Dear Shareholders,
Your directors have pleasure in presenting the 14,n Annual
Report together with Audited accounts for the year ended 31.03.2024
1. FINANCIAL RESULTS:
The financial results for the year ended 31.03.2024 and for previous
year ended 31.03.2023 are as under:
| PARTICULARS |
31.03.2024 |
31.03.2023 |
| Total Revenue |
7256.59 |
16305.7 |
| Less: Expenditure |
17134.14 |
22620.60 |
| Profit before exceptional items and tax |
(9877.55) |
(6315.43) |
| Less: Current Tax |
- |
- |
| Excess /short provision for tax for earlier years |
21.69 |
- |
| Less: Deferred Tax |
64.78 |
58.59 |
| Profit for the period |
(9964.02) |
(6374.02) |
| Other comprehensive income |
- |
- |
| Total comprehensive income |
(9964.02) |
(6374.02) |
The loss for period is Rs.9.96 lakhs as against the loss of Rs.6.37
lakhs in the previous year. Your Company is confident that the Retail trade will grow in
the coming years.
2. STATE OF AFFAIRS OF THE COMPANY & CHANGE IN NATURE OF BUSINESS:
The Company is engaged in the business of Retail trade. There is no
change in the nature of business during the year under review.
3. DIVIDEND:
The Board does not recommend any dividend for the year.
4. RESERVES:
No amount is proposed to be transferred to General Reserves during the
year.
5. SHARE CAPITAL:
During the year under review, there were no changes in the Share
Capital of the Company. The Authorised share capital of Company is Rs.13.00 Crores and
Paid up capital is Rs.12.31 Crores.
6. DEPOSITS:
The company has not accepted or invited any deposits under the
provisions of the Companies Act, 2013, and rules related thereto.
7. ANNUAL RETURN
The Annual Return for the year ended 31.03.2024 will be made available
in the website
www.shantiRuruindustries.com
8. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:
The Company is not having any subsidiary, associate and joint venture
company.
9. MATERIAL CHANGES AND COMMITMENTS:
No material changes and commitments which could affect the Company's
financial position have occurred between the end of the financial year of the Company and
the date of this report.
10. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS UNDER SECTION 186:
The Company had not advanced any loan, given guarantees, provided
security during the year.
11. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:
No significant and material orders have been passed by any Regulator or
Court or Tribunal which can have an impact on the going concern status and the Company's
operations in future.
12. BOARD OF DIRECTORS AND ITS COMMITTEES:
A. COMPOSITION OF THE BOARD OF DIRECTORS
The Board consists of Three Directors as at 31.03.2024 viz., a) One
Whole-time Director (Promoter) b) One Independent Director and c) One Non-Executive
Director.
Mr. Mahipal Sanghvi resigned as Executive Director w.e.f. 02.12.2023.
However, he continues his office as Chief Financial Officer.
Mr. Sarthak Sanghvi was appointed as Whole-time Director of the Company
for a period of three years w.e.f. 02.12.2023.
Mr. Bharat Kumar Dughar was appointed as an Additional Director /
Independent Director w.e.f. 05.04.2024. As an additional director he holds office upto the
date of ensuing Annual General Meeting and is eligible to continue as Director of the
Company. Your Board recommends his continuation in the best interests of the Company.
Mr. Ratanchand Lodha retires by rotation and being eligible offers
himself for re appointment.
B. KEY MANAGERIAL PERSONNEL:
Mrs. Ritika Agarwal was appointed Company Secretary and Compliance
officer w.e.f. 21.12.2023 and resigned w.e.f. 25.02.2024. Mr. Sripal Sanghvi ceased as CEO
w.e.f. 10.01.2024
Mr. Manish Agarwal was appointed as Company Secretary and Compliance
officer w.e.f. 26.02.2024
C. MEETINGS OF BOARD OF DIRECTORS
During the year the Board of Directors met 9 times on 18.04.2023,
29.05.2023, 01.08.2023, 14.08.2023, 14.11.2023, 02.12.2023, 21.12.2023, 10.01.204 and
26.02.2024. The gap between the two meetings was not more than 120 days. The Directors'
who attended these meetings are mentioned below.
