Dear Members,
Your directors have pleasure in presenting their 44th Annual
Report together with the Audited Financial Statements for the year ended on 31st
March 2024.
Operations and State of Affairs of the Company:
| Particulars |
Standalone Basis |
Consolidated Basis |
|
2023-24 |
2022-23 |
2023-24 |
2022-23 |
| Revenue from Operations |
61,597.36 |
59,970.82 |
64387.06 |
60,706.59 |
| Other Income |
649.25 |
450.44 |
649.25 |
450.44 |
| Profit for the year before Interest, Depreciation,
Amortization |
10,126.98 |
9,111.24 |
12,343.22 |
9,639.52 |
| & Tax |
|
|
|
|
| Finance Cost |
1789.63 |
1,788.23 |
1789.63 |
1,788.23 |
| Depreciation and Amortization Expense |
3468.72 |
3,317.84 |
3568.88 |
3,330.56 |
| Profit before Tax |
4868.63 |
4,005.17 |
6984.71 |
4,520.72 |
| Net Profit for the year |
3612.98 |
2,999.41 |
5729.06 |
3,514.96 |
Note:
The above figures are extracted from the Standalone and Consolidated
Financial statements prepared in accordance with Indian Accounting Standards (Ind AS) as
specified in the Companies (Indian Accounting Standards) Rules, 2015, read with Regulation
33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Operations and Business
The expansion of Pharma Facility has been completed. Key developments
during the year in the business development of the Company are covered in the Management
Discussion and Analysis (MDA).
Subsidiary of the Company
Shaily (UK) Ltd., established in the United Kingdom as a Private
Limited Company, is a wholly owned subsidiary of the Company. Shaily (UK) Ltd. operates as
a Design Centre and a Research & Development division for varied medical and drug
delivery devices. A statement containing the salient features of the Financial Statements
of Shaily (UK) Ltd. as on 31st March 2024 as required under Section 129(3) of
the Companies Act 2013 is attached as Annexure-A.
In terms of the provisions of Section 136 of the Companies Act, 2013,
the Annual Report of the Company, containing therein its Standalone and Consolidated
Financial Statements is hosted on the website of the Company at www.shaily.com. Further,
Audited Annual Financial Statements of Shaily (UK) Ltd. as on 31st March 2024,
is available on the website of the Company at https://www.
shaily.com/investors/compliances-policies/shaily-uk-ltd-wholly-owned-subsidiary The
Company does not have any associate or joint venture Company. Shaily(UK) contributed the
total revenue of H2789 lacs and PAT(profit after tax) of H2115.72 lacs as on 31st
March 2024.
Dividend
The Board of Directors at their meeting held on 24th May
2024 has recommended a final dividend of H1 per Equity share having face value of H2 each
for the Financial Year ended on
31st March 2024. The Dividend for the Financial Year ended
31st March 2024 is subject to the approval of members at the ensuing Annual
General Meeting to be held on 21st September 2024 and will be paid within a
statutory time period, if approved by the members at the 44th Annual General
Meeting.
Dividend Distribution Policy
In compliance with Regulation 43A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has
adopted Dividend Distribution Policy, which is placed on the at of the Company weblink
https://static.shaily.com/ROo8JgnUQPiO3h8HqMY0- dividend- distribution-policy-pdf
Transfer to Reserves
The Board does not propose to transfer amounts to any reserve(s) out of
the amount available for appropriation.
Sub- Division of Equity Shares
With a view to enhance the liquidity of the Company?s equity
shares and to encourage the participation of small investors by making equity shares more
affordable to invest in the equity shares of the Company, the Board of Directors and
Members of the Company at their meetings held on 2nd September 2023 and on 29th
September 2023 respectively, considered and approved the Sub-division of the existing
Equity shares of the Company from the nominal value of H10 (Rupees Ten Only) to Nominal
Value of H2 (Rupees Two Only) per Equity share.
Management Discussion and Analysis
In terms of the provisions of Regulation 34 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 read with Schedule V of the
said regulations, Management Discussion and Analysis is set out in this Annual Report.
