|
To,
The Members SANSTAR LIMITED
[CIN: L15400GJ1982PLC072555]
Dear Shareholders,
Your directors take pleasure in presenting the 43rd
Directors Report together with Audited Financial Statements and the Auditor's Report
for the Financial Year ended 31st March, 2025. This being the first report
following the Initial Public Offering (IPO) and listing on both the Stock Exchanges, the
Board extends a warm welcome to all our public shareholders and looks forward to your
ongoing trust and support.
1. FINANCIAL RESULTS:
The audited financial statements of the Company for the financial year
ended 31st March, 2025, have been prepared in accordance with the Indian
Accounting Standards (INDAS) as notified by the Ministry of Corporate Affairs and as
amended from time to time.
A summary of the comparative financial performance of the Company for
Financial Year 2024-25 and Financial Year 2023-24 is presented below:
(Amount in Lakhs)
PARTICULARS |
Year ended 31/03/2025 |
Year ended 31/03/2024 |
| Revenue from Operations |
95342.30 |
111010.43 |
| Other Income |
1803.08 |
1441.11 |
Total Income |
97145.38 |
112451.54 |
| Cost of Material Consumed |
71132.80 |
83292.99 |
Changes in inventories of
finished goods, work-in-progress and stock-in-trade |
-219.43 |
667.75 |
| Employee Benefits Expense |
2302.34 |
2195.77 |
| Finance Costs |
753.55 |
1073.83 |
| Depreciation and Amortization |
1144.71 |
1209.07 |
| Other expenses |
16528.90 |
16375.28 |
Total expenses |
91642.87 |
103479.19 |
Profit/(loss) before Tax (EBT) |
5502.51 |
8972.35 |
Tax expense: |
|
|
| (a) Current tax expense |
816.27 |
1668.71 |
| (b) Deferred tax |
196.88 |
627.01 |
| (c) Excess/ Shortage of tax earlier year |
109.52 |
00.00 |
Profit After Tax |
4379.84 |
6676.63 |
Earnings per share |
2.58 |
4.75 |
2. STATE OF THE COMPANY'S AFFAIRS: Operational Performance:
The company recorded operational revenue Rs 95342.30 lacs as compare to
Rs 111010.43 lacs.
The company achieved EBITDA Rs 7400.88 lacs during financial year
2024-25 as compared to 11255.24 lacs during financial year 2023-24. The company achieved
EBITDA margin 7.76% during financial year 2024-25 as compared to 10.14% during financial
year 2023-24. Export sales for the financial year 2024-25 was Rs 33995.82 lacs as compared
to financial year 2024-25 it was Rs 39443.83 lacs.
Capital Projects:
During the financial year, the company has started mega expansion at
Shirpur plant increasing by 1000 MT/Day from the existing installed capacity from 750
MT/Day thus cumulative capacity of Shirpur plant would be 1750 MT/Day. The company has
incurred Rs 11377 lacs (including advances) towards mega expansion project.
3. Transfer to Reserve:
The Board has not recommended to transfer any amount from Profit and
Los to Reserve Account.
4. DIVIDEND:
Considering the ongoing phase of the Company and in view of the
long-term interest of the Stakeholders, the Board believes that retaining the profits for
internal deployment is prudent and hence wants to retain the earnings. Hence the Board has
not recommended any dividend for the Financial Year ended on 31st March, 2025.
The Company is confident that the ongoing capacity will enable it to
cater to the growing market demand, enhance its market share, and create sustained value
for its stakeholders.
However, Company has adopted the Dividend Distribution Policy of the
Company pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended from time to time, ("Listing
Regulations"), which is available on the Company's
website:-https://www.sanstar.in/wp-content/uploads/invpdfs/2023-24/Codes_and_Policies/K_Dividend_Distribution_Policy.pdf
5. CHANGE IN NATURE OF BUSINESS:
During the Financial Year FY 2024-25, there is no change in the Nature
of the Business of the company.
6. FINANCE AND INSURANCE: a. Working Capital
Working capital requirements of the company during the year was almost
similar level as was in previous year. 85.04 crores outstanding as on 31st March 2024 was
repaid by the company during F. Y. 2024-25 out of IPO proceeds.
b. Term Loans
During the FY 2024-25, the company has not availed any fresh term Loan.
