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TO THE MEMBERS,
Your Directors have pleasure in presenting this Forty Seventh (47th)
Annual Report together with the Audited Financial Statements and Auditors' Report for
the financial year ended on March 31,2025.
FINANCIAL RESULTS
(Rs. In Lakhs)
Financial Data |
Standalone |
Consolidated |
| 2024-25 |
2023-24 |
2024-25 |
2023-24 |
Sales |
14,922.59 |
9,367.63 |
31,177.31 |
27,298.25 |
Other Income |
206.29 |
165.14 |
830.67 |
397.71 |
Profit for the year before Tax |
1,352.74 |
1,020.75 |
2,340.73 |
2,328.30 |
Provision for taxation |
(289.34) |
(186.79) |
(653.29) |
(608.48) |
Deferred Tax
Assets/(Liability) |
323.28 |
29.62 |
354.80 |
93.15 |
Net Profit |
1,386.68 |
863.58 |
2,042.25 |
1,812.97 |
COMPANY'S PERFORMANCE & STATE OF COMPANY'S AFFAIR
On a consolidated basis, the revenue for Financial Year 2025 was Rs.
31,177.31 Lakhs, higher by 14.20% over the previous year revenue of Rs. 27,298.25 Lakhs.
The profit after tax (PAT) attributable to shareholders was Rs. 2,042.25 Lakhs in
Financial Year 2025 and Rs. 1,812.97 Lakhs in Financial Year 2024, thereby registering a
growth of 12.64% over the last year PAT.
On Standalone basis, the revenue for Financial Year 2025 was Rs.
14,922.59 Lakhs, higher by 59.29% over the previous year revenue of Rs. 9,367.63 Lakhs.
The profit after tax (PAT) attributable to shareholders for Financial Year 2025 was Rs.
1,386.68 Lakhs registering a growth of 60.57% percent over the PAT of Rs. 863.58 Lakhs for
Financial Year 2024.
RETURN OF SURPLUS FUNDS TO SHAREHOLDERS
Based on the Company's performance, the Directors have recommended
a final dividend for the Financial Year 202425 on Equity Share Capital @ 10% [Rs. 0.50
Paise per equity share (nominal face value of Rs. 5/- each)]. The Dividend payout is
subject to approval of shareholders in ensuing Annual General Meeting.
ASSOCIATE COMPANY Medicamen Biotech Limited (MBL)
During 2024-25, SRL has purchased 21,000 Equity Shares of its Associate
Company, Medicamen Biotech Limited from open market thereby increasing its stake to
43.16%.
Also, the report on the performance and financial position of its
associate and salient features of their Financial Statements in the prescribed Form AOC-1
is annexed to this report as Annexure "A"
Further, pursuant to the provisions of Section 136 of the Act, the
financial statements of the Company & consolidated financial statements along with
relevant documents are available on the website of the Company i.e. www.
shivalikrasayan.com
UTILIZATION OF FUNDS
During the year the Company has received funds for the conversion of
1,90,000 Warrants into Equity Shares which was issued at a price of Rs. 716/- per share to
the persons belonging Non- Promoter Category for creating a separate facility in its
existing Active Pharmaceutical Ingredient (API) plant at Dahej-II to manufacture
Diabetology and Cardiovascular API's for Domestic Market.
RESERVES
The Board of Directors has decided to retain the entire amount of
profits for 2024-25 in the retained earnings.
DEPOSITS
The Company has not accepted any deposits from public and as such, no
amount on account of principal or interest on deposits from public was outstanding as on
the date of the balance sheet.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Rahul Bishnoi and Mr. Ashwani Kumar Sharma retires by rotation and
being eligible, offers themselves for reappointment. A resolution seeking
shareholders' approval for their re-appointment forms part of the Notice.
Pursuant to the provisions of Section 149 of the Act, the Independent
Directors have submitted declarations that each of them meet the criteria of independence
as provided in Section 149(6) of the Act along with Rules framed thereunder
and Regulation 16(1)(b) of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations"). There has been no change in the circumstances affecting their status
as Independent Directors of the Company.
During the year the term of Mr. Harish Pande, Mr. Arun Kumar and Mr.
