for the financial year ended March 31, 2025 Dear Shareholders,
Your Board of Directors (Board) have pleasure in presenting the 31 st Annual Report together with Audited Financial Statements of the Company for the Financial Year ended 31 st March, 2025 .
Further, in compliance with the Companies Act, 2013 the Company has made requisite disclosures in this Boards Report with the objective of accountability and transparency in its operations to make you aware about its performance and future perspective of the Company.
FINANCIAL HIGHLIGHTS
The audited financial statements of the Company as on 31 st March, 2025 are prepared in accordance with the relevant applicable IND AS and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) and provisions of the Companies Act, 2013 (Act).
The financial highlights of the Company for the year ended 31 st March, 2025 are as follows:
[Rs. In Lacs (except EPS)]
Particulars | STANDALONE | CONSOLIDATED | ||
2024-25 | 2023-24 | 2024-25 | 2023-24 | |
Revenue from operations | 1472.38 | 1252.36 | 4117.00 | 3750.57 |
Other Income | 20.07 | 6.78 | 23.83 | 55.39 |
Total Income | 1492.45 | 1259.14 | 4140.83 | 3805.96 |
Total Expenses | 1434.19 | 1228.62 | 4024.42 | 3421.89 |
Profit/(Loss) before Share in Profit /(Loss) of Associate & exceptional items & tax | 58.26 | 30.52 | 116.41 | 384.07 |
Share in Profit /(Loss) of Associate | - | - | (86.50) | - |
Profit/(Loss) before exceptional items & tax | 58.26 | 30.52 | 29.91 | 384.07 |
Exceptional Items | 0.99 | 0.00 | (4.80) | - |
Profit/(Loss) before tax | 59.25 | 30.52 | 25.11 | 384.07 |
Tax Expenses | 3.31 | 1.32 | 34.72 | 4.13 |
Profit/(Loss) after tax | 55.94 | 29.20 | (9.61) | 379.94 |
Paid up Equity Share Capital | 799.72 | 624.72 | 799.72 | 624.72 |
Earnings per share (Rs.) Basic & diluted | 0.80 | 0.47 | 0.99 | 5.44 |
DIVIDEND
The strength of your company lies in identification, execution and successful implementation of its projects. To strengthen the long term prospects and ensuring sustainable growth in assets & revenue, it is important for your company to evaluate various opportunities in different business verticals in which your company operates. Your company continues to explore newer opportunities. Your Board of Directors, considers this be in strategic interest of the company and believes that this will greatly enhance the long term shareholders value. In order to fund companys projects and assignments in its development, expansion and implementation stages, conservation of funds is of vital importance. Therefore, your Board has not recommended any dividend for the financial year ended 31 st March, 2025.
RESERVES
The Board of Directors has not proposed any amount for transfer to reserves for the year ended 31 st March, 2025. RESULTS FROM OPERATIONS
During the year under review, Revenue from operations and Other Income of the Company stood at Rs. 1492.45 Lacs showing increasing trend over the previous year Revenue from operations and Other Income Rs. 1259.14 Lacs. Profit/Loss before tax has increased and stood at Rs. 59.25 Lacs as compared to previous year Profit/Loss before tax of Rs. 30.52 Lacs and Net Profit/Loss also increased and stood at Rs. 55.94 Lacs as compared to previous year Net Profit of Rs. 29.20 Lacs.
On a consolidated basis, the total revenue stood at Rs. 4140.83 Lacs as compared to previous year figures of Rs. 3805.96 Lacs and Net Loss for the year stood at Rs. 9.61 Lacs as compared to previous year Net Profit Rs. 379.94 Lacs.
Our Company is under the good management guidance and control that help continued in achieving the targets of cutting down in the cost of operations and getting efficiency in this area by using better alternated resources/means.
FINANCIAL STATEMENTS
The financial statements of your Company for the year ended March 31, 2025 are prepared in accordance with the Indian Accounting Standards (IND AS), read with the provisions of Section 129 and other applicable provisions, if any, of the Companies Act, 2013 (the Act), rules framed thereunder and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactments thereof for the time being in force) [SEBI Listing Regulations] and forms part of this Integrated Annual Report.
