Mar 31, 2025
The Directors of your Company have pleasure to present 19th Annual Report along with the Audited Financial
Statements for the financial year ended 31st March, 2025.
Your Company''s performance for the year ended on March 31, 2025, is summarized as under:
|
Particulars |
March 31, 2025 |
March 31, 2024 |
|
Revenue from Operations |
51,155.84 |
41,298.84 |
|
Other Income |
223.35 |
126.29 |
|
Total Income |
51,379.19 |
41,425.13 |
|
Total Expenses |
49,337.61 |
40,409.53 |
|
Profit/ (Loss) Before tax |
2,041.58 |
1,01 5.60 |
|
Tax expenses |
||
|
Current Tax |
589.29 |
284.69 |
|
Deferred tax |
(5.10) |
(21.31) |
|
Profit / (Loss) for the year |
1,457.39 |
752.23 |
|
Earnings per Share |
6.69 |
4.00 |
For the financial year ended March 31, 2025, the Company recorded a revenue from operations of ?51,155.84
Lakh as against ?41,298.84 Lakh in the previous year. The total income for the year stood at ?51,379.19 Lakh,
while total expenses amounted to ?49,337.61 Lakh. Consequently, the profit before tax was ?2,041.58 Lakh
compared to ?1,015.60 Lakh in the previous year. After accounting for current and deferred tax, the profit for
the year attributable to equity shareholders was ?1,457.39 Lakh, as against ?752.23 Lakh for the previous year.
The earnings per share for the financial year under review was ?6.69, up from ?4.00 in the prior year.
The Company reported increase in total income, up by ?51,155.84 Lakh as against ?41,298.84 Lakh in the
previous year This growth is indicative of successful business strategies in expanding operational capacity
and enhancing revenue streams, despite an increasingly competitive and volatile scrap recycling market.
Total expenses grew only slightly, reflecting the management''s continued focus on prudent financial
discipline and operational efficiency. The ability to moderate cost escalation, even with higher volumes and
external market pressures, reflects positively on the Company''s internal controls and procurement processes.
Profit Before Tax increased by from ? 1,015.60 Lacs to ? 2,041.58 Lacs.
Net Profit After Tax saw a similar improvement, rising to ? 1,457.39 Lacs from ? 752.23
These increments demonstrate effective margin management and the ability to leverage scale for
higher returns.
The Earnings Per Share (EPS) improved from ? 4.00 to ? 6.69, reflecting the Company''s commitment to
generating superior returns for its shareholders, while also re-investing in business sustainability.
Amidst fluctuations in raw material prices and evolving regulatory requirements within the recycling
industry, the Company maintained robust operational continuity and compliance. Investments into process
optimization, logistics, and compliance have contributed towards stable performance..
The Company''s performance for FY 2024-25 is marked by steady revenue growth, efficient cost management,
and enhanced profitability. This resilient performance has been accomplished through strategic initiatives,
operational excellence, and strict compliance with environmental and industry standards. The Board is
confident that the initiatives undertaken during the year have further strengthened the Company''s position
to capitalize on future growth opportunities in the scrap recycling sector, thereby protecting and promoting
stakeholders'' interests
The company is engaged in the business of (i) segregation of brass scrap (ii) manufacturing of brass ingots,
billets and brass rods and (iii) manufacturing of brass-based components (plumbing and sanitary parts).
such as brass inserts, brass ceramic cartridges (brass spindles), brass valves, extension nipples etc. as per the
customer''s requirements.
There was no change in the nature of the business of the Company during the year under review.
Your company does not have any subsidiary company, associate company or joint venture company.
During the year, no company became or ceased to be subsidiary, joint venture or associates of your company..
Further the Company is a Subsidiary of M/s Dwarkadhish Venture Private Limited (formerly known as Siyaram
Metals Private Limited).
For the financial year ended March 31, 2025, the Company had not transferred any sum to General Reserve
Account. Therefore, your Company remained the balance of profit to Profit & Loss Accounts of the Company
on March 31,2025.
With a view to plough back profits of the year and in order to meet working capital need of the company,
the Board of Directors of your Company do not recommend any dividend for the year out of the income
generated by the company.
The Company continues to sustain its commitment to the highest levels of quality, superior services
management and mature business continuity management. Our customer-centricity, process rigor, and
focus on delivery excellence have resulted in consistent improvements in customer satisfaction levels.
The Company has been complied with all regulatory requirements of central government and state
government and there were no significant and material orders passed by the Regulators or Courts or Tribunals
during the year impacting the going concern status and the Company''s operations in future.
There was no change in the nature of the business of the Company during the year under review.
10) MATERIAL CHANGES AND COMMITMENT, IF ANY AFFECTING THE FINANCIAL POSITION OF THE
COMPANY THAT OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL
STATEMENTS RELATE AND THE DATE OF THE REPORT:
Pursuant to the approval of the shareholders of the Company accorded by way of a Special Resolution passed
at the Extra-Ordinary General Meeting held on 31st October, 2024, the Company was authorized to offer,
issue, and allot 30,00,000 equity shares [Thirty Lakhs] fully paid up equity shares of face value of Rs. 10/-
[Rupees Ten] each for cash, at an issue price of Rs. 118/-[Rupees One hundred and Eighteen] per equity share
(including premium of Rs. 108/-) ("Issue Price"), for an aggregate amount of up to Rs. 35,40,00,000/- (Rupees
Thirty-Five Crore Forty-Lakh only), to certain identified persons on a preferential basis and Subsequent to the
receipt of the share application monies from the proposed allottees, the Board of Directors, at its meeting
held on Thursday, 14th November, 2024, in due exercise of the powers conferred by the aforesaid Special
Resolution, approved the allotment of the said 29,91,712 equity shares to the respective allottees.
Due to the allotment, the issued, subscribed, and paid-up share capital of the Company was enhanced
from Rs. 18,79,75,000/- (Rupees Eighteen Crore Seventy-Nine Lakh Seventy-Five Thousand only) divided
into 1,87,97,500 (One Crore Eighty-Seven Lakh Ninety-Seven Thousand Five Hundred) equity shares of face
value Rs. 10/- each, to Rs. 21,78,92,120/- (Rupees Twenty-One Crore Seventy-Eight Lakh Ninety-Two Thousand
One Hundred Twenty only) divided into 2,17,89,212 (Two Crore Seventeen Lakh Eighty-Nine Thousand Two
Hundred Twelve) equity shares of face value Rs. 10/- each.
Such increase was affected by way of a Private Placement Offer pursuant to and in compliance with the
provisions of Sections 42 and 62(1)(c) of the Companies Act, 2013, read with the applicable rules framed
thereunder, and other applicable statutory and regulatory provisions, as amended from time to time.
Apart from above There was no other material changes or commitments affecting the financial position of
the Company between the end of the financial year to which this financial statement relates and the date
of this report.
The Board of the Company comprises of following Directors and Key Managerial Personnel:
|
Sr. No. |
Name of Director & Key Managerial |
Designation |
DIN / Membership |
|
1. |
Mr. Bhavesh Ramgopal Maheshwari |
Managing Director |
06573087 |
|
2. |
Mr. Ramgopal Ochhavlal Maheshwari |
Chairman & Whole Time Director |
00553232 |
|
3. |
Mrs. Madhu Ramgopal Maheshwari |
Non-Executive and Non |
00486584 |
|
4. |
Ms. Megha Bhavesh Maheshwari She |
Whole-time director |
10270455 |
|
5. |
Bhuvnesh kumar |
Independent Director |
10581722 |
|
6. |
Mr. Jaimish Govindbhai Patel |
Independent Director |
09647742 |
|
7. |
Mr. Raimeen Bhanubhai Maradiya |
Independent Director |
09680179 |
|
8. |
Ms. Kesha Ravi Shah |
Company Secretary |
A37491 |
|
9. |
Mr. Pushkarraj Jamnalal Kabra |
Chief Financial Officer |
Mr. Ramgopal Ochhavlalmaheshwari (DIN: 00553232), Director liable to retires by rotation at the ensuing AGM
and being eligible, offers herself for re-appointment as per the provisions of the section 148 & 152 Companies
Act, 2013. The resolutions seeking shareholders'' approval for their re-appointment''s forms part of the Notice.
Further following changes occurred during the period under review in the Board of Directors and
KMP of the company:
i) Ms. Kiran Parmanand Goklani (Membership No. A48453) resigned as a Company Secretary w.e.f.
