The Board of Directors of your Company take pleasure to present the 29th Annual Report of the Shakti Pumps (India) Limited (“The Company”), on the business and operations of the Company along with Audited Standalone & Consolidated Financial Statements and Auditor's Report thereon for the financial year ended March 31, 2024.
1. FINANCIAL HIGHLIGHTS
A brief summary of the Company's standalone and consolidated performance is given below:- (^ In Lacs)
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Particulars
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2023-2024
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2022-2023
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2023-2024
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2022-2023
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Standalone
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Consolidated
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Sales & Other Income
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130322.56
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93026.57
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137430.15
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97093.62
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Profit before Finance Cost, Depreciation & Tax
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19395.77
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6470.97
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22839.49
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6981.33
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Finance Cost
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1769.08
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1744.71
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1947.89
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1916.39
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Depreciation & Amortization Expenses
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1757.67
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1716.09
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1903.03
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1840.21
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Profit/(Loss) before Tax
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15869.02
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3010.18
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18988.57
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3224.73
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Less:-Current Tax
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4798.52
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674.10
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5467.49
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847.72
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Less:-Deferred Tax
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(644.21)
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(62.48)
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(649.82)
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(36.17)
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Profit/(Loss) after Tax
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11714.71
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2398.55
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14170.90
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2413.18
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2. FINANCIAL PERFORMANCE
(i) Consolidated Financial Performance
During the year, your Company has registered sales and other income ^ 1,37,430.15 Lacs as compared to ^ 97,093.62 Lacs of previous year. Company was able to register a domestic sale of ^ 1,05,651.05 Lacs and export sale of ^ 28,624.09 Lacs in the current year. Your Company has profit for the year of ^ 14,170.90 Lacs in comparison to ^ 2,413.18 Lacs in previous year.
(ii) Standalone Financial Performance
During the year , your Company has registered sales and other income ^ 1,30,322.56 Lacs as compared to ^ 93,026.57 Lacs of previous year. The company was able to register a domestic sales ^ 1,01,904.97 Lacs and Export sales ^ 24,697.75 Lacs for FY 2023-24. Your Company has profit for the year of ^ 11,714.71 Lacs in comparison to ^ 2,398.55 Lacs in previous year.
(iii) Fund raise through QIP
The Company raised ^ 200 crores by an issue of equity shares through a Qualified Institutions Placement (QIP) in March, 2024. The proceeds from the QIP have been earmarked for the capacity expansion of our Company with respect to the new facility in Pithampur, Madhya Pradesh for manufacture of Pumps and Motors, Inverter,
Variable Frequency Drives & Structures and other general corporate purposes.
The QIP proceeds have bolstered an already strong capital structure even further, significantly enhanced the Company's financial flexibility and accelerated the Company's ambitious growth plans.
3. SHARE CAPITAL
As at 31st March, 2024, the Authorized share capital of the Company is ^ 40,00,00,000/-. There is no change in the authorized share capital of the company and
As at 31st March, 2024, the paid up Equity Share Capital of the Company was ^ 20,03,51,000/- consisting of 2,00,35,100 equity shares of ^ 10/- each.
During the year, in accordance with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and other applicable guidelines of SEBI and Members approval, the Company has issued and allotted 16,54,944 equity shares of face value of ^ 10/- each by way of Qualified Institutional Placement to Qualified Institutional Buyers at an issue price of ^ 1208.5 per Equity Share (including a premium of ^ 1198.5/- per Equity Share) on March 22, 2024.
4. DIVIDEND
The Board of Directors of the Company had approved a Dividend Distribution Policy on April 26, 2024 in accordance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and amendments thereof ('SEBI LODR Regulations'). The Policy is available on the Company's website:https://www.shaktipumps.com/policies-programmes.php
Based on the Company's performance, the Board of directors has recommended a dividend of 40% i.e. ^ 4/- per equity share of ^ 10/- each for the financial year ended March 31, 2024. If approved, at the forthcoming Annual General Meeting (“AGM”) Dividend will be paid to all those equity shareholders of the Company whose names appear in the Register of Members and whose
names appear as beneficial owners as per the beneficiary list furnished for the purpose by National Securities Depository Limited and Central Depository Services (India) Limited. The total dividend pay-out will amount to approx. ^ 8.01 Crore. The dividend recommendation is in line with the dividend distribution policy of the Company.
