To, The Shareholders,
The Directors of your Company have pleasure in presenting their Thirty-Three Annual
Report on the business and operations of the Company and Audited Accounts for the
financial year ended on 31st March 2025.
FINANCIAL RESULTS:
The Company's financial performance, for the year ended March 31, 2025 is summarized
below:
|
CurrentYear |
Previous Year |
|
(Rs. Thousand) |
In(Rs. In Thousand) |
|
2024-25 |
2023-24 |
Sales and Other Income |
853469.86 |
192497.27 |
Profit/(loss) Before Tax |
21427.32 |
(45558.71) |
Less: Tax |
0 |
0 |
Current Tax |
0.00 |
0.00 |
Deferred Tax |
(0.07) |
(0.87) |
Net Profit /(Loss) for the year |
21427.25 |
(45559.57) |
Total comprehensive income |
21427.25 |
(45559.57) |
STATE OF COMPANY'S AFFAIRS AND FINANCIAL PERFORMANCE:
The Company has achieved total revenue of Rs. 853469.86 thousand as against that of Rs.
192497.27 thousand in the previous year. The Profit/ (loss) before Tax for the year
amounts to Rs. 21427.32 thousand against that of Rs. (45558.71) thousand in the previous
year. The Profit/ (loss) after tax amounted to Rs. 21427.25 thousand against that of Rs.
(45559.57) thousand in the previous year. Your directors are striving hard to improve
performance of the Company.
CHANGE IN NATURE OF BUSINESS, IF ANY:
There is no change in the nature of business of the company for the year under review.
DIVIDEND AND DIVIDEND DISTRIBUTION POLICY:
Considering the present financial status of the Company, your directors do not
recommend any dividend for the year under report. In terms of the regulation 43A of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board
approved and adopted Dividend Distribution Policy of the Company. The policy can be
accessed at https://www.eurekaindltd.com/company-policies.html
CHANGES IN SHARE CAPITAL:
The Authorised Share Capital of the Company as on 31st March, 2025
Rs.60,00,00,000/- divided into equity shares of 6,00,00,000 of Rs. 10/- each and Paid-Up
Equity Share Capital was Rs. 8,75,00,000/- divided into equity shares of 87,50,000 of Rs.
10/- each.
Further, the Board of Directors in their Meeting held on 28th August, 2024
has proposed to increase the Authorised Share Capital of the Company from Rs.
10,00,00,000/- (Rupees Ten Crore Only) divided into 1,00,00,000 (One Crore Only) Equity
Shares of Rupee 10/- (Rupees Ten Only) each to Rs. 60,00,00,000/- (Rupees Sixty Crores
Only) divided into 6,00,00,000 (Six Crores Only) Equity Shares of Rupee 10/- (Rupees Ten
Only) each subject to approval of Shareholders in 32nd Annual General Meeting
and the Ordinary Resolution was passed by the Shareholders of the Company in the 32nd
Annual General Meeting dated 30th September, 2024.
Further during the year under review, the company has applied for Right issue of fully
paid Equity Shares up to 4,90,00,000 at a Face value of Rs. 10 each and for the said
letter of offer was filed to BSE on 24th March, 2025. We have not received
approval for basis of Allotment filed with BSE limited on 12th May, 2025, due
to the non- receipt of said approval from the BSE limited with in stipulated timeline, the
company is unable to complete the procedure for credit of shares to demat accounts of the
shareholder and withdrawn the right issue on 30th May, 2025.
SHIFTING OF REGISTERED OFFICE:
During the year under review the registered office of the Company was shifted from
1001, Shitiratna, 10th floor, Panchvati, Ellisbridge, Ahmedabad, Gujarat-
380006 to A-505, Titanium City Centre, Near Sachin Tower, 100 Feet Ring Road, Anandnagar,
Satellite, Jodhpur Char Rasta, Ahmedabad, Ahmadabad City, Gujarat, India, 380015 with
effect from 11th October, 2024.