03rd October, 2024.
ii) Ms. Megha Bhavesh Maheshwari Resigned as Chief Financial Officer w.e.f 13th December, 2024.
iii) Mr. Pushkarraj Jamnalal Kabra was appointed as a Chief Financial Officer w.e.f 13th December, 2024.
iv) Ms. Megha Bhavesh Maheshwari was appointed as Additional whole time Director w.e.f.
13th December, 2024
i) Mr. Bhuvnesh Kumar was appointed as Independent Director w.e.f. 04th April 2025.
ii) Ms. Megha Bhavesh Maheshwari was regularized as a whole time Director w.e.f. 04th April 2025.
iii) Mr. Jaimish Govindbhai Patel Resigned as Independent Director w.e.f 01st April, 2025
During the year under report, the board of directors of the company have conducted 10 (Ten) Board Meetings
as per the provisions of the Companies Act, 2013.
|
Name and DIN of the Directors |
Designation |
Number of Board meetings |
|
|
Held & Eligible |
Attended |
||
|
Mr. Ramgopal Ochhavlal Maheshwari |
Chairman & Whole Time |
10 |
10 |
|
Mr. Bhavesh Ramgopal Maheshwari |
Managing Director |
10 |
10 |
|
Ms. Madhu Ramgopal Maheshwari |
Non- Executive Director |
10 |
10 |
|
Mr. Raimeen Bhanubhai Maradiya |
Independent Director |
10 |
8 |
|
Mr. Jaimish Govindbhai Patel (Resigned w.e.f 1 April, 2025) |
Independent Director |
10 |
8 |
|
Mr. Megha Bhavesh Maheshwari Appointed w.e.f. 13th December, 2024 |
Whole time Director |
3 |
3 |
Further, the board of directors of the Company have constituted Six committee namely the Audit Committee,
Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social
Responsibility (CSR) Committee, Internal Complaint Committee and Executive Committee.
The details of composition, meetings and attendance as under:
The Company has constituted Audit Committee vide Board Resolution dated August 24, 2023 in compliance
with Section 177 of the Companies Act, 2013 read with rule 6 of the Companies (Meeting of Board and its
power) Rules, 2014 and Regulation 18 of SEBI Listing Regulations.
As on 31st March, 2025 the Company''s Audit Committee comprised of:
As on March 31, 2025, The Audit Committee comprised of:
|
Name of the Director |
Status in Committee |
Nature of Directorship |
|
Mr. Raimeen Bhanubhai Maradiya |
Chairman |
Independent Director |
|
Mr. Jaimish Govindbhai Patel (Resigned w.e.f 1 April, 2025) |
Member |
Independent Director |
|
Mr. Bhavesh Ramgopal Maheshwari |
Member |
Managing Director |
Note: Mr. Jaimish Govindbhai Patel (DIN: 09647742) Resigned as an Independent Director of the Company,
with effect from the closing of business hours of 1 April, 2025 accordingly company has Reconstituted Audit
Committee through board of Directors Meeting Dated 16th April, 2025.
After Reconstitution Audit Committee comprised of:
|
Name of the Director |
Status in Committee |
Nature of Directorship |
|
Mr. Raimeen Bhanubhai Maradiya |
Chairman |
Independent Director |
|
Mr. Bhuvnesh Kumar (Appointed w.e.f from 04th April, 2025) |
Member |
Independent Director |
|
Mr. Bhavesh Ramgopal Maheshwari |
Member |
Managing Director |
During the financial year 2024-25, 8 (Eight) Audit Committee Meetings were held.
The details of the Audit Committee meetings attended by its members during FY 2024-25 are given below:
|
Name of the Committee Member |
Position in the |
Number of Audit Committee |
|
|
Held |
Attended |
||
|
Mr. Raimeen Bhanubhai Maradiya |
Chairman |
8 |
8 |
|
Mr. Jaimish Govindbhai Patel (Resigned w.e.f 1 April, 2025) |
Member |
8 |
8 |
|
Mr. Bhavesh Ramgopal Maheshwari |
Member |
8 |
8 |
The Company has formed Nomination and Remuneration Committee vide Board Resolution dated August
24, 2023 as per applicable provisions of the Schedule V and other applicable provisions of the Companies
Act, 2013 read with rule 6 of the Companies (Meeting of Board and its power) Rules, 2014 and Regulation 19
of SEBI Listing Regulations.
As on March 31, 2025, The Nomination and Remuneration Committee comprised of:
|
Name of the Director |
Status in Committee |
Nature of Directorship |
|
Mr. Jaimish Govindbhai Patel (Resigned w.e.f 1 April, 2025) |
Chairman |
Independent Director |
|
Mr. Raimeen Bhanubhai Maradiya |
Member |
Independent Director |
|
Mrs. Madhu Ramgopal Maheshwari |
Member |
Non-Executive Director |
Note: Mr. Jaimish Govindbhai Patel (DIN: 09647742) Resigned as an Independent Director of the Company,
with effect from the closing of business hours of 1 April, 2025 accordingly company has Reconstituted Audit
Committee through board of Directors Meeting Dated 16th April, 2025.
After Reconstitution Nomination and Remuneration Committee comprised of:
|
Name of the Director |
Status in Committee |
Nature of Directorship |
|
Mr. Bhuvnesh Kumar (Appointed w.e.f 04th April, 2025) |
Chairman |
Independent Director |
|
Mr. Raimeen Bhanubhai Maradiya |
Member |
Independent Director |
|
Mrs. Madhu Ramgopal Maheshwari |
Member |
Non-Executive Director |
The details of the Nomination & Remuneration Committee attended by its members during FY 2024-25
are given below:
|
Name of the Committee Member |
Position in the |
Number of Nomination and |
|
|
Held |
Attended |
||
|
Mr. Jaimish Govindbhai Patel (Resigned w.e.f 1 April, 2025)) |
Chairman |
3 |
3 |
|
Mr. Raimeen Bhanubhai Maradiya |
Member |
3 |
3 |
|
Mrs. Madhu Ramgopal Maheshwari |
Member |
3 |
3 |
The Company has formed Stakeholders Relationship Committee vide Board Resolution dated August 24,
2023 as per the applicable provisions of the Section 178(5) of the Companies Act, 2013 read with rule 6 of the
companies (Meeting of board and its power) rules, 2014 and Regulation 20 of SEBI Listing Regulations.
As on March 31, 2025, the Stakeholders Relationship Committee comprised of:
|
Name of the Director |
Status in Committee |
Nature of Directorship |
|
Mr. Raimeen Bhanubhai Maradiya |
Chairman |
Independent Director |
|
Mr. Jaimish Govindbhai Patel (Resigned w.e.f 1 April, 2025) |
Member |
Independent Director |
|
Mrs. Madhu Ramgopal Maheshwari |
Member |
Non-Executive Director |
Note: Mr. Jaimish Govindbhai Patel (DIN: 09647742) Resigned as an Independent Director of the Company,
with effect from the closing of business hours of 1 April, 2025 accordingly company has Reconstituted Audit
Committee through board of Directors Meeting Dated 16th April, 2025.
After Reconstitution Stakeholders Relationship Committee comprised of:
|
Name of the Director |
Status in Committee |
Nature of Directorship |
|
Mr. Raimeen Bhanubhai Maradiya |
Chairman |
Independent Director |
|
Mr. Bhuvnesh Kumar (Appointed w.e.f 04th April, 2025) |
Member |
Independent Director |
|
Mrs. Madhu Ramgopal Maheshwari |
Member |
Non-Executive Director |
The details of the Stakeholders Relationship Committee attended by its members during FY 2024-25
are given below:
|
Name of the Committee Member |
Position in the |
Number of Stakeholder |
|
|
Held |
Attended |
||
|
Mr. Raimeen Bhanubhai Maradiya |
Chairman |
2 |
2 |
|
Mr. Jaimish Govindbhai Patel (Resigned w.e.f 1 April, 2025) |
Member |
2 |
2 |
|
Mrs. Madhu Ramgopal Maheshwari |
Member |
2 |
2 |
Our Company has constituted the Corporate Social Responsibility Committee pursuant to the provisions of
Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy)
Rules, 2014 vide Board resolution dated August 24, 2023.