Certain statements in the said report may be forward looking. Many factors may affect
actual results, which could differ from what the Directors envisage in terms of future
performance and outlook.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo
The information required under Section 134(3)(m) of the Companies Act,
2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed herewith as
Annexure B.
Utilization of funds from proceeds of Preferential Issue
The Company has utilized the entire amount raised through Preferential
Issue towards the objects for which the same were raised.
Directors & Key Managerial Personnel
Retirement by Rotation
As per the provisions of the Companies Act, 2013, Mr. Laxman Sanghvi
(DIN: 00022977) as a Director, retires by rotation at the forthcoming 44th
Annual General Meeting of the Company and being eligible, seeks re-appointment. The Board
recommends his re-appointment.
Re-appointment of Managing Director
Mr. Amit Sanghvi was reappointed as a Managing Director of the Company,
effective from 1st October 2023, for a further period of three (3) years from 1st
October 2023 to 30th September 2026 by the Board of Directors, at its meeting
held on 20th May 2023, which was approved by the members at the 43rd
Annual General Meeting of the Company.
Re-appointment of Independent Director
Mr. Ranjit Singh was reappointed as an Independent Director of the
Company, effective from 18th May 2024 for the further period of five (5) years
starting from 18th May 2024 to 17th May 2029 by the Board of
Directors at their meeting held on 13th February 2024, which was approved by
the members through Postal Ballot.
Key Managerial Personnel
As on 31st March 2024, the Key Managerial Personnel of the
Company are Mr. Mahendra Sanghvi, Executive Chairman, Mr. Laxman Sanghvi, Executive
Director, Ms. Tilottama Sanghvi, Whole Time Director, Mr. Amit Sanghvi, Managing Director,
Mr. Sanjay Shah, Chief Financial Officer & Chief Strategy Officer and Ms. Dimple
Mehta, Company Secretary & Compliance Officer, in accordance with Section 203 of the
Companies Act, 2013.
During the period under review, there were changes in Key Managerial
Personnel as outlined below
1. Mr. Ashish Somani resigned from the office of Chief Financial
Officer of the Company, effective from close of business hours on 12th August
2023.
2. Mr. Sanjay Shah was appointed as Chief Financial Officer with effect
from 7th November 2023.
Further, Mr. Sanjay Shah ceased to be Chief Financial Officer and
continued as Chief Strategy Officer of the Company with effect from 24th May
2024 and Mr. Paresh Jain was appointed as Chief Financial Officer with effect from 24th
May 2024.
Meetings of Board
The Board met six (6) times during the Financial Year. Details of the
meeting(s) are provided in the Corporate Governance Report that forms part of this Annual
Report. The maximum interval between any two meetings did not exceed 120 days, as
prescribed in the Companies Act, 2013.
Policy on Nomination & Remuneration
The existing policy is to have an appropriate mix of Executive and
Non-executive and independent directors to maintain the independence of the Board and
separate its functions of governance and management. As of 31st March 2024, the
Board had a total nine (9) members, four (4) of whom are Executive directors and five (5)
are Non-Executive and Independent Directors. The Board has two Women Directors, out of
which one-Woman Director is an Executive Director and one-Woman Director is a
Non-executive and Independent Director.
The Board has, on the recommendation of the Nomination &
Remuneration Committee, framed and adopted a policy for the selection and appointment of
Directors, Senior Management and their remuneration. The Remuneration Policy on the
appointment and remuneration of Directors and Key Managerial Personnel provides a
framework based on which our human resources management aligns their recruitment plans for
the strategic growth of the Company
The policy of the Company on Directors? appointment and
remuneration, including criteria for determining qualifications, positive attributes,
independence of a director and other matters, as required under sub-section (3) of Section
178 of the Act, in accordance with SEBI (Listing Obligations and Disclosure Requirements),
2015, is available at our website at https:// static.shaily.com/NVmusaHvSkCkSxPngRsT-sepl-
nomination-remuneration-policy-pdf.
During the period of under review, there is no change in the Nomination
and Remuneration Policy of the Company during the financial year 2023-24.
Salient features of the Nomination & Remuneration Policy are as
under:
1. Setting out the objectives of the Policy
2. Definitions for the purpose of the Policy
3. Policy for appointment and removal of Directors, Key Managerial
Personnel and Senior Management.
