To
The Members,
Shine Fashions (India) Limited,
Mumbai, Maharashtra
Your directors have pleasure in presenting the Sixth Annual Report and Audited
Statement of accounts of your
Company for the financial year ended on the 31st day of March, 2025.
1. FINANCIAL RESULTS:
(Rs. In Lakhs)
Particulars |
For the FY 2024-25 |
For the FY 2023-24 |
Revenue from Operations |
8045.54 | 5289.03 |
Other Income |
6.96 | 3.70 |
Total Income |
8052.50 | 5292.73 |
Profit before Depreciation, Financial Expenses and Taxation |
937.49 | 522.81 |
Depreciation &Amortization |
1.66 | 1.06 |
Financial Expenses |
3.83 | 3.21 |
Profit before Taxation |
932.00 | 518.54 |
Less: Provision for Taxation (current & deferred) |
234.76 | 130.58 |
Profit after Taxation |
697.24 | 387.96 |
2. PERFORMANCE OF THE COMPANY:
During the financial year 2024-25, your Company maintained its strategic focus on the
import, supply, and trade
of non-woven interlining fabrics, woven fusible interlinings, and microdot fusible
interlinings. A strong
commitment to sustainability and responsible resource utilization remained integral to the
Companys
operations. In alignment with evolving market demands, the Company continued to introduce
innovative
products, further strengthening its market position and contributing to its sustained
growth.
For FY 2024-25, the Company recorded a robust financial performance, generating revenue
of Rs. 80.45 crores,
marking a significant increase from Rs. 52.89 crores in FY 2023-24. Consequently, the
profit after tax rose to Rs.
6.97 crores, reflecting a growth of 79.64% over the previous years profit of Rs. 3.88
crores. The Company
remains confident in its ability to sustain this growth momentum in the coming years.
New Manufacturing Project - Backward Integration Initiative:
In FY 2024-25, the Board of Directors approved the establishment of the Companys first
manufacturing unit for
interlining (technical textile) productsan initiative marking a strategic move
towards backward integration.
This project is expected to enhance operational efficiencies and unlock substantial growth
opportunities for the
Company. It is noteworthy that, to the best of our knowledge, this initiative represents a
first-of-its-kind
manufacturing project in India. The finished product will serve as a significant import
substitute, supporting the
nations vision for self-reliance in technical textiles. However, the company is facing
initial teething troubles in
implementation of the project and the progress is bit slow.
3. CHANGE IN NATURE OF BUSINESS AND CAPITAL STRUCTURE:
> CHANGE IN NATURE OF BUSINESS
There was no change in the nature of Business of the Company during the FY 2024-25.
> CHANGE IN CAPITAL STRUCTURE
Preferential issue of convertible warrants
1. During the Year 2024-25, the Company has issued 5,60,000 warrants, each convertible
into, or
exchangeable for, 1 (one) fully paid-up equity share of the Company of face value of Rs.
5/- each
("Warrants") at a price of Rs. 207/- (Rupees Two Hundred and Seven only) each
payable in cash
("Warrants Issue Price"), aggregating up to Rs.11,59,20,000/- (Rupees Eleven
Crores Fifty-Nine Lakhs
Twenty Thousand Only), which may be exercised in one or more tranches during the period
commencing from the date of allotment of the Warrants until expiry of 18 (Eighteen)
months, to the
proposed allottee(s) consisting of Promoters and Non-promoters category;
2. On 02.09.2024, the Company received In-Principal approval for the issue of 5,60,000
equity shares of Rs.
5/- each at a price not less than Rs. 207/- to promoters and non-promoters on a
preferential basis
pursuant to conversion of warrants and allotted the required no. of warrants to the
respective
allotteeson 11.09.2024;
3. On 14.11.2024, the Board allotted 1,20,000 equity shares pursuant to conversion of
warrants on
preferential basis (FIRST TRANCHE) of Rs. 207/- each (including premium amounting to
Rs.202/- each)
and received listing and trading approval from stock Exchange on 04.04.2025 and 22.04.2025
respectively and got the shares listed on the Bombay Stock Exchange (Emerge Platform)
w.e.f.
23.04.2025;
4. On 03.02.2025, the Board allotted 90,000 equity shares pursuant to conversion of
warrants on
preferential basis (SECOND TRANCHE) of Rs. 207/- each (including premium amounting to
Rs.202/-
each) and received listing and trading approval from stock Exchange on 02.05.2025 and
14.05.2025
respectively and got the shares listed on the Bombay Stock Exchange (Emerge Platform)
w.e.f.
