Dear members,
The Board of Directors is pleased to present the Company's 41st Annual Report and
Company's Audited Financial Statements for the financial year ended March 31, 2025.
1. FINANCIAL RESULTS
The Company's financial performance for the year ended March 31, 2025 is summarized
below:
Financial Results:
(Rupees in Lakhs)
|
2024-25 |
2023-24 |
Revenue from Operations |
|
|
Interest Income |
52.92 |
47.81 |
Rental Income |
27.43 |
26.29 |
Total Revenue |
80.35 |
74.10 |
Other Income |
22.68 |
413.12 |
Total Income |
103.03 |
487.22 |
Less: Expenses |
|
|
- Employee benefits Expenses |
39.75 |
33.57 |
- Depreciation and amortization |
3.11 |
12.34 |
- Finance cost |
0.17 |
1.15 |
- Other Expenses |
37.38 |
173.61 |
Total Expenses |
80.41 |
220.68 |
Profit/ (Loss) before Tax |
22.62 |
266.54 |
Tax Expenses |
|
|
- Current Tax |
4.57 |
23.54 |
- MAT Entitlement/ Set off |
|
- |
-Short/(Excess) provision relating to prior years |
- |
- |
- Earlier years |
2.25 |
45.79 |
- Deferred T ax |
1.87 |
(3.83) |
Net Profit / (Loss) |
13.93 |
201.04 |
2. RESULTS OF OPERATIONS AND STATE OF AFFAIRS OF THE COMPANY
The Company has earned Net Profit of Rs. 13.93 Lakhs for the year ended 31st March,
2025 against profit of Rs. 201.04 Lakhs in the previous year.
3. DIVIDEND AND TRANSFER TO RESERVES: -
The Directors are unable to recommend any dividend and no amount is transferred to
Reserves for the financial year 2024 - 25.
4. MATERIAL CHANGES AFFECTING THE COMPANY
There have been no material changes and commitments affecting the financial position of
the company between end of the financial year and date of this report. There has been no
change in the nature of business of the company.
5. SHARE CAPITAL
The Authorised Share Capital of the Company has been increased from the Rs.
1.00. 00.000 (Rupees One Crore Only) divided into 10,00,000 (Ten Lakh) Equity Shares of
face value of Rs. 10/- (Rupees Ten Only) each to Rs. 1,30,00,000 (Rupees One Crore Thirty
Lakhs Only) divided into 13,00,000 (Thirteen Lakh) Equity Shares of Rs. 10/- (Rupees One
Only) each, by creation of additional
3.00. 000 (Three Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each ranking
pari-passu in all respect of existing Equity Shares, as approved by the Shareholders at an
Annual General Meeting of the Company held on 24th September, 2024.
The Paid-up capital of the Company has been increased from Rs. 1,00,00,000 (Rupees One
Crore Only) divided into 10,00,000 (Ten Lakh) Equity Shares of face value of Rs. 10/-
(Rupees Ten Only) each to Rs. 1,27,72,600 (Rupees One Crore Twenty-Seven Lakhs Seventy Two
Thousand and Six Hundred Only) divided into 12,77,260 (Twelve Lakh Seventy Seven Thousand
and Two Sixty ) Equity Shares of face value of Rs. 10/- (Rupees Ten Only) each.
6. ISSUE OF BONUS EQUITY SHARES TO NON-PROMOTERS:
During the year under review, the Board at its meeting held on 13th August, 2024 and as
approved by the Shareholders at an Annual General Meeting of the Company held on 24th
September, 2024, and as per the in principle approval received from BSE Limited as per
their letter no. LOD/Bonus/BN-IP/1024/2024- 25 dated 30th September, 2024, had issued
2,77,260 Bonus equity shares of Rs. 10/- each to the non-promoter of the Company in the
ratio 3 (three) fully paid - up bonus equity shares of Rs 10/- (Rupees Ten) each for every
1 (One) existing equity shares held in the Company by capitalizing a sum not exceeding Rs
27,72,600/- (Rupees Twenty Seven Lakhs Seventy Two Thousand Six Hundred only) out of
the free reserve and / or any other permitted reserves/ surplus of the Company to the Non
promoter Members of the Company.