5. TRANSFER OF RESERVE
During the year under review, the company has not transferred any amount to General Reserve. For complete details on movement in Reserves and Surplus during the financial year ended March 31, 2024, please refer to the ‘Statement of Changes in Equity' included in the standalone and consolidated financial statements of this Annual Report.
6. KEY FINANCIAL RATIOS
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Particulars
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2023-24
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2022-23
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2021-22
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Return on Net Worth (%)
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18.75%
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5.77%
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16.49%
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Return on Capital Employed (%)
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25.13%
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9.84%
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19.86%
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Basic EPS (after exceptional items)
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76.91
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13.13
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35.26
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Debtors turnover
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2.95
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3.01
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3.63
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Inventory turnover
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4.20
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3.80
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5.52
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Interest coverage ratio
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10.75
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3.06
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6.25
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Current ratio
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1.82
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1.94
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1.59
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Debt equity ratio
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0.11
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0.18
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0.27
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Operating profit margin (%)
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17.01%
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7.03%
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9.91%
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Net profit margin (%)
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10.31%
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2.49%
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5.47%
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DETAILED EXPLANATION OF RATIOS
(i) Return on Net Worth (%)
Return on Net worth (RONW) is a measure of profitability of a Company expressed in percentage. It is calculated by dividing total comprehensive income for the year by average capital employed during the year.
(ii) Return on Capital Employed (%)
Return on Capital Employed (ROCE) is a financial ratio that measures a Company's profitability and the efficiency with which its capital is used. In other words, the ratio measures how well a Company is generating profits from its capital. It is calculated by dividing profit before exceptional items and tax by average capital employed during the year.
(iii) Basic EPS
Earnings per Share (EPS) is the portion of a Company's profit allocated to each share. It serves as an indicator of a Company's profitability. It is calculated by dividing Profit for the year by Weighted average number of shares outstanding during the year.
(iv) Debtors Turnover
The above ratio is used to quantify a Company's effectiveness in collecting its receivables or money owed by customers. The ratio shows how well a Company uses and manages the credit it extends to customers and how quickly that short-term debt is collected or is paid. It is calculated by dividing turnover by average trade receivables.
(v) Inventory Turnover
Inventory Turnover is the number of times a Company sells and replaces its inventory during a period. It is calculated by dividing turnover by average inventory.
(vi) Interest Coverage Ratio
The Interest Coverage Ratio measures how many times a Company can cover its current interest payment with its available earnings. It is calculated by dividing PBIT by finance cost.
(vii) Current Ratio
The Current Ratio is a liquidity ratio that measures a Company's ability to pay short-term obligations or those due within one year. It is calculated by dividing the current assets by current liabilities.
(viii) Debt Equity Ratio
The ratio is used to evaluate a Company's financial leverage. It is a measure of the degree to which a Company is financing its operations through debt versus wholly owned funds. It is calculated by dividing a Company's total liabilities by its shareholder's equity.
(ix) Operating Profit Margin (%)
Operating Profit Margin is profitability or performance ratio used to calculate the percentage of profit a Company produces from its operations. It is calculated by dividing the EBIT by turnover.
(x) Net Profit Margin (%)
The net profit margin is equal to how much net income or profit is generated as a percentage of revenue. It is calculated by dividing the profit for the year by turnover.
7. DEPOSITS
The Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014 during the financial year 2023-24.
8. SUBSIDIARIES JOINT VENTURES AND ASSOCIATES COMPANIES
a. As on March 31, 2024, our Company has following Subsidiaries:-
1. Shakti Pumps USA, LLC
2. Shakti Pumps FZE, UAE
3. Shakti Pumps (Bangladesh) Limited
4. Shakti Energy Solutions Private Limited
5. Shakti EV Mobility Private Limited (formerly known as Shakti Green Industries Private Limited)
There has been no material change in the nature of the business of the Company and it's Subsidiary.
b. During the year under review, following changes have taken place in subsidiaries:
During the year the Company has close its one of foreign subsidiary Shakti Pumps (Shanghai) Limited incorporated at China.
c. Material Subsidiaries
As on March 31, 2024, the Company has one Material Subsidiary i.e. Shakti Energy Solutions Private Limited. The Company has formulated a policy for determining Material Subsidiaries. The policy is available on the Company's website and link for the same is https://www.shaktipumps.com/ policies programmes/policy for determining material subsidiary.php . Pursuant to Section 134 of the Act read with rules made thereunder, the details of developments at the level of subsidiaries and joint ventures of the Company are covered in the Management Discussion and Analysis Report, which forms part of this Annual Report.
