|
To, The Members,
7NR Retail Limited
Your Directors are pleased to present the 13th Director's Report on the
Business and Operations of the Company together with the Audited Financial Statements
along with the Auditor's Report for the Financial Year ended on 31st March,
2025.
1. FINANCIAL RESULTS:
The financial performance of the Company for the Financial Year ended on 31st
March, 2025 and for the previous financial year ended on 31st March, 2024 is
summarized as below:
(Rs. in Lakhs)
Particulars |
Financial Year |
Financial Year |
|
2024-25 |
2023-24 |
Revenue from Operations |
2146.91 |
1162.16 |
Other Income |
8.95 |
58.55 |
Total Revenue |
2155.86 |
1220.71 |
Total Expenses |
2113.20 |
1336.71 |
Profit / Loss before Depreciation, Exceptional and |
22.95 |
(88.57) |
Extra Ordinary Items and Tax Expenses |
|
|
Less: Depreciation / Amortization / Impairment |
19.71 |
(27.42) |
Profit / Loss before Exceptional and Extra |
42.66 |
(115.99) |
Ordinary Items and Tax Expenses |
|
|
Less: Exceptional and Extra Ordinary Items |
0.00 |
0.00 |
Profit / Loss before Tax Expenses |
42.66 |
(115.99) |
Less: Current Tax |
1.21 |
0.00 |
Tax Adjustment of Earlier Years |
7.12 |
0.00 |
Deferred Tax |
1.56 |
(4.56) |
Profit / Loss for the Period |
32.77 |
(111.43) |
2. OPERATIONS:
Total revenue for Financial Year 2024-25 is Rs. 2115.86Lakhs compared to the total
revenue of Rs. 1220.71 Lakhs of previous Financial Year. The Company has incurred Profit
before tax for the Financial Year 2024-25 of Rs. 42.66 Lakhs as compared to Loss of Rs.
(115.99) Lakhs of previous Financial Year. Net Profit after Tax for the Financial Year
2024-25 is Rs. 32.77 Lakhs as against Net Loss of Rs. (111.43) Lakhs of previous Financial
Year. The Directors are continuously looking for the new avenues for future growth of the
Company and expect more growth in the future period.
3. CHANGE IN NATURE OF BUSINESS, IF ANY:
During the Financial Year 2024-25, there was no change in nature of Business of the
Company.
4. WEBLINK OF ANNUAL RETURN:
Pursuant to Section 92(3) read with Section134(3)(a) of the Act, the Annual Return as
on March 31, 2025 is available on the Company's website at www.info@7nrretaillrd.in.
5. SHARE CAPITAL:
A. AUTHORISED SHARE CAPITAL:
The authorized share capital of the Company as on 31st March, 2025 is Rs.
28,00,68,000/- (Rupees Twenty-Eight Crores Sixty-Eight Thousand Only) divided into
2,80,06,800 (Two Crores Eighty Lakhs Six Thousand Eight Hundred) Equity Shares of Re. 10/-
(Rupee Ten Only) each.
B. PAID-UP SHARE CAPITAL:
The paid-up share capital of the Company as on 31st March, 2025 is Rs.
28,006,8,000/- (Rupees Twenty-Eight Crores Sixty-Eight Thousand Only) divided into
2,80,06,800 (Two Crores Eighty Lakhs Six Thousand Eight Hundred) equity shares of Re. 10/-
(Rupee Ten Only) each.
6. DIVIDEND:
To conserve the resources for future prospect and growth of the Company, your directors
do not recommend any dividend for the Financial Year 2024-25 (Previous year - Nil).
7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining
unpaid or unclaimed for a period of seven years shall be transferred to the Investor
Education and Protection Fund ("IEPF"). During the year under review, there was
no unpaid or unclaimed dividend in the "Unpaid Dividend Account" lying for a
period of seven years from the date of transfer of such unpaid dividend to the said
account. Therefore, there were no funds which were required to be transferred to Investor
Education and Protection Fund.
8. TRANSFER TO RESERVES:
The Profit of the Company for the Financial Year ending on 31st March, 2025
is transferred to profit and loss account of the Company under Reserves and Surplus.
9. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF
THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE
FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT:
There have been no material changes and commitments, which affect the financial
position of the Company which have occurred between the end of the financial year to which
the financial statements relate and the date of this Report.
10. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
There are no significant material orders passed by the Regulators or Courts or
Tribunal, which would impact the going concern status of the Company and its future
operation.
11. MEETINGS OF THE BOARD OF DIRECTORS:
The Directors of the Company met at regular intervals at least once in a quarter with
the gap between two meetings not exceeding 120 days to take a view of the Company's
policies and strategies apart from the Board Matters.
During the year under the review, the Board of Directors met 6 (Six) times viz. 8th
May, 2024, 5th August, 2024, 14th October, 2024, 29th
October, 2024, 5th February, 2025 and 29th March, 2025.
12. DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134 (3)(c) and Section 134(5) of the
Companies Act, 2013, to the best of their knowledge and belief the Board of Directors
hereby submit that:
a. In the preparation of the Annual Accounts, for the year ended on 31st
March, 2025 the applicable accounting standards read with requirements set out under
Schedule III to the Act, have been followed and there is no material departure from the
same;
b. The Directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of financial year and of the
profit of the Company for the financial year ended on 31st March, 2025.
c. The Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
d. The Directors had prepared the Annual Accounts on a going concern basis;
e. The Directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are operating
effectively and;
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.
13. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The provisions of section 135 of the Companies Act, 2013 is not applicable to your
Company as the Company does not fall under the criteria limits mentioned in the said
section of the Act.
Hence, the Company has not taken voluntary initiative towards any activity mentioned
for Corporate Social Responsibility.
14. EXPLANATIONS / COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE
REMARK OR DISCLAIMER MADE:
i. Auditors' Report:
There were no qualifications, reservations, adverse remarks or disclaimer made by the
Auditors in their report on the financial statement of the Company for the financial year
ended on 31st March, 2025.
ii. Secretarial Auditor's Report:
The report of the Secretarial auditor has not made any adverse remark in their Audit
Report except: a) The Company has not Filed the Form DIR-12 for the Appointment and
Regularization of its Director Ms. Hiral Patel (DIN: 09719512)
Reply: The Company was unable to file Form DIR-12 for the appointment and
regularization of Ms. Hiral Patel (DIN: 09719512) due to a technical issue relating to the
association of the concerned signatory's digital signature with the MCA Portal. The issue
has been identified, and necessary corrective measures are in progress. The form will be
filed promptly upon resolution of the matter.
15. PARTICULARS OF LOANS, GUARANTEES, SECURITIES COVERED OR INVESTMENTS MADE UNDER
SECTION 186 OF THE COMPANIES ACT, 2013:
The details of loans, investment, guarantees and securities covered under the
provisions of section 186 of the Companies Act, 2013 are provided in the financial
statement.
16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
During the year under review, all the Related Party Transactions were entered at arm's
length basis and in the ordinary course of business and were in compliance with the
applicable provisions of the Act and the Listing Regulations.
The Company has formulated and adopted a policy on dealing with related party
transactions, in line with Regulation 23 of the Listing Regulations, which is available on
the website of the Company at www.info@7nrretaillrd.in.
As a part of the mandate under the Listing Regulations and the terms of reference, the
Audit Committee undertakes quarterly review of related party transactions entered into by
the Company with its related parties. Pursuant to Regulation 23 of Listing Regulations and
Section 177 of the Act, the Audit Committee has granted omnibus approval in respect of
transactions which are repetitive in nature, which may or may not be foreseen, not
exceeding the limits specified thereunder. The transactions under the purview of omnibus
approval are reviewed on quarterly basis by the Audit Committee. Pursuant to Regulation
23(9) of the Listing Regulations, your Company has filed the disclosures on Related Party
Transactions in prescribed format with the Stock Exchanges.
Pursuant to Section 134(3)(h) of the Act and Rule 8(2) of the Companies (Accounts)
Rules, 2014, the details of contracts/arrangements entered with related parties in
prescribed Form AOC-2, is annexed herewith as "Annexure I" to this
Report.
17. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report as required under Regulation 34 and
Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015
forms an integral part of this Report, and provides the Company's current working and
future outlook as per Annexure – 2.
18. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has in place adequate internal financial controls with reference to
financial statement across the organization. The same is subject to review periodically by
the internal audit cell for its effectiveness. During the financial year, such controls
were tested and no reportable material weaknesses in the design or operations were
observed. The Statutory Auditors of the Company also test the effectiveness of Internal
Financial Controls in accordance with the requisite standards prescribed by ICAI. Their
expressed opinion forms part of the Independent Auditor's report.
Internal Financial Controls are an integrated part of the risk management process,
addressing financial and financial reporting risks. The internal financial controls have
been documented, digitized and embedded in the business processes.
Assurance on the effectiveness of internal financial controls is obtained through
management reviews, control self-assessment, continuous monitoring by functional experts.
We believe that these systems provide reasonable assurance that our internal financial
controls are designed effectively and are operating as intended.
During the year, no reportable material weakness was observed.
19. RESERVES & SURPLUS:
(Amount in Lakhs)
Sr. No. Particulars |
Amount |
| 1. Balance at the beginning of the year |
(53.13) |
| 2. Current Year's Profit / Loss |
32.77 |
| 3. Other Comprehensive Income |
- |
| 4. Securities Premium Account |
123.09 |
Total |
102.73 |
20. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF THE RISK MANAGEMENT POLICY
OF THE COMPANY:
The Company has framed formal Risk Management framework for risk assessment and risk
minimization for Indian operation which is periodically reviewed by the Board of Directors
to ensure smooth operations and effective management control. The Audit Committee also
reviews the adequacy of the risk management frame work of the Company, the key risks
associated with the business and measures and steps in place to minimize the same.
21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The details of conservation of energy, technology absorption etc. as required to be
given under section 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts)
Rules, 2014, is not given as the Company has not taken any major step to conserve the
energy etc.
There were no foreign exchange earnings or outgo during the year under review.
|
|
|
Sr. Foreign exchange earnings and outgo |
F.Y. 2024-25 |
F.Y. 2023-24 |
No. |
|
|
| 1. Foreign exchange earnings |
Nil |
Nil |
| 2. CIF value of imports |
Nil |
Nil |
| 3. Expenditure in foreign currency |
Nil |
Nil |
| 4. Value of Imported and indigenous Raw Materials, |
Nil |
Nil |
| Spare-parts and Components Consumption |
|
|
22. POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION:
The Remuneration policy is directed towards rewarding performance based on review of
achievements on a periodical basis. The remuneration policy is in consonance with the
existing industry practice and is designed to create a high-performance culture. It
enables the Company to attract, retain and motivate employees to achieve results. The
Company has made adequate disclosures to the members on the remuneration paid to Directors
from time to time. The Company's Policy on director's appointment and remuneration
including criteria for determining qualifications, positive attributes, independence of a
director and other matters provided under Section 178 (3) of the Act is available on the
website of the Company at www.7nrretailltd.in.
23. DISCLOSURES RELATING TO HOLDING, SUBSIDIARY, ASSOCIATE COMPANY AND JOINT VENTURES:
The Company does not have any Holding / Subsidiary / Associate Company and Joint
Venture.
24. 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 (ICSI). The Company has
devised proper systems to ensure compliance with its provisions and is in compliance with
the same.
25. REPORTING OF FRAUDS BY THE AUDITORS:
During the year under review, neither the Statutory nor the Secretarial Auditors has
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, the details
of which would need to be mentioned in the Board's Report.
26. STATE OF COMPANY'S AFFAIRS:
Management Discussion and Analysis Report for the year under review, as stipulated in
Regulation 34(2)(e) of SEBI Listing Regulations is given as a separate part of the Annual
Report. It contains a detailed write up and explanation about the performance of the
Company.
27. STATEMENT ON ANNUAL EVALUATION OF BOARD'S PERFORMANCE:
The Board evaluated the effectiveness of its functioning, that of the Committees and of
individual Directors, pursuant to the provisions of the Act and SEBI Listing Regulations.
