To
Dear Members,
Shreyas Intermediates Limited (CIN: L24120PN1989PLC145047) Mumbai
Your Directors are pleased to present the 36th Annual Report
of the Company together with the Audited Financial Statements for the year ended 31st
March, 2025.
SUMMARY OF FINANCIAL RESULTS OF THE COMPANY:
Particulars |
Standalone Figures (Rs. in
Lacs) |
|
2024-25 |
2023-24 |
| Total Turnover & Other Income |
52.00 |
51.00 |
| Less : Manufacturing and Other Expenses |
38.00 |
38.00 |
| Profit / (Loss) before interest and
Depreciation |
11.00 |
12.00 |
| Less : Finance Costs (Interest) |
0.00 |
0.00 |
| Profit / (Loss) after Interest |
11.00 |
12.00 |
| Less : Depreciation and Misc. Expenses
written off |
170.00 |
170.00 |
| Net Profit / (Loss) before Extra-Ordinary
Items |
(159.00) |
(158.00) |
| Less : Exceptional Items |
NIL |
NIL |
| Net Profit / (Loss) Before Tax |
(159.00) |
(158.00) |
| Add / Less: Provision for Tax (including
Deferred Tax) |
NIL |
NIL |
| Profit/(Loss) after tax |
(159.00) |
(158.00) |
| Earnings Per Share (EPS) |
(0.22) |
(0.22) |
During the year under review, your Company generated total revenue
including other income was '52 lacs against previous year 51 lacs and the financial
year has ended up with a net profit of ‘159 lacs, which is almost 1 times higher as
compared to previous year.
DIVIDEND:
During the year, your directors have not recommended any dividend for
the year in order to accumulate the reserve.
DEPOSITS:
Your Company has not accepted any deposits within the meaning of
Section 73 (1) and 74 of the Companies Act, 2013 read together with the companies
(Acceptance of Deposits) Rules, 2014. Your Company held no deposit in any form from anyone
during the year 31st March, 2025, which was overdue or unclaimed by the depositors.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND:
The Company was not required to transfer any amount to unclaimed
dividend to investor education and protection fund.
CHANGE IN THE NATURE OF BUSINESS, IF ANY:
There was no change in the nature of business of the Company during the
year.
TRANSFER TO RESERVES:
No fund was transferred to General Reserve.
BOARD OF DIRECTORS AND KMPS:
The Composition of the Board during the year under review was as per
the provisions of Regulation 17(1) of listing regulation read with the Companies Act,
2013. Pursuant to Section 152 of the Companies Act, 2013 Mr. Dinesh Shankarlal Sharma
(DIN: 01231046), Director, retires by rotation at the ensuing Annual General Meeting and
being eligible offers himself for re-appointment. Your Board has recommended his
re-appointment. There was a change in the management of the Company due to resignation on
Board of Mr. Surya Prakash Sitaram Pandey during the year under review. None of the
Directors are disqualified for appointment/re-appointment under Section 164 of the Act. As
required by law, this position is also reflected in the Auditors' Report.
As required under Regulation 36(3) of the listing Regulations with the
stock exchanges, the information on the particulars of Directors proposed for
appointment/re appointment has been given in the notice of annual general meeting.
DIRECTORS' RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134 (3) (c) and 134 (5) of
the Companies Act, 2013, and based on the information provided by management, your
Directors' state that: (a) In the preparation of the annual accounts for the
financial year ended 31st March, 2025 the applicable accounting standards have been
followed. (b) Directors have selected such Accounting policies 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 corporation as at the end of 31st March, 2025 and
of the profit of the Company for the year ended on that date. (c) Director have taken
Proper and sufficient care to the best of their knowledge and ability 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. (d) Directors have prepared the annual accounts on a ‘going
concern' basis; (e) Director have laid down internal financial controls commensurate
with the size of the Company and that such financial controls were adequate and were
operating effectively; and (f) Directors have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems are adequate and
operating effectively.
DECLARATION OF INDEPENDENCE BY DIRECTORS:
The Independent Non-executive Directors of the Company, viz. Mr.