ALTERATION OF MEMORANDUM OF ASSOCIATION:
During the year financial year 2024-25 the Company has made following changes in the
Memorandum of Association of the company
Board of Directors in their Meeting held on 28th August, 2024 and with
subsequent approval of members in the Annual General Meeting held on 27 th
September, 2024 altered the Memorandum of Association of the company as follows:
1. Increase the Authorised Share Capital of the Company from Rs. 10,00,00,000/-
(Rupees Ten Crore Only) divided into 1,00,00,000 (One Crore Only) Equity Shares of Rupee
10/- (Rupees Ten Only) each to Rs. 60,00,00,000/- (Rupees Sixty Crores Only) divided into
6,00,00,000 (Six Crores Only) Equity Shares of Rupee 10/- (Rupees Ten Only) each
subject to approval of Shareholders in ensuing 32nd Annual General Meeting and
the Ordinary Resolution was passed by the Shareholders of the Company in the 32nd
Annual General Meeting dated 30th September, 2024
As on the date of this report, Board of Directors in their Meeting held on 28th
August, 2024 altered the Memorandum of Association (“MOA”) of the company.
During the year under review the Company has not made any changes in the Memorandum of
Association of the company as Alteration of MOA was proposed but the requisite number of
votes were not received to fulfill the criteria of Special Resolution. Hence, not passed
at the 32nd AGM dated 27th September, 2024.
Further, Upon enactment of the Companies Act, 2013, (“Act”) the Memorandum of
Association of the Company were required to be re-aligned as per the provisions of the new
Act. As per the Companies Act, 2013, a Company can have only following objects clause in
its Memorandum of Association
1. The objects to be pursued by the company on its incorporation i.e. main objects. 2.
Matters which are necessary for furtherance of the main objects.
The company is proposing this amendment to make necessary alterations. As a result, we
are re-proposing the matters for consideration in this ensuing 33rd AGM.
ALTERATION OF ARTICLES OF ASSOCIATION:
During the year under review the Company has not made any changes in the Articles of
Association of the company as Alteration of AOA was proposed but the requisite number of
votes were not received to fulfill the criteria of Special Resolution. Hence, not passed
at the 32nd AGM dated 27th September, 2024
As on the date of this report, again Board of Directors in their Meeting held on 01 st
September, 2025 altered the Articles of Association of the company as follows:
New Set of Articles of Association (“AOA”) as per the provisions of the
Companies Act, 2013subject to approval of Shareholders in ensuing 33rd AGM.
BUSINESS OUTLOOK:
Your Company is fully aware and well positioned to tab market opportunities. We would
like to add that Management is looking forward to an optimistic year 2025-26 and we
appreciate all our stakeholders for their faith in the Company especially during these
challenging times. We are optimistic about the opportunities ahead of us, and we look
forward to taking our Company to greater heights and achieving many more successes in the
years to come.
DEPOSITS:
Your Company has not accepted any deposits within the meaning of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
TRANSFER TO RESERVES:
During the year under review, no transfer to reserves was carried out.
RELATED PARTY TRANSACTIONS:
All contracts / arrangements / transactions entered by the Company during the Financial
year 2024-25 with related parties were in its ordinary course of business and are on an
arm's length basis. During the year, the Company had not entered into any contract /
arrangement / transaction with related parties which could be considered material in
accordance with the policy of the Company on materiality of related party transactions or
which is required to be reported in Form No. AOC-2 in terms of Section 134 (3) (h) read
with Section 188 of the Act and Rule 8 (2) of the Companies (Accounts) Rules, 2014.
The transactions entered by the Company with the related parties during the year were
in compliance with the applicable provisions of the Companies Act, 2013 and the Listing
Regulations. However, the details of all the related party transactions are disclosed in
the notes to the Financial Statements. The Company formulated a Policy on dealing with
Related Party Transactions. The policy is available on the Company's website and can be
accessed at: https://www.eurekaindltd.com/company-policies.html.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES
ACT, 2013:
Particulars of loans given, investments made, guarantees given and securities provided
during the year under review and as covered under the provisions of Section 186 of the
Companies Act, 2013 have been disclosed in the notes to the financial statements forming
part of the Annual Report.
MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL
Further, in accordance with provisions of the Companies Act, 2013, Mr. Amitkumar
Pradipbhai Sur (DIN: 02351343), who retires by rotation at the ensuing 11 th
Annual General Meeting and being eligible, offers himself for re-appointment.
