AFFLUENCE

DIRECTORS' REPORT

CARRARO INDIA PRIVATE LIMITED

FOR FINANCIAL YEAR ENDED 31ST MARCH 2023

Board of Directors*:

Enrico Elio Gomiero Director 00588074
Tomaso Mario Carraro Director 00592312

Balaji Gopalan Managing Director 07108093

Sudhendra Sharad Mannikar Whole-Time Director & COO 07483321

 
*The details mentioned in reference to Section 158 of Companies Act 2013. The above are details as on 31st March 2023. 

Directors' Report

To the Members,
The Directors hereby present before you the Twenty-Sixth Annual Report of Carraro India Private Limited together with audited Annual Financial Statements for the year ended 31st March, 2023.

1. Financial Results:

The performance during the period ended March 31, 2023 has been as under:

Particulars As on 31st March 2023
(? in Lakhs) As on 31st March 2022
(? in Lakhs)
Revenue from Operations (A) 1,71,147 1,50,037
Other Income (B) 349 318
Total Income (A+B) 1,71,496 1,50,354
Expenses (1,59,448) (1,43,021)
Profit before Interest, Depreciation, Amortization & Tax (EBITDA) 12,048 7,333
Finance charges (1,922) (1,550)
Depreciation (3,768) (3,429)
Profit before Tax (PBT) 6,359 2,354
Provision for Tax 1,664 649
Profit after Tax (PAT) 4,695 1,705

2. Transfer to Reserves:
The Company has not transferred any amount to Reserves.

3. Dividend:
A dividend amounting to ?5,00,00,000/- was paid to the Equity shareholders for the financial year ended 2022.
The Board of Directors have recommended a gross final dividend of ?22,00,00,000 (Rupees Twenty-two crores) for the financial year ended 31st March 2023.

4. Unpaid Dividend and transfer to IEPF Account:
The declared divided was duly paid by the Company with the statutory timeline. The Company was not required to transfer any money to the IEPF fund.
 

5. (i) Operations:
There is no change in the main objects or business of the company for the financial year under review.
           
(ii) State of Company Affairs:
The Company earned a revenue of ?1,685 crores for the financial year ended 2022-23. The profit of the Company increased from ?17.05 crores in the previous financial year to ?46.95 crores in the current financial year. The India plant was the 2nd highest revenue generating plant for Carraro Group for the financial year. The Board is working towards maintaining the momentum in the current year.

6. Details of Subsidiaries, Joint Ventures or Associate Companies:
The Company did not have any subsidiary, joint venture or associate companies during the year under review.

7. Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the Financial Year of the company to which the Financial Statements relate and the date of the report:

There have been no material changes and commitments affecting the financial position of the company since 1st April 2023 till the date of this report.

8. Internal Financial Controls:
The Company has placed efficient and adequate internal financial controls with reference to the financial statements. During the year, the controls have tested and no material weakness was reported or noticed. 

9. Directors and Key Managerial Personnel (KMP):

a)  Board of Directors:
The following are the Directors on the Board of the Company. There has been no change in the Board of Directors in the year under review:

Name DIN Designation
Tomaso Carraro 00592312 Non-Executive Director
Enrico Gomiero 00588074 Non-Executive Director
Balaji Gopalan 07108093 Managing Director
Sudhendra Mannikar 07483321 Whole-Time Director & COO

b) Appointment or Resignation of Key Managerial Personnel:
The Company is required to appoint Company Secretary as per the provisions of Section 203 of Companies Act 2013. The following were the Key Managerial Personnel:

(i) Ms. Rakhi Makhloga, Company Secretary, of the Company resigned from the post with effect from 12th January 2023.
(ii) Ms. Jui Bhargave was appointed as the Company Secretary of the Company with effect from 03rd April 2023.
(iii) Mr. Davide Grossi was appointed as the Chief Financial Officer of the Company with effect from 01st February 2023.

