Your Directors are pleased to present the 35th Annual Report together with
the Audited Statementof Accounts for the year ended March 31, 2025.
FINANCIAL RESULTS AND ACCOUNTS
The Financial Results are as under:
( Rs. In lakh)
Particulars |
2024-25 |
2023-24 |
Gross Income |
3267.23 |
3341.23 |
Profit Before Interest and Depreciation |
226.81 |
253.82 |
Finance Charges |
6.8 |
5.40 |
Gross Profit Before depreciation |
220.01 |
248.42 |
Provision for Depreciation |
98.83 |
144.84 |
Net Profit Before Tax |
121.18 |
103.57 |
Provision for Tax |
30.73 |
27.69 |
Net Profit After Tax |
90.45 |
75.88 |
Dividend
The Board of Directors of the Company have decided to conserve cash and not to
recommend any dividend for the financial year ended 2024 -25.
These internal accruals will be used for future plans to expand and upgrade the
production capacity and install suitable equipment to help reduce the cost of power and
other cost saving methods for more efficient working in the factory.
Allotment of Shares to Mr. Bhavook Chandraprakash Tripathi
The members of the Virat Industries Limited had considered and approved the increase of
the Authorized Share Capital of the Company from existing Rs. 5,00,00,000 (Rupees Five
crores only) divided into 50,00,000 (fifty lakhs) Equity Shares of Rs. 10/- (Rupees Ten
Only) each to Rs. 15,00,00,000/- (Rupees Fifteen Crores only) divided into 1,50,00,000
(One Crore Fifty Lakh Only) Equity Shares of having face value of Rs.10/- (Rupees Ten
Only) and issuance of equity shares on preferential and private placement basis of
95,99,999 (Ninety-Five Lakh Ninety-Nine Thousand Nine Hundred and Ninety-Nine) equity
shares having face value of Rs. 10/- each ("Equity shares") at a per share price
of Rs. 104/- (Rupees One Hundred and Four Only) each for an aggregate cash consideration
of Rs. 99,83,99,896 (Rupees Ninety Nine Crores Eighty Three Lakhs Ninety Nine Thousand
Eight Hundred and Ninety Six only) to Mr. Bhavook Chandraprakash Tripathi ("Proposed
Allottee") in accordance with the provisions of the Companies Act, 2013 read with the
rules made thereunder and Chapter V of the Securities and Exchange Board of India (Issue
of Capital and Disclosure Requirements) Regulations, 2018 and other applicable laws for
the time being in force ("Preferential Allotment") in its extra-ordinary general
meeting of the member held on 19th October, 2024. This preferential Issue is subject to
Open Offer and the Acquirer has received the Observation Letter for the Open Offer on 28th
March, 2025.The above preferential allotment is under process as on 31st March, 2025.
Year in retrospect:
India is one of the fastest growing economies in the world during the year under
review. The slowdown of the economy is manifest in the revised GDP growth number of 6.4%
on the back of 8.2% growth in the previous year.
In its global outlook, the IMF predicts world wise growth to maintain stability at 3.3%
through 2025 and 2026 years. China’s growth projection has been marginally increased
to 4.6%.
The slowdown in India’s economy this year against last year is caused by many
uncertainties and challenges such as sluggish demand, capital expenditure slowing down,
intensified geopolitical issues, policy of protectionism and trade tariffs.
These factors have taken away some of the shine from Indian shinning narrative of the
economy, which the markets also reacted to.
Notwithstanding the turbulent global landscape, India is hopeful to navigate the
disruptions with policy agility and long term vision afforded by the buoyancy in tax
collection, strong agricultural output, continued focus on infra spending and "Make
in India" to stimulate investment, demand and growth.
The merchandise exports of $ 437.42 billion this year are marginally 0.08% higher
against previous year. The major drivers of goods growth include engineering, electronics,
pharma and readymade garments of all textiles.
Besides, the Indian exports include US export of USD 86.51 billion this year against
USD 77.82 billion made in last year, showing rise of 11.17%. Thus USA remained
India’s top export destination this year.
Service exports of USD 383.51 billion collected this year against USD 341.06 billion in
previous year, showing growth of 12.45% is a milestone achievement.
