10663.71
|
9373.77
|
|
Earnings Before Interest, Taxes, Depreciation and Amortization
Expense
|
1253.48
|
917.77
|
|
Finance Cost
|
(371.72)
|
(321.64)
|
|
Depreciation and Amortization Expense
|
(479.02)
|
(443.03)
|
|
Profit Before Tax
|
402.74
|
153.10
|
|
Extraordinary items
|
-
|
-
|
|
Tax Expense:
|
90.06
|
48.23
|
|
i. Current Tax Expense
|
67.23
|
25.56
|
|
ii. Deferred Tax Expenses
|
60.28
|
53.25
|
|
iii. MAT
|
(41.37)
|
(25.56)
|
|
iv. Current tax expense relating to prior years
|
3.92
|
(5.02)
|
|
Profit After Tax
|
312.68
|
104.87
|
During the year under review, there was no change in
the nature of business of the Company. The Company
continues to operate in line with its main object and
remains engaged in the same line of business.
During the year under review, there was no change in
the registered office of the Company.
The Registered Office of the Company is located at:
Khewat Khatoni No. 45/45, Khasra No. 942/855/1,
Village Kalyanpur, Tehsil Baddi, District Solan,
Himachal Pradesh. India - 173205.
The Corporate Office of the Company is situated at:
Village Bagwali, Khasra No. 40/14-15-16-17/1, Block -
Raipur Rani, NH - 73, Panchkula, Haryana, India -
134202.
During the year under review, no changes were carried out in the authorized share capital of the Company. However,
there was a change in the Paid-Up Equity Share Capital, as detailed below.
Authorized Share Capital
As on March 31, 2025, the Authorized Share Capital of the Company stands at ? 10.50.00.000 (Rupees Ten Crores Fifty
Lakhs only), divided into 1,05,00,000 (One Crore Five Lakhs) equity shares of ?I0/- (Rupees Ten only) each.
Issued, Subscribed & Paid-Up Share Capital
As on March 31, 2025, the Issued, Subscribed, and Paid-Up Share Capital of the Company is ?7.49.10.000 (Rupees
Seven Crore Forty-Nine Lakhs Ten Thousand only), comprising 74,91,000 (Seventy-Four Lakhs Ninety-One Thousand)
equity shares of T10/- each.
During the financial year under review, the Company received a written notice from Mr. Amit Kaushik for the
conversion of 1,50,000 warrants into equity shares, out of the 3,50,000 warrants allotted to him earlier. Against this, the
Company received 75% of the issue price (L394.50 per warrant, being 75% of ?526 per warrant), amounting to
^5,91,75,000 on February 10, 2025,
Accordingly, the Board of Directors, at its meeting held on February 10, 2025, approved the allotment of 1,50,000 equity
shares of ?10 each upon conversion of the corresponding number of warrants. The details of the allotment are as follows:
|
Sr. No
|
Name of
Allottees
|
No of
warrants
held prior
to
conversion
|
No. of
warrants
applied for
conversion
|
No of
equity
shares
allotted
pursuant to
conversion
|
Amount
received
being 75%
of the issue
price per
warrant
|
No of
warrants
forfeited
|
No of
warrants
pending for
conversion
|
|
1.
|
Amit
Kaushik
|
3,50,000
|
1,50,000
|
1,50,000
|
5,91,75,000
|
2,00,000
|
Nil
|
Following the allotment, Mr. Kaushik voluntarily waived his right to convert the remaining 2,00,000 warrants, which
were consequently cancelled/lapsed. In line with the tenns of the warrant issue and in accordance with the provisions of
the SEBI (ICDR) Regulations, 2018, the Company forfeited ?2.63.00.000. representing the 25% upfront amount received
against those warrants.
Post this allotment, the paid-up equity Share Capital of the Company increased from ?7.34.10.000 (Rupees Seven Crore
Thirty-Four Lakh Ten Thousand only) to ?7.49.10.000 (Rupees Seven Crore Forty -Nine Lakh Ten Thousand only).
The Company raised ?5.91.75.000 tlnough the conversion of 1,50,000 warrants convertible into equity shares under a
Preferential Issue approved by board of directors in their board meeting held on February 10, 2025. This amount
represents 75% of the issue price (?394.50 per warrant), based on a total issue price of ?526 per warrant.
