Dear Members,
Your Directors are pleased to present before you their 36th Annual Report on
the business and operations of the Company together with the Audited Statements of
Accounts for the Financial Year ended 31st March, 2025.
Financial Summary or Highlights/ Performance of the Company (Standalone):
The Company's financial performance for the year under review along with previous
year's figures is summarized hereunder on the Standalone basis financial statements of the
company.
| Particulars |
F.Y. 2024-25 Amounts below are Rs. in '000) |
F.Y. 2023-24 (Amounts below are Rs. in '000) |
| Revenue from operations |
9,021.89 |
8,734.62 |
| Other operational income |
5,508.69 |
9,013.74 |
| Increase/ Decrease in Inventory |
- |
- |
| Total Income |
14,530.58 |
17,748.36 |
| Less: Operating costs |
13,542.11 |
17,332.27 |
| Profit before Depreciation, Interest & Tax (PBDIT) |
988.47 |
416.08 |
| Less: Depreciation |
106.49 |
172.71 |
| Profit /Loss before Interest & Tax (PBIT) |
881.98 |
243.37 |
| Less: Finance costs |
- |
68.15 |
| Profit /Loss before Tax (PBT) |
881.98 |
175.22 |
| Less: Provision for Income Tax (Including deferred tax) |
285.48 |
(156.692) |
| Profit for the year |
596.50 |
331.91 |
| Basic EPS |
0.12 |
0.07 |
*previous year figures have been regrouped/rearranged wherever necessary.
The above figures are extracted from the Financial Statements prepared in accordance
with accounting principles generally accepted in India including the Accounting Standards
specified under section 129 and 133 of the Companies Act, 2013 (“the Act”) read
with the Companies (Accounts) Rules, 2014 and other relevant provisions of the Act. The
detailed financial statement as stated above are available on the Company's website at
http://kiranprintpack.wix.com/kiran/
I. Financial Performance (Amounts below are Rs. in '000)
During the year under review, the revenue from operations of your Company was in
9,021.89 comparison to 8,734.62 during the previous year. The Company has Profit After Tax
of 596.50 in comparison to 331.91 during the previous year.
II. Business Review/State of the company's affairs
During the year under review, the Company has not changed its nature of business.
III. Dividend
During the year under review, your Board does not recommend any dividend and wishes to
plough back the profits
IV. Reserves
The company except its profits does not propose any amount to transfer to the General
Reserves.
V. Share Capital
During the year under review, the Company has not allotted any Equity Shares on rights/
preferential/ private placement basis.
As on 31st March, 2025, the issued, subscribed and paid up share capital of
Company stood at Rs. 5,00,29,000/- comprising of 50,02,900 Equity shares of Rs.10/- each.
1. Disclosure regarding Issue of Equity Shares with Differential Rights:
During the year under review, the Company has not issued any equity shares with
differential rights.
2. Disclosure regarding issue of Employee Stock Options:
During the year under review, the Company has not provided any Stock Option Scheme to
the employees.
3. Disclosure regarding issue of Sweat Equity Shares:
During the year under review, the Company has not issued any Sweat Equity Shares.
4. Disclosure regarding Buy back of shares:
During the year under review, the Company has not bought back any shares.
5. Disclosure regarding issue of Bonus Shares:
During the year under review, the Company has not issued any bonus shares.
VI. Details of directors or key managerial personnel who were appointed during the
year:
1. Retiring by rotation:
Mrs. Sudha Mohta (holding DIN 01418054), Director of the Company, will retire by
rotation at the ensuing Annual General Meeting and being eligible offers herself for
reappointment.
Brief profile of the Directors proposed to be reappointed as required under Regulation
36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, are part of the Notice convening the Annual General
Meeting.
2. Declaration by Independent Directors:
Pursuant to Section 149 (7) of the Companies Act, 2013 (“the Act”) read with
the Companies (Appointment and Qualifications of Directors) Rules, 2014, the Company has
received declarations from all the Independent Directors of the Company confirming that
they meet the 'criteria of Independence' as prescribed under Section 149 (6) of the Act
and have submitted their respective declarations as required under Section 149 (7) of the
Act and the Listing Regulations.
In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company
have included their names in the data bank of Independent Directors maintained with the
Indian Institute of Corporate Affairs.