Production:
Your company manufactures quality socks for export to reputed brands in the overseas
markets. About 91% of the total production consists of exports.
Your company has state-of-the-art imported knitting machines, with suitable balancing
equipment. The entire plant and machinery is housed in a well-built modern factory
building which is equipped with centralized air conditioning plant for socks knitting
machines and adiabatic cooling system for manually done jobs like checking, pairing and
packing of socks. The latest type firefighting equipment like hydrants, sprinklers and
fire alarms system are also installed in the building.
A pillar based mezzanine floor has been installed in main raw material stores, to
increase capacity of storage area.
With all such facilities, the factory is a comprehensive compact hosiery unit under one
roof capable of knitting premium quality socks.
During the year under review (F.Y. 24-25), your company manufactured a wide spectrum of
numerous styles of 69.80 lakh pairs of socks against 65.42 lakh pairs in previous year,
reflecting surge of 6.90%. The socks made by your company are suitable for men, ladies,
kids and infants. Superior quality of yarn spun from combed cotton, BCI cotton and organic
cotton with suitable deniers of nylon, recycled polyester and elastane are used to knit
socks as per the specifications of our customers.
We also supply Merino wool socks to some of our customers in the UK and Europe.
Your company also manufactures ecofriendly bamboo socks. These socks offer excellent
breathability and natural antibacterial properties. The socks are popular in India and are
supplied by your company to reputed domestic brands.
Besides, your company manufactures exclusive quality athletic socks for export to niche
markets. Such socks are exported to more than one dozen brands who distribute them to
various Football Clubs and other sport clubs under their brands in various geographies of
the world. Such socks are technically difficult to copy as they require specialized
machines and very experienced and skilled technicians. 6.13 lakh pairs of such athletic
socks were exported in this year against 3.05 lakh pairs in previous year, showing a
growth of 101%. These socks add value to the margins of the Company.
Revenues:
The sale value of Rs. 2999.79 lakh achieved this year is marginally lower compared to
Rs. 3074.74 lakh, showing nominal decline of 2.44%.
Export sales of Rs. 2809.95 lakh achieved this year against Rs. 2877.36 in previous
year reflects nominal decline of 2.35%.
Your company’s premium quality dress and sport socks are exported to reputed
brands of overseas markets and sold in top end retail outlets.
Despite the lower volume of export pairs, and severe recession in UK which one of
biggest markets your company could maintain its export share of business with a better
product-mix and better export realized prices.. (Export rate: Rs. /pair - FY 24/25: Rs.
44.25; FY 23/24: Rs. 41.09)
Your company is the member of Sedex. Every year a SMETA 4 pillar audit of factory is
conducted. After audit, the detailed audit report is available on Sedex platform. Your
company distributes the copy of the report to all its main customers.
Your company is also registered with GOTs, BCI, ECO, FCS and ISO-9001:2015. Most of
these certificates are required by our export clients. These certificates are the main
gateway to procure export orders.
Profit & Loss Account:
The total dispatched pairs in F.Y. 2024-25 were 8.5% lower compared to F.Y. 2023-24.
The loss in profits due to decline in dispatches was more or less offset by increase in
overall sales rates realized due to better product-mix.
The prices of raw materials this year were more or less in parity with the last year.
The wages and salaries cost this year rose by Rs. 70.34 lakh over previous year due to
increase in minimum wages as prescribed by the Government, and merit increments paid to
the staff and operators.
The depreciation amount this year is less by Rs. 55.49 lakh against the last year due
to the increase in the age of many machines this year needing lower provision of
depreciation.
The net impact of the above factors is that your company earned a profit before tax of
Rs. 122.56 lakh in against of Rs. 102.91 lakh in previous year, showing a rise of 19.01%.
FINANCE
As of the date of the Balance Sheet, the Company is debt-free in terms of long-term
loans, excepting loans on vehicles.
WORKING CAPITAL LOAN
The Company is enjoying export packing credit and foreign bill purchase facilities from
our Bankers. INSURANCE
The properties and insurable interests of your Company in buildings, plant, machinery,
stocks, etc. are adequately insured by the Company.
