Dear Members,
The Directors of your Company have pleasure in presenting their 03rd Annual
Report of the business and operations of the Company along with the Audited Financial
Statements for the financial year ended 31st March, 2025.
FINANCIAL RESULTS
The financial performance of your Company for the financial year ended on 31st
March, 2025 is as under: (Rs. In Lacs)
| Particulars |
2024-2025 |
2023-2024 |
Revenue from Operations |
10,669.84 |
408.12 |
Other Income |
1.48 |
2.75 |
| Total Revenue |
10,671.32 |
410.87 |
Purchase of Stock in trade |
10,787.97 |
453.85 |
Change in Inventories |
(681.31) |
(108.15) |
Employee Benefit Expense |
38.81 |
19.85 |
Finance Costs |
1.01 |
0.47 |
Depreciation and Amortization Expenses |
2.02 |
2.29 |
Other Expenses |
165.55 |
40.00 |
| Total Expenditures |
10314.04 |
408.31 |
Profit/loss Before Tax |
357.27 |
2.56 |
| Tax Expenses: |
|
|
Current Tax |
92.89 |
0.55 |
Deferred Tax |
(0.79) |
(0.12) |
| Profit After Tax |
265.18 |
2.13 |
| Earnings per Share: |
|
|
Basic |
13.27 |
0.01 |
Diluted |
13.27 |
0.01 |
FINANCIAL ANALYSIS AND REVIEW OF OPERATIONS
During the year under review the Company has generated revenue from its operation of
Rs.10,669.84 Lacs as compare to previous year's revenue of Rs.408.12 Lacs. The Company has
booked profit before depreciation, interest and tax of Rs.360.3 Lacs as against Rs.5.32
Lacs in the previous year. The Net profit for the current year is Rs. 265.18 Lacs as
compared to profit of Rs. 2.13 Lacs in the previous year.
KEY PERFORMANCE INDICATORS
Sr. No. Particulars |
(INR) in Lacs |
1. Revenue From Operation |
10,669.84 |
2. EBITDA |
265.18 |
3. PAT |
265.18 |
4. NET WORTH |
831.26 |
EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) of Companies Act, 2013, the web address
of the Annual Return of the Company is www.sonalisconsumer.com.
CHANGE IN NATURE OF BUSINESS, IF ANY
During the year company has started new business activity of warehousing, warehousemen,
custodians, storage rooms, godowns, cold storage after approval of members in Annual
General Meeting held on September 27, 2024.
DIVIDEND
With a view to plough back of profits and using Net Profit for liquidity purpose and
day-to day operational activities, your Board of Directors does not recommend any dividend
for the F.Y. 2024-2025.
TRANSFER TO RESERVES
The Board of Directors of your company transfer Rs.265.18 Lacs to the Reserve for the
financial year.
CAPITAL STRUCTURE
Authorized Capital:
The authorized share capital of the company is Rs.135,000,000 (Rupees Thirteen Crore
Fifty Lacs Only) divided into 13,500,000 (One Crore Thirty-Five Lacs) Equity Shares of Rs.
10/- each.
The authorized share capital of the company was increased from Rs.20,000,000 (Rupees
Two Crore Only) divided into 2,000,000 (Twenty Lacs) Equity Shares of Rs.10/- each to
Rs.135,000,000 (Rupees Thirteen Crore Fifty Lacs Only) divided into 13,500,000 (One Crore
Thirty-Five Lacs) Equity Shares of Rs.10/- each by creating additional 11,500,000 (One
Crore Fifteen Lacs) Equity Shares of Rs.10/- each by way passing resolution in Annual
General Meeting held on 27th September, 2024.