As on March 31, 2025, the Stakeholders Relationship Committee comprised of:
|
Name of the Committee Member |
Position in the |
Nature of Directorship |
|
Mr. Bhavesh Ramgopal Maheshwari |
Chairman |
Managing Director |
|
Mr. Jaimish Govindbhai Patel (Resigned w.e.f 1 April, 2025) |
Member |
Independent Director |
|
Mr. Ramgopal Ochhavlal Maheshwari |
Member |
Whole-time director |
Note: Mr. Jaimish Govindbhai Patel (DIN: 09647742) Resigned as an Independent Director of the Company,
with effect from the closing of business hours of 1 April, 2025 accordingly company has Reconstituted Audit
Committee through board of Directors Meeting Dated 16th April, 2025.
After Reconstitution CSR Committee comprised of:
|
Name of the Committee Member |
Position in the |
Nature of Directorship |
|
Mr. Bhavesh Ramgopal Maheshwari |
Chairman |
Managing Director |
|
Mr. Ramgopal Ochhavlal Maheshwari |
Member |
Whole-time director |
|
Mr. Bhuvnesh Kumar (DIN: 10581722) (Appointed w.e.f 04th April, 2025) |
Member |
Independent Director |
The details of the Corporate Social Responsibility Committee Meeting attended by its members during FY
2024-25 are given below:
|
Name of the Committee Member |
Position in the |
Number of Corporate Social |
|
|
Held |
Attended |
||
|
Mr. Bhavesh Ramgopal Maheshwari |
Chairman |
2 |
2 |
|
Mr. Jaimish Govindbhai Patel (Resigned w.e.f 1 April, 2025) |
Member |
2 |
2 |
|
Mr. Ramgopal Ochhavlal Maheshwari |
Member |
2 |
2 |
During the Year Under review 18th Annual General Meeting of the Members of M/s. Siyaram Recycling
Industries Ltd was held through video conferencing on Monday, September 30, 2024 at 12:00 P.M.
One Extra Ordinary General Meeting of Members of Siyaram Recycling Industries Limited Was Held on
Thursday, 31st October, 2024
During the financial year ended March 31, 2025, there are no event which was required to be put
through postal ballot.
However, after Reporting Period Following Resolution was Passed through Postal Ballots:
1. Appointment Mr. Bhuvnesh Kumar (DIN: 10581722) as an Independent non-Executive Director
of the Company.
2. Regularization of Mr. Megha Bhavesh Maheshwari (DIN: 10270455) as a Whole-Time Director
of the company.
|
Sr No |
Particulars |
Details |
|
1. |
Date of Postal Ballot Notice |
03rd March, 2025 |
|
2. |
Name of Scrutinizer and Date of |
Report Issued by Murtuza Mandorwala & Associates on 07th |
|
3. |
E-Voting commenced on |
9:00 am (IST) on Thursday, 06th March, 2025 |
|
4. |
E-Voting ends on |
5.00 pm (IST) on Friday 04th April, 2025. |
|
5. |
Resolution Deemed to be passed |
The resolutions deemed to have been passed on the last date of e-voting i.e., 5.00 pm (IST) on Friday 04th April, 2025 |
The Company has complied with the applicable provisions of the Companies Act, 2013, SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, and Other Related laws and Regulations in
conducting the postal ballot.
To the best of the knowledge and belief of the Directors of the Company and according to the information
and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)
(c) and 134(5) of the Companies Act, 2013.
(a) In the preparation of the annual accounts for the 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.
(b) The Directors'' have selected such accounting policies, applied them consistently and made judgments
and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of
the Company as at 31st March, 2025 and of the profit of the Company for the year ended on that date.
(c) The Directors have 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.
(d) The Directors have prepared the annual accounts on a going concern basis.
(e) 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.
Information in accordance with the provisions of Section 134(3) (m) of the Companies Act, 2013, read with Rule
8 of the Companies (Accounts) Rules, 2014, regarding Conservation of energy, research and development,
technology absorption, foreign exchange earnings and outgo, are enclosed as "Annexure -I" to the
Board''s report.
The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule
5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in
a separate "Annexure II" forming part of this report. In terms of Section 136 of the Act, the said annexure is
open for inspection at the Registered Office of your Company. Any member interested in obtaining a copy of
the same may write to the Company Secretary.
Apart from the above, no changes occurred in the Directorship of the company.
Pursuant to Section 134(3)(a) read with Section 92(3) of the Companies Act, 2013, the Annual Return of the
Company is available on the website of the Company https://www.siyaramindustries.co.in.
All related party transactions that were entered into during the financial year were on an arm''s length basis
and were in the ordinary course of business. There are no materially significant related party transactions
made by the company with related parties which may have potential conflict with the interest of the company
at large. However, as part of good corporate governance, the Company has taken prior omnibus approval of
the Board is obtained on annual basis for the transactions which are of a foreseen and repetitive nature. Your
Directors draw your attention to notes to the financial statements for detailed related party transactions
entered during the year.
Since all the related party transactions were entered by the Company in ordinary course of business and were
in arm''s length basis, FORM AOC- 2 is not applicable to the Company.
Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors)
Rules, 2014, M/s Kamlesh Rathod & Associates, Chartered Accountants (FRN: 117930W), Jamnagar, Statutory
Auditors of the Company have been appointed for a term of 5 year the 16th Annual General Meeting held in
2022 till the conclusion of the 21th Annual General Meeting to be held in the year 2027.
The Statutory Auditors of the Company have given their Audit Report on the financial statements of the
Company for the financial year ended 31st March, 2025. All the items on which the Auditors have commented
in their report are self-explanatory and suitably explained in the Notes to the Accounts.
There is no qualification, reservation, adverse remark, comments, observations, or disclaimer given by the
Statutory Auditors in their report.
The Company has received confirmation from the said Auditors that they are not disqualified to act as the
Auditors and are eligible to hold the office as Auditors of the company.
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, and amended Regulation 24A of the SEBI Listing Regulations, the Board
has, based on the recommendation of the Audit Committee, approved the appointment of M/s. Murtuza
Mandorwala and Associates, (CP No. - 14284), a peer-reviewed Proprietary firm of Company Secretaries in
Practice as Secretarial Auditors of the Company for a period of five years, i.e., from April 1, 2025 to March 31,
2030, subject to approval of the Shareholders.
Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Murtuza Mandorwala &
Associates, Practicing Company Secretary (Membership No. F10745 and C.P. No.:14284) to undertake the
Secretarial Audit of the Company for the financial year 2024-25.
During the year under review, the Secretarial Auditors have not reported any instances of fraud under Section
143(12) of the Act and therefore disclosure of details under Section 134(3)(ca) of the Act is not applicable.
As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit
report. The Secretarial Audit report for the financial year ended March 31, 2025 is annexed herewith as
"Annexure IN" to this report. The Secretarial Audit Report contain qualification/remark, and details of the
same along with Management reply are as under:
|
Secretarial Auditor''s Remark |
Management Comments |
|
CSR Provision were applicable to company and |
As part of Good Corporate Governance, the Company |
|
Failed to comply with Reg. 3(5) and/or Reg. 3(6) of SEBI |
Some of Event in SDD software was not captured in |
|
Failed to comply with Section 148(2) of The |
Company has obtained the cost Audit report on |
|
Failed to submitted Notice in PDF and XBRL of Extra |
Notice to Stock Exchange has been submitted on |
Further A certificate has been issued by Murtuza Mandorwala & Associates., Company Secretaries in practice,
confirming that none of the Directors of the Company have been debarred or disqualified from being
appointed or continuing as director by the Securities and Exchange Board of India, Ministry of Corporate
Affairs or any such statutory authority. The certificate is annexed as "Annexure - IV" to this Report.
Your Directors are pleased to inform you that, pursuant to the provisions of Section 138 and ther applicable
provisions, if any, of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, as
amended from time to time, CA Prafulla Rani Chode (Proprietor of M/s. Prafulla and Associates), Chartered
Accountant, Jamnagar (Firm Regn. No.128094W), were appointed as the Internal Auditors of the Company for
the Financial Year 2024-25.
In terms of Section 138 of the Companies Act, 2013 and Rules made there under, CA Prafulla Rani Chode
(Proprietor of M/s. Prafulla and Associates), Chartered Accountant, Jamnagar (Firm Regn. No.128094W), have
been appointed as an Internal Auditors of the Company for Financial Year 2025-26.
During the year, the Company continued to implement their suggestions and recommendations to
improve the control environment. Their scope of works includes, Review of the accuracy and reliability of
the Corporation accounting records and financial reports, review of operational efficiency, effectiveness
of systems and processes, and assessing the internal control strengths, opportunities for cost saving and
recommending company for improving cost efficiencies.