15.05.2025;
5. After the closure of the Financial year under review, on 06.05.2025, the Board
allotted 21,000 equity
shares pursuant to conversion of warrants on preferential basis (THIRD TRANCHE) of Rs.
207/- each
(including premium amounting to Rs.202/- each) and has applied for the listing approval of
the same,
which is in process with the stock Exchange.
6. 0n 06.06.2025, the Board allotted 70,000 equity shares pursuant to conversion of
warrants on
preferential basis (FOURTH TRANCHE) of Rs. 207/- each (including premium amounting to
Rs.202/-
each) whose listing application is yet to be applied.
Other than above there was no change in the capital structure of the company during the year under review.
4. SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
Your Company has One Subsidiary Company, namely M/s Shinetex Industries Private Limited
as on 31st March,
2025. A report on the performance and financial position of subsidiary Company as per the
Act is provided in the
consolidated financial statements. The particulars of the Subsidiary Company have been
given under Form AOC-
1, as per Annexure-"A".
5. CONSOLIDATED FINANCIAL STATEMENTS
The audited consolidated financial statements for the financial year ended on March 31st,
2025, based on the
financial statements received from Subsidiary Company, as approved by their respective
Board of Directors, have
been prepared in accordance with Accounting Standard 21 on Consolidated Financial
Statements, notified under
the Act, read with the Accounting Standards Rules, as applicable.
6. TRANSFER TO RESERVES:
During the year under review, the Company does not propose to transfer any amount to
the General Reserve for
the FY 2024-25.
7. DIVIDEND:
Your Directors on 06.05.2025, has recommended payment of dividend of 12.50 paisa (Rs.
0.125/-) per equity share
of the face value of Rs. 5/- each fully paid up for the Financial Year 2024-25, which is
subject to the approvalof the
shareholders at the ensuing Annual General Meeting of the Company.
8. TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND:
During the year under review, Company was not required to transfer any amount in
Investor Education and
Protection Fund account.
9. MATERIAL CHANGES AND COMMITMENTS, IF ANY, 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 RELATE AND THE DATE OF THE REPORT:
After the closure of the FY 2024-25, the following changes took place-
> Conversion of Warrants into Equity Shares
a) on 06.05.2025, the Board allotted 21,000 equity shares pursuant to conversion of
warrants on
preferential basis (THIRD TRANCHE) of Rs. 207/- each (including premium amounting to
Rs.202/-
each) and has applied for the listing approval of the same, which is in process with the
stock
Exchange.
b) 0n 06.06.2025, the Board allotted 70,000 equity shares pursuant to conversion of
warrants on
preferential basis (FOURTH TRANCHE) of Rs. 207/- each (including premium amounting to
Rs.202/- each) whose listing application is yet to be applied.
> RECOMMENDATION OF ISSUE OF BONUS SHARES
a) The board in their meeting held on 06.05.2025 has recommended issue and allotment of
equity
shares not exceeding 2,35,06,000no. of equity shares of Rs. 5/- (Five) each as fully paid
up bonus
shares, to the eligible members of the Company holding equity shares of Rs.5/- (Five)
each, whose
names appear in the Register of Members/Beneficial Owners position of the Company on such
date
("Record Date") to be fixed by the Company, in the proportion of 7:1 i.e.,
7(Seven) new equity share
of Rs.5/- (Five) each for every one (1) existing equity share(s) of Rs.5/- (Five) each
held as on the
Record Date.The shareholders are requested to approve the same at the ensuing Annual
General
Meeting of the Company.
10. PARTICULARS OF LOAN, GUARANTEE AND INVESTMENT UNDER SECTION 186:
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act,
2013 are given as follows:
Particulars |
Name of entity | Amount as on 31.03.2025 (inRs.) |
DETAILS |
Investments(Equity Shares) |
M/s Shinetex Industries Private Limited |
50,010/- | Nature of Investment-Non-Current Investment Type of Securities- Equity Shares Percentage Share-holding (direct)- 50.01% |
Loans |
M/s Shinetex Industries Private Limited |
17,32,500/- | Nature of Loan- Unsecured Loan to subsidiary Company) Purpose- For Working Capital of the Company Rate of Interest- NIL Repayment terms- To be repaid by 31.03.2026 |
Guarantees |
NIL |
||
Securities |
11. PARTICULARS OF RELATED PARTIES TRANSACTIONS UNDER SECTION 188:
All related party transactions that were entered into during the financial year were on
arms length basis and
were in the ordinary course of the business. There are no materially significant related
party transactions made
by the company with Promoters, Key Managerial Personnel or other designated persons which
may have potential
conflict with interest of the company at large.Details of the transactions are provided in
Form AOC-2 which is
attached as "Annexure-B" to this Report.