Appointment of Directors:
The Board of Directors, at their meeting held on 08 th August 2024, approved
the appointment of Mr. Amitkumar Pradipbhai Sur (DIN: 02351343) as Additional
Non-Executive Director of the company, and Mr. Darshak Shah (DIN: 10735398) as Additional
Executive Director of the company. Subsequently, their appointments were regularized in
the 32nd Annual General Meeting of the company dated 27th September,
2024.
Key Managerial Personnel and Changes:
Ms. Neelam Damji Shah has been resigned w.e.f. 28th May, 2024 from the
position of Company and Secretary and Compliance Officer of the Company. Mrs. Priyal
Dhrumil Patel has been appointed w.e.f. 11th October, 2024 as Company Secretary
and Compliance Officer of the Company.
Declaration of Independence:
In accordance with Section 149(7) of the Companies Act, 2013, and Regulation 25(8) of
the Listing Regulations, as amended, each Independent Director of the Company has provided
a written declaration confirming that he/she meets the criteria of independence as
stipulated under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the
Listing Regulations.
In the opinion of the Board, Independent Directors fulfil the conditions specified in
Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Listing
Regulations and are independent from Management.
All the Independent Directors of the Company have enrolled their names in the online
database of Independent Directors maintained with the Indian Institute of Corporate
Affairs in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the
Companies (Appointment & Qualification of Directors) Rules, 2014.
Familiarization Program for Independent Directors:
At the time of the appointment of an Independent Director, the Company issues a formal
letter of appointment outlining his/her role, function, duties and responsibilities.
Further, the Independent Directors are introduced with the corporate affairs, new
developments and business of the Company from time to time. The Familiarization program is
also available on the website of the Company
https://www.eurekaindltd.com/company-policies.html
COMPOSITION OF BOARD AND VARIOUS COMMITTEES AND THEIR MEETINGS
The Board of Directors along with its committees provide leadership and guidance to the
Management and directs and supervises the performance of the Company, thereby enhancing
stakeholder value.
BOARD OF DIRECTORS:
The Board has a fiduciary relationship in ensuring that the rights of all stakeholders
are protected. The Board of the company comprises of Executive (Whole-time Director) and
Non-Executive Directors. Independent Directors are eminent persons with proven record in
diverse areas like business, accounting, marketing, technology, finance, economics,
administration, etc. The composition of Board of Directors represents optimal mix of
professionalism, qualification, knowledge, skill sets, track record, integrity, expertise
and diversity. The Board of Directors, as on March 31, 2025, comprised of 7 Directors, out
of which 1 was Executive Director ("ED") & (MD), 1 was Executive
Director(“ED”), 2 were Non-Executive Directors ("NEDs") and were 3
Non-Executive Independent Directors ("NEIDs").
Composition of Board:
Sr.
No. |
Name of Director |
DIN |
Designation |
1. |
Mamta |
10232506 |
Managing Director |
2. |
Darshak Shah |
10735398 |
Executive Director |
3. |
Altaf Husain |
10232858 |
Non-Executive Director |
4. |
Amitkumar Pradipbhai Sur |
02351343 |
Non-Executive Director |
5. |
Madliu Devi |
10267719 |
Independent Director |
6. |
Vmav Nishad |
10268007 |
Independent Director |
7- |
Rakesh Kumar |
10269583 |
Independent Director |
*Mr. Darshak Shah was appointed w.e.f. 08/08/2024 *Mr. Amitkumar Pradipbhai Sur was
appointed w.e.f. 08/08/2024
Board Meetings:
Sr. |
Date o |
Attendance of the Directors at the meeting
(Yes/No/N.A.) |
|
No. |
Board Meetings |
Mamta |
Madhu Devi |
Altaf Husain |
Vinay Nishad |
Rakesh Kumar |
Darshak Shah |
Amitkumar Pradipbhai Sur |
1 |
08.04.2024 |
Yes |
Yes |
Yes |
Yes |
Yes |
N.A. |
N.A. |
2 |
29.05.2024 |
Yes |
Yes |
Yes |
Yes |
Yes |
N.A. |
N.A. |
3 |
08.08.2024 |
Yes |
Yes |
Yes |
Yes |
Yes |
N.A. |
N.A. |
4 |
28.08.2024 |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
5 |
11.10.2024 |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
6 |
25.10.2024 |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
7 |
12.12.2024 |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
8 |
21.01.2025 |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
9 |
29.03.2025 |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
AUDIT COMMITTEE:
The Audit Committee has been constituted by the Board in compliance with the
requirements of Section 177 of the Act and Regulation 18 of the Listing Regulations. The
board of directors has entrusted the Audit Committee with the responsibility to supervise
these processes and ensure accurate and timely disclosures that maintain the transparency,
integrity and quality of financial control and reporting.