4. Policy relating to the remuneration for the Directors, Key
Managerial Personnel, Senior Management Personnel and other employees.
5. Remuneration to Non-Executive/Independent Directors.
We affirm that the remuneration paid to the Directors is as per the
terms laid out in the Nomination and Remuneration policy of the Company.
Declaration by Independent Directors
The Independent Directors of the Company have given their declaration
to the Company that they meet the criteria of independence as specified under the
Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements),
Regulations 2015.
Familiarization Programme
All new Independent Directors inducted into the Board attend an
orientation program. At the time of the appointment of an Independent Director, the
Company issues a formal letter of appointment outlining their role, function, duties and
responsibilities as an Independent Director. The format of the letter of appointment is
available on our website at https://
static.https://static.shaily.com/86x2nOBMRpWOW5up9Pa4-specimen-letter-of-appointment-for-independent-director-pdf-pdf
The Board members are provided with necessary reports, internal policies, periodical plant
visits to enable them to familiarize with the Company?s procedures and practices.
Periodic presentations are made at the meetings of the Board and the committees, on
business and performance updates, global business environment, business strategy and risks
involved.
The details of familiarization Programme imparted to Independent
Directors are available on our website at https://
static.shaily.com/WKU72dYsQRaDuLhm5yL2-familiarisation-programm-for-independent-directors-pdf
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, and Nomination and
Remuneration Policy of the Company, the Nomination and Remuneration Committee
("NRC") and the Board has carried out the annual performance evaluation of the
Board, its Committees and individual Directors by way of individual and collective
feedback from Directors. The Independent Directors have also carried out annual
performance evaluation of the Chairperson, the non-independent directors and the Board as
a whole. Structured questionnaires covering the evaluation criteria laid down by the NRC,
prepared after taking into consideration inputs received from Directors, were used for
carrying out the evaluation process.The Directors expressed their satisfaction with the
evaluation process.
The framework includes evaluation of Directors on various parameters
such as: Board dynamics and relationships.
Information flows Decision – making.
Company performance and strategy
Tracking board and committee?s effectiveness Peer evaluation
Committees of the Board
The Board has five (5) committees, namely: Audit Committee Nomination
& Remuneration Committee Stakeholders? Relationship Committee Corporate Social
Responsibility Committee Risk Management Committee
A detailed note on the composition of the Board and its committees is
provided in the Corporate Governance Report, which forms part of this Annual Report.
During the year, there were no instances where the Board has not
accepted recommendation(s) of any Committee of the Board.
Corporate Governance
The Company believes in adopting the best practices of Corporate
Governance. Corporate Governance Principles are enshrined in the spirit of the Company,
forming its core values. These guiding principles are also articulated through the
Company?s code of business conduct, corporate governance guidelines, charter of
various sub-committees and disclosure policy.
Report on Corporate Governance for F.Y. 2023-24 forms part of this
Annual Report.
Corporate Social Responsibility (CSR)
Being an Indian Company, we are motivated by the Indian ethos of Dharma
as a key plank for organizational self-realization. The Company recognizes that its
operations impact a wide community of stakeholders, including investors, employees,
customers, business associates and local communities and that appropriate attention to the
fulfilment of its corporate responsibilities can enhance overall performance. The Company
continues its CSR spend towards support to local initiatives, health/medical and education
sector, sanitation/cleanliness, Rural Development and such varied activities towards
Corporate Social Responsibility initiatives.
The Company under its CSR initiative has partnered with Sigma Group of
Institutes to promote and strengthen Indian Start up Eco system by initiating Shaily Sigma
Incubation Centre. In compliance with the requirements of Section 135 of the Act, the
Company has laid down a CSR Policy. The composition of the Committee, contents of CSR
Policy and report on CSR activities undertaken during FY 2023-24 in the format prescribed
under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed
herewith as Annexure C.
Annual Return
A copy of the Annual Return as required under Section 92(3) of the Act
has been placed on the website of the Company. The web-link as required under Section
134(3)(a) of the Companies Act 2013 is as under; https://www.shaily.com/investors/
compliances-policies/annual-return
Particulars of Employees and related disclosures
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as
Annexure D.