3. Familiarization programme for Independent Director:
The Company proactively keeps its Directors informed of the activities of the Company,
it's Management and operations and provides an overall industry perspective as well as
issues being faced by the industry in the Familiarization programme conducted for the
Independent Directors of the Company. The Familiarization programme is available on the
website of the Company at http:// kiranprintpack.wix.com/kiran/
4. Key Managerial Personnel:
In terms of the provisions of Sections 2 (51) and 203 of the Companies Act, 2013 read
with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
following employees were holding the position of Key Managerial Personnel ('KMP') of the
Company as on March 31st , 2025:
| Mr. Karan Kamal Mohta |
Managing Director |
| Mrs. Sudha Mohta |
Chief Financial Officer |
| Ms. Chandni Shah |
Company Secretary & Compliance Officer |
VII. Committees of Board:
As on March 31st 2025, the Company has following Statutory Committees:
a. Audit Committee
b. Nomination and Remuneration Committee
c. Stakeholders Relationship Committee
The Board decides the terms of reference for these companies. Minutes of meetings of
the Committees are placed before the Board for information. The details as to the
composition, terms of reference, number of meetings and related attendance, etc. of these
Committees are provided in detail, in the Corporate Governance Report which forms a part
of this Annual Report.
VIII. Compliances of applicable Secretarial Standards:
The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India
and such systems are adequate and operating effectively.
IX. Meetings of the Board and its Committee:
b. Board Meeting:
A calendar of Meetings is prepared and circulated in advance to the Directors. During
the year the Board of Directors of the Company met 5 (Five) times on 30/05/2024,
12/08/2024, 04/09/2024, 13/11/2024 and 13/02/2025.
| Name |
Designation |
No of meetings attended |
No of meetings entitled to attend |
Whether AGM attended |
| Mr. Karan Kamal Mohta |
Executive Managing Director |
5 |
5 |
Yes |
| Mrs. Sudha Mohta |
Executive Director, CFO |
5 |
5 |
Yes |
| Mr. Bharat Saboo |
Non-Executive Director |
5 |
5 |
Yes |
| Mr. Sunil Kumar Sarda |
Non-Executive- Independent Director |
5 |
5 |
Yes |
| Mr. Vinodkumar Bajranglal Dalmia |
Non-Executive- Independent Director |
5 |
5 |
Yes |
The intervening gap between the Meetings was within the period prescribed under the
Companies Act, 2013.
c. Audit Committee
Your Company has constituted an Audit Committee with its composition, quorum, powers,
roles and scope in line with the applicable provisions of the Act and Listing Regulations.
During the financial year under review, the Audit Committee reviewed the internal controls
put in place to ensure that the accounts of your Company are properly maintained and that
the accounting transactions are in accordance with prevailing laws and regulations. In
conducting such reviews, the Committee found no material discrepancy or weakness in the
internal control system of your Company. The Committee has also reviewed the Policy and
procedures for assessing and managing the risks.
During the financial year under review, all recommendations made by the Audit Committee
were accepted by the Board.
The Composition of Audit Committee and the attendance of Members at the Meeting during
FY 2024-25 were as under:
| Name |
Designation |
No of meetings attended |
No of meetings entitled to attend |
Whether AGM attended |
| Mr.Vinodkumar Bajranglal Dalmia (Chairman) |
Non-Executive- Independent Director |
4 |
4 |
Yes |
| Mrs. Sudha Mohta |
Executive Director, CFO |
4 |
4 |
Yes |
| Mr. Sunil Kumar Sarda |
Non-Executive- Independent Director |
4 |
4 |
Yes |
The Company has a qualified and independent Audit Committee, and its composition is in
line with the applicable provisions of Section 177 of the Act and Regulation 18 of Listing
Regulation.
During the financial year under review, the Committee met 4 (Four) times on 30/05/2024,
12/08/2024,13/11/2024 and 13/02/2025.
d. Nomination and Remuneration Committee
Your Company has constituted a Nomination and Remuneration Committee with its
composition, quorum, powers, roles and scope in line with the applicable provisions of the
Act and Listing Regulations.
The Composition of Nomination and Remuneration Committee and the attendance of Members
at the meeting during FY 2024-25 were as follows:
| Name |
Designation |
No of meetings attended |
No of meetings entitled to attend |
Whether AGM attended |
| Mr.Vinodkumar Bajranglal Dalmia (Chairman) |
Non-Executive- Independent Director |
1 |
1 |
Yes |
| Mr. Bharat Saboo |
Non-Executive Director |
1 |
1 |
Yes |
| Mr. Sunil Kumar Sarda |
Non-Executive- Independent Director |
1 |
1 |
Yes |
The Company has a qualified and independent Nomination & Remuneration Committee,
and its composition is in line with the applicable provisions of Section 178 of the Act
and Regulation 19 of Listing Regulation.