c) Meetings of the Board of Directors and the Board Committees:
I. Board of Directors
9 meetings were held during the year under review. The details of the attendance of the Directors and the meeting dates are illustrated in the table below:
Name of the Director Nos. of Board Meeting attended in the FY 2022-23 Whether attended the last AGM held on 30th September 2023 Date-wise Attendance
   2nd May'22 9th May'22 9th Jun'22 14th Jul'22 24th Sep'22 27th Sep'22 16th Nov'22 12th Jan'23 8th Feb'23
Balaji Gopalan 9 Yes P P P
 P P P P P P
Tomaso Carraro 2 No P Ab Ab P Ab Ab Ab Ab Ab
Enrico Gomiero 1 No Ab Ab Ab P Ab Ab Ab Ab Ab
Sudhendra Mannikar 9 Yes P P P P P P P P P

II. CSR Committee:
Details of the CSR Committee meetings have been covered in detail in Annexure - B to this report.

10.  Directors' Responsibility Statement:
Pursuant to the requirement of section 134(3)(c) of the Companies Act, 2013, the Directors state that:
a. in the preparation of the Annual Accounts for the year ended 31st March 2023, the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any;
 

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 the end of the financial year and of the profit of the Company for the period;

c. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act 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 have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

11. Development and Implementation of Risk Management Policy:
A formal policy pertaining to Risk Management System is being designed; however, the Management has identified certain risks encompassing various business and non-business activities carried out in the Company. The Company has also put in place an adequate and effective risk reporting system and man power for the purposes of the identified risks. The risk mitigation plan has also been chalked out in a detailed response and action mechanism in case a particular risk arises. In the opinion of the Board, there are no such risks which would threaten the existence of the Company.

The company has been addressing various risks impacting the company and the policy of the company on risk management is provided as required under the provisions of Section 134 (3) (n) as under:

Opportunities and Threats: Nil
Risk and Concerns: Nil

12. Deposits:
The Company has not accepted any deposits under the provisions of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 as amended.

13.  Particulars of Loans, Guarantees and Investments:
The Company has not given any loans or guarantees or security or made any investment as contemplated under section 186 of the Companies Act 2013 during the financial year.

14. Particulars of Related Party Transactions:
The Company had transactions with Related Parties as defined in Section 2(76) of the Companies Act 2013. These transactions were in the ordinary course of business and at Arm's length and none of Directors or Key Managerial Personnel were interested in the same. Since there was no material related party transactions, AOC-2 has not been attached.

The Board of Directors are currently looking to enter into a material related party transaction with the Ultimate Parent Company i.e. Carraro SPA for the purchase of Intellectual Property in the form of designs. The transaction is expected to be completed post the shareholder's approval in the upcoming Annual General Meeting.
 
15. Loans from Directors and their Relatives:
The Company has not taken any loans from Directors or their relatives during the financial year under review.

16. Corporate Social Responsibility (CSR):
The Board has proposed to re-constitute the CSR Committee. The Company has spent the mandatory CSR expenditure amount as per the CSR Policy. The details of CSR are mentioned in Annexure - B

17. Secretarial Audit:
The provisions of Section 204 and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are applicable to the Company. The details about the Auditor and the Audit Report are mentioned in Point No. 17 of this report.           

18. Maintenance of Cost Records:
The Company is required to maintain and audit Cost Records as per the provisions of Section 148 of the Companies Act, 2013. The details about the Auditor and the Audit Report are mentioned in Point No. 17 of this report.