CHANGE IN SHARE CAPITAL
The paid-up share capital of the Company as on March 31, 2025, was Rs. 4.93 Crore, and
there has been no change in the capital structure of the Company. During the year, the
shareholders have increased the Authorized Share Capital from Rs. 5 Crore to Rs. 15
Crores. The Shareholders have also approved the issue of 95,99,999 shares through
preferential issue in the Extra-Ordinary General Meeting held on 19th October, 2024.
However, the process of allotment is pending as on 31st March, 2025.
RESERVES
During the year under review, the Company has not transferred any amount to reserves.
DIRECTORS AND KEY MANAGERIAL PERSONNEL KEY MANAGERIAL PERSONNEL
Shri. Kaizad R. Dadyburjor was reappointed as a Non-Executive Director after retiring
by rotation, being eligible to offer himself for re-election.
BOARD OF DIRECTORS
The Company has a broad-based Board of Directors, duly constituted with proper balance
of Executive Directors, Non-Executive Directors, and Independent Directors. There is one
Woman Director on the Board. The changes in the composition of the Board of Directors are
carried out in compliance with the provisions of the Companies Act, 2013 and Listing
Regulations.
Shri. Vaibhav P. Mandhana, Shri. Chintamani D. Thatte and Shri. Dashrath B. Pawaskar
were appointed as Independent directors of the company and approved by the shareholders in
the Annual General Meeting held on 05th September, 2024. Shri. Pheroze A. Dhanbhoora has
resigned on 18th April, 2024 due to other professional commitments. Shri. Ajit P.
Walwaikar and Shri. Harishchandra H. Shah has retired after completing 2 consecutive terms
of 5 years after the Annual General Meeting held on 05th September, 2024.
Policy formulations, setting up of goals, evaluations of performance and control
functions vest with the Board. The composition of the Board of Directors of the Company as
on March 31, 2025 was as follows.
Sr Name of the Director No |
Category |
| 1. Shri. Adi F. Madan |
Managing Director |
| 2. Shri. Vaibhav P. Mandhana |
Independent Director |
| 3. Shri. Chintamani D. Thatte |
Independent Director |
| 4. Smt. Ayesha K. DadyBurjor |
Whole-time Director |
| 5. Shri. Kaizad R. DadyBurjor |
Non- Executive Director |
| 6. Shri. Dashrath B. Pawaskar |
Independent Director |
BOARD MEETINGS
Regular meetings of the Board of Directors are held to discuss and decide on various
business policies, strategies, and other business.
During the FY 2024-2025, the Board met five (5) times on the following
dates.
24/05/2024 |
08/08/2024 |
24/09/2024 |
09/11/2024 |
13/02/2025 |
Name of the Member |
No of Meeting of Attended |
Whether attended Last AGM |
Shri. Adi F. Madan |
5 |
YES |
Shri. Vaibhav P. Mandhana (w.e.f. 15.06.2024) |
4 |
YES |
Shri. Chintamani D. Thatte (w.e.f. 08.08.2024) |
3 |
YES |
Smt. Ayesha K. DadyBurjor |
5 |
YES |
Shri. Kaizad R. DadyBurjor |
5 |
YES |
Shri. Dashrath B. Pawaskar (w.e.f. 08.08.2024) |
3 |
YES |
Shri. Ajit P. Walwaikar (upto 05.09.2024) |
2 |
YES |
Shri. Harish H. Shah (upto 05.09.2024) |
2 |
YES |
Shri. Pheroze A. Dhanbhoora (upto 18.04.2024) |
0 |
NO |
DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS
The Independent Directors have submitted the Declaration of Independence, as required
pursuant to section 149(7) of the Companies Act 2013, stating that they meet the criteria
of independence as provided in sub-section (6).
COMPOSITION OF AUDIT COMMITEE
The Board has constituted an Audit Committee comprising of three Independent Directors.
The Audit Committee reviews reports including significant audit observations and follow-up
actions thereon. The Audit Committee also meets the Company’s Statutory Auditors and
Internal Auditors to ascertain their views on the financial statements. The Committee
members meet regularly and make their recommendations in accordance with the terms of
reference specified by the Board. Such recommendations are thoroughly discussed in Board
meetings and by and large accepted for implementation.