During the financial year under review, the Committee met 1 (One) time on 04/09/2024.
The Nomination and Remuneration Committee had formulated a policy on remuneration under
the provisions of Section 178(3) of the Act and the same is attached as Annexure I to this
report.
e. Stakeholder Relationship Committee
Your Company has constituted a Stakeholder Relationship Committee with its composition,
quorum, powers, roles and scope in line with the applicable provisions of the Act and
Listing Regulations.
The Composition of Stakeholder Relationship Committee and the attendance of Members at
the meeting during FY 2024-25 were as follows:
| Name |
Designation |
No of meetings attended |
No of meetings entitled to attend |
Whether AGM attended |
| Mr. Bharat Saboo (Chairman) |
Non-Executive Director |
4 |
4 |
Yes |
| Mr. Sunil Kumar Sarda |
Non-Executive- Independent Director |
4 |
4 |
Yes |
| Mr. Vinodkumar Bajranglal Dalmia |
Non-Executive- Independent Director |
4 |
4 |
Yes |
The Company has a qualified and independent Stakeholder Relationship Committee, and its
composition is in line with the applicable provisions of Regulation 20 of Listing
Regulation. During the financial year under review, the Committee met 4 (Four) times on
30/05/2024, 12/08/2024,13/11/2024 and 13/02/2025.
f. Meeting of Independent Directors:
The Independent Directors met once on February 13, 2025 to evaluate the Board and
assess the functioning of the Board.
X. Listing with Stock Exchanges
At Present, the Equity shares of the Company are listed at BSE Limited.
XI. Dematerialization of Shares:
a) 94.47% of the Company's paid up Equity Share Capital is in dematerialized form as on
31st March, 2025 and balance 5.53% is in physical form. The Company's Registrar
and Transfer Agent is MUFG Intime India Private Limited (Formerly Link Intime India
Private Limited)having their registered office at C-101, 247 Park, L.B.S. Marg, Vikhroli
(West), Mumbai - 400 083.
XII. Details in respect of adequacy of internal financial controls with reference to
the Financial Statements
a) Your directors hereby report that, your company has maintained adequate internal
controls commensurate with its size and its nature of the operation. There are suitable
monitoring procedures in place to provide reasonable assurance for accuracy and timely
reporting of the financial information and compliance with the statutory requirements.
There are proper policies, guidelines and delegation of powers issued for the compliance
of the same across the company.
b) For the purpose of ensuring accuracy in the preparation of the financials, your
company has implemented various checks and balances like periodic reconciliation of major
accounts, review of accounts, obtaining confirmation of various balances and proper
approval mechanism.
c) Your company has documented all major processes in the area of expenses, bank
transactions, payments, statutory compliances and period end financial accounting process.
Your company is continuously putting its efforts to align the processes and controls with
the best practices in the industry.
d) The Company has appointed M/s. Yogesh P Rathi & Associates, a firm of Chartered
Accountant as the Internal Auditor of the company. The report of the said auditor is
periodically reviewed and suggestions were implemented by the Audit Committee and the
Board.
XIII. Finance & Accounts
The Company is having adequate resources at its disposal to meet its business
requirements and for efficient conduct of business. The Company has not raised any funds
by issue of any securities during the year.
Your company is required to prepare financial statements under Indian Accounting
Standards (Ind AS) prescribed under Section 133 of the Companies Act, 2013 read with Rule
3 of the Companies (Indian Accounting Standards) Rules, 2015. The estimates and judgments
relating to financial statements are made on prudent basis, so as to reflect in a true and
fair manner, the form and substance of transactions and reasonably present the Company's
state of affairs and loss for the year ended 31st March, 2025.
XIV. Subsidiaries. Joint Ventures and Associates Companies
Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of
Companies (Accounts) Rules, 2014, a Company needs to prepare AOC-1 but as the Company
doesn't have any subsidiaries, associates and Joint Ventures, there is no need to prepare
AOC-1 and hence the same has not been prepared.
XV. Deposits
The Company has not accepted any deposits within the meaning of Section 73 of the
Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.