Nainesh Sumantrai Desai (DIN 08452630), Mrs. Neelam Yashpal Arora (DIN 01603068), have
affirmed that they continue to meet all the requirements specified under Regulation
16(1)(b) of the listing regulations in respect of their position as an "Independent
Director" of Shreyas Intermediates Limited. The Independent Directors of the Company
have confirmed compliance of relevant provisions of Rule 6 of the Companies (Appointments
and Qualifications of Directors) Rules, 2014. The N&R Committee had adopted principles
for identification of Key Managerial Personnel, Senior Management including the Executive
Directors. Further, all the Independent Directors have submitted their disclosures to the
Board that they fulfill all the requirements as stipulated in Section 149(6) of the
Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, so as to qualify themselves to be appointed as
Independent Directors under the provisions of the Companies Act, 2013 and the relevant
rules. In terms of Regulation 25(8) of Listing Regulations, they have confirmed that they
are not aware of any circumstance or situation which exists or may be reasonably
anticipated that could impair or impact their liability to discharge their duties. The
Independent Directors of the Company have confirmed that they have enrolled themselves in
the Independent Directors' Databank maintained with the Indian Institute of Corporate
Affairs (‘IICA') in terms of Section 150 of the Act read with Rule 6 of the
Companies (Appointment & Qualification of Directors) Rules, 2014, as amended. The
Independent Directors have confirmed that they have complied with the Company's Code
of Business Conduct & Ethics. The Board is of the opinion that the Independent
Directors of the Company possess requisite qualifications, experience and expertise and
that they hold the highest standards of integrity. Details of Familiarization Programme
for the Independent Directors are provided separately in the Corporate Governance Report.
BOARD EVALUATION:
SEBI (Listing Obligations and Disclosures Requirements) Regulations,
2015 mandates that the Board shall monitor and review the Board evaluation framework. The
Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board
of its own performance and that of its committees and individual directors. The Schedule
IV of the Companies Act, 2013 states that the performance evaluation of independent
directors should be done by the entire Board of Directors, excluding the director being
evaluated. The Board as a whole was evaluated on various parameters like Board Composition
& Quality, Board Meetings and Procedures, adherence to the Code of Conduct etc. Based
on each of the parameter, the Board of Directors formed an opinion that performance of
Board as a whole has been outstanding. The Board approved the evaluation results as
collated by the Nomination and Remuneration Committee. Pursuant to the provisions of the
Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 a structured questionnaire was prepared. The performance Evaluation of
the Independent Directors was completed. Independent Directors Meeting and Nomination and
Remuneration Committee considered the performance of Non-
Independent Directors and the Committees and Board as whole, reviewed
the performance of the Chairman of the Company, taking into account the views of Executive
Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of
flow of information between the Company Management and the Board.
MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF
ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
Pursuant to the provisions of the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the performance
evaluation of the Independent Directors was completed. The evaluation framework for
assessing the performance of directors of your company comprises of contribution at
meetings, strategies perspective or inputs regarding the growth and performance of your
company among others. The performance evaluation of the Chairman and the Non-Independent
Directors was carried out by the Independent Directors. The Board of Directors expressed
their satisfaction with the evaluation process. Details of program for familiarization of
Independent directors of the company are accessible on yours company website at
http://www.shreyasintermediates.co.in/services.html.
MEETING OF INDEPENDENT DIRECTORS:
The meeting of Independent Directors was scheduled on 27th
May, 2024. All the Independent Directors were present in the meeting.
STATUTORY AUDITORS:
M/s. A. Sachdev Co., Chartered Accountants, (FRN: 001307C) has been
appointed as a Statutory Auditors of the Company for a second term from conclusion of 33rd
Annual General meeting of the Company for a period of five (5) years, till the conclusion
of the 37th Annual General Meeting of the Company which will be held in the
year 2027. The MCA vide its notification dated 7 May 2018 has amended Companies (Audit and
Auditors) Rules 2014 by Companies (Audit and Auditors) Amendment Rules 2018, which
dispense the requirement of members approval for ratification of appointment of Auditors
at every Annual General Meeting. Keeping the same in mind no such agenda item is included
in notice for the 36th AGM.
AUDITORS REPORT:
Observations made in the Auditors' Report are self-explanatory and
therefore do not call for any further comments under Section 134 (1) of the Companies Act,
2013.