The gross proceeds from the Preferential Issue have been allocated and utilized as detailed below:
(Rs. in Lakhs')
|
Sr.
No.
|
Original Object
|
Original Allocation
|
Funds Utilized till
March 31,2025
|
|
1.
|
To broad base the capital structure of the Company required for
business growth and future expansion plans;
|
Rs. 591.75
|
Rs. 591.75
|
|
2.
|
To meet increased working capital requirements;
|
|
|
|
3.
|
General corporate purpose or such other objects, as the Board
may from time to time decide in the best interest of the
|
|
|
Further, there is no deviation/variation in the utilization of the gross proceeds raised tlnough Preferential Issue of
Warrants.
Constitution Of Board:
As on the date of this report, the Board comprises of following Directors;
|
Name of Director
|
Category
Cum
Designatio
n
|
Date of
Original
Appointme
nt
|
Date of
Appointm
ent at
current
Term &
designatio
n
|
Total
Directorsh
ip in other
Companie
s2
|
No. of Committee1 in
which Director is
Member Chairma
n
|
No. of
Equity
Shares
held as
on
March
31,2025
|
|
Mr. Aditya Kaushik
|
Chairman
and
Managing
Director
|
November
14, 2017
|
August 31,
2022
|
|
2
|
|
3013400
|
|
Mr. Ashwani Kumar
Goel
|
Whole
Time
Director
|
December
12, 2019
|
August 28,
2023
|
|
|
|
15000
|
|
Mr. Naveen Kumar
|
Whole
Time
Director
|
March 14,
2020
|
September
29, 2020
|
|
|
|
|
|
Mr. Akshav Kumar
Vats
|
Non-
Executive
Independen
t Director
|
January 05,
2018
|
January 05,
2023
|
|
2
|
1
|
|
|
Ms. Smita Bhandari
|
Non-
Executive
Independen
t Director
|
August 28,
2018
|
September
28, 2023
|
|
2
|
1
|
|
|
Mr. Anusheel
Kaushik
|
Whole
Time
Director
|
April 01,
2023
|
April 01,
2023
|
|
|
|
|
Committee includes Audit Coimnittee and Stakeholder’s Relationship Committee across all Public Companies.
2 Excluding LLPs, Section 8 Company & Struck Off Companies.
The composition of Board complies with the requirements of the Companies Act, 2013 (“Act”). Further, in pursuance of
Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”),
the Company is exempted from the requirement of having composition of Board as per Regulation 17 of Listing
Regulations.
None of the Director of the Company is serving as a Whole-Time Director in any other Listed Company and the number
of their directorship is within the limits laid down under section 165 of the Companies Act, 2013.
Disclosure By Directors:
The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP-1, intimation under
Section 164(2) i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company.
Board Meetings and Attendance of Directors
The Board of Directors of the Company meets at regular intervals to discuss and deliberate on business strategies,
operations, financial performance, and other key matters. Additional Board meetings are convened, as and when
necessary, to address urgent business requirements.
During the year under review. Board of Directors of the Company met 11 (eleven) times on May 29, 2024, June 07,
2024, August 05, 2024, September 10, 2024, December 10, 2024, November 13, 2024, January 13, 2025, January 23,
2025, February 10, 2025, March 18, 2025 and March 19, 2025.
The Company has complied with the provisions of Section 173 of the Companies Act, 2013. The gap between two
consecutive Board meetings did not exceed 120 days.
The attendance of the Directors at the Board Meetings held during the year is as under:
|
Name of Director
|
Mr. Aditya
Kaushik
|
Mr.
Akshay
Kumar
Vats
|
Ms. Smita
Bhandari
|
Mr.
Ashwani
Kumar
Goel
|
Mr.
Naveen
Kumar
|
Mr.