Composition of Audit Committee as on 31.03.2025:
Sr. No. |
Name of Director |
Designation |
Nature of Directorship |
1. |
Mr. Vinay Nishad (DIN: 10268007) |
Chairman |
Independent Director |
2. |
Ms. Madhu Devi (DIN: 10267719) |
Member |
Independent Director |
3. |
Mr. Rakesh Kumar (DIN: 10269583) |
Member |
Independent Director |
Audit Committee Meetings:
In terms of the provisions of the Regulation 18 (2)(a) of the Listing Regulations, the
Audit Committee of the Company shall meet at least Six times in a year and in respect of
which meetings proper notices were given and the proceedings were properly recorded and
signed in the Minutes Book maintained for the purpose. During the Financial year the
Meetings of Audit committee was held in following manner:
Date of |
Name of Directors who attended f |
|
Meeting |
|
|
|
29.05.2024 |
Vinay Nishad |
Madhu Devi |
Rakesh Kumar |
08.08.2024 |
Vinay Nishad |
Madhu Devi |
Rakesh Kumar |
28.08.2024 |
Vinay Nishad |
Madhu Devi |
Rakesh Kumar |
25.10.2024 |
Vinay Nishad |
Madhu Devi |
Rakesh Kumar |
21.01.2025 |
Vinay Nishad |
Madhu Devi |
Rakesh Kumar |
29.03.2025 |
Vinay Nishad |
Madhu Devi |
Rakesh Kumar |
NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee (NRC) consist majority of Independent
Directors. The Nomination and Remuneration Committee has been constituted by the Board in
compliance with the requirements of Section 178 of the Act and Regulation 19 of the
Listing Regulations. The board of directors has entrusted the Nomination and Remuneration
Committee with the responsibility to formulation of the criteria for determining
qualifications, positive attributes and independence of a director and recommend to the
board of directors a policy relating to, the remuneration of the directors, key managerial
personnel.
Composition of Nomination and Remuneration Committee as on 31.03.2025:
Sr. No. |
Name of Director |
Designation |
Nature of Directorship |
1. |
Mr. Vinay Nishad (DIN: 10268007) |
Chairman |
Independent Director |
2. |
Ms. Madhu Devi (DIN: 10267719) |
Member |
Independent Director |
3. |
Mr. Rakesh Kumar (DIN: 10269583) |
Member |
Independent Director |
Nomination and Remuneration Committee Meetings:
In terms of the provisions of the Regulation 19 (3A) of the Listing Regulations, the
Nomination and Remuneration Committee of the Company shall meet at least once in a year
and in respect of which meetings proper notices were given and the proceedings were
properly recorded and signed in the Minutes Book maintained for the purpose. During the
Financial year the Meetings of Nomination and Remuneration Committee was held in following
manner:
Date of Meeting |
Name of Directors who attended |
|
29.05.2024 |
Vinay Nishad |
Madhu Devi |
Rakesh Kumar |
08.08.2024 |
Vinay Nishad |
Madhu Devi |
Rakesh Kumar |
11.10.2024 |
Vinay Nishad |
Madhu Devi |
Rakesh Kumar |
STAKEHOLDER'S RELATIONSHIP COMMITTEE:
The Stakeholders' Relationship Committee ("SRC") considers and resolves the
grievances of our shareholders, including complaints relating to non-receipt of annual
report, transfer and transmission of securities, non-receipt of dividends/interests and
such other grievances as may be raised by the security holders from time to time.
