To, The Members,
M/s. SHAH FOODS LIMITED
Your directors have pleasure in presenting the 43rd (Forty Third) DIRECTOR'S
Report of your Company together with the Audited Statement of Accounts and the Auditors'
Report of your company for the financial year ended, 31st March, 2025.
The summary of operating results for the year is given below.
1. FINANCIAL HIGHLIGHTS
(Rs. in Thousand)
Particulars |
Current year (2024-25) |
Previous year (2023-24) |
Sales |
37822.29 |
-- |
Other Income |
-- |
6.75 |
Total Income |
37822.29 |
6.75 |
Total Expenses |
36741.71 |
2198.07 |
Depreciation |
-- |
-- |
Tax |
-- |
-- |
Current Tax |
-- |
-- |
Deferred Tax |
|
|
Profit/(Loss) after Tax |
1080.58 |
(2191.31) |
Earnings per share (Rs.) : |
|
|
Basic |
1.81 |
(3.67) |
Diluted |
1.81 |
(3.67) |
2. STATE OF COMPANY'S AFFAIRS
The Company is engaged in the business of trading in food products, Vegetables. During
the year, the company has started its business activities and earned revenue from
operation of Rs. 378.22 Lakhs in FY 2024-25 as against Nil in previous year. The company
has made profit of Rs. 10.80 Lakhs as compared to loss of Rs. (21.91) Lakhs in previous
year.
The performance of the company has increased significantly during the year under
review.
3. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT,
2013
During the year, the Board of Directors does not propose to carry any amount to General
Reserve Account.
4. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL
YEAR
There have been no material changes and commitments, if any, affecting the financial
position of the Company which have occurred between the end of the financial year of the
Company to which the financial statements relate and the date of the report.
5. DETAILS OF SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIES
No company has become or ceased to be Subsidiary Company, Joint Venture Company or
Associate Company during the year.
6. CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of business during the year under review.
7. CHANGES IN SHARE CAPITAL
The issued, subscribed and paid-up Equity Share Capital of the Company as on March 31,
2025 was 59,75,000/- (Rupees Fifty-Nine Lakh and Seventy-Five Thousand Only) comprising of
5,97,500 (Five Lakh Ninety-Seven Thousand and Five Hundred) Equity Shares of 10/- (Rupees
Ten Only) each.
The Company has not issued any Equity Shares during FY 2024-2025. There was no change
in Share Capital during the year under review.
8. MANAGEMENT DISCUSSION & ANALYSIS
A report on Management Discussion and Analysis, as required in terms of Regulation
34(2) of the Securities Exchange Board of India (Listing Obligations and Disclosure
Requirement) Regulations, 2015, forms part of this report and it deals with the Business
Operations and Financial Performance, Research & Development Expansion &
Diversification, Risk Management, Marketing Strategy, Safety & Environment,
significant changes in key financial ratios etc. in “Annexure-A”.
9. MEETINGS OF THE BOARD OF DIRECTORS / COMMITTEES / SHAREHOLDERS
The gap between two Board meetings did not exceed four months. The schedule of Board/
Committee meetings is communicated in advance to the directors/ committee members to
enable them to plan their schedules and to ensure their meaningful participation in the
meetings. The Board met SIX times in financial year details of which are summarized as
below:
Sr No. Date of Board Meeting |
Board Strength |
No. of Directors Present |
1 30.05.2024 |
5 |
5 |
2 25.06.2024 |
5 |
5 |
3 13.08.2024 |
5 |
5 |
4 11.09.2024 |
5 |
5 |
5 14.11.2024 |
6 |
6 |
6 28.01.2025 |
5 |
5 |
Shareholders Meeting:
Annual General Meeting of the company was held on 16.09.2024 during the year.
10. CORPORATE GOVERNANCE
As provided under Regulation 15(2) of the SEBI (LODR) Regulations, 2015, the compliance
with Corporate Governance as specified in Regulation 17 to 27, 46 (2)(b) to (i) &
para-C, D & E of Schedule V are not applicable to the Company as paid-up share capital
doesn't exceed Rs. 10 Crore and Net Worth doesn't exceed Rs. 25 Crore, as on the last day
of previous financial year.