19. Auditors: 
a. Statutory Auditors:
The Company at its Twenty Fourth Annual General Meeting held on 25th November, 2021 had appointed M/s Deloitte Haskins & Sells LLP, having Firm Registration Number 117366W/W-100018, to act as the Statutory Auditors of the Company for a period of 5 years.

b. Cost Auditor:
The company had appointed M/s Adawadkar Deshmukh & Associates, Cost Accountant, as cost auditors pursuant to the provisions of section 148 of the Companies Act, 2013.  The resolution for approval of their remuneration is proposed in the Notice calling this Annual General Meeting.

c. Secretarial Auditors:
The Company has appointed M/s. Lawgical Compliance Solutions Private Limited in association with CS Chaitanya Jogdeo & Associates; Company Secretaries in practice to undertake the Secretarial Audit of the
Company. The Secretarial Audit report in the prescribed Form MR-3 is
annexed herewith as Annexure - C of this report
 

20. Board's Comments:
(i) On Statutory Auditor's Report:
The Statutory Auditors have issued their opinion in their report. The reporting required under Section 143(3), the auditors have made an observation for point no. (b) for daily backup of the books of accounts maintained in electronic format. Below are the details of the same:

Auditor opinion:
In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books, except for keeping backup on daily basis of such books of accounts maintained in electronic mode, in a server, physically located in India.

Directors' Comment:
As per the MCA notification dated August 05, 2022, the Central Government has notified the Companies (Accounts) Fourth Amendment Rules, 2022. As per the amended rules, the Companies are required to maintain back-up of the books of account and other relevant books and papers in electronic mode that should be accessible in India at all the time. Also, the Companies are required to create backup of accounts on servers physically located in India on a daily basis.

The books of account along with other relevant records and papers of the Company are maintained in electronic mode. These are readily accessible in India at all times and currently a backup is maintained on a server located outside India. The Company is in the process of complying with the requirement of maintaining server(s) physically located in India for back-up of books of account and other relevant books and papers, on a daily basis, pursuant to the amendment.

Other than the above rest of the report is clean and self-explanatory.         
(ii) On Secretarial Auditor's Report:
There Secretarial Audit report issued by the Secretarial Auditor does not require any clarifications. The report is clean and self-explanatory.

(iii) On Cost Auditor's Report:
The Cost Audit report issued by the Cost Auditor does not require any clarification. The report is clean and self-explanatory.

21. Frauds reported by Auditor under Section 143(12), other than those which are reportable to the Central Government:
There were no frauds reported by the Auditors for the financial year under review.

22. Details of Significant and Material Orders passed by Regulators or Courts or Tribunals impacting the going concern status and company's operations in future:
There were no instances during the year attracting the provisions of Rule 8 (5) (vii) of the Companies (Accounts) Rules, 2014.
 

23. Vigil Mechanism:
In pursuance to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism (under the Whistle Blower Policy) for directors and employees to report genuine concerns has been established. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns.

24. Issue of Equity Shares with Differential Rights, Sweat Equity Shares, Employee Stock Option Scheme, Private Placement, Rights Issue, etc:
The Company has not issued any shares during the year under review.
 
25. Compliance with the Secretarial Standards:
The Company has complied with the Secretarial Standards as issued and amended by the Institute of Company secretaries of India (ICSI), to the extent applicable, for the financial year under review.

26. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:
The Company has in place an Anti - Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complain Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the financial year 2022-23: -
Number of Complaints disposed off Nil
Number of Complaints received Nil

27. Acknowledgement:
Directors take this opportunity to express their sincere appreciation for the services rendered by the Company's Bankers, Consultants and Advisors, Material Suppliers, Customers and Shareholders for their continued support and guidance. The Directors wish to place on record their appreciation for the dedicated efforts put in by the Employees of the Company at all levels.