Issued, Subscribed and Paid-Up Share Capital
The issued, subscribed and paid-up share capital of the company is Rs.19,990,000/-
(Rupees One Crore Ninety-Nine Lakhs Ninety Thousand) divided into 1,999,000 (Nineteen
Lakhs Ninety-Nine Thousand) Equity Shares of Rs.10/- each. During the year, the Company
has increased its issued, subscribed and paid-up capital from Rs.19,990,000/- (Rupees One
Crore Ninety-Nine Lakhs Ninety Thousand) divided into 1,999,000 (Nineteen Lakhs
Ninety-Nine Thousand) Equity Shares of Rs.10/- each to Rs.47,490,000 (Rupees Four Crore
Seventy-Four Lacs Ninety Thousand Only) divided into 4,749,000 (Forty-Seven Lacs
Forty-Nine Thousand) Equity Shares of Rs.10/- by addition of 2,750,000 (Twenty-Seven Lacs
Fifty Thousand) Equity Share of Rs. 10/- each through Right Issue allotment dated May 07,
2025.
ALTERATION/CHANGE IN MOA
The company has adopted new set of Memorandum of Associations and Articles of
Associations as per Companies Act, 2013 vide Special Resolution passed by the shareholder
at the Annual General Meeting held on 27th September, 2024.
SIGNIFICANT AND MATERIAL ORDERS
During the year company has amended in object clause of the Memorandum of Association
by addition of the sub clause (2) and (3) after sub clause (1) of Clause III (A) of the
Memorandum of Association vide special resolution passed at Annual General Meeting held on
September 27, 2024. The company has received approval from Ministry of Corporate Affairs
for amendment in object clause of the Memorandum of Association on October 17, 2024.
During the year, the company has received letter from BSE Limited for further listing
of 27,50,000 [Twenty-Seven Lacs Fifty Thousand] Equity Shares of Rs. 10/- each w.e.f. May
19, 2025.
Except above, there are no significant and material orders passed by the regulators or
courts or tribunals except herein above mentioned.
CHANGE IN REGISTERED OFFICE
During the year, there is no change in the place of Registered office of the company.
BOARD STRUCTURE:
S r . N o . Name of Director |
Designation |
Date of Appointment |
Date of Change in Designation |
Date of Cessation |
1 Ms. Sonali Nilesh Kocharekar |
Managing Director |
15/03/2022 |
20/08/2022 |
NA |
2 Ms. Smita Shashikant Shah |
Whole Time Director |
22/10/2022 |
22/10/2022 |
NA |
3 Mr. Sundeep Paul Menezes |
Non Executive Independent Director |
20/08/2022 |
NA |
NA |
4 Ms. Ekta Anuj Chugani |
Non Executive Independent Director |
20/08/2022 |
NA |
NA |
5 * Mr. Prakash Jhangiani |
Non-Executive Director |
15/03/2022 |
NA |
20/05/2024 |
6 * Mr. Sanjay Rajkumar Dua |
Executive Professional Director |
20/05/2024 |
27/09/2024 |
NA |
7 *Mr. Devendrakumar Keshvlal Viradiya |
Additional Non – Executive Director |
31/10/2024 |
NA |
NA |
8 Mr. Shivang Shashikant Shah |
Chief Financial Officer |
03/09/2022 |
NA |
NA |
9 Ms. Sweta Agarwal |
Company Secretary |
18/11/2024 |
NA |
NA |
* During the year, Mr. Prakash Jhangiani has resigned from the company as a director
w.e.f. May 20, 2024.
* During the year, Mr. Sanjay Rajkumar Dua was appointed as an Additional Executive
Professional Director by Board of Directors in its meeting held on May 20, 2024.
* During the year, the designation of Mr. Sanjay Rajkumar Dua was changed from as an
Additional Executive Professional Director to Executive Professional Director in Annual
General Meeting held on September 27, 2024.
* Mr. Devendrakumar Keshvlal Viradiya was appointed as Additional Non-Executive
Director of the Company w.e.f. October 31, 2024 who hold office as such up to the date of
this annual general meeting. Necessary resolutions relating to his appointment as a
Non-Executive Director for is included in the Notice of Annual General Meeting. The
relevant details are given in the Notes/Annexures to the Notice of the Annual General
Meeting.
*Ms. Sweta Agarwal was appointed as Company Secretary with effect from November 18,
2024.