12. BOARD MEETINGS HELD DURING THE YEAR:
During the year under review, the Board of Directors of Company met 8 (Eight) times.
The details of the Board
Meetings and the attendance of the directors are provided in below table. The intervening
gap between the
meetings was within the period prescribed under the Companies Act, 2013.
S.No. Date of Board Meeting |
Boards Strength | No. of Directors Present |
1. 28.05.2024 |
6 | 6 |
2. 13.07.2024 |
6 | 6 |
3. 22.08.2024 |
6 | 6 |
4. 11.09.2024 |
6 | 6 |
5. 14.11.2024 |
6 | 6 |
6. 22.01.2025 |
6 | 6 |
7. 03.02.2025 |
6 | 6 |
8. 28.03.2025 |
6 | 6 |
13. DIRECTORS AND KMP :
In accordance with the provisions of the Companies Act, 2013, Mrs. Purvi Anil
Sanghvi (DIN: 08560154) is
liable to retire by rotation at the ensuing Annual General Meeting, and being eligible
offer herself for re-
appointment.
Mr. Anish Anil Mehta (DIN-08560153)was re-appointed as the Managing Director of
the Company for a
period of 5 (Five) years w.e.f. 02.03.2025.
The tenure of five years of the Independent Director has been expired recently
and they have been requested
to continue in office till reappointment/replacement by the Members in the General
Meeting. Accordingly, the
company in its Board meeting has recommended the following, subject to the approval of
Members in the
sixth Annual general Meeting of the Company:-
S Re-appointment of Ms. Nikita Dunagrshi Mange (DIN-08712794) and Ms. Nikita Nikhil
Rathod (DIN-
08728821), as Independent director for a term of another five years.
S Appointment of Ms. Labdhi Manish Vora(DIN-11155224), as Independent Director of the
Company for a period of five years, in place of Mr. Priyank Ramesh Doshi, who has
completed his tenure
of Five Years as Independent Director of the Company.
Other than the above, there was no change in the Directorship of the Company during the
year under review. The
existing board of directors continued to provide leadership and oversight in guiding the
companys strategic
direction and decision-making processes. This continuity in directorship reflects the
confidence and stability in
the companys governance structure, ensuring consistency in leadership and management
practices.
14. DECLARATION BY INDEPENDENT DIRECTORS UNDER SUB SECTION (6) OF SECTION 149:
Independent Directors have declared that they meet the criteria of Independence in
terms of Section 149(6) of the
Companies Act, 2013 and that there is no change in their status of Independence.
CODE OF CONDUCT OF INDEPENDENT DIRECTORS
Independent Directors are the persons who are not related with the company in any
manner. A code of conduct is
required for them for their unbiased comments regarding the working of the company. They
will follow the code
while imparting in any activity of the company. The policy deals with the code of conduct
of the Independent
Directors, their duties and responsibilities towards the company, is available at the
website shinefashions.in
15. PERFORMANCE EVALUATION OF BOARD AND DIRECTORS :
Pursuant to the provisions of Companies Act, 2013 and the Listing Regulations, a
structured questionnaire was
prepared after taking into consideration various aspects of the Boards functioning,
composition of the Board and
its Committees, Culture, execution and performance of the specific duties obligations and
governance.
The Performance of the Committees and Independent Directors were evaluated by the
entire board of Directors
except for the Director being evaluated. The Performance evaluation of the Chairman,
Non-Independent
Directors and Board as a Whole was carried out by the Independent Directors. The board of
Directors expressed
their Satisfaction with the outcome of evaluation and the process followed thereof.
16. AUDITORS:
The companys Auditors M/s Thakur VaidyanathAiyar& Co., Chartered Accountants, hold
office of Auditors until
the conclusion of 6thAnnual General Meeting.
The notes on financial statements referred to in the Auditors Report are
self-explanatory and do not call for any
further comments and explanations. The Auditors Report does not contain any
qualification, reservation or
adverse remark. No instances of fraud have been reported by the Statutory Auditors of
the Company under
Section 143(12) of the Companies Act, 2013.