Company has prepaid Rs 14.96 crores from existing term loan out of IPO proceeds.
c. Insurance
All assets and insurable interests of the company, including building,
plant & machineries, stocks, stores and spares have been adequately insured against
various risks and perils. The company has also taken Directors and Officers Liability
Policy to provide coverage against the liabilities arising on them.
7. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE
FINANCIAL POSITION OF THE COMPANY:
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.
8. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S
OPERATIONS IN FUTURE:
During the period under review, no significant and material order has
been passed by the regulators, courts, tribunals impacting the going concern status and
Company's operations in future.
9. CHANGE IN REGISTERED OFFICE OF THE COMPANY:
During the year under review, there was no change in the Registered
office of the company and the Company continues to hold its registered office at Sanstar
House nr. Parimal Under Bridge, Opp. Suvidha Shopping Centre, Paldi, Ahmedabad, Gujarat,
India, 380007.
10. DETAILS OF REVISION OF FINANCIAL STATEMENT OR THE REPORT:
The company has not revised its financial statement or the Report in
respect of any of the three preceding financial years either voluntarily or pursuant to
the order of a judicial authority.
11. FINANCIAL PERFORMANCE:
In FY 2024 25, the Company achieved consistent revenue growth and
improved profitability, supported by operational efficiency, enhanced product mix, and
strong stakeholder relationships. The successful completion of the Initial Public Offering
(IPO) marked a significant milestone, strengthening the Company's capital structure
and reinforcing its long- term growth vision.
Total expenditure of the company for the period ended amounted to Rs.
91642.87/- (amount in Lakhs) and the Profit Before Tax (EBT) for the year ended 31st
March, 2025 amounted to Profit of Rs. 5502.51/- (Amounts in Lakhs).
The Directors are hopeful to increase the demand for company's
services in coming years and for better future result, the company has taken steps to
reduce costs which shall improve company's results in the long run.
12. SHARE CAPITAL:
a. AUTHORISED SHARE CAPITAL
The Authorized Share Capital of the Company is Rs. 38,00,00,000 /-
(Rupees Thirty-Eight Crore only) divided into 19,00,00,000 Equity Shares (Nineteen Crore
Only) of Rs. 2/- (Rupees Two only) each.
b. PAID UP CAPITAL
The Paid-up Share Capital of the Company is Rs. 36,44,88,500 /- (Rupees
Thirty-Six Crore Forty-Four Lakh Eighty-Eight Thousand Five Hundred only) divided into
18,22,44,250 Equity Shares (Eighteen Crore Twenty-Two Lakh Forty-Four Thousand Two Hundred
Fifty Only) of Rs. 2/- (Rupees Two only) each.
c. CHANGES IN SHARE CAPITAL, IF ANY:
During the Financial Year 2024-25, the Company has issued its Initial
Public Offerings of 5,37,00,000 equity shares of face value 2/- each comprising of:
i. Fresh Issue of 41800000 equity shares at an issue price of Rs. 95/-
per equity share; ii. An offer for sale of 11900000 equity shares at an issue price of Rs.
95/- per equity share.
i. Disclosure regarding issue of Equity Shares with Differential Rights
The Company has not issued any Equity Shares with Differential Rights
during the year under review.
ii. Disclosure regarding issue of Employee Stock Options The
Company has not provided any Stock Option Scheme to the employees.
iii. Disclosure regarding issue of Sweat Equity Shares The Company
has not issued any Sweat Equity Shares during the year under review.
iv. Disclosure regarding Buy Back of Securities The Company has not
bought back any of its securities during the year under review. v. Bonus Shares No
Bonus Shares were issued during the year under review.
13. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:
During the period under review, no amount was transferred to IEPF under
the provisions of Section 125 of Companies Act, 2013.
14. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Your Board has the right mix of Independent Directors (which includes
Woman Director) and Executive Directors, which blends and supports discussions which turn
into meaningful and strategically aligning decisions. As the Executive Directors come with
strong Industrial and Operational Experience, the Independent Directors have the mix of
Industrial, Banking, Financial and Legal Expertise. All the Independent Directors support
effective communication and governance, which culminates in better understanding and
better decision-making capabilities.