DISCLOSURE BY DIRECTORS:
The Directors on the Board have submitted notice of interest under Section 184(1) i.e.
in Form MBP-1, intimation under Section 164(2) i.e. in Form DIR-8 and declaration as to
compliance with the Code of Conduct of the Company.
None of the Director of the Company is serving as a Whole-Time Director in any other
Listed Company and the number of their directorship is within the limits laid down under
section 165 of the Companies Act, 2013.
DECLARATION BY INDEPENDENT DIRECTOR:
In terms of Section 149 of the Companies Act, 2013 and rules made thereunder, the
Company has Two Non-Executive Independent Directors in line with the act. The Company has
received necessary declaration from each Independent Director under Section 149 (7) of the
Companies Act, 2013 that they meet the criteria of independence laid down in Section 149
(6) of the Act. All the Independent Directors of the Company have registered themselves in
the Independent Director Data Bank. Further, In the opinion of the Board, all our
Independent Directors possess requisite qualifications, experience, expertise including
the Proficiency and hold high standards of integrity for the purpose of Rule 8(5) (iiia)
of the Companies (Accounts) Rules, 2014.
Mr. Sundeep Paul Menezes (DIN: 09706081) was appointed as a Non-Executive &
Independent Director for 5 Years w.e.f. August 20, 2022.
Ms. Ekta Anuj Chugani (DIN: 09708289) was appointed as a Non-Executive &
Independent Director for 5 Years w.e.f. August 20, 2022.
FORMAL ANNUAL EVALUATION:
The Board of Directors has carried out an annual evaluation of its own performance, its
committees and individual Directors pursuant to the requirements of the Act and the
Listing Regulations.
Further, the Independent Directors, at their exclusive meeting held on March 24, 2024
during the year reviewed the performance of the Board, its Chairman and Non-Executive
Directors and other items as stipulated under the Companies Act, 2013 and Listing
Regulations.
FORMAL UPDATION PROGRAMS FOR INDEPENDENT DIRECTORS:
The Company conduct familiarization and updation programs for independent directors on
need basis. Conducted by knowledgeable persons from time to time.
LIABLE TO RETIRE BY ROTATION:
In accordance with the provisions of the Articles of Association of the Company, Smita
Shashikant Shah (DIN: 09536462), Director of the Company, retires by rotation at the
conclusion of the forthcoming Annual General Meeting and being eligible, offers herself
for reappointment. The Board recommended his reappointment for the consideration of the
members of the Company at the ensuing Annual General Meeting.
Appropriate business for her re-appointment is being placed for the approval of the
shareholders of the Company at the ensuing AGM. The relevant details, as required under
Secretarial Standard, of the person seeking re-appointment as Director are also provided
in Notes to the Notice convening the 03rd Annual General meeting.
REGULARIZATION OF APPOINTMENT OF AN ADDITIONAL NON-EXECUTIVE DIRECTOR OF THE COMPANY
Mr. Devendrakumar Keshvlal Viradiya [DIN: 10825880], who were appointed as an
Additional Non – Executive Director of the company w.e.f. October 31, 2024, Board and
on recommendation of Nomination and Remuneration Committee he is re-appointed as
Non-Executive Director of the Company is included in the Notice of this Annual General
Meeting for seeking approval of the Members. A brief resume and particulars relating to
him is given separately as an annexure to the AGM Notice.
KEY MANAGERIAL PERSONNEL:
In compliance with provisions of Section 203 of the Companies Act, 2013, following are
the KMPs of the Company as on 31st March, 2025:
Sr. No. Name |
Designation |
1 Ms. Sonali Nilesh Kocharekar |
Managing Director |
2 Ms. Smita Shashikant Shah |
Whole Time Director |
3 Mr. Shivang Shashikant Shah |
Chief Financial Officer |
4 *Ms. Sweta Agarwal |
Company Secretary |
* Ms. Sweta Agarwal was appointed as Company Secretary with effect from November 18,
2024.