The Company is required to maintain cost records as specified by the Central Government under sub-section
(1) of Section 148 of the Act, and accordingly such accounts and records are made and maintained in the
prescribed manner by the Company.
The Company has received consent from M/s Kalpit Shah & Associates having Permanent Account Number:
BLMPS5814E and registration number of the firm: 003836, Cost Accountants, to act as the Cost Auditor for
conducting audit of the cost records for the financial year 2025-26 along with a certificate confirming their
independence and arm''s length relationship.
The Board of Directors of the Company, based on the recommendations given by the Audit Committee, has
reappointed M/s Kalpit Shah & Associates having Permanent Account Number: BLMPS5814E and registration
number of the firm: 003836as Cost Auditors for conducting the audit of Cost Records of the company for
the Financial Year 2025-26, subject to ratification of remuneration by the members in the ensuing Annual
General Meeting.
During the period under review, the Cost Audit Report for the financial year 2023-24 was filed with Registrar of
Companies (Central Government) and there is no qualification(s) or adverse remark(s) in the Cost Audit Report
which require any clarification/explanation. Further, M/s Kalpit Shah & Associates having Permanent Account
Number: BLMPS5814E and registration number of the firm: 003836, Cost Accountants, were appointed as
Cost Auditors of the Company to submit the cost audit report for the financial year 2024-25 and the same will
be filed with the Registrar of Companies (Central Government) in due course
Details of loans and guarantees given, investments made and securities provided, if any, as covered under
the provisions of Section 186 of the Act are disclosed in the notes to the financial statements.
During the year under review, The Company has not accepted any deposit any deposit from the public /
members pursuant to Section 73 and Section 76 of the Act read with the Companies (Acceptance of Deposits)
Rules, 2014, as amended from time to time, and hence as on March 31,2025, there are no deposits outstanding,
except as required statutorily and which have been unclaimed at the end of the year under review.
Also, During the year under review, the Company has accepted unsecured loans from Directors, which
have been duly disclosed in the Audit Report and are in compliance with the applicable provisions of the
Companies Act, 2013 and relevant rules made thereunder.
In compliance with the provisions of section 135 of Companies Act, 2013 and the Companies (Corporate Social
Responsibility Policy) Rules, 2014, the Company has adopted Corporate Social Responsibility Policy. In order
to implementing CSR Policy, the Company has constituted CSR Committee. The brief outline of the Corporate
Social Responsibility (CSR) Policy of the Company, Constitution Committee, the initiatives undertaken by the
Company on CSR activities during the year and other disclosures are set out in "Annexure-V" of this report
in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.
The company through its CSR initiative towards supporting projects in the areas of education, healthcare,
rural development, women empowerment and various other social matters continues to enhance value
creation in the society and in the community in which it operates, through its services, conduct & initiatives,
so as to promote sustained growth for the society and community, in fulfillment of its role as Socially
Responsible Corporate.
|
Name of the Director |
Status in Committee |
Nature of Directorship |
|
Mr. Bhavesh Ramgopal Maheshwari |
Chairman |
Managing Director |
|
Mr. Jaimish Govindbhai Patel (Resigned w.e.f 1 April, 2025) |
Member |
Independent Director |
|
Mr. Ramgopal Ochhavlal Maheshwari |
Member |
Whole-time director |
During the year under review, the Company increased its Authorized Share Capital from Rs. 20,00,00,000/-
(Rupees Twenty Crore only) comprising 2,00,00,000 (Two Crore) equity shares of Rs. 10/- each, to Rs.
25,00,00,000/- (Rupees Twenty-Five Crore only) divided into 2,50,00,000 (Two Crore Fifty Lakh) equity
shares of Rs. 10/- each, pursuant to the approval of the shareholders at the General Meeting held on
31st October, 2024.
During the financial year under review, the issued, subscribed, and paid-up share capital of the Company
was enhanced from Rs. 18,79,75,000/- (Rupees Eighteen Crore Seventy-Nine Lakh Seventy-Five Thousand
only) divided into 1,87,97,500 (One Crore Eighty-Seven Lakh Ninety-Seven Thousand Five Hundred)
equity shares of face value Rs. 10/- each, to Rs. 21,78,92,120/- (Rupees Twenty-One Crore Seventy-Eight
Lakh Ninety-Two Thousand One Hundred Twenty only) divided into 2,17,89,212 (Two Crore Seventeen
Lakh Eighty-Nine Thousand Two Hundred Twelve) equity shares of face value Rs. 10/- each.
Such increase was affected by way of a Private Placement Offer pursuant to and in compliance with the
provisions of Sections 42 and 62(1)(c) of the Companies Act, 2013, read with the applicable rules framed
thereunder, and other applicable statutory and regulatory provisions, as amended from time to time.
The Risk Management process that is followed to identify, assess and prioritize risks that need to be minimized,
monitored and mitigated is quite elaborate. These measures help in reducing and controlling the impact of
adverse events and maximize the realization of opportunities.
Management''s Discussion and Analysis Report for the year under review, is presented in a separate section
forming part of the Annual Report and is annexed herewith as "Annexure VI".
The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention,
Prohibition and Redressal of sexual harassment at workplace in line with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed
thereunder. Internal Complaints Committee (''ICC'') is in place for all works and offices of the Company to
redress complaints received regarding sexual harassment.
During FY 2024-25, the Company has Not received any complaints on sexual harassment.
|
Particulars |
Status |
|
(a) number of complaints of sexual harassment received in the year |
Nil |
|
(b) number of complaints disposed of during the year; and |
Nil |
|
(c) number of cases pending for more than ninety days |
Nil |
Pursuant to the provisions of Rule 8(5)(xiii) of the Companies (Accounts) Rules, 2014, the Board of Directors
hereby states that the Company has duly complied with all applicable provisions of the Maternity Benefit Act,
1961, including but not limited to grant of maternity leave, nursing breaks, protection from dismissal during
maternity leave, and provision of creche facilities wherever applicable. The Company remains committed to
providing a safe, supportive, and inclusive work environment for all women employees
During the year under review, the statutory auditor has not reported to the board, under Section 143 (12) of
the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees,
the details of which would need to be mentioned in the Board''s report.
The Company has established a Vigil Mechanism for the Directors and Employees of the Company by adopting
the Whistle Blower Policy to report about the genuine concerns, unethical behavior, fraud or violation of
Company''s Code of Conduct. The Company has in place a confidential reporting mechanism for any whistle
blower to report a matter.
The Board of Directors has 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 has been posted on
the Company''s website at https://www.siyaramindustries.co.in The Code lays down the standard procedure
of business conduct which is expected to be followed by the Directors and the designated employees in
their business and in particular on matters relating to integrity in the work place, in business practices and
in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an
employee in a given situation and the reporting structure. All the Board Members and the Senior Management
Personnel have confirmed compliance with the Code. All Management Staff were given appropriate training
in this regard.
M/s Cameo Corporate Services Limited is a Registrar and Share Transfer Agent of the company in order to
Compliance with the provision of Companies Act, 2013. All the equity shareholders of the Company have
Demat their Equity Shares as on March 31,2025 and none of shareholders holding shares in physical form.
The Company''s management is responsible for establishing and maintaining internal financial controls based
on the internal control over financial reporting criteria established by the Company considering the essential
components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over
Financial Reporting issued by the Institute of Chartered Accountants of India (''ICAI''). These responsibilities
include the design, implementation and maintenance of adequate internal financial controls that were
operating effectively for ensuring the orderly and efficient conduct of its business, including adherence
to 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
information, as required under the Act.
All Independent Directors have given their declaration that they meet the criteria of independence as laid
down under section 149(6) of the Companies Act, 2013 and Listing Regulations. In the opinion of the Board, all
the Independent Directors are well experienced business leaders. Their vast experience shall greatly benefit
the Company. Further, they possess integrity and relevant proficiency which will bring tremendous value to
the Board and to the Company.
Your company provides utmost importance at best Governance Practices and are designated to act in
the best interest of its stakeholders. Better governance practice enables the company to introduce more
effective internal controls suitable to the changing nature of business operations, improve performance
and also provide an opportunity to increase stakeholders understanding of the key activities and policies of
the organization
In line with Regulation 15(2) of the Listing Regulations, the provisions of Corporate Governance shall not
apply in respect of the following class of the Companies.
a. Listed entity having paid up equity share capital not exceeding Rs. 10 Crore and Net worth not exceeding
Rs. 25 Crore, as on the last day of the previous financial year;
b. Listed entity which has listed its specified securities on the SME Exchange.