There are no changes in the composition of the Board of Directors of
the Company and hence, as at the end of financial year, the Composition of the Board of
Directors were as under:
DIN |
Name of Director/ Key
Managerial Personnel |
Designation |
00196397 |
Gouthamchand Sohanlal
Chowdhary |
Managing Director |
01370802 |
Sambhav Gautam Chowdhary |
Joint Managing Director |
01759527 |
Shreyans Gautam Chowdhary |
Joint Managing Director |
| 02724484 |
Aniket Sunil Talati |
Independent Director |
| 10373422 |
Atul Agarwal |
Independent Director |
09376887 |
Sejal Ronak Agrawal
Harishkumar Shisupaldas Maheshwary |
Independent Director Chief
Financial Officer |
|
Fagun Harsh Shah |
Company Secretary |
None of the aforesaid Directors are disqualified under Section 164(2)
of the Companies Act,2013 ("the Act").
There was no appointment or resignation of any director of the Company
during the year.
15. RETIREMENT BY ROTATION:
Mr. Sambhav Gautam Chowdhary (DIN: 01370802), Joint Managing Director,
liable to retire by rotation, and being eligible, have offered himself for re-appointment
at the AGM. The Notice convening the AGM forming part of this Annual Report, includes the
proposal for re- appointment and the requisite disclosures under Section 102 of the Act,
Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations") and Secretarial
Standard-2 on General Meetings issued by the Institute of Company
Secretaries of India.
16. DECLARATION BY INDEPENDENT DIRECTORS:
All Independent Directors are Independent and have furnished respective
declaration stating that they meet the criteria of Independence as laid down under Section
149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and are not
disqualified from continuing as Independent Directors of the Company. The Independent
Directors have also confirmed that they have complied with the Company's Code of
Business Conduct.
17. FAMILIARIZATION PROGRAMMES:
The Company has a defined policy on the Familiarization Programme for
Directors, aimed at ensuring continuous awareness and engagement. The Board is regularly
apprised of any amendments, regulatory changes, or emerging market trends, irrespective of
the sectoral relevance. In addition, all strategic and operational communications relevant
to the Company are appropriately shared with the Independent Directors. The Company also
maintains updated disclosures on its website regarding the Familiarization Programmes
conducted for its directors, in line with applicable regulatory requirements.
The Familiarisation Programme for Independent Directors is uploaded on
the website of the Company, and is accessible at
https://sanstar.in/investors-relations/codes-and-policies/
18. CODE OF CONDUCT BY DIRECTORS, MANAGEMENT AND SENIOR EMPLOYEE:
The Company has adopted Code of Conduct for the Directors and Senior
Management of the Company to provide clear guidance on principles such as integrity,
transparency, business ethics and to set up standards for compliance of Corporate
Governance
A copy of same is available at the website of the Company at
https://sanstar.in/investors-relations/codes-and-policies/
All members of the Board of Directors and Senior Management Personnel
had affirmed compliance with the Code of Conduct and a declaration to this effect signed
by the Managing Director forms part of this Corporate Governance Report, which forms part
of this Annual Report.
Further, Company has adopted a Code of Conduct for Prohibition of
Insider Trading to regulate, monitor and report trading by insiders for prevention misuse
of Unpublished Price Sensitive Information. A copy of same is available at the website of
the Company at https://sanstar.in/investors-relations/codes-and-policies/
The Company has in place the system to trace the movement of
Unpublished Price Sensitive Information and regular awareness is created for the
Directors, Promoters, Key Managerial Personnel and designated employees/ persons.
19. MEETINGS OF THE BOARD:
Five Board Meetings were held during the Financial Year ended 31st
March, 2025. The maximum gap between any two Board Meetings was less than one Hundred and
Twenty days.
The names of members of the Board, their attendance at the Board
Meetings are as under:
Date of Board Meetings |
Number of Directors to
whom notice of the board meeting was given |
Number of Directors
attended the Meeting |
| 16-05-2024 |
6 |
6 |
| 12-07-2024 |
6 |
6 |
| 14-08-2024 |
6 |
6 |
| 14-11-2024 |
6 |
5 |
| 12-02-2025 |
6 |
6 |
20. MEETING OF INDEPENDENT DIRECTORS:
A separate meeting of Independent Directors was held on 12th
July, 2025, to review the performance of the Non-Independent Directors and the Board as a
whole, to review the performance of Chairperson of the Company and assess the quality,
quantity and timeliness of flow of information between the management and the Board that
is necessary for the Board to effectively and reasonably perform its duties. All the
Independent Directors were present at the meeting.