A statement showing the names and particulars of the employees falling
within the purview of Rule 5(2) of the aforesaid rules are provided in the Annual Report.
The Annual Report is being sent to the members of the Company excluding the aforesaid
information. The said information is available for inspection at the Registered Office of
the Company during working hours and the same will be furnished on request in writing to
the members.
Audit Reports
The Independent Auditor?s Report on Standalone and Consolidated
Financial Statements for F.Y. 2023-24 does not contain any qualification, reservation or
adverse remark. The Independent Auditors? Report is enclosed with the Financial
Statements in this Annual Report.
The Secretarial Auditors? Report for F.Y. 2023-24 does not contain
any qualification, reservation or adverse remark. The Secretarial Auditor?s Report is
annexed herewith as Annexure E. As required under the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Auditor?s certificate on Corporate
Governance is enclosed with the Corporate Governance Report in this Annual Report. The
Auditor?s certification on the requirement of Corporate Governance for F.Y. 2023-24
does not contain any qualification, reservation or adverse.
The Company has obtained Certificate from M/s Samdani Shah & Kabra,
Company Secretaries, Vadodara and Secretarial Auditors of the Company regarding Non-
disqualification of Directors, which is enclosed with the Corporate Governance Report in
this Annual Report. Accordingly, none of the Directors are disqualified.
Reporting of fraud by auditors
During the F.Y. 2023-24, neither of the auditors viz., Statutory
Auditors, Secretarial & Corporate Governance Auditors, nor Cost Auditors have reported
to the Audit Committee, under Section 143(12) of the Companies Act, 2013, any instances of
fraud committed against the Company by its officers or employees.
Auditors
Statutory Auditors
In Compliance with the provisions of section 139 of the Act, read with
the Companies (Audit and Auditors) Rules, 2014, M/s. B S R and Co., Chartered Accountants
(Firm Registration number 128510W) (a member entity of BSR & Affiliates) was appointed
as Statutory Auditor of the Company by the Members at their 43rd Annual General
Meeting ("AGM") held on 29th September, 2023, to hold office for the
2nd term of Five (5) years i.e. up to the conclusion of 48th Annual
General Meeting to be held for F.Y. 2027-28.
Secretarial & Corporate Governance Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Board at its meeting held on 24th May 2024 have appointed M/s Samdani Shah
& Kabra, Company Secretaries, as secretarial auditors of the Company, to undertake the
Secretarial Audit of the Company for the F.Y. 2024-25.
Cost Auditors
M/s Y. S. Thakar & Co., Cost Accountants, Vadodara, are appointed
as Cost Auditors of the Company to conduct an audit of cost records of the Company for
F.Y. 2024-25.
Based upon the declaration on their eligibility, consent terms of
engagement, the Board at its meeting held on 24th May 2024, have appointed the
Cost Auditors, and recommends the ratification of remuneration to be paid to the Cost
Auditors for F.Y. 2024-25 to the shareholders of the Company.
Maintenance of Cost Records as specified by the Central Government
under Section 148(1) of the Companies Act, 2013 is applicable to the Company and
accordingly such accounts & records are prepared and maintained, as required, from
time to time.
Internal Auditors
M/s Shah Jain & Hindocha, Chartered Accountants, based at Vadodara,
are appointed as Internal Auditors of the Company for F.Y. 2024-25.
Business Responsibility and Sustainability Report
Report on Business Responsibility and Sustainability, in the format as
prescribed by the Securities and Exchange Board of India, is annexed herewith as Annexure
- F
Policy on Business Responsibility and Sustainability Reporting is
available on the Company website at https://static.shaily.com/2KfgCI1USEm3mfq4QcmR-brsr-policy-pdf
Risk Management
The Company has a mechanism in place to identify, assess, monitor and
mitigate various risks to key business objectives. Major risks identified by the
businesses and functions are systematically addressed through mitigating actions on a
continuing basis. These are discussed at the meetings of the Risk Management Committee,
Audit Committee and the Board of Directors of the Company.
