Faze Three Ltd
Directors Reports
FOR THE FINANCIAL YEAR ENDED MARCH 31, 2023
To,
The members of
Faze Three Limited
The Board of Directors are pleased to present the 38th Annual Report of your
Company containing the business performance and the Audited Financial Statements for the
year ended on March 31, 2023.
1. FINANCIAL PERFORMANCE (STANDALONE & CONSOLIDATED)
(INR in Crores)
| Particulars |
For the Year ended 31.03.2023 |
For the Year ended 31.03.2023 |
For the Year ended 31.03.2022 |
For the Year ended 31.03.2022 |
|
(Standalone) |
(Consolidated) |
(Standalone) |
(Consolidated) |
| Revenue from Operations |
547.92 |
558.18 |
505.01 |
504.46 |
| Other Income |
5.57 |
5.58 |
6.98 |
6.98 |
| Total Income |
553.49 |
563.76 |
511.99 |
511.44 |
| Profit before tax |
76.71 |
77.62 |
71.39 |
71.40 |
| Provision for taxation (incl. deferred tax) |
19.27 |
19.32 |
20.32 |
20.32 |
| Profit for the year |
57.44 |
58.30 |
51.07 |
51.08 |
| Other comprehensive income for the year |
(0.16) |
(0.63) |
1.23 |
1.00 |
| Total comprehensive income for the year |
57.28 |
57.67 |
52.30 |
52.08 |
The standalone and consolidated financial statements for the financial year ended March
31, 2023, forming part of this Annual Report, have been prepared in accordance with the
Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs.
2. KEY HIGHLIGHTS OF THE FINANCIAL PERFORMANCE/ STATE OF THE COMPANY'S AFFAIRS
During the year under review, the Company achieved consolidated revenue from operations
of INR 558.18 Crores as against INR 504.46 Crores in the previous year.
The total Standalone Income for the Quarter ended (QE) March 31, 2023 stood at INR
134.34 Crores versus INR 157.06 Crores for QE March 2022.
The Company's Standalone Net Profit after Tax (NPAT) for year ended March 31, 2023
stood at INR 57.44 Crores versus INR 51.07 Crores for year ended March 31, 2022, depicting
a growth of 12% y-o-y basis and the Consolidated NPAT for year ended March 31, 2023 stood
at INR 58.30 Crores as against NPAT of INR 51.08 Crores for year ended March 31, 2022.
3. DIVIDEND
During the year under review, the Board of Directors had declared an Interim Dividend
for the Financial year 2022-23, on May 27, 2022 of INR 0.50 (Fifty Paise) per Equity Share
(i.e. 5%) of the face value of INR 10/- each.
The Board of Directors have decided to retain the resources to fuel the growth and
objectives of the Company and therefore do not recommend dividend for the financial year
ended March 31, 2023. The Directors are confident to derive optimum utilization out of the
same, which shall be in the best interest of the stakeholders.
4. SHARE CAPITAL
The Authorised Share Capital of the Company is INR 26,00,00,000/- divided into
2,60,00,000 equity shares of face value of INR 10/- each. The paid-up share capital of the
Company is INR 24,31,90,000/- divided into 2,43,19,000 equity shares of face value of INR
10/- each.
During the F.Y. 2022-23 there was no change in the share capital of the Company.
5. LISTING OF EQUITY SHARES ON NATIONAL STOCK EXCHANGE OF INDIA
The equity shares of the Company are listed on the Main Board of National Stock
Exchange of India Limited (NSE), with effect from the trading hours of Friday, November
18, 2022. Your Company is now Listed on both Major Stock Exchanges in India i.e., NSE and
BSE Limited.
6. RESERVES
There were no appropriations to reserves/ general reserves during the year under
review. The closing balance of the retained earnings of the Company for the FY 2022-23 is
Rs. 135.46 Crores.
7. DEPOSITS/ LOANS FROM DIRECTORS
The Company has not accepted any deposits from the public falling within the ambit of
Section 73 and 76 of the Companies Act, 2013 ("the Act") and the Companies
(Acceptance of Deposits) Rules, 2014, or under Chapter V of the Act. The Company has not
accepted any deposit or any loan from the directors during the year under review.
8. SUBSIDIARY OR ASSOCIATE OR JOINT VENTURECOMPANY
The Company has two wholly owned subsidiaries as on March 31, 2023, namely:
i. Faze Three US LLC
The Company has a wholly owned subsidiary (WOS) in USA viz. Faze Three US LLC which is
a front office of the Company in USA and is actively engaged in sourcing local business
within USA for supplying the Company's range of products to stores/ retailers.