Composition of Stakeholders' Relationship Committee as on 31.03.2025:
Sr. No. |
Name of Director |
Designation |
Nature of Directorship |
1. |
Mr. Vinay Nishad (DIN: 10268007) |
Chairman |
Independent Director |
2. |
Ms. Madhu Devi (DIN: 10267719) |
Member |
Independent Director |
3. |
Mr. Rakesh Kumar (DIN: 10269583) |
Member |
Independent Director |
Stakeholders' Relationship Committee Meetings:
In terms of the provisions of the Regulation 20 (3A) of the Listing Regulations, the
Stakeholders' Relationship Committee of the Company shall meet at least once in a year and
in respect of which meetings proper notices were given and the proceedings were properly
recorded and signed in the Minutes Book maintained for the purpose. During the Financial
year the Meetings of Stakeholders' Relationship Committee was held in following manner:
Date of Meeting |
Name of Directors who attended |
|
08.04.2024 |
Vinay Nishad |
Madhu Devi |
Rakesh Kumar |
29.03.2025 |
Vinay Nishad |
Madhu Devi |
Rakesh Kumar |
DIRECTORS' RESPONSIBILITY STATEMENT:
As required under Section 134(5) of the Companies Act, 2013, the Directors hereby
confirm that:
(a) in the preparation of the annual accounts for the financial year ended 31st
March, 2025, the applicable accounting standards have been followed and there are no
material departures from the same; (b) the Directors had selected such accounting policies
and applied them consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of your Company as at
31st March, 2025 and of the profit and loss statement of the Company for the
financial year ended 31st March, 2025; (c) the Directors had taken proper and
sufficient care have been taken 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 had prepared the annual accounts on a ‘going concern' basis; (e) proper
internal financial controls laid down by the Directors were followed by the Company and
that such internal financial controls are adequate and operating effectively; and (f) the
Directors had devised proper systems to ensure compliance with the provisions of all
applicable laws were in place and that such systems were adequate and operating
effectively.
VIGIL MECHANISM:
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013,
a Vigil Mechanism for directors and employees to report genuine concerns has been
established. The Vigil Mechanism Policy has been uploaded on the website of the Company at
www.eurekaindltd.com under shareholders/Vigil Mechanism Policy link.
Annual Evaluation of Board's Performance:
Annual Evaluation of Directors, Committees and Board Pursuant to the provisions of the
Companies Act, 2013 and as per the Listing Regulations, the Board of Directors carried out
annual performance evaluation of its own performance, the directors individually as well
as the working of its committees.
The performance of the board as a whole and of its committees was evaluated by the
board through structured questionnaire which covered various aspects such as the
composition and quality, meetings and procedures, contribution to board processes,
effectiveness of the functions allocated, relationship with management, professional
development, adequacy, appropriateness and timeliness of information etc.
Taking into consideration the responses received from the Individual Directors to the
questionnaire, performance of the Board and its Committees was evaluated. The Directors
expressed their satisfaction with the evaluation process.
In terms of requirements of Schedule IV of the Companies Act, 2013, a separate meeting
of Independent Directors of the Company was held on Saturday, 29 th March, 2025
to review:
The performance of non-independent directors and the Board as a whole and its
Committees thereof;
The performance of the Chairperson of the Company, taking into account the views of
executive directors and non-executive directors;
To assess the quality, quantity and timeliness of the flow of information between the
Management and the Board. Performance evaluation of Independent Directors was done by the
entire Board, excluding the Independent Director being evaluated
PARTICULARS OF EMPLOYEES:
Disclosures with respect to the remuneration of Directors and employees as required
under Section 197 (12) of the Companies Act, 2013 and Rule 5 (1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to
the Company.
No employee of the Company was in receipt of remuneration more than the limits
specified under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, during the financial year ended 31st March 2025.
The Board has, on the recommendation of the Nomination & Remuneration Committee
framed a policy for selection and appointment of Directors, Senior Management and their
remuneration.
THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS:
The Company has already formulated an Audit Committee which holds the Audit Committee
meeting time to time to review the financial results, internal financial controls and risk
management system, auditor's independence and performance etc. The Company has also
appointed Internal Auditors who perform their duty on the basis of the scope of work
allotted to them time to time.
AUDITORS AND REPORTS:
The matters related to Auditors and their Reports are as under:
Statutory Auditors:
Based on the recommendations of the Audit Committee and board of directors , Members of
the company at the 32nd Annual General Meeting held on 27.09.2024 appointed
M/s. V S S B & Associates, Chartered Accountants, (FRN: 121356W) as the Statutory
Auditors for the second term of 5 (five) years commencing from the conclusion of the 32 nd
Annual General Meeting until the conclusion of the 37th Annual General Meeting
to be held in Financial Year 2028-29.