Since, our Company falls in the ambit of aforesaid exemption (b); hence compliance with the provisions of
Corporate Governance shall not apply to the
Company and it does not form the part of the Annual Report for the financial year 2024-25.
The Company has adequate skilled & trained workforce for its various areas of operations and the skills up
gradation of which is being done on continuous basis for improving the plant operations and quality process.
The Company has taken sufficient measures to maintain Industrial Health and Safety at its workplace for
employees as laid in the Gujarat State Factories Rules, 1963. The Company is also complying and maintaining
all applicable Industrial and Labour laws/ rules.
The Company confirms that it has not defaulted in paying the Annual Listing Fees for the financial year 2024¬
25 to the BSE Limited where the shares of the Company are listed.
The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of
Company shares by the Directors and the designated employees while in possession of unpublished price
sensitive information in relation to the Company and during the period when the Trading Window is closed.
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate
trading in securities by the Directors and designated employees of the Company. The Board is responsible
for implementation of the Code. All Board Directors and the designated employees have confirmed
compliance with the Code.
In accordance with the applicable provisions of Companies Act, 2013 (hereinafter referred to as "the Act")
read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016
(hereinafter referred to as the "IEPF Rules"), all unclaimed dividends are required to be transferred by the
Company to the IEPF, after completion of seven (7) years. Further, according to IEPF Rules, the shares on
which dividend has not been claimed by the shareholders for seven (7) consecutive years or more shall be
transferred to the demat account of the IEPF Authority, but there is no such unpaid dividend of last seven
years, so this clause is not applicable to the company.
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board has carried out an evaluation of its own performance, the directors
individually as well as the evaluation of the working of its Audit, Stakeholders Relationship, Nomination &
Remuneration Committees from time to time.
The Company has made disclosure Policy for appointment and remuneration of directors and other matters
referred to in Section 178(3) of the Act with rule 6 of the Companies Meeting of Board and its power), Rules,
2014 and the details of the same as provided in company''s web site https://www.siyaramindustries.co.in/
company policies.html.
SEBI vide circular 31 July , 2023 and subsequent circular dated 20th December, 2023, read with Master Circular
dated August 11, 2023, has specified that a shareholder shall first take up his/her/their grievance with the
listed entity/RTA by lodging a complaint directly with the concerned listed entity/RTA and if the grievance
is not redressed satisfactorily, the shareholder may, in accordance with the SCORES guidelines, escalate the
same through the SCORES Portal in accordance with the process laid out therein. Only after exhausting all
available options for resolution of the grievance, if the shareholder is not satisfied with the outcome, he/she/
they can initiate dispute resolution through the Online Dispute Resolution ("ODR") Portal. Shareholders are
requested to take note of the same
During the year the Company has paid remuneration to its directors as more particularly described in notes
to accounts of Audited Financial Statement & No Sitting fees have been paid to the Independent directors.
The company has not made any application during the financial year 2024-25.
The Board of Directors affirms that the company has complied with the applicable Secretarial Standards
issued by the Institute of Companies Secretaries of India SS-1 and SS-2 respectively relating to Meetings of
the Board, its Committees and the General Meetings.
51) The details of difference between amount of the valuation done at the time of one-time settlement
and the valuation done while taking loan from the Banks or Financial Institutions along with the
reasons thereof:
Not Applicable
The Directors take this opportunity to express their deep sense of gratitude to the Banks, Central and State
Governments and their Departments and the Local Authorities for their continued guidance and support.
Your directors would also like to record its appreciation for the support and cooperation your Company has
been receiving from its shareholders, suppliers, dealers, business partners and others associated with the
Company and we are deeply grateful for the confidence and faith that you have always reposed in us.
(Formerly Known as Siyaram Recycling Industries Private Limited)
Chairman & Whole Time Director
DIN:00553232
Date: 29th August, 2025
Place: Jamnagar
Mar 31, 2024
Your directors have pleasure in presenting the 18th Annual Report of the Company for the year ended March 31, 2024.
1) Financial summary or highlights/Performance of the Company
Your Company''s performance for the year ended on March 31, 2024, is summarized as under:
|
(Amt in Rs. Lakhs except Earnings per Share) |
||
|
Particulars |
March 31, 2024 |
March 31, 2023 |
|
Revenue from operations & Other Incomes |
41425.13 |
49786.27 |
|
Less: |
||
|
Expenses excluding Depreciation |
40263.54 |
48583.97 |
|
Depreciation |
145.99 |
169.07 |
|
Total Expenses |
40409.53 |
48753.05 |
|
Profit before Exceptional Items & Extraordinary items |
1015.60 |
1033.22 |
|
Exceptional Items & Extraordinary items |
- |
- |
|
Profit before Tax, after Exceptional Items & Extraordinary items |
1015.60 |
1033.22 |
|
Tax Expenses |
263.38 |
316.68 |
|
Profit after Tax |
752.23 |
716.54 |
|
Earnings per Share |
4.00 |
5.19 |
2) Brief description of the Company''s working during the year:
During the year under review, revenue from operations of the Company Rs. 41425.13 Lakhs and Profit After Tax for the year stood at Rs. 752.23 Lakhs.
3) State of Company''s Affairs:
The company is engaged in the business of (i) segregation of brass scrap (ii) manufacturing of brass ingots, billets and brass rods and (iii) manufacturing of brass based components (plumbing and sanitary parts). such as brass inserts, brass ceramic cartridges (brass spindles), brass valves, extension nipples etc. as per the customer''s requirements. Following major events occurred during the year:
i) The Company has passed Special Resolution in General Meeting dated July 15, 2023 altered the Memorandum of Association and Articles of Association as per the provision of Companies Act, 2013
ii) The Company has passed Ordinary Resolution in General Meeting dated July 24, 2023 altered the Capital Clause of the Memorandum of Association by way of Increase of Authorised Share Capital of the Company to Rs. 20,00,00,000/- divided into 2,00,00,000 Equity shares of Rs. 10/- each
iii) The Company has passed Special Resolution in General Meeting dated July 24, 2023 altered the Name Clause of the Memorandum of Association and Articles of Association and changed its name from Siyaram Impex Private Limited to Siyaram Recycling Industries Private Limited
iv) The Company has passed Special Resolution in General Meeting dated July 24, 2023 altered the Object Clause of the Memorandum of Association.
i) The Company has passed Special Resolution in General Meeting dated August 5, 2023 and converted from Private Limited to Public Limited i.e. Siyaram Recycling Industries Private Limited to Siyaram Recycling Industries Limited and thereby altered the Memorandum of Association and Articles of Association as per the provision of Companies Act, 2013 and obtain the status of Unlisted Public Company Limited by Shares w.e.f. August 24, 2023.
v) The Company has passed Special Resolution in General Meeting dated August 25, 2023 and obtained approval from Shareholders that the Board of Directors of the Company authorized to Issue and Allotment of Equity Shares via Initial Public Offer and to enlist the Equity share capital of the Company on the SME platform of BSE Limited ("BSE SME").
vi) The Company has filed Red Hearing Prospectus dated December 07, 2023 and Prospects dated December 19, 2023 with SME platform of BSE Limited. The Web link of the prospectus has been available on the website https://www.siyaramindustries.co.in of the Company.
ii) The Company had completed its Initial Public Offer (IPO) and alloted fresh issue of 49,92,000 equity shares of face value of Rs. 10 each.
vii) The approval from BSE Limited for Listing of equity shares on SME Platform has been obtained on December 20, 2023 and the Company has successfully listed equity shares on SME Platform on December 21, 2023.
Beside above, there has been no change in the business of the Company during the financial year ended March 31, 2024.
4) Initial Public Offer of Equity Shares
Your Directors are pleased to inform you that, the Company has completed its Initial Public Offer ("IPO") of 49,92,000 equity shares of face value of 10 each at an issue price of Rs. 46 aggregating to Rs. 22,96,32,000/-.
The Offer was made pursuant to Regulation 6(1) of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. The equity shares of the Company were listed on BSE Limited on December 21, 2023.
The Company has completely utilized its proceeds of Initial Public Offer as per the Object of the issue as mentioned in Prospectus.
5) Names of Companies which have become or ceased to be its Subsidiaries, Joint Ventures or Associate Companies during the year:
During the year under considered no companies which have become or ceased to be its Subsidiaries, Joint Ventures or Associate Companies. Further the Company is a Subsidiary of M/s Dwarkadhish Venture Private Limited (formerly known as Siyaram Metals Private Limited).