The Total Income of WOS for FY 2022-23 stood at USD 1.84 MN vs USD 1.37 MN for FY
2021-22. The PAT for FY 2022-23 stood at USD 0.039 MN as against PBT USD 0.004 MN during
previous year.
ii. Mats and More Private Limited
The Company has a wholly owned subsidiary (WOS) incorporated in India viz. Mats and
More Private Limited. The WOS is engaged in the business of manufacturing, import, export
and dealing in patio mats, floor covering, indoor and outdoor furnishing products
including other furnishing products.
The Total Income of WOS for FY 2022-23 stood at INR 2.62 Crores. The PBT for FY 2022-23
stood at INR 0.05 Crores.
Pursuant to the provisions of Section 129(3) of the Act, a statement containing salient
features of financial statements of the WOS in Form AOC-1 forms part of this Annual
Report. Copies of the financial statements of the subsidiary companies are available on
the Company's website at https://www.fazethree.com/financial-result/.
During the period under review, no company has become or ceased to be Subsidiary,
Associate or Joint Venture of the Company.
9. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 134(3)(c) of the Act, with respect to the
Director's Responsibility Statement, the Directors hereby confirm that:
(i) in the preparation of the Annual Financial Statements for the year ended March 31,
2023, the applicable accounting standards have been followed along with proper explanation
relating to material departures, if any;
(ii) such accounting policies as mentioned in Notes to Financial Statements have been
selected and applied consistently and judgements and estimates have been made that are
reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company as at March 31, 2023 and of the Profit of the Company for the year ended on that
date;
(iii) proper and sufficient care have been taken 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;
(iv) the Annual Financial Statements have been prepared on a going concern basis;
(v) proper internal financial controls were in place and that the financial controls
were adequate and were operating effectively;
(vi) proper systems to ensure compliance with the provisions of all applicable laws
were in place and that such systems were adequate and operating effectively.
10. NUMBER OF MEETINGS OF THE BOARD AND ITS COMMITTEES
The Board and Committees of the Board meets at regular intervals to discuss and decide
on Company/ Business policy and strategy apart from other Board business. In case of a
urgent business need, where the meeting of the Board of Directors is not envisaged, the
Board's approval is taken by passing resolutions by circulation, as permitted by law,
which are noted and confirmed in the subsequent Board Meeting.
The details of number of Board and Committee meetings of the Company are set out in the
Corporate Governance Report, which forms part of this Report.
11. CHANGES IN DIRECTORS AND/ OR KEY MANAGERIAL PERSONNEL
In accordance with Section 152 of the Act, Mr. Sanjay Anand, Whole Time Director (DIN:
01367853) is liable to retire by rotation and being eligible has offered himself for
re-appointment. The Board recommends his re-appointment to the shareholders at the ensuing
Annual General Meeting.
During the year under review following changes took place in the position of
Directorship and Key Managerial Personnel:
i. Mr. James Barry Leonard (DIN: 09744803) and Mr. Chuji Kondo (09744760) were
appointed as the Non-Executive Independent Directors of the Company, for the period of
five consecutive years with effect from October 05, 2022;
ii. Mr. Kartik Jethwa (DIN: 08587759) resigned as the Non-Executive Independent
Director of the Company with effect from October 05, 2022, due to personal reasons;
iii. Mr. Nikhil Daga was appointed as the Company Secretary & Compliance Officer of
the Company with effect from September 15, 2022 in place of Mr. Akram Sati who resigned
from the position of Company Secretary & Compliance Officer with effect from the
closure of business hours of August 31, 2022;
iv. Ms. Samruddhi Varadkar was appointed as the Company Secretary & Compliance
Officer of the Company with effect from February 03, 2023 in place of Mr. Nikhil Daga who
resigned from the position of Company Secretary & Compliance Officer with effect from
the closure of business hours of February 02, 2023.
There was no other change in the composition of the Board of Directors, Key Managerial
Personnel and the Board Committees during the year under review.
Following are the Key Managerial Personnel as on March 31, 2023:
| Mr. Ajay Anand |
: Managing Director |
| Mr. Sanjay Anand |
: Whole-time Director |
| Mr. Ankit Madhwani |
: Chief Financial Officer |
| Ms. Samruddhi Varadkar |
: Company Secretary & Compliance Officer |
The Company has complied with the requirements of having Key Managerial Personnel as
per the provisions of Section 203 of the Act.