The Risk Management Policy of the Company is available on the website
of the Company at weblink https://static.shaily.com/
xPWCj6xeT06ZOyzinzhU-sepl-risk-management-policy-pdf
Vigil Mechanism
The Company has a well-defined "Whistle Blower Policy" and
has established a robust Vigil Mechanism for reporting of concerns raised by employees and
to provide for adequate safeguards against victimization of Directors and employees who
follow such mechanism and has also made provision for direct access to the Chairman of
Audit Committee in appropriate cases.
The Vigil Mechanism Policy of the Company is available on the
Company?s website at weblink https://static.shaily.
com/6YQbFHzPS1eqWAVJ3sIk-sepl-vigil-mechanism-policy-pdf
Internal Financial control & its adequacy
The Company?s internal control procedures, which include internal
financial controls, ensure compliance with various policies, practices and statutes and
keep in view the organization?s pace of growth and increasing complexity of
operations. The internal auditors team carries out extensive audits throughout the year
across all plants and functional areas and submits its reports to the Audit Committee of
the Board of Directors.
SHARE CAPITAL a. Authorised and Paid-up Capital
During the year under review there was no change in Authorized and Paid
up Share Capital of the Company. However, the Equity Shares of the Company were subdivided
from the nominal value of H10 (Rupees Ten Only) to nominal value of H2 (Rupees Two Only)
per Equity share. As a result, the Authorised share capital of the company as on 31st
March 2024 is H16,00,00,000 (Rupees Sixteen Crores only) comprising of 8,00,00,000 (Eight
Crores only) Equity Shares of H2 (Rupees Two only) each and issued, subscribed and paid-up
share capital of the company is H9,17,35,020 (Rupees Nine Crore Seventeen Lakhs
Thirty-Five Thousand Twenty Only) comprising of 4,58,67,510 (Four Crores Fifty-eight Lacs
Sixty-seven Thousand Five Hundred Ten only) EquityShares of H2 (Rupees Two only) each).
b. BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year
under review.
c. SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year
under review.
d. BONUS SHARES
No Bonus Shares were issued during the year under review.
e. EMPLOYEES STOCK OPTION PLAN
During the period under review, the Company has granted 2,66,500
options. Details are as follows: a. Grant of Options 51,100 (after sub-division it was
2,55,500 options) on 1st October 2023. b. Grant of Options 11,000 on 14th
February 2024 to the Eligible Employees of the Company under the Employee Stock Option
Plan 2019 (‘ESOP 2019?). Details of Options granted during the F.Y. 2023-24
pursuant to Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 are
given hereunder:
| (a) options granted; |
2,66,500 |
| (b) options vested; |
N.A. |
| (c) options exercised; |
N.A. |
| (d) the total number of shares arising as a result of
exercise of option; |
N.A. |
| (e) options lapsed; |
N.A. |
| (f) the exercise price; |
N.A. |
| (g) variation of terms of options; |
N.A. |
| (h) money realized by exercise of options; |
N.A. |
| (i) total number of options in force; |
2,66,500 |
| (j) employee wise details of options granted to:— |
|
| (i) key managerial personnel. |
1. Mr. Sanjay Shah (Chief Strategy Officer) 50,000 options |
|
2. Mr. S K Dash (Vice President - Technical Services) 22,500
options |
| (ii) any other employee who receives a grant of options in
any one year of option amounting to five per cent or more of options granted during that
year. |
1. Mr. Rajesh Sharma (General Manager - Business Developer)
26,250 options |
|
2. Mitesh Patel (General Manager - Production) 15,000 options |
|
3. Jayesh Shah (General Manager - QA) 13,500 options |
| (iii) identified employees who were granted option, during
any one year, equal to or exceeding one per cent of the issued capital (excluding
outstanding warrants and conversions) of the company at the time of grant. |
N.A. |
The members at their meeting held on 29th September 2023
approved sub-division of existing Equity Shares of the Company from the nominal value of
H10 (Rupees Ten only) to nominal value of H2 (Rupees Two only) per Equity share.
Accordingly, H1 equity share of the Company having a face value of H10 each (fully
paid-up) divided into 5 equity shares of H2 each (fully paid up) w.e.f. 23rd
November 2023 (record date). In view of the above sub-division of the equity shares of the
Company and as mention in the ESOP 2019, the total options that can be granted granted
under ESOP 2019 and the Options granted by the Nomination & Remuneration Committee
(NRC) on 8th August, 2023, shall be augmented in the same proportion as the
face value per equity share shall bear to the revised face value of the equity shares of
the Company after such sub-division, without affecting any other rights or obligations of
the said grantees. Accordingly, total number of options for which Member?s approval
obtained is 6,70,859 options.