NUMBER OF BOARD MEETINGS:
During the year under review, the Board met 12 (Twelve) times and the intervening gap
between any two meetings was within the period prescribed under the Companies Act, 2013 on
following dates;
| Sr No. Date of Board Meeting |
Sr No. Date of Board Meeting |
1 20-05-2024 |
7 24-10-2024 |
2 30-05-2024 |
8 31-10-2024 |
3 14-06-2024 |
9 18-11-2024 |
5 29-07-2024 |
10 12-12-2024 |
4 17-09-2024 |
11 18-03-2024 |
6 21-10-2024 |
12 24-03-2025 |
Attendance of Director are as follows:
Sr. No. Name of Director |
Designation |
No. of Meetings entitled to attend |
No. of Attended |
Meeting |
1 Ms. Sonali Nilesh Kocharekar |
Managing Director |
12 |
12 |
|
2 Ms. Smita Shashikant Shah |
Whole Time Director |
12 |
12 |
|
3 Mr. Sundeep Paul Menezes |
Additional Non- Executive Independent Director |
08 |
08 |
|
4 Ms. Ekta Anuj Chugani |
Additional Non- Executive Independent Director |
08 |
08 |
|
5 Mr. Sanjay Rajkumar Dua |
Professional Director |
09 |
09 |
|
6 Mr. Devendrakumar Keshvlal Viradiya |
Additional Non- Executive Director |
04 |
04 |
|
7 Mr. Shivang Shashikant Shah |
Chief Financial Officer |
12 |
12 |
|
8 Ms. Sweta Agarwal |
Company Secretary & Compliance Officer |
02 |
02 |
|
During the year, the Company has appointed Mr. Devendra Kumar Keshvlal Viradiya as
Additional Non- Executive Director of the Company w.e.f. October 31, 2024. During the
year, the Company has appointed Ms. Sweta Agarwal as Company Secretary & Compliance
Officer of the Company w.e.f. November 18, 2024.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the
best of their knowledge and ability, confirm that: In preparation of annual accounts for
the year ended March 31, 2025, the applicable accounting standards have been followed and
that no material departures have been made from the same; The Directors had selected such
accounting policies and applied them consistently and made judgments and estimates that
are reasonable and prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit or loss of the Company for
that year; The Directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013,
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities; The Directors had prepared the annual accounts for the year ended
March 31, 2025 on going concern basis. The Directors had laid down the internal financial
controls to be followed by the Company and that such Internal Financial Controls are
adequate and were operating effectively; and The Directors had devised proper systems to
ensure compliance with the provisions of all applicable laws and that such systems were
adequate and operating effectively.
COMMITTEES OF BOARD
The Board of Director has re-constituted following Committees vide Board Resolution
passed on 20th May, 2024:
Audit Committee
Nomination & Remuneration Committee Stakeholder Relationship Committee
Audit Committee
An audit committee is a group of board members within a company that oversees the
financial reporting, risk management, and internal controls of the organization. They
ensure the accuracy and reliability of financial statements and that the company complies
with relevant laws and regulations. Composition of the Audit Committee as follows: Our
Company has formed the Audit Committee as per the applicable provisions of the Section 177
of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as
amended) and also to comply with Regulation 18 of SEBI Listing Regulations (applicable
upon listing of Company's Equity Shares). The composition of the Audit Committee and
details of meetings attended by the members of the Audit Committee are given below:
Sr No. Name of Persons |
Designation in Company |
Designation In Committees |
1 Sundeep Paul Menezes |
Non-Executive & Independent Director |
Chairman |
2 Ekta Anuj Chugani |
Non-Executive & Independent Director |
Member |
3 Ms. Sonali Nilesh Kochrekar |
Managing Director |
Member |
During the year Audit Committee met 5 (Four) times:
Sr. No. Date of Audit Committee Meetings |
Sr. No. Date of Meetings |
Audit Committee |
| 01 30-05-2024 |
04 18-11-2024 |
|
| 02 29-07-2024 |
05 24-03-2025 |
|
| 03 31-10-2024 |
|
|
Nomination and Remuneration Committee:
A Nomination and Remuneration Committee (NRC) is a board-level committee responsible
for developing and recommending policies related to director and executive compensation,
as well as identifying and evaluating potential board members and senior management. It