Further, after expiration of the term of five consecutive years of the existing
Auditor, the Board recommended the
Appointment of M/s Gada Chheda& Co LLP, Chartered Accountants,Mumbai (FRN-W100059) as
the Statutory
Auditors of the company for five consecutive Financial years commencing from FY 2025-26 to
FY 2029-30,
subject to the approval of Shareholders in the ensuing Annual General Meeting. They have
confirmed their
eligibility under section 141 of the Companies Act 2013 and the rules framed there under
for appointment as
Auditors of company.
17. INTERNAL AUDITOR :
In accordance with provision of section 138 of the companies act, 2013 and rules made
there under, your
company has re-appointed M/s H.M. Sheth & Associates, Chartered Accountants as an
internal auditor of the
company and takes their suggestions and recommendation to improve and strengthen the
internal control system.
The Internal Audit Report so provided by the internal auditor is placed before the
Audit Committee and the
Committee reviewed the same on frequent intervals.
18. SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of The Companies Act, 2013 and TheCompanies
(Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company has re-appointed M/s JPS
& Associates, Jaipur a
firm of Company Secretaries in Practice to conduct Secretarial Audit of the company for
the FY 2024-25. The
Secretarial Audit Report for the Financial Year ended on March 31, 2025 is annexed
herewith as Annexure-C.
Observation mentioned in the Secretarial Audit Report:
1. "Entries in SDD software of the company could not be verified in full as the
same was deleted due to
computer system failure/ formatted of the Company during the year."
Reply of the Management:In this regard, your Directors clarifies that the SDD Software
of the company was
deleted due to computer system failure / formatting of the system of the Company during
the year 2023-24.
However, the same was re-installed by the vendor, but the company was unable to archive
the old data of the
software.
2. "The Company has not spent the required CSR amount during the FY 2024-25."
Reply of the Management: The Companys Management was in process of identifying
suitable projects for
CSR and wished to make the CSR expenditure in a manner that it should be deployed in its
true spirit through
a trust worthy organization. The above process took some time and hence the budgeted funds
could not be
spent during the FY 2024-25. The Company is actively engaged in identifying viable
projects and is
committed to utilizing the unspent CSR amount in the forthcoming financial year.
Additionally, the Company
will ensure compliance with the statutory requirements by depositing the due amount into
the specified
funds within the stipulated time frame, as mandated under Section 135of the Companies Act,
2013.
3. "The term of Five Years of three Independent Directors of the company namely
Mr. Priyank Ramesh
Doshi (DIN-08712814), Mrs. Nikita Dungarshi Mange (DIN-08712794) and Mrs. Nikita Nikhil
Rathod
(DIN- 08728821), was completed in March, 2025"
Reply of the Management:The term of Five Years of three Independent Directors of the
company namely
Mr. Priyank Ramesh Doshi (DIN-08712814), Mrs. Nikita Dungarshi Mange (DIN-08712794) and
Mrs. Nikita
Nikhil Rathod (DIN- 08728821), was completed in March, 2025. The Companys Management is
in process to
identify suitable candidature for this office and hence they were further requested by the
board to continue
in the office till the approval of their reappointment/ replacement by members in the
ensuing Annual General
Meeting.
Further, pursuant to the provisions of Regulation 24A of SEBI (Listing Obligations and
Disclosure Requirements)
(Amendment) Regulations, 2018 and SEBI Circular No. No. SEBI/LAD-NRO/GN/2024/218 dated
12.12.2024, the
Board has recommended appointment of M/s JPS & Associates, Practicing Company
Secretaries Firm, Jaipur as
Secretarial Auditors of the Company for five consecutive financial years commencing from
FY 2025-26 to FY
2029-30, subject to the approval of Shareholders in the ensuing Annual General Meeting.
19. COMPLIANCE WITH SECRETARIAL STANDARD :
During the year under Report, the Company has complied with the applicable provisions
of Secretarial Standards
as issued and notified by The Institute of Company Secretaries of India and approved by
the Central Government.
20. WHISTLE BLOWER POLICY/VIGIL MECHANISM :
Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies
(Meetings of Board and
its Powers) Rules, 2014, the Board of Directors had approved the Policy on Vigil
Mechanism/ Whistle Blower. This
Policy inter-alia provides a direct access to the Chairman of the Audit Committee.