The Auditors have issued an unmodified opinion on the Financial Statements standalone
for the financial year ended 31st March, 2025. The said Auditors' Report(s) for the
financial year ended 31st March, 2025 on the financial statements of the Company forms
part of this Annual Report.
Observations of Statutory Auditors on Accounts for the year ended 31st
March, 2025.
The Auditors Report for the financial year ended 31st March, 2025 does not contain any
qualification, adverse remark or reservation and therefore, do not call for any further
explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.
The Auditors have not reported any matter to the Company required to be disclosed under
Section 143(12) of the Companies Act, 2013.
Secretarial Audit Report:.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed M/s. PALIWAL & Co., Practicing Company Secretaries, Ahmedabad to undertake
the secretarial audit of the Company. The Secretarial Audit Report in Form MR-3 is annexed
herewith. Board has reviewed the comments given by the secretarial auditor and would try
to complete all the requirements as suggested by secretarial auditor under section 134 of
the Act.
Management explanation on the remarks of Secretarial Audit report:
a) As per Regulation 76 of SEBI (Depositories and Participants) Regulation, 2018 entity
shall submit a quarterly Reconciliation of Share Capital Audit Report to the relevant
stock exchanges within thirty days from the end of each quarter. However, the
Reconciliation of Share Capital Audit Report for the quarter ended June, 2024 was not
submitted within time.
The non-compliance occurred due to inadvertence and without any malafied intention of
32 the Company. Further, the company has filed the same as soon it came to company's
notice.
Further Company has paid all the fines levied by the stock exchanges. During the year
under review the Company has paid Rs.1,20,360/- in respect of fines to BSE for the purpose
on Non-Appointment of Company Secretary and Compliance Officer under Regulation 6 of the
SEBI (LODR) Regulations, 2015.
Internal Audit
The Company has appointed M/s. R. R. Thakkar & Co. Chartered Accountants, FRN No.
156381W as the Internal Auditors of the Company for the financial year 2024-25.
The Internal Auditor of the Company directly reports to the Audit Committee for
functional matters. The Audit Committee reviews internal audit report and internal control
measures at its quarterly meetings. Company's internal controls are commensurate with the
size and operations of the business. Continuous internal monitoring mechanism ensures
timely identification and redressal of issues.
ANNUAL RETURN:
In terms of Section 92(3) of the Companies Act, 2013 read with Section 134(3)(a) of the
Companies Act, 2013, the Annual Return of the Company as on 31 st March, 2025
is available on the Company's website at www.eurekaindltd.com/annual-return.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
As required under section 134(3)(m) of the companies Act, 2013 read with Rule 8 of the
companies (Accounts) Rules 2 0 1 4 , Your Company has n o activities relating to
Conservation of Energy, Technology Absorption etc.
FOREIGN EXCHANGE EARNING AND OUTGO: NIL
CORPORATE GOVERNANCE REPORT:
Your Company strives to incorporate the appropriate standards for corporate governance.
However, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 the Company is not required to mandatorily comply with the
provisions of certain regulations of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and therefore the Company has not provided a separate
report on Corporate Governance, although few of the information are provided in this
report under relevant heading.
However, Company is complying with few of the exempted regulations voluntarily and
details of same are provided in this report under the respective heading.
SECRETARIAL STANDARDS:
The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating
to ‘Meetings of the Board of Directors' and ‘General Meetings', respectively,
have been duly followed by the Company.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF W OMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013:
No compliant was received from any employees of the Company or otherwise during the
financial year 2024-25 and hence no complaint is outstanding as on 31 st March,
2025 for Redressal. Details for the same is as under:
a. number of complaints filed/received during the financial year: NIL b. number of
complaints disposed-off during the financial year: NIL c. number of complaints pending as
on end of the financial year: NIL
EQUITY SHARES:
During the year, Company has not issued any equity shares with differential rights or
any sweat equity shares and the ISIN No. allotted to the company is INE958A01011.
Right issue ISIN: INE958A20011 Suspended due to withdrawal of Right issue.