plays a crucial role in corporate governance by ensuring fair and transparent compensation
practices and helping to build a strong leadership team. Composition of the Nomination and
Remuneration Committee:
Sr No. Name of Persons |
Designation in Company |
Designation In Committees |
1 Sundeep Paul Menezes |
Non-Executive & Independent Director |
Chairman |
2 Ekta Anuj Chugani |
Non-Executive & Independent Director |
Member |
3 Ms. Sonali Nilesh Kochrekar |
Managing Director |
Member |
During the year Nomination and Remuneration Committee met 4 (Four) times:
Sr. No. Date of Nomination and Remuneration Committee Meetings |
Sr. No. Date of Remuneration Meetings |
Nomination and Committee |
| 01 20-05-2024 |
04 18-11-2024 |
|
| 02 29-07-2024 |
|
|
| 03 31-10-2024 |
|
|
Stakeholders' Relationship Committee:
A Stakeholders Relationship Committee (SRC) is a committee formed by a company's Board
of Directors to manage and improve relationships with stakeholders, particularly
shareholders and other security holders. Its main objective is to address and resolve
their grievances. It is a mandatory committee for companies with a significant number of
security holders. Composition of the Stakeholders' Relationship Committee:
Sr No. Name of Persons |
Designation in Company |
Designation In Committees |
1 Sundeep Paul Menezes |
Non-Executive & Independent Director |
Chairman |
2 Ekta Anuj Chugani |
Non-Executive & Independent Director |
Member |
3 Ms. Sonali Nilesh Kochrekar |
Managing Director |
Member |
During the year Stakeholders' Relationship Committee met 01 (One) times:
Sr. No. Date of Stakeholders' |
Sr. No. Date of Stakeholders' Committee Meetings |
Relationship |
| Relationship |
|
|
| Committee Meetings |
|
|
| 01 29-07-2024 |
|
|
VIGIL MECHANISM
Pursuant to the provisions of Section 177(9) of the Companies Act,2013, the Company has
established a "Vigil Mechanism" incorporating whistle blower policy in terms of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for employees and
Directors of the Company, for expressing the genuine concerns of unethical behavior,
actual or suspected fraud or violation of the codes of conduct by way of direct access to
the Chairman/ Chairman of the Audit Committee. The Company has also provided adequate
safeguards against victimization of employees and Directors who express their concerns.
The Policy on Vigil Mechanism and whistle blower policy as approved by the Board may be
accessed on the Company's website at the link www.sonalisconsumer.com.
POLICIES
Familiarization Program for Independent Directors Nomination and Remuneration Policy
Vigil Mechanism Whistle Blower Policy Code of Conduct for Directors and Senior Management
Code of Practice & Procedure for UPSI Prohibition of Insider Trading Policy Internal
Financial Control Policy Criteria or Policy for making payment to NED
Policy on Materiality of Related Party Transactions Policy for Preservation &
Archival of Documents
Terms & Conditions for Appointment of Independent Director Policy on Identification
of Group Companies, Material Creditors
CORPORATE SOCIAL RESPONSIBILITY
The Company's vision on CSR is that the Company being a responsible Corporate Citizen
would continue to make a serious endeavor for a quality value addition and constructive
contribution in building a healthy and better society through its CSR related initiatives
and focus on education, environment, health care and other social causes.
The Company is not required to constitute Corporate Social Responsibility Committee as
it does not fall within the purview of Section 135(1) of the Companies Act, 2013 and hence
it is not required to formulate policy on Corporate Social Responsibility.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference to
financial statements. During the year, such controls were tested and no reportable
material weakness in the design or operation was observed. A report on the Internal
Financial Controls under clause (i) of sub-section 3 of section 143 of the Companies Act,
2013 as given by the Statutory Auditors of the Company forms part of Independent Auditor's
Report on Financial Statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All the Related Party Transactions entered into during the financial year were on an
Arm's Length basis and in the Ordinary Course of Business. The disclosure of Related Party
Transactions as required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2
is attached as Annexure- I forms part of this Report.