As per Section 129(3) of the Companies Act, 2013 (Act), a statement containing salient features of financial statements of Subsidiaries in Form AOC-1 is annexed as Annexure - I and forms part of Board's Report.
The Consolidated Financial Statement of the Company with its Subsidiaries have also been included as part of this Annual Report. In accordance with Section 136 of the Act, the audited financial statements, including consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on website of the Company https://www.shaktipumps.com/.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL
a. Directors:
As on March 31, 2024, the Company has six Directors comprising of three Executive Directors and three Non-Executive Independent Directors including one Women Independent Director. Detailed composition about the Board is disclosed in Corporate Governance Report. All Directors have submitted relevant declarations / disclosures as required under Act and Listing Regulations.
b. Change in Directorate
Change in designation
• Designation of Mr. Dinesh Patidar (DIN: 00549552) was changed from Chairman cum Managing Director to Chairman cum Whole time Director for the period of 3 years w.e.f August 11, 2023. Change in his designation was approved by the shareholders in the 28th Annual General Meeting held on September 28, 2023.
• Designation of Mr. Ramesh Patidar (DIN: 00931437) was changed from Whole time Director to Managing Director for the period of 3 years w.e.f August 11, 2023. Change in his
designation was approved by the shareholders in the 28th Annual General Meeting held on September 28, 2023.
Re-appointment
• The Board of Directors, on the
recommendations of Nomination and Remuneration Committee, in its meeting held on January 18, 2024 approved
and recommended to the Members for their approval, the re-appointment of Mr. Keyur Bipinchandra Thaker (DIN: 08474827) as an Independent Director of the Company, for a second term of five (5) years commencing w.e.f. 10th June, 2024. The Company received the approval of the members of the Company on February 20, 2024 by way of Postal Ballot, for the same.
Cessation
• Mr. Navin Sunderlal Patwa (DIN: 01009404) has completed his second term as a NonExecutive Independent Director of the company on the closing of business hours of July 30, 2024, accordingly ceased to be Independent director of the Company. The Board of Directors place on record his deep appreciation for the wisdom, knowledge and guidance provided by Mr. Navin Sunderlal Patwa during his tenure.
Appointment
• The Board, at its meeting held on July 20, 2024, based on the recommendation of Nomination and Remuneration Committee of the Company, has approved the following appointment(s) subject to approval of the Shareholders at the ensuing AGM:-
a) The appointment of Mr. Ashwin Bhootda (DIN: 10236282) as an Additional Whole time Director of the Company for a term of 5 (Five) Consecutive years with effect from July 20, 2024.
b) The appointment of Mr. Hirabhai
Somabhai Patel (DIN: 00541411) as
an Additional Director - Independent
Director of the Company for a term of 5 (Five) Consecutive years with effect from July 20, 2024.
c) The appointment of Mr. Bhim Singh (DIN: 08189580) as an Additional Director -I ndependent Director of the Company for a term of 5 (Five) Consecutive years with effect from July 20, 2024.
d) The appointment of Mr. V.S.S. Pavan Kumar Hari (DIN: 10665196) as an Additional Director - Independent Director of the Company for a term of 5 (Five) consecutive years with effect from July 20, 2024.
c. Director liable to Retire by Rotation:
Mr. Dinesh Patidar (DIN: 00549552), Whole-Time Director of the Company, retires by rotation at the ensuing Annual General Meeting pursuant to 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 and being eligible, has offered himself for re-appointment as the Director.