Your Company hereby affirms that no Director/ employee have been denied access to the
Chairman of the Audit
Committee and that no complaints were received during the year.Copy of such adopted policy
is available on
company website shinefashions.in.
21. RISK MANAGEMENT:
A well-defined risk management mechanism covering the risk mapping and trend analysis,
risk exposure,
potentialimpact and risk mitigation process is in place. The objective of the mechanism is
to minimize the impact
of risksidentified and taking advance actions to mitigate it. The mechanism works on the
principles of probability
ofoccurrence and impact, if triggered. A detailed exercise is being carried out to
identify, evaluate, monitor
andmanage both business and non-business risks.
22. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013 :
Your Company has always believed in providing a safe and harassment free workplace for
every individual
working in companys premises through various interventions and practices. The Company
always endeavors to
create and provide an environment for all its employees that is free from discrimination
and harassment
including sexual harassment.
The Company has constituted an internal Complaint Committee under the act in compliance
with The Sexual
Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013to
address and prevent
instances of harassment in the workplace.
The composition of the Internal Committee is as follows:
1. Mrs. Binal Anish Mehta (Presiding Officer)
2. Mrs. Purvi Anil Sanghvi (Member)
3. Ms. Dharmi (Member)
4. Ms. Labdhi Manish Vora (External Member)
The Company has submitted its Annual POSH Report to the District Office, Mumbai on31st
January, 2025, in
compliance with statutory requirements.
Further, during the period under review, the Company had not received any complaints on
sexual harassment
under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 and the
status is as follows:
Number of cases pending as on the beginning of the financial year |
NIL |
Number of complaints filed during the financial year |
NIL |
number of complaints disposed of during the financial year |
NIL |
number of complaints pending as on end of the financial year |
NIL |
23. WEBLINK FOR ANNUAL RETURN
As required under Section 92(3) read with section 134(3)(a) of the Companies Act 2013
read with rule 12 of the
Companies (Management and Administration) Rules, 2014 including amendments thereunder, the
Annual Return
filed with the Ministry of Corporate Affairs (MCA) for the Financial Year 2024-25 is
available on the web-link of
the Company at shinefashions.inand the Annual Return for Financial Year 2024-25
will be made available in the
due course of time after Annual General Meeting.
24. Performance Evaluation:
The Board of Directors has carried out an annual evaluation of its own performance,
board committees and
individualdirectors pursuant to the provisions of the Companies Act, 2013 and Securities
and Exchange Board of
India(Listing Obligations and Disclosure Requirements) Regulations, 2015 in the following
manners:
1. The performance of the board was evaluated by the board, after seeking inputs from
all the directors, on thebasis
of the criteria such as the board composition and structure, effectiveness of board
processes, informationand
functioning etc.
2. The performance of the committees was evaluated by the board after seeking inputs
from the
committeemembers on the basis of the criteria such as the composition of committees,
effectiveness of
committeemeetings, etc.
3. The board and the nomination and remuneration committee reviewed the performance of
the individualdirectors
on the basis of the criteria such as the contribution of the individual director to the
board andcommittee meetings
like preparedness on the issues to be discussed, meaningful and constructive
contributionand inputs in meetings,
etc.
4. In addition, the chairman was also evaluated on the key aspects of his role.
Separate meeting of independent directors was held to evaluate the performance of
non-independent
directors,performance of the board as a whole and performance of the chairman, taking into
account the views of
executive directors and non-executive directors. Performance evaluation of independent
directors was done by
the entireboard, excluding the independent director being evaluated.
25. DEPOSITS:
During the year under review, your Company did not accept or renewed any deposits
within the meaning of
provisions of Chapter V - Acceptance of Deposits by Companies of the Companies Act, 2013
read with the
Companies (Acceptance of Deposits) Rules, 2014 and there remains no unpaid or unclaimed
deposit with the
Company at the end of financial year.
However, the company accepted unsecured loans from its directors and in accordance with
the provisions of the
rule 2(1)(c)(viii) of Companies (Acceptance of Deposits) Rules, 2014, details of the same
is as follows:-
(inRs.)
S. Name of |
Opening Balance as on 01.04.2024 |
Addition during the Year |
Repaid during the Year |
Closing Balance as on 31.03.2025 |
1. Anish Anil |
Rs. 53,77,912/- | Rs. 14,50,000/- | Rs. 68,27,912/- | 0 |
26. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUCY:
The company has internal control systems which are adequate in the opinion of board of
directors.The company
has a proper system of internal controls to ensure that all assets are safeguarded and
protected against loss from
unauthorized use or disposition and those transactions are authorized recorded and
reported correctly.