The details of the related party transactions for the financial year 2024-25 is given
in notes of the financial statements which is part of Annual Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SERCTION 186 OF THE
COMPANIES ACT, 2013
Particulars of loans given, investments made, guarantees given and securities provided
along with the purpose for which the loan or guarantee or security is proposed to be
utilized by the recipient are provided in the financial statement (Please refer to Note
No. 12 to the financial statement).
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Energy conservation continues to be an area of major emphasis in our Company. Efforts
are made to optimize the energy cost while carrying out the manufacturing operations.
Particulars with respect to conservation of energy and other areas as per Section
134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, are
annexed hereto and form part of this report as "Annexure II".
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as stipulated under
Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is presented in a separate section as a "Annexure
III" forming part of this Annual Report.
HUMAN RESOURCES /INDUSTRIAL RELATIONS:
Human resource is considered as the most valuable of all resources available to the
Company. The Company continues to lay emphasis on building and sustaining an excellent
organization climate based on human performance. The Management has been continuously
endeavoring to build high performance culture on one hand and amiable work environment on
the other hand.
The remuneration paid to the Directors is in accordance with the Nomination and
Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013
and Regulation 19 of the Listing Regulations (including any statutory modification(s) or
reenactment(s) for the time being in force).
MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS
RELATE AND THE DATE OF THE REPORT
After the closure of financial year, the company has allotted 27,50,000 Equity Shares
of Rs. 10/- each issuing by way of Right Issue in Board Meeting held on May 07, 2025.
During the year, the company has received letter from BSE Limited for further listing
of 27,50,000 [Twenty-Seven Lacs Fifty Thousand] Equity Shares of Rs.10/- each w.e.f. May
19, 2025.
No material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year to which these financial statements relate
on the date of this report except herein mentioned above.
AUDITORS & AUDITORS REPORT
Statutory Auditor
M/s. SSRV & Associates, Chartered Accountants, was appointed as a Statutory
Auditors for the Financial Year 2024-2025, till the conclusion of this 03rd
Annual General Meeting.
The Board of Directors of the Company ("the Board‘), on the recommendation of
the Audit Committee ("the Committee‘), recommended to the Members for
reappointment of M/s. SSRV & Associates, Chartered Accountants, as a Statutory
Auditors of the Company for the year 2025-2026 to 2029-2030, for a term of five
consecutive years and to hold office till the conclusion of 08th AGM.
M/s. SSRV & Associates, Chartered Accountants have given their consent to act as
the Auditors of the Company and have confirmed that the said appointment, if made, will be
in accordance with the conditions prescribed under Sections 139 and 141 of the Act.
The Statutory Auditor has confirmed their eligibility and submitted the certificate
that they are not disqualified to hold the office of the Statutory Auditor.
Further, the Statutory Auditor of the Company have submitted Auditors' Report on the
accounts of the Company for the accounting year ended March 31, 2025.
This Auditors' Report is self-explanatory and no comments requires.
Explanation or Comments or Qualification or Reservation or Adverse Remark or
Disclaimers Made by Statutory Auditor
There is no qualification, reservation or adverse remarks made by Statutory Auditor.
Secretarial Auditor
As pursuant to provisions of Section 204 and other applicable provisions, if any, of
the Companies Act, 2013 (‘the Act'), read with Rule 9 of the Companies (Appointment
& Remuneration of Managerial Personnel) Rules, 2014 [including any statutory
modification(s) or re-enactment(s) thereof, for the time being in force], after
recommendation of Nomination and Remuneration Committee and Audit Committee of the
company, the Company recommend to members to appoint M/s K.P. Ghelani & Associates,
Company Secretaries (Mem No. A33400) for the year 2025-2026 to 2029-2030, for a term of
five consecutive years. M/s. K.P. Ghelani & Associates, Company Secretaries in
Practice, has appointed as a Secretarial Auditors of the Company by the Board of Directors
in the Meeting to conduct the Secretarial Audit of the Company for records for the year
2025-2026 to 2029-2030, for a term of five consecutive years.