Anusheel
Kaushik
|
|
Number of Board Meeting
held
|
11
|
11
|
11
|
11
|
11
|
11
|
|
Number of Board
Meetings Eligible to attend
|
11
|
11
|
11
|
11
|
11
|
11
|
|
Number of Board Meeting
attended
|
11
|
11
|
11
|
11
|
11
|
11
|
|
Presence at the previous
AGM of F. Y. 2024-25
|
Yes
|
Yes
|
Yes
|
Yes
|
Yes
|
Yes
|
General Meetings:
During the year under review, the following General Meetings were held, the details of which are given as under:
|
Sr. No.
|
Type of General Meeting
|
Date of General Meeting
|
|
1.
|
Annual General Meeting
|
September 03, 2024
|
Independent Directors:
The Company has received necessary declaration from each Independent Director under Section 149 (7) of the act that
they meet the criteria of independence laid down in Section 149 (6) of the Act. Further, all the Independent Directors of
the Company have registered themselves in the Independent Director Data Bank. In the opinion of the Board, all our
Independent Directors possess requisite qualifications, experience, expertise including the Proficiency and hold high
standards of integrity for the purpose of Rule 8(5) (iiia) of the Companies (Accounts) Rules, 2014.
A separate meeting of Independent Directors was held on March 19, 2025 to review the performance of Non-Independent
Directors and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity
and timeliness of flow of infonnation between Company management and Board.
During the year under review, there were following changes in constitution of the Board of Directors of the Company.
Change in Composition of Board of Directors:
During the year under review, there were no changes in the composition of the Board of Directors. The existing Board
structure remained unchanged throughout the financial year.
Retirement by Rotation and Subsequent Re-Appointment
In accordance with the provisions of Section 152 of the Companies Act, 2013, read with the Companies (Appointment
and Qualification of Directors) Rules, 2014, and the Articles of Association of the Company, Mr. Ashwani Kumar Goel
(DIN: 08621161), Director, is liable to retire by rotation at the ensuing Aimual General Meeting (AGM) and, being
eligible, has offered himself for re-appointment.
The proposal for his re-appointment forms part of the Notice convening the AGM. A brief profile and additional details
pertaining to Mr. Goel have also been provided in the Notice for shareholders’ reference and consideration.
Details Of Key Managerial Personnel:
In accordance with the provisions of Section 203 of the Companies Act, 2013, the following individuals served as Key
Managerial Personnel (KMP) of the Company during the financial year 2024-25:
1. Mr. Aditya Kaushik - Chairman and Managing Director
2. Mr. Ashwani Kumar Goel, Mr. Anusheel Kaushik, and Mr. Naveen Kumar - Whole-Time Directors
3. Mr. Amit Kaushik - Chief Executive Officer (CEO) and Chief Financial Officer (CFO)
4. Ms. Zalak Shah - Company Secretary and Compliance Officer
There were no changes in the KMPs during the year under review.
Pursuant to the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has carried out the annual
evaluation of the performance of the Board as a whole, its coimnittees, and individual Directors, including the Chairman.
The evaluation process was conducted in the following manner:
• Board Evaluation: The performance of the Board was assessed based on various criteria, including its
composition, diversity, structure, effectiveness of processes, quality of deliberations, access to information, and
overall functioning. Feedback was sought from all Directors to ensure a comprehensive and objective review.
• Committee Evaluation: Each Committee of the Board was evaluated based on its composition, clarity of roles
and responsibilities, frequency and effectiveness of meetings, and the quality of contributions made by
Committee members.
• Individual Director Evaluation: The perfonnance of individual Directors, including Executive and Non-
Executive Directors, was reviewed by the Board and the Nomination and Remuneration Coimnittee. The
assessment included parameters such as level of preparedness, participation in meetings, constructive inputs
during deliberations, and overall contribution to the governance and strategic direction of the Company.
• Chairman Evaluation: The perfonnance of the Chainnan was evaluated separately, focusing on leadership
qualities, fostering an open and transparent environment and facilitating effective communication between the
Board and management.
A separate meeting of the Independent Directors was held, where they evaluated the perfonnance of the Non-
Independent Directors, the Board as a whole, and the perfonnance of the Chairman. The outcome of this evaluation was
discussed in the subsequent Board meeting.
Additionally, the performance evaluation of Independent Directors was carried out by the entire Board, excluding the
Director being evaluated.
The outcome of the evaluations confirmed that the Board and its Coimnittees are functioning effectively and that the
Directors are contributing meaningfully to the Company’s growth and governance.
Pursuant to section 134(5) of the Companies Act, 2013 the Board of Directors to the best of their knowledge and ability
confirm that:
a) In preparation of Annual Accounts for the year ended March 31, 2025 the applicable accounting standards have been
followed and that no material departures have been made from the same;
b) The Directors have selected such accounting policies and applied them consistently and have 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 the year;
c) The Directors have 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 have prepared the Annual Accounts for the year ended March 31, 2025 on going concern basis;
e) The Directors have laid down the internal financial controls to be followed by the Company and that such Internal
Financial Controls are adequate and were operating effectively; and
f) 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.