The Board sought the feedback of Directors on various parameters including:
? Degree of fulfillment of key responsibilities towards stakeholders (by way of
monitoring corporate governance practices, participation in the long-term strategic
planning, etc.); ? Structure, composition, and role clarity of the Board and Committees; ?
Extent of co-ordination and cohesiveness between the Board and its Committees; ?
Effectiveness of the deliberations and process management; ? Board / Committee culture and
dynamics; and ? Quality of relationship between Board Members and the Management.
The above criteria are broadly based on the Guidance Note on Board Evaluation issued by
the Securities and Exchange Board of India on January 5, 2017.
The Chairman of the Board had one-on-one meetings with each Independent Director and
the Chairman of the Nomination and Remuneration Committee had one-on-one meetings with
each
Executive and Non-Executive, Non-Independent Directors. These meetings were intended to
obtain Directors' inputs on effectiveness of the Board/ Committee processes.
In a separate meeting of Independent Directors, performance of Non-Independent
Directors, the Board as a whole, and the Chairman of the Company was evaluated, taking
into account the views of Executive Directors and Non-Executive Directors.
The Nomination and Remuneration Committee reviewed the performance of the individual
directors and the Board as a whole.
In the Board meeting that followed the meeting of the independent directors and the
meeting of Nomination and Remuneration Committee, the performance of the Board, its
committees, and individual directors was discussed.
The evaluation process endorsed the Board Members' confidence in the ethical standards
of the Company, the resilience of the Board and the Management in navigating the Company
during challenging times, cohesiveness amongst the Board Members, constructive
relationship between the Board and the Management, and the openness of the Management in
sharing strategic information to enable Board Members to discharge their responsibilities
and fiduciary duties.
The Board carried out an annual performance evaluation of its own performance and that
of its committees and individual directors as per the formal mechanism for such evaluation
adopted by the Board. The performance evaluation of all the Directors was carried out by
the Nomination and Remuneration Committee.
The performance evaluation of the Chairman, the Non-Independent Directors and the Board
as a whole was carried out by the Independent Directors. The exercise of performance
evaluation was carried out through a structured evaluation process covering various
aspects of the Board functioning such as composition of the Board & committees,
experience & competencies, performance of specific duties & obligations,
contribution at the meetings and otherwise, independent judgment, governance issues etc.
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015, the Board has carried out the annual
performance evaluation of the Directors individually as well as evaluation of the working
of the Board by way of individual feedback from directors.
The evaluation frameworks were the following key areas:
a) For Non-Executive & Independent Directors:
Knowledge ? Professional Conduct
Comply Secretarial Standard issued by ICSI Duties? Role and functions
b) For Executive Directors:
Performance as leader
Evaluating Business Opportunity and analysis of Risk Reward Scenarios ? Key set
investment goal
Professional conduct and integrity
Sharing of information with Board. ? Adherence applicable government law
The Directors expressed their satisfaction with the evaluation process.
28. MANAGING THE RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES:
A. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has established vigil mechanism and framed whistle blower policy for
Directors and employees to report concerns about unethical behavior, actual or suspected
fraud or violation of Company's Code of Conduct or Ethics Policy.
B. BUSINESS CONDUCT POLICY:
The Company has framed "Business Conduct Policy". Every employee is required
to review and sign the policy at the time of joining and an undertaking shall be given for
adherence to the policy. The objective of the policy is to conduct the business in an
honest, transparent and in an ethical manner. The policy provides for anti-bribery and
avoidance of other corruption practices by the employees of the Company.
29. PARTICULARS OF EMPLOYEES:
The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration
of Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the
Employees of the Company has received remuneration above the limits specified in the Rule
5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel)
Rules, 2014 during the financial year 2024-25.
30. LOAN FROM DIRECTOR / RELATIVE OF DIRECTOR:
During the year under review, the Company has not entered into any materially
significant related party transactions which may have potential conflict with the interest
of the Company at large. Suitable disclosures as required are provided in AS-18 which is
forming the part of the notes to financial statement.
31. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Directors and Key Managerial Personnel of the Company are summarized below:
Sr. No. |
Name |
Designation |
DIN/PAN |
1. |
Mr. Tarachand Agrawal1 |
Managing Director |
00465635 |
2. |
Mr. Avantinath Anilkumar Raval |
Non-Executive Director |
07686783 |
3. |
Mr. Pranav Manoj Vajani |
Independent Director |
09213749 |
4. |
Ms. Ziral Soni2 |
Independent Director |
09213763 |
5. |
Mr. Jitendra Pradipbhai Parmar3 |
Independent Director |
09699769 |
6. |
Mr. Pradeepsingh Shekhawat |
CFO |
GCQPS6071D |
7. |
Ms. Yogita Dilipbhai Chelani4 |
Company Secretary |
CEPPC0184N |
8. |
Mr. Chetan Kumar Ojha5 |
Managing Director |
09706197 |
9. |
Ms. Purvi Agrawal6 |
Company Secretary |
BUAPA5968E |
10. |
Ms. Hiral Patel7 |
Independent Director |
09719512 |
| 11. |
Ms. Krishna Hareshbhai Bhatt8 |
Independent Director |
11203423 |
1. Mr. Tarachand Agrawal has resigned as a Managing Director w.e.f. 5th
February, 2025. 2. Ms. Ziral Soni has resigned as an Independent Director
w.e.f. 5th February. 2025. 3. Mr. Jitendra Pradibhai Parmar has
resigned as an Independent Director w.e.f. 5th February, 2025. 4.
Ms. Yogita Dilipbhai Chelani had been appointed as Company Secretary w.e.f. 15th
May, 2024 and has resigned w.e.f 8th October, 2024. 5. Mr. Chetan
Kumar Ojha has appointed as a Managing Director w.e.f. 5th February, 2025. 6.
Ms. Purvi Agrawal had been appointed as a Company Secretary w.e.f. 14th
October, 2024. 7. Ms. Hiral Patel had been appointed as an Independent Director
w.e.f. 5th February, 2025 and regularized as Independent Directors by the
members of the Company in the Extra-ordinary General Meeting held on 2nd May,
2025. 8. Ms. Krishna Hareshbhai Bhatt had been appointed as a Non-executive and
Independent Director w.e.f. 6th August, 2025.
Apart from the above changes, there were no other changes in the composition of the
Board of Directors of the Company during the Financial Year 2024-25 and till the date of
Board's Report.
As per Companies Act, 2013, the Independent Directors are not liable to retire by
rotation.
32. DECLARATION BY INDEPENDENT DIRECTORS:
Mr. Pranav Vajani, Ms. Hiral Patel and Ms. Krishna Hareshbhai Bhatt Independent
Directors of the Company have confirmed to the Board that they meet the criteria of
Independence as specified under Section 149 (6) of the Companies Act, 2013 and they
qualify to be Independent Director. They have also confirmed that they meet the
requirements of Independent Director as mentioned under Regulation 16 (1) (b) of SEBI
(Listing Obligation and Disclosure Requirements) Regulations, 2015. The confirmations were
noted by the Board.
33. CORPORATE GOVERNANCE:
As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, Report on Corporate Governance, and
certificate regarding compliance with the conditions of Corporate Governance are approved
to the Annual Report as
Annexure – 3.
34. DEPOSITS:
As per Section 73 of the Companies Act, 2013, the Company has neither accepted nor
renewed any deposits during the financial year. Hence, the Company has not defaulted in
repayment of deposits or payment of interest during the financial year.
35. DEMATERIALISATION OF EQUITY SHARES:
As per direction of the SEBI, the shares of the Company are under compulsory demat
form. The Company has established connectivity with both the Depositories i.e. National
Securities Depository Limited ("NSDL") and Central Depository Services (India)
Limited ("CDSL") and the Demat activation number allotted to the Company is
ISIN: INE413X01035. Presently shares are held in electronic and physical mode.
36. FORMAL ANNUAL EVALUATION PROCESS BY BOARD:
Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the
Board has carried the evaluation of its own performance, performance of Individual
Directors, Board Committees, including the Chairman of the Board on the basis of
attendance, contribution towards development of the Business and various other criteria as
recommended by the Nomination and Remuneration Committee of the Company. The evaluation of
the working of the Board, its committees, experience and expertise, performance of
specific duties and obligations etc. were carried out. The Directors expressed their
satisfaction with the evaluation process and outcome.