Kailash Gupta as an Independent Directors were completed and in place Mr. Sham Goel, Mr.
Ramit Madan and Mr. Shaival Saurabh based on the recommendation of Nomination and
Remuneration Committed were appointed as an Independent Directors of the Company. These
appointments were approved by the shareholders of the Company by way of Special resolution
at its Annual General Meeting held on September 28, 2024.
Also, during the year under review and based on the recommendation of
Nomination and Remuneration Committee, Dr. Ravi Kumar Bansal was further re-appointed for
a second term of 5 years as an Independent Director of the Company by way of special
resolution at its Annual General Meeting held on September 28, 2024.
Pursuant to the provisions of Section 203 of the Act, the Key
Managerial Personnel of the Company as on March 31, 2025 are: Mr. Suresh Kumar Singh,
Vice- Chairman & Whole- Time Director, Dr. Vimal Kumar Shrawat, Managing Director, Mr.
Vinod Kumar, Chief Financial Officer and Ms. Parul Choudhary, Company Secretary.
NUMBER OF MEETINGS OF THE BOARD
Five (5) meetings of the Board were held during the year. For details
of meetings of the Board, please refer to the Corporate Governance Report, which is a part
of this report.
Committees of the Board
As on March 31, 2025, the Board has 5 (Five) Committees. Audit
Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee,
Risk Management Committee, and Corporate Social Responsibility Committee. The details
pertaining to the meetings and composition of the Committees of the Board are included in
the Corporate Governance Report, which forms part of this Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, the Board of Directors, to the
best of its knowledge and ability, confirm that:
a) i n the preparation of the Annual Financial Statements for the year
ended on March 31, 2025 the applicable accounting standards have been followed.
b) the Company have selected such accounting policies and applied them
consistently and made judgment and
estimates that were 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 of the Company for the year under review.
c) they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities.
d) the annual financial statements have been prepared on a on-going
concern basis.
e) the proper Internal Financial Controls were in place and that the
financial controls were adequate and were operating effectively.
f) the systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating effectively.
BOARD EVALUATION
Pursuant to the applicable provisions of the Act and the SEBI Listing
Regulations, the Board has carried out an annual evaluation of its own performance,
performance of the Directors as well as the evaluation of the working of its Committees.
The NRC has defined the evaluation criteria, procedure and time schedule for the
Performance Evaluation process for the Board, its Committees and Directors.
The performance of the Board and individual Directors was evaluated by
the Board after seeking inputs from all the Directors. The performance of the Committees
was evaluated by the Board after seeking inputs from the Committee Members.
The criteria for performance evaluation of the Board included aspects
such as Board composition and structure, effectiveness of Board processes, contribution in
the longterm strategic planning, etc. The criteria for performance evaluation of the
Committees included aspects such as structure and composition of Committees, effectiveness
of Committee Meetings, etc. The above criteria are broadly based on the Guidance Note on
Board Evaluation issued by the Securities and Exchange Board of India.
The Chairman of the Board had one-on-one meetings with each Independent
Director and the Chairman of the NRC had one-on-one meetings with the Executive and
Non-Executive, Non-Independent Directors.
The Board discussed upon the performance evaluation outcome and
concluded that they were satisfied with the overall performance of the Board and
Committees of the
Board and Directors individually. The Board also assessed the
fulfilment of the independence criteria by the Independent Directors of the Company and
their independence from the management as specified in the Listing Regulations.
ln a separate Meeting, the Independent Directors evaluated the
performance of Non-Independent Directors and performance of the Board as a whole. They
also evaluated the performance of the Chairman taking into account the views of the
Managing Director and Non-Executive Directors as well.
FAMILIARIZATION PROGRAM FOR THE INDEPENDENT DIRECTORS
In compliance with the requirements of Regulation 25(7) of the Listing
Regulations, the Company has put in place a Familiarization Program for the Independent
Directors to familiarize them with the Company, their roles, rights, responsibilities in
the Company, nature of the industry in which the Company operates, business model etc. The
details of the Familiarization Program are available on the website of the Company at https://shivalikrasayan.com/srl- policies/
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Company's policy on appointment of Directors is available on
the Company's website at www.shivalikrasayan .
com. The policy on remuneration and other matters provided in Section 178(3) of the Act
has been disclosed in the Corporate Governance Report, which is a part of this report and
is also available on the Company's website at https:// shivalikrasayan.com/srl-policies/
INTERNAL FINANCIAL CONTROL
The Company's internal financial controls framework is based on
the "three (3) lines of defence model". The Company has laid down Standard
Operating Procedures, policies and authorities to guide the operations of the business.