INTERNAL AUDITORS:
The Internal and operational audit is entrusted to M/s. ATJ & Co
LLP (FRN: 113553W/W100314), Chartered Accountants. The main thrust of internal audit is to
test and review controls, appraisal of risks and business processes, besides benchmarking
controls with best practices in the industry. Your Company has an effective internal
control and risk-mitigation system, which are constantly assessed and strengthened with
new/revised standard operating procedures. The Company's internal control system is
commensurate with its size, scale and complexities of its operations. The Audit Committee
of the Board of Directors actively reviews the adequacy and effectiveness of the internal
control systems and suggests improvements to strengthen the same. The Audit Committee of
the Board of Directors, Statutory Auditors and the Key Managerial Personnel are
periodically apprised of the internal audit findings and corrective actions taken. Audit
plays a key role in providing assurance to the Board of Directors. Significant audit
observations and corrective actions taken by the management are presented to the Audit
Committee of the Board. To maintain its objectivity and independence, the Internal Audit
function reports to the Chairman of the Audit Committee.
SECRETARIAL AUDITORS AND THEIR REPORT:
M/s Pankaj S. Desai, Company Secretary in Practice was appointed to
conduct the secretarial audit of the Company for the financial year 2024-25, as required
under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit
Report for financial year 2024-25 is Annexure-A to this Board's Report.
Further, in terms of the provisions of the Circular No. CIR/ CFD/CMD1/27/2019 dated 8th
February, 2019 issued by Securities and Exchange Board of India (SEBI), M/s Pankaj S.
Desai, Practicing Company Secretaries have issued the Annual Secretarial Compliance Report
for the financial year ended 31st March, 2025, thereby confirming compliance of the
applicable SEBI Regulations and circulars / guidelines issued there under by the Company.
COMMENTS ON REMARKS/OBSERVATION/QUALIFICATION MADE BY SECREATARIRAL
AUDITORS:
Mr. Pankaj S. Desai, Company Secretary in Practice, in his Secretarial
Audit Report for financial year 2024-25 have drawn the attention of the management on some
the non-compliances or observations, which have been marked as qualification in his
report. In connection with the same management herewith give the explanation for the same
as follows: The management will make an application to RBI for seeking registration as
required under section 45(IA) of RBI Act, 1934. The Management will seek opinion of some
RBI professionals for making good of said default.
REPORTING OF FRAUDS BY AUDITORS:
During the year under review, the Statutory Auditors, Internal Auditors
and the Secretarial Auditors have not reported any instances of frauds committed in the
Company by its officers or employees of Audit Committee under Section 143(12) of the
Companies Act, 2013, details of which needs to be mentioned in this Report.
COMMITTEES OF THE BOARD:
The Board of Directors has the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders' Relationship Committee
The details of the Committees along with their composition, number of
meetings and attendance at the meetings are provided in the Corporate Governance Report.
SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:
During the year, there is no subsidiary, joint venture or associate of
the Company.
NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES,
JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:
There were no such Companies which have become or ceased to be its
subsidiaries, Joint Ventures or Associate Companies during the year.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
There were no contracts or arrangements or transactions with any
related parties which could be considered material in accordance with the policy of the
Company during the year under review. Hence, the Company is not required to disclose
details of the related party transactions in Form AOC-2 pursuant to clause (h) of
sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules,
2014.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The Company has not granted any loans, or provided any guarantees or
security to the parties covered under Section 185 of the Act. The Company has complied
with the provisions of Section 186 of the Act in respect of the investments made. Details
of the Loans, Investments and Guarantee covered under the provisions of Section 186 of the
Companies Act, 2013 (Act), has been given under notes forming parts of the Accounts and
same will be produced for verification to the members at the registered office of the
Company on their request.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
Conservation of Energy, Technology Absorption & Foreign Exchange
Earnings and Outgo Details of energy conservation and research and development activities
undertaken by the Company along with the information in accordance with the provisions of
Section 134 of Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014,
the extent as are applicable to the Company, are given in Annexure - ‘C'
to the Directors' Report.