For the financial year ended March 31, 2024, the Company had not transferred any sum to General Reserve Account. Therefore, your Company remained the balance of profit to Profit & Loss Accounts of the Company on March 31, 2024.
With a view to plough back profits of the year and in order to meet working capital need of the company, the Board of Directors of your Company do not recommend any dividend for the year out of the income generated by the company.
The Company continues to sustain its commitment to the highest levels of quality, superior services management and mature business continuity management. Our customer-centricity, process rigor, and focus on delivery excellence have resulted in consistent improvements in customer satisfaction levels.
9) Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future:
No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.
10) Change in the nature of business, if any:
There are no changes in the nature of business of the Company during the year under Report except:
iii) The Company has passed Special Resolution in General Meeting dated July 15, 2023 altered the Memorandum of Association and Articles of Association as per the provision of Companies Act, 2013
iv) The Company has passed Ordinary Resolution in General Meeting dated July 24, 2023 altered the Capital Clause of the Memorandum of Association by way of Increase of Authorised Share Capital of the Company to Rs. 20,00,00,000/- divided into 2,00,00,000 Equity shares of Rs. 10/- each
v) The Company has passed Special Resolution in General Meeting dated July 24, 2023 altered the Name Clause of the Memorandum of Association and Articles of Association and changed its name from Siyaram Impex Private Limited to Siyaram Recycling Industries Private Limited
vi) The Company has passed Special Resolution in General Meeting dated July 24, 2023 altered the Object Clause of the Memorandum of Association.
vii) The Company has passed Special Resolution in General Meeting dated August 5, 2023 and converted from Private Limited to Public Limited i.e. Siyaram Recycling Industries Private Limited to Siyaram Recycling Industries Limited and thereby altered the Memorandum of Association and Articles of Association as per the provision of Companies Act, 2013 and obtain the status of Unlisted Public Company Limited by Shares w.e.f. August 24, 2023.
viii) The Company has passed Special Resolution in General Meeting dated August 25, 2023 and obtained approval from Shareholders that the Board of Directors of the Company authorized to Issue and Allotment of Equity Shares via Initial Public Offer and to enlist the Equity share capital of the Company on the SME platform of BSE Limited ("BSE SME").
ix) The Company has filed Red Hearing Prospectus dated December 07, 2023 and Prospects dated December 19, 2023 with SME platform of BSE Limited. The Web link of the prospectus has been available on the website https://www.siyaramindustries.co.in of the Company.
x) The Company had completed its Initial Public Offer (IPO) and alloted fresh issue of 49,92,000 equity shares of face value of Rs. 10 each.
xi) The approval from BSE Limited for Listing of equity shares on SME Platform has been obtained on December 20, 2023 and the Company has successfully listed equity shares on SME Platform on December 21, 2023.
Beside above, there has been no change in the business of the Company during the financial year ended March 31, 2024.
11) Material changes and commitments affecting the financial position of the company
i) The Company has passed Special Resolution in General Meeting dated July 15, 2023 altered the Memorandum of Association and Articles of Association as per the provision of Companies Act, 2013
ii) The Company has passed Ordinary Resolution in General Meeting dated July 24, 2023 altered the Capital Clause of the Memorandum of Association by way of Increase of Authorised Share Capital of the Company to Rs. 20,00,00,000/- divided into 2,00,00,000 Equity shares of Rs. 10/- each
iii) The Company has passed Special Resolution in General Meeting dated July 24, 2023 altered the Name Clause of the Memorandum of Association and Articles of Association and changed its name from Siyaram Impex Private Limited to Siyaram Recycling Industries Private Limited
iv) The Company has passed Special Resolution in General Meeting dated July 24, 2023 altered the Object Clause of the Memorandum of Association.
xii) The Company has passed Special Resolution in General Meeting dated August 5, 2023 and converted from Private Limited to Public Limited i.e. Siyaram Recycling Industries Private Limited to Siyaram Recycling Industries Limited and thereby altered the Memorandum of Association and Articles of Association as per the provision of Companies Act, 2013 and obtain the status of Unlisted Public Company Limited by Shares w.e.f. August 24, 2023.
v) The Company has passed Special Resolution in General Meeting dated August 25, 2023 and obtained approval from Shareholders that the Board of Directors of the Company authorized to Issue and Allotment of Equity Shares via Initial Public Offer and to enlist the Equity share capital of the Company on the SME platform of BSE Limited ("BSE SME").
vi) The Company has filed Red Hearing Prospectus dated December 07, 2023 and Prospects dated December 19, 2023 with SME platform of BSE Limited. The Web link of the prospectus has been available on the website https://www.siyaramindustries.co.in of the Company.
vii) The approval from BSE Limited for Listing of equity shares on SME Platform has been obtained on December 20, 2023 and the Company has successfully listed equity shares on SME Platform on December 21, 2023.
Besides above there have been no material changes and commitments, affecting the financial position of the Company which occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.
12) Details of Directors or Key Managerial Personnel including those who were appointed or have resigned during the year:
The Board of the Company comprises of following Directors and Key Managerial Personnel:
|
Sr. No. |
Name of Director & Key Managerial personnel |
Designation |
DIN |
|
1 |
Mr. Bhavesh Ramgopal Maheshwari |
Managing Director |
06573087 |
|
2 |
Mr. Ramgopal Ochhavlal Maheshwari |
Chairman & Whole Time Director |
00553232 |
|
3 |
Mrs. Madhu Ramgopal Maheshwari |
Non-Executive Director |
00486584 |
|
4 |
Mr. Jaimish Govindbhai Patel |
Independent Director |
09647742 |
|
5 |
Mr. Raimeen Bhanubhai Maradiya |
Independent Director |
09680179 |
|
6 |
Ms. Megha Bhavesh Maheshwari |
CFO |
- |
|
7 |
Mr. Kiran Parmanand Goklani |
Company Secretary |
- |
i) Mr. Bhavesh Ramgopal Maheshwari (DIN: 06573087), Director liable to retires by rotation at the ensuing AGM and being eligible, offers herself for re-appointment as per the provisions of the section 148 & 152 Companies Act, 2013. The resolutions seeking shareholders'' approval for their re-appointments forms part of the Notice.
ii) Resignation of Ms. Megha Dilipkumar Madani as a Company Secretary w.e.f. May 31, 2023
iii) Appointment of Mr. Jaimish Govindbhai Patel (DIN: 09647742) and Mr. Raimeen Bhanubhai Maradiya (DIN: 09680179) as an Independent Director w.e.f. August 5, 2023
iv) Re-designation of Mr. Bhavesh Ramgopal Maheshwari (DIN: 06573087) as a Managing Director and Mr. Ramgopal Ochhavlal Maheshwari( DIN: 00553232) as a Whole-time director w.e.f. August 24, 2023.
v) Appointment of Ms. Kiran Parmanand Goklani as a Company Secretary and Mrs. Megha Bhavesh Maheshwari as a Chief Financial Officer w.e.f. August 24, 2023.
13) Number of meetings of the Board of Directors and Committee there of
During the year under report, the board of directors of the company have conducted 24 (Twenty Four) Board Meetings as per the provisions of the Companies Act, 2013.
