|
Your directors take pleasure in presenting their 45th Annual Report together
with the Audited Financial Statements for the year ending on 31st March 2025.
Operations and State of Affairs of the Company H ( in lacs)
Particulars |
Standalone Basis |
Consolidated Basis |
| 2024-25 |
2023-24 |
2024-25 |
2023-24 |
| Revenue from Operations |
73,811.94 |
61,597.36 |
78,679.77 |
64,387.06 |
| Other Income |
743.12 |
649.25 |
232.08 |
649.25 |
| Profit for the year before Interest, Depreciation, |
15,101.93 |
10,126.98 |
17,837.80 |
12,343.22 |
| Amortization & Tax |
|
|
|
|
| Finance Cost |
1,694.62 |
1,789.63 |
1,694.62 |
1,789.63 |
| Depreciation and Amortization Expense |
3,941.50 |
3,468.72 |
4,215.65 |
3,568.88 |
| Profit before Tax |
9,465.81 |
4,868.63 |
11,927.53 |
6,984.71 |
| Net Profit for the year |
7,091.01 |
3,612.98 |
9,311.90 |
5,729.06 |
Note:
The above figures are extracted from the Standalone and Consolidated Financial
statements prepared in accordance with Indian Accounting Standards (Ind AS) as specified
in the Companies (Indian Accounting Standards) Rules, 2015, read with Regulation 33 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
(Formerly known as Shaily (UK) Limited) as on 31st March 2025, is available
on the website of the Company at https://www.
shaily.com/investors/compliances-policies/shaily-uk-ltd-wholly-owned-subsidiary.
During the year under review, Shaily Innovations Limited (Formerly known as Shaily (UK)
Limited) was the material subsidiary of the Company as per the SEBI Listing Regulations.
The Company does not have any associate or joint venture Company.
Shaily Innovations FZCO was incorporated in Dubai, UAE on 1st January 2025.
The Company is engaged in Design and Development services for drug delivery device
contracts.
Dividend
The Board of Directors recommended a final dividend of H2/- (i.e.100%) per equity share
consisting of total 4,59,55,093 equity shares of H2/- each aggregating to H9,19,10,186/-
for the year ending on 31st March 2025. The Dividend for the year ended 31st
March 2025 is subject to the approval of members at the ensuring Annual General Meeting
(AGM) to be held on 27th September 2025 and will be paid within a statutory
time, if approved by the members at the above referred AGM.
Operations and Business
Key developments during the year of the Company are covered in the Management
Discussion and Analysis Report (MDAR) as stipulated under the ("SEBI Listing
Regulations"), is presented in a separate section, which forms part of this Annual
Report.
Subsidiary of the Company
Shaily Innovations Limited (Formerly known as Shaily (UK) Limited), established in the
United Kingdom as a Pvt. Ltd. Company, is a wholly owned subsidiary of the Company. Shaily
Innovations Limited (Formerly known as Shaily (UK) Limited) operates as a Design Centre
and a Research & Development division for varied medical and drug delivery devices. A
statement containing the salient features of the Financial Statements of Shaily
Innovations Limited (Formerly known as Shaily (UK) Limited), as on 31st March
2025 as required under Section 129(3) of the Act forms part of this report as Annexure
- A.
In terms of the provisions of Section 136 of the Companies Act, 2013, the Annual Report
of the Company, containing therein its Standalone and Consolidated Financial Statements,
is hosted on the website of the Company at www.shaily.com. Audited Annual Financial
Statements of Shaily Innovations Limited
Dividend Distribution Policy
In compliance with Regulation 43A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board of Directors of the Company has adopted
Dividend Distribution Policy, which is placed at the website of the Company
https://static.shaily.com/ROo8JgnUQPiO3h8HqMY0-dividend-distribution-policy-pdf
Transfer to Reserves
Pursuant to provisions of Section 134(3)(j) of the Companies Act, 2013, the company has
not proposed to transfer any amount to the general reserves account of the company during
the year under review.
Management Discussion and Analysis
In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 read with Schedule V of the said regulations,
Management Discussion and Analysis is set out in this Annual report. Certain statements in
the said report may be forward-looking. Many factors may affect actual results, which
could be different from what the Directors envisage in terms of future performance and
outlook.
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
The information required under Section 134(3)(m) of the Companies Act, 2013 read with
Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure - B.