REPORTS ON CORPORATE GOVERNANCE:
The Company is committed to maintain the highest standards of Corporate
Governance and adhere to the Corporate Governance requirements set out by SEBI. A Report
on Corporate Governance along with a Certificate from M/s Pankaj S. Desai, regarding
compliance with the conditions of Corporate Governance as stipulated under Regulation
34(3), Schedule V of SEBI (LODR) Regulations, 2015 with Stock Exchange read with the
relevant provisions of SEBI (Listing Obligations and Disclosures Requirements)
Regulations, 2015 forms part of this Report.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:
Management's Discussion and Analysis Report for the year under
review, as stipulated under Regulation 34 (3) read with Schedule Part V of the SEBI
(Listing Obligations and Disclosures Requirements) Regulations, 2015 with Stock Exchange
in India, is presented in a separate Section forming part of the Annual Report.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Board has adopted the policies and procedures for ensuring the
orderly and efficient conduct of its business, including adherence to the Company's
policies, the safeguarding of its assets, the prevention and detection of frauds and
errors, the accuracy and completeness of the accounting records, and the timely
preparation of reliable financial disclosures. The Company has an Internal Control System,
commensurate with the size, scale and complexity of its operations. To maintain its
objectivity and independence, the Internal Audit function reports to the Chairman of the
Audit Committee. The Internal Audit Department monitors and evaluates the efficacy and
adequacy of internal control system in the Company, its compliance with operating systems,
accounting procedures and policies at all locations of the Company. Based on the report of
internal audit function, process owners undertake corrective action in their respective
areas and thereby strengthen the controls. Significant audit observations and
recommendations along with corrective actions thereon are presented to Board. The Audit
Committee of the Board of Directors, Statutory Auditors and the Business Heads are
periodically apprised of the internal audit findings and corrective actions taken.
RISK MANAGEMENT AND INTERNAL CONTROLS:
The Company has the risk management and internal control framework in
place commensurate with the size of the Company. However Company is trying to strengthen
the same. The details of the risks faced by the Company and the mitigation thereof are
discussed in detail in the Management Discussion and Analysis report that forms part of
the Annual Report.
PARTICULARS OF EMPLOYEES AND RELATED INFORMATION:
There was no employee who was employed throughout the year and in
receipt of remuneration aggregating to Rs. 1,02,00,000/- p.a. or more or who was employed
for part of the year and in receipt of remuneration aggregating to Rs.8,50,000/- p.m. or
more.
LISTING OF SHARES:
Equity shares of your Company are listed on Bombay Stock Exchange only.
SHARE CAPITAL:
The paid up Equity Share Capital as on March 31, 2025 was Rs.
74,85,39,000 /- consisting of 74,85,39,00 Equity Shares of Rs.10/- each. During the year
under review, the Company has not issued any share with differential voting rights; nor
granted stock options nor sweat equity. As on March 31, 2025, none of the Directors and/or
Key Managerial Person of the Company hold instruments convertible in to Equity Shares of
the Company.
BUSINESS RESPONSIBILITY REPORT:
As the Company is not amongst top 500 or 1000 Companies by turnover on
Stock Exchanges, the disclosure of Report under of Regulation 34(2) of the Listing
Regulations is not applicable to the Company for the year under review.
MAINTENANCE OF COST RECORDS:
The maintenance of cost records for the services rendered by the
Company is not required pursuant to Section 148(1) of the Companies Act, 2013 read with
Rule 3 of Companies (Cost Records and Audit) Rules, 2014.
COMPLIANCE WITH SECRETARIAL STANDARDS:
The Board of Directors affirms that the Company has complied with the
applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries
of India.
POSTAL BALLOT & EGM :
The Company has conducted no Postal Ballot & EGM during F.Y.
2024-25.
ANNUAL RETURNS:
The Annual Return in Form MGT-7 for the financial year ended 31st March
2025 is available on the website of the Company at
http://www.shreyasintermediates.co.in/services.html.
CREDIT RATINGS:
During the year under review, the Company has not borrowed any money
and has not raised any funds. Hence, disclosure pertaining to utilization of funds and
Credit Rating is not applicable.
