Dear Members,
The Directors of your Company have pleasure in presenting their 02nd Annual
Report of the business and operations of the Company along with the Audited Financial
Statements for the financial year ended 31st March, 2024.
1. Financial Results
The financial performance of your Company for the financial year ended on 31st
March, 2024 is as under: -
| Particulars |
2023-2024 |
2022-2023 |
| Revenue from Operations |
408.12 |
653.21 |
| Other Income |
2.75 |
0.11 |
| Total Revenue |
410.87 |
653.32 |
| Purchase of Stock in trade |
453.85 |
811.86 |
| Change in Inventories |
(108.15) |
(300.21) |
| Employee Benefit Expense |
19.85 |
38.25 |
| Finance Costs |
0.47 |
0.95 |
| Depreciation and Amortization Expenses |
2.29 |
10.83 |
| Other Expenses |
40.00 |
88.76 |
| Total Expenditures |
408.31 |
650.43 |
| Profit/loss Before Tax |
2.56 |
2.89 |
| Tax Expenses: |
|
|
| Current Tax |
0.55 |
0.87 |
| Deferred Tax |
(0.12) |
1.72 |
| Profit After Tax |
2.13 |
0.30 |
| Earnings per Share: |
|
|
| Basic |
0.01 |
0.00 |
| Diluted |
0.01 |
0.00 |
2. Financial Analysis and Review of Operations
Sales & Profitability Review
During the year under review the Company has generated revenue from its operation of
Rs. 408.12 Lacs, slightly lower from the previous year's revenue of Rs. 653.21 Lacs. The
Company has booked profit before depreciation, interest and tax of Rs. 5.32 Lacs as
against Rs. 14.67 Lacs in the previous year. After providing for depreciation of Rs. 2.29
Lacs (previous year Rs. 10.83 Lacs), interest of Rs. 0.47 Lacs (previous year Rs.0.95
Lacs), provision for current tax of Rs.0.55 Lacs (previous year Rs.0.87 Lacs), deferred
tax (net of adjustments) of Rs. (0.12) Lacs (previous year Rs. 1.72 Lacs), the Net profit
for the current year is Rs. 2.13 Lacs as compared to profit of Rs. 0.30 Lacs in the
previous year.
3. Extract of Annual Return
Pursuant to the provisions of Section 134(3)(a) of Companies Act, 2013, the web address
of the Annual Return of the Company is www.sonalisconsumer.com.
4. Dividend
With a view to plough back of profits and using Net Profit for liquidity purpose and
day-to day operational activities, your Board of Directors does not recommend any dividend
for the F.Y. 2023-2024.
5. Transfer to Reserves
The Board of Directors of your Company propose to transfer of Rs. 2.13 Lakhs to
reserve.
6. Capital Structure
During the period, there is no change in Authorized Share Capital of the Company.
The Paid-Up Capital of the Company has been increased from Rs. 10,550,000/- (Rupees One
Crore Fifty Five Lakhs) divided into 1,055,000 (Ten Lakhs Fifty Five Thousand) equity
Shares of Rs. 10/- each to Rs. 19,990,000/- (Rupees One Crore Ninety-Nine Lakhs Ninety
Thousand) divided into 1,999,000 (Nineteen Lakhs Ninety-Nine Thousand) equity shares of
Rs. 10/- each.
7. Initial Public Offer and Listing of Equity Shares
The company has allotted 944,000 Equity Shares of Rs. 10/- each at a price of Rs. 30/-
per equity shares by way of Initial Public Offer.
In-principal approval obtained from BSE Limited (SME Platform) on June 16, 2023 for
listing and trading of equity shares w.e.f. 19th June, 2023.
8. Change in Registered Office
During the year, company has changed its registered officer from Unit No. 16,
Ground Level, Loft & Basement Sethia Industrial Estate, Tungareshwar Phata, NA, Vasai
East Palghar, Thane - 410208, Maharashtra, India to Shop No. 01, Rameshwar C.H.S. Ltd,
Near Union Bank, Dahisar East Mumbai – 400068, Maharashtra, India within local limits
of the same city, under the Jurisdiction of ROC, Mumbai w.e.f. July 28, 2023.