d. Key Managerial Personnel:
In terms of Section 2(51) and Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the key managerial personnel of the Company are:
a) Mr. Dinesh Patidar:- Chairman and Whole Time Director (DIN: 00549552)
b) Mr. Ramesh Patidar:- Managing Director (DIN: 00931437)
c) Mr. Sunil Patidar: - Whole Time Director (DIN: -02561763)
d) Mr. Ashwin Bhootda:- Whole time Director (DIN: 10236282) w.e.f. July 20, 2024.
e) Mr. Dinesh Patel:-Chief Financial Officer
f) Mr. Ravi Patidar:-Company Secretary & Compliance Officer
10. DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS
All the Independent Directors of the Company have given their declaration under section 149(7) of the Companies Act, 2013, confirming that they meet with the criteria of independence as laid down in section 149(6) of the Act and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 as amended, for being an Independent Director of the Company.
11. NUMBER OF MEETINGS OF THE BOARD
Eight (8) meetings of the Board of Directors were held during the year. For details of the meetings held and the attendance of the Directors please refer to the Corporate Governance Report which forms part of this annual report.
12. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Company's policy is designed to attract, motivate and retain manpower in a competitive and international market. The policy reflects the Company's objectives for good corporate governance as well as sustained longterm value creation for shareholders. The Remuneration Policy applies to the Company's senior management, including its Key Managerial Personnel and Board of Directors. The Nomination and Remuneration Policy for the members of Board and Executive Management is available on the Company's website:- www.shaktipumps. com.
13. ANNUAL EVALUATION OF BOARD'S PERFORMANCE
The annual evaluation process of the Board of Directors, individual Directors and Committees was conducted in accordance with the provisions of the Act and the Listing Regulations. In accordance with the provisions of Schedule IV of the Companies Act 2013, a Separate Meeting of the Independent Directors was held on January 25, 2024, without the attendance of Non-Independent Directors and Members of the Management. The Committee has reviewed the performance and effectiveness of the non independent directors and Board in this meeting as a whole for the Financial Year 2023-2024.
14. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Act, the Board of Directors confirms that: -
a) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and there are no material departures from the same;
b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs and of the profits of the Company for that period;
c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) The Directors have prepared the Annual Accounts on a ‘going concern' basis;
e) The Directors have laid down internal financial controls for the Company and such internal financial controls are adequate and are operating effectively; and
f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
15. DISCLOSURE RELATING TO
REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the rules there under as amended from time to time, forms part of this report which is annexed as Annexure II.
There are no instances of employees who was in receipt of remuneration in excess of the limit prescribed in provisions of Section 197 (12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the rules made there under.
16. BOARD FAMILIARISATION AND TRAINING PROGRAMME
The Board is regularly updated on changes in statutory provisions, as applicable to the Company. The Board is also updated on the operations, key trends and risk universe applicable to the Company's business. Additionally, the Directors also participate in various programmes / meetings where subject matter experts apprise the Directors on key global trends
17. ANNUAL RETURN
The Annual Return in form MGT-7 for the financial year ended March 31, 2024 as prescribed under Section 92(3) read with Section 134(3)(a) of the Act read with Rule 12 of Companies (Management and Administration) Rules, 2014, as amended, is disclosed on the website of the Company. The web link for the same is available on the Company's website at https://www.shaktipumps.com/ annual-return.php
18. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis, as required in terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), is annexed to this Report.
19. CORPORATE GOVERNANCE
Your Company always places a major emphasis on managing its affairs with diligence, transparency, responsibility and accountability. The Company
continues to focus on building trust with shareholders, employees, customers, suppliers and other stakeholders based on the principles of good corporate governance viz. integrity, equity, transparency, fairness, sound disclosure practices, accountability and commitment to values.
A separate section on Corporate Governance, which is a part of the Board's Report, and the certificate from the Company's Secretarial Auditors confirming compliance with Corporate Governance norms as stipulated in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, are included in the Annual Report. The Company has taken adequate steps for strict compliance with Corporate Governance guidelines as amended from time to time.
20. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:
The Company is committed to pursuing its business objectives ethically, transparently and with accountability to all its stakeholders. It believes in demonstrating responsible behaviour while adding value to the society and the community, as well as ensuring environmental well-being from a long-term perspective.