The Scheme was in compliance with SEBI (Share Based Employee Benefits)
Regulations, 2014 and amended as per SEBI (Share Based Employee Benefits and Sweat Equity)
(‘SEBI SBEB & SE Regulations?) in the meetings of NRC and Board held on 8th
February 2023. There was no change in the Scheme except regulatory amendments as per SEBI
SEBEB & SE Regulations. Pursuant to Regulation 13 of the SEBI SBEB & SE
Regulations Regulations, 2021, a certificate from M/s. Samdani Shah and Kabra, Secretarial
Auditors of the Company with respect to implementation of the Scheme with SEBI SBEB &
SE Regulations and in accordance with the Member?s resolution in this regard, will be
placed at the ensuing Annual General Meeting for inspection by the Members electronically.
Insurance
All the properties and assets of the Company are adequately insured.
Code of Conduct
The Company has laid down a Code of Conduct applicable to the Board of
Directors and Senior management personnel of the Company, which is available on
Company?s website at https://
static.shaily.com/dWP7hcZHQjC9ueTpqBYt-company-code-of-conduct-policy-pdf. All Board
members and senior management personnel have affirmed compliance with the Code of Conduct.
Insider Trading Policy
As required under the Insider Trading Policy Regulations of SEBI and
amendments thereto, your directors have framed Insider Trading Regulations and Code of
Internal Procedures and Conducts for Regulating, Monitoring and Reporting of Trading of
shares by Insider as well as Code of Practices and Procedures for Fair Disclosure of
Unpublished Price Sensitive Information. The same is also posted on the website of the
Company at https://static.shaily.com/xWqBrgNwSlyuGxgz8uAH-code-of- conduct-pdf.
Related Party Transactions
All Related Party Transactions entered into by the Company during the
Financial Year were in an ordinary course of business and on an arm?s length basis.
During the year, the Company did not enter into any related party transactions which could
be considered material. Hence, there is no information to be provided as required under
Section 134(3)(h) of the Companies Act 2013 read with Rule 8(2) of the Companies
(Accounts) Rules, 2014.
The Directors draw attention of the members to Note No. 33 to the
Standalone and Consolidated Financial Statements provided in this Annual Report, which
sets out related party disclosures.
Particulars of Loans, Guarantees or Investments
Loans, guarantees and investments covered under Section 186 of the
Companies Act, 2013 form part of the Notes to the Financial Statements provided in this
Annual Report.
Deposits
The Company has not accepted deposits from the public falling within
the ambit of section 73 of the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014. Therefore, the requirement of applicable laws and regulations for
disclosure of details of deposits under section 134(3)(q) of the Companies Act, 2013 and
rule made thereunder is not applicable.
Secretarial Standards
The Company complies with all the applicable Secretarial Standards
issued by The Institute of Company Secretaries of India.
Obligation of Company under Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
The Company strongly believes in providing a safe and harassment free
workplace for each and every individual working for the Company. The Company has in place
a Policy against Sexual Harassment at workplace in line with the requirement of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An
Internal Complaints Committee (ICC) has been constituted under the said Act to redress
complaints received regarding Sexual Harassment. All employees (permanent, contractual,
temporary and trainees) are covered under this Policy. During the year, no complaint was
received by the Company.
Material Changes
There have been no material changes and commitments from the close of
F.Y. i.e. since 31st March 2024 till the date of the Board?s report, which
may affect the financial position of the Company.
Change in nature of business
There has been no change in the nature of business of the Company.
Significant and material orders passed by Regulators/ courts tribunal
There were no significant and material orders passed by the Regulators
or Courts or Tribunals that may impact the going concern status of the Company and
Company?s operations in future.
Green Initiative
Electronic copies of the Annual Report for F.Y. 2023-24 and the Notice
of the 44th Annual General Meeting are being sent to all members whose email
addresses are registered with the Registrar & Share Transfer Agents (RTA) of the
Company / Depository participant(s).