The estimates and judgments relating to the financial statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Companys state of affairs, profits and cash flows for the year ended March 31, 2025.
DEPOSITS FROM PUBLIC
During the year under review, your Company did not invite or accept any Deposits covered under Chapter V of the Act. There were no outstanding deposits within the meaning of Sections 73 and 74 of the Act, read together with the Companies (Acceptance of Deposits) Rules, 2014 (as amended), at the end of the year under review or the previous financial year
SHARE CAPITAL
The Authorized Share Capital of the Company as on 31 st March, 2025 stood at Rs. 16,00,00,000 (Rs. Sixteen Crore) divided into 1,60,00,000 equity shares of Rs. 10/- each.
The paid up Equity Share Capital as on 31 st March, 2025 was Rs. 7,99,72,000 divided into 79,97,200 shares of Rs. 10/- each
The details of share capital as on 31 st March, 2025 is provided below:
Particulars | Amount (In Rs.) |
Authorized Share Capital | 16,00,00,000 |
Paid up Share Capital | 7,99,72,000 |
Listed Share Capital | 7,99,72,000 |
Preferential Allotment: During the year, the company proposed and thus allotted;
During the year under review, the Company has issued and allotted 17,50,000 (Seventeen Lakh Fifty Thousand) fully paid up equity shares (Equity Shares) of face value of Rs.10/- (Rupees Ten only) each at an issue price of Rs. 50/- (Rupees Fifty only) including a premium of Rs. 40/- (Rupees Forty only) each aggregating upto Rs. 8,75,00,000/- (Rupees Eight Crore Seventy Five Lakh Only) pursuant to Preferential Issue on 28.10.2024 to the person belonging to the promoter and non-promoter category.
Further the company has not issued any shares with differential voting rights, sweats equity shares, Bonus Shares and also not granted stock options as prescribed in Companies Act, 2013 and rules framed there under.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to applicable provisions of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), all unpaid or unclaimed dividends are required to be transferred by the Company to the Investor Education and Protection Fund (IEPF or Fund) established by the Central Government, after completion of seven years from the date the dividend is transferred to unpaid/unclaimed account. Further, according to the Rules, the shares in respect of which dividend has not been paid or claimed by the Members for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority.
There were no funds which were required to be transferred to Investor Education and Protection Fund.
CORPORATE GOVERNANCE
The Company has complied with the mandatory provisions of Corporate Governance as prescribed in the Regulation 27 of the SEBI (LODR) Regulations, 2015 as applicable to the Company. A separate report on Corporate Governance and Auditors Certificate thereon are included as part of the Annual Report
MANAGEMENT DISCUSSION & ANALYSIS REPORTS
A detailed review of the operations, performance and future outlook of your Company, Subsidiaries and its Business including Risks, Opportunities and Threats are given in the Management Discussion and Analysis, as required under the SEBI Listing Regulations, which is provided in separate section and forms an integral part of this Report.
DIRECTORS RESPONSIBILITIES STATEMENT
Pursuant to the provisions of Section 134 of the Companies Act, 2013, the Directors, to the best of their knowledge and belief and based on the information and explanations provided to them, confirm that:
i) That in the preparation of the annual accounts for financial year ended 31 st March, 2025; the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit/ loss of the Company for that period;
iii) That the Directors have 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;
iv) That the Directors have prepared the annual accounts on a going concern basis;
v) That the Directors have laid down internal financial controls, which are adequate and are operating effectively;
vi) That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
CHANGE IN REGISTRED OFFICE
The Company has changed its registered office from 203-B, 2nd floor, A wing, Millionaire Heritage, SV Road, Nr Station, Andheri(w) B/H Andheri Market, Mumbai, Maharashtra, India, 400058 to B-1014, 10TH FLOOR, DAMJI LAXMI NAGAR, GHATKOPAR (EAST), Mumbai, Maharashtra 400075 w.e.f 01.07.2025.