11. DIVIDEND
The Board o f Directors of your c ompany, after considering holistically the relevant
circumstances, has decided that it would be prudent, not to recommend any Dividend for the
financial year under review.
12. DEPOSITS
Your Company has not accepted any deposits from the public within the meaning of
Section 73 and 74 of the Companies Act, 2013 and read with the Companies (Acceptance of
Deposits) Rules, 2014 for the year ended March 31, 2025.
13. A STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF A RISK
MANAGEMENT POLICY FOR THE COMPANY INCLUDING IDENTIFICATION THEREIN OF ELEMENTS OF RISK,
IF ANY, WHICH IN THE OPINION OF THE BOARD MAY THREATEN THE EXISTENCE OF THE COMPANY
There is an adequate risk management infrastructure in place capable of addressing
risks that the organization faces such as strategic, financial, market, property, IT,
legal, regulatory, reputational and other risks those have been identified and assessed.
14. LISTING
The Equity shares of the Company are listed at Bombay Stock Exchange. The Company has
paid listing fees to the Stock Exchange for the year 2024-25.
15. PERFORMANCE EVALUATION OF BOARD
The Board of Directors have evaluated the performance of all Independent Directors,
Non- Independent Directors and its Committees. The Board deliberated on various evaluation
attributes for all directors and after due deliberations made an objective assessment and
evaluated that all the directors in the Board have adequate expertise drawn from diverse
industries and business and bring specific competencies relevant to the COMPANY'S business
and operations. The Board found that the performance of all the Directors was quite
satisfactory.
The functioning of the Board and its committees were quite effective. The Board
evaluated its performance as a whole and was satisfied with its performance and
composition of Independent and Non-Independent Director.
Your directors have expressed their satisfaction to the evaluation process.
16. INDEPENDENT DIRECTORS MEETING
During the year under review, Independent Directors met exclusively on 11.09.2024,
14.11.2024 & 28.01.2025 and discussed inter-alia,
a. Evaluation of performance of Non-Independent Director and the Board of Directors of
the Company as a whole;
b. Evaluation of performance of the Chairman of the Company, taking into views of
executive and Non-Executive Directors;
c. Evolution of the quality, content and timelines of flow of information between the
management and the board that is necessary for the board to effectively and reasonably
perform its duties;
17. DISCLOSURE REGARDING MAINTENANCE OF COST RECORDS
The Company is not required to maintain cost records as specified by the Central
Government under sub-section (1) of Section 148 of the Companies Act, 2013.
18. DIRECTORS & KEY MANAGERIAL PERSONAL
i. Retirement by Rotation:
Mr. Manan Patel, Director (DIN-03496656), retires by rotation and being eligible offers
himself for re appointment. Pursuant to Regulation 17 of the SEBI (LODR) Regulations,
2015, details of Director retiring by rotation is provided under explanatory statement of
the Notice of the 43rd Annual General Meeting.
ii. Change of Directors & Key managerial personnel during the year:
During the year, Mr. Balveermal K Singhvi appointed as Director of the company w.e.f.
16th September, 2024. Company Secretary and Compliance officer; Namrata Vyas
was appointed w.e.f. 11th September, 2024. Mr. Rajesh C Sutaria resigned as
Director of the company w.e.f. 14th November, 2024.
Mr. MANAN RAJESH PATEL was appointed as Chief Financial Officer of the company w.e.f.
30th May, 2024.
19. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Act read with Rule 5(1) & 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as “Annexure
B” to this report.
20. EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company is annexed herewith as “Annexure C”
to this Report.
21. STATUTORY AUDITORS
M/s. Keshri & Associates, Chartered Accountants, Ahmedabad (Firm Registration No:
0310006E) were appointed as a Statutory Auditors of the Company at the 42nd
Annual General Meeting held on 16/09/2024 and approved the appointment for a period of 5
years commencing from the conclusion of the 42nd AGM till the conclusion of 47th
AGM to be held in the financial year 2028-29.
22. AUDITORS' REPORT
The notes on financial statement referred to in the Auditors' Report are
self-explanatory and do not call for any further comments. The Auditors' Report does not c
o ntain any qualification, reservation or adverse remark.