21. COMMITTEES:
In compliance with applicable statutory requirements, the Board has
constituted various committees to ensure focused oversight and effective governance. The
terms of reference of these committees are approved by the Board and are periodically
reviewed to ensure continued relevance and alignment with the Company's evolving
business needs and regulatory framework.
The Committees of the Board are guided by their respective terms of
reference, which outline their composition, scope, power, duties, functions and
responsibilities. Basis recommendations, suggestions and observations made by these
Committees, the Board of Directors take an informed decision on the matters under their
consideration.
As on March 31, 2025, there were Four Board Committees, namely: a)
Audit Committee b) Nomination and Remuneration Committee c) Stakeholders'
Relationship Committee d) Corporate Social Responsibility Committee
The Company Secretary acts as the Secretary to the abovementioned
Committees.
During the year, the Board accepted all the recommendations / inputs
made by Committees.
A detailed note on the composition of the Board and its Committees,
including its terms of reference, number of committee meetings held during the FY 2024-25,
and attendance of the members, is provided in the Report of Corporate Governance forming
part of the Annual Report. The composition and terms of reference of all the Committees of
the Board of Directors of the Company are in line with the provisions of the Companies
Act, 2013 and the SEBI Listing Regulations.
22. COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND
REMUNERATION:
The provisions of Section 178(1) relating to constitution of Nomination
and Remuneration Committee are applicable to the Company and hence the Company has devised
policy relating to appointment of
Directors, payment of Managerial remuneration, Directors'
qualifications, positive attributes, independence of Directors and other related matters
as provided under Section 178(3) of the Companies Act, 2013 the same is available on
company's website.
23. PARTICULARS OF EMPLOYEES:
The Company continues to foster a performance- driven and inclusive
culture, placing strong emphasis on employee development, engagement, and overall
well-being. The Board of Directors places on record its sincere appreciation for the
dedication, professionalism, and commitment demonstrated by all employees, which have been
instrumental in driving the Company's sustained performance and long-term growth.
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, as amended, are annexed to this Report.
None of the employee has received remuneration exceeding the limit as stated in rule 5(2)
of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
24. SUBSIDIARY & ASSOCIATE COMPANIES:
As on 31st March, 2025, Company doesn't have any
Subsidiary & Joint Venture and Associate Companies.
25. DIRECTORS' RESPONSIBILITY STATEMENT:
Apart from being on the Board and approving strategic and operational
decisions, your Directors have certain responsibilities as well towards you, our fellow
Members and hence pursuant to the requirement clause (c) of sub-section (3) of Section 134
of the Companies Act, 2013, your Directors 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 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 the profit and loss of the company for that period;
(c) The directors had taken proper and sufficient care for 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;
(d) The directors had prepared the annual accounts on a going concern
basis; and
(e) The Directors have laid down internal financial controls and that
such internal financial controls are adequate and 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.
26. INTERNAL FINANCIAL CONTROL:
The Company has adequate internal financial controls in place,
commensurate with its size and the nature of business. The Internal Financial Controls,
with reference to financial statements as designed and implemented by the Company, are
adequate. During the year under review, no material or serious observation were reported
from the Statutory Auditors of the Company for inefficiency or inadequacy of such
controls.
27. DISCLOSURES PURSUANT TO THE COMPANIES ACT, 2013:
Section 134 of the Act enjoins upon the Board a responsibility to make
out its report to the shareholders and attach the said report to financial statements laid
before the shareholders at the annual general meeting, in pursuance of Section 129 of the
Act.
The provisions of Section 134, which enumerates the disclosures
required to be made in the Board's Report, are applicable to the Directors'
Report for the financial year commencing on or after 1stApril, 2014.
28. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION
(12) OF SECTION 143:
Your directors have taken all the necessary care to prevent frauds on
the Company or by the Company. Further the Auditors have not reported any offence
involving fraud committed against the Company by the officers or employees of the Company
under Sub-section (12) of Section 143 to the Board.