9. Directors
| Sr. No. Name of Director |
Designation |
Date of Appointment |
Date of Cessation |
| 1 Ms. Sonali Nilesh Kocharekar |
Managing Director |
15/03/2022 |
NA |
| 2 Ms. Smita Shashikant Shah |
Whole Time Director |
15/03/2022 |
NA |
| 3 Mr. Sundeep Paul Menezes |
Non Executive Independent Director |
20/08/2022 |
NA |
| 4 Ms. Ekta Anuj Chugani |
Non Executive Independent Director |
20/08/2022 |
NA |
| 5 * Mr. Prakash Jhangiani |
Non- Executive Director |
15/03/2022 |
20/05/2024 |
| 6 * Mr. Sanjay Rajkumar Dua |
Additional Executive Professional Director |
20/05/2024 |
NA |
* Mr. Prakash Jhangiani, Director of the company has resigned from the said post w.e.f.
20th May, 2024.
* Mr. Sanjay Rajkumar Dua was appointed as Additional Executive Professional Director
of the Company w.e.f. 20th May, 2024 who hold office as such up to the date of
this annual general meeting. Necessary resolutions relating to his appointment as an
Executive Professional Director for is included in the Notice of Annual General Meeting.
The relevant details are given in the Notes/Annexures to the Notice of the Annual General
Meeting.
Declaration under Section 149(6):
The Independent Directors have submitted their disclosures to the Board that they
fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013
read with Schedule IV thereof and code of Conduct for Independent Directors and for Senior
Management formulated by Company.
Formal Annual Evaluation:
The Board of Directors has carried out an annual evaluation of its own performance, its
committees and individual Directors pursuant to the requirements of the Act and the
Listing Regulations.
Further, the Independent Directors, at their exclusive meeting held on 27th
March, 2024 during the year reviewed the performance of the Board, its Chairman and
Non-Executive Directors and other items as stipulated under the Companies Act, 2013 and
Listing Regulations.
Formal Updation Programs for Independent Directors:
The Company conduct familiarization and updation programs for independent directors on
need basis. Conducted by knowledgeable persons from time to time.
Liable to retire by rotation:
In accordance with the provisions of the Articles of Association of the Company, Ms.
Sonali N. Kocharekar (DIN:0953641), Director of the Company, retires by rotation at the
conclusion of the forthcoming Annual General Meeting and being eligible, offers himself
for reappointment. The Board recommended his reappointment for the consideration of the
members of the Company at the ensuing Annual General Meeting.
10. Key Managerial Personnel:
In compliance with provisions of Section 203 of the Companies Act, 2013, following are
the KMPs of the Company as on 31st March, 2024:
| Sr. No. Name |
Designation |
| 1 Ms. Sonali Nilesh Kocharekar |
Managing Director |
| 2 Ms. Smita Shashikant Shah |
Whole Time Director |
| 3 Mr. Shivang Shashikant Shah |
Chief Financial Officer |
| 4 Ms. Ankita Chopra |
Company Secretary |
| (Resigned w.e.f. 06th May, 2024) |
|
11. Number of Board Meetings:
During the year under review, the Board met 11 (Eleven) times and the intervening gap
between any two meetings was within the period prescribed under the Companies Act, 2013 on
following dates;
| Sr No. |
Meeting Date |
| 1 |
03/04/2023 |
| 2 |
22/05/2023 |
| 3 |
14/06/2023 |
| 4 |
28/07/2023 |
| 5 |
16/08/2023 |
| 6 |
21/08/2023 |
| 7 |
06/09/2023 |
| 8 |
29/09/2023 |
| 9 |
09/11/2023 |
| 10 |
11/01/2024 |
| 11 |
27/03/2024 |
Attendance of Director are as follows;
| Sr. No. Name of Director |
Designation |
No. of Meetings entitled to attend |
No. of Meeting Attended |
| 1 Ms. Sonali Nilesh Kocharekar |
Managing Director |
11 |
11 |
| 2 Ms. Smita Shashikant Shah |
Whole Time Director |
11 |
11 |
| 3 Mr. Sundeep Paul Menezes |
Non Executive Independent Director |
11 |
11 |
| 4 Ms. Ekta Anuj Chugani |
Non Executive Independent Director |
11 |
11 |
| 5 Mr. Prakash Jhangiani |
Non Executive Director |
11 |
11 |
| 6 * Mr. Sanjay Rajkumar Dua |
Additional Executive Professional Director |
0 |
0 |
| 7 Mr. Shivang Shashikant Shah |
Chief Financial Officer |
11 |
11 |
| 8 Ms. Ankita Chopra |
Company Secretary & Compliance Officer |
11 |
11 |
* Mr. Sanjay Rajkumar Dua has been appointed as an Additional Director in the capacity
of Professional Director w.e.f. 25th May, 2024, subject to approval of
shareholders in this Annual General Meeting.
12. Vigil Mechanism:
Pursuant to the provisions of Section 177(