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Sonalis Consumer Products Ltd Directors Report

59
(-1.67%)
Oct 17, 2025|12:00:00 AM

Sonalis Consumer Products Ltd Share Price directors Report

Dear Members,

The Directors of your Company have pleasure in presenting their 03rd Annual Report of the business and operations of the Company along with the Audited Financial Statements for the financial year ended 31st March, 2025.

FINANCIAL RESULTS

The financial performance of your Company for the financial year ended on 31st March, 2025 is as under: (Rs. In Lacs)

Particulars 2024-2025 2023-2024

Revenue from Operations

10,669.84 408.12

Other Income

1.48 2.75
Total Revenue 10,671.32 410.87

Purchase of Stock in trade

10,787.97 453.85

Change in Inventories

(681.31) (108.15)

Employee Benefit Expense

38.81 19.85

Finance Costs

1.01 0.47

Depreciation and Amortization Expenses

2.02 2.29

Other Expenses

165.55 40.00
Total Expenditures 10314.04 408.31

Profit/loss Before Tax

357.27 2.56
Tax Expenses:

Current Tax

92.89 0.55

Deferred Tax

(0.79) (0.12)
Profit After Tax 265.18 2.13
Earnings per Share:

Basic

13.27 0.01

Diluted

13.27 0.01

FINANCIAL ANALYSIS AND REVIEW OF OPERATIONS

During the year under review the Company has generated revenue from its operation of Rs.10,669.84 Lacs as compare to previous years revenue of Rs.408.12 Lacs. The Company has booked profit before depreciation, interest and tax of Rs.360.3 Lacs as against Rs.5.32 Lacs in the previous year. The Net profit for the current year is Rs. 265.18 Lacs as compared to profit of Rs. 2.13 Lacs in the previous year.

KEY PERFORMANCE INDICATORS

Sr. No. Particulars

(INR) in Lacs

1. Revenue From Operation

10,669.84

2. EBITDA

265.18

3. PAT

265.18

4. NET WORTH

831.26

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of Companies Act, 2013, the web address of the Annual Return of the Company is www.sonalisconsumer.com.

CHANGE IN NATURE OF BUSINESS, IF ANY

During the year company has started new business activity of warehousing, warehousemen, custodians, storage rooms, godowns, cold storage after approval of members in Annual General Meeting held on September 27, 2024.

DIVIDEND

With a view to plough back of profits and using Net Profit for liquidity purpose and day-to day operational activities, your Board of Directors does not recommend any dividend for the F.Y. 2024-2025.

TRANSFER TO RESERVES

The Board of Directors of your company transfer Rs.265.18 Lacs to the Reserve for the financial year.

CAPITAL STRUCTURE

Authorized Capital:

The authorized share capital of the company is Rs.135,000,000 (Rupees Thirteen Crore Fifty Lacs Only) divided into 13,500,000 (One Crore Thirty-Five Lacs) Equity Shares of Rs. 10/- each.

The authorized share capital of the company was increased from Rs.20,000,000 (Rupees Two Crore Only) divided into 2,000,000 (Twenty Lacs) Equity Shares of Rs.10/- each to Rs.135,000,000 (Rupees Thirteen Crore Fifty Lacs Only) divided into 13,500,000 (One Crore Thirty-Five Lacs) Equity Shares of Rs.10/- each by creating additional 11,500,000 (One Crore Fifteen Lacs) Equity Shares of Rs.10/- each by way passing resolution in Annual General Meeting held on 27th September, 2024.

Issued, Subscribed and Paid-Up Share Capital

The issued, subscribed and paid-up share capital of the company is Rs.19,990,000/- (Rupees One Crore Ninety-Nine Lakhs Ninety Thousand) divided into 1,999,000 (Nineteen Lakhs Ninety-Nine Thousand) Equity Shares of Rs.10/- each. During the year, the Company has increased its issued, subscribed and paid-up capital from Rs.19,990,000/- (Rupees One Crore Ninety-Nine Lakhs Ninety Thousand) divided into 1,999,000 (Nineteen Lakhs Ninety-Nine Thousand) Equity Shares of Rs.10/- each to Rs.47,490,000 (Rupees Four Crore Seventy-Four Lacs Ninety Thousand Only) divided into 4,749,000 (Forty-Seven Lacs Forty-Nine Thousand) Equity Shares of Rs.10/- by addition of 2,750,000 (Twenty-Seven Lacs Fifty Thousand) Equity Share of Rs. 10/- each through Right Issue allotment dated May 07, 2025.