The internal control system is supplemented by an extensive program of internal and
external audits and periodic
review by the management. This system is designed to adequately ensure that financial and
other records are
reliable for preparing financial information and other data and for maintaining
accountability of assets.
27. DETAILS OF FRAUD REPORTED BY THE AUDITORS
During the year under review, the Statutory Auditors, Secretarial Auditors and Cost
Auditors have not reported
any instances of fraud committed in the Company by its officers or employees to the Audit
Committee under
section 143(12) and Rule 13 of the Companies (Audit and Auditors) Rules, 2014 of the
Companies Act, 2013.
28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO:
The Company is a trading unit; therefore there are no details of conservation of energy
and technology absorption.
However, your company imports the goods due to which there isoutgo of Foreign Exchange.
A statement depicting details of conservation of energy, technology absorption, foreign exchange earnings and
29. PARTICULARS OF EMPLOYEES:
A Statement providing Information required under section 197(12) of the Companies Act,
2013 read with Rule 5
of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules,
2016 is annexed
hereto and forms part of this Report as Annexure- E.
30. MANAGEMENT DISCUSSION AND ANALYSIS:
The Management discussion & analysis report forming part of this report is annexed
herewith and marked as
Annexure- F.
31. DIRECTORS RESPONSIBILITY STATEMENT:
As required under section 134(5) of the Companies Act, the directors hereby confirm that:
(i) in the preparation of the annual accounts, the applicable accounting standards have
been followed along
with proper explanation relating to material departures;
(ii) 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 as at the end of the financial year and of the profit or loss of the company for
the year ;
(iii) 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) the directors have prepared the annual accounts on a going concern basis.
(v) the directors have devised proper system to ensure compliances with the provisions
of all applicable laws
and that such systems were adequate and operating effectively.
32. MAINTENANCE OF COST RECORD:
Since the company is not falling under prescribed class of Companies, our Company is
not required to maintain
cost records.
33. AUDIT COMMITTEE
The Company has formed an audit committee as designed under section 177 of the
Companies Act, 2013, of
which the following directors are members:
1. Mr. Priyank Ramesh Doshi, Chairman
2. Ms. Nikita Dungarshi Mange, Member
3. Mrs. Nikita NikhilRathod, Member
4. Mrs. Purvi Anil Sanghvi, Member
The Committee has 7 meetings during the year under review.
The terms of reference of the Audit Committee are broadly as follows:
a) To review compliance with internal control systems;
b) To review the findings of the Internal Auditor relating to various functions of the Company;
c) To hold periodic discussions with the Statutory Auditors and Internal Auditors of
the Company
concerning the accounts of the Company, internal control systems, scope of audit and
observations of
the Auditors/Internal Auditors;
d) To review the financial results of the Company before submission to the Board;
e) To make recommendations to the Board on any matter relating to the financial
management of the
Company, including Statutory & Internal Audit Reports;
f) Recommending the appointment of cost auditors and statutory auditors and fixation of
their
remuneration;
g) Review of Cost Audit Report;
h) Reviewing the Companys financial and risk management policies;
i) To review compliance related with whistle blower mechanism.
34. NOMINATION AND REMUNERATION COMMITTEE
The Company has formed a remuneration committee as designed under section 178 of the
Companies Act, 2013,
of which the following directors are members:
1. Mr. Priyank Ramesh Doshi, Chairman
2. Ms. Nikita Dungarshi Mange, Member
3. Mrs. Nikita NikhilRathod, Member
4. Mrs. Purvi Anil Sanghvi, Member
The Committee has 2meeting during the year under review.
The broad terms of reference of the Nomination and Remuneration Committee are as follows:
a) Review the performance of the Managing Director and the Whole-time Directors, after
considering the
Companys performance.
b) Recommend to the Board remuneration including salary, perquisites and commission to
be paid to the
Companys Managing Director and Whole-time Directors.
c) Finalise the perquisites package of the Managing Director and Whole-time Directors
within the overall
ceiling fixed by the Board.
d) Recommend to the Board, retirement benefits to be paid to the Managing Director and
Whole-time
Directors under the Retirement Benefit Guidelines adopted by the Board.
e) Recommend to the Board, annual evaluation of performance of Managing Director,
Executive Director,
Non Executive Directors and Key Managerial Personnel.