DETAILS OF UTILISATION OF FUND:
During the year, the Company has not raised any funds through
preferential allotment, right issue or qualified institutions placement, the details
required to be given under Regulation 32 of the Listing Regulations is not applicable to
the Company.
CEO AND CFO CERTIFICATION:
The Chief Executive Officer and Chief Financial Officer Certification
as required under Regulation 17(8) read with Part B of Schedule II of the SEBI(LODR)
Regulation, 2015 have been appended to this report.
CERTIFICATE OF NON- DISQUALIFICATION OF DIRECTORS
Certificate from secretarial auditor regarding none of the directors on
the board of the company have been debarred or disqualified from being appointed or
continuing as directors of companies by the Board/Ministry of Corporate Affairs or any
such statutory authority as per item 10(i) of Part C of Schedule V of the Securities
Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations 2015,
annexed to this report.
CHANGE IN NATURE OF BUSINESS OF THE COMPANY:
There was no change in the nature of Business of the Company during the
year under review.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY:
No material changes and commitments affecting the financial position of
the Company occurred during Financial Year 2024-25, till the date of this report. Further
there was no change in the nature of business of the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
During the year there are no significant and material orders passed by
the Regulators/Courts that would impact the going concern status of the Company and its
future operations.
SUSPENSE ESCROW DEMAT ACCOUNT/UNCLAIMED SHARES ACCOUNT
The Company does not have any of its securities lying in demat /
unclaimed suspense account arising out of public/bonus/right issues as at 31st March,
2025. Hence, the particulars relating to aggregate number of shareholders and the
outstanding securities in suspense account and other related matters does not arise.
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Company has established a vigil mechanism to provide appropriate
avenues to the Directors and employees to bring to the attention of the Management, the
concerns about behavior of employees that raise concerns including fraud by using the
mechanism provided in the Whistle Blower Policy. During the financial year 2024-25, no
cases under this mechanism were reported in the Company.
POLICY FOR PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE:
The company has framed policy in accordance with The Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the
financial year 2024-25, no cases in the nature of sexual harassment were reported at any
workplace of the company.
BANK AND FINANCIAL INSTITUTIONS:
Directors are thankful to their bankers for their continued support to
the company.
ACKNOWLEDGMENTS:
Your Directors convey their sincere thanks to the Government, Banks,
Shareholders and customers for their continued support extended to the company at all
times.
The Directors further express their deep appreciation to all employees
for commendable teamwork, high degree of professionalism and enthusiastic effort displayed
by them during the year.
ANNEXURE –A
FORM NO. MR-3 SECRETARIAL AUDIT REPORT
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014] To
The Members, Shreyas Intermediates Limited
D-21, D-22, D-23, M.I.D.C. Industrial Estate Lote Parshuram, Taluka -
Khed, Ratnagiri, Maharashtra, India, 415722
I have conducted the Secretarial Audit of the compliance of applicable
statutory provisions and the adherence to good corporate governance practices by M/s.
Shreyas Intermediates Limited (hereinafter called "the Company"). The
Secretarial Audit was conducted in a manner that provided us a reasonable basis for
evaluating the corporate conducts/statutory compliances and expressing our opinion
thereon.