|
Name and DIN of the Directors |
Designation |
Number of Board meetings during the year 2023-24 |
|
|
Held |
Attended |
||
|
Mr. Ramgopal Ochhavlal Maheshwari (DIN: 00553232) |
Chairman & Whole Time Director |
24 |
24 |
|
Mr. Bhavesh Ramgopal Maheshwari (DIN:06573087) |
Managing Director |
24 |
24 |
|
Ms. Madhu Ramgopal Maheshwari (DIN:00486584) |
Non- Executive Director |
24 |
21 |
|
Mr. Raimeen Bhanubhai Maradiya (DIN: 09680179) (w.e.f. 05/08/2023) |
Independent Director |
17 |
11 |
|
Mr. Jaimish Govindbhai Patel (DIN: 09647742) (w.e.f. 05/08/2023) |
Independent Director |
17 |
__11 |
Further, the board of directors of the Company have constituted four committee namely the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility (CSR) Committee. The details of composition, meetings and attendance as under:
|
During the financial year 2023-24, 10(Ten) Audit Committee Meetings were held. |
||||
|
Name of the Committee Member |
Position in the |
Number of Audit Committee |
||
|
Committee |
meetings during the year 2023-24 |
|||
|
Held |
Attended |
|||
|
Mr. Raimeen Bhanubhai Maradiya (DIN:09680179) |
Chairman |
10 |
10 |
|
|
Mr. Jaimish Govindbhai Patel (DIN: 09647742) |
Member |
10 |
10 |
|
|
Mr. Bhavesh Ramgopal Maheshwari (DIN:06573087) |
Member |
10 |
10 |
|
|
II) NOMINATION AND REMUNERATION COMMITTEE During the financial year 2023-24, 1(One) Nomination And Remuneration Committee meeting were held. |
|||
|
Name of the Committee Member |
Position in the Committee |
Number of Nomination and Remuneration Committee during the year 2023-24 |
|
|
Held |
Attended |
||
|
Mr. Jaimish Govindbhai Patel (DIN: 09647742) |
Chairman |
1 |
1 |
|
Mr. Raimeen Bhanubhai Maradiya (DIN: 09680179) |
Member |
1 |
1 |
|
Mrs. Madhu Ramgopal Maheshwari (DIN:00486584) |
Member |
1 |
1 |
|
III) STAKEHOLDERS RELATIONSHIP COMMITTEE During the financial year 2023-24, 1(One) Stakeholders Relationship Committee Meeting were held. |
|||
|
Name of the Committee Member |
Position in the Committee |
Number of Stakeholder Relationship Committee meetings during the year 2023-24 |
|
|
Held |
Attended |
||
|
Mr. Raimeen Bhanubhai Maradiya (DIN: 09680179) |
Chairman |
1 |
1 |
|
Mr. Jaimish Govindbhai Patel (DIN: 09647742) |
Member |
1 |
1 |
|
Mrs. Madhu Ramgopal Maheshwari (DIN:00486584) |
Member |
1 |
1 |
|
IV) CORPORATE SOCIAL RESPONSIBILITY COMMITTEE During the financial year 2023-24, 1(One) Corporate Social Responsibility Committee Meeting were held. |
|||
|
Name of the Committee Member |
Position in the Committee |
Number of Corporate Social Responsibility Committee meetings during the year 2023-24 |
|
|
Held |
Attended |
||
|
Mr. Bhavesh Ramgopal Maheshwari (DIN:06573087) |
Chairman |
1 |
1 |
|
Mr. Jaimish Govindbhai Patel (DIN: 09647742) |
Member |
1 |
1 |
|
Mr. Ramgopal Ochhavlal Maheshwari (DIN:00553232) |
Member |
1 |
1 |
14) Constitution of Audit Committee:
Our Company has Constituted Audit Committee as per the applicable provisions of the Section 177 of the Companies Act, 2013 read with rule 6 of the companies (Meeting of board and its power) Rules, 2014 and Regulation 18 of SEBI Listing Regulations.
|
As on March 31, 2024, The Audit Committee comprised of: |
||
|
Name of the Director |
Status in Committee |
Nature of Directorship |
|
Mr. Raimeen Bhanubhai Maradiya (DIN: 09680179) |
Chairman |
Independent Director |
|
Mr. Jaimish Govindbhai Patel (DIN: 09647742) |
Member |
Independent Director |
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Mr. Bhavesh Ramgopal Maheshwari (DIN:06573087) |
Member |
Managing Director |
15) Constitution of Nomination and Remuneration Committee:
Our Company has Constituted Nomination and Remuneration Committee as per applicable provisions of the Schedule V and other applicable provisions of the Companies Act, 2013 read with rule 6 of the Companies (Meeting of Board and its power) Rules, 2014 and Regulation 19 of SEBI Listing Regulations.
As on March 31, 2024, The Nomination and Remuneration Committee comprised of:
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Name of the Director |
Status in Committee |
Nature of Directorship |
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Mr. Jaimish Govindbhai Patel (DIN:09647742) |
Chairman |
Independent Director |
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Mr. Raimeen Bhanubhai Maradiya (DIN: 09680179) |
Member |
Independent Director |
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Mrs. Madhu Ramgopal Maheshwari (DIN:00486584) |
Member |
Non-Executive Director |
16) Constitution of Stakeholders Relationship Committee:
Our Company has Constituted Stakeholders Relationship Committee as per the applicable provisions of the Section 178(5) of the Companies Act, 2013 read with rule 6 of the companies (Meeting of board and its power) rules, 2014 and Regulation 20 of SEBI Listing Regulations.
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As on March 31, 2024, the Stakeholders Relationship Committee comprised of: |
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|
Name of the Director |
Status in Committee |
Nature of Directorship |
|
Mr. Raimeen Bhanubhai Maradiya (DIN: 09680179) |
Chairman |
Independent Director |
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Mr. Jaimish Govindbhai Patel (DIN: 09647742) |
Member |
Independent Director |
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Mrs. Madhu Ramgopal Maheshwari (DIN:00486584) |
Member |
Non-Executive Director |
17) Directors'' Responsibility Statement:
Pursuant to the provisions of Section 134 (5) of the Companies Act, 2013, the Directors based on the information and representations received from the operating management confirm that:
a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b) The directors have 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 and loss of the company for that period;
c) The directors 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 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; and
e) That proper internal financial controls were in place and that the financial controls were adequate
and were operating effectively.
f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.
18) Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo:
Information in accordance with the provisions of Section 134(3) (m) of the Companies Act, 2013,
read with Rule 8 of the Companies (Accounts) Rules, 2014, regarding Conservation of energy, research and development, technology absorption, foreign exchange earnings and outgo, are enclosed as "Annexure -I" to the Board''s report.
The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate "Annexure II" forming part of this report. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of your Company. Any member interested in obtaining a copy of the same may write to the Company Secretary.
Apart from the above, no changes occurred in the Directorship of the company.
20) Extract of the annual return:
Pursuant to Section 134(3)(a) read with Section 92(3) of the Companies Act, 2013, the Annual Return of the Company is available on the website of the Company https://www.siyaramindustries.co.in.
21) Particulars of contracts or arrangements with related parties:
All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the company with related parties which may have potential conflict with the interest of the company at large. However, as part of good corporate governance, the Company has taken prior omnibus approval of the Board is obtained on annual basis for the transactions which are of a foreseen and repetitive nature. Your Directors draw your attention to notes to the financial statements for detailed related party transactions entered during the year.
Since all the related party transactions were entered by the Company in ordinary course of business and were in arm''s length basis, FORM AOC- 2 is not applicable to the Company.
22) Statutory Auditor and Auditors'' Report:
Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s Kamlesh Rathod & Associates, Chartered Accountants (FRN: 117930W), Jamnagar, Statutory Auditors of the Company have been appointed for a term of 5 year the Annual General Meeting held in 2022 till the conclusion of the Annual General Meeting to be held in the year 2027.
The Company has received confirmation from the said Auditors that they are not disqualified to act as the Auditors and are eligible to hold the office as Auditors of the company. Necessary resolution for ratification of appointment of the said Auditors is included in the Notice of AGM for seeking approval of members. The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors'' report is enclosed with the financial statements in this Annual Report.
23) Secretarial Audit and Auditors Report
As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report.
Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Murtuza Mandorwala & Associates, Practicing Company Secretary (Membership No. F10745 and C.P. No.:14284) to undertake the Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit report for the financial year ended March 31, 2024 is annexed herewith as "Annexure III" to this report. The Secretarial Audit Report contain qualification/remark, and details of the same along with Management reply are as under:
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Secretarial Auditor''s Remark |
Management Comments |
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Failed to comply with Section 148(2) of The Companies Act, 2013 read with rule 6 of The Companies (Cost Records and Audit) Rules, 2014 with in due time. |
The Company has been duly complied with the provision of section 148 of the Companies Act, 2013 for the Appointment of Cost Auditor and Submission of Cost Audit Report for the respective financial year. |
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Failed to comply with Rea. 3(5) and/or Rea. 3(6) of SEBI (Prohibition of Insider Tradina) Regulations, 2015 for the auarter endina 31st December, 2024. |
The Company has listed its Equity Shares on Stock Exchange on December 21, 2023 and due to various external factors such as allotment process, refund to subscriber and December ending ,to finalize the proper software which will suffice our requirement and can take care of all due compliances of SDD and due to such other various factors Company could not finalize the software and could not install Structured Digital Database in place before December 31, 2023. However, the Company has installed the Structured Digital Database Software from January 10, 2024 and the necessary entries in the Structured Digital Database Software has been made from time to time |
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CSR Provision were applicable to company |
As part of Good Corporate Governance, the Company has been complied the provision of section 135 of the Companies Act, 2013 and details of the same also are set out in |
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and company has to spend 11,56,011/- on or before 31st March, 2024 but The Company |
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has spent part amount i.e Rs. 11,32,000/- |
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towards CRS activity durina the year, Further as mandated under Section 135(5) the |
"Annexure-V" of this report. |
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Company has transferred the unspent amount Rs. 25000/- towards the Clean Ganga Fund |
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Specified in Schedule VII on September 5, |
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2024. |
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Further A certificate has been issued by Murtuza Mandorwala & Associates., Company Secretaries in practice, confirming that none of the Directors of the Company have been debarred or disqualified from being appointed or continuing as director by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such statutory authority. The certificate is annexed as "Annexure - IV" to this Report.