The Board of Directors in line with the requirement of the act has formed various committees, details of which are given
hereunder:
A. Audit Committee: -
The Board of Directors had constituted Audit Coimnittee in line with the provisions of Section 177 of the Companies
Act, 2013. The terms of reference of the Committee are available on the website of the Company at
www.inflameindia.com.
During the year under review, the Audit Coimnittee met 4 (Four) times during the Financial Year 2024-25 on May 29,
2024, August 05, 2024, November 13, 2024 and March 19, 2025.
The composition of the Committee and the details of meetings attended by its members are given below:
|
Name of the
|
Category
|
|
Number of meetings during the
Financial Year 2024-25
|
|
|
Directors
|
Designation
|
Held
|
Eligible to
attend
|
Attended
|
|
Mr. Akshay
Kumar Vats
|
Non-Executive
Independent
Director
|
Chairperson
|
4
|
4
|
4
|
|
Mr. Aditya
Kaushik
|
Chairman and
Managing Director
|
Member
|
4
|
4
|
4
|
|
Ms. Smita
Bhandari
|
Non-Executive
|
|
|
|
|
|
Independent
Director
|
Member
|
4
|
4
|
4
|
The Statutory Auditors of the Company are invited in the meeting of the Coimnittee wherever required. Further, the
Company Secretary of the Company is acting as Company Secretary to the Audit Coimnittee.
Recommendations of Audit Committee wherever/whenever given have been considered and accepted by the Board.
Vigil Mechanism:
The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables
the employees to report to the management instances of unethical behavior actual or suspected fraud or violation of
Company’s Code of Conduct.
Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or
grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such
mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The
functioning of vigil mechanism is reviewed by the Audit Coimnittee from time to time. None of the Whistle blowers has
been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the
website of the Company at www.inflameindia.com
B. Stakeholder’s Relationship Committee:
The Company has fonned Stakeholder’s Relationship Committee in line with the provisions Section 178 of the
Companies Act 2013.
The Board of Directors has constituted Stakeholder’s Relationship Coimnittee mainly to focus on the redressal of
Shareholders’ / Investors’ Grievances if any like Transfer / Transmission / Demat of Shares; Loss of Share Certificates;
Non-receipt of Annual Report Dividend Warrants; etc.
The Stakeholders Relationship Coimnittee shall report to the Board on a quarterly basis regarding the status of redressal
of complaints received from the shareholders of the Company. The tenns of reference of the Committee are available on
the website of the Company at www.inflameindia com.
During the year under review. Stakeholder’s Relationship Committee met 4 (Four) times during the Financial Year 2024-
25 on May 29, 2024, August 05, 2024, November 13, 2024, and March 19, 2025. The composition of the Coimnittee and
the details of meetings attended by its members are given below:
|
Name of the
|
Category
|
|
Number of meetings during the
Financial Year 2024-25
|
|
|
Directors
|
Designation
|
Held
|
Eligible to
attend
|
Attended
|
|
Ms. Smita
Bhandari
|
Non-Executive
|
|
|
|
|
|
Independent
Director
|
Chairperson
|
4
|
4
|
4
|
|
Mr. Aditya
Kaushik
|
Chainnan &
Managing Director
|
Member
|
4
|
4
|
4
|
|
Mr. Akshay
Kumar Vats
|
Non-Executive
Independent
Director
|
Member
|
4
|
4
|
4
|
Also, there were no complaints unresolved as on March 31 2025.
C. Nomination and Remuneration Committee:
The Board of Directors has fonned Nomination and Remuneration coimnittee in line with the provisions of Section 178
of the Companies Act 2013.
Nomination and Remuneration Committee meetings are generally held for identify ing the persons who are qualified to
become Directors and may be appointed in senior management and recommending their appointments and removal.
The tenns of reference of the Coimnittee are available on the website of the Company at www.inflameindia.com.
During the year under review Nomination and Remuneration Committee met 2 (Two) times viz on August 05, 2024 and
March 19, 2025.