The regulatory authorities i.e. Ministry of Corporate Affairs
("MCA") has vide its 09/2023 dated 25th September, 2023 and the
Securities and Exchange Board of India vide its Circular No.
SEBI/HO/CFD/CFD/-PoD-2/P/CIR/2023/167 dated 7th October, 2023 permitted the
Companies for holding of the Annual General Meeting ("AGM") through Video
Conferencing/Other Audio Visual Means ("VC/ OAVM"), without the physical
presence of the Members at a common venue.
It is hereby requested to all the shareholders to kindly update your
email id with your Depository Participant in case of shares are held in Demat and with
Company?s Registrar and Transfer Agent in case of shares are held in physical to
ensure timely receipt of required information.
44th Annual General Meeting
The Ministry of Corporate Affairs ("MCA") vide General
Circular No. 09/2023 dated 25th September, 2023 and Securities and Exchange
Board of India vide Circular No. SEBI/HO/CFD/CFD/-PoD-2/P/CIR/2023/167 dated 7th
October, 2023, continued to allow companies to hold General Meetings through Video
Conferencing facility or through other audio-visual means. Hence, for the convenience of
the members, the Company has decided to continue to hold its Annual General Meeting
through Video Conference, to facilitate members attending the 44th Annual
General Meeting of the Company.
Details of the meeting and the facility is provided in the Notice of
the 44th Annual General Meeting.
Application(s) made/proceedings pending under the Insolvency and
Bankruptcy Code, 2016
The Company has made an application under the Insolvency and Bankruptcy
Code, 2016, with the National Company Law Tribunal, Ahmedabad Bench ("the NCLT")
against one of its customers, Agile Plast Pvt. Ltd. Value of Litigation is H27 lacs. As on
31st March 2024, the matter is pending before the NCLT. The NCLT, vide its
order dated, 30th March 2022, had adjourned the matter sine die in light of the
case of Jumbo Paper Products v HansRaj Agrofresh (Civil Appeal 7032/2021) which is
currently pending before the Supreme Court of India and has the same subject matter as the
one in Shaily?s claim before the NCLT. Thus, the matter before NCLT is currently
pending as it has been revived and we are waiting for the judgement of the Supreme Court
in the aforementioned case in order to get the next hearing date scheduled. Since the
likelihood of favourable judgement before the Supreme Court in the aforementioned matter
is high, the likelihood of NCLT?s matter in favour of Shaily is high.
General Disclosures:
The Company does not have any scheme of provision of money for the
purchase of its own shares by employees or by trustees for the benefit of employees.
The Managing Director and the Whole Time Directors during F.Y. 2023-24
have not received any amount as commission from the Company.
The Managing Director and the Whole Time Directors during F.Y. 2023-24
have not received any commission/ remuneration from the Subsidiary Company. The Company
does not have any Holding Company.
During F.Y. 2023-24, there was no instance of one-time settlement with
any Bank or Financial institution. Hence, the disclosure requirement in the context is not
applicable.
Directors? Responsibility Statement
In terms of the provisions of Section 134(5) of the Companies Act 2013,
the Board of Directors, the Directors confirm that: in preparation of the annual accounts
for the F.Y. ended 31st March 2024, the applicable accounting standards have
been followed along with proper explanation relating to material departures, if any.
They have selected such accounting policies and applied them
consistently and made judgements 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 profit and loss of the Company for that period.
They have taken proper and sufficient care towards 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.
They have prepared the annual accounts on a going concern basis.
They have laid down internal financial controls to be followed by
the Company, which are adequate and are operating effectively; and They have devised
proper systems to ensure compliance with the provisions of all applicable laws and such
systems are adequate and operating effectively.
Acknowledgement
We thank our customers, suppliers, business partners, employees and
various statutory authorities for their continuos support during the year. Our consistent
growth is made possible by their hard work, solidarity, cooperation and support.
We look upon them as partners in its progress. It will be
Company?s endeavor to build and nurture strong links with the trade based on
mutuality of benefits, respect to and co- operation with each other, consistent with
consumer interests and looks upon all the stakeholders for their continued support in
future.