12. PERFORMANCE EVALUATION OF BOARD
Pursuant to Section 178 of the Act read with Schedule IV thereto and Regulation 17 of
the Securities and Exchange Board of India ("SEBI") (Listing Obligations and
Disclosure Requirements), Regulations 2015 ("Listing Regulations"), a formal
evaluation of Board's performance and that of its Committees and individual directors has
been carried out by the Board.
The evaluation of all the directors including independent directors was carried out by
the entire Board, except for the director being evaluated. The performance is evaluated
after seeking inputs from all the Directors on the basis of the criteria such as the Board
composition and structure, experience and competencies, attendance, effectiveness of board
processes, information and functioning, independent approach, etc. The above criteria are
broadly based on the Guidance Note on Board Evaluation issued by the SEBI on January 05,
2017.
The performance of the Committees was evaluated by the Board after seeking inputs from
the committee members on the basis of the criteria such as the composition of committees,
attendance of the members, recommendations to the Board and their implementation,
effectiveness of committee meetings, etc.
The Independent Directors at their meeting held on September 16, 2022 evaluated the
performance of the Non-Independent Directors and the Board as a whole, the Chairman of the
Board after considering the views of other Directors and assessed the quality, quantity
and timeliness of flow of information between the Company management and the Board that is
necessary for the Board to effectively and reasonably perform their duties.
The Board of Directors expressed their satisfaction to the outcome of the aforesaid
evaluations.
13. DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors have submitted requisite declarations confirming that they
(i) meet the criteria of independence as prescribed under Section 149(6) of the Act and
Regulation 16(1)(b) of the Listing Regulations and are independent; (ii) have complied
with the Code of Conduct laid down under Schedule IV of the Act and (iii) they have
registered themselves with the Independent Director's Database maintained by the Indian
Institute of Corporate Affairs.
During the year under review, Mr. James Barry Leonard (DIN: 09744803) and Mr. Chuji
Kondo (09744760) were appointed as the Non-Executive Independent Directors of the Company,
for the period of five consecutive years with effect from October 05, 2022. In the opinion
of the Board, Mr. Leonard and Mr. Kondo, hold the highest standards of integrity and
possess requisite expertise and experience required to fulfill their duties as Independent
Directors. Further, the Independent Directors would appear for the online proficiency test
which is conducted by Indian Institute of Corporate Affairs, within the timeline
prescribed under Rule 6 of The Companies (Appointment and Qualifications of Directors)
Rules, 2014.
14. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS
The Board members are provided with necessary documents, reports and internal policies
to enable them to familiarise with the Company's procedures and practices.
Pursuant to the SEBI regulations, the Company organises Familiarization Programme
periodically for the Independent Directors, with a view to familiarize them with their
role, rights and responsibilities in the Company, nature of industry in which the Company
operates, business model of the Company, etc. The Board familiarization process comprises
of the induction programme for new Independent Directors, sessions on business and
functional issues and strategy making. Periodic presentations are made at the Board and
Committee meetings on business and performance updates of the Company including finance,
sales, and overview of business operations, business strategy and risks involved.
During the year under review, the Independent Directors were familiarized on business
model, key updates on business performance, and legal/ regulatory updates at Board
Meetings as well as through periodic reports.
The policy for Familiarization Programme for the Independent Directors is available on
website of the Company at https://www.fazethree.com/corporate-governance/.
15. DISCLOSURE RELATING TO REMUNERATION TO DIRECTORS, KEY MANAGERIAL PERSONNEL AND
PARTICULARS OF EMPLOYEES
Disclosure pertaining to remuneration of employees as required under Section 197(12) of
the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is annexed to the Report as Annexure I.
The information required pursuant to Section 197 of the Act read with Rule 5(2) and (3)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in
respect of employees of the Company, will be provided on request. In terms of Section 136
of the Act, the reports and accounts are being sent to the shareholders and others
entitled thereto, excluding the said information, which will be made available for
inspection by the shareholders in electronic mode, up to the date of AGM. Members can
inspect the same by sending an email to the Company Secretary in advance at
cs@fazethree.com .
