Annual Report: 2024
The document is a notice and director's report for the 20th Annual General Meeting (AGM) of Spray Engineering Devices Limited, scheduled for Monday, September 30, 2024, at 12:30 P.M. via video conferencing. It outlines the ordinary and special business to be transacted during the meeting.
Ordinary Business:
Adoption of Audited Standalone and Consolidated Financial Statements: The AGM will consider and adopt the audited financial statements for the year ending March 31, 2024, including reports from the Board of Directors and Auditors.
Appointment of Mr. Prateek Verma (DIN: 00024740) as Director, Liable to Retire by Rotation: Prateek Verma, who is retiring by rotation, is seeking reappointment.
Special Business:
Ratification of Remuneration of Cost Auditors: The meeting will ratify the remuneration of Cost Auditors for the financial year 2024-25, which is set at Rs. 50,000 plus applicable taxes and out-of-pocket expenses, payable to M/s Balwinder & Associates, Cost Accountants (Firm Registration No. 000201).
Re-appointment of Mr. Vivek Verma as the Managing Director: Mr. Vivek Verma will be considered for re-appointment as Managing Director for another 5 years from July 1, 2024, to June 30, 2029, at a remuneration of Rs. 72,00,000 per annum, fixed for 3 years until June 30, 2027. Mr. Verma satisfies the conditions for reappointment and is not disqualified under the Companies Act.
Re-appointment of Mr. Prateek Verma as the Whole Time Director: Mr. Prateek Verma will be considered for re-appointment as Whole Time Director for another 5 years from July 1, 2024, to June 30, 2029, at a remuneration of Rs. 66,00,000 per annum, fixed for 3 years until June 30, 2027. Mr. Verma satisfies the conditions for re-appointment and is not disqualified under the Companies Act.
Additional Information:
Explanatory Statements for Special Business provides more details on the re-appointment of Mr. Vivek Verma and Mr. Prateek Verma including their background, financial performance indicators and comparative remuneration profiles. The commercial production started initially w.e.f 1995, in the name of the firms namely Spray Engineering Devices & C&C Systems, two partnership firms, both owned by Mr. Vivek Verma along with his brother Mr. Prateek Verma (an Engineer by profession). The status of Partnership firms got converted into public limited company on 08th November 2004.
Director's Report for the financial year ended March 31, 2024, includes financial performance details, operational highlights, and information on corporate social responsibility, energy conservation, and risk management.
Financial Performance: The total revenue of the company increased from Rs. 3,940.58 million to Rs. 5,477.68 million. The total revenue consists of sale of Sugar Machinery and its parts and sale of Low Temperature Evaporator/MVR and its parts.
Operations: The turnover increased from Rs. 3,940.58 million to Rs. 5,477.68 million due to the successful execution of "Sale of Sugar Machineries & their parts" and "Low Temperature Evaporator/MVR and its parts" projects.
Subsidiary and Associate Companies:
Other Key points from Director's Report:
Statutory Auditors and Secretarial Auditors: The statutory audit was conducted by M/s Ashwani K. Gupta & Associates, and the secretarial audit by M/s Brij Agnihotri & Associates. There were no qualifications, reservations or adverse remarks in their reports. The audit reports were included as annexures.
A Secretarial Audit Report was provided, stating that the company complied with the provisions of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Risk Management: The company has a Risk Management Committee to identify and mitigate risks.
Outstanding Loans and Investments: The company has granted interest-free unsecured loans to its wholly-owned subsidiary for General Corporate Purpose during last years.
Directors and Key Managerial Personnel are named, with DIN numbers and appointment dates provided. Mr. Prateek Verma is eligible for reappointment as per the requirements of the Companies Act.
Financial Highlights from the Financial Statements: Various financial metrics including revenue, profit, assets, liabilities and other financial data are presented from the standalone and consolidated balance sheets as of 31 March 2024, 31 March 2023 and 01 April 2022. The company also detailed the material accounting policies adopted, providing further clarity and transparency.
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