The comDosition of the Committee and the details of meetings attended bv its members are mven below:
|
Name of the
|
Category
|
|
Number of meetings during the
Financial Year 2024-25
|
|
|
Directors
|
Designation
|
Held
|
Eligible to
attend
|
Attended
|
|
Mr. Akshay
Kumar Vats
|
Non-Executive
Independent
Director
|
Chairperson
|
2
|
2
|
2
|
|
Ms. Smita
Bhandari
|
Non-Executive
Independent
Director
|
Member
|
2
|
2
|
2
|
|
Mr. Aditya
Kaushik
|
Chairman and
Managing Director
|
Member
|
2
|
2
|
2
|
Nomination and Remuneration Policy
The Nomination and Remuneration Policy of the Company is framed with the objective of fostering a high-performance
culture across the organization. The Policy is designed to attract, retain, and motivate qualified persomiel in a competitive
market environment and to align the aspirations of the employees with the long-term goals of the Company.
The Company pays remuneration to its Executive Directors and Key Managerial Persomiel (KMPs) by way of salary,
benefits, perquisites, and allowances. The structure of remuneration is in accordance with the applicable provisions of the
Companies Act, 2013 and as approved by the shareholders, wherever necessary. Annual increments are recommended by
the Nomination and Remuneration Coimnittee and are effective from April 1st of every financial year, within the limits
approved by the shareholders.
The Nomination and Remuneration Policy, as adopted by the Board of Directors, is available on the Company’s website
and can be accessed at:
f www.inflameindia.com/downloads/Nomination Remuneration Policy pdf
The details of remuneration paid to the Directors during
the Financial Year 2024-25 are disclosed in the Annual
Return of the Company, filed in Form MGT-7. This is
made available on the website of the Company in
During the year under review, the Company has not
accepted any deposits from the public under Chapter V
of the Companies Act, 2013. Accordingly, the
provisions of Sections 73 to 76 of the Companies Act,
2013 and the rules made thereunder, as well as the
directives issued by the Reserve Bank of India (RBI),
are not applicable to the Company.
Pursuant to the provisions of Section 186 of the
Companies Act, 2013, the details of loans given,
guarantees provided, and investments made by the
Company are provided in the notes to the standalone
compliance with the provisions of Section 92(3) of the
Companies Act, 2013.
For details, shareholders may visit:
r Annual Return - Inflame
financial statements, which fonn part of this Aimual
Report.
The Company has complied with the provisions of
Section 186 of the Companies Act, 2013 to the extent
applicable.
As on March 31, 2025, the Company does not have any
Subsidiary, Associate, or Joint Venture Company
within the meaning of Section 2(6) and Section 2(87) of
the Companies Act, 2013.
Accordingly, the disclosure in Form AOC-1 pursuant to
Section 129(3) of the Companies Act, 2013 is not
applicable.
All Related Party Transactions entered into by the
Company during the financial year under review were
in the Ordinary Course of Business and on an Arm’s
Length basis, in compliance with the applicable
provisions of the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, to the extent applicable to SME
listed entities.
There were no materially significant Related Party
Transactions:
• Exceeding 10% of the annual consolidated
turnover of the Company, or
• Involving brand usage or royalty payments
exceeding 5% of the aimual consolidated
turnover,
that may have a potential conflict with the interest of
the Company at large.
Accordingly, the disclosure of particulars of contracts
or arrangements with related parties in Fonn AOC-2, as
required under Section 134(3)(h) of the Companies Act,
2013, is not applicable.
The Company has a mechanism in place to obtain prior
omnibus approval of the Audit Committee for
transactions which are repetitive and of a foreseen
nature. All such related party transactions entered into
under omnibus approval are reviewed and placed before
the Audit Coimnittee and the Board on a quarterly
basis.
The details of the related party transactions for the
Financial Year 2024-25 are provided in the notes to the
financial statements, which fonn an integral part of this
Annual Report.
The Company’s Policy on Related Party Transactions,
as approved by the Board of Directors, is available on
the Company’s website and can be accessed at:
www.inflameindia.com/downloads/Policv on related
party transactions.pdf
The Company has complied with the applicable
provisions of the Secretarial Standard on Meetings of
the Board of Directors (SS-1) and General Meetings
(SS-2) issued by the Institute of Company Secretaries of
India (ICSI) and approved by the Central Government
under the Companies Act, 2013.