For and on behalf of Carraro India Private Limited

Dr. Balaji Gopalan  Mr. Sudhendra Mannikar
Managing Director  Whole-Time Director & COO
DIN: 07108093                DIN: 07483321
Address: C 2/ 5 (16) Kumar Palmsrings Society, Nibm, Corinthian Club Road, Near Palace Orchard Society, Undri,
Pune- 411060 Address: Flat No 711, Iris-1, Clover Acropolis, Viman Nagar, Pune- 411014

Date: 21st September 2023
Place: Pune
 
Annexure- A
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
for the year ended 31st March 2023

A. Conservation of Energy and Technology Absorption:
Information required under section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given herein below:

CONSERVATION OF ENERGY
Steps taken or impact on conservation of energy. Continuing on the lines of previous year, the company continues to identify and implement various activities like Solar, LED, and Replacement of compressors.
Program in place - Saved 40000 Kwh in year 2022-23
Steps taken by the company for utilizing alternate sources of energy. The Company uses, so far as possible, natural source of light in place of electrified lighting.
Solar Power Project has been initiated - Power generation expected to begin from Q1 of 2024
Capital investment on energy conservation equipment.                                                ? 30,00,000 - Various Projects
TECHNOLOGY ABSORPTION
Efforts made towards technology absorption.
 Your Company has already set up its Technology and Engineering Department in a limited way to constantly absorb product, process, up-gradation and innovation as developed by Carraro DriveTech SpA, Italy. Technology experts from HQ and internal experts work on the drawings & process of assembly & testing the new products. Concept designs of tooling & equipment.
Benefits derived like product improvement, cost reduction, product development or import substitution The above efforts have resulted in benefits like meeting the quality, cost and delivery targets and product development which has always been the motto of Carraro India.
In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year)
Details of technology imported 1. Kitamura HMC (500 mm Pallet)
2. Kitamura HMC (800 mm Pallet)
3. Hob Resharpening & Inspection machine
4. Kitamura HMC (800 mm Pallet)
5. DMG Mori HMC(630 mm Pallet)
6. DMG Mori HMC(630 mm Pallet)
7. Gear Grinding machine
8. Rockwell Hardness Tester
9. Mazak HMC (630 mm Pallet)
10. Mazak HMC (630 mm Pallet)
Year of import 2021, 2022 & 2023 (bought over the last 3 years)
Whether the technology has been fully absorbed Yes
If not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and -
Expenditure incurred on research & development NIL

B. Foreign Exchange Earnings & Outgo:                                         
Foreign exchange earned in terms of actual inflows during the year and the foreign exchange outgo during the year in terms of actual outflows.
Particulars
 2022-23
(? in Lakhs) 2021-22
(? in Lakhs)
Foreign Exchange Earnings 64,876 55,342
CIF Value of Imports 32,057 32,162
Expenditure in Foreign  Currency 6,758 8,342

      For and on behalf of Carraro India Private Limited

Dr. Balaji Gopalan  Mr. Sudhendra Mannikar
Managing Director  Whole-Time Director & COO
DIN: 07108093                DIN: 07483321
Address: C 2/ 5 (16) Kumar Palmsrings Society, Nibm, Corinthian Club Road, Near Palace Orchard Society, Undri,
Pune- 411060 Address: Flat No 711, Iris-1, Clover Acropolis, Viman Nagar, Pune- 411014

Date: 21st September 2023
Place: Pune

Annexure-B
Annual Report on CSR Activities
for the Financial Year ended 31st March 2023

Sr. No Particulars Disclosures
1 A brief outline of the company's CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs.
  Brief Outline:

Carraro India Private Limited is a private limited company committed to high degree of corporate governance. It has adopted policies on vision, mission and values in strong adherence to the core principles of corporate governance.

Programs and initiatives to be undertaken:
? The company will focus primarily on the following programs to be conceived and implemented in its neighborhood as well as other parts of the Country.
? Promotion of Education & skill development program, including support to Girl child.
? Undertaking Rural Development Projects.
? Undertaking Health Care program to promote awareness on Health & Hygiene.
? Promotion of National & Rural Sports
? Promoting the culture of adherence to traffic discipline and Road safety awareness.
? Working on environment.
? Contributing to the Prime Minister's National Relief Fund or any other such fund set up by the Government.
? Contribution to Central and State Projects and Funds meeting CSR criterion.