As on March 31, 2023, the Company has no employee who:
(i) if employed throughout the financial year, was in receipt of remuneration, in
aggregate of INR 102.00 Lakhs or more, per annum or
(ii) if employed for part of the financial year, was in receipt of remuneration, in
aggregate of INR 8.50 lakhs or more, per month
(iii) if employed throughout the financial year or part thereof, was in receipt of
remuneration in that year which, in the aggregate, or as the case may be, at a rate which,
in the aggregate, is in excess of that drawn by the managing director or whole-time
director or manager and holds by himself or along with his spouse and dependent children,
not less than two percent of the equity shares of the company.
16 . ANNUAL RETURN
Pursuant to the provisions of Sections 134(3)(a) and 92(3) of the Act read with Rule
12(1) of the Companies (Management and Administration) Rules, 2014, the draft Annual
Return as of March 31, 2023, is placed on the website of the Company at
https://www.fazethree.com/corporate-governance/
17 . AUDIT COMMITTEE
The Audit Committee of the Board of Directors of the Company is duly constituted
pursuant to Section 177 of the Act and Regulation 18 of Listing Regulations.
As on March 31, 2023, the Audit Committee comprises of 3 (three) members namely Mr.
Vinit Rathod (Chairman), Mr. Ajay Anand (Member) and Mr. Manan Shah (Member). Other
details pertaining to the Audit Committee are included in the Corporate Governance Report,
which forms part of this report. All the Members of the Committee are adequately literate
to understand the financial and other aspects. All the recommendations made by the
Committee during the period were accepted by the Board.
18. NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee of the Board of Directors of the Company is
duly constituted pursuant to Section 178(1) of the Act and Regulation 19 of Listing
Regulations.
The Nomination and Remuneration Committee is responsible for evaluating the balance of
skills, experience, independence, diversity and knowledge on the Board and for drawing up
selection criteria. The Board of Directors of the Company has defined a policy on
Director's appointment and payment of remuneration including criteria for determining
qualifications, positive attributes and independence of Directors and terms of reference
of the Committee which is available on the website of the Company at
https://www.fazethree.com/policies/.
As on March 31, 2023, the Nomination & Remuneration Committee comprised of 3
(three) members all being Non-Executive Directors namely Mr. Vinit Rathod (Chairman), Mrs.
Rashmi Anand (Member) and Mr. Manan Shah (Member). All the recommendations made by the
Committee during the period were accepted by the Board.
19. STAKEHOLDERS' RELATIONSHIP COMMITTEE
The Stakeholders' Relationship Committee of the Board of Directors of the Company is
duly constituted pursuant to Section 178(5) of the Act and Regulation 20 of the Listing
Regulations.
As on March 31, 2023, the Stakeholders Relationship Committee comprises of 3 (three)
members namely Mr. Vinit Rathod (Chairman), Mr. Ajay Anand (Member) and Mr. Manan Shah
(Member). Other details pertaining to the Committee are included in the Corporate
Governance Report, which forms part of this report.
20. CORPORATE SOCIAL RESPONSIBILITY STATEMENT (CSR)
The business cannot exist in isolation and for a business to be profitable, it needs to
consider the Social Responsibility in order to build a positive synergy between the two.
The Company has always considered Social Responsibility as an integral part of sustainable
growth and has been over the years contributing towards it in various ways. The management
of the Company endeavors for the upliftment of the society and the natural resources which
are essential for overall economic growth.
During the FY 2022-23, the Company was required to spent INR 85,52,667/- towards the
CSR contribution. The Board of Directors of the Company pursuant to the Rule 7(3) of the
Companies (Corporate Social Responsibility Policy) Rules, 2014 and on the recommendation
of the CSR Committee, approved to the set off the excess available CSR contribution
against the CSR contribution to be spent in FY 2022-23.
The brief outline of the Corporate Social Responsibility (CSR) policy of the Company
and the annual report on Corporate Social Responsibility (CSR) activities as per format
prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014, is
annexed as Annexure II to this report.
The CSR policy has been posted on the website of the Company at
https://www.fazethree.com/policies/.
21. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
The information as required under Section 134(3)(m) of the Act read with Rule 8(3) of
the Companies (Accounts) Rules, 2014 with respect to conservation of energy, technology
absorption and foreign exchange earnings and outgoings is annexed to this report as Annexure
III.
22. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the financial year, the Company has entered into transactions with related
parties as defined under Section 2(76) of the Act and Listing Regulations. All related
party transactions were carried out at arm's length price and in the ordinary course of
business.