In a separate meeting of Independent Directors, the performances of Executive and Non -
Executive Directors were evaluated in terms of their contribution towards the growth and
development of the Company. The achievements of the targeted goals and the achievements of
the expansion plans were too observed and evaluated, the outcome of which was satisfactory
for all the Directors of the Company.
37. AUDITORS:
A. Statutory Auditor:
M/s. Aniket Goyal & Associates, Chartered Accountants, Ahmedabad (Firm Registration
No. 022331C), were appointed as the Statutory Auditors of the Company from the conclusion
of 11th Annual General Meeting held in the year 2023 till the conclusion of 15th
Annual General Meeting of the Company to be held in the year 2027.
M/s Aniket Goyal & Associates has resigned with effect from 14th May,
2025 as they do not propose to renew their peer review certificate in light of the planned
merger of their firm.
M/s. SSRV & Associates, Chartered Accountants, Mumbai, (FRN: 135901W) were
appointed in the EGM held on 20th June, 2025 till the ensuing Annual General
Meeting and is proposed to be appointed for 5 years in the Annual General Meeting to be
held on Wednesday, 10th September, 2025.
The report issued by Statutory Auditors for financial year 2024-25 does not contain any
qualifications or adverse remarks. The Statutory Auditors have not reported any frauds
under Section 143(12) of the Act.
B. Secretarial Auditor:
The Board of Directors pursuant to Section 204 of the Companies Act, 2013 read with
Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, has appointed Mr. Jay Pandya, Proprietor of M/s. Jay Pandya & Associates,
Company Secretaries, as a Secretarial Auditor of the Company to conduct Secretarial Audit
for the Financial Year 2024-25.
The Secretarial Audit Report for the Financial Year 2024-25 is annexed herewith as Annexure
4 in Form MR-3.
C. Internal Auditor:
The Board of directors has appointed M/s. Umesh Khese & Co., Chartered Accountants,
as the internal auditor of the Company. The Internal Auditor conducts the internal audit
of the functions and operations of the Company and reports to the Audit Committee and
Board from time to time.
38. DISCLOSURES
A. Composition of Audit Committee:
During the year under review, meetings of members of the Audit committee as tabulated
below, was held on 8th May, 2024, 5th August, 2024, 29th
October, 2024 and 5th February, 2025 the attendance records of the members of
the Committee are as follows:
Name |
Status |
No. of the Committee Meetings entitled |
No. of the Committee Meetings attended |
| Ms. Ziral Soni1 |
Chairman |
4 |
4 |
| Mr. Pranav Manoj Vajani |
Member |
4 |
4 |
| Mr. Avantinath Anilkumar |
Member |
4 |
4 |
| Raval |
|
|
|
| Ms. Hiral Patel2 |
Chairman |
0 |
0 |
1 Ms. Ziral Soni had resigned from the post of member of the Committee w.e.f. 5th
February, 2025. 2 Ms. Hiral Patel has been appointed as Chairman of the Committee w.e.f. 6th
February, 2025.
Composition of Audit Committee as on Date of Report:
Audit Committee was reconstituted on 6th August, 2025. Hence, Committee
Composition as on date of report is stated as below:
Name |
Status |
| Ms. Krishna Hareshbhai Bhatt |
Chairman |
| Ms. Hiral Patel |
Member |
| Mr. Chetan Kumar Ojha |
Member |
B. Composition of Nomination and Remuneration Committee:
During the year under review, meetings of the members of the Nomination and
Remuneration committee, as tabulated below, was held on 8th May, 2024, 14th
October, 2025 and 5th February, 2025, the attendance records of the members of
the Committee are as follows:
Name |
Status |
No. of the Committee Meetings entitled |
No. of the Committee Meetings attended |
| Ms. Ziral Soni1 |
Member |
3 |
3 |
| Mr. Pranav Manoj Vajani2 |
Member |
3 |
3 |
| Mr. Avantinath Anilkumar Raval |
Member |
3 |
3 |
| Ms. Hiral Patel3 |
Chairman |
0 |
0 |
1 Ms. Ziral Soni had resigned from the post of member of the Committee w.e.f. 5th
February, 2025. 2 Mr. Pranav Manoj Vajani designation has changed from Chairman to the
Member of the Committee w.e.f. 6th February, 2025. 3 Ms. Hiral Patel has been
appointed as Member of the Committee w.e.f. 6th February, 2025.