Process owners are responsible for ensuring compliance with the policies and procedures
laid down by the management. Robust and continuous internal monitoring mechanisms ensure
timely identification of risks and issues. The statutory and internal auditors undertake
rigorous testing of the control environment of the Company.
The Audit Committee reviews the adequacy and effectiveness of the
Company's internal controls environment and monitors the implementation of the audit
recommendations including those relating to strengthening of the Company's risk
management policies and systems. The ultimate objective being a zero-surprise
risk-controlled organization.
These internal financial controls help to put in place checks on the
implementation of the internal financial controls, policies and procedures that are
adopted by the Company for ensuring an orderly and efficient conduct of its business.
These internal financial controls help in safeguarding assets, prevention and detection of
frauds and/or errors, maintaining the accuracy and completeness of the accounting records.
AUDITORS
a. Statutory Auditors- At the Forty Fifth (45th) Annual General
Meeting held on September 29, 2023 appointed M/s Rahul Chaudhary & Associates,
Chartered Accountants (Registration Number 033971N) as Statutory Auditors of the Company
till the conclusion of Fiftieth (50th) AGM.
The report of the Statutory Auditor forms part of the Integrated Report
and Annual Accounts for 2024-25. The said report does not contain any qualification,
reservation, adverse remark or disclaimer. During the year under review, the Statutory
Auditors did not report any matter under Section 143(12) of the Act, therefore no detail
is required to be disclosed under Section 134(3)(ca) of the Act.
b. Secretarial Auditor-The Board of Directors of your Company has
appointed M/s AMJ & Associates, Company Secretaries, Delhi as Secretarial Auditor
pursuant to the provisions of Section 204 of the Companies Act, 2013. The Report of the
Secretarial Auditor is annexed to the Report as per Annexure "B".
In accordance with the SEBI Listing Regulations, the Board of the
Company has appointed. M/s. AMJ & Associates, a Peer reviewed firm, as the Secretarial
Auditors of the Company for conducting Secretarial Audit and issue the Secretarial Audit
Report for a term of consecutive five (5) years from Financial Year April 01,2025 to March
31,2030, subject to the approval of the Members of the Company at the ensuing Annual
General Meeting.
c. Internal Auditor- The Board of Directors of your Company has
appointed M/s, Amar Sharma & Co., Chartered Accountants New Delhi as Internal Auditors
pursuant to the provisions of Section 138 of the Companies Act, 2013 for the financial
year 2025-26..
d. Cost Auditors- The Board of Directors of the Company has, on the
recommendation of the Audit Committee, approved the appointment of M/s Cheena &
Associates as the Cost Auditors of the Company.
In accordance with the provisions of Section 148(3) of the Act read
with Rule 14 of the Companies (Audit and Auditors)
Rules, 2014, as amended, the remuneration of Rs. 75,000/- plus
applicable taxes and reimbursement of out-of-pocket expenses payable to the Cost Auditors
as recommended by the Audit Committee and approved by the Board has to be ratified by the
Members of the Company. Accordingly, a resolution to this effect forms part of the Notice
convening the AGM.
CORPORATE GOVERNANCE
The Governance, Corporate Secretarial and Legal functions of the
Company ensure maintenance of good governance within the organization. They assist the
business in functioning smoothly by ensuring compliance and providing strategic business
partnership in the areas including legislative expertise, corporate restructuring,
regulatory changes and governance. The Company has also adopted the governance guidelines
on Board effectiveness to fulfill its responsibility towards its stakeholders.
A report on Corporate Governance together with Auditors'
certificate confirming compliance with Corporate Governance norms, as stipulated under
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms a part of
this report along with Report on Management Discussion and Analysis as Annexure
"C".