The names of the Committee members are as under.
Name of the Member |
|
Shri. Vaibhav P. Mandhana (w.e.f. 08.08.2024) |
Chairman |
Shri. Chintamani D. Thatte (w.e.f. 08.08.2024) |
Member |
Shri. Dashrath B. Pawaskar (w.e.f. 08.08.2024) |
Member |
Shri. Ajit P. Walwaikar (upto 08.08.2024) |
Chairman |
Shri. Harish H. Shah (upto 08.08.2024) |
Member |
Shri. Pheroze A. Dhanbhoora (upto 18.04.2024) |
Member |
Shri. Kaizad R. DadyBurjor (From 02.05.2024 to 08.08.2024) |
Member |
All the members of the Audit Committee are financially literate and bring in expertise
in the fields of Finance, Taxation, Technical, Secretarial and Legal issues. The
attendance records of the members at the meeting were as follows:
During the FY 2024-2025, the committee met four (4) times through video conferencing on
the following dates.
24/05/2024 |
08/08/2024 |
09/11/2024 |
13/02/2025 |
Name of the Member |
Designation |
No. of Meeting of Attended |
Shri. Vaibhav P. Mandhana (w.e.f. 08.08.2024) |
Chairman |
2 |
Shri. Chintamani D. Thatte (w.e.f. 08.08.2024) |
Member |
2 |
Shri. Dashrath B. Pawaskar (w.e.f. 08.08.2024) |
Member |
2 |
Shri. Ajit P. Walwaikar (up to 08.08.2024) |
Chairman |
2 |
Shri. Harish H. Shah (up to 08.08.2024) |
Member |
2 |
Shri. Pheroze A. Dhanbhoora (upto 18.04.2024) |
Member |
0 |
Shri. Kaizad R. DadyBurjor (From 02.05.2024 to 08.08.2024) |
Member |
2 |
NOMINATION AND REMUNERATION COMMITTEE
The Board has constituted a Nomination and Remuneration Committee consisting
Independent Directors.
The names of Committee members are as under.
Name of the Member |
|
Shri. Chintamani D. Thatte (w.e.f. 08.08.2024) |
Chairman |
Shri. Vaibhav P. Mandhana (w.e.f. 08.08.2024) |
Member |
Shri. Dashrath B. Pawaskar (w.e.f. 08.08.2024) |
Member |
Shri. Ajit P. Walwaikar (upto 08.08.2024) |
Chairman |
Shri. Harish H. Shah (upto 08.08.2024) |
Member |
Shri. Pheroze A. Dhanbhoora (upto 18.04.2024) |
Member |
Shri. Kaizad R. DadyBurjor (From 02.05.2024 to 08.08.2024) |
Member |
The Committee has the mandate to recommend the appointment/re-appointment of Executive
Directors and appointment of employees from the level of Vice-President and above along
with the remuneration to be paid to them. The remuneration is fixed keeping in mind the
person’s track record, his/her potential, individual performance, the market trends,
and scales prevailing in a similar industry.
During the FY 2024-25, the committee met two (2) time through video conferencing as on
The attendance records of the members at the meeting were as follows:
Name of the Member |
Designation |
No of Meeting of Attended |
Shri. Chintamani D. Thatte (w.e.f. 08.08.2024) |
Chairman |
0 |
Shri. Vaibhav P. Mandhana (w.e.f. 08.08.2024) |
Member |
0 |
Shri. Dashrath B. Pawaskar (w.e.f. 08.08.2024) |
Member |
0 |
Shri. Ajit P. Walwaikar (upto 08.08.2024) |
Chairman |
2 |
Shri. Harish H. Shah (upto 08.08.2024) |
Member |
2 |
Shri. Pheroze A. Dhanbhoora (upto 18.04.2024) |
Member |
0 |
Shri. Kaizad R. DadyBurjor (From 02.05.2024 to 08.08.2024) |
Member |
2 |
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Board has constituted a Stakeholder Relationship Committee consisting of three
Directors, two independent Directors and the Managing Director.
The names of Committee members are as under.