3 5. STAKEHOLDERS RELATIONSHIP COMMITTEE
The Company has formed a stakeholders relationship committee as designed under section
178 of the
Companies Act, 2013, of which the following directors are members:
1. Mrs. Purvi Anil Sanghvi, Chairperson
2. Mr. Priyank Ramesh Doshi, Member
3. Ms. Nikita Dungarshi Mange, Member
4. Mrs. Nikita NikhilRathod, Member
The Committee has 1 meeting during the year under review.
The broad terms of reference of the stakeholders relationship committee are as follows:
a) Consider and resolve the grievances of securityholders.
b) Review activities with regard to the HealthSafety and Sustainability initiatives of theCompany
36. CSR POLICY AND AMOUNT SPENT THEREON:
In compliance with the Companies Act, 2013, the companys Net Profit before Tax in the
financial year 2023-
2024 triggered the CSR limits provided under section 135 of the companies Act, 2013,
prompting the company to
duly constituted Corporate Social Responsibility Committee (CSR Committee) for conducting
CSR activities, the
composition of which is as follows:
1. Mr. Anil Zaverchand Mehta, Chairman
2. Ms. Nikita Dungarshi Mange, Member
3. Mrs. Nikita NikhilRathod, Member
The broad terms of reference of the CSR Committee are as follows:
a) Formulating and recommending to the Board the CSR Policy and activities to be
undertaken by the
Company in compliance with provisions of the Companies Act, 2013 and the rules there
under;
b) Recommending the amount of expenditure to be incurred on CSR activities of the Company;
c) Overseeing the implementation of CSR activities and projects;
d) Evaluating performance of the Company in the area of CSR;
e) Monitoring implementation of CSR policy of the Company from time to time;
f) Carry out any other function as directed by the Board and/or mandated by any
statutory authority
through any notification, amendment or modification from time to time.
The CSR Committee met two times during the Financial Year 2024-25.
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 are set out in Annexure-G of
this report in the
format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.
37. REGISTRAR & SHARE TRANSFER AGENTS:
The Company has appointed Cameo Corporate Services Limited as its Registrar & Share
Transfer Agent, whose
content details are as follows:-
CAMEO CORPORATE SERVICES LIMITED
Subramanian Building,
No.1, Club House Road,
Chennai - 600 002
Email-Id- investor@cameoindia.com
Mobile- +91- 98922 35816
38. CORPORATE GOVERNANCE
The Corporate Governance requirements as stipulated under the of SEBI (LODR)
Regulations, 2015 is not
applicable to the company; however, the Company adheres to good corporate practices at all
times.
39. CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING
The Board of Directors has adopted the Insider Trading Policy in accordance with the
requirement of the
Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations,
2015. The Insider Trading
Policy of the Company lays down guidelines and procedures to be followed and disclosures
to be made while
dealing with shares of the Company as well as consequences of violation. The Policy has
been formulated to
regulate, monitor and ensure reporting of deals by employees and to maintain the highest
ethical standards of
dealing in Companys shares.
The Insider Trading Policy of the Company covering the code of practices and procedures
for fair disclosures of
unpublished price sensitive information and code of conduct for the prevention of Insider
Trading is in place
40. CODE OF CONDUCT OF BOARD OF DIRECTORS & SENIOR MANAGEMENT
Certain code of conduct is required from the senior management including the Board of
Directors of the
Company; they have to be abiding by the rules and laws applicable on the company for the
good governance and
business ethics. It describes their responsibility and accountability towards the company.
Policy of the company
relating to this is available for the access at the website shinefashions.in
41. DETERMINATION OF MATERIALITY OF INFORMATION & EVENTS
The Listed Entity is always required to be committed to being open and transparent with
all stakeholders and in
disseminating information in a fair and timely manner. Investors of the entity also expect
timely and accurate
information from the company as its supports and foster confidence in the quality and
integrity of information
released by the Company. So under this policy, the management of the company determines
the material events
of the company and disclose them for their investors.
Under this policy company may decide all those events and information which is material
and important and
iscompulsory to be disclosed for the investors about the company, policy related to this
is available at the
website shinefashions.in
42. CFO CERTIFICATION:
As part of our commitment to financial integrity and transparency, the Chief Financial
Officer (CFO) certifies that
the financial statements presented in this report fairly represent the financial position,
results of operations, and
cash flows of the company in accordance with applicable accounting standards and
regulatory requirements.