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the
Annual Return as on March 31,2025 is available on https://shivalikrasayan.com/annual-reports/
RISK MANAGEMENT
The Company has a comprehensive Risk Management framework that seeks to
minimize the adverse impact on business objectives and capitalize on opportunities. The
Company has implemented a mechanism for risk management and formulated a Risk Management
Policy that is reviewed in line with the SEBI Listing Regulations framework. The Risk
Management Policy was reviewed and amended during the year. The Policy provides for
identification of risks and formulating mitigation plans. Major risks identified by
business and other functions are systematically addressed through mitigation actions on a
continuous basis.
The Risk Management Committee, chaired by an Independent Director,
monitors the risks and their mitigation actions as well as formulating strategies towards
identifying new and emergent risks.
Further, the Board is apprised of any actual/emergent risk that may
threaten or\ impact the long-term plans of the Company. Such risks are linked to the audit
universe and are also covered as a part of the annual risk-based audit plan.
The risk appetite of the organization is approved by the RMC and the
Board and is aligned to the Vision of the organization. It is an important metric for
governing all business actions and strategic decisions. The Risk appetite is driven by the
following:
• Health and safety of our employees and the communities in which
we operate are our prime concern and our operating strategy is focused on the above
objective;
• Management actions are focused on continuous improvement;
• Environment and Climate Change impacts are assessed on a
continuous basis and business decisions support systems including capital allocation,
considers climate impact through the internal carbon pricing framework;
• The long-term strategy of the Company is focused on generating
profitable growth and sustainable cash flows that creates long term stakeholder value
The Audit Committee has additional oversight in the area of financial
risks and controls. The major risks identified by the businesses and functions are
systematically addressed through mitigating actions on a continuing basis.
WHISTLE BLOWER POLICY/ VIGIL MECHANISM
The Company maintains a robust Whistleblower Policy that ensures
transparency and accountability. Whistleblowers are granted direct access to the
Chairperson of the Audit Committee should they wish to report any concerns related to
unethical behavior, improper practices, fraud, or violations of laws, rules, or
regulations.
There have been no instances where individuals have been denied access
to the Chairperson for reporting such concerns. All cases reported under the Whistleblower
Policy are presented to and reviewed by the Audit Committee.
The Company has a Whistle Blower Policy and has established the
necessary vigil mechanism for Directors and Employees in confirmation with Section 177(9)
of the Act and Regulation 22 of Listing Regulations, to report concerns about unethical
behavior. The details of the policy have been disclosed in the Corporate Governance
Report, which is a part of this report and is also available on https://
shivalikrasayan.com/srl-policies/
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
The Company is committed to addressing the needs of the communities in
which it operates, thereby maximizing societal value. Additionally, it conducts its
business in a manner that generates a positive impact and enhances stakeholder value.
As per SEBI Listing Regulations, the Corporate Governance Report and
the integrated Management Discussion and Analysis, the Business Responsibility and
Sustainability Report ("BRSR") form part of the Director's Report as Annexure
"D".
PARTICULARS OF EMPLOYEES
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 are provided as per Annexure
"E".
In terms of the provisions of Section 197(12) of the Act, read with
Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, a statement showing the names and other particulars of employees
drawing remuneration in excess of the limits as set out in the said Rules forms part of
this report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant, material orders passed by the Regulators or
Courts, which would impact the going concern status of the Company and its future
operations.
TRANSACTION WITH RELATED PARTIES
The Company has formulated a Policy on Related Party Transactions in
accordance with the Act and the SEBI Listing Regulations including any amendments thereto
for identifying, reviewing, approving and monitoring of Related Party Transactions
('RPTs').
During the year under review, the RPT Policy was amended and the said
Policy is available on the Company's website at https://shivalikrasayan.com/srl-policies/
All RPTs are presented to the Audit Committee for review and approval.
Prior omnibus approval of the Audit Committee is obtained on periodic basis for the
transactions which are planned/ repetitive in nature. A statement giving details of all
RPTs entered pursuant to omnibus approval so granted is placed before the Audit Committee
on a quarterly basis for its review.
The RPTs entered into during the year under review were on arm's length
basis, in the ordinary course of business and were in compliance with the applicable
provisions of the Act read with the Rules framed thereunder and the SEBI Listing
Regulations. Further, the Company did not enter into any contracts or arrangements with
related parties in terms of Section 188(1) of the Act and no material related party
transactions were entered into during the year under review.