Based on my verification of the Company's books, papers, minute books,
forms and return is filed and other records maintained by the Company and also the
information provided by the Company, its officers, agents and authorized representatives
during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company
has, during the audit period covering the financial year ended on 31st March, 2025, has
complied with the statutory provisions listed hereunder and also that the Company has
proper Board- processes and compliance-mechanism in place to the extent, in the manner and
subject to the reporting made hereinafter: I have examined the books, papers;
minutes' books, forms and returns filed and other records maintained by Company for
the financial year ended on 31st March, 2025 according to the provisions of:
1. The Companies Act, 2013 (‘the Act') and the Rules made
there under;
2. The Securities Contracts (Regulation) Act, 1956 and the Rules made
there under;
3. The Depositories Act, 1996 and the Regulations and Bye-laws framed
there under;
4. Foreign Exchange Management Act, 1999 and the rules and regulations
made there under to the extent of Overseas Direct Investment and External Commercial
Borrowings;
5. The following Regulations and Guidelines prescribed under the
Securities and Exchange Board of India Act, 1992:
(a) The Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations, 2011, as amended;
(b) The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015, as amended;
(c) The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018, as amended;
(d) The Securities and Exchange Board of India (Share Based Employee
Benefits) Regulations, 2014 and The Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021; and amendments from time to time
(Not applicable to the Company);
(e) The Securities and Exchange Board of India (Issue and Listing of
Debt Securities) Regulations, 2008 and The Securities and Exchange Board of India (Issue
and Listing of Non-Convertible Securities) Regulations, 2021 (Not applicable to the
Company);
(f) The Securities and Exchange Board of India (Registrars to an issue
and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with
client; as amended (Not applicable to the Company during the Audit period);
(g) The Securities and Exchange Board of India (Delisting of Equity
Shares) Regulations, 2021, as amended (Not applicable to the Company);
(h) The Securities and Exchange Board of India (Buyback of Securities)
Regulations, 2018, as amended, (Not applicable to the Company);
(i) The Securities and Exchange Board of India (Depositories and
Participants) Regulations, 2018;
As informed and certified by the management the following are the laws
applicable specifically to the Company as per its business activity:
Factories Act, 1948; Industrial Disputes Act, 1947; The Minimum Wages
Act, 1948;
Boiler Act 1923 and Maharashtra Boiler Rules, 1962 The Industrial
Employment (Standing Order) Act, 1946; The Child Labour (Prohibition and Regulation) Act,
1986; The Maternity Benefit Act, 1961; The Environment (Protection) Act, 1986; Water
(Prevention and Control of Pollution) Act, 1974; Air (Prevention and Control of Pollution)
Act, 1981;
Hazardous Wastes (Management, Handling and Transboundary Movement)
Rules, 2008 The Employees Provident Fund & Miscellaneous Provisions Act, 1952; The
Payment of Gratuity Act, 1972; The Payment of Bonus Act, 1965; The Central Sales Tax Act,
1956 & other applicable state Sales Tax Acts; The Professional Tax Act, 1975; The
Income Tax Act, 1961; The Finance Act, 1994 (Service Tax); Central Excise and Customs Act;
Standard of Weight And Measures Act, 1976; Essential Commodities Act, 1955; Explosive Act
1884; Explosive Substance Act, 1908; The Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013; Maharashtra Shops and Establishments
Act, 1948.
I have also examined compliance with the applicable clauses of the
following
(i) Secretarial Standards (SS-1 and SS-2) issued by The Institute of
Company Secretaries of India; and
(ii) The Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (As amended).
During the period under review, the Company has complied with the
provisions of the Act, Rules, Regulations, Guidelines, Standards, etc.
I further report that:
(i) The Board of Directors of the Company is duly constituted with
proper balance of Executive Directors, Non-Executive Directors and Independent Directors.
The changes made in the composition of the Board of Directors that took place during the
period under review were carried out in compliance with the provisions of the Act.
(ii) Adequate notice is given to all directors to schedule the Board
and Committee Meetings, agenda and detailed notes on agenda were sent at least seven days
in advance, and a system exists for seeking and obtaining further information and
clarifications on the agenda items before the meeting and for meaningful participation at
the meeting.
(iii) Decisions at the Board Meetings, as represented by the management
and recorded in minutes, were taken unanimously. (iv) Majority decision is carried
through, while the dissenting members' views are captured and recorded, if any as
part of the minutes.
(v) There are adequate systems and processes in the Company,
commensurate with the size and operations of the Company to monitor and ensure compliance
with applicable laws, rules, regulations and guidelines. (vi) The shareholding of
Promoters ill the Company is not fully in dematerialized form in terms of Regulation 31(2)
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Compliance by the company of applicable Financial Laws like Direct
& Indirect Tax Laws, Goods and Service Tax has not been reviewed in the audit since
the same has been subject to the review by the statutory financial audit and other
designated professionals.
I further report that during the audit period, there were no instances
of:
Public/Rights/ debentures/ sweat equity. Redemption/buy-back of
securities. Merger/ amalgamation/ reconstruction etc. Foreign technical collaborations.
Notes:
1. This report is to be read with our letter of even date which is
annexed as "Annexure A" and forms an integral part if this report.