The bonus shares are successfully listed on BSE Limited and are available for trading.
Upon, issue of Bonus shares the company complied with the Minimum Public share requirement
as per the SEBI Order dated 4th June, 2013. Post issue, the Promoter and promoter group
shareholding has been reduced to 71.06 % and Public shareholding has been increased to
28.94 %.
7. DEPOSITS
During the year, the Company has not accepted deposits from the public falling within
the ambit of Section 73 of the Companies Act, 2013 ("Act") and the Companies
(Acceptance of Deposits) Rules, 2014.
8. SECRETARIAL STANDARDS
The Directors state that the applicable Secretarial Standards i.e. SS-1 and SS-2
relating to the Meetings of the Board of Directors' and General Meetings',
respectively have been duly followed by the Company.
9. DIRECTOR'S RESPONSIBILITY STATEMENT
Your Directors state that:
a) in the preparation of the annual accounts for the year ended March 31, 2025, the
applicable accounting standards have been followed;
b) they have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company as at March 31, 2025 and of the loss of the Company
for the year ended on that date;
c) they have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and are operating; and
f) they had devised proper systems to ensure compliance with the provisions of all
applicable laws were in place and that such systems are adequate and operating
effectively.
10. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All transactions with Related Parties entered in Financial Year 2024 - 2025, were in
ordinary course of business and at arm's length basis and in accordance with the
provisions of the Act and the Rules made thereunder, the Listing Regulations and the
Company's Policy on Related Party Transactions and that the provisions of Section 188 of
the Companies Act, 2013 are not attracted. Thus disclosure in Form AOC-2 is not required.
There are no related party transactions that may have potential conflict with the
interest of the Company at large. The attention of the Members is drawn to the notes to
the Financial Statement setting out the related party transactions disclosures, for
Financial Year 2024 - 2025.
11. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Pursuant to the provisions of Section 135 of the Companies Act, 2013, read with the
Companies (Corporate Social Responsibility Policy) Rules, 2014, the requirement to
constitute a Corporate Social Responsibility Committee and undertake CSR activities is not
applicable to the Company for the financial year 2024-25, as the Company does not meet
prescribed thresholds under the Act.
12. RISK MANAGEMENT
The Company is not required to comply with the Regulation 21 of the SEBI (Listing
Regulations). However, the Company makes constant effort to identify, assess, report and
monitor the risk associated with the business of the Company. The policy for risk
management is updated in the website of the Company and the web link of the same is
https://www.shikharleasingandtrading.in/
13. INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference to the
financial statements. During the year such controls were tested and no reportable material
weakness in the design or operation was observed.
14. PREVENTION OF INSIDER TRADING
Your Company has in place a Code of Conduct for Prohibition of Insider, which lays Down
the process for trading in securities of the Company by the Designated Persons and to
regulate, monitor and report trading by the employees of the Company either on his/her own
behalf or on behalf of any other person, on the basis of Unpublished Price Sensitive
Information. The aforementioned amended Code, as amended, is available on the website of
the Company.
All Directors on the Board and the designated employees have confirmed compliance with
the Code.
15. DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with provisions of Section 152 of the Companies Act, 2013 and the
Company's Articles of Association, Mrs. Julie Mehul Shah (DIN: 03500721), Director
(Executive and Non-Independent) retires by rotation at the ensuing 41st Annual General
Meeting and being eligible offers herself for re-appointment. The Board recommends the
appointment of Mrs. Julie Mehul Shah (DIN: 03500721) for the consideration of the members
of the Company.
Further, Mr. Vipul Popatlal Chheda (DIN: 00297838) was re-appointed as a Wholetime
Director of the Company for a further term of five years w.e.f. 01/04/2024 to 31/03/2029.