23. SECRETARIAL AUDITOR
The board has proposed to appoint M/s. Maulik Bhavsar and Associates, Practicing
Company Secretary, Ahmedabad as the Secretarial Auditor of the Company for a term of five
years from the financial year 2025-26 to financial year 2029-30 as required under Section
204 of the Companies Act 2013 and Rules thereunder. The Secretarial Audit Report for the
financial year ended March 31, 2025 is annexed herewith marked as “Annexure-D”
to this Report. The Secretarial Audit Report contains certain adverse remarks which are
dealt with as under:
Sr. No Remarks |
Explanation |
1. SDD Non-Compliance during the year |
The SDD software of the company is not updated with past year
entries So there is non-compliance. However the company has now updated entries and other
records in the software. |
2. Non-compliance of Section 203 of the Companies Act, 2013 and
Regulation 6(1) of SEBI (LODR) Regulations, 2015 in respect of CS appointment in the
company. |
The company has appointed CS Namrata Vyas on 11.09.2024 which
appointment is delayed by 118 days as per SEBI Regulations and delayed by 26 days as per
the Companies Act, 2013. |
|
The company has already made penalty of Rs. 139780/- during the
year for delayed CS appointment as per SEBI Regulations. |
24. DETAILS OF FRAUDS REPORTED BY THE AUDITORS
During the year under review, neither the Statutory Auditor nor the Secretarial Auditor
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.
25. COMMITTEES OF THE BOARD
Currently the Board has constituted three Committees: a) Audit Committee, b)
Stakeholders' Relationship Committee, c) Nomination & Remuneration committee.
A. AUDIT COMMITTEE
All Members of the Audit Committee have accounting and financial management expertise.
The role of Audit Committee, the powers exercised by it pursuant to the terms of
reference, and the information reviewed by it are in accordance with the requirements as
specified in the Regulation 18 of SEBI (LODR) Regulations, 2015 Companies Act, 2013 and
other applicable laws, if any. Apart from the above, the Audit Committee also exercises
the role and powers entrusted upon it by the Board of Directors from time to time. The
Vice-Chairman & Whole-time Director and Statutory Auditors are the invitees to the
Audit Committee meetings. During the period under review, the Audit Committee met FIVE
times on 30.05.2024, 13.08.2024, 11.09.2024, 14.11.2024 & 28.01.2025 and was attended
by the following members.
Name |
Designation |
No of meetings attended |
Shri Advait Satyavikas Joshi |
Chairman |
5 |
Shri Balveermal Kewalmal Singhvi |
Member |
2 |
Shri Rohitkumar Mehrchand Bhandari |
Member |
5 |
Shri Rajesh Chinubhai Sutaria |
Member |
3 |
B. NOMINATION AND REMUNERATION COMMITTEE
The roles and responsibilities of the Committee are in accordance with the requirements
as specified in the Regulation 19 of SEBI (LODR) Regulations, 2015, Companies Act, 2013
and other applicable laws, if any. Apart from the above, the Committee also exercises the
role and powers entrusted upon it by the Board of Directors from time to time.
All Members of the Nomination and Remuneration Committee have accounting and financial
management expertise. The role of Audit Committee, the powers exercised by it pursuant to
the terms of reference, and the information reviewed by it are in accordance with the
requirements as specified in the Regulation 19 of SEBI (LODR) Regulations, 2015, Companies
Act, 2013 and other applicable laws, if any. Apart from the above, the Committee also
exercises the role and powers entrusted upon it by the Board of Directors from time to
time.
During the period under review, the Committee met THREE times on 11.09.2024, 14.11.2024
& 28.01.2025 and was attended by the following members.
Name |
Position |
Category |
No. of Meetings attended |
Shri Advait Satyavikas Joshi |
Chairman |
Non Executive, Independent Director |
3 |
Shri Balveermal Kewalmal Singhvi |
Member |
Non Executive, Independent Director |
2 |
Shri Rohitkumar Mehrchand Bhandari |
Member |
Non Executive, Independent Director |
3 |
Shri Rajesh Chinubhai Sutaria |
Member |
Non Executive, Independent Director |
1 |
Remuneration to Directors: a. The Whole Time Director/ Managing Directors/ Manager/
and/ or Directors get Salary and Perquisites. Remuneration paid for the year ended 31st
March, 2025 was as under:
The Company has not paid any director remuneration during the year.