ANNEXURE-A TO THE SECRETARIAL AUDIT REPORT
To
The Member,
Shreyas Intermediates Limited
Our report of even date is to be read along with this letter.
Management's Responsibility
1) It is the Responsibility of Management of the Company to maintain
Secretarial records, device proper systems to ensure compliance with the provisions of all
applicable laws and regulations and to ensure that the systems are adequate and operate
effectively.
Auditor's Responsibility
2) I have followed the audit practices and processes as were
appropriate to obtain reasonable assurance about the correctness of the contents of the
Secretarial records. The verification was done on the test basis to ensure that correct
facts are reflected in Secretarial records. I believe that the processes and practices, I
followed provide a reasonable basis for our opinion.
3) I have not verified the correctness and appropriateness of financial
records and books of accounts of the Company.
4) Wherever required, I have obtained the Management representation
about compliance of laws, rules and regulations and happenings of events etc.
5) The compliance of provisions of Corporate and other applicable laws,
rules, regulations, standards is the responsibility of the management. Our examination was
limited to the verification of procedures on test basis.
Disclaimer
6) The Secretarial Audit Report is neither an assurance as to the
future viability of the Company nor of efficacy or effectiveness with which the management
has conducted the affairs of the Company.
ANNEXURE –B
FORM NO. AOC -2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act
and Rule 8(2) of the Companies (Accounts) Rules, 2014
Form for Disclosure of particulars of contracts/arrangements entered
into by the company with related parties referred to in sub section (1) of section 188 of
the Companies Act, 2013 including certain arm's length transaction under third
proviso thereto.
1. Details of contracts or arrangements or transactions not at
Arm's length basis. None
2. Details of material contracts or arrangement or transactions at
arm's length basis:
|
|
|
|
Quantum |
/ |
|
|
Relationship with |
|
|
|
Name of the Related Party |
|
|
Nature of Transaction |
Amount |
of |
|
|
Related Party |
|
|
|
|
|
|
|
Transaction |
|
| Kesar Petroproducts Ltd. |
|
Common Promoters |
Sale/Purchase Of Goods |
Rs. 125 Crore |
|
|
|
|
|
|
|
|
|
Deemed Promoter |
|
|
|
| Malvika Herbopharma Pvt. Ltd. |
|
|
Rent |
Rs. 1.5 crore |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Kesar Petroproducts Ltd. |
|
Deemed Promoter |
Inter Company Deposits |
Rs. 15 crore |
|
| Niyati Ventures Pvt Ltd. |
|
Deemed Promoter |
Rent |
Rs. 0.5 crore |
|
| Kesar Petroproducts Ltd. |
|
Common Promoters |
Rent |
Rs. 1.5 crore |
|
|
|
|
Intercompany Loans and |
|
|
| Malvika Herbopharma Pvt. Ltd. |
|
Deemed Promoter |
|
Rs. 1.5 crore |
|
|
|
|
Borrowings |
|
|
* Above mentioned transactions is not material in nature; however they
are still being provided here for disclosure purpose.
By Order of the Board of Directors
Annexure – C
Conservation of Energy, Technology Absorption, Foreign Exchange Earning
and Outgo, Etc.
Form for Disclosure of particulars of contracts/arrangements entered
into by the company with related parties referred to in sub section (1) of section 188 of
the Companies Act, 2013 including certain arm's length transaction under third
proviso thereto.
(A) Conservation of energy |
|
| (i) |
The steps taken or impact on conservation of
energy |
NIL |
| (ii) |
The steps taken by the company for utilizing
alternate sources |
Exploring the possibility of power
generation through |
|
of energy |
sulphuric acid. |
| (iii) |
The capital investment on energy
conservation equipment's |
Nil |
(B) Technology absorption: |
|
| (i) |
The efforts made towards technology
absorption |
NIL |
| (ii) |
The benefits derived like product
improvement, cost |
NIL |
|
reduction, product development or import
substitution |
|
| (iii) |
In case of imported technology (imported
during the last three |
NIL |
|
years reckoned from the beginning of the
financial year) |
|
| (iv) |
The expenditure incurred on research and
development |
NIL |
(C) Foreign exchange earnings
and outgo. |
NIL |
By Order of the Board of Directors