| Sr Name of Director no |
Category |
Board meeting entitled to attend/ attended |
Attended 13lh AGM |
Directorship In Public / Pvt. companies |
Membership Chairmanship In other companies
committees |
| 1. Mr. Mahipal Sanghvi |
Promoter — Executive director |
9/5 |
YES |
NIL |
NIL |
| 2. Mr. Ratanchand Lodha |
NED |
9/7 |
YES |
1 |
NIL |
| 3. Mr. Jayaraman Madhusuthan |
Independent |
9/9 |
YES |
NIL |
NIL |
| 4. Mr. Sarthak Sanghvi |
Promoter-Whole time director |
9/4 |
YES |
NIL |
NIL |
D. AUDIT COMMITTEE
The Audit committee company comprises of three members and the
committee met two times on (i) 29.05.2023 and (ii) 14.11.2023. The Committee and details
of meeting attended as at 31.03.2024 are provided hereunder:
| Name of Director |
Designation |
Category |
Meetings eligible to attend / attended |
| Mr. Jayaraman Madhusuthan |
Chairman |
Independent Director |
2/2 |
| Mr. Ratanchand Lodha |
Member |
Non Executive Director |
2/2 |
| Mr. Mahipal Sanghvi * |
Member |
Executive Director |
2/2 |
| Mr. Sarthak Sanghvi ** |
Member |
Executive Director |
0/0 |
* Member upto 01.12.2023 ** Member w.e.f. 02.12.2023
E. NOMINATION & REMUNERATION COMMITTEE
Nomination and Remuneration committee met four times on 14.08.2023,
01.12.2023 21.12.2023 and 26.02.2024
| Name of Director |
Designation |
Category |
Meetings eligible to attend / attended |
| Mr. Jayaraman Madhusuthan |
Chairman |
Independent Director |
4/4 |
| Mr. Ratanchand Lodha |
Member |
Non Executive Director |
4/3 |
| Mr. Mahipal Sanghvi * |
Member |
Executive Director |
2/2 |
| Mr. Sarthak Sanghvi ** |
Member |
Whole-time Director |
2/2 |
* Member upto 01.12.2023 ** Member w.e.f. 02.12.2023
F. STAKEHOLDERS' RELATIONSHIP COMMITTEE:
The Stakeholders Relationship committee company comprises of three
members as at 31.03.2024. The committee met once on 26.02.2024
| Name of Director |
Designation |
Category |
Meetings eligible to attend / attended |
| Mr. Jayaraman Madhusuthan |
Member |
Independent Director |
1/1 |
| Mr. Ratanchand Lodha |
Chairman |
Non Executive Director |
1/0 |
| Mr. Mahipal Sanghvi * |
Member |
Executive Director |
NA |
| Mr. Sarthak Sanghvi ** |
Member |
Whole-time Director |
1/1 |
* Member upto 01.12,2023 ** Member w.e.f. 02.12.2023
STATUS OF COMPLAINTS RECEIVED, RESOLVED AND PENDING AS ON 315T
MARCH, 2024:
| Number of shareholders' complaints unresolved at the
beginning of year |
-Nil |
| Number of Shareholders' Complaints received during the
financial year |
- Nil |
| Number of Shareholders' Complaints resolved during the
financial year |
-Nil |
| Number of Shareholders' Complaints unresolved at the end of
the year |
-Nil |
G. RISK MANAGEMENT COMMITTEE:
The Risk Management committee company comprises of three members as at
31.03.2024. No meeting was held during the year.
| Name of Director |
Designation |
Category |
Meetings eligible to attend / attended |
| Mr. Jayaraman Madhusuthan |
Member |
Independent Director |
Nil |
| Mr. Ratanchand Lodha |
Chairman |
Non Executive Director |
Nil |
| Mr. Mahipal Sanghvi * |
Member |
Executive Director |
Nil |
| Mr. Sarthak Sanghvi ** |
Member |
Whole-time Director |
Nil |
* Member upto 01.12.2023 ** Member w.e.f. 02.12.2023
H. BOARD EVALUATION AT INDEPENDENT DIRECTORS MEETING:
The Independent Directors of the Company Mr. Jayaraman Madhusuthan and
Mr. Bharat Kumar Dughar held a separate meeting on 26.04.2024 without the attendance of
non- independent Directors and members of management. At the said meeting, they reviewed
the performance of non- independent Directors and the Board as a whole, including the
Chairman of the Company, taking into account the views of Executive Directors and
Non-Executive Directors.
Declaration of compliance by the Board members and senior management
personnel including Key managerial personnel to the code of conduct is attached as
ANNEXURE 1.
I. STATEMENT ON DECLARATION BY THE INDEPENDENT DIRECTORS OF THE
COMPANY:
The Independent directors have given declaration under Section 149 of
the Companies Act, 2013, that they meet the criteria of independence.
J. DIRECTORS' RESPONSIBILITY STATEMENT
In terms of the requirements of Section 134(5) of the Companies Act,
2013, we, on behalf of the Board of Directors, hereby confirm that:
a) In the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to material departures;
b) the Directors had selected such accounting policies and applied them
consistently and made judgments and estimate that are reasonable and prudent so as to give
a true and fair view of the state of affairs of the Company at the end of the financial
year and of the Loss of the Company for that period;
c) the Directors 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) the Directors had prepared the annual accounts ongoing concern
basis.
e) the directors had laid down internal financial controls to be
followed by the company and such internal financial controls are adequate and were
operating effectively.
f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
IB. AUDITORS & AUDIT REPORT:
At the 10th Annual General Meeting of the Company held on
March 31, 2021, the shareholders have appointed M/s. VENKAT & RANGAA LLP., Chartered
Accountants, as Statutory Auditors of the Company for a term of five years from the
conclusion of said Annual General Meeting to carry out the audit for the financial years
starting from 2020-21 to 2024-25.