M/s. K.P. Ghelani & Associates, Company Secretaries in Practice, was appointed as a
Secretarial Auditors of the Company for the Financial Year 2024-2025 and have submitted
their Report in Form No. MR-3 as required under Section 204 of the Companies Act, 2013 and
rules made thereunder is attached herewith as Annexure IV. This Secretarial
Auditors' Report is self-explanatory and no further comments requires.
Cost Records and Audit
Maintenance of Cost Records and Cost Audit as specified by the Central Government under
sub-section (1) of section 148 of the Companies Act, 2013, is not applicable to the
Company. The Company has not appointed a Cost Auditor to conduct the Cost Audit of the
records for the Financial Year 2024-2025 as the provisions of Section 148 of the Companies
Act, 2013 is not applicable to the Company.
Internal Auditor
The Board of our Company at its meeting held on September 02,2025 has approved
appointment of Ms. Nilima Bane, as Internal Auditor of the Company for year 2025-2026,
pursuant to recommendation of the Audit Committee, at remuneration, plus applicable taxes
and reimbursement of actual out of pocket expenses incurred by them during the course of
audit.
DETAILS IN RESPECT OF FRAUD REPORTED BY STATUTORY AUDITOR UNDER SECTION 143(12) OTHER
THAN THOSE REPORTED TO CENTRAL GOVERNMENT
During period of review, there has been no frauds reported by the Statutory Auditor of
the Company.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
In order to prevent sexual harassment of women at workplace, a legislation – The
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
was notified on December 09, 2013. Under the said Act, every Company is required to set up
an Internal Complaints Committee to look into complaints relating to sexual harassment at
workplace of any woman employee.
Your Company has adopted a policy for prevention of Sexual Harassment of Women at
Workplace and constituted an Internal Complaints Committee (ICC).
During the financial year, the Company has not received a single complaint on sexual
harassment.
GENERAL DISCLOSURES
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under review:
Details relating to deposits covered under Chapter V of the Act.
Issue of equity shares with differential rights as to dividend, voting or otherwise.
There is no Corporate Insolvency Resolution Process initiated under the Insolvency and
Bankruptcy Code, 2016. There has been no instance of any revision in the Board's Report or
the financial statement under Section 131(1) of the Act.
DETAILS OF HOLDING/SUBSIDIARIES/ASSOCIATES COMPANY
The clause is not applicable as there is no associate/subsidiary or Joint Venture
Company is there with the company.
CORPORATE GOVERNANCE
Pursuant to Regulation 15(2)(a) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the compliance with the corporate governance provisions
shall not apply to the listed entity which has listed its specified securities on the SME
Exchange. As the Equity Shares of the Company are listed on SME Platform of BSE Limited,
provisions regarding Corporate Governance not applicable to our Company.
COMPLIANCE WITH APPLICABLE SECRETARIAL STANDARDS
Your company have complied with applicable Secretarial Standards issued by the
Institute of Company Secretaries of India (ICSI) and approved by Central Government from
time to time.
RISK & MITIGATING STEPS
The Board has adopted a risk management policy where various risks faced by the Company
have been identified and a framework for risk mitigation has been laid down. Even though
not mandated, the Company has constituted a Risk Management Committee to monitor, review
and control risks. The risks and its mitigating factors are discussed in the Board.
ACKNOWLEDGEMENT:
Your Directors are pleased to place on record their sincere gratitude to the
Government, Financial Institutions, Bankers, Business Constituents and Shareholders for
their continued and valuable co-operation and support to the Company and look forward to
their continued support and co-operation in future too.
They also take this opportunity to express their deep appreciation for the devoted and
sincere services rendered by the employees at all levels of the operations of the Company
during the year.
For and on Behalf of Board of Directors |
SONALIS CONSUMER PRODUCTS LIMITED |
SONALI NILESH KOCHAREKAR |
SMITA SHASHIKANT SHAH |
Managing Director |
Whole Time Director |
DIN: 09536461 |
DIN: 09536462 |
Date: 02/09/2025 |
Place: Mumbai |