29. PARTICULARS OF LOANS / GUARANTEES / INVESTMENT:
Particulars of loans given, investment made, guarantees given and
securities provided under the provisions of section 186 of the Act are provided in the
notes forming part of the financial statement
30. DEPOSITS:
During the FY 2024-25 the company has not accepted any deposits within
the meaning of section 73 of the Act and the companies (Acceptance of Deposits) Rules,
2014.
31. CREDIT RATINGS:
During the financial year under review the Company received following
Credit Ratings by CARE Ratings Limited reaffirming the rating while the outlook has been
revised to positive:
Instrument/ Facility |
Rating |
Long-term/ Short term bank
facilities |
CARE BBB+; Stable/ CARE A2 |
| Short-term bank facilities |
CARE A2 |
32. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The contracts, arrangements and transactions entered into by the
Company during the Financial year with related parties were in the ordinary course of
business and were at arm's length. Also, all those transactions were in accordance
with the provisions of the Companies Act, 2013, read with the rules issued thereunder.
Members may note that there are no materially significant related party transactions made
by the Company with its promoters, Directors, Key Managerial Personnel or any other
designated persons which may have a potential conflict with the interest of the Company at
large. Particulars of material contract or arrangements or transactions at arm's
length basis is disclosed as per the prescribed form AOC-2 forms an integral part of this
Report and is annexed herewith as "Annexure-A."
All Related Party Transactions were placed before the Audit Committee.
Prior omnibus approval of the Audit Committee was obtained for the transactions which are
of unforeseen or repetitive in nature.
Further, the details of Related Party Transactions are set out in notes
to the Standalone and Consolidated Financial Statements. The Policy on Related Party
Transactions approved by the Board can be accessed on the Company's website at the
following link https://sanstar.in/investors-relations/codes-and-policies/
33. CORPORATE SOCIAL RESPONSIBILITY POLICY:
Corporate social responsibility forms an integral part of your
Company's business activities. The
Company carries out its corporate social responsibility initiatives not
just in letter but also in spirit and thus has touched thousands of lives across India.
In compliance with Section 135 of the Act, read with Companies
(Corporate Social Responsibility Policy) Rules, 2014, the Company has adopted a CSR
policy, which is available at:
The Annual Report on CSR activities in terms of the requirements of
Companies (Corporate Social Responsibility Policy) Rules, 2014 is enclosed at "Annexure-B",
which forms a part of this Board's Report.
For the Financial year 2024-25, the amount to be spent towards CSR
activities works out to 111.42 Lakhs. For FY 2024 25, the Company was required to incur
111.42 lakhs towards CSR activities. During the year, the Company spent 105 lakhs, and
additionally adjusted 21.70 lakhs of surplus expenditure carried forward from the previous
financial year against the current obligation. After considering these adjustments, the
surplus available for carry forward to future years amounts to
15.28 lakhs.
34. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The information on conservation of energy, technology absorption,
foreign exchange earnings and outgo as required under Rule 8(3) of the Companies
(Accounts) Rules, 2014 is appended hereto as "Annexure C" and forms part
of this report.
35. RISK MANAGEMENT:
The Company has in place a robust risk management framework to
identify, evaluate, and mitigate various risks across its operations. The framework is
designed to safeguard the Company's assets, ensure regulatory compliance, and support
the achievement of strategic objectives. Key risks are periodically reviewed by the
management and the Risk Management Committee, with appropriate mitigation strategies are
implemented to address emerging risks. These include, but are not limited to, risks
related to market volatility, raw material price fluctuations, regulatory changes,
operational disruptions, environmental and sustainability factors, information security
threats, and financial liquidity. Considering the ongoing expansion and diversification
initiatives, the Company continues to strengthen its risk management practices by:
Enhancing internal controls and operational oversight mechanisms
Improving supply chain resilience and customer credit monitoring
Embedding sustainability and ESG-related risks into strategic
decision-making
Leveraging technology for real-time risk assessment and mitigation
Monitoring geopolitical developments that may affect supply chains,
export-import regulations, energy pricing, and investor sentiment.
The Board of Directors affirms that the Company's risk management
system is adequate and commensurate with the size and complexity of its operations and
provides reasonable assurance that risks are being effectively monitored and managed.