The criteria for making payments to the Whole time Directors are:
Salary, as recommended by the Nomination and Remuneration Committee and approved by the
Board and the Shareholders of the Company. Perquisites, retirement benefits and
performance pay are also paid/ provided in accordance with the COMPANY'S compensation
policies, as applicable to all employees and the relevant legal provisions. Remuneration
is determined keeping in view the industry benchmarks and situation of the Company
Business. b. The Non-Executive Directors are not paid sitting fees for attending the
meetings of the Board and Committees. The Company has not paid sitting fees to any
Director of the Company.
C. STAKEHOLDER RELATIONSHIP COMMITTEE
The terms of reference of the Committee include reviewing and redressing complaints
from shareholders such as non-receipt of annual report, transfer of shares, issue of
duplicate share certificates, etc.; to oversee and review all matters connected with
transfers, transmissions, dematerialization, re-materialization, splitting and
consolidation of securities; to oversee the performance of the Registrar and Transfer
Agent and recommends measures for overall improvement in the quality of investor services;
and to perform any other function, duty as stipulated by the Companies Act, Securities
& Exchange Board of India, BSE and any other regulatory authority or under any
applicable laws, as amended from time to time. Committee met TWO times during FY 2024-25
i.e. 13.08.2024 & 28.01.2025 and was attended by following members:
Name |
Position |
No of meetings attended |
Shri Advait Satyavikas Joshi |
Chairman |
2 |
Shri Rohitkumar Mehrchand Bhandari |
Member |
2 |
Shri Balveermal Kewalmal Singhvi |
Member |
1 |
Shri Rajesh Chinubhai Sutaria |
Member |
1 |
In addition, Details of Shareholders' Complaints received during the year are as
follows:
Particulars |
No. of Complaints |
Investor complaints pending as at April 1, 2024 |
0 |
Investor complaints received during the year ended on March 31,
2025 |
0 |
Investor complaints resolved during the year ended March 31, 2025 |
0 |
Investor complaints pending as on March 31, 2025 |
0 |
Share Transfer Committee
The Stakeholder relationship committee has delegated power of approving transfer of
securities to Shri Manan Pateland Shri Omprakash Bhandari. The Committee, inter alia,
reviews and approves the transfer/ transmission/ D-mat of equity shares as submitted by
M/s. Big Share Services Private Limited., the Registrar & Transfer Agent of the
Company. There is no physical transfer during the year.
26. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES
PROVIDED
The Company has not given any loan, made any investment or given any guarantee hence
information is nil.
27. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134 (3)(c) of the Companies Act, 2013, the Board
of Directors hereby confirms that; I. In the preparation of the annual accounts, the
applicable accounting standards have been followed and that there are no material
departures. II. It has in the selection of the accounting policies, consulted the
Statutory Auditors and has 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 as at 31st March, 2025 and of the profits of the Company for that period.
III. It has taken proper and sufficient care 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, to the best of
its knowledge and ability. There are however, inherent limitations, which should be
recognized while relying on any system of internal control and records.
IV. It has prepared the annual accounts on a going concern basis.
V. The Directors, had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operation
efficiently.
VI. The Directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
28. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
During the year, the Company has transferred unclaimed dividend of Rs. NIL to the
Investor Education and Protection Fund in compliance with provisions of the Companies Act,
2013.
29. INSURANCE
There is no assets in the company. So, there is no requirement of taking insurance for
the assets.
30. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the financial year 2024-25, your Company has not entered into any material
related party transaction as per the SEBI Listing Regulations with any of its related
parties. Disclosures pursuant to the Accounting Standards on related party transactions
have been made in the notes to the Financial Statements. As there were no related party
transactions which were not in the ordinary course of the business or not on arm's length
basis and also since there was no material related party transaction as stated above,
disclosure under Section 134(3) (h) in Form AOC-2 of the Companies Act, 2013 is not
applicable.
31. DECLARATION BY INDEPENDENT DIRECTORS
The Board of Directors of the Company hereby confirms that independent directors have
given the declaration and they meet the criteria of independence as provided under Section
149(6) of the Companies Act, 2013.