XVI. Statutory Auditors
M/s. VMRS & Co. (having Firm Registration No. 122750W), Chartered Accountants were
appointed as the statutory auditors of the Company at the Annual General meeting held on
28th September, 2020. However, their term is set to expire at the upcoming
Annual General Meeting of the Company.
It is proposed to reappoint M/s. VMRS & Co. (having Firm Registration No. 122750W),
Chartered Accountants for a period of 5 years for the financial year 2025-26 to the
financial year 2029-30 at the upcoming Annual General Meeting of the Company
XVII. Auditors' Report and Board's Comments on Qualification, Reservation & Adverse
Remarks or Disclaimer made by Statutory Auditors under section 134(3) (f) of the Companies
Act, 2013
The report of the Statutory Auditors along with notes to Schedules is enclosed to this
report. The Auditors observations are suitably explained in notes to the Accounts and are
self-explanatory. They do not call for any further comments. There has been no
qualification, reservation or adverse remark made by the Auditor in the report.
XVIII. Internal Audit
The Board of directors has appointed M/s. Yogesh P Rathi & Associates, a firm of
Chartered Accountants as the Internal Auditors of the company on the recommendations of
the Audit Committee for F.Y. 2024-25.
XIX. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mrs. Kavita Raju
Joshi, Practising Company Secretary, (Membership nos: F9074) have been appointed as
Secretarial Auditors of the Company.
The Secretarial Audit Report for financial year ended March 31st , 2025 is
annexed to this report. The Secretarial Audit Report for the year ended March 31st
, 2025 does not contain any qualification or observation, which requires any comments from
the Board.
XX. Cost Auditor
Your company does not fall within the provisions of Section 148 of the Companies Act,
2013 read with the Companies (Cost records & Audit) Rules, 2014, therefore no such
records are required to be maintained and no cost auditor is required to be appointed.
XXI. Annual Return
Pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies
(Management and Administration) Rules, 2014, the copy of Annual Return can be accessed at
Company's website at http://kiranprintpack.wix.com/kiran/
XXII. Foreign Exchange Earnings / Outgo
The Company has neither incurred any expenditure nor earned any income in foreign
exchange.
XXIII. Corporate Social Responsibility (CSR)
As per Section 135 of the Companies Act, 2013 every Company having net worth of Rs. 500
Crores or more or Turnover of Rs.1,000 Crores or more or Net Profit of Rs. 5 Crores is
required to constitute CSR committee.
However, your Company has not developed or implemented any Corporate Social
Responsibility initiatives as the said provisions are not applicable to the Company.
XXIV. Human Resources
Your Company treats its “human resources” as one of its most important
assets. Your Company continuously invests in attraction, retention and development of
talent on an ongoing basis. A number of programs that provide focused people attention are
currently underway. Your Company thrust is on the promotion of talent internally through
job rotation and job enlargement.
XXV. Disqualification of Directors
During the year under review, the Company has received Form DIR-8 from all Directors as
required under the provisions of Section 164(2) of the Companies Act, 2013 read with
Companies (Appointment and Qualification of Directors) Rules, 2014 that none of the
Directors of your Company is disqualified to hold office as director and debarred from
holding the office of a Director.
XXVI. Vigil Mechanism
The Company has formulated a Whistle Blower Policy to establish a vigil mechanism for
Directors and employees of the Company to report concerns about unethical behavior, actual
or suspected fraud or violation of the company's code of conduct or ethics policy. The
Vigil Mechanism Policy has been uploaded on the website of the Company at
http://kiranprintpack.wix.com/kiran/.
XXVII. 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 procedure to be followed, and disclosure 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 the company's shares. The Company had in place a Code of Conduct
for Prevention of Insider Trading and Corporate Disclosure Practices, in accordance with
the SEBI (Prohibition of Insider Trading) Regulations, 2015.
Accordingly, the Board approved and adopted:
a) Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive
Information; and
b) Code for Fair Disclosures and Conduct the codes referred above is placed on the
Company's website http://kiranprintpack.wix.com/kiran/.
XXVIII. Related Party Transactions
All Related Party Transactions were done on an arm's length basis and in the ordinary
course of business. During the financial year under review were on an arm's length basis
and in ordinary course of business. Further, these contracts / arrangements / transactions
with related parties could not be considered material in nature as per the thresholds
given in Rule 15(3) of the Companies (Meetings of Board and its Powers) Rules, 2014 except
for which disclosure is given in Form AOC-2 Annexure-II in this regard.