In terms of Regulation 23 of the SEBI Listing Regulations, the Company
submits details of RPTs as per the prescribed format to the stock exchanges on a
half-yearly basis.
The information on transactions with related parties pursuant to
Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014
are given in Annexure "F" in Form no AOC-2 and the same forms part of
this report.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
During the year under review, the Company has not made any investment.
Further, the Company has not given any loan or corporate guarantee or provided any
security during the year.
Details of loans, guarantees and investments covered under the
provisions of Section 186 of the Act are given in the notes to the Financial Statements.
CORPORATE SOCIAL RESPONSIBILITY
The brief outline of the Corporate Social Responsibility (CSR) policy
of the Company and the initiatives undertaken by the Company on CSR activities during the
year under review are set out in Annexure "G" of this report in the
format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.
For other details regarding the CSR Committee, please refer to the Corporate Governance
Report, which is a part of this report. The CSR policy is available on https://
shivalikrasayan.com/srl-policies/
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY, HAVING OCCURRED SINCE THE END OF THE YEAR AND TILL 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.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
There were no incidences of sexual harassment reported during the year
under review, in terms of the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information regarding Conservation of Energy, Technology Absorption
and Foreign Exchange Earnings and Outgo stipulated under Section 134(3)(m) of the
Companies Act, 2013 read with the Rule, 8 of the Companies (Accounts) Rules, 2014.
a) CONSERVATION OF ENERGY
We remain committed to reducing our environmental footprint. Prevention
of the wasteful use of natural resources, consumption of water and energy, and the
management of waste and hazardous materials have been the key enablers in our journey of
environmental sustainability. We have embarked on a critical review of all our approaches
towards energy and environmental conservation that will help us identify goals and action
plans for the longer term.
b) TECHNOLOGY ABSORPTION/RESEARCH AND DEVELOPMENT
1. During the year under review your Company has installed Scrubber at
Dahej Unit-II to mitigate the effect of vapours in atmosphere. It sucks the Chemical
Vapours and scrubs these vapours before releasing into air to protect the environment from
chemical process.
2. Capital Expenditure is included in Fixed Assets and Capital Work in
Progress and depreciation is provided at the respective applicable rates.
3. Expenditure incurred on R&D are as below:
Particulars |
2024-25 |
2023-24 |
Capital Expenditure |
52.92 |
43.82 |
Revenue Expenditure |
614.52 |
659.08 |
Total |
667.44 |
702.90 |
c) FOREIGN EXCHANGE EARNING AND OUTGO
Value of Imports & Exports in Foreign Currency
Particulars |
As at March 31, 2025 |
As at March 31, 2024 |
Raw Materials |
692.04 |
358.15 |
(on CIF Basis) |
|
|
Value of Exports |
12.40 |
24.79 |
(Calculation on FOB basis) |
|
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ACKNOWLEDGEMENT
The Directors deeply appreciate and value the dedication, support, hard
work, and commitment of all employees. Their continuous efforts in improving all functions
and areas, along with the efficient utilization of the Company's resources, have been
instrumental in achieving sustainable and profitable growth.
The Directors would also like to place on record their appreciation for
the continued co-operation and support received by the Company during the year from
bankers, financial institutions, Government authorities, farming community, business
partners, shareholders, customers and other stakeholders. The Directors look forward to
continuance of the supportive relations and assistance in the future.
Annexure- "A"
FORM NO. AOC-1
Statement containing salient features of the financial statement of
Subsidiaries/Associate Companies/Joint Ventures (Pursuant to first proviso to sub-section
(3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)
Part "A": Subsidiaries
(Information in respect of each subsidiary to be presented with amounts
in Rs.)- NA
1. S. No.
2. Name of the subsidiary-
3. Reporting period for the subsidiary concerned, if different from the
holding company's reporting period-
4. Reporting currency and Exchange rate as on the last date of the
relevant financial year in the case of foreign subsidiaries.