A Business Responsibility and Sustainability Report as per Regulation 34(2) of the SEBI Listing Regulations, detailing the various initiatives taken by the Company on the environmental, social and governance front is annexed as Annexure - III and forms an integral part of this Annual Report. The Report which forms a part of the Annual Report, can along with all the related policies, be also viewed on the Company's Website: https://www. shaktipumps.com/
21. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITIONS OF THE COMPANY
No material changes or commitments affecting the financial position of the Company have occurred between the end of the financial year to which the Company's financial statements relate and the date of the report.
22. LISTING INFORMATION
The Company's Shares are listed as follows:-
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Name of Stock Exchanges
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Stock Code/Symbol
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1. BSE Limited (BSE)
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531431
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PJ. Towers, Dalal Street, Mumbai-400001
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2. National Stock Exchange of India Limited (NSE)
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SHAKTIPUMP
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“Exchange Plaza”, Bandra Kurla Complex, Bandra (E), Mumbai - 400 051
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The Company has made all the compliances of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
23. LISTING FEES
The Company confirms that it has paid the annual listing fees for the financial year 2024-25 to the both National Stock Exchange of India Limited and BSE Limited.
24. CORPORATE SOCIAL RESPONSIBILTY
Pursuant to the provisions of the Section 135 of Companies Act, 2013, the Company has framed its Corporate Social Responsibility (CSR) policy for the development of programs and projects for the benefit of weaker sections of the Society and the same has been approved by CSR Committee and the Board of Directors of the Company.
CSR policy has been uploaded on the Company's website at www.shaktipumps.com.
Pursuant to requirements under section 135 and rules made there under a Report on CSR activities and initiatives taken during the year in prescribed format is annexed as Annexure IV which is annexed hereto and forms part of Board's Report.
25. RISK MANAGEMENT FRAMEWORK
The Company has a consistent, structured and defined continuous process for identifying, assessing, deciding on responses to and reporting on critical ‘risks that matter’. The Risk Management framework of the Company essentially comprises of two elements i.e. the process to identify, prioritise and manage risks adopting the value-based driver tree approach and risk mitigation action plan. The Risk Management framework applies to all business units, functions, geographies and departments within the Company. The Company recognises that the emerging and identified risks need to be managed and mitigated to-
• protect its shareholders and other stakeholder's interest,
• achieve its business objective and
• enable sustainable growth.
It compliments and does not replace other existing programs, such as those relating to emission, quality and compliance matters. Composition, frequency and quorum of meetings of the Risk Management Committee constituted by the Board is in compliance with Regulation 21 of the Listing Regulations. Roles, responsibilities and functions of the Committee have been defined by the Board. Terms of reference of the Committee, details of meetings held and attendance thereat are mentioned in the Corporate Governance Report, which forms part of this Report.
26. INTERNAL FINANCIAL CONTROL
The Company has a robust Internal Financial Control framework which is according to Section 134(5)(e) of the Companies Act, 2013. The Company's internal control systems are commensurate with the nature of its business, the size and complexity of its operations and such IFCs with reference to the Financial Statements are adequate. The Company has implemented robust processes to ensure that all IFCs are effectively working.
27. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED.
The Details of loans, guarantees or investments covered under the provision of Section 186 of the Companies Act, 2013 are given in the Note No. 5 to the Financial Statement.
28. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All related party transactions which were entered during the financial year were in the ordinary course of business and on an arm's length basis. There were no materially significant related party transactions entered by the Company with the Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interests of the Company.
A statement of all related party transactions is presented before the Audit Committee on quarterly basis, specifying the nature and value of transactions. Since all the related party transactions entered during the financial year were on an arm's length basis and in the ordinary course of business, no details are required to be provided in Form AOC-2 as prescribed under Section 134(3) (h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.
In line with the requirements of the Companies Act, 2013 and SEBI Listing Regulation 2015, the Board has approved a Policy on Related Party Transactions which is also available on Company's website at www. shaktipumps.com.
29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place a Policy on Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 and has constituted the Internal Complaints Committee to redress complaints received regarding sexual harassment. During the year, no complaint was received by the Company.