Mr. Girish Manilal Boradia, Non-Executive & Independent Director, whose two terms
of 5 years each expired on conclusion of the 40th Annual General Meeting held on 24th
September, 2024, ceased to be the Director of the Company in terms of Section 149 of the
Companies Act, 2013 and SEBI (LODR) Regulations, 2015.
Mr. Sunil Hirji Shah, Non-Executive & Independent Director, whose two terms of 5
years each expired on conclusion of the 40th Annual General Meeting held on 24th
September, 2024, ceased to be the Director of the Company in terms of Section 149 of the
Companies Act, 2013 and SEBI (LODR) Regulations, 2015.
Mrs. Heena Sanjay Desai, Chief Financial Officer was appointed as Compliance Officer in
Interim capacity w.e.f. 23rd July, 2024 and ceased to be the same on 7th October, 2024.
Ms. Jai Prakash Vaidya was appointed on 7th October, 2024 as the Company Secretary
& Compliance Officer of the Company and has been designated as the
Key Managerial Personnel of the Company with effect from the appointment date pursuant
to the provisions of Section 203 of the Act.
Mr. Ravindra Kanji Myatra (DIN: 00298604) was appointed as Non-Executive, Independent
Director, not liable to retire by rotation, for the first term to hold office for the
period of five consecutive years with effect from conclusion of the 40th Annual General
Meeting held on 24th September, 2024 up to the conclusion of the Annual General Meeting to
be held for the financial year 31st March, 2029.
Mr. Dhanesh Bipinchandra Parikh (DIN: 00676930) was appointed as NonExecutive,
Independent Director, not liable to retire by rotation, for the first term to hold office
for the period of five consecutive years with effect from conclusion of the 40th Annual
General Meeting held on 24th September, 2024 up to the conclusion of the Annual General
Meeting to be held for the financial year 31st March, 2029.
Pursuant to the provisions of Section 203 of the Act, Mr. Vipul Popatlal Chheda (DIN:
00297838), Whole-Time Director and Ms. Heena Sanjay Desai, Chief Financial Officer of the
Company were the Key Managerial Personnel of the Company for the Financial Year 2024-25.
Declaration by Independent Directors:
All Independent Directors have given declarations to the effect that they meet the
criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 read
with Regulation 16 of SEBI (Listing obligations and Disclosures Requirements), Regulations
2015. In the opinion of the Board, Independent Directors fulfil the conditions specified
in the Act, Rules made there under and Listing Regulations. There has been no change in
the circumstances affecting their status as Independent Directors of the Company.
None of the Directors disqualifies for appointment/ reappointment under Section 164 of
the Companies Act, 2013.
Evaluation of Board's Performance:
The Company has devised a Policy for performance evaluation of the Board, Committees
and other individual Directors (including Independent Directors) which include criteria
for performance evaluation of Non-executive Directors and Executive Directors. The
evaluation process inter alia considers attendance of Directors at Board and committee
meetings, acquaintance with business, communicating inter se board members, effective
participation, domain knowledge, compliance with code of conduct, vision and strategy.
Your Company has established well defined familiarization and induction program.
Further, at the time of the appointment of an Independent Director, the Company issues a
Letter of appointment outlining his / her role, function, duties and responsibilities.
The Board carried out an annual performance evaluation of the Board, Committees,
Individual Directors and the Chairman. The Chairman of the respective Committees shared
the report on evaluation with the respective Committee members. The performance of each
Committee was evaluated by the Board, based on report on evaluation received from
respective Committees.
The report on performance evaluation of the Individual Directors was reviewed by the
Chairman of the Board and feedback was given to Directors. Pursuant to the provisions of
the Companies Act, 2013 read with the Rules issued there under and the Listing Regulations
(including any statutory modification(s) or reenactments) for the time being in force),
the process for evaluation of the annual performance of the Directors / Board / Committees
was carried out.
In a separate meeting of Independent Director's, performance of non-independent
directors, performance of the board as a whole and performance of the chairman was
evaluated, taking into account the view of executive directors and nonexecutive directors.