5. Share capital-
6. Reserves Lakhs& surplus-
7. Total assets-
8. Total Liabilities-
9. Investments-
10. Turnover-
11. Profit before taxation-
12. Provision for taxation-
13. Profit after taxation-
14. Proposed Dividend-
15. % of shareholding-
Notes: The following information shall be furnished at the end of the
statement:
1. Names of subsidiaries which are yet to commence operations- NA
2. Names of subsidiaries which have been liquidated or sold during the
year.- NA Part "B": Associates and Joint Ventures
Statement pursuant to Section 129 (3) of the Companies Act, 2013
related to Associate Companies and Joint Ventures
Name of Associates/Joint
Ventures |
Medicamen Biotech Limited |
Latest audited Balance Sheet
Date |
March 31,2025 |
No. Shares of Associate/Joint
Ventures held by the Company at the year end |
54,87,095 |
Amount of Investment in
Associates/Joint Venture |
Rs. 74,46,62,944/- |
Extend of Holding % |
43.16 |
Description of how there is
significant influence |
The Board controls the full
affairs of the Company, moreover it acquires 43.16% stake in its Associate Company |
Reason why the associate/joint
venture is not consolidated |
NA |
Net worth attributable to
Shareholding as per latest audited Balance Sheet |
Rs. 217,63,77,000/- |
Profit / Loss for the year |
Rs. 9,44,75,000/- |
i. Considered in Consolidation |
|
i. Not Considered in
Consolidation |
|
1. Names of associates or joint ventures which are yet to commence
operations. NA
2. Names of associates or joint ventures which have been liquidated or
sold during the year. NA
SECRETARIAL AUDIT REPORT Form No. MR-3
For the Financial Year ended March 31, 2025
Pursuant to section 204(1) of the Companies Act, 2013 and rule 9 of the
Companies ( Appoint and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members,
SHIVALIK RASAYAN LIMITED,
Kolhupani, PO. Chandanwari,
Dehradun- 248007
We have conducted the secretarial audit of the compliance of applicable
statutory provision and the adherence to good corporate practice by SHIVALIK RASAYAN
LIMITED (hereinafter called the Company). Secretarial Audit was conducted in a manner
that provided us a reasonable basis for evaluating the corporate conducts/statutory
compliances and expressing my opinion thereon.
Based on our verification of the SHIVALIK RASAYAN LIMITED books,
papers, minute books, forms and returns filed and other records maintained by the Company
and also the information provided by the Company, its officers, agents and authorized
representative during the conduct of secretarial audit, We hereby report that in our
opinion, the Company has during the audit period covering the financial year ended on March
31, 2025 ('Audit Period') complied with the statutory provision listed hereunder
and also that the Company has proper Board processes and compliance mechanism in place to
the extent, in the manner and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns
filed and other records maintained by SHIVALIK RASAYAN LIMITED ("the
Company") for the financial year ended on March 31,2025 according to the provisions
of:
a. The Companies Act 2013 (The Act) and the rules made thereunder;
b. The Securities Contract (Regulation) Act, 1956 ('SCRA') and the
Rules made thereunder;
c. The Depository Act, 1996 and the Regulations and Byelaws framed
thereunder;
d. Foreign Exchange Management Act, 1999 and the rules and regulations
made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and
External Commercial Borrowings;
e. The following Regulation and Guidelines prescribed under the
Securities Exchange Board of India Act, 1992 ('SEBI Act'):-
(a) The Securities and Exchange Board of India
(Substantial Acquisition of Shares and Takeovers) Regulation 2011;
(b) The Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 1992;
(c) The Securities and Exchange Board of India
(Issue of Capital and Disclosure Requirements) Regulations, 2018;
(d) The Securities and Exchange Board of India
(Share Based Employee Benefits and Sweat Equity Share) Regulations,
2021; (Not applicable to the Company during the audit period)
(e) The Securities and Exchange Board of India
(Issue and Listing of Non-Convertible Securities) Regulation, 2021; (Not
applicable to the Company during the audit period)
(f) The Securities and Exchange Board of India (Registrars to an
Issue and Share Transfer Agents) Regulation, 1993 regarding the Companies Act and dealing
with client;
(g) Securities and Exchange Board of India (Delisting of Equity
Shares) Regulations, 2021; (Not applicable to the Company during the audit period) and
(h) The Securities and Exchange Board of India (Buyback of Securities)
Regulations 2018; (Not applicable to the Company during the audit period)
We have examined compliance with the applicable clauses of the
following:
(a) Secretarial Standards issued by The Institute of Company
Secretaries of India on Meetings of the Board of Directors and General Meeting.