ALTERATION/CHANGE IN MOA

The company has adopted new set of Memorandum of Associations and Articles of Associations as per Companies Act, 2013 vide Special Resolution passed by the shareholder at the Annual General Meeting held on 27th September, 2024.

SIGNIFICANT AND MATERIAL ORDERS

During the year company has amended in object clause of the Memorandum of Association by addition of the sub clause (2) and (3) after sub clause (1) of Clause III (A) of the Memorandum of Association vide special resolution passed at Annual General Meeting held on September 27, 2024. The company has received approval from Ministry of Corporate Affairs for amendment in object clause of the Memorandum of Association on October 17, 2024.

During the year, the company has received letter from BSE Limited for further listing of 27,50,000 [Twenty-Seven Lacs Fifty Thousand] Equity Shares of Rs. 10/- each w.e.f. May 19, 2025.

Except above, there are no significant and material orders passed by the regulators or courts or tribunals except herein above mentioned.

CHANGE IN REGISTERED OFFICE

During the year, there is no change in the place of Registered office of the company.

BOARD STRUCTURE:

S r . N o . Name of Director

Designation Date of Appointment Date of Change in Designation Date of Cessation

1 Ms. Sonali Nilesh Kocharekar

Managing Director 15/03/2022 20/08/2022 NA

2 Ms. Smita Shashikant Shah

Whole Time Director 22/10/2022 22/10/2022 NA

3 Mr. Sundeep Paul Menezes

Non Executive Independent Director 20/08/2022 NA NA

4 Ms. Ekta Anuj Chugani

Non Executive Independent Director 20/08/2022 NA NA

5 * Mr. Prakash Jhangiani

Non-Executive Director 15/03/2022 NA 20/05/2024

6 * Mr. Sanjay Rajkumar Dua

Executive Professional Director 20/05/2024 27/09/2024 NA

7 *Mr. Devendrakumar Keshvlal Viradiya

Additional Non – Executive Director 31/10/2024 NA NA

8 Mr. Shivang Shashikant Shah

Chief Financial Officer 03/09/2022 NA NA

9 Ms. Sweta Agarwal

Company Secretary 18/11/2024 NA NA

* During the year, Mr. Prakash Jhangiani has resigned from the company as a director w.e.f. May 20, 2024.

* During the year, Mr. Sanjay Rajkumar Dua was appointed as an Additional Executive Professional Director by Board of Directors in its meeting held on May 20, 2024.

* During the year, the designation of Mr. Sanjay Rajkumar Dua was changed from as an Additional Executive Professional Director to Executive Professional Director in Annual General Meeting held on September 27, 2024.

* Mr. Devendrakumar Keshvlal Viradiya was appointed as Additional Non-Executive Director of the Company w.e.f. October 31, 2024 who hold office as such up to the date of this annual general meeting. Necessary resolutions relating to his appointment as a Non-Executive Director for is included in the Notice of Annual General Meeting. The relevant details are given in the Notes/Annexures to the Notice of the Annual General Meeting.

*Ms. Sweta Agarwal was appointed as Company Secretary with effect from November 18, 2024.

DISCLOSURE BY DIRECTORS:

The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP-1, intimation under Section 164(2) i.e. in Form DIR-8 and declaration as to compliance with the Code of Conduct of the Company.

None of the Director of the Company is serving as a Whole-Time Director in any other Listed Company and the number of their directorship is within the limits laid down under section 165 of the Companies Act, 2013.

DECLARATION BY INDEPENDENT DIRECTOR:

In terms of Section 149 of the Companies Act, 2013 and rules made thereunder, the Company has Two Non-Executive Independent Directors in line with the act. The Company has received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Act. All the Independent Directors of the Company have registered themselves in the Independent Director Data Bank. Further, In the opinion of the Board, all our Independent Directors possess requisite qualifications, experience, expertise including the Proficiency and hold high standards of integrity for the purpose of Rule 8(5) (iiia) of the Companies (Accounts) Rules, 2014.