LISTING OF EQUITY SHARES WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the year 2024-25 to
BSE Ltd, Mumbai where the Company's Shares are listed and the ISIN allotted for the same
Equity Share is INE958A01011 and BSE Script Code is 521137.
DEMATERIALISATION
As per direction of the SEBI and Bombay Stock Exchange Limited, the shares of the
Company are under compulsory demat form. The Company has established connectivity with
both the Depositories i.e. National Securities Depository Limited and Central Depository
Services (India) Limited and the Demat activation number allotted to the Company is ISIN:
INE958A01011. Presently, shares are held in electronic and physical mode (71.23 % of
shares in demat, 28.76 % in physical mode).
SUBSIDIARIES, JOINT VENTURES & ASSOCIATES:
Your Company doesn't have any Subsidiaries, Joint Ventures and Associates
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The provisions of section 135 and schedule VII of the Companies Act, 2013 are not
applicable to your Company and hence the Company has not developed and implemented any
Corporate Social Responsibility initiatives.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report as required under Regulation 34(2)(e)
read with Schedule V Part B of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations, 2015") is annexed herewith.
DETAILS OF APPLICATION MADE OR PROCEEDINGS PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE
2016:
During the year under review, the Company has received notice from National Company Law
Tribunal in the matter of Section 7 of Insolvency and Bankruptcy Code, 2016 in the matter
of Harsiddhi Distillery Private Limited for non-payment of unsecured taken by the Company
amounting to Rs. 1.21/- Cr and the board of directors took note of the order passed by the
NCLT, Ahmedabad bench, vide it's case no. C.P. (IB)/112(AHM)2024 order dated 21st
January, 2025 for the Proceedings under Section 7 of IBC in the matter between Harsiddhi
Distillery Private Limited (Applicant) and Eureka Industries Limited (Respondent) and the
said case has been disposed of pursuant to want of prosecution.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION:
No material changes and commitments, affecting the financial position of the Company
occurred between the end of the Financial Year of the Company i.e. 31st March,
2025 and the date of this Directors' Report except as mentioned in this Report.
CODE OF CONDUCT:
The Company's code of conduct has been complied with by all the members of the Board
and selected employees of the Company. The Company has in place a prevention of Insider
Trading Code based on SEBI (Prohibition of Insider Trading) Regulation, 2015. This code is
applicable to all Directors and designated employees. The code ensures prevention of
dealing in shares by persons having access to the unpublished price sensitive information.
The Code has been posted on the Company's website.
The Company has adopted the amended Code of Practices and Procedures for Fair
Disclosure of Unpublished Price Sensitive Information in terms of the SEBI (Prohibition of
Insider Trading) Regulation, 2015 (as amended) by passing Board resolution dated March 30,
2019. The intimation of adopting the amended code of practices and procedures for Fair
Disclosure of Unpublished Price Sensitive Information have been given to the BSE Limited
and the copy of the amended Code of Practices and Procedures for Fair Disclosure of
Unpublished Price Sensitive Information have been made available on the website of the
Company.
WEBSITE:
As per Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements)
Regulations 2 0 1 5 the Company h as maintained a functional website n amely
(www.osivl.com) containing basic information about the Company. The website of the Company
is containing information like Policies, Shareholding Pattern Financial and information of
the designated officials of the Company who are responsible for assisting and handling
investor grievances for the benefit of all stakeholders of the Company etc.
GENERAL:
Your directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions for the same during the year under review:
1. Significant or material orders passed by the Regulators or Courts or
Tribunals, impacting the going concern status and Company's operations in future except as
mentioned in the board report.
2. Maintenance of cost records as per sub-Section (1) of Section 148 of the
Companies Act, 2013;
3. Frauds reported as per Section 143(12) of the Companies Act, 2013;
4. 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.
ACKNOWLEDGEMENTS AND APPRECIATION:
The Board places on record its appreciation for the continued co-operation and support
extended to the Company by its customers which enables the Company to make every effort in
u n d erstanding their u n ique n eeds and d eliver maximum customer Satisfaction. Your
Directors take this opportunity to express their gratitude and thank the Customers,
Dealers and Suppliers, Investors, Members, Banks, Financial
Institutions, Central and State Governments for their continued support and
cooperation. Your Directors also thank the employees of the Company across all levels for
the sincere and hard work put in by them during the year under review
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