Name of the Member |
|
Shri. Vaibhav P. Mandhana (w.e.f. 08.08.2024) |
Chairman |
Shri. Chintamani D. Thatte (w.e.f. 08.08.2024) |
Member |
Shri. Adi F. Madan |
Member |
Shri. Ajit P. Walwaikar (upto 08.08.2024) |
Chairman |
Shri. Pheroze A. Dhanbhoora (upto 18.04.2024) |
Member |
Shri. Kaizad R. DadyBurjor (From 02.05.2024 to 08.08.2024) |
Member |
The Company Secretary is designated as the "Compliance Officer" who oversees
the redressal of the Investors’ grievances.
The Committee meets to approve share transfers, transmission, issue of duplicate share
certificates, re-materialization of shares and all other issues pertaining to shares and
also to redress investor grievances like non-receipt of dividend warrants, non-receipt of
share certificates, etc. The Committee regularly reviews the movement in shareholding and
ownership structure. The Committee also reviews the performance of the Registrar and
Transfer Agents. The Company is in compliance with the SCORES, which has initiated by SEBI
for processing the investor complaints in a centralized web-based redress system and
online redressal of all the shareholder’s complaints.
The Committee met Four (4) times during the financial year ended on March 31, 2025. The
attendance records of the members at the meeting were as follows:
During the FY 2024-2025, the committee met four (4) times through video conferencing on
the following dates.
24/05/2024 |
08/08/2024 |
09/11/2024 |
13/02/2025 |
Name of the Member |
Designation |
No. of Meeting of Attended |
Shri. Vaibhav P. Mandhana (w.e.f. 08.08.2024) |
Chairman |
2 |
Shri. Chintamani D. Thatte (w.e.f. 08.08.2024) |
Member |
2 |
Shri. Adi F. Madan |
Member |
4 |
Shri. Ajit P. Walwaikar (upto 08.08.2024) |
Chairman |
2 |
Shri. Pheroze A. Dhanbhoora (upto 18.04.2024) |
Member |
0 |
Shri. Kaizad R. DadyBurjor (From 02.05.2024 to 08.08.2024) |
Member |
2 |
SECRETARIAL STANDARDS
The Company has complied with the Secretarial Standards on Board Meetings and General
Meetings, issued by The Institute of Company Secretaries of India.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Fraud and corruption-free work culture has been the core of the Company. In view of the
potential risk of fraud, corruption, and unethical behavior, which could adversely impact
the Company’s business operations, the Company has an established mechanism for
Directors/Employees to report concerns about unethical behavior, actual or suspected fraud
or violation of the code of conduct or ethics policy. It also provides for adequate
safeguards against victimization of Directors/employees who avail of the mechanism.
The Company affirms that no personnel have been denied access to the Audit Committee.
The Company has formulated a Policy of Vigil Mechanism and has established a mechanism
that any personnel may raise Reportable Matters within 60 days after becoming aware of the
same. All suspected violations and Reportable Matters are reported to the Chairman of the
Audit Committee. The key directions/actions are informed to the Managing Director of the
Company.
DIRECTORS’ RESPONSIBILITY STATEMENT
In pursuance of section 134 (5) of the Companies Act, 2013, the Board of Directors
hereby confirms that:
(a) In the preparation of the annual accounts for the year ended March 31, 2025, the
applicable accounting standards read with requirements set out under Schedule III to the
Act, have been followed and there are no material departures from the same.
(b) The Directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent to give a true and fair
view of the state of affairs of the Company as on March 31, 2025, and of the profit and
loss of the Company for the period ended March 31, 2025.
(c) The Directors had 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.
(d) The Directors had prepared the annual accounts on a going concern basis.
(e) The Directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and
(f) 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.
SUBSIDIARIES
As the Company has no subsidiaries, Section 129(3) of the Companies Act, 2013, does not
apply. ANNUAL RETURN
In terms of provisions of Section 92(3), 134(3)(a) of the Act read with Rule 12 of the
Companies (Management and Administration) Rules, 2014, the Annual Return in Form MGT-7 for
the financial year ended March 31, 2024, is placed on the website of the Company and can
be accessed at http://viratindustries.com/.