32. FAMILIARIZATION PROGRAMME
In Compliance with the requirements of SEBI Regulations, the Company has put in place a
familiarization program for the Independent Directors to familiarize them with their role,
rights and responsibility as Directors, the working of the Company, nature of industry in
which the Company operates, business model etc. A familiarization program was conducted
for Independent Directors. However, there is no business in the Company.
33. VIGIL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to provisions of Section 177 (9) of the Act, read with Regulation 22(1) of the
SEBI Listing Regulations, your Company has adopted a Whistle Blower Policy, to provide a
formal vigil mechanism to the Directors and employees to report their concerns about
unethical behavior, including actual or suspected leak of unpublished price sensitive
information, actual or suspected fraud or violation of the COMPANY'S Code of Conduct or
ethics policy. The Policy provides for adequate safeguards against victimization of
employees who avail of the mechanism and also provides for direct access to the Chairman
of the Audit Committee in certain cases. It is affirmed that no personnel of the Company
have been denied access to the Audit Committee.
34. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
A. Conservation of Energy
The Company has not made any investment for (energy conservation) and taken any
specific measures to reduce energy cost per unit. However, it intends to conserve energy
for future generation.
B. Technology Absorption
There is no research and development activity carried out by the Company.
C. FOREIGN EXCHANGE EARNINGS AND OUT GO
There were no foreign exchange earnings and outgo during the year under review.
EQUITY CAPITAL
a) BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year under review.
b) SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year under review.
c) BONUS SHARES
No Bonus Shares were issued during the year under review.
d) EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the Employees.
e) EQUITY SHARES WITH DIFFERENTIAL RIGHTS
The company has not issued equity shares with differential rights as to dividend,
voting or otherwise.
SHARES IN SUSPENSE ACCOUNT
Aggregate number of shareholders and the outstanding shares in the Suspense Account
lying at the beginning of the year: NIL
Number of shareholders who approached issuer for transfer of shares from Suspense
Account during the year: Not Applicable Number of shareholders to whom, shares were
transferred from Suspense Account during the year: Not Applicable
Aggregate number of shareholders and the outstanding shares in the Suspense Account
lying at the end of the year: NIL
That the voting rights on these shares shall remain frozen till the rightful owner of
such shares claims the shares: Not Applicable SHARES IN UNCLAIMED SUSPENSE ACCOUNT
Aggregate number of shareholders and the outstanding shares lying in the Unclaimed
Suspense Account lying at the beginning of the year: NIL
Number of shareholders who approached issuer for transfer of shares from the Unclaimed
Suspense Account during the year: Not Applicable Number of shareholders to whom, shares
were transferred from the Unclaimed Suspense Account during the year: Not Applicable
Aggregate number of shareholders and the outstanding shares lying in the Unclaimed
Suspense Account lying at the end of the year: NIL
35. ANY SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS
Pursuant to the requirement of Section 134(3)(q) of the Act, read with Rule 8 (5)(vii)
of the Companies (Accounts) Rules, 2014, it is confirmed that during FY 2024-25, there
were no significant and material orders passed by the Regulators or Courts or Tribunals
impacting the going concern status and the COMPANY'S operations in future.
36. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS
During the year under review, the Company is in compliance with the Secretarial
Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued
by the Institute of Company Secretaries of India as approved by the Central Government.
37. INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference to
financial statements. During the year, such controls were tested and no reportable
material weaknesses in the design or operation were observed.
38. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place a Prevention of sexual harassment policy in line with the
requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. Your Company has adopted a policy on prevention, prohibition and
redressal of sexual harassment at the workplace in line with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and
Rules made there under.
Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013: a. number of complaints filed during the financial
year: Nil b. number of complaints disposed of during the financial year: Nil c. number of
complaints pending as on end of the financial year: Nil
39. ACKNOWLEDGEMENT
Your directors wish to express the continued co-operation received from all the
Stakeholders.
Date: 18/06/2025 |
For, Shah Foods Limited |
Place: Ahmedabad |
Sd/- |
|
Mrs. Hemakshi Patel |
|
Managing Director |
|
DIN: 07297442 |
|