COMPOSITION OF BOARD
The Board provides leadership, strategic guidance, objective and independent view to the Companys management while discharging its fiduciary responsibilities thereby ensuring that the management adheres to high standards of ethics, transparency and disclosure. The Board has constituted Audit Committee, Stakeholders Relationship Committee, and Nomination and Remuneration Committee, The following is the composition of the Board:
SR. NO. | NAME OF DIRECTOR | DIN | DESIGNATION / CATEGORY |
1. | Mr. Sunit Jain | 06924372 | Chairman & Managing Director |
2. | Mr. Shantilal Jain | 00469834 | Whole-time Director |
3. | Mrs. Neha Jain | 07493030 | Non-Executive - Non-Independent Director and CFO |
4. | Mrs. Ragini Chaturvedi | 10304281 | Non-Executive Independent Director |
5. | Mrs. Kriti Bhandari | 10303958 | Non-Executive Independent Director |
6. | Mr. Ankit Joshi | 10303908 | Non-Executive Independent Director |
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Rules made thereunder and the Articles of Association of the Company, Mr. Sunit Jain (DIN: 06924372), Managing Director of the Company, who was liable to retires by rotation in accordance with the provisions of the Articles of Association of the Company and being eligible offer himself for re-appointment.
The Board recommends the said re-appointment of Mr. Sunit Jain (DIN: 06924372), at the 31 st AGM and his brief profile is provided in the Notice convening the said AGM of the Company.
Mr. Sunit Jain (DIN: 06924372) has been re-appointed as a Managing Director of the Company for a period of 5 (Five) years with effect from 13 th April, 2024, until 12 th April, 2029 & such re-appointment was subsequently ratified by the members of company by way of special resolution passed through postal ballot by remote e-voting process on July, 6 th 2024.
CS Ujavala Churihar, (Membership No.: A-62951) has been appointed as Company Secretary & Compliance officer of the company w.e.f. 02 nd April, 2024 and she placed her resignation effective from 09 th July, 2024 due to personal reasons and other pre-occupations.
CS Nancy Jain, (Membership No.: A-39736) has been appointed as Company Secretary & Compliance officer of the company w.e.f. 10 th July, 2024 in place of CS Ujavala Churihar..
In the opinion of the Board, the independent directors appointed during the year possess requisite integrity, expertise, experience and proficiency.
None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164(2) of the Companies Act, 2013 and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014 (as amended).
Appointment, Completion of Term and Resignation of Director
There were no appointment and resignation of directors done during the period under review.
KEY MANAGERIAL PERSONNEL
During the period under review following are the Key Managerial Personnel of the company as on 31 st March 2025:
S. NO. | NAME OF DIRECTOR | DESIGNATION |
1. | Mr. Shantilal Jain | Whole-time Director |
2. | Mr. Sunit Jain | Chairman & Managing Director |
3. | Mrs. Neha Jain | CFO |
4. | Mrs. Nancy Jain | Company Secretary |
DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS:
The Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI (LODR) Regulations, 2015. In the opinion of the Board, the Independent Directors are the person of integrity and possesses relevant expertise and experience and also fulfil the conditions of independence specified in Section 149(6) of the Act and Regulation 16(1) (b) of the SEBI (LODR) Regulations, 2015. The Independent Directors have also confirmed that they have complied with the Companys Code of Business Conduct & Ethics.
POLICY ON CRITERIA FOR APPOINTMENT / REMOVAL OF DIRECTORS AND SENIOR MANAGEMENT PERSONNEL AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES
As per the Nomination & Remuneration Policy of the Company (Policy), the Nomination and Remuneration Committee inter alia recommends the appointment of Directors, Key Managerial Personnel (KMP) and Senior Management Personnel. The Policy lays down the criteria for such appointments and the framework in relation to remuneration of Directors including Managerial Personnel, KMPs and employees of the Company. The Nomination & Remuneration Committee oversees the matter of remuneration to the Executive Directors, KMPs and Senior Management Personnel and recommends to the Board, revision, if any, in the remuneration of the said Directors / Personnel subject to limits as may be approved by the Members.
The said Policy which has been uploaded on the Companys website. The web-link as required under the Act is as under: https://drive.google.com/file/d/1lJtPai-UBTCrEFKmNhIkN7RBM8aPLtgD/view.
The Board affirms that the remuneration paid to the Directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.