The Board of Directors of the Company has reviewed the Policy on Related Party
Transactions on 1st February, 2025 and amended pursuant to the SEBI Notification No. SEBI/
LAD-NRO/GN/2024/218 dated 12th December 2024 vide SEBI (LODR)(3rd Amendment) Regulations,
2024. The amended policy on Related Party Transactions, as approved by the Board, may be
accessed on the Company's website at the link: Related- Party-Transaction-Policy.pdf
The details of Related Party Transactions, as required under Indian Accounting
Standard- 24 (Ind AS-24), are provided in the accompanying Financial Statements forming
part of this Annual Report. Form AOC-2 pursuant to Section 134 (3)(h) of the Companies
Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as
“Annexure- II” to this Report.
XXIX. 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 Notes to the Financial Statements.
XXX. Statement indicating development and implementation of a risk management policy
for the company including identification therein of elements of risk, if any, which in the
opinion of the Board may threaten the existence of the company:
Your company understands that risk evaluation and risk mitigation is a function of the
board of directors of the company. The Board is fully committed to developing a sound
system for identification and mitigation of applicable risks?viz., systemic and
non-systemic?on a continuous basis. The board is of the opinion that at present, there
are no material risks that may threaten the very existence and functioning of your
company.
XXXI. Audit Trail Applicability (Audit and Auditors) Rules 2014 - Rule 11 of the
Companies Act 2013:
The Company has used accounting software for maintaining its books of account for the
financial year ended March 31st , 2025 which has a feature of recording audit
trail (edit log) facility and the same has operated throughout the year for all relevant
transactions recorded in the software's.
XXXII. Disclosures under Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013:
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. 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.
The following is a summary of sexual harassment complaints received, disposed off and
pending beyond 90 days during the year:
No. of complaints received: NIL
Number of complaints disposed off: NIL
Number of complaints pending beyond 90 days: NIL
The above reflects the Company's commitment to timely and effective redressal of
complaints.
XXXIII. Compliance With the Maternity Benefit Act, 1961:
The Company has complied with the provisions of the Maternity Benefit Act, 1961,
including all applicable amendments and rules framed thereunder. The Company is committed
to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible
women employees are provided with maternity benefits as prescribed under the Maternity
Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from
dismissal during maternity leave.
The Company also ensures that no discrimination is made in recruitment or service
conditions on the grounds of maternity. Necessary internal systems and HR policies are in
place to uphold the spirit and letter of the legislation.
XXXIV. Gender-Wise Composition of Employees:
In alignment with the principles of diversity, equity, and inclusion (DEI), the Company
discloses below the gender composition of its workforce as on the March 31st ,
2025.
Male Employees: 1
Female Employees: 2
Transgender Employees: 0
This disclosure reinforces the Company's efforts to promote an inclusive workplace
culture and equal opportunity for all individuals, regardless of gender.
XXXV. Downstream Investment:
The Company neither have any Foreign Direct Investment (FDI) nor invested as any
Downstream Investment in any other Company in India.
XXXVI. Details of significant & material orders passed by the regulators or courts
or tribunal impacting the going concern status and company's operation in future
During the year under review there was no such orders passed by the regulators or
courts or tribunals impacting the going concern status and company's operations in future.
XXXVII. The Details of Difference Between Amount of the Valuation Done at the Time of
One Time Settlement (Ots) and the Valuation Done While Taking Loan.
Pursuant to Section 134(3)(q) of the Companies Act read with Rule 8(5)(xii) of
Companies (Accounts) Rules, 2014,the Company has not made any OTS with the banks
/financial institutions during the year under review, hence, no valuation was done
XXXVIII. Board Evaluation
The Board of Directors has carried out an annual evaluation of its own performance,
Board committees and individual directors pursuant to the provisions of the Act and the
corporate governance requirements as prescribed by Securities and Exchange Board of India
under the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
The performance of the Board was evaluated by the Board after seeking inputs from all
the directors on the basis of the criteria such as the Board composition and structure,
effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the Board after seeking inputs from
the committee members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings, etc.
The Board of Directors of the Company and the Nomination and Remuneration Committee
reviewed the performance of the individual directors on the basis of the criteria such as
the contribution of the individual director to the Board and committee meetings like
preparedness on the issues to be discussed, meaningful and constructive contribution and
inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects
of his role.