AUDITORS
STATUTORY AUDITOR
M/s. B. K. Khare & Co., Chartered Accountants (Firm Registration No. 105102W) were
re-appointed as the Statutory Auditors of the Company for a tenure of 5 years commencing
from the conclusion of the 32nd AGM of the Company until the conclusion of the 37th AGM of
the Company to be held in the year 2027. The Statutory Auditor’s Report does not
contain any qualifications, reservations, adverse remarks, or disclaimers.
SECRETARIAL AUDITOR
M/s. Vishal Dewang & Associates, practicing Company Secretary was appointed as a
Secretarial Auditor under the provision of section 204 of the Companies Act, 2013 for FY
2023 - 2024. The Report of the Secretarial Auditor for FY 2024-25 is annexed to this
report as Annexure - I. The said Secretarial Audit Report does not contain any
qualifications, reservations, adverse remarks, or disclaimers.
INTERNAL AUDITOR
The Board of Directors has appointed M/s S.R. Rege & Co., Chartered Accountant, as
Internal Auditors for the FY 2024-25 to conduct the internal audit of the various areas of
operations and records of the Company. The periodic reports of the said internal auditors
are regularly placed before the Audit Committee along with the comments of the management
on the action taken to correct any observed deficiencies on the working of the various
departments.
COST AUDITORS
Your Company is not required to maintain cost accounting records as specified under
Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit)
Rules, 2014.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS, AND
OUTGOING
Additional information on conservation of energy, technology absorption, foreign
exchange earnings, and outgo as required to be disclosed in terms of Section 134(3)(m) of
the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 for the FY 2024-25
is annexed and forms part of this Report as Annexure - II.
DETAILS RELATING TO DEPOSITS
The Company has not accepted any deposit during the year, nor has any deposit remained
unpaid or unclaimed as at the end of the year.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
No significant and material orders were passed by the regulators or Courts or Tribunals
during the year, which would adversely impact the Company's operation in the future.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Your Company has not-
• Given any loan to any person or other body corporate,
• Given any guarantee and provided any security in connection with a loan to any
other body corporate or any person.
• Acquired by way of subscription, purchase or otherwise the securities of any
other body corporate otherwise than in accordance with the law.
TRANSFER OF UNCLAIMED DIVIDEND AND SHARES
During the year, your Company transferred the Rs. 5,47,523/- for the financial year
ended March 31, 2017, to the Investor Education and Protection Fund in compliance with the
provisions of Sections 124 and 125 of the Companies Act, 2013.
In compliance with these provisions read with Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, your Company also
transferred 25,800 Shares to the Demat Account of the IEPF Authority, in respect of which
dividend had remained unpaid/ unclaimed for a consecutive period of 7 years.
UNCLAIMED SECURITIES- SUSPENSE ESCROW ACCOUNT
The company has 200 shares in the Unclaimed Securities- Suspense Escrow Account.
RISK MANAGEMENT
A documented risk management policy is in place as per section 134(3) (n) of the
Companies Act, 2013.
Your Company is exposed to risk from fluctuation of foreign exchange rates, market
economic slowdown or decline in demand in the country of buyers of your Company’s
products, prices of raw materials and finished goods, compliances risk and people risk.
• Foreign Exchange Risk
During year under review the Company endeavored to further mitigate the risk associated
with the exchange fluctuations by entering into Forward Contracts with the Company’s
Bankers, on a very conservative and risk-adverse basis.
• Commodity Prices Risk
Your Company proactively manages the risk of purchasing raw materials through forward
booking, vendor development practices, and inventory management. The Company’s strong
reputation for quality and services with overseas clients to some extent mitigates the
impact of price risk on finished goods.
• Compliance Risk
Your company must follow various statutes and regulations including the Companies Act.
The Company is mitigating these risks through regular review of legal compliances carried
out through internal as well as external compliance audits.
• People Risk
Your Company nurtures and grooms the talented and key personnel for future business
leadership and looks after them judiciously so that they stay with the Company.
CORPORATE SOCIAL RESPONSIBILITY
Section 135(1) of the Companies Act, 2013, is not applicable to your Company, because
the net worth, turnover, and net profit of your Company during the year is less than the
required limits.