(b) The Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
i. Other laws specifically applicable to the Company, as identified and
compliance whereof confirmed by the management of the Company:- The Factories Act, 1948
- The Insecticides Act,1968
- The Environment Protection Act,1986
- The Indian Boilers Act,1923
We have also examined compliance with the applicable clauses of the
following:
(a) Secretarial Standard issued by The Institute of Company Secretaries
of India.
(b) The Listing Agreement Entered into by the Company with Stock
Exchanges read with the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
We report that during the Audit Period, the Company has confirmed
compliance with the provisions of the above- mentioned applicable laws.
During the period under review the Company has generally complied with
the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above
We further report that The Board of Directors of the Company is duly constituted with
proper balance of Executive Directors, Non-Executive Directors and Independent Directors.
The changes in composition of the Board of Directors that took place during the period
under review were carried out in compliance with provisions of the Act.
Adequate notice is given to all the directors to schedule the Board and
Meetings, agenda and detailed notes on agenda were sent at least seven days in advance and
a system exists for seeking and obtaining further information and clarifications on the
agenda item before the meeting and for meaningful participation at the meeting.
All decision at Board Meetings and Committee Meetings are carried out
unanimously as recorded in the minutes of the meetings of the Board of Directors or
Committee of the Board, as the case may be.
We further report that there are adequate systems and processes in the
Company commensurate with the size and operations of the Company to monitor and ensure
compliance with applicable laws, rules, regulations and guidelines.
We further report that during the audit period the Company has
- During the Year Mr. Harish Pande (DIN: 01575625), Mr. Arun Kumar
(DIN: 07031730) and Mr. Kailash Gupta (DIN: 00147440), ceased to be an Independent
Directors of the Company upon completion of 2 consecutive terms of 5 years each on August
13, 2024.
- In the Board Meeting Dated August 13, 2024 the Board of
DirectorsoftheCompanyhasappointedMr.RamitMadan (DIN: 08071919), Mr. Sham Goel (DIN:
02183287) and Mr. Shaival Saurabh (DIN: 01971944) as an Independent Directors of the
Company for the first term of five Consecutive years commencing from August 13, 2024 which
were subsequently approved by the Members of the Company in 46th AGM of the
Company held on September 28, 2024.
- The Board of Directors of the Company at their meeting held on March
27, 2025, approved the allotment of 1,90,000 Equity Shares of face value of Rs.5/- each
pursuant to the conversion of 1,90,000 Fully Convertible Warrants ('Warrants'),
issued as on September 29, 2023, at an issue price of Rs.716/- each to Specified persons,
by way of preferential allotment on a private placement basis and Consequent to the said
allotment, the Paid-up Equity Share Capital of the Company stands increased to
Rs.7,87,51,825/- divided into 1,57,50,365 Equity Shares of face value of Rs.5/- each.
This report is to be read with our letter of even date which is annexed
as 'Annexure B-1' and form an integral part of this report.
'ANNEXURE B-1'
To,
The Members,
SHIVALIK RASAYAN LIMITED,
Kolhupani, PO. Chandanwari,
Dehradun- 248007
Our report of even date is to be read along with this letter.
1. Maintenance of Secretarial record is the responsibility of the
management of the Company. Our responsibility is to express an opinion on these
secretarial records based on our audit.
2. We have followed the audit practices and processes as were
appropriate to obtain reasonable assurance about the correctness about the contents of the
Secretarial records. The verification was done on test basis to ensure that correct facts
are reflected in secretarial records. We believe that the process and practices, we
followed provide a reasonable basis for our opinion.
3. We have relied on the Statutory Auditors for the period under
review, hence we have not verified correctness and appropriateness of financial record and
Books of Accounts of the Company.
4. Where ever required, we have obtained the Management representation
about the compliance of laws, rules and regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable
laws, rules, regulations, standards, is the responsibility of Management. Our examination
was limited to the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the
future viability of the Company nor of the efficacy or effectiveness with which the
Management has conducted the affairs of the Company.
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