Mr. Sundeep Paul Menezes (DIN: 09706081) was appointed as a Non-Executive & Independent Director for 5 Years w.e.f. August 20, 2022.

Ms. Ekta Anuj Chugani (DIN: 09708289) was appointed as a Non-Executive & Independent Director for 5 Years w.e.f. August 20, 2022.

FORMAL ANNUAL EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, its committees and individual Directors pursuant to the requirements of the Act and the Listing Regulations.

Further, the Independent Directors, at their exclusive meeting held on March 24, 2024 during the year reviewed the performance of the Board, its Chairman and Non-Executive Directors and other items as stipulated under the Companies Act, 2013 and Listing Regulations.

FORMAL UPDATION PROGRAMS FOR INDEPENDENT DIRECTORS:

The Company conduct familiarization and updation programs for independent directors on need basis. Conducted by knowledgeable persons from time to time.

LIABLE TO RETIRE BY ROTATION:

In accordance with the provisions of the Articles of Association of the Company, Smita Shashikant Shah (DIN: 09536462), Director of the Company, retires by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible, offers herself for reappointment. The Board recommended his reappointment for the consideration of the members of the Company at the ensuing Annual General Meeting.

Appropriate business for her re-appointment is being placed for the approval of the shareholders of the Company at the ensuing AGM. The relevant details, as required under Secretarial Standard, of the person seeking re-appointment as Director are also provided in Notes to the Notice convening the 03rd Annual General meeting.

REGULARIZATION OF APPOINTMENT OF AN ADDITIONAL NON-EXECUTIVE DIRECTOR OF THE COMPANY

Mr. Devendrakumar Keshvlal Viradiya [DIN: 10825880], who were appointed as an Additional Non – Executive Director of the company w.e.f. October 31, 2024, Board and on recommendation of Nomination and Remuneration Committee he is re-appointed as Non-Executive Director of the Company is included in the Notice of this Annual General Meeting for seeking approval of the Members. A brief resume and particulars relating to him is given separately as an annexure to the AGM Notice.

KEY MANAGERIAL PERSONNEL:

In compliance with provisions of Section 203 of the Companies Act, 2013, following are the KMPs of the Company as on 31st March, 2025:

Sr. No. Name

Designation

1 Ms. Sonali Nilesh Kocharekar

Managing Director

2 Ms. Smita Shashikant Shah

Whole Time Director

3 Mr. Shivang Shashikant Shah

Chief Financial Officer

4 *Ms. Sweta Agarwal

Company Secretary

* Ms. Sweta Agarwal was appointed as Company Secretary with effect from November 18, 2024.

NUMBER OF BOARD MEETINGS:

During the year under review, the Board met 12 (Twelve) times and the intervening gap between any two meetings was within the period prescribed under the Companies Act, 2013 on following dates;

Sr No. Date of Board Meeting Sr No. Date of Board Meeting

1 20-05-2024

7 24-10-2024

2 30-05-2024

8 31-10-2024

3 14-06-2024

9 18-11-2024

5 29-07-2024

10 12-12-2024

4 17-09-2024

11 18-03-2024

6 21-10-2024

12 24-03-2025

Attendance of Director are as follows:

Sr. No. Name of Director

Designation

No. of Meetings entitled to attend No. of Attended Meeting

1 Ms. Sonali Nilesh Kocharekar

Managing Director

12 12

2 Ms. Smita Shashikant Shah

Whole Time Director

12 12

3 Mr. Sundeep Paul Menezes

Additional Non- Executive Independent Director

08 08

4 Ms. Ekta Anuj Chugani

Additional Non- Executive Independent Director

08 08

5 Mr. Sanjay Rajkumar Dua

Professional Director

09 09

6 Mr. Devendrakumar Keshvlal Viradiya

Additional Non- Executive Director

04 04

7 Mr. Shivang Shashikant Shah

Chief Financial Officer

12 12

8 Ms. Sweta Agarwal

Company Secretary & Compliance Officer

02 02

During the year, the Company has appointed Mr. Devendra Kumar Keshvlal Viradiya as Additional Non- Executive Director of the Company w.e.f. October 31, 2024. During the year, the Company has appointed Ms. Sweta Agarwal as Company Secretary & Compliance Officer of the Company w.e.f. November 18, 2024.