Composition of Nomination and Remuneration Committee as on Date of Report:
Nomination and Remuneration Committee was reconstituted on 6th August, 2025.
Hence, Committee Composition as on date of report is stated as below:
Name |
Status |
| Ms. Krishna Hareshbhai Bhatt |
Chairman |
| Ms. Hiral Patel |
Member |
| Mr. Avantinath Anilkumar Raval |
Member |
C. Composition of Stakeholders' Relationship Committee:
During the year under review, meetings of members of Stakeholders' Relationship
committee as tabulated below, was held on 5th August, 2024 and the attendance
records of the members of the Committee are as follows:
Name |
Status |
No. of the Committee Meetings entitled |
No. of the Committee Meetings attended |
| Mr. Pranav Manoj Vajani1 |
Member |
1 |
1 |
| Mr. Avantinath Anilkumar Raval2 |
Chairman |
1 |
1 |
| Mr. Tarachand Agrawal3 |
Member |
1 |
1 |
| Mr. Chetan Kumar Ojha4 |
Member |
NA |
NA |
1 Mr. Pranav Manoj Vajanidesignation has changed from Chairman to the Member of the
Committee w.e.f. 6th February, 2025. 2 Mr. Avantinath Anilkumar Raval
designation has changed from Member to the Chairman of the Committee w.e.f. 6th
February, 2025. 3 Mr. Tarachand Agrawal had resigned from the post of member of the
Committee w.e.f. 5th February, 2025. 4 Mr. Chetan Kumar Ojha has been appointed
as Member of the Committee w.e.f. 6th February, 2025.
Composition of Stakeholders' Relationship Committee as on Date of Report:
Stakeholders' Relationship Committee was reconstituted on 6th August, 2025.
Hence, Committee Composition as on date of report is stated as below:
Name |
Status |
| Mr. Avantinath Anilkumar Raval |
Chairman |
| Ms. Krishna Hareshbhai Bhatt |
Member |
| Mr. Chetan Kumar Ojha |
Member |
39. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
& REDRESSAL) ACT, 2013:
The Company has always been committed to provide a safe and conducive work environment
to its employees. Your Director's further state that during the year under review there
were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 as confirmed by the Internal Complaints Committee as
constituted by the Company.
The following no. of complaints was received under the POSH Act and the rules framed
thereunder during the year:
a. Number of complaints filed during the financial year - Nil b. Number of complaints
disposed of during the financial year - Nil c. Number of complaints pending as on end of
the financial year Nil
40. INDUSTRIAL RELATIONS:
The Directors are pleased to report that the relations between the employees and the
management continued to remain cordial during the year under review.
41. MAINTENANCE OF COST RECORDS:
According to information and explanation given to us, the Central Government has not
prescribed maintenance of cost records under section 148(1) of the Act in respect of
activities carried out by the Company.
42. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016:
During the year under review, there were no applications made or proceedings pending in
the name of the Company under the Insolvency and Bankruptcy Code 2016.
43. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE
TIME SETTLEMENT AND THE VALUATION DONE WHILE AVAILING LOAN FROM THE BANKS AND FINANCIAL
INSTITUTIONS:
During the year under review, there has been no one time settlement of Loans taken from
Banks and Financial Institutions.
44. ACKNOWLEDGEMENTS:
Your Director's would like to express their sincere appreciation for the co-operation
and assistance received from the Bankers, Regulatory Bodies, Stakeholders including
Financial Institutions, Suppliers, Customers and other business associates who have
extended their valuable sustained support and encouragement during the year under review.
Your Director's take this opportunity to recognize and place on record their gratitude
and appreciation for the commitment displayed by all executives, officers and staff at all
levels of the Company. We look forward for the continued support of every stakeholder in
the future.
|