The Members,
Your Directors have pleasure in presenting their Thirty Third Annual
Report of the Company for the year ended on 31st March, 2023.
FINANCIAL RESULTS :
|
Year Ended 31st March, 2023 |
Year Ended 31st March, 2022 |
|
Rs..in 000s |
Rs..in 000s |
| Gross Income from Operations |
3,09,280 |
2,43,511 |
| Profit/(Loss) before Depreciation and Tax |
16,944 |
(1,577) |
| Profit/(Loss)after Tax |
5,838 |
(7,673) |
| Balance brought forward from Previous year |
91,483 |
98,572 |
| Total Comprehensive Income/(Loss) for the year |
5,689 |
(7,089) |
| Surplus carried to Balance Sheet |
97,172 |
91,483 |
OPERATIONS :
During the year under review the Company made overall improvement in
performance, posting a higher gross income as well as Profit before taxes in the era of
depressed markets and increasing costs. Revenue from operations increased to Rs.3080.31
lakhs as against Rs.2432.10 lakhs - a growth of 27% and the company posted a Profit before
tax of Rs.82.57 lakhs as against Loss of Rs.95.90 lakhs in the previous year. The company
continues to focus on the domestic market and is trying to create and nurture niche
clientele in the sector which it operates.
SUBSIDIARIES AND ASSOCIATES :
Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5
of the Companies (Accounts) Rules, 2014, the statement containing salient features of the
financial statements of the Companys Subsidiaries and Associate (in Form AOC-1) is
forming part of this Report.
CONSOLIDATED FINANCIAL STATEMENTS :
In accordance with the Accounting Standard (AS 21) on consolidated
Financial Statements read with Accounting Standard (AS 23) on Accounting for Investment in
Subsidiaries, the Audited Consolidated Financial Statements are provided in the Annual
Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information pertaining to conservation of energy, technology
absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the
Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed herewith as
"Annexure A".
RELATED PARTY TRANSACTIONS
All transactions with the Related Parties are placed before the Audit
Committee for its approval. All related party transactions that were entered into during
the financial year under review were on arms length basis and were in the ordinary course
of business and in accordance with the provisions of the Act and Rules made thereunder,
the Listing Regulations and companys policy on Related Party transactions.
During the year under review there are no materially significant
related party transactions made by the company with Promoters, Directors, Key Managerial
Personnel or other designated persons or parties which may have a potential conflict with
the interest of the Company at large. Accordingly, no disclosure is made in respect of
related party transaction in Form AOC-2 in terms of section 134 of the Act and Rules
framed thereunder.
The related party transactions are disclosed under Note No. 35 of the
Notes to Financial Statements for the financial year 2022-23.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the Note No.3 of the
Notes to the Financial Statements.
INSURANCE :
All the assets of the Company are adequately insured.
DIRECTORS AND KEY MANAGERIAL PERSONNEL :
The tenure of Mr. K.Gopi Nair as an Independent Director shall come to
an end on 22nd September 2023. He is eligible for reappointment and offers
himself for re-appointment as Director liable to retire by rotation.
Key Managerial Personnel
Mr. Milan Khakhar, Chairman and Managing Director, Mr. Prakash Khakhar,
Joint Managing Director, Mr. Manoj Dewani, Chief Financial Officer and Mr. Hardik Valia,
Company Secretary of the Company are Key Managerial Personnel of the Company. There was no
change in the Key Managerial Personnel during the year.
BOARD EVALUATION :
Pursuant to the provisions of the Companies Act, 2013, the Board has
carried out an annual performance evaluation of its own performance and that of its
statutory committees viz. Audit Committee, Stakeholder Relationship Committee, Nomination
and Remuneration Committee and that of the individual directors. The results of evaluation
are satisfactory and adequate and meet the requirements of the company.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION :
(including criteria for determining qualification, positive attributes,
independence of a Director, policy relating to remuneration for Directors, Key Managerial
Personnel and other employees)
Policy on Directors Appointment
Policy on Directors appointment is to follow the criteria as laid down
under the Companies Act, 2013 and the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015. Emphasis is given to persons
from diverse fields or professions.
Policy on Remuneration
Guiding Policy on remuneration of Directors, Key Managerial Personnel
and employees of the Company is that -
• Remuneration to workmen is as per the prevailing structure,
qualification, experience and skills.
• Remuneration to Key Managerial Personnel, Senior Executives,
Managers, Staff and Workmen (non Unionised) is industry driven in which it is operating
taking into account the performance leverage and such factors so as to attract and retain
quality talent.
• For Directors, it is based on the shareholders resolutions,
provisions of the Companies Act, 2013 and Rules framed therein, circulars and guidelines
issued by Central Government and other authorities from time to time.
DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS
Pursuant to Section 149(7) of the Companies Act, 2013, Independent
Directors of the Company have made declarations confirming the compliance of the
conditions of the independence stipulated in Section 149(6) of the Act.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of
Directors, to the best of their knowledge and ability, confirm that:
a) in the preparation of the Annual Accounts, the applicable accounting
standards have been followed and there are no material departures;
b) the Directors have selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit of the Company for that period;
c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
d) the Directors have prepared the Annual Accounts on a going concern
basis.
e) the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and are
operating effectively.
f) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are adequate and operating
effectively.
Based on the framework of internal financial controls and compliance
systems established and maintained by the Company, work performed by the internal,
statutory, and secretarial auditors and the reviews performed by Management and the
relevant Board Committees, including the Audit Committee, the Board is of the opinion that
the Companys internal financial controls were adequate and effective during the financial
year 2022-23.
DETAILS OF COMMITTEES OF DIRECTORS
Composition of Audit Committee of Directors, Nomination and
Remuneration Committee of Directors, Stakeholders Relationship/ Grievance Committee of
Directors, number of meetings held of each Committee of Directors during the financial
year 2022-23 and meetings attended by each member of the Committee as required under the
Companies Act, 2013, are provided in Corporate Governance Report and forming part of the
report. The recommendations of the Audit Committee, as and when made to the Board, have
been accepted by it.
CORPORATE GOVERNANCE :
Your Company reaffirms its commitment to Corporate Governance and is
fully compliant with the conditions of Corporate Governance stipulated in Clause C of
Schedule V on Annual Report pursuant to Regulation 34(3) of Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
A separate section of disclosure on Corporate Governance is annexed
hereto and forms part of the Report.
ANALYSIS OF REMUNERATION
The Information as per Section 197(12) of the Companies Act, 2013 read
with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, forms part of this Report as "Annexure D".
AUDITORS AND AUDITORS REPORT:
Statutory Auditors
At the AGM of the Company held on September 29, 2020 pursuant to the
provisions of the Act and the Rules made thereunder, M/s. Merchant & Co. Chartered
Accountants (Firm Registration No.145290W, were appointed as Statutory Auditors of the
company from the conclusion of the 30th AGM held on September 29, 2020 till the
conclusion of the 35th AGM to be held in the year 2025.
The Audit Report of the Statutory Auditors on the financial Statements
of the Company for FY 2022-23 forms part of the Annual Report.
During the year under review, the Audit Report does not contain any
qualification, reservations, adverse remarks or disclaimer and no frauds were reported by
the Auditors of the company under Section 143(12) of the Companies Act, 2013.
Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013,
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company had appointed M/s. Jinang Shah & Associates, Company Secretaries to undertake
the Secretarial Audit of the Company. The Report of the Secretarial Auditor is annexed
herewith as "Annexure E ".
INTERNAL FINANCIAL CONTROLS
The Company is having in place internal financial controls system. The
internal financial controls with reference to financial statements were adequate and
operating effectively.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has established a vigil / whistle blower mechanism which
provides a channel to any employer / director to report to the Management concerns about
unethical behavior, actual or suspected fraud or violation of code of conduct or policy.
The mechanism provides for adequate safeguards against victimisation of the whistle blower
and also provides for direct access to the Chairman & Managing Director /Chairperson
of the Audit Committee in exceptional cases.
AUDITORS QUALIFICATIONS
The remarks, if any, either by the Statutory Auditors or by the
Practising Company Secretary in their respective reports are self explanatory. There are
no qualifications or adverse remarks in the aforesaid reports.
RISK MANAGEMENT POLICY
The Company has formulated a Risk Assessment & Management Policy.
The details of the Risk Management are covered in the Corporate Governance Report.
MEETINGS OF THE BOARD
Nine meetings of the Board of Directors were held during the year. For
further details please refer to the report on corporate governance in this annual report.
PARTICULARS OF EMPLOYEES
Information pursuant to the provisions of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of
employees is not provided as there are no employees drawing remuneration above the
prescribed limits.
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies
Act, 2013 the Annual Return as on 31 March, 2023 will be available on the companys
website www.solid-stone.com
GENERAL
No disclosure or reporting is required of the following items as there
were no transactions on these items during the year under review.
(i) Issue of equity shares with differential rights as to dividend,
voting or otherwise
(ii) Issue of shares (including sweat equity shares) to employees of
the Company under any scheme.
(iii) No significant or material order were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Companys operations in
future.
There were no cases filed pursuant to the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal Act, 2013) during the year under review.
APPRECIATION :
Your Directors wish to place on record their sincere appreciation for
their continued support and co-operation received from the Banks, Customers, Suppliers,
Employees at all levels and Shareholders of the Company.
|
By Order of the Board of Directors |
|
Milan B. Khakhar |
|
Chairman & Managing Director |
| Place : Mumbai |
(DIN : 00394065) |
| Date : 4th May, 2023 |
|
+91-9892691696