In a separate meeting of Independent Directors, performance of non-independent
directors, performance of the Board as a whole and performance of the Chairman was
evaluated, taking into account the views of executive directors and non-executive
directors. The same was discussed in the Board meeting that followed the meeting of the
independent Directors, at which the performance of the Board, its committees and
individual directors was also discussed.
XXXIX. Corporate Governance
In terms of Clause 15(2)(a) of SEBI(LODR) Regulations, 2015 the compliance with the
Corporate Governance provisions as specified in Regulations 17 to 27 and clauses (b) to
(i) of sub regulation (2) of Regulation 46 and para C, D and E of schedule V are not
applicable to the Company. However, the Company has been observing best corporate
governance practices and is committed to adhere to the Corporate Governance requirements
on-going basis.
Corporate Governance is an ethically driven business process that is committed to
values aimed at enhancing an organization's brand and reputation. This is ensured by
taking ethical business decisions and conducting business with a firm commitment to
values, while meeting stakeholders' expectations. It is imperative that our company
affairs are managed in fair and transparent manner. This is vital to gain and retain the
trust of our stakeholders. A report on a Corporate Governance is appended to this report.
XL. Ratio of Remuneration
The information required pursuant to Section 197(12) read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies
(Particulars of Employees) Rules, 1975, in respect of employees of the Company and
Directors is furnished hereunder:
Ratio of remuneration of each director to the median remuneration of the employees of
the company and Percentage increase in remuneration of each Director and Key Managerial
Personnel for the financial year ended March 31st , 2025:
(INR in Thousands)
| Name and Designation |
Remuneration F.Y. 2024-25 |
% increase from the previous year |
| Mr. Karan Kamal Mohta (Executive Managing Director) |
1,680 |
6.66 |
| Mrs. Sudha Mohta (Executive Director and CFO) |
1,344 |
6.66 |
| Ms. Chandni Shah (Company Secretary & Compliance Officer) |
360 |
140 |
The particulars of the employees as required under Rule 5(2) and Rule 5(3) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to
the Company as none of the employees of the Company was in receipt of remuneration as
prescribed under the said Rules.
XLI. Remuneration Policy
The Board has, on the recommendation of the Nomination and Remuneration Committee
framed a policy for selection and appointment of Directors, Senior Management and their
remuneration.
XLII. Share Transfer System
All share transfer, dematerialization and related work is managed by Registrar and
Share Transfer Agent (RTA). M/s MUFG Intime India Private Limited (Formerly Link Intime
India Private Limited), is your Company's RTA. All share transfer requests, demat/remat
requests, correspondence relating to shares i.e. change of address, Power of Attorney,
etc. should be addressed to the registrar and transfer agents.
XLIII. Management Discussion and Analysis Report
The Management Discussion and Analysis Report as required under Schedule V of the SEBI
(Listing Obligation and Disclosure Requirements) Regulation, 2015 forms part of this
report.
XLIV. Annual Performance Evaluation
The Board of Directors has carried out an annual evaluation of its own performance,
board committees, and individual directors pursuant to the provisions of the Act and
Listing Regulations. The performance of the Board was evaluated after seeking inputs from
all the Directors based on criteria such as the composition of the Board and its
committee, effectiveness of board processes, information and functioning, etc.
In a separate meeting of Independent Directors, performance of Non-Independent
Directors, the Board as a whole and the Managing Director of the Company was evaluated,
taking into account the views of the Executive Director and Non-Executive Directors.
XLV.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
a. Changes in the Composition of the Board of Directors:
a. On Basis of the recommendation of members of Nomination and Remuneration Committee,
the Board of Directors in the meeting held on 12th August, 2025 Approved the
appointment of Mr. Bharat Saboo, (DIN: 0317775) as a Non-Executive Independent Director on
the Board of the Company w.e.f 12th August, 2025 to hold office up to the
ensuing Annual General Meeting of the Company, subject to ratification by members of the
Company for his appointment as Independent Director for a term of Five (5) years
b. On Basis of the recommendation of members of Nomination and Remuneration Committee,
the Board of Directors in the meeting held on 12th August, 2025 Approved the
appointment of Mr. Sunil Kumar Sarda, (DIN: 08267727) as a Non-Executive Director on the
Board of the Company w.e.f 12th August, 2025 subject to the approval of the
shareholders at the ensuing Annual General Meeting.