The same was discussed in the board meeting that followed the meeting of the independent
directors at which the performance of the Board, its committees and individual directors
was also discussed. Performance evaluation of independent directors was done by the entire
board excluding the independent directors being evaluated.
16. AUDITORS AND AUDITORS' REPORT
Statutory Auditors
In accordance with provisions of Companies Act, 2013 the members at the 38th Annual
General Meeting held on September 30, 2022 had approved appointment of M/s. A D V &
Associates (Firm Registration No - 128045W) for five (5) years, till the conclusion of the
43rd Annual General Meeting to be held in the year 2027, As per the provisions of Section
139 of the Act, they have not disqualified from continuing as Auditors of the company.
The Auditors of the company have not reported any instance of fraud committed against
the company by its officers or employees under Section 143(12) of the Companies Act, 2013.
The Auditors' Report for FY 2024-25 is unmodified i.e. it does not contain any
qualification, reservation or adverse remark or disclaimer.
Secretarial Auditor
Pursuant to the provisions of Section 204(1) and other applicable provisions, if any,
of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration
of Managerial Personnel), Rules 2014, M/s D. Kothari & Associates, Practicing Company
Secretaries as Secretarial Auditor to conduct Secretarial Audit of the Company in the
upcoming 41st Annual General Meeting to be held on 30th June, 2025, for the period of Five
consecutive years commencing from Financial Year 2025-26 and ending on Financial Year
202930 at a remuneration as may be decided by the Board from time to time.
The Secretarial Audit report for the financial year ended on March 31, 2025 received
from M/s D. Kothari & Associates is annexed herewith and marked as "Annexure
I" to this report.
They have made above comment which includes our response to them.
1. The Company was non-compliant with regard to comply with the minimum public
shareholding requirement under the Regulation 38 of SEBI (LODR) Regulations, 2015
(Compliance with requirement of Minimum Public Shareholding (MPS). During the year the
Company has allotted 2,77,260 Equity Shares as fully paid - up Bonus Equity shares of Rs.
10/- each to the non - promoters i.e. public Equity shareholders in the board meeting held
on 7th October, 2024 to comply with the regulation 38.
Our response to the above comment is that, as mentioned above the provisions of
Regulation 38 of SEBI LODR have been complied.
2. The Company is non-Compliant for dematerialization of Promoters shareholding under
Regulation 31(2) of SEBI (LODR)Regulations, 2015
Our response to the above comment is that, most of the Promoter Shareholders has
already dematerialized their Shares and will shortly completely comply with the above
requirement.
3. The Company was non-compliant under regulation 6(1) of SEBI (LODR) Regulations,
2015, with requirement to appoint a qualified company secretary as the compliance officer.
Further the Company has appointed CS Jai Vaidya as whole time Company Secretary and
compliance officer with effect from 7th October, 2024 and complied with the provision of
Regulation 6(1).
Our response to the above comment is that, as mentioned above the provisions of
Regulation 6(1) of SEBI LODR have been complied on 7th October, 2024.
4. The Company is non-compliant for Non-submission of the Annual Report within the
period prescribed under the Regulation 34 of SEBI (LODR) Regulations, 2015
Our response to the above comment is that the same was due to oversight and it was
rectified on immediate basis.
5. The Company is non-compliant for not implemented the bonus issue (i.e. commencement
of trading) within a period of two months from the date of meeting of Board of Directors
of the Company approving the bonus issue under the Regulation 295(1) of SEBI (Issue of
Capital & Disclosure Requirement) Regulations, 2018.
Our response to the above comment is that the delay was due to compliance with the
regulatory requirements that were needed to be complied to implement bonus issue.
Cost Auditor:
The provisions of Section 148 of the Companies Act, 2013, read with the Companies (Cost
Records and Audit) Rules, 2014 relating to Appointment of Cost Auditors is not applicable
to Company.
17. DEMATERIALISATION OF SHARES
The shares of your Company are being traded in electronic form and the Company has
established connectivity with both the depositories i.e., National Securities Depository
Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the
numerous advantages offered by the Depository system, Members are requested to avail the
facility of dematerialization of shares with either of the Depositories as aforesaid. As
on March 31, 2025, 86.69 % of the share capital stands dematerialized.