Cybersecurity
Investing in robust cybersecurity measures involves implementing comprehensive,
multi-layered defenses such as firewalls, intrusion detection systems, MFA on users' level
and advanced encryption protocols. These measures are essential to protect sensitive data
from unauthorized access. Additionally, conducting regular security audits and providing
ongoing employee awareness trainings are crucial. Since human error is one of the most
significant vulnerabilities, maintaining a vigilant organizational posture through these
practices is vital.
Utilization of funds from proceeds of Preferential Issue
During the Financial year, the Company has not raised any funds through preferential
allotment/ qualified institutional placement. Hence, this is not applicable to the
Company.
Directors & Key Managerial Personnel
Retirement by Rotation
As per the provisions of the Companies Act, 2013, Mrs. Tilottama Sanghvi (DIN:
00190481), retires by rotation at the forthcoming 45th Annual General Meeting
of the Company and being eligible offers herself of re-appointment.
Re-appointment of Whole Time Director
Mr. Mahendra Sanghvi (DIN:00084162) was reappointed as an Executive Chairman of the
Company, effective from 1st April 2025, for a further period of three (3) years
from 1st April 2025 to 31st March 2028 by the Board of Directors, at
its meeting held on 27th July 2024, which was approved by the members at the 44th
Annual General Meeting of the Company.
Mr. Laxman Sanghvi (DIN: 00022977) was reappointed as an Executive Director of the
Company, effective from 1st April 2025, for a further period of three (3) years
from 1st April 2025 to 31st March 2028 by the Board of Directors, at
its meeting held on 27th July 2024, which was approved by the members at the 44th
Annual General Meeting of the Company.
Re-appointment of Independent Director
Dr. Shailesh Ayyangar (DIN:00268076) was re-appointed as an Independent Director of the
Company, effective from 29th May 2025 for the further period of five (5) years
starting from 29th May 2025 to 28th May 2030 by the Board of
Directors at their meeting held on 27th July 2024, which was duly approved by
the members at the 44th Annual General Meeting of the Company.
Cessation of Independent Director
Mr. Milin Mehta (DIN: 01297508) has ceased to be an Independent Director w.e.f. 8th
November 2024 due to the completion of his second term.
Key Managerial Personnel
As on 31st March 2025, the Key Managerial Personnel of the Company are Mr.
Mahendra Sanghvi - Executive Chairman, Mr. Laxman Sanghvi - Executive Director, Mrs.
Tilottama Sanghvi - Whole Time Director, Mr. Amit Sanghvi - Managing Director, Mr. Paresh
Jain - Chief Financial Officer and Mr. Harish Punwani - Company Secretary & Compliance
Officer, in accordance with Section 203 of the Companies Act, 2013.
During the year under review, there were changes in Key Managerial Personnel as
outlined below:
1. Mr. Sanjay Shah was re-designated from the office of Chief Financial Officer to
Chief Strategy Officer of the Company, effective from on 24th May 2024.
2. Mr. Paresh Jain was appointed as Chief Financial Officer with effect from 24th
May 2024.
3. Ms. Dimple Mehta resigned as Company Secretary
& Compliance Officer of the Company w.e.f. 20th November 2024.
4. Mr. Harish Punwani has been appointed as Company Secretary and Compliance Officer of
the Company w.e.f. 21st November 2024.
Meetings of Board
The Board met five (5) times during the Financial Year. Details of the meeting(s) are
provided in the Corporate Governance
Report that forms part of this Annual Report. The maximum interval between any two
meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.
Policy on Nomination & Remuneration
The existing policy is to have an appropriate mix of Executive and Non-executive and
independent directors to maintain the independence of the Board and separate its functions
of governance and management. As of 31st March 2025, the Board had a total of
eight (8) members, four (4) of whom are Executive directors and four (4) are Non-Executive
Independent Directors. The Board has two Women Directors, out of which one Woman Director
is an Executive Director and one-Woman Director is a Non-executive Independent Director.
The policy of the Company on Directors' appointment and remuneration, including
criteria for determining qualifications, positive attributes, independence of a director
and other matters, asrequiredundersub-section(3)ofSection178oftheCompanies Act, 2013, in
accordance with SEBI (Listing Obligations and Disclosure Requirements), 2015, is available
at our website at
https://static.shaily.com/NVmusaHvSkCkSxPngRsT-sepl-nomination-remuneration-policy-pdf
Salient features of the Nomination & Remuneration Policy are as under:
1. Setting out the objectives of the Policy
2. Definitions for the purpose of the Policy
3. Policy for appointment and removal of Directors, Key Managerial Personnel and Senior
Management.
4. Policy relating to the remuneration for the Directors, Key Managerial Personnel,
Senior Management Personnel and other employees.
5. Remuneration to Non-Executive/Independent Directors.
We affirm that the remuneration paid to the Directors is as per the terms laid out in
the Nomination and Remuneration policy of the Company.
Declaration by Independent Directors
The Independent Directors of the Company have given their declaration to the Company
that they meet the criteria of independence as required under the Companies Act, 2013 and
the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015.
Your Board of Directors confirms the integrity, expertise, experience and proficiency
of the Independent Directors of the Company.
Familiarization Programme
All new Independent Directors inducted into the Board attend an orientation program. At
the time of the appointment of an Independent Director, the Company issues a formal letter
of appointment outlining their role, function, duties and responsibilities as an
Independent Director. The format of the letter of appointment is available on our website
at https://static.shaily.com/86x 2nOBMRpWOW5 up9Pa4
-specimen-letter-of-appointment-for-independent-director-pdf-pdf The Board members are
provided with necessary reports, internal policies, periodical plant visits to enable them
to familiarize with the Company's procedures and practices. Periodic presentations are
made at the meetings of the Board and the committees, on business and performance updates,
global business environment, business strategy and risks involved. The details of
familiarization Programme for Independent Directors are available at our website at
https://shaily.com/ investors/compliances-policies/familiarization-programe
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board has carried out the annual
performance evaluation of the Board, its committees and of individual directors on an
evaluation framework by way of individual and collective feedback from the Directors.
The framework includes the evaluation of Directors on various parameters such as:
Board dynamics and relationships.
Information flows
Decision making.
Company performance and strategy
Tracking board and committee's effectiveness
Peer evaluation
Based on the inputs from all the Directors on Board composition and structure,
effectiveness of Board processes, information, and functioning, etc., evaluation of
Board's performance was done. The performance of the committees was also evaluated by the
Board after seeking input from the committee members on composition, effectiveness of the
committee and its meetings In a separate meeting of Independent Directors, performance of
Non- Independent Directors and the Board as a whole was evaluated, taking into account the
views of Executive Directors and Non- Executive Directors.
The Nomination & Remuneration Committee and the Board reviewed the performance of
individual directors on the basis of criteria such as the contribution of the individual
director to the Board and committee meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution and inputs in meetings, etc.
The outcome of the Board Evaluation for F.Y. 2024-25 was discussed by the Nomination
and Remuneration Committee and the Board at their respective meeting(s) held on 12th
May 2025 and 13th May 2025 respectively.
Committees of the Board
The Board has five (5) committees, namely:
Audit Committee
Nomination & Remuneration Committee
Stakeholders' Relationship Committee
Corporate Social Responsibility Committee
Risk Management Committee
A detailed note on the composition of the Board and its committees is provided in the
Corporate Governance Report, which forms part of this Annual Report.
During the year, there were no instances where the Board has not accepted
recommendation(s) of any Committee of the Board.
Corporate Governance
The Company believes in adopting the best practices of Corporate Governance. Corporate
Governance Principles are enshrined in the spirit of the Company, forming its core values.
These guiding principles are also articulated through the Company's code of business
conduct, corporate governance guidelines, charter of various sub-committees and disclosure
policy.
Report on Corporate Governance for F.Y. 2024-25 forms part of this Annual Report.
Corporate Social Responsibility (CSR)
Being an Indian Company, we are motivated by the Indian ethos of Dharma as a key plank
for organizational self-realization. The Company recognizes that its operations impact a
wide community of stakeholders, including investors, employees, customers, business
associates and local communities and that appropriate attention to the fulfilment of its
corporate responsibilities can enhance overall performance. The Company continues its CSR
spend towards support to local initiatives, health/medical and education sector,
sanitation/cleanliness, Rural Development and such varied activities towards Corporate
Social Responsibility initiatives.
In compliance with the requirements of Section 135 of the Act, the Company has laid
down a CSR Policy. The composition of the Committee, contents of CSR Policy and report on
CSR activities undertaken during FY 2024-25 in the format prescribed under the Companies
(Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure -
C.
Annual Return
A copy of the draft Annual Return as required under Section 92(3) of the Act has been
placed on the website of the Company. The web-link as required under Section 134(3)(a) of
the Act is as under.
https://static.shaily.com/UII7VCyjRbag8BffHUMR-draft-mgt-7-website-pdf
Particulars of Employees and related disclosures
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure - D.
A statement showing the names and particulars of the employees falling within the
purview of Rule 5(2) and 5(3) of the aforesaid rules are provided in the Annual Report.
The Annual Report is being sent to the members of the Company excluding the aforesaid
information. The said information is available for inspection at the Registered Office of
the Company during working hours and the same will be furnished on request in writing to
the members.
Audit Reports
The Independent Auditors' Report on Standalone and Consolidated Financial Statements
for F.Y. 2024-25 does not contain any qualification, reservation or adverse remark. The
Independent Auditors' Report is enclosed with the Financial Statements in this Annual
Report.
The Secretarial Auditors' Report for F.Y. 2024-25 does not contain any qualification,
reservation or adverse remark. The Secretarial Auditors' Report is enclosed as Annexure
- E to the Board's Report in this Annual Report.
As required under the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the certificate from M/s. Samdani Shah & Kabra, Secretarial
Auditors of the Company, confirming compliance with the conditions of Corporate Governance
as stipulated under the SEBI Listing Regulations, 2015 is enclosed with the Corporate
Governance Report in this Annual Report. The Company has obtained Certificate from M/s.
Samdani Shah & Kabra, Company Secretaries, Secretarial Auditors of the Company
regarding Non-disqualification of Directors, which is enclosed with the Corporate
Governance Report in this Annual Report. Accordingly, none of the Directors are
disqualified.
Reporting of fraud by auditors
During the F.Y. 2024-25, neither of the auditors viz., Statutory Auditors, Secretarial
& Corporate Governance Auditors, Internal Auditors and nor Cost Auditors have reported
to the Audit Committee, under Section 143(12) of the Companies Act, 2013, any instances of
fraud committed against the Company by its officers or employees.
Auditors
Statutory Auditors
The Board has reappointed M/s B S R and Co., Chartered Accountants (Firm Registration
number 128510W) for its 2nd term for the period of 5 years i.e. up to the
conclusion of 48th Annual General Meeting to be held for the adoption of
accounts for the financial year ending 31st March 2028, subject to approval of
members at the ensuing Annual General Meeting. As the Companies (Amendment) Act, 2017 has
done away with the requirement of ratification at every Annual General Meeting, no
ratification for the appointment is required. There is no qualification or adverse remark
in the Auditors' report. As regards the comments made in the Auditors' Report, the Board
is of the opinion that the same are self-explanatory and do not require further
clarification.
Secretarial Auditors
Pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (Listing Regulations') read with Section 204 of the
Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 (as amended from time to time), the board has proposed
and recommended to the members for approval in the forthcoming Annual General Meeting
("AGM"), the appointment of M/s. Samdani Shah
& Kabra, Company Secretaries, (Firm Registration Number: P2008GJ016300)
(Secretarial Audit Firm'), as Secretarial Auditors of the Company, , to undertake
the Secretarial Audit of the Company for the period of Five (05) consecutive Financial
Years from 2025-26 till 2029-30.
M/s. Samdani Shah and Kabra, Practicing Company Secretaries, has granted their consent
and confirmed their eligibility for the proposed appointment.
The Report on the Secretarial Audit is part of this annual report.
Cost Auditors
M/s Y.S. Thakar & Co., Cost Accountants, Vadodara are appointed as Cost Auditors of
the Company to conduct an audit of cost records of the Company for F.Y. 2025-26.
Based upon the declaration on their eligibility, consent and terms of engagement, the
Board at its meeting held on 13th May 2025, has appointed the Cost Auditors,
and recommends the ratification of remuneration to be paid to the Cost Auditors for F.Y.
2025-26 to the shareholders of the Company.
Maintenance of Cost Records as specified by the Central Government under Section 148(1)
of the Companies Act, 2013 is applicable to the Company and accordingly such accounts
& records are prepared and maintained, as required, from time to time.
Internal Auditors
M/s Shah Jain & Hindocha, Chartered Accountants, based at Vadodara, are appointed
as Internal Auditors of the Company to conduct an internal audit of the Company for F.Y.
2025-26. Based upon the declaration on their eligibility, consent and terms of engagement,
the Board at its meeting held on 13th May 2025, has appointed the Internal
Auditors for F.Y. 2025-26.
Business Responsibility and Sustainability Report
Report on Business Responsibility and Sustainability, in the format as prescribed by
the Securities and Exchange Board of India, forms part of the Board's Report and annexed
at
Annexure - F.
Policy on Business Responsibility and Sustainability Reporting is available on the
Company website at weblink https://static. shaily.com/2KfgCI1USEm3mfq4QcmR-brsr-policy-pdf
Risk Management
The Company has a mechanism in place to identify, assess, monitor and mitigate various
risks to key business objectives. Major risks identified by the businesses and functions
are systematically addressed through mitigating actions on a continuing basis. These risks
along with the ways to mitigate them have been discussed at the meetings of the Risk
Management Committee, Audit Committee and the Board of Directors of the Company.
The Risk Management Policy of the Company consists of various risks associated and
plans to mitigate the same. The Risk Management Policy of the Company is available on the
website of the Company at weblink https://static.shaily.com/
xPWCj6xeT06ZOyzinzhU-sepl-risk-management-policy-pdf
Vigil Mechanism
The Company has a well-defined "Whistle Blower Policy" and has established a
robust Vigil Mechanism for reporting of concerns raised by employees and to provide for
adequate safeguards against victimization of Directors and employees who follow such
mechanism and has also made provision for direct access to the Chairman of Audit Committee
in appropriate cases. The Vigil Mechanism Policy of the Company is available on the
Company's website at weblink https://static.shaily.
com/6YQbFHzPS1eqWAVJ3sIk-sepl-vigil-mechanism-policy-pdf
Internal Financial control & its adequacy
The Company's internal control procedures, which include internal financial controls,
ensure compliance with various policies, practices and statutes and keep in view the
organization's pace of growth and increasing complexity of operations. The internal
auditors team carries out extensive audits throughout the year across all plants and
functional areas and submits its reports to the Audit Committee of the Board of Directors.
Shares Capital and Debt Structure a. Share Capital
During the year under review the Total Authorized Share Capital is H16,00,00,000
(Rupees Sixteen Crores only) comprising of 8,00,00,000 (Eight Crores only) Equity Shares
of H2/- (Rupees Two only) each and paid-up, issued and subscribed share capital of the
company is H9,19,10,186/-
(Rupees Nine Crore Nineteen Lacs Ten Thousand One Hundred and Eighty-Six Only).
b. Employees Stock Option Plan
As on financial year ended on 31st March 2025, the Company has one employees
stock option plan i.e. Shaily Employee Stock Option Plan 2019 ("ESOP 2019"). In
accordance with the terms of ESOP 2019, options may be granted to employees of the Company
which gives them rights to receive equity share of the Company having face value of
H2/-(Rupees Two) each on vesting.
The Company confirms that the ESOP 2019, is in compliance with SEBI (Share Based
Employee Benefits) Regulations, 2014 (SBEB Regulations, 2014') and amended as per
SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SBEB Regulations
2021) in the meetings held on 8th February 2023.There has been no change in the
Scheme except regulatory amendments as per SBEB Regulations 2021. Details pursuant to Rule
12(9) of the Companies (Share Capital and Debentures) Rules, 2014 are given hereunder:
| (a) options granted; |
NIL |
| (b) options vested; |
88,834 |
| (c) options exercised; |
87,583 |
(d) the total number of shares arising as a result of exercise of
option; |
N.A. |
| (e) options lapsed; |
8750 |
| (f) the exercise price; |
H2/- per Equity Share |
| (g) variation of terms of options; |
N.A. |
(h) money realized by exercise of options; |
1,75,166 |
| (i) total number of options in force; |
1,70,167 |
(j) employee wise details of options granted to: |
|
| (i) key managerial personnel. |
N.A. |
(ii) any other employee who receives a grant of options in any one
year of options amounting to five per cent or more of options granted during that year. |
N.A. |
(iii) identified employees who were granted option, during any one
year, equal to or exceeding one per cent of the issued capital (excluding outstanding
warrants and conversions) of the company at the time of grant. |
N.A. |
Further, the details as required to be disclosed under Regulation 14 of the SBEB
Regulations, 2014 can be accessed at https://
static.shaily.com/bFHflKXqQdKptRfRyVCw-esop-note-as-per-sebi-sbeb-regulations-pdf and ESOP
plan of the Company can be accessed at
https://static.shaily.com/jmyTYJj5T926hB5E73oh-sepl-esop-revised-pdf A certificate from
the Secretarial Auditors of the Company that the Scheme has been implemented in accordance
with SEBI (Share Based Employee Benefits) Regulations 2021 and the resolution passed by
the members, shall be placed at the ensuing Annual General Meeting for inspection of the
members electronically. Insurance All the properties and assets of the Company are
adequately insured. Code of Conduct The Board of Directors has laid down a Code of
Conduct applicable to the Board of Directors and Senior management which is available on
Company's website at link https://static.
shaily.com/cMYU8HxLROCTpPOhnvld-1-sepl-code-of-conduct- pdf. All Board members and senior
management personnel have affirmed compliance with the Code of Conduct. Insider Trading
Policy As required under the Insider Trading Policy Regulations of SEBI and amendments
thereto, your directors have framed the Insider Trading Regulations and Code of Internal
Procedures and Conducts for Regulating, Monitoring and Reporting of Trading by Insider as
well as Code of Practices and Procedures for Fair Disclosure of Unpublished Sensitive
Information. The same is also posted on the website of the Company at https://
static.shaily.com/F2TbeyTQUSlpi9dJNyRg-code-of-conduct- fro-insider-trading-pdf. Nomination
And Remuneration Policy The Board has, on the recommendation of the Nomination &
Remuneration Committee, framed and adopted a policy for the selection and appointment of
Directors, Senior Management and their remuneration. The Remuneration Policy on the
appointment and remuneration of Directors and Key Managerial Personnel provides a
framework based on which our human resources management aligns their recruitment plans for
the strategic growth of the Company. The policy is available on website of the Company at
https://static.shaily.com/ NVmusaHvSkCkSxPngRsT-sepl-nomination-remuneration- policy-pdf. Contracts
& Arrangements with Related Parties All contracts/arrangements entered into by the
Company during the Financial Year with related parties were in an ordinary course of
business and on an arm's length basis. During the year,
Sr. No. Date of Allotment |
Exercise price (in H) |
No. of shares |
| 1 28th October 2024 |
2 |
85,167 |
| 2 12th March 2025 |
2 |
2,416 |
During the period under review, the Company has allotted Equity Shares to the Eligible
Employees of the Company under ESOP 2019 as follows: the Company did not enter into any
contracts/arrangements/ transactions with related parties which could be considered
material. Hence, there is no information to be provided as required under Section
134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014.
The Directors draw attention to the members to Note No. 33 to the Standalone and
Consolidated Financial Statements in this Annual Report, which sets out related party
disclosures.
Particulars of Loans, Guarantees or Investments
Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013
form part of the Notes to the Financial Statements provided in this Annual Report.
Deposits
The Company has not accepted deposits from the public falling within the ambit of
section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules,
2014. Therefore, the requirement of applicable laws and regulations for disclosure of
details of deposits under section 134(3) (q) of the Companies Act, 2013 and rule made
thereunder is not applicable.
Secretarial Standards
The Company complies with all the applicable Secretarial Standards issued by The
Institute of Company Secretaries of India.
Obligation of Company under Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
The Company strongly believes in providing a safe and harassment-free workplace for
each individual working for the Company. The Company has in place a Policy against Sexual
Harassment at workplace in line with the requirement of Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act'). An Internal
Complaints Committee (ICC) has been set up to redress complaints received regarding Sexual
Harassment. All employees (permanent,
contractual,temporaryandtrainees)arecoveredunderthisPolicy. The policy is available on the
website of the Company at https://
static.shaily.com/Mh3QjKaT3CWqAFWt9bnK-sepl-hr-010-anti-sexual-harrasment-policy-pdf The
Company has complied with the provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
In terms of Section 22 of the POSH Act, we report that during the reporting period, no
complaints were received by the Company under the said Act.
Compliance with Maternity Benefit Act:
The Company has duly complied with the provisions of the Maternity Benefit Act, 1961
and its amendments. All eligible women employees have been extended the maternity benefits
as prescribed under the Act. The Company has also ensured adherence to provisions relating
to maternity leave, nursing breaks, and cr?che facilities.
Material Changes and commitments
There have been no material changes and commitments from the close of F.Y. 31st
March 2025 till the date of the Board's report, which may affect the financial position of
the Company.
Change in the nature of business
There has been no change in business of the Company.
Significant/material orders passed by Regulators/ courts/tribunal
There are no significant and material orders passed by the Regulators or Courts or
Tribunals that may impact the going concern status of the Company's operations in future.
Green Initiative
45th Annual General Meeting
Electronic copies of the Annual Report 2024-25 and the Notice of the 45th
Annual General Meeting are being sent to all members whose email addresses are registered
with the Registrar & Share Transfer Agents (RTA) of the Company /Depository
participant(s). It is hereby requested to all the shareholders to kindly update your email
address with your Depository Participant in case shares are held in Demat and with the
Company's Registrar and Transfer Agent in case shares are held physically to ensure timely
receipt of required information.
The regulatory authorities i.e. Ministry of Corporate Affairs ("MCA") has
vide its General Circular (GC) No. 20/2020 dated 5th May 2020 read with GC
No.14/2020 dated 8th April 2020, GC No. 17/2020 dated 13th April
2020 and GC No. 09/2024 dated 19th September 2024 and the Securities and
Exchange Board of India vide its its Master Circular no. SEBI/HO/CFD/PoD2/ CIR/P/2023/120
dated 11th July 2023 and Circular No. SEBI/ HO/CFD/CFD-PoD-2/P/CIR/2024/133
dated 03rd October 2024 permitted the Companies for holding of the Annual
General Meeting ("AGM") through Video Conferencing/Other Audio Visual Means
("VC/ OAVM"), without the physical presence of the Members at a common venue up
to 30th September 2025. Accordingly, in compliance with the provisions of the
Companies Act, 2013 ("Act"), SEBI (LODR) Regulations, 2015 ("SEBI Listing
Regulations") and MCA Circulars, the AGM of the Company is being held through VC /
OAVM, without the physical presence of the members at a common venue.
Details of the meeting and the facility are provided in the Notice of the 45th
Annual General Meeting.
Application(s) made/proceedings pending under the Insolvency and Bankruptcy Code, 2016
The Company has neither made any application(s) nor any proceedings pending against the
company under the Insolvency and Bankruptcy Code, 2016.
General Disclosures:
The Company does not have any scheme of provision for the purchase of its own shares by
employees or by trustees for the benefit of employees.
The Managing Director and the Whole Time Directors during F.Y. 2024-25 have not
received any amount as commission from the Company.
The Managing Director and the Whole Time Directors during F.Y. 2024-25 have not
received any commission/ remuneration from the Subsidiary Company. The Company does not
have any Holding Company.
During F.Y. 2024-25, there was no instance of one-time settlement with any Bank or
Financial institution. Hence, the disclosure requirement in the context is not applicable.
Directors' Responsibility Statement
In terms of the provisions of the Companies Act 2013, the Directors confirm that.
In preparation of the annual accounts for the F.Y. ended 31st March
2025, the applicable accounting standards have been followed along with proper explanation
relating to material departures, if any.
They have selected such accounting policies and applied them consistently and made
judgements 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 profit
and loss of the Company for that period.
They have taken proper and sufficient care towards 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.
They have prepared the annual accounts on a going-concern basis.
They have laid down internal financial controls to be followed by the Company,
which are adequate and are operating effectively; and They have devised proper systems to
ensure compliance with the provisions of all applicable laws and such systems are adequate
and operating effectively.
Acknowledgements
We thank our customers, vendors, investors and bankers for their continued support
during the year. We place on record our appreciation of the contribution made by our
employees at all levels. Our consistent growth is made possible by their hard work,
solidarity, cooperation and support.
We also thank our suppliers, customers, business partners and others associated with
the Company. We look upon them as partners in its progress. It will be Company's endeavor
to build and nurture strong links with the trade based on mutuality of benefits, respect
to and co- operation with each other, consistent with consumer interests and looks upon
all the stakeholders for their continued support in future.
| For and on behalf of the Board of Directors |
Mahendra Sanghvi |
| Executive Chairman |
| DIN: 00084162 |
| Place: Vadodara |
| Date: 11th August 2025 |
|