2 Web- Link The Company does not have a website. Therefore, no web link is available.
3 Average net profit of the company for last three financial years ?15,01,23,808.23/- (Indian Rupees fifteen crores One lakh Twenty Three thousand Eight Hundred Eight and Twenty Three Paisa)
4 Prescribed CSR Expenditure (Two per cent of the amount as in item 3 above). ?30,02,476.17/- (Indian Rupees Thirty Lakhs Two Thousand Four Hundred Seventy Six and Seventeen Paisa)
5 Details of CSR spent during the financial year 2022-23
(a) Total amount to be spent for the financial year ?30,02,476.17/- (Indian Rupees Thirty Lakhs Two Thousand Four Hundred Seventy Six and Seventeen Paisa)
(b) Amount unspent, if any NIL

(c) Manner in which the amount spent during the financial year a) Rural Development & Infrastructure:

Through the CSR, the company built a crematorium shed for the cremation rituals. The Company spent an amount of ?5,00,000/- (Indian Rupees Five Lakhs) on building of the shed. This construction added quality to the rituals followed by the local people honoring their deceased near and dear one's while enabling a hygienic option of such rituals.

b) Rural Development Project:

The Company has spent an amount of ?10,00,000/- (Indian Rupees Ten Lakhs) as a donation to a trust that works for Destitute mothers. The funds were utilized for the building of an old age home for the re-habilitation and support of such destitute mothers. Through this project an initiative was taken to support the un-certain future of old women and make them safe and secured in their sunset years.

c) Education and Employment opportunity for Rural Youth:

In order to develop skills and make the rural youth employment ready, a special NATS apprenticeship programme was introduced. There the young people were trained with the necessary industry skills. Some were absorbed directly in the company providing them immediate employment. While the others who were trained to work on the factory floor were able to find employment elsewhere. A total of ?15,02,500/- (Indian Rupees Fifteen lakhs Two thousand Five hundred only).

6 In case the company has failed to spend the two percent of the average net profit of the last three financial years or any other part thereof, the company shall provide the reasons for not spending the amount in its Board report.
 NOT APPLICABLE

7 A responsibility statement of the CSR Committee that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the company.
 We hereby state that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the company:

Sd/-
Tomaso Carraro
 
Sd/-
Sudhendra Mannikar 
Sd/-
Balaji Gopalan 
Sd/-
Davide Grossi 

Table showing Manner in which the amount spent during the financial year is detailed below:
(1) (2) (3) (4) (5) (6) (7)
S. No. CSR project or activity identified Sector in which the project is covered Projects or programs
(1) Local area or other
(2) Specify the state  Amount outlay (budget) project or programs wise Amount spent on the projects or programs
Sub-heads:
(1) Direct expenditure         on projects
(2) Over-heads: Amount spent Direct or through implementing agency*
1. Construction of crematorium shed Rural Development & Infrastructure
 Local Area 5,00,000             The entire allocated amount was a direct expense with very negligible overhead costs Spent Directly
2. Old Age home for destitute mothers (Matoshree Seva Trust)   Rural Development Project Local Areas 10,00,000
 The entire allocated amount was a direct expense with very negligible overhead costs  Spent Directly
3. NATS apprenticeship Education & Employment for Rural youth Local Areas 15,02,500 The entire allocated amount was a direct expense with very negligible overhead costs Spent Directly

CSR Committee Composition:

The CSR committee is duly constituted as per the Section 135 of the Companies Act 2013 and the Companies (Corporate Social Responsibility) Rules, 2014. The current composition of the committee is as follows:

1.  Tomaso Carraro
2.  Balaji Gopalan
3.  Sudhendra Mannikar
4.  Andrea Zaniboni
5.  Davide Grossi
6.  Rakhi Makhloga

The Board has undertaken to re-constitute the committee and put up a revised CSR procedure in place for a transparent and effective implementation of the CSR expenditure. The proposed re-constitution is as follows:
Sr. No Name of the Member Designation
1.  Balaji Gopalan Chairman
2.  Tomaso Carraro Member
3.  Enrico Gomiero Member
4.  Sudhendra Mannikar Member

