TO, SHREE MANUFACTURING COMPANY LIMITED
THE MEMBERS,
Your Directors have pleasure in presenting their 48th Annual Report on the
business and operations of the Company and the accounts for the Financial Year ended March
31, 2025.
1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY
The financial statements for the year ended 31st March, 2025 have been
restated in accordance with Ind AS for comparative information.
Financial Summary as under:
| Particulars |
2024-2025 |
2023-2024 |
Gross Income |
25,39,905 |
0 |
Net Profit/(Loss) Before Tax |
-16,962 |
-33,60,395 |
Provision for Tax |
0 |
0 |
Net Profit/(Loss) After Tax |
-16,962 |
-33,60,395 |
Balance of Profit brought forward |
0 |
0 |
Balance available for appropriation |
0 |
0 |
Proposed Dividend on Equity Shares |
0 |
0 |
Tax on Proposed Dividend |
0 |
0 |
Transfer to General Reserve |
0 |
0 |
Surplus carried to Balance Sheet |
-16,962 |
-33,60,395 |
2. DIVIDEND
Considering the present financial status of the Company, your directors do not
recommend any dividend for the year under report.
3. RESERVES AND SURPLUS
The total reserves for the financial year 2024-2025 is Rs. -16,962/-.
4. CHANGE IN SHARE CAPITAL
There are no Changes in the Capital Structure of the Company.
5. BUSINESS OUTLOOK
The Directors are under the process of exploring other avenues of diversifying into new
areas of business.
6. COMPANY'S PERFORMANCE AFFAIR
Your Directors are positive about the Company's operations and making best efforts to
implement the cost reduction measures to the extent feasible.
7. FIXED DEPOSITS
Your Company has not accepted any deposits within the meaning of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
8. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Company has received declaration from all the Independent Directors of the Company
confirming that they meet criteria of independence as prescribed under Section 149(6) of
the Companies Act, 2013.
9. CHANGE IN NATURE OF BUSINESS
During the year, there has been no change in the nature of business of the Company.
Company is in the Business of Agriculture and Retail Trading.
10. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION
No material changes and commitments, affecting the financial position of the Company
occurred between the end of the Financial Year of the Company i.e. 31st March,
2025 and the date of this Directors' Report i.e. 22nd August, 2025 except as
mentioned in this Report.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with provisions of the Companies Act, 2013, Vishal Pankaj Dedhia, who
retires by rotation at the ensuing Annual General Meeting and being eligible, offers
himself for reappointment.
We regret to inform you that one of the family members of Mr. Samir Sampat, Independent
Director of the Company informed the Company on 02-07-2025 about the sudden and sad demise
of Mr. Samir Sampat on 01-07-2025.
We offer Shradhanjali to the Board Member Mr. Samir Sampat who contributed in decision
making in Board Meetings and guided the Board at various occasions. His guidance and
experience was treasure for the Company for managing the Companies operations.
Mr. Samir Sampat's sudden and unexpected passing away will be an irreparable loss to
the Company and all the Directors and employees of the Company convey deep sympathy,
sorrow and condolences to his family.
Furthermore, Company appointed Mr. Manish Chandak and Mr. Aditya Soni in the Board
Meeting held on 27-03-2025 as an Additional Independent Directors of the Company and in
the said Meeting Board Members noted the Resignation of Mr. Sidharth Jain and Ms. Prajakta
Mestry from the post of Independent Director of the Company.
The Company has received declaration from all the Independent Directors of the Company
confirming that they meet criteria of independence as prescribed under Section 149(6) of
the Companies Act, 2013.
12. MEETINGS
A calendar of Meetings is prepared and circulated in advance to the Directors. During
the year Six Board Meetings and Four Audit Committee Meetings were convened and held. The
details are given as under.
Sr. No. |
Date Board Meeting |
Sr. No. |
Date Audit Committee |
1 |
27-03-2025 |
1 |
10-02-2025 |
2 |
10-02-2025 |
2 |
13-11-2024 |
3 |
13-11-2024 |
3 |
30-08-2024 |
4 |
30-08-2024 |
4 |
22-05-2024 |
5 |
16-07-2024 |
|
|
6 |
22-05-2024 |
|
|
The intervening gap between the Meetings was within the period prescribed under the
Companies Act, 2013.
13. BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an
annual performance evaluation of its own performance, the directors individually as well
as the evaluation of the working of its Audit, Nomination & Remuneration and
Compliance Committees.
14. COMMITTEES OF THE BOARD
There are currently three committees of the Board, as following:
1) Audit Committee
The composition of the Audit Committee is as under:
Sr. No. |
Name |
Category |
Designation |
1 |
HETAL DAVE |
Independent Director |
Chairman |
2 |
ADITYA SONI |
Independent Director |
Member |
3 |
MANISH CHANDAK |
Independent Director |
Member |
2) Nomination and Remuneration Committee
The composition of the Nomination and Remuneration Committee is as under:
Sr. No. |
Name |
Category |
Designation |
1 |
HETAL DAVE |
Independent Director |
Chairman |
2 |
ADITYA SONI |
Independent Director |
Member |
3 |
MANISH CHANDAK |
Independent Director |
Member |
3) Stakeholders Relationship Committee
The composition of the Stakeholders Relationship Committee is as under:
Sr. No. |
Name |
Category |
Designation |
1 |
HETAL DAVE |
Independent Director |
Chairman |
2 |
ADITYA SONI |
Independent Director |
Member |
3 |
MANISH CHANDAK |
Independent Director |
Member |
15. REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration Committee
framed a policy for selection and appointment of Directors, Senior Management and their
remuneration.