PREVENTION OF INSIDER TRADING
SEBI notified the SEBI (Prohibition of Insider Trading) Regulations, 2015 which came
into effect from May 15, 2015. Pursuant thereto, the Company has formulated a new Code for
Prevention of Insider Trading for Directors, Promoters and Senior Executive Officers.
The Code requires pre-clearance for dealing in the Company’s shares and prohibits
the purchase or sale of the Company’s shares by the Directors, Key managerial
personnel, and designated employees while in possession of unpublished price sensitive
information in relation to the Company and during the period when the Trading Window is
closed.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered during the financial year were in the
ordinary course of business of your Company and were on arm's length basis. There were no
materially significant related party transactions entered by your Company with Promoters,
Directors, Key Managerial Personnel, or other persons which may have a potential conflict
with the interest of your Company. The details are given in Annexure - III, forming part
of this report.
FORMAL ANNUAL EVALUATION
During the year, the Board adopted a formal mechanism for evaluating its performance as
well as that of its Committees and individual Directors. The exercise was carried out
through a structured evaluation process covering various aspects of the Board functioning
such as composition of the Board and Committees, experience and competencies, performance
of specific duties and obligations, governance issues etc.
MEETING OF INDEPENDENT DIRECTORS
All the independent Directors of the Company held a meeting on February 13, 2025 and
reviewed the performance of non-independent Directors and the Board as a whole. They also
assessed the quality, quantity, and timeliness of flow of information between the Company
management and the Board.
They expressed their satisfaction at the performance of non-independent Directors and
appreciated the flow of information from the Company management.
RATIO OF REMUNERATION TO EACH DIRECTOR
The ratio of remuneration of each director to the median employee's remuneration and
other details in terms of sub-section 12 of section 197 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, are forming a part of this Report as
Annexure IV.
LISTING FEES
Your Company has paid the listing fees up to March 31, 2025, to the Bombay Stock
Exchange on April 23, 2025.
CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION
Your Company is committed to adopting good Corporate Governance practices in letter and
spirit. A detailed report on Corporate Governance is given in a separate section of the
Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as stipulated
under the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations"), is presented in a
separate section, forming part of the Annual Report.
ANTI SEXUAL HARASSMENT POLICY
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements
of 'The Sexual Harassment of Women at the Workplace (Prevention Prohibition &
Redressal) Act, 2013. An "Internal Complaints Committee (ICC)" has been set up
to redress complaints received regarding Sexual Harassment. All employees (permanent,
contractual, temporary, trainees) are covered under this policy. A Lady NGO representative
is a member of the said Internal Complaints Committee and regularly attends the meetings
which are noted.
The following is a summary of Sexual Harassment complaints received and disposed of
during the year 2024-2025:
• No. of complaints received: Nil
• No. of complaints disposed of: Not applicable
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANACIAL POSITION OF THE COMPANY WHICH
HAVE OCCURRED BETWEEN MARCH 31, 2025 AND DATE OF THIS REPORT
There were no Material changes and Commitments affecting the Financial Positions of the
Company which have occurred between March 31, 2025 and date of this report.
PARTICULARS OF EMPLOYEES
As per provision of Section 197 of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, particulars of the
employees are required to be annexed in respect of the employees of the Company who were
in receipt of total remuneration of Rs. 60.00 Lakh per annum or Rs. 5.00 Lakh per month.
During the financial year 2024-2025, there is no employee drawing remuneration as above.
ACKNOWLEDGMENT
Your Directors wish to place on record their sincere appreciation for the co-operation
and support extended to the Company by the Government of India, the Gujarat State
Government and by the relevant Government Authorities, Central, State and Local, the
Company’s Bankers and Business Associates.
Your Directors also thank all the employees at every level, who, through their
dedication, cooperation, and support, have enabled the Company to achieve sustained
growth.
And to you, our Shareholders, we are deeply grateful for the confidence and faith that
you have always reposed in us.
For and On Behalf of the Board of Directors
35th ANNUAL REPORT 2024-2025
Page 45
Place: Mumbai |
Adi F. Madan |
Ayesha K. DadyBurjor |
Date: 15th May, 2025 |
Managing Director |
Whole Time Director |
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DIN: 00023629 |
DIN: 02949248 |
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