36. DISCLOSURES OF ESTABLISHMENT OF VIGIL MECHANISM:
The Company has constituted Vigil Mechanism to report genuine concerns
or grievances and to provide adequate safeguards against victimization of persons who may
use such mechanism and the oversight of the same is with the Audit Committee of the
Company. The Company is committed to adhering to the highest standards of ethical, moral,
and legal conduct of business operations. The Company has adopted Vigil Mechanism policy,
which provides that any Directors, Employees, Stakeholders who observe any unethical
behaviour, actual or suspected, fraud or violation may report the same to Chairman of the
Audit Committee.
During the financial year under review, there were no instances of
fraud reported to the Audit Committee or the Board.
37. COMPANY'S POLICIES:
The Board of Directors firmly believes that a robust and transparent
policy framework is essential for sound corporate governance and effective organizational
functioning. The Company has implemented a comprehensive set of policies that serve as the
foundation for ethical conduct, regulatory compliance, risk management, and strategic
decision-making. Key policies include:
1. Corporate Social Responsibility Policy- Guides the
Company's approach to social impact, sustainability, and community engagement
initiatives.
2. Related Party Transaction Policy- Establishes safeguards
and transparency in transactions involving related parties.
3. Materiality Policies- Ensures timely and accurate
disclosure in compliance with SEBI Listing Regulations.
4. Code of conduct of Board of Directors and Senior Management
Personnel- Clarifies the roles, responsibilities, and obligations of individuals in
key leadership positions.
5. Vigil Mechanism Policy / Whistle Blower Policy- Provides
a secure and confidential channel for employees and stakeholders to report concerns or
unethical practices.
6. Nomination and Remuneration Policy (with criteria of making
payments to Non-executive Directors)- Ensures that appointments and compensation
structures are merit-based, fair, and aligned with long-term organizational goals.
7. Policy on material subsidiaries- Governs the monitoring
and oversight of material subsidiaries to ensure aligned governance.
8. Insider Trading Policies- Regulates trading in securities
and ensures compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015.
9. Dividend Distribution Policy- Ensures a balanced approach
to rewarding shareholders while retaining resources for growth.
10. Archival Policy- Defines guidelines for the preservation and
retrieval of documents and disclosures.
38. AUDITORS:
A. STATUTORY AUDITORS:
M/s. S. C. Bapna & Associates, Chartered Accountants, having Firm
Registration No.: 115649W who were appointed as Statutory Auditors of the Company by the
Shareholders at their 41th Annual General Meeting held on 30th September 2023 for a first
term of 5 years will be holding their said office from the conclusion of the said Annual
General Meeting till the conclusion of the 46th Annual General Meeting to be held in the
year 2028.
There are no qualifications or adverse remarks in the Auditor's
Report. The observations of the Statutory Auditors, when read together with the relevant
notes to the accounts and accounting policies are self-explanatory and do not call for any
further comment.
B. SECRETARIAL AUDITORS:
The Board, on the recommendation of the Audit Committee had appointed
M/s. Keyur J. Shah & Associates, Practising Company Secretaries to undertake the
Secretarial Audit of the Company for the FY 2024- 2025.
The Report of Secretarial Audit in form MR-3 in accordance with Section
204 of Companies Act, 2013 and Secretarial Compliance Report in accordance with Regulation
24A of SEBI Listing Regulations, for the FY 2024- 2025 is annexed to the Annual Report as
"Annexure-D". The Secretarial Auditor Report does not contain any
qualification, reservation or adverse remarks Further as per the recent amendment under
SEBI Listing Regulations pertaining to Appointment of Secretarial Auditor, M/s. Keyur J.
Shah & Associates had given their consent to act as Secretarial Auditors, accordingly,
the Board in the meeting held on May 30, 2025 recommended their appointment for financial
year 2025-26, which is subject to approval of the members. The resolution pertaining to
the appointment forms part of the Notice convening the Annual General Meeting.
C. INTERNAL AUDITORS:
In terms of Section 138 of the Act, and the relevant Rules, the Company
appointed/ re-appointed M/s. Kamal M. Shah & Co., Chartered Accountants as Independent
Internal Auditors of the Company for the Financial Year 2025-26. The Internal Auditor
directly reports to the Audit Committee.