16. DIRECTOR'S RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act, 2013, the directors would like to
state that: a) In the preparation of the annual accounts, the applicable accounting
standards have been followed. b) The directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were reasonable and
prudent so as to give true and fair view of the state of affairs of the Company for the
year under review. c) The directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities. d) The directors have prepared the annual accounts on a going
concern basis. e) The directors have laid down internal financial controls to be followed
by the Company and that such internal financial controls are adequate and were operating
effectively. f) The directors have devised proper system to ensure compliance with the
provisions of all applicable laws and that such system were adequate and operating
effectively.
17. AUDITORS
LAXMI TRIPTI & ASSOCIATES, Chartered Accountant Firm (FRN: 009189C) as the
Statutory Auditor of the Company to hold office from the conclusion of this Annual General
Meeting (AGM) till the conclusion of the 52nd AGM of the Company to be held in the year
2029. However, due to other arrangements the Statutory Auditors have resigned w.e.f
23-08-2025.
Pursuant to the provisions of Section 139 of the Companies Act, the rules framed
thereafter and other applicable provisions, if any, M/s Ramanand & Associates,
Chartered Accountants, Thane, are appointed as statutory auditors of the Company from the
Conclusion of 48th Annual General Meeting of the Company till the Conclusion of
53rd Annual General Meeting to be held in the year 2030.
18. INTERNAL AUDIT
At the beginning of each financial year, an audit plan is rolled out with approval of
the Company's Audit Committee. The Plan is aimed at evaluation of the efficacy and
adequacy of internal Control systems and Compliance thereof, robustness of Internal
Processes, policies and accounting procedures and Compliance with laws and regulations.
Based on the reports of Internal Audit, process owners undertake corrective action in
their respective areas. Significant Audit Observations and corrective actions are
periodically presented to the Audit Committee of the Board.
19. AUDITORS' REPORT
The Directors are of opinion that the comments in the Auditors report are
self-explanatory and do not call for any further explanations.
20. INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS:
The Company has an adequate system of Internal Financial Control Commensurate with its
size and scale of operations, procedures and policies, ensuring efficient and orderly
conduct of its business, including adherence to the Company's policy, safeguarding of its
assets, prevention and detection pf frauds and errors, accuracy and completeness of
accounting records and timely preparation of reliable financial Information.
Based on the assessment carried out by the Management and the evaluation of the results
of the assessment, the Board is of the opinion that the Company has adequate Internal
Financial Control System that is operating effectively during the year under review. There
are no instances of fraud which necessitates reporting of material mis-statement to the
Company's operations.
21. REPORTING FRAUDS
During the year under review, there have been no frauds reported by the Statutory
Auditors of the Company under sub-section (12) of Section 143 of the Act.
22. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE
FINANCIAL YEAR
During the year under review and till date of this Report, the Company has neither made
any application against anyone nor were any proceedings pending against the Company under
the Insolvency and Bankruptcy Code, 2016.
23. 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 systems and HR Policies are in place to
uphold the Spirit and letter of Legislation.
24. 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 31, 2025.
Male Employees: 1 Female Employees: 1 Transgender Employees: NIL
This disclosure reinforces the Company's efforts to promote an inclusive workplace
culture and equal opportunity for all individuals, regardless of gender.
25. DOWNSTREAM INVESTMENT
The Company neither have any Foreign Direct Investment (FDI) nor invested as any
Downstream Investment in any other Company in India.
26. SECRETARIAL AUDIT REPORT
In terms of Section 204 of the Act and Rules made there under, M/S. PAYAL TACHAK &
ASSOCIATES, PRACTICING COMPANY SECRETARIES had been appointed as Secretarial Auditor of
the Company for the Financial Year 2024-2025.
Secretarial Auditor's observation and Management's explanation to the Auditor's
observation
1. Regulation 47 of the SEBI (Listing obligations and Disclosure Requirements)
Regulation, 2015,
2. Section 108 of the Companies Act 2013 read with Rule 20 of the Companies
(Management and Administration), Rules, 2014
3. Section 91 of the Companies Act 2013 read with Rule 10 of the Companies
(Management and Administration) Rules, 2014 Publication of Results audited and unaudited
in newspaper, E-voting, News Paper Advertisement for Book Closure.
4. Regulation 14 of the SEBI (Listing Obligations and Disclosures Requirements)
Reg. 2015- Payment of Annual Listing fees to Stock Exchange within 30 days from Financial
Year end. Delay in Payment of Listing fees for 2024-2025.
Reply from Management:
For Point Number 1, 2 and 3:
The Company has not been doing that since the financial position of the Company does
not allow Board to incur such expenditure keeping in mind that the results are made
available for investors and market through Stock Exchange. The Company, on timely basis
submits the results to the Exchange to bring the information in public domain.