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: In preparation of annual accounts for the year ended March 31, 2025, the applicable accounting standards have been followed and that no material departures have been made from the same; The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that year; The Directors had 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; The Directors had prepared the annual accounts for the year ended March 31, 2025 on going concern basis. The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

COMMITTEES OF BOARD

The Board of Director has re-constituted following Committees vide Board Resolution passed on 20th May, 2024:

Audit Committee

Nomination & Remuneration Committee Stakeholder Relationship Committee

Audit Committee

An audit committee is a group of board members within a company that oversees the financial reporting, risk management, and internal controls of the organization. They ensure the accuracy and reliability of financial statements and that the company complies with relevant laws and regulations. Composition of the Audit Committee as follows: Our Company has formed the Audit Committee as per the applicable provisions of the Section 177 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended) and also to comply with Regulation 18 of SEBI Listing Regulations (applicable upon listing of Companys Equity Shares). The composition of the Audit Committee and details of meetings attended by the members of the Audit Committee are given below:

Sr No. Name of Persons

Designation in Company Designation In Committees

1 Sundeep Paul Menezes

Non-Executive & Independent Director Chairman

2 Ekta Anuj Chugani

Non-Executive & Independent Director Member

3 Ms. Sonali Nilesh Kochrekar

Managing Director Member

During the year Audit Committee met 5 (Four) times:

Sr. No. Date of Audit Committee Meetings

Sr. No. Date of Meetings Audit Committee
01 30-05-2024 04 18-11-2024
02 29-07-2024 05 24-03-2025
03 31-10-2024

Nomination and Remuneration Committee:

A Nomination and Remuneration Committee (NRC) is a board-level committee responsible for developing and recommending policies related to director and executive compensation, as well as identifying and evaluating potential board members and senior management. It plays a crucial role in corporate governance by ensuring fair and transparent compensation practices and helping to build a strong leadership team. Composition of the Nomination and Remuneration Committee:

Sr No. Name of Persons

Designation in Company Designation In Committees

1 Sundeep Paul Menezes

Non-Executive & Independent Director Chairman

2 Ekta Anuj Chugani

Non-Executive & Independent Director Member

3 Ms. Sonali Nilesh Kochrekar

Managing Director Member

During the year Nomination and Remuneration Committee met 4 (Four) times:

Sr. No. Date of Nomination and Remuneration Committee Meetings

Sr. No. Date of Remuneration Meetings Nomination and Committee
01 20-05-2024 04 18-11-2024
02 29-07-2024
03 31-10-2024

Stakeholders Relationship Committee:

A Stakeholders Relationship Committee (SRC) is a committee formed by a companys Board of Directors to manage and improve relationships with stakeholders, particularly shareholders and other security holders. Its main objective is to address and resolve their grievances. It is a mandatory committee for companies with a significant number of security holders. Composition of the Stakeholders Relationship Committee:

Sr No. Name of Persons

Designation in Company Designation In Committees

1 Sundeep Paul Menezes

Non-Executive & Independent Director Chairman

2 Ekta Anuj Chugani

Non-Executive & Independent Director Member

3 Ms. Sonali Nilesh Kochrekar

Managing Director Member

During the year Stakeholders Relationship Committee met 01 (One) times:

Sr. No. Date of Stakeholders

Sr. No. Date of Stakeholders Committee Meetings Relationship
Relationship
Committee Meetings
01 29-07-2024

VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) of the Companies Act,2013, the Company has established a "Vigil Mechanism" incorporating whistle blower policy in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for employees and Directors of the Company, for expressing the genuine concerns of unethical behavior, actual or suspected fraud or violation of the codes of conduct by way of direct access to the Chairman/ Chairman of the Audit Committee. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Policy on Vigil Mechanism and whistle blower policy as approved by the Board may be accessed on the Companys website at the link www.sonalisconsumer.com.