PAYMENT OF LISTING FEE AND DEPOSITORY FEE
The equity shares of the Company are listed on the BSE Limited (BSE). The listing fee for the year 2025-2026 has been paid to the Stock Exchange.
The Annual Custodial Fees for the year 2025-2026 has been paid to National Depository and Securities Limited and Central Depository Services Limited.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES
Following are the particulars of details of Subsidiaries, Joint Ventures and Associates:
Sr. No. | Name of Address of the Company | CIN | Holding/ Subsidiary/ Associates | % of Shares Held |
01. | Alpha Tar Industries Pvt. Ltd. | U24200MP1996PTC011003 | Material Subsidiary | 99.80% |
02. | Keti Highway Developers Private Limited | U45203MP2007PTC019487 | Material Subsidiary | 72.23% |
03. | Digital Micron Roto Print Private Limited | U00202MP2005PTC018001 | Non- Material Subsidiary | 100.00% |
04. | Aadi Chemtrade Limited | U70100MH1986PLC041350 | Associate | 35.62% |
Pursuant to the provisions of Section 129, 134 and 136 of the Companies Act, 2013 read with rules framed there under and Regulation 33 of the SEBI Listing Regulations, a separate statement containing the salient features of the financial performance of subsidiaries in the prescribed Form AOC-1 is annexed to the financial statements of the Company. The Audited Consolidated financial statements together with Auditors Report forms an integral part of the Annual Report
In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of its subsidiary, are available on the website of the Company. These documents will also be available for inspection till the date of the AGM during business hours at our registered office of the Company. The Company does not have any joint venture or associate Company as on 31 st March, 2025.
Except as mentioned above, no other entity has become or ceased to be a Subsidiary, Joint Venture or Associate of the Company during the year under review
NUMBER OF MEETINGS OF THE BOARD
The Board met 11 (Eleven) times during the financial year. The details of which are given in the Corporate Governance Report that forms part of this annual report. The intervening gap between any two Meetings was within the period prescribed under the Companies Act, 2013.
MEETING OF INDEPENDENT DIRECTORS
During the year under review, one meeting of the Independent Directors was held on without the attendance of Executive Directors and members of management. All the Independent Directors were present in that meeting.
NUMBER OF COMMITTEE MEETINGS & ATTENDANCE
The details of the Committee Meetings and respective attendance of Members therein are provided in the Corporate Governance Report forming part of Annual Report.
CODE OF CONDUCT
The Company has laid down a code of conduct for all Board members and Senior Management and Independent Directors of the Company. All the Board members including Independent Directors and Senior Management Personnel have affirmed compliance with the code of conduct. Declaration on adherence to the code of conduct is forming part of the Corporate Governance Report.
CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING
Your Company has in place a Code of Conduct for Prohibition of Insider Trading, which lays down the process for trading in securities of the Company by the Designated Persons and to regulate, monitor and report trading by the employees of the Company either on his/her own behalf or on behalf of any other person, on the basis of Unpublished Price Sensitive Information. The aforementioned Code, as amended, is available on the website of the Company.
PERFORMANCE EVALUATION OF BOARD, COMMITTEES & DIRECTORS
Pursuant to the provisions of the Companies Act, 2013 and the SEBI Listing Regulations, the Board has undertaken an Annual Evaluation of its own performance, its various Committees and individual Directors. The manner in which the performance evaluation has been carried out has been given in the Corporate Governance Report, annexed to this Report. The Directors were satisfied with the evaluation results, which reflected overall engagement of the Board and its Committees with the Company.
FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS
Pursuant to provisions of Regulation 25(7) of the SEBI Listing Regulations, the details of familiarization program is available on the website of your Company. Further, upon appointment of an Independent Director, the Company issues a letter of appointment outlining his / her role, function, duties and responsibilities. The format of the letter of appointment is available on the Companys website.
INTERNAL CONTROL AND ITS ADEQUACY
Your Company has adopted procedures and systems for ensuring the orderly and efficient conduct of its Business, including adherence to the Companys policies, safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of financial disclosures.
Your Company maintains appropriate and adequate Internal Control System / Internal Financial Control commensurate to its size and nature of operations. Your Companys Internal Control systems are tested and certified by the Internal Auditors and Statutory Auditors of the Company.