In terms of Section 138 of the Companies Act, 2013 and Rules made there under, CA Prafulla Rani Chode (Proprietor of M/s. Prafulla and Associates), Chartered Accountant, Jamnagar (Firm Regn. No.128094W), have been appointed as an Internal Auditors of the Company for Financial Year 2023-24.
During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of works includes, Review of the accuracy and reliability of the Corporation accounting records and financial reports, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths, opportunities for cost saving and recommending company for improving cost efficiencies.
As per provision of section 148(3) of Companies Act, 2013 and rule 6(2) of Companies (Cost records and audit) Rules, 2014, the company has appointed M/s Kalpit Shah & Associates having Permanent Account Number: BLMPS5814E and registration number of the firm : 003836, Ahmedabad cost auditor to audit the cost records of the company for the financial year 2024-25.
In terms of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor has to be approved by the Members of the Company. The resolutions seeking approval of the remuneration of the Cost Auditor for the financial year 2024-25 forms part of the Notice.
26) Particulars of loans, guarantees or investments under section 186:
During the year under report, the Company has not granted any loan or provided any guarantee or made any investment exceeding the limits as specified in Section 186 of the Companies Act, 2013. Hence no approval from the shareholders in this regard was required.
The Company has neither accepted nor renewed any deposits covered under section 73 to 76 of the Companies Act, 2013 during the year under review.
28) Corporate Social Responsibility (CSR):
In compliance with the provisions of section 135 of Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has adopted Corporate Social Responsibility Policy. In order to implementing CSR Policy, the Company has constituted CSR Committee. The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company, Constitution Committee, the initiatives undertaken by the Company on CSR activities during the year and other disclosures are set out in "Annexure-V" of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.
The company through its CSR initiative towards supporting projects in the areas of education, healthcare, rural development, women empowerment and various other social matters continues to enhance value creation in the society and in the community in which it operates, through its services, conduct & initiatives, so as to promote sustained growth for the society and community, in fulfillment of its role as Socially Responsible Corporate.
As on March 31, 2024, the CSR Committee comprised of:
|
Name of the Director |
Status in Committee |
Nature of Directorship |
|
Mr. Bhavesh Ramgopal Maheshwari |
Chairman |
Managing Director |
|
Mr. Jaimish Govindbhai Patel |
Member |
Independent Director |
|
Mr. Ramgopal Ochhavlal Maheshwari |
Member |
Whole-time director |
I. Authorized Capital:
During the year under review, the Company has increased its Authorized Share Capital to Rs. 20,00,00,000/- (Rupees Twenty Crore only) comprising of 2,00,00,000 (Two Crore) equity shares of Rs. 10/- each.
II. Issued, subscribed and paid-up share capital:
During the year under review, the issued, subscribed and paid-up share capital of the Company has been increased from Rs. 13,80,55,000/- (Rupees Thirteen Crore Eight Lakhs Fifty Five Thousands only) comprising of 1,38,05,500 (One Crore Thirty Eight Lakhs Five Thousands Five Hundred) equity shares of Rs. 10/- each to Rs. 18,79,75,000/- (Rupees Eighteen Crore Seventy Nine Lakhs Seventy Five Thousands only) comprising of 1,87,97,500 (One Crore Eighty Seven Lakhs Ninety Seven Thousands Five Hundred) equity shares of Rs. 10/- each and the changes accrued due to the Initial Public Offer (IPO).
The Risk Management process that is followed to identify, assess and prioritize risks that need to be minimized, monitored and mitigated is quite elaborate. These measures help in reducing and controlling the impact of adverse events and maximize the realization of opportunities.
Management''s Discussion and Analysis Report for the year under review, is presented in a separate section forming part of the Annual Report and is annexed herewith as "Annexure VI"
32) Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
Your Company has in place a formal policy for the prevention of sexual harassment of its women employees in line with "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013". The Company has formed Internal Complaint Committee who periodically conducts sessions for employees across the organization to build awareness about the Policy and the provisions of Prevention of Sexual Harassment Act.
33) Reporting of frauds by auditors:
During the year under review, the statutory auditor has not reported to the board, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board''s report.
34) Vigil Mechanism/Whistle Blower Policy:
The Company has established a Vigil Mechanism for the Directors and Employees of the Company by adopting the Whistle Blower Policy to report about the genuine concerns, unethical behavior, fraud or violation of Company''s Code of Conduct. The Company has in place a confidential reporting mechanism for any whistle blower to report a matter.
The Board of Directors has 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 has been posted on the Company''s website at https://www.siyaramindustries.co.in The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management Personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.
M/s Cameo Corporate Services Limited is a Registrar and Share Transfer Agent of the company in order to Compliance with the provision of Companies Act, 2013. All the equity shareholders of the Company have Demat their Equity Shares as on March 31, 2024 and none of shareholders holding shares in physical form.
37) Internal Financial Controls and its adequacy:
The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of
Chartered Accountants of India (''ICAI''). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to 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 information, as required under the Act.
38) Declaration by independent directors:
All Independent Directors have given their declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and Listing Regulations. In the opinion of the Board, all the Independent Directors are well experienced business leaders. Their vast experience shall greatly benefit the Company. Further, they possess integrity and relevant proficiency which will bring tremendous value to the Board and to the Company.
The Company has adequate skilled & trained workforce for its various areas of operations and the skills up gradation of which is being done on continuous basis for improving the plant operations and quality process. The Company has taken sufficient measures to maintain Industrial Health and Safety at its workplace for employees as laid in the Gujarat State Factories Rules, 1963. The Company is also complying and maintaining all applicable Industrial and Labour laws/ rules.
40) Listing with Stock Exchange
The Company confirms that it has not defaulted in paying the Annual Listing Fees for the financial year 2023-24 to the BSE Limited where the shares of the Company are listed.
41) Prevention of Insider Trading
The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.
42) Transfer to Investor Education & Protection Fund
In accordance with the applicable provisions of Companies Act, 2013 (hereinafter referred to as "the Act") read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (hereinafter referred to as the "IEPF Rules"), all unclaimed dividends are required to be transferred by the Company to the IEPF, after completion of seven (7) years. Further, according to IEPF Rules, the shares on which dividend has not been claimed by the shareholders for seven (7) consecutive years or more shall be transferred to the demat account of the IEPF Authority, but there is no such unpaid dividend of last seven years, so this clause is not applicable to the company.
^^¦43) Annual Evaluation of Board Performance and Performance of its Committees and of Individual Directors:
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Stakeholders Relationship, Nomination & Remuneration Committees from time to time.
44) Policy Relating to Directors Appointment and Remuneration:
The Company has made disclosure Policy for appointment and remuneration of directors and other matters referred to in Section 178(3) of the Act with rule 6 of the Companies Meeting of Board and its power), Rules, 2014 and the details of the same as provided in company''s web site https://www.siyaramindustries.co.in/company_policies.html.
During the year the Company has paid remuneration to its directors as more particularly described in notes to accounts of Audited Financial Statement & No Sitting fees have been paid to the directors.
46) Status of Cases Filed Under Insolvency and Bankruptcy Code, 2016:
The company has not made any application during the financial year 2023-24.
47) Compliances of Applicable Secretarial Standards:
The Board of Directors affirms that the company has complied with the applicable Secretarial Standards issued by the Institute of Companies Secretaries of India SS-1 and SS-2 respectively relating to Meetings of the Board, its Committees and the General Meetings.
48) The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof:
Not Applicable
49) Acknowledgement and appreciation:
The Directors take this opportunity to express their deep sense of gratitude to the Banks, Central and State Governments and their Departments and the Local Authorities for their continued guidance and support. Your directors would also like to record its appreciation for the support and cooperation your Company has been receiving from its shareholders, suppliers, dealers, business partners and others associated with the Company and we are deeply grateful for the confidence and faith that you have always reposed in us.
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