The Members of the Company, vide resolution passed through the postal ballot on
December 14, 2022, approved the potential Material Related Party Transactions under the
Regulation 23 of the Listing Regulations, with Faze Three Autofab Limited for FY 2022-23
and FY 2023-24, at an arm's length basis and in the ordinary course of business.
All Related Party Transactions are approved by Audit Committee. Prior omnibus approval
is obtained from the Audit Committee in respect of the transactions which are repetitive
in nature. The transactions entered into pursuant to omnibus approval so granted are
reviewed on a quarterly basis by the Audit Committee.
As per the SEBI Listing Regulations, if any related party transaction exceeds Rs 1,000
crore or 10% of the annual consolidated turnover as per the last audited financial
statement whichever is lower, would be considered as material and require Members
approval. In this regard, during the year under review, the Company had taken necessary
Members approval. However, there were no material transactions of the Company with any of
its related parties as per the Act. Therefore, the disclosure of Related Party
Transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not
applicable to the Company for FY23 and, hence, the same is not required to be provided.
Suitable disclosure as required by the Indian Accounting Standards (IND AS 24) has been
made in the notes to the Financial Statements. The Company shall seek shareholders'
approval for material related party transactions proposed to be entered in the upcoming
financial year in the ensuing AGM.
The Policy on materiality of related party transactions and dealing with related party
transactions as approved by the Board is available at https://www.fazethree.com/policies/
.
23. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY
There are no material changes or commitments, affecting the financial position of the
Company which has occurred between the end of the financial year of the Company i.e. March
31, 2023 and the date of the Directors' report.
24 . VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a Whistle Blower Policy and has established the necessary vigil
mechanism for directors and employees in confirmation with Section 177(9) of the Act and
Regulation 22 of Listing Regulations, to report concerns about unethical behavior and
provide appropriate avenues to the Directors and employees to bring to the attention of
the management any issue which is perceived to be in violation of or in conflict with the
Code of Conduct of the Company and to report concerns about unethical behavior. No person
has been denied access to the Chairman of the Audit Committee. The said policy has been
posted on the website of the Company at https://www.fazethree.com/policies/.
During the year under review, no complaint or adverse reporting was received by the
designated officer of the Company.
25. DISCLOSURE AS PER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION
AND REDRESSAL) ACT, 2013
The Company has zero tolerance towards sexual harassment at the workplace. The Company
has adopted Prevention of Sexual Harassment Policy in line with the provisions of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
and the Rules made thereunder.
The Company has complied with the provisions relating to the constitution of the
Internal Committee as per the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
The Company has not received any complaint or adverse reporting during the year.
26. RISK MANAGEMENT
The Company has in place a mechanism to inform Board of Directors about the Risk
assessment and risk minimization procedures and periodical reviews to ensure that risk is
controlled by the management through the means of a properly laid-out framework. The Audit
Committee has additional oversight in the area of financial risks and controls. The major
risks identified by the businesses and functions are systematically addressed through
mitigating actions on a continuing basis.
27. INTERNAL FINANCIAL CONTROLS
The Company has adequate internal control systems, commensurate with the size, scale
and complexity of its operations, which monitors business processes, financial reporting
and compliance with applicable regulations. The systems are periodically reviewed for
identification of control deficiencies and formulation of time bound action plans to
improve efficiency at all the levels.
28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report as required under SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, is enclosed as Annexure IV.
29. CORPORATE GOVERNANCE
The Company believes in transparency and adhering to good corporate governance
practices in every sphere of its operations. The Company has taken adequate steps to
comply with the applicable provisions of Corporate Governance as stipulated in Listing
Regulations. A report on Corporate Governance is annexed to this report as Annexure V.
30. AUDITORS AND THEIR REPORT
A. STATUTORY AUDITORS AND AUDITORS' REPORT
M/s. MSKA & Associates Chartered Accountants (Firm Registration No. 105047W), were
appointed as the Statutory Auditor by the Members of the Company at the 37th
Annual General Meeting of the Company, for a period of 5 years and shall hold the office
till the conclusion of the 42nd Annual General Meeting of the Company, to be
held in the calendar year 2027.
The Auditor's Report on IND AS financial statements (standalone and consolidated) of
the Company for the FY 2022-23, as submitted by M/s. MSKA & Associates, Chartered
Accountants, did not contain any qualifications, reservations or adverse remarks and are
self-explanatory.
There have been no instances of fraud reported by the Auditors under Section 143(12) of
the Act and Rules framed thereunder either to the Company or to the Central Government.
B. SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
undertaken Secretarial Audit for the FY 2022-23 by appointing M/s. Sanjay Dholakia &
Associates, Practicing Company Secretary, which, inter alia, includes audit of compliance
with the Companies Act, 2013, and the Rules made thereunder, SEBI Listing Regulations and
other Regulations and Acts applicable to the Company. The Secretarial Audit Report is
annexed to this report as Annexure VI.
The Secretarial Auditors' Report for the financial year ended March 31, 2023, does not
contain any reservation, qualification or adverse remark. There is no fraud reported by
the Secretarial Auditor during the year under review as per Section 143(12) of the Act and
Rules framed thereunder either to the Company or to the Central Government.
The Board of Directors at their meeting held on May 23, 2023, has appointed M/s. Sanjay
Dholakia & Associates, Practicing Company Secretaries (Certificate of Practice No.
1798), as the Secretarial Auditor for FY 2023-24.
31. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Details of loans, guarantees and investments covered under Section 186 of the Act, are
provided in the notes to the financial statements.
32. DISCLOSURE ON ACCOUNTING TREATMENT
The Company has not used any differential treatment which is not in compliance with
Accounting Standards and the financials of the Company depict a true and fair view of the
state of affairs of the Company.
33. FRAUD REPORTED BY THE AUDITORS, IF ANY
There is no fraud reported by the Auditors during the year under review as per Section
143(12) of the Companies Act, 2013.
34. COST AUDIT AND RECORDS
The Company maintains the cost records of its products as per the provisions of
sub-section (1) of Section 148 of the Act. Pursuant to the provisions of Rule 4(3)(i) of
the Companies (Cost Records and Audit) Rules, 2014 the requirement of Cost Audit is not
applicable to the Company.
35. SECRETARIAL STANDARDS
During the year under review, the Company has complied with the applicable Secretarial
Standards issued by the Institute of Company Secretaries of India.
36. SIGNIFICANT MATERIAL ORDERS PASSED BY COURTS, IF ANY
There are no significant material orders passed by the Regulators/ Courts against the
Company which would impact the going concern status of the Company and its future
operations.
37. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT ("BRSR")
Pursuant to Regulation 34(2)(f) of the Listing Regulations, the initiatives taken by
the Company from an environmental, social and governance perspective, are provided in the
Business Responsibility and Sustainability Report ("BRSR") for the financial
year 2022-23 which is included as a separate section in the Annual Report. The Company has
prepared the BRSR report on voluntary basis.
38. POLICIES UNDER LISTING REGULATIONS
The SEBI Listing Regulations mandated the formulation of certain policies for all
listed Companies which are as under.
a. Documents Retention & Archival Policy' as per Regulation 9 and Regulation 30
which may be viewed at https://www.fazethree.com/policies/
b. Policy for determining Materiality of events / information' as per Regulation 30
which may be viewed at https://www.fazethree.com/policies/
c. Policy for determining material subsidiary' as per Regulation 16(1)(c) of the
Listing Regulations which may be viewed at https://www.fazethree.com/policies/
39. OTHER DISCLOSURES
• There was no change in the nature of the business of the Company during the year
under review.
• The Company has not issued any shares with differential voting during the year
under review.
• There were no revisions in the financial statements from the end of the
Financial Year to date of the Director Report.
• The Company has neither issued any shares nor granted any Stock Options nor any
Sweat Equity Shares during the year.
• No application has been made under the Insolvency and Bankruptcy Code, 2016 (31
of 2016) ("the IBC, 2016"), hence, the requirement to disclose the details of
application made or any proceeding pending under the IBC, 2016 during the year along with
their status as at the end of the financial year is not applicable.
• The requirement to disclose the details of difference between amount of the
valuation done at the time of onetime settlement and the valuation done while taking loan
from the Banks or Financial Institutions along with the reasons thereof, is not applicable
during the year under review.
• There are no amounts due and outstanding to be credited to Investor Education
and Protection Fund as on March 31, 2023.
40. ACKNOWLEDGEMENT
Your Directors wish to place on record their appreciation for the co-operation extended
by all the employees, Bankers, Financial Institutions, various State and Central
Government authorities and Stakeholders.
For and on behalf of Board of Directors
Faze Three Limited
|
Sd/- |
|
Ajay Anand |
| Date: May 23, 2023 |
Chairman & Managing Director |
| Place: Mumbai |
DIN: 00373248 |
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