14. SECRETARIAL AUDIT & SECRETARIAL REPORT:
Pursuant to provisions of Section 204 of the Companies Act, 2013 read
with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules
2014, your Company engaged the services of M/s. A.K. Jain & Associates, Company
Secretaries in Practice, Chennai to conduct the Secretarial Audit of the Company for the
financial year ended March 31, 2024. The Secretarial Audit Report (in Form MR-3) is
attached as ANNEXURE 2 to this Report.
| Observations |
Reply |
| (a) The Company does not have Woman Director as required u/s
149 of the Companies Act, 2013. |
(a) The Company is taking necessary steps to appoint Woman
director. |
| (b) The Company does not have the requisite number of
Independent Directors as required u/s 149 of the Companies Act, 2013. |
(b) The Company has appointed Mr. Bharat Kumar Dughar,
Independent Director, w.e.f. 05.04.2024. |
| (c) The composition of Audit, Nomination & Remuneration
committees are not in compliance with the provisions of the Section 177 and 178 of the
Companies Act, 2013. |
The Company had appointed Company Secretary u/s 203 of the
Companies Act, 2013, and designated as Compliance officer as per Regulation 6 of SEBI
(LODR) Regulations, 2015 w.e.f. 21.12.2023. Considering the size of the Company, there was
delay in appointing Company Secretary cum Compliance officer |
| (d) The Company does not have a Company Secretary as required
u/s 203 of the Companies Act, 2013, upto 20.12.2023 |
|
| (e) The Company does not have a Qualified Company Secretary
as the Compliance Officer as per Regulation 6 of the SEBI (LODR) Regulations, 2015 upto
20.12.2023 |
|
15. INTERNAL AUDIT:
M/s. SSP JAIN and ASSOCIATES LLP have been appointed as Internal
Auditors by the Board. Internal Audit reports are forwarded to management, who take
appropriate action as soon as possible. The company is maintaining a Structured Digital
Data System which is non tamperable.
16. CORPORATE SOCIAL RESPONSIBILITY POLICY:
The Company does not fall under the class of Companies mentioned under
Section 135 of the Companies Act, 2013, read with Companies (Corporate Social
Responsibility) Rules, 2014. Hence, the Company has not spent any funds towards Corporate
Social Responsibility.
17. VIGIL MECHANISM:
In accordance with section 177 of the Companies Act, 2013 and SEBI
(LODR) Regulations, 2015, the company has established a Vigil Mechanism and has a Whistle
Blower Policy. The policy provides a mechanism for all employees to report to the
management, grievances about the unethical behaviour or any suspected fraud. The policy is
available at the website of the company www.shantieuruindustries.com.
18. CORPORATE GOVERNANCE:
Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, does not apply to your Company. Hence, the report on Corporate
Governance is not provided.
19. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:
The transaction entered with the related parties is in the ordinary
course of business and at arm's length and is disclosed in the notes to the financial
statements.
20. DETAILS TO BE DISCLOSED UNDER RULE 5(2) OF THE COMPANIES
(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:
None of the employees drew remuneration in excess of the limits
prescribed in the relevant regulations. Hence, details of the employees of the Company as
required pursuant to 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is not furnished.
Having regard to the provisions of Section 136(1) read with its
relevant proviso of the Companies Act, 2013, the disclosure 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,
forming part of the Annual Report, is available for inspection at the registered office of
the company during working hours. Any member interested in obtaining such information may
write to the Compliance officer and the same will be furnished without any fee.
21. INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROL:
The company's internal control systems are commensurate with the nature
of its business and the size and complexity of its operations. In addition to the internal
control systems, the board has laid emphasis on adequate internal financial controls to
ensure that the financial affairs of the company are carried out with due diligence. Audit
observations therein and follow up actions thereon are reported to the audit committee.
22. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION &
FOREIGN EXCHANGE EARNINGS AND OUTGO:
The product dealt by the Company is material intensive and not power
intensive. However, the thrust on energy conservation continues and necessary measures for
optimization of energy consumption have been taken. The technology used is indigenous,
neither any foreign exchange was earned nor there was any outgo of foreign exchange during
the period under report.
23. LISTING WITH STOCK EXCHANGE
The Company's equity shares are listed in SME Platform of BSE Limited.
24. TRANSFER TO THE CREDIT OF INVESTOR EDUCATION PROTECTION FUND:
There are no amounts which need to be transferred to the Investor
Education and Protection Fund.
25. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROBHITION AND REDRESSAL), ACT, 2013:
The Company has in place an Anti-Sexual Harassment Policy in line with
the requirements of The Sexual Harassment of Women at Workplace Prevention, Prohibition
and Redressal), Act, 2013. During the year under review no complaints have been received.
26. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS
AS AT THE END OF THE FINANCIAL YEAR: -
Not Applicable
27. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:-
Not Applicable
28. ACKNOWLEDGEMENTS
Your Directors take this opportunity to thank the customers, suppliers,
bankers, business partners /associates, financial institutions and various regulatory
authorities for their consistent support / encouragement to the Company. Your Directors
would also like to thank the Members for reposing their confidence and faith in the
Company and its Management.