Meetings of the CSR Committee:

Total of 2 meetings were held during the financial year 2022-23. The attendance of the Committee and the details are as follows:

Sr.No Name of the Members of the Committee Date of Meetings
  02nd May 2022 15th March 2023
1 Tomaso Carraro P Ab
2 Balaji Gopalan P P
3 Sudhendra Mannikar P P
4 Andrea Zaniboni Ab Ab
5 Davide Grossi P Ab
6 Rakhi Makhloga* P Na

 *Rakhi Makhloga ceased to hold the office w.e.f. 12th January 2023

The Company earned a revenue of INR1,685 crores for the financial year ended 2022-23. The profit of the Company increased from INR17.05 crores in the previous financial year to ?46.95 crores in the current financial year. The India plant was the 2nd highest revenue generating plant for Carraro Group for the financial year. The Board is working towards maintaining the momentum in the current year.

CONSERVATION OF ENERGY Steps taken or impact on conservation of energy. Continuing on the lines of previous year, the company continues to identify and implement various activities like Solar, LED, and Replacement of compressors. Program in place - Saved 40000 Kwh in year 2022-23 Steps taken by the company for utilizing alternate sources of energy. The Company uses, so far as possible, natural source of light in place of electrified lighting. Solar Power Project has been initiated - Power generation expected to begin from Q1 of 2024 Capital investment on energy conservation equipment. ? 30,00,000 - Various Projects CONSERVATION OF ENERGY Steps taken or impact on conservation of energy. Continuing on the lines of previous year, the company continues to identify and implement various activities like Solar, LED, and Replacement of compressors. Program in place - Saved 40000 Kwh in year 2022-23 Steps taken by the company for utilizing alternate sources of energy. The Company uses, so far as possible, natural source of light in place of electrified lighting. Solar Power Project has been initiated - Power generation expected to begin from Q1 of 2024 Capital investment on energy conservation equipment. ? 30,00,000 - Various Projects

TECHNOLOGY ABSORPTION Efforts made towards technology absorption. Your Company has already set up its Technology and Engineering Department in a limited way to constantly absorb product, process, up-gradation and innovation as developed by Carraro DriveTech SpA, Italy. Technology experts from HQ and internal experts work on the drawings & process of assembly & testing the new products. Concept designs of tooling & equipment. Benefits derived like product improvement, cost reduction, product development or import substitution The above efforts have resulted in benefits like meeting the quality, cost and delivery targets and product development which has always been the motto of Carraro India. In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year) Details of technology imported 1. Kitamura HMC (500 mm Pallet) 2. Kitamura HMC (800 mm Pallet) 3. Hob Resharpening & Inspection machine 4. Kitamura HMC (800 mm Pallet) 5. DMG Mori HMC(630 mm Pallet) 6. DMG Mori HMC(630 mm Pallet) 7. Gear Grinding machine 8. Rockwell Hardness Tester 9. Mazak HMC (630 mm Pallet) 10. Mazak HMC (630 mm Pallet) Year of import 2021, 2022 & 2023 (bought over the last 3 years) Whether the technology has been fully absorbed Yes If not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and - Expenditure incurred on research & development NIL

Foreign Exchange Earnings & Outgo: Foreign exchange earned in terms of actual inflows during the year and the foreign exchange outgo during the year in terms of actual outflows. Particulars 2022-23 (? in Lakhs) 2021-22 (? in Lakhs) Foreign Exchange Earnings 64,876 55,342 CIF Value of Imports 32,057 32,162 Expenditure in Foreign Currency 6,758 8,342

Pursuant to the requirement of section 134(3)(c) of the Companies Act, 2013, the Directors state that: a. in the preparation of the Annual Accounts for the year ended 31st March 2023, the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any; 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 the end of the financial year and of the profit of the Company for the period; c. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act 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 have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.