30. AUDITORS
• Statutory Auditors and their reports
In terms of provisions of Section 139 of the Act, M/s PGS & Associates., Chartered Accountants Mumbai (Firm Registration No.: 122384W) were re-appointed as the Statutory Auditors of the Company at the 26th Annual General Meeting (AGM) held on 29th September, 2021 to hold office till the conclusion of the 29th AGM of the Company. The Report given by M/s PGS & Associates, on the financial Statements of the company for the financial year 2023-2024 is part of this Annual Report. There has been no qualification, reservation, adverse remarks or disclaimers given by the Auditor in this Report.
As the two terms of M/s PGS & Associates, Chartered Accountant as the Statutory Auditors of the Company expires at the conclusion of 29th AGM, the Board of Directors at their meeting held on September 03, 2024 based on recommendation of the Audit Committee, has recommended to the Members, The appointment of M/s. Price Waterhouse Chartered Accountants LLP (Firm Registration No. 012754N/N500016), as Statutory Auditors of the Company for a term of 5 consecutive years commencing from the conclusion of the 29th AGM till the conclusion of 34th AGM. Accordingly, an Ordinary Resolution, proposing appointment of M/s. Price Waterhouse Chartered Accountants LLP as the Statutory Auditors of the Company for a term of 5 (Five) consecutive years pursuant to Section 139 of the Act, forms part of the Notice of the 29th AGM of the Company. The Company has received the written consent and a certificate that M/s. Price Waterhouse Chartered Accountants LLP satisfy the criteria provided under Section 141 of the Act and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed thereunder.
• Secretarial Auditor and their reports
The Board had appointed M. Maheshwari & Associates (FCS 5174), Practicing Company Secretary to carry out the Secretarial Audit for the financial year 2023-24.
The Secretarial Audit Report is annexed herewith Annexure V to this Report. This report is unqualified and self-explanatory and does not call for any further comments/explanations. The Secretarial Audit Report of material unlisted subsidiary company i.e. Shakti Energy Solutions Private Limited of the company is also annexed along with Annexure V.
• Cost Auditor and their reports
As per the requirement of Central Government and pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is required to appoint Cost Auditor for the audit of Cost Records of the Company.
The Board of Directors, on the recommendation of Audit Committee, approved the appointment and remuneration payable to M/s. M. P. Turakhia & Associates, Cost Accountant, as the Cost Auditors of the Company to audit the cost records for the financial year 2024-25. As per the statutory requirement, the requisite resolution for seeking members' approval for the remuneration payable to the Cost Auditor forms part of the Notice of the ensuing Annual General Meeting.
31. CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and 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 set out herewith as Annexure VI to this Report.
32. COMPLIANCE WITH SECRETARIAL STANDARD
Pursuant to Section 205 of the Act, the Company complies with the applicable Secretarial Standards as mandated by the Institute of Company Secretaries of India (‘ICSI’) to ensure compliance with all the applicable provisions read together with the relevant circulars issued by MCA during pandemic.
33. SIGNIFICANT AND MATERIAL ORDERS PASSED BY COURTS/ REGULATORS/ TRIBUNALS
The detail of significant order passed by the Securities Exchange Board of India is mentioned in the Corporate Governance Report. There is no corporate insolvency resolution process initiated under the Insolvency and Bankruptcy Code, 2016.
34. VIGIL MECHANISM
Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of the SEBI Listing Regulations, 2015, a Vigil Mechanism/Whistle Blower Policy for dealing with unethical behaviour actual or suspected fraud or violation of the Companies Code of Conducts or ethics policy, if any. The same is uploaded on the website of the Company i.e. https:// www.shaktipumps.com/policies programmes/vigil mechanism policy.php
35. APPRECIATION AND ACKNOWLEDGMENTS
Your Directors take this opportunity to thank and acknowledge with gratitude, the contributions made by the employees through their hard work, dedication, competence, commitment and co-operation towards the success of your Company and have been core to our existence that helped us to face all challenges.
Your Directors are also thankful for consistent cooperation and assistance received from its shareholders, investors, business associates, customers, vendors, bankers, regulatory and government authorities and showing their confidence in the Company.
For and on behalf of the Board of Directors Shakti Pumps (India) Limited
Dinesh Patidar
Place: Indore Chairman
Dated: September 03, 2024 DIN:-00549552
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