Pursuant to Section 92(3) of the Companies Act, 2013
and Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return of the
Company as on March 31, 2025 is placed on the
website of the Company and can be accessed at:
Aimual Return - Inflame
The ratio of remuneration of each Director to the
median remuneration of the employees as required
under Section 197(12) of the Companies Act, 2013,
read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014, fonns part of this Report and is annexed as
Annexure - A.
There have been no material changes and commitments
affecting the financial position of the Company between
the end of the financial year and the date of this Report.
There have been no significant and material orders
passed by any regulators, courts, or tribunals which
would impact the going concern status of the Company
or its future operations.
Details of litigation, if any, pertaining to tax and other
matters are disclosed in the Auditor’s Report and the
Financial Statements, which fonn an integral part of
this Aimual Report.
The Company has always fostered a safe and inclusive
work environment for all employees. In compliance
with the Sexual Flarassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013, the
Company has constituted an Internal Complaints
Coimnittee (ICC) at all its workplace locations.
The Company has adopted a Prevention of Sexual
Harassment Policy that ensures protection against
sexual harassment and provides a framework for
addressing complaints in a gender-neutral and
confidential manner.
During the year under review,
a) number of complaints of sexual harassment
received in the year- NIL
b) number of complaints disposed off during the
year- NA
c) number of cases pending for more than ninety
days-NA
The Policy is available on the Company’s website at:
www.inflameindia.com/downloads/Misc/Sexual-
Harrasement-Policv pdf
Company is in Compliance with the Maternity Benefit
Act, 1961. However, no maternity benefit was claimed
during the year.
No such incidence took place during the year.
In accordance with the provisions of Section 134(3)(m)
of the Companies Act. 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014, information
relating to energy conservation, technology absorption,
and foreign exchange earnings and outgo for the year
under review is annexed to this Report as Annexure -
B
The Company has established a robust risk management
framework that includes risk identification, assessment,
mapping, and mitigation processes. This mechanism
aims to minimize the potential impact of both business
and non-business risks by implementing proactive
mitigation strategies.
The risk management process is based on evaluating the
probability of occurrence and potential impact, allowing
for appropriate preventive actions. A structured and
periodic assessment is carried out to identify, evaluate,
monitor, and control risks, thereby safeguarding the
Company’s assets and reputation.
The Company has in place an adequate internal control
system that is commensurate with the size and nature of
its business operations. These controls ensure the
safeguarding of assets, accuracy of accounting records,
prevention of fraud, and compliance with applicable
laws and regulations.
The internal control framework is supported by:
• Regular internal audits conducted by the
appointed Internal Auditor,
• Management reviews and checks, and
• Well-defined policies and procedures for
operational efficiency.
The statutory auditors, M/s. Gandhi Minocha and
Company, Chartered Accountants (FRN: 000458N),
Hary ana, have audited the financial statements for the
financial year 2024-25 and provided their report on
internal financial controls under Section 143 of the
Companies Act, 2013. This report fonns part of the
Audit Report annexed with the Annual Report.
The Company firmly believes that good corporate
governance is the cornerstone of sustainable corporate
growth and long-term stakeholder value creation. The
principles of integrity, transparency, fairness, and
accountability are deeply embedded in the Company ’s
culture and operations.
Although compliance with the provisions of
Regulations 17 to 27 and certain clauses of Regulation
46(2) and Schedule V of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 is not
applicable to the Company by virtue of its listing on the
SME Platform of BSE, the Company voluntarily
adheres to high standards of corporate governance and
ethical business conduct.
Accordingly, a separate Corporate Governance Report
is not applicable and does not form part of this Report.
However, the Company remains committed to adopting
best governance practices.
The provisions of Section 135 of the Companies Act
2013, relating to Corporate Social Responsibility, are
not applicable to the Company during the year under
review.
Nevertheless, the Company remains conscious of its
social responsibilities and continues to explore avenues
to contribute meaningfully to the community and
environment.
In accordance with the prov isions of Section 138 of the
Companies Act, 2013, the Board of Directors had
appointed Mr. Mukesh Kumar Shanna as the Internal
Auditor of the Company for the financial year 2024-25.
He has conducted periodic internal audits of various
operational and financial functions and submitted his
reports to the Audit Committee and the Board. His
observations and recommendations have helped
strengthen the internal control systems and ensure
compliance.