POLICIES

Familiarization Program for Independent Directors Nomination and Remuneration Policy Vigil Mechanism Whistle Blower Policy Code of Conduct for Directors and Senior Management Code of Practice & Procedure for UPSI Prohibition of Insider Trading Policy Internal Financial Control Policy Criteria or Policy for making payment to NED

Policy on Materiality of Related Party Transactions Policy for Preservation & Archival of Documents

Terms & Conditions for Appointment of Independent Director Policy on Identification of Group Companies, Material Creditors

CORPORATE SOCIAL RESPONSIBILITY

The Companys vision on CSR is that the Company being a responsible Corporate Citizen would continue to make a serious endeavor for a quality value addition and constructive contribution in building a healthy and better society through its CSR related initiatives and focus on education, environment, health care and other social causes.

The Company is not required to constitute Corporate Social Responsibility Committee as it does not fall within the purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on Corporate Social Responsibility.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed. A report on the Internal Financial Controls under clause (i) of sub-section 3 of section 143 of the Companies Act, 2013 as given by the Statutory Auditors of the Company forms part of Independent Auditors Report on Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All the Related Party Transactions entered into during the financial year were on an Arms Length basis and in the Ordinary Course of Business. The disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2 is attached as Annexure- I forms part of this Report.

The details of the related party transactions for the financial year 2024-25 is given in notes of the financial statements which is part of Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SERCTION 186 OF THE COMPANIES ACT, 2013

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the financial statement (Please refer to Note No. 12 to the financial statement).

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Energy conservation continues to be an area of major emphasis in our Company. Efforts are made to optimize the energy cost while carrying out the manufacturing operations. Particulars with respect to conservation of energy and other areas as per Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, are annexed hereto and form part of this report as "Annexure II".

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section as a "Annexure III" forming part of this Annual Report.

HUMAN RESOURCES /INDUSTRIAL RELATIONS:

Human resource is considered as the most valuable of all resources available to the Company. The Company continues to lay emphasis on building and sustaining an excellent organization climate based on human performance. The Management has been continuously endeavoring to build high performance culture on one hand and amiable work environment on the other hand.

The remuneration paid to the Directors is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations (including any statutory modification(s) or reenactment(s) for the time being in force).

MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

After the closure of financial year, the company has allotted 27,50,000 Equity Shares of Rs. 10/- each issuing by way of Right Issue in Board Meeting held on May 07, 2025.

During the year, the company has received letter from BSE Limited for further listing of 27,50,000 [Twenty-Seven Lacs Fifty Thousand] Equity Shares of Rs.10/- each w.e.f. May 19, 2025.

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate on the date of this report except herein mentioned above.

AUDITORS & AUDITORS REPORT

Statutory Auditor

M/s. SSRV & Associates, Chartered Accountants, was appointed as a Statutory Auditors for the Financial Year 2024-2025, till the conclusion of this 03rd Annual General Meeting.

The Board of Directors of the Company ("the Board‘), on the recommendation of the Audit Committee ("the Committee‘), recommended to the Members for reappointment of M/s. SSRV & Associates, Chartered Accountants, as a Statutory Auditors of the Company for the year 2025-2026 to 2029-2030, for a term of five consecutive years and to hold office till the conclusion of 08th AGM.

M/s. SSRV & Associates, Chartered Accountants have given their consent to act as the Auditors of the Company and have confirmed that the said appointment, if made, will be in accordance with the conditions prescribed under Sections 139 and 141 of the Act.

The Statutory Auditor has confirmed their eligibility and submitted the certificate that they are not disqualified to hold the office of the Statutory Auditor.

Further, the Statutory Auditor of the Company have submitted Auditors Report on the accounts of the Company for the accounting year ended March 31, 2025.

This Auditors Report is self-explanatory and no comments requires.

Explanation or Comments or Qualification or Reservation or Adverse Remark or Disclaimers Made by Statutory Auditor

There is no qualification, reservation or adverse remarks made by Statutory Auditor.