For Point Number 4:
The Company made delayed payment of Listing fees to the BSE Limited for Financial Year
2024-2025. Management will try to ensure to make the timely payments in the future.
The report of the Secretarial Auditors is enclosed as ANNEXURE I to this report.
27. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERAL MEETINGS.
The Company has complied with Secretarial Standards issued by the Institute of Company
Secretaries of India on Board Meetings and General Meetings.
28. UNSECURED LOAN FROM DIRECTOR
During the year under review, the Company has not accepted any unsecured loan from the
Directors or their relatives.
29. COMPANY'S POLICY RELATING TO APPOINTMENT, PYMENT OF REMUNERATION TO DIRECTORS, AND
DISCHARGE OF THEIR DUTIES:
The provisions of Section 178(1) relating to the constitution of the Nomination and
Remuneration Committee is not applicable to the Company and hence the Company has not
devised any policy as required under Section 178 of the Companies Act, 2013.
30. DISCLOSURE UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND 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 workplace (Prevention, Prohibition and Redressal)
Act, 2013 (“SH Act”). Internal Complaints Committees have been set up in
accordance with the provisions of SH Act at the work place to redress sexual harassment
compliant received. All employees (permanent or contractual trainees) are covered under
the policy.
No compliant was received from any employees of the Company or otherwise during the
financial year 2024-2025 and hence no complaint is outstanding as on 31 March, 2025 for
Redressal.
31. VIGIL MECHANISM
In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013,
a Vigil Mechanism for directors and employees to report genuine concerns has been
established. The Vigil Mechanism Policy has been uploaded on the website of the Company
under investors/policy documents/Vigil Mechanism Policy link.
32. RISK MANAGEMENT POLICY
The Company has laid down a well-defined Risk Management Policy. The Board periodically
reviews the risk and suggests steps to be taken to control and mitigation the same through
a proper defined framework.
33. RELATED PARTY TRANSACTION
In line with the requirements of the Act and the SEBI Listing Regulations, the Company
has formulated a Policy on Related Party Transactions.
However, during the year the Company has not entered any new contracts or arrangements
with Related Parties in terms of Sec 188 of the Companies Act, 2013. Accordingly, the
Disclosure of related Party transactions as required under Section 134(3)(h) of the Act in
Form AOC 2 is applicable to the Company for FY 2024-2025.
Details of transactions entered into by the Company, in terms of IND AS 24 have been
disclosed in the notes to the Standalone/Consolidated financial Statements forming part of
this Report.
34. EXTRACT OF ANNUAL RETURN
The Annual Return for Financial Year 2024-2025 as per provisions of the Act and Rules
thereto, is available on the Company's website at www.smcl.in.
35. CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is applicable to the
Members of the Board and all employees in the course of day-to-day business operations of
the company. The code laid down by the Board is known as “code of business
conduct” which forms an Appendix to the Code. The Code has been posted on the
Company's website.
36. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company has an effective internal control and risk-mitigation system, which are
constantly assessed and strengthened with new/revised standards operating procedures. The
Company's internal control system is commensurate to the size, scale and complexities of
its operations.
37. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO
Conservation of energy, technology absorption, foreign exchange earnings and outgo are
Nil during the year under review.
38. INDUSTRIAL RELATIONS
During the year under review, your Company enjoyed cordial relationship with workers
and employees at all levels.
39. LISTING WITH STOCK EXCHANGES
The Company is listed with BSE Ltd. And CSE Ltd.
40. OTHER INFORMATION
Your Directors hereby states 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:
1. During the year under review, the Company has not made any investments or
given guarantee's or provided securities falling under the provisions of Section 186 of
the Companies Act, 2013.
2. The Provision of Section 135 of the Act with respect to Corporate Social
Responsibility (CSR) is not applicable to the Company, hence, there is no need to develop
policy on CSR and take initiative thereon;
3. The Company does not have any subsidiary, joint venture or, associate
Company, hence, no need to state anything about the same;
4. The Company has not accepted deposits covered under Chapter V of the Act;
5. No significant material orders were passed by the regulators or courts or
tribunals impacting the going concern status and company's operations in future.
6. Since, the Company having paid-up capital less than the threshold provided
under Regulation 27 (2) of Listing Regulations, hence, the Company need not required to
address Reports on Corporate Governance, certificate/s pertains thereto.
7. There are no employees who are in receipt of salary in excess of the limits
prescribed under Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.
8. The Company is not required to maintain cost records as specified by the
Central Government under sub section (1) of Section 148 of the Companies Act, 2013.
41. ACKNOWLEDGEMENTS
An acknowledgement to all with whose help, cooperation and hard work the Company is
able to achieve the results.
|
FOR AND ON BEHALF OF THE BOARD OF DIRECTOR |
|
PLACE: MUMBAI |
VISHAL DEDHIA |
HETAL DAVE |
DATE: 23-08-2025 |
MANAGING DIRECTOR |
DIRECTOR |
|
DIN: 00728370 |
DIN: 08397075 |