39. COMPLIANCE WITH THE SECRETARIAL STANDARD:
The Company has complied with the 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 follows the same.
40. MAINTENANCE OF COST RECORDS:
Section 148 (1) of the Companies Act, 2013 read with Rule 3 of the
Companies (Cost Records and Audit) Rules, 2014 prescribes for maintenance of Cost records
by certain class of Companies. Given the nature of services being rendered by the Company,
the requirement of maintaining cost records under section 148(1) is not applicable.
41. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE
TO THE FINANCIAL STATEMENTS:
The Company has adequate internal financial controls in place,
commensurate with its size and the nature of its business. The Internal Financial
Controls, with reference to financial statements as designed and implemented by the
Company, are adequate. During the year under review, no material or serious observation
has been received from the Statutory Auditors of the Company for inefficiency or
inadequacy of such controls.
42. FAILURE TO IMPLEMENT ANY CORPORATE ACTION:
During the period under review, the company has not made any failure in
completing or implementing any corporate action within the specified time limit.
43. ANNUAL RETURN:
Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act,
2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014,
the Annual Return, for the FY 2024- 2025 is available on the website of the Company at
www.sanstar.in.
44. LOAN FROM DIRECTORS OR THEIR RELATIVES:
During the FY 2024-25 the company has not availed any loans from the
Directors or their relatives.
45. MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis Report for the year under review,
has been presented in a separate section forming part of this Report.
46. CORPORATE GOVERNANCE REPORT AND CERTIFICATE FROM AUDITOR:
Pursuant to Regulation 34 of the SEBI Listing Regulations, the
Corporate Governance Report for the year ended March 31, 2025 along with a Certificate
from the Secretarial Auditor of the Company regarding compliance with the conditions of
Corporate Governance as stipulated under Schedule V of the SEBI Listing Regulations, is
provided in a separate section and forms a part of Annual Report.
47. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016:
During the period under review the Company has not made any
application, and no proceeding is pending under the Insolvency and Bankruptcy Code, 2016.
48. DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANK OR FINANCIAL
INSTITUTIONS:
During the FY 2024-25, there was no such instance.
49. DISCLOSURES PERTAINING TO THE SEXUAL HARASSMENT OF WOMEN AT THE
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
Your Company always endeavors and provides conductive work environment
that is free from discrimination and harassment including sexual harassment. Your Company
has zero tolerance towards sexual harassment at workplace and has adopted a policy for
prevention of Sexual Harassment of Women at workplace. To facilitate the reporting of
grievances, a physical complaint box has also been installed at all the Company's
premises. The Company has set up an Internal Committee under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to address complaints
of sexual harassment at the workplace and to ensure a safe, secure, and respectful working
environment for all employees.
During the Financial Year 2024-25, the Company has not received any
complaint of sexual harassment.
50. CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION:
As required under Regulation 17(8) of the SEBI Listing Regulations, the
CFO of the Company has certified the accuracy of the Financial Statements, the Cash Flow
Statement and adequacy of Internal
Control Systems for financial reporting for the financial year ended
March 31, 2025 and the certificate forms part of the Corporate Governance Report.
51. LISTING FEES:
Your Company has paid the requisite Annual Listing Fees to National
Stock Exchange of India Limited (Symbol: SANSTAR) and BSE Limited (Scrip Code: 544217),
where its securities are listed.
52. APPRECIATION:
The Board of Directors places on record its sincere appreciation for
the unwavering support and continued cooperation extended by our banking partners. The
Directors also express their heartfelt gratitude to all stakeholders including our valued
customers, resolute employees, trusted vendors, esteemed consultants, and respected
shareholders, whose steadfast confidence and contributions have been instrumental in the
Company's growth journey. The Board is especially thankful for the overwhelming
response received during the Company's Initial Public Offering (IPO), marking a
significant milestone in our corporate evolution. We remain committed to upholding the
trust placed in us and driving sustainable value for all stakeholders.
For and on behalf of the Board of Directors Sanstar Limited
Mr. Gouthamchand Sohanlal Chowdhary |
Mr. Sambhav Gautam Chowdhary |
Chairman and Managing Director |
Joint Managing Director |
DIN: 00196397 |
DIN: 01370802 |
Date: 14th August, 2025 |
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Place: Ahmedabad |
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