Further, the CFO affirms that the company maintains adequate internal control systems to
safeguard assets,
ensure the accuracy of financial reporting, and comply with applicable laws and
regulations.The CFO confirms
that the company has complied with all relevant legal and regulatory requirements
governing financial reporting,
including disclosure obligations and transparency standards.The CFO certifies that the
information provided in
this report, including financial data and disclosures, is accurate and complete to the
best of their knowledge and
belief.
The certification provided by the Chief Financial Officer underscores our commitment to
upholding the highest
standards of financial governance and transparency. Stakeholders can rely on the integrity
and accuracy of the
financial information presented in this report.
Additionally, CFO certification adds credibility to the financial information presented
in the board report and
reassures stakeholders about the accuracy and reliability of the companys financial
reporting. The CFO
certification is attachedasAnnexure H for stakeholders reference.
43. PRESERVATION OF DOCUMENTS
The Corporate records need to be kept at the places and manner defined under the Act.
The Company
accordingly has policy in this regard.
44. Statement regarding opinion of the Board with regard to integrity, expertise and
experience (including
the proficiency) of the independent directors appointed during the year
During FY 2024-25, the Company did not appoint or reHappoint any Independent Directors.
Nonetheless, the
existing Independent Directors have continued to uphold the highest standards of personal
integrity and ethical
conduct. They collectively possess a strong blend of qualifications, domainHspecific
expertise, and substantial
corporate experience.
In the opinion of the Board, they have demonstrated the highest standards of personal
integrity and ethical
conduct. They bring a robust combination of qualifications, professional expertise, and
domainHspecific
experience, fully meeting the proficiency requirements under Section 150(1) of the
Companies Act, 2013. The
Board is confident that their skills and independent perspective will significantly
enhance the Boards oversight,
strategic guidance, and governance quality.
45. COMPANYS POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS
The Company has in place a Nomination and Remuneration Policy with respect to
appointment and
remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The
appointment/re-
appointment of Directors on the Board is subject to the recommendation of the Nomination
and Remuneration
Committee (NRC). Based on the recommendation of the NRC, the remuneration of Executive
Director is proposed
in accordance with the provisions of the Act which comprises of basic salary, perquisites,
allowances and
commission for approval of the members. Further, based on the recommendation of the Board
the remuneration
of Non-Executive Directors comprising of sitting fees and commission in accordance with
the provisions of Act is
proposed for the approval of the members.
The Nomination and Remuneration Policy including criteria for determining
qualifications, positive attributes,
independence of a Director and other matters provided u/s 178(3) of the Act is available
on Companys website
and accessible through weblinkshinefashions.in
46. ARCHIVAL POLICY
This policy deals with the retention and archival of the corporate record, these
records are prepared by the
employees of the company under this policy any material information relating to the
company shall be hosted on
the website of the company for the investors and public and remain there for period of
five year.Policy related to
this is available at the website shinefashions.in
47. Details of Application/ Proceeding under the Insolvency and Bankruptcy Code, 2016
During the Year FY 2024-25, the company has neither made any application nor initiated
any proceedings under
the Insolvency and Bankruptcy Code, 2016.
48. Details of difference between amount of the valuation done at the time of one time
settlement and the
valuation done while taking loan from the Banks or Financial Institutions along with the
reasons thereof
Not Applicable, as there are no details of difference between amount of the valuation
done at the time of one time
settlement and the valuation done while taking loan from the Banks or Financial
Institutions along with the
reasons thereof.
49. ACKNOWLEDGEMENT:
Your Company and its Directors take this opportunity to record their appreciation of
the assistance and support
extended by all the Government Departments, Banks, Financial Institutions, Consultants and
Shareholders of the
company. The Directors also express their sincere appreciation for the dedicated efforts
put in by all the
employees & workers and for their continued contribution for the improved performance
of your company
during the year.
For and on behalf of the Board |
FOR SHINE FASHIONS (INDIA) LIMITED |
SD/- |
SD/- |
ANISH ANIL MEHTA |
PURVI ANIL SANGHVI |
(MANAGING DIRECTOR) |
(WHOLE TIME DIRECTOR) |
DIN-08560153 |
DIN-08560154 |
PLACE: MUMBAI |
DATE: 06.06.2025 |
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