Secretarial Auditor

As pursuant to provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013 (‘the Act), read with Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 [including any statutory modification(s) or re-enactment(s) thereof, for the time being in force], after recommendation of Nomination and Remuneration Committee and Audit Committee of the company, the Company recommend to members to appoint M/s K.P. Ghelani & Associates, Company Secretaries (Mem No. A33400) for the year 2025-2026 to 2029-2030, for a term of five consecutive years. M/s. K.P. Ghelani & Associates, Company Secretaries in Practice, has appointed as a Secretarial Auditors of the Company by the Board of Directors in the Meeting to conduct the Secretarial Audit of the Company for records for the year 2025-2026 to 2029-2030, for a term of five consecutive years.

M/s. K.P. Ghelani & Associates, Company Secretaries in Practice, was appointed as a Secretarial Auditors of the Company for the Financial Year 2024-2025 and have submitted their Report in Form No. MR-3 as required under Section 204 of the Companies Act, 2013 and rules made thereunder is attached herewith as Annexure IV. This Secretarial Auditors Report is self-explanatory and no further comments requires.

Cost Records and Audit

Maintenance of Cost Records and Cost Audit as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not applicable to the Company. The Company has not appointed a Cost Auditor to conduct the Cost Audit of the records for the Financial Year 2024-2025 as the provisions of Section 148 of the Companies Act, 2013 is not applicable to the Company.

Internal Auditor

The Board of our Company at its meeting held on September 02,2025 has approved appointment of Ms. Nilima Bane, as Internal Auditor of the Company for year 2025-2026, pursuant to recommendation of the Audit Committee, at remuneration, plus applicable taxes and reimbursement of actual out of pocket expenses incurred by them during the course of audit.

DETAILS IN RESPECT OF FRAUD REPORTED BY STATUTORY AUDITOR UNDER SECTION 143(12) OTHER THAN THOSE REPORTED TO CENTRAL GOVERNMENT

During period of review, there has been no frauds reported by the Statutory Auditor of the Company.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

In order to prevent sexual harassment of women at workplace, a legislation – The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 was notified on December 09, 2013. Under the said Act, every Company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at workplace of any woman employee.

Your Company has adopted a policy for prevention of Sexual Harassment of Women at Workplace and constituted an Internal Complaints Committee (ICC).

During the financial year, the Company has not received a single complaint on sexual harassment.

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:

Details relating to deposits covered under Chapter V of the Act.

Issue of equity shares with differential rights as to dividend, voting or otherwise. There is no Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016. There has been no instance of any revision in the Boards Report or the financial statement under Section 131(1) of the Act.

DETAILS OF HOLDING/SUBSIDIARIES/ASSOCIATES COMPANY

The clause is not applicable as there is no associate/subsidiary or Joint Venture Company is there with the company.

CORPORATE GOVERNANCE

Pursuant to Regulation 15(2)(a) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the corporate governance provisions shall not apply to the listed entity which has listed its specified securities on the SME Exchange. As the Equity Shares of the Company are listed on SME Platform of BSE Limited, provisions regarding Corporate Governance not applicable to our Company.

COMPLIANCE WITH APPLICABLE SECRETARIAL STANDARDS

Your company have complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and approved by Central Government from time to time.

RISK & MITIGATING STEPS

The Board has adopted a risk management policy where various risks faced by the Company have been identified and a framework for risk mitigation has been laid down. Even though not mandated, the Company has constituted a Risk Management Committee to monitor, review and control risks. The risks and its mitigating factors are discussed in the Board.

ACKNOWLEDGEMENT:

Your Directors are pleased to place on record their sincere gratitude to the Government, Financial Institutions, Bankers, Business Constituents and Shareholders for their continued and valuable co-operation and support to the Company and look forward to their continued support and co-operation in future too.

They also take this opportunity to express their deep appreciation for the devoted and sincere services rendered by the employees at all levels of the operations of the Company during the year.

For and on Behalf of Board of Directors

SONALIS CONSUMER PRODUCTS LIMITED

 

SONALI NILESH KOCHAREKAR

SMITA SHASHIKANT SHAH

Managing Director

Whole Time Director

DIN: 09536461

DIN: 09536462

 

Date: 02/09/2025

Place: Mumbai

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