The Audit Committee periodically reviews the report(s) of the independent Internal Auditors along with the adequacy and effectiveness of Internal Control systems
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED
Your Company has not provided any loan or guarantee or made investment in violation of Section 186 of the Act during the year under review.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered during the financial year were on an arms length basis and were in the ordinary course of business and that the provision of Section 188 of the Companies Act, 2013 and the Rules made thereunder are not attracted. Thus, disclosure in form AOC-2 in terms of Section 134 of the Companies Act, 2013 is not required. Further there is no material related party transaction during the year under review with the Promoter, Directors or Key Managerial Personnel.
All related party transactions are placed before the Audit Committee as also the Board of Directors for approval. Omnibus approval was obtained on a yearly basis for transactions which are repetitive in nature. The details of the related party transaction are disclosed in Note no. 32 of the Financial Statements.
The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companys website.
A statement showing the disclosure of transactions with related parties as required under Ind AS 24 is set out separately in this Annual Report.
MATERIAL CHANGES AND COMMITMENT BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR
There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial year of the Company to which the financial statements relates and the date of this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/ OUTGO
The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review.
There were no foreign exchanges Outgo during the year under review.
PARTICULARS OF THE EMPLOYEES AND RELATED DISCLOSURES
The relation between the employees and the management has been cordial throughout the year under review and the Directors place on record their appreciation for the efficient services rendered by the employees at all levels.
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 is annexed hereto as Annexure B and forms part of this report.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The policy on Directors Appointment and Remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of Section 178 of the Companies Act, 2013, and under Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 adopted by the Board, The Details of the said Policy is available on website of the Company.
COMMITTEES OF THE BOARD
As per the Companies Act, 2013 and the SEBI Listing Regulations, during the year under review, the Board has 3 statutory Committees viz., Audit Committee, Nomination and Remuneration Committee, and Stakeholders Relationship Committee. The details of the composition of these Committees along with number of meetings held and attendance at the meetings are provided in the Corporate Governance Report, which forms an integral part of this Report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Your Company had adopted Whistle Blower Policy / Vigil Mechanism Policy pursuant to the provisions of Section 177(9) of the Companies Act, 2013 and the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI Listing Regulations. Details on the Vigil Mechanism of your Company have been outlined in Corporate Governance Report, which forms an integral part of this Report. The Whistle Blower Policy may be accessed on your Companys website.
RISK MANAGEMENT
Provisions of section 134 (3) (n) of the Companies Act, 2013 & Regulation 17(9) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are not applicable on the company, so the company has not has formed a Risk Management Committee.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable to the Company.
AUDITORS & AUDITORS REPORT STATUTORY AUDITORS
Pursuant to provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (as amended), M/s. Ashok Khasgiwala & Co. LLP, Chartered Accountants, Indore registered with the Institute of Chartered Accountants of India (ICAI) vide registration number 000743C/C400037 were appointed as Statutory Auditor for a term of five consecutive years to hold office from the conclusion of 30 th AGM up to the conclusion of the 35 th AGM to be held for the financial year 2028-2029. The Auditors Report to the Members on the financial statements of the Company for the year ended March 31, 2025 forms a part of the Annual Report and the Auditors Report does not contain any qualification, reservation or adverse remark.
The notes referred to by the Auditors in their Report are self explanatory and hence do not require any explanation.
Further, there was no fraud in the Company, which was required to report by statutory auditors of the Company under sub-section (12) of Section 143 of Companies Act, 2013.
COST RECORD AND AUDIT
Your company does not falls within the provisions of Section 148 of Companies Act, 2013 read with the Companies (Cost records & Audit) Rules, 2014, therefore no such records required to be maintained.
INTERNAL AUDITORS
Internal Audit for the year ended March 31, 2025 was done by M/s. M. L. Vishwakarma, Tax Law Advocate & Consultants. The Board takes his suggestions and recommendations to improve and strengthen the internal control systems. The Audit Committee reviews adequacy and effectiveness of the Companys internal control environment and monitors the implementation of audit recommendations.