18. CORPORATE GOVERNANCE
Pursuant to Chapter IV of the SEBI Listing Regulations, the provision with regard to
Corporate Governance is not applicable to the Company as the paid up equity capital does
not exceed 10 crores and net worth does not exceed 25 crores as on the last day of the
previous financial year. Further your Company aims and constantly strives in maintaining
the highest standards of Corporate Governance practices.
19. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Pursuant to Regulation 34 of the SEBI Listing Regulations, top one thousand listed
entities based on market capitalization shall provide Business Responsibility and
Sustainability Report. The Company is outside the purview of top one thousand listed
entities. In view of this Business Responsibility and Sustainability Report is not
applicable.
20. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34(2) read with the Schedule V of the SEBI Listing Regulations,
it is required to annex Management Discussion and Analysis Report of the Company to the
Annual Report. In compliance of the above mentioned provisions, said report for the
financial year ended March 31, 2025 is annexed herewith and marked as Annexure to this
report in "Annexure II".
21. MEETINGS OF THE BOARD AND THEIR COMMITTEES
a) Meetings of the Board:
Six meetings of the Board of Directors were held during the year on the following dates
i.e. 30th May, 2024, 23rd July, 2024, 13th August, 2024, 7th October, 2024, 13th November,
2024 and 10th February, 2025.
b) Constitution of Committees:
(1) Audit Committee:
The Company has constituted Audit Committee which comprises of following directors
namely:
Name of Member |
Category |
Status |
No. of Meeting entitled to attend |
No. of Meeting attended |
*Mr. Ravindra Kanji Myatra |
Non-Executive & Independent Director |
Chairman |
2 |
2 |
*Mr. Dhanesh Bipinchandra Parikh |
Non-Executive & Independent Director |
Member |
2 |
2 |
**Mr. Girish Manilal Boradia |
Non-Executive & Independent Director |
Chairman |
2 |
2 |
**Mr. Sunil Hirji Shah |
Non-Executive & Independent Director |
Member |
2 |
2 |
Mr. Julie Mehul Shah |
Non - Executive & Non Independent Director |
Member |
4 |
4 |
*Mr. Ravindra Kanji Myatra and Mr. Dhanesh Bipinchandra Parikh was appointed as
Chairman and Member respectively w.e.f 13th August, 2024 **Mr. Girish Manilal Boradia and
Mr. Sunil Hirji Shah ceased as Chairman and Member respectively w.e.f. 13th August, 2024
All the recommendations made by the Audit Committee were accepted by the Board.
Four Meetings of Audit Committee was held on 30th May, 2024, 13th August, 2024, 13th
November, 2024 and 10th February, 2025.
(2) Nomination & Remuneration Committee:
The Company has constituted the Nomination & Remuneration Committee of the Board is
constituted to formulate and recommend to the Board from time to time, a compensation
structure for Managing Directors / Whole-time Directors and Managerial Personnel of the
Company.
The constitution of nomination and Remuneration Committee is as follows:
Name of Member |
Category |
Status |
No. of Meeting entitled to attend |
No. of Meeting attended |
*Mr. Ravindra Kanji Myatra |
Non-Executive & Independent Director |
Chairman |
1 |
1 |
*Mr. Dhanesh |
Non-Executive & |
Member |
1 |
1 |
Bipinchandra Parikh |
Independent Director |
|
|
|
**Mr. Girish Manilal Boradia |
Non-Executive & Independent Director |
Chairman |
NA |
NA |
**Mr. Sunil Hirji Shah |
Non-Executive & Independent Director |
Member |
NA |
NA |
Mr. Julie Mehul Shah |
Non-Executive & Non Independent Director |
Member |
1 |
1 |
*Mr. Ravindra Kanji Myatra and Mr. Dhanesh Bipinchandra Parikh was appointed as
Chairman and Member w.e.f. 13th August, 2024.