Pursuant to the provisions of Section 139 of the
Companies Act, 2013, read with the rules made
thereunder, the members at the Aimual General Meeting
held on August 28, 2023, re-appointed M/s. Gandhi
Minocha and Company, Chartered Accountants,
Haryana (FRN: 000458N), as the Statutory Auditors of
the Company for a second term of five consecutive
years, to hold office till the conclusion of the Eleventh
Annual General Meeting to be held in the calendar year
2028.
The Auditors’ Report on the financial statements of the
Company for the financial year 2024-25 forms part of
this Aimual Report. The Notes to the Financial
Statements, as referred to in the Auditors’ Report, are
self-explanatoiy and do not call for any further
comments under Section 134 of the Companies Act,
2013.
There are no qualifications, reservations, adverse
remarks, or disclaimers made by the Statutory Auditors
in their Report except as disclosed:
As per the provisions of Section 148(1) of the
Companies Act, 2013 read with the applicable rules, the
Company is not required to maintain cost records for
the financial year 2024-25 as prescribed by the Central
Government.
During the year under review, the Statutory Auditors
have not reported any instance of fraud coimnitted by
the Company, its officers or employees under Section
143(12) of the Companies Act, 2013.
Pursuant to Regulation 34 read with Schedule V of the
SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Management
Discussion and Analysis Report for the year under
review fonns an integral part of the Amiual Report and
is annexed herewith as Annexure - C.
In compliance with 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. Mittal V. Kothari &
Associates, Practicing Company Secretaries, Alnnedabad, as the Secretarial Auditor to carry out the Secretarial Audit for
the financial year 2024-25.
The Secretarial Audit Report is aimexed as Annexure - D to this Board Report.
There are no qualifications, reservations, adverse remarks or disclaimers made by the Secretarial Auditor in their Report
except as may be stated specifically in Annexure - D.
|
Sr.
No.
|
Compliance
Requirement
(Regulations/
circulars /
guidelines including
specific clause)
|
Deviations
|
Observations/ Remarks
Company Secretary
|
of the
|
Practicing
|
Management
Response
|
|
1.
|
Disclosure under
Regulation 29(2) of
SEBI (SAST)
Regulation 2011
|
Delayed
disclosures
under
Regulation
29(2) of
SEBI
(SAST)
Regulations,
|
• It was observed that the following disclosures
under Regulation 29(2) of the SEBI (SAST)
Regulations, 2011 were delayed.
|
The delay
occurred due to an
inadvertent
oversight on the
part of the
designated person.
|
| |
Name of ,, . ..
„ , , Mr. Amit
Promoter/ ...
„ , „ Kaushik
Promoter Group.
|
Mr.
Dinesh
Kaushik
|
Mr. Amit
Kaushik
|
| |
|
Date of 06-02-
Transaction/Event 2025
|
06-02-
2025
|
10-02-
2025
|
The compliance
|
| |
|
2011
|
|
team has now
|
| |
|
|
|
Event
|
x , T , Allotment
Inter-se inter-se
gift gift pursuant to
f f Conversion
transaction transaction -
ot warrants
|
implemented a
stricter tracking
system to ensure
|
| |
|
|
|
No of Shares
And
BUY/ (SELL)
|
150350 -150350 150000
|
timelines are met
moving forward.
|
| |
|
|
|
Date of Disclosure
|
29-03- 28-03- 29-03-
2025 2025 2025
|
|
| |
|
|
|
Delay in days.
|
47 Day 46 Days 45 Days
|
|
| |
|
|
|
Note: Transfer of shares between Aiuit Kaushik &
Dinesh Kausluk was gift Transaction
|
|
|
2.
|
Disclosure under
Regulation 7(2) of
SEBI (PIT)
Regulation 2015.
|
Delayed
Disclosure
under
Regulation
7(2) of
SEBI (PIT)
Regulation
2015.
|
• It was observed that the following disclosures
under Regulation 7(2) of SEBI (PIT) Regulation
2015, were delayed.
|
The delay in
submission was
due to oversight
and not
intentional. The
concerned
designated person
has been advised,
and the company
has strengthened
its internal
compliance
framework to
ensure timely
disclosures going
forward.