SECRETARIAL AUDITOR / AUDITORS REPORT
The Board of Directors under section 204(1) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Management Personnel) Rules, 2014 and Regulation 24A of SEBI Listing Regulations has appointed M/s. Ajit Jain & Co., (Practicing Company Secretaries), Indore to conduct secretarial audit of the company for a period of five years from FY 2025-26 to FY 2029-30 subject to the approval of shareholders of the Company in the ensuing Annual General Meeting.
Further, pursuant to the provisions of Regulation 24A of the SEBI Listing Regulations, the Secretarial Audit Report of Alpha Tar Industries Pvt. Ltd. and Keti Highway Developers Private Limited, Material Unlisted Subsidiary for the financial year 2024-25 is annexed as Annexure D and forms an integral part of this Report.
Brief profile of the said proposed Secretarial Auditor is separately provided in the Notice of ensuing AGM. Mr. Ajit Jain has given his consent to act as the Secretarial Auditor of the Company and confirmed that: (i) the aforesaid appointment, if made, would be within the prescribed limits under the Act & Rules made thereunder and SEBI Listing Regulations; and (ii) he is not disqualified to be appointed as the Secretarial Auditor in terms of provisions of the Act, Rules made thereunder and SEBI Listing Regulations.
The comments referred to by the Secretarial Auditors in their Report are self explanatory except the following:
1. The Company has submitted the Standalone and Consolidated Financial Results for the quarter and half year ended September 30, 2024 after the period prescribed i.e. 45 days from the end of Quarter under regulation 33 of SEBI (LODR) Regulation, 2015.
Explanation: Company could not submit financial statement within time due to delay in preparation of consolidated financial statements but in the future company shall strictly adhere to comply the same.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, is not applicable to your Company for the financial year ending March 31,2025.
SIGNIFICANT AND MATERIAL ORDERS
During the year under review, there were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and its future operations.
SECRETARIAL STANDARDS
During the year under review, the Company has complied with the provisions of applicable Secretarial Standards issued by the Institute of Company Secretaries of India with respect to the Board and General Meetings, as notified by the Ministry of Corporate Affairs of India.
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the Company as on March 31, 2025 is available on the website of the Company at https:// samyakinternational.in/.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an anti harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under the policy. An Internal Complaints Committee (ICC) has also been set up to redress complaints received on sexual harassment.
Following are the details of complaints under sexual harassment in the organization during the financial year 2024-25
(a) Number of complaints of sexual harassment received in the year: Nil;
(b) Number of complaints disposed off during the year: Nil;
(c) Number of cases pending for more than ninety days: Nil.
COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961
Pursuant to the provisions of the Companies (Accounts) Rules, 2014, the Company confirms compliance with the applicable provisions of the Maternity Benefit Act, 1961. The Company has implemented all mandated benefits, including paid maternity leave and nursing breaks, ensuring a safe and supportive work environment for women employees. Regular internal reviews are conducted to maintain adherence.
The Company is deeply committed to promoting womens empowerment through progressive policies, leadership opportunities, and continuous support for work-life balance. Regular reviews ensure that our practices align with both legal standards and our core values of equality and inclusivity.
GENERAL DISCLOSURES
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
• Issue of equity shares with differential rights as to dividend, voting or otherwise.
• Issue of shares (including sweat equity shares) to employees of the Company under any scheme.
• There are no details to be disclosed under Section 134(3) (ca) of the Act as there has been no such fraud reported by the Auditors under Section 143(12) of the Act.
• There are no proceedings initiated/ pending against the Company under the Insolvency and Bankruptcy Code, 2016.
• The details regarding the difference in valuation between a one-time settlement and valuation for obtaining loans from banks or financial institutions, along with reasons, are not applicable
• The company did not undergo any change in the nature of its business during the financial year ACKNOWLEDGEMENTS
Your Directors acknowledge with gratitude the support received by the Company from the Banks, Government agencies/ organizations and employees of your Company.
Your Directors also acknowledge with thanks the faith reposed by the Investors in the Company and look forward to their continued support for times to come.
For and on behalf of the Board of Directors | |
SUNIT JAIN | |
Place: Indore | Chairman & Managing Director |
Dated: 05.09.2025 | DIN: 0692437 |
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