b. Reconstitution of Committees:
The Board has approved the reconstitution of the following Committees with effect from
12th August, 2025
Audit Committee:
| Name of Director |
Director Identification Number (DIN) |
Category |
Designation |
| Mr. Vinodkumar Bajranglal Dalmia |
03018994 |
Chairperson |
Non-Executive- Independent Director |
| Mrs. Sudha Mohta |
01418054 |
Member |
Executive Director, CFO |
| Mr. Bharat |
03177753 |
Member |
Non-Executive- |
| Saboo |
|
|
Independent Director |
Nomination and Remuneration Committee:
| Name of Director |
Director Identification Number (DIN) |
Category |
Designation |
| Mr. Vinodkumar Bajranglal Dalmia |
03018994 |
Chairperson |
Non-Executive- Independent Director |
| Mr. Bharat Saboo |
03177753 |
Member |
Non-Executive- Independent Director |
| Mr. Sunil Kumar Sarda |
08267727 |
Member |
Non-Executive Director |
Stakeholder Relationship Committee:
| Name of Director |
Director Identification Number (DIN) |
Category |
Designation |
| Mr. Bharat Saboo |
03177753 |
Chairperson |
Non-Executive- Independent Director |
| Mr. Vinodkumar Bajranglal Dalmia |
03018994 |
Member |
Non-Executive- Independent Director |
| Mr. Sunil Kumar Sarda |
08267727 |
Member |
Non-Executive Director |
XLVI. Directors Responsibility Statement
According to the provisions of section 134(3)(c) of the Companies Act, 2013, the
directors confirm that:
i. in the preparation of annual accounts for the financial year ended 31st
March, 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;
ii. the accounting policies as selected are consistently applied and made judgments and
estimates that are reasonable and prudent manner so as to ensure true and fair view of the
state of affairs of the Company as at 31st March, 2025 and of the loss of the
Company for the year ended on that date;
iii. adequate accounting records are maintained in accordance with the provisions of
the Act for safeguarding the assets of the Company and for preventing and detecting fraud
and other irregularities;
iv. financial statements have been drawn up on a going concern basis;
v. 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; and
vi. 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.
XLVII. General
Your Directors state that no disclosure or reporting is required in respect of the
following matters as there were no transactions on these items during the year under
review:
a. Issue of equity shares with differential rights as to dividend, voting or otherwise;
b. The Company does not have any scheme of provision of money for the purchase of its
own shares by employees or by trustees for the benefit of employees;
c. No fraud has been reported by the Auditors to the Audit Committee or the Board.
d. There are no shares lying in demat suspense account/unclaimed suspense account.
Hence no disclosure is required to be given for the same.
e. The Company has not developed and implemented any Corporate Social Responsibility
initiatives as the provisions of section 135 of the Companies Act, 2013 along with
Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable.
XLVIII. 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 Companies Act,
2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished as follows:
A) Conservation of energy
| (i) he steps taken or impact on conservation of energy |
- |
| (ii) he steps taken by the company for utilizing Internet sources of
energy |
- |
| (iii) he capital investment on energy conservation equipment's |
- |
B) Technology absorption
| (i) he efforts made towards technology absorption - |
|
| (ii) he benefits derived like product improvement, cost eduction, product
development or import substitution |
|
| iii) In case of imported technology (imported during the ast three years
reckoned from the beginning of the financial year)- |
|
| a) the details of technology imported |
- |
| b) the year of import; |
- |
| whether the technology been fully absorbed |
- |
| d) if not fully absorbed, areas where absorption has ot taken place, and
the reasons thereof |
- |
| iv) he expenditure incurred on Research and development - |
|
Your Company does not carry on any business which requires or where the conservation of
energy or technology absorption is mandatorily required.
XLIX. Transfer of Amounts to Investor Education and Protection Fund
Your Company did not have any funds lying unpaid or unclaimed for a period of seven
years. Therefore, there were no funds which were required to be transferred to Investor
Education and Protection Fund (IEPF).
L. Details of Application made or proceeding pending under insolvency and Bankruptcy
Code, 2016
During the year under review, pursuant to Section 134(3) (q) of the Companies Act, 2013
read with Rule 8(5)(xi) of Companies (Accounts) Rules,2014, there was no applications /
proceedings under insolvency and bankruptcy code, 2016 has been initiated against the
Company.
LI. Acknowledgment
Your directors wish to thank the stakeholders of the company for their continued
support and cooperation and employees for their dedication and the excellence they have
displayed in conducting the business operations of the company.
Date: 29/08/2025
Place: Mumbai