|
| |
|
|
Name of
Person
|
Mr. Dinesh Mr. Amit
Kaushik Kaushik
|
| |
|
|
|
Category
|
Promoter Promoter
|
| |
|
|
|
No of
Shares Buy/
(Sold)
|
150350 150350
|
| |
|
|
|
Date of
Transaction
|
06-02-2025 06-02-2025
|
| |
|
|
|
Event
|
Inter-se gift Inter-se gift
transaction transaction
|
|
| |
|
|
|
Due date of
Disclosure
|
10-02-2025 10-02-2025
|
|
| |
|
|
|
Date of
Intimation
to
Company
|
28-03-2025 29-03-2025
|
|
| |
|
|
|
Date of
Intimation
by
Company
|
29-03-2025 29-03-2025
|
|
| |
|
|
|
Note: Transfer of shares between Amit Kausluk &
Dinesh Kausluk was gift Transaction
|
|
|
3.
|
Disclosure under
Regulation 30 read
with Part A of
Schedule III of
SEBI (LODR)
Regulations, 2015.
|
Delayed
Disclosure
under
Regulation
30 read with
Part A of
Schedule III
|
It was observed that the Company made a disclosure
regarding obtaining BIS Certification (IS 302: PART
2: SEC 31:2009) for its kitchen appliances range.
The event occurred on September 19, 2024, w hile the
disclosure was made to the stock exchange on
September 27, 2024, i.e.. Delay was more than the
|
The same got
delayed due to the
technical error
caused at the
moment and hence
company tried its
best to do upload
the same within
|
| |
|
of SEBI
(LODR)
Regulations,
2015.
|
timeline prescribed under SEBI
Regulations, 2015.
|
(LODR)
|
time. The
company has
made better
arrangements for
the same
|
|
4.
|
Few forms were filed delayed with additional fees.
|
|
The delay
occurred due to an
inadvertent
oversight.
|
Your Company maintains a fully functional and
regularly updated website as per Regulation 46 of SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015:
r www.inflameindia.com
The website has been designed to provide detailed and
transparent information about the Company. It hosts a
comprehensive repository of corporate data including:
• Financial results
• Shareholding pattern
• Details of Board and Committees
• Corporate Policies and Codes
• Business activities
• Press releases and current updates
All mandatory disclosures as required under the
Companies Act, 2013, Companies Rules, 2014, and
Regulation 46 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 are duly
made available on the website, along with other useful
information for investors and stakeholders.
During the Financial Year 2024-25, there were no
applications made or proceedings initiated or pending
under the Insolvency and Bankruptcy Code, 2016 by
any Financial or Operational Creditors against the
Company.
As on the date of this report, there are no pending
applications or proceedings under the said Code against
the Company.
In accordance with the provisions of Section 134(3) of
the Companies Act, 2013, Rule 8 of the Companies
(Accounts) Rules, 2014, and other applicable
provisions, your Directors confirm that all necessary
disclosures have been made in this Board Report.
Further, the Board confinns that there were no
transactions during the year under review requiring
disclosure in respect of the following items:
1. Issue of equity shares with differential rights
as to dividend, voting or otherwise.
2. Issue of shares (including sweat equity shares)
to employees under any scheme including
Employee Stock Option Scheme (ESOS).
3. Annual Report on Corporate Social
Responsibility, as provisions under Section
135 are not applicable.
4. Revision of financial statements or Board’s
report under Section 131 of the Act.
5. Any significant or material orders passed by
the Regulators, Courts, or Tribunals that
impact the going concern status of the
Company and its future operations.
Your directors place on records their sincere
appreciation for the dedicated sendees and contribution
of all employees during the year. The Board also
acknowledges and expresses gratitude for the continued
support, trust, and co-operation received from the
Company’s shareholders, investors, bankers, financial
institutions, business associates, and other stakeholders.
The Board looks forward to your continued support in
the journey ahead.
Registered office: For and on behalf of Board of Directors
Khewat Khatoni No. 45/45, Khasra No. 942/855/1 Village Kalyanpur For, Inflame Appliances Limited
Tehsil-Baddi, Baddi Solan-173205, Himachal Pradesh ’ CIN: L74999HP2017PLC006778
Corporate Office:
Village Bagwali, Khasra No. 40/14-15-16-17/1, Block - Raipur Rani,
Nh-73, Panchkula-134202.
Sd/-
Date: July 30, 2025 Aditya Kaushik
Place: Panchkula Chairman and Managing Director
DIN 06790052
|