**Mr. Girish Manilal Boradia and Mr. Sunil Hirji Shah ceased as Chairman and Member
w.e.f 13th August, 2024.
Two Meetings of the Nomination and Remuneration Committee was held on 13th August, 2024
and 7th October, 2024.
(3) Stakeholders Relationship Committee:
The Company has re-constituted Stakeholders Relationship Committee and comprises the
following directors namely:
Name of Member |
Category |
Status |
No. of Meeting entitled to attend |
No. of Meeti ng attend ed |
*Mr. Ravindra Kanji Myatra |
Non-Executive & Independent Director |
Chairman |
1 |
1 |
*Mr. Dhanesh Bipinchandra Parikh |
Non-Executive & Independent Director |
Member |
1 |
1 |
*Mr. Julie Mehul Shah |
Non - Executive & NonIndependent Director |
Member |
1 |
1 |
**Mr. Girish Manilal Boradia |
Non-Executive & Independent Director |
Chairman |
NA |
NA |
**Mr. Sunil Hirji Shah |
Non-Executive & Independent Director |
Member |
NA |
NA |
**Mr. Vipul Popatlal Chheda |
Executive, Whole-time Director |
Member |
NA |
NA |
*Mr. Ravindra Kanji Myatra, Mr. Dhanesh Bipinchandra Parikh, Mr. Julie Mehul Shah was
appointed w.e.f. 13th August, 2024
**Mr. Girish Manilal Boradia, Mr. Sunil Hirji Shah and Mr. Vipul Popatlal Chheda ceased
w.e.f. 13th August, 2024
One Meeting of the Stakeholder Relationship Committee was held on 10th February, 2025.
(4) Independent Directors Meeting:
In compliance with the provisions of Secretarial Standards, Companies Act, 2013 and the
SEBI Listing Regulations, separate meeting of Independent Directors was held and the
following agenda item were considered at the meeting:
a) Review the performance of Non - Independent Directors and the Board of Directors as
a whole;
b) Review performance of the Chairman, taking into account the views of the Executive
Directors and Non - Executive Directors;
c) Assess the quality, quantity and timelines of flow of information between the
Company Management and the Board that is necessary for the Board to effectively and
reasonably perform their duties.
One Independent Committee Meeting was held on 10th February, 2025.
22. REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES:
The Company has in place appropriate policy on Directors' appointment and remuneration
as required under Section 178(3) of the Act, which has been uploaded on the Company's
website and web link of the same is https://www.shikharleasingandtrading.in/.
23. CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF AN
INDEPENDENT DIRECTOR AND CRITERIA FOR EVALUATION:
The Company has in place appropriate policy for determining qualifications, positive
attributes, independence of an Independent Director, which has been uploaded on the
Company's website and web link of the same is https://www.shikharleasingandtrading.in/.
24. VIGIL MECHANISM:
The Company has established a vigil mechanism and oversees through the Audit Committee,
the genuine concerns expressed by the employees and other Directors. The Company has also
provided adequate safeguards against victimization of Employees and Directors who express
their concerns. The Company has also provided direct access to the Chairman of the Audit
Committee on reporting issues concerning the interests of Company's employees and the
Company. The Vigil Mechanism Policy is available on Company's website
https://www.shikharleasingandtrading.in/.
25. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES
PROVIDED:
The full details of loans given and guarantees given have been provided in the notes to
the financial statement for the year ended 31st March, 2025. There are no Investments made
by the Company as at 31st March, 2025. The Company has not provided any security during
the year.
26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:
The Statement on conservation of Energy, technology absorption foreign exchange
earnings and out go is given in the "Annexure III" to this report.
27. ANNUAL RETURN:
The Annual Return of the Company for the year ended March 31, 2025 prepared in
compliance with Section 92 of the Companies Act, 2013 and related Rules in prescribed Form
No. MGT-7 is placed on the website of the Company and can be accessed at the web link:
www.shikharleasingandtrading.in.
28. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
The Disclosure required under Section 197(12) of the Act read with the Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the
Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016, is
annexed as "Annexure -IV" which forms part of this Report.
The Company does not have cany employee whose particulars are required to be disclosed
in terms of the provisions of Section 197(12) of the act read with Rule
5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules 2014, hence furnishing of the same does not arise.
29. MARKET CAPITALIZATION AND PE RATIO:
Market Capitalization as on March 31, 2024 Rs. 31.50 Lacs Market Capitalization as on
March 31, 2025 Rs. 40.23 Lacs
There is no change in market capitalization
PE ratio as on March 31, 2024 Rs. 0.16
PE ratio as on March 31, 2025 Rs. 2.89
The shares of the Company are not ordinarily traded on BSE.
Note on Market Capitalisation and P/E Ratio (as per SEBI Disclosure Requirements):
Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, the
Company is required to disclose certain financial ratios and market-based indicators.
However, the equity shares of the Company are not actively traded on the stock exchange.
Consequently, the market capitalisation and price-to-earnings (P/E) ratio derived from
such limited trading data may not be reliable indicators of the Company's valuation.
Further, due to the absence of active trading, the Bombay Stock Exchange (BSE) has not
adjusted the indicative market price of the shares to reflect the recent bonus issue. This
has resulted in an overstated and potentially misleading market capitalisation.
Stakeholders and investors are therefore advised to exercise caution.
30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
No significant and material order has been passed by the regulators, courts, tribunals
impacting the going concern status and Company's operations in future.
31. REPORTING OF FRAUDS:
There was no instance of fraud during the year under review, which required the
Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12)
of Act and Rules framed thereunder.
32. PREVENTION OF SEXUAL HARASSMENT IN THE COMPANY:
The provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 ("POSH Act") are duly noted by the Company. However, as
the number of employees is below the prescribed threshold, the requirement to constitute
an Internal Complaints Committee (ICC) is currently not applicable.
Nevertheless, the Company values the dignity of individuals and strives to provide a
safe and respectable work environment to all its employees. The Company is committed to
providing an environment, which is free of discrimination, intimidation and abuse.
Your Directors state that during the year under review, no complaints were filed
pursuant to the POSH Act.
33. GENERAL:
Your Directors state that no disclosure or reporting is required in respect of the
following items as the provisions were not applicable to the company or there were no
transactions on these items during the year under review: -
- Issue of equity shares with differential rights as to dividend, voting or otherwise.
- The Company does not have any scheme of provision of money for the purchase of its
own shares by the employees or by trustees for the benefit of employees.
- The Company does not have any subsidiaries, hence, the question of receiving
remuneration or commission by the Managing Directors or Whole Time Directors of the
Company from subsidiary does not arise.
- The details of the top ten employees and employees who were drawing remuneration in
excess of limits prescribed under Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 read with Section 197 of the Companies Act, 2013.
- The Company has not issued any sweat equity shares during the year under review and
hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13)
of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
- The Company has not issued any equity shares under Employees Stock Option Scheme
during the year under review and hence no information as per provisions of Section
62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture)
Rules, 2014 is furnished.
- Maintenance of cost records as specified by the Central Government under subsection
(1) of section 148 of the Companies Act, 2013, is not applicable and not required by the
Company.
- No application has been made and no proceeding is pending under the Insolvency and
Bankruptcy Code, 2016.
- There were no instance of one-time settlement with banks or financial institutions
and hence the differences in valuation as enumerated under Rule 8(5)(xii) of Companies
(Accounts) Rules, 2014, as amended, do not arise.
34. ACKNOWLEDGEMENT
The Board of Directors would like to express the sincere appreciation for the
assistance and cooperation received from banks, government authorities and members during
the year under review.
The Board of Directors also wish to place on record its deep sense of appreciation for
the committed services by the Company's executives, staff and workers.
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For and on behalf of the Board of Directors |
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Vipul P. Chheda |
Julie Mehul Shah |
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Wholetime Director |
Director |
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DIN:00297838 |
DIN: 03500721 |
Date: 20th May, 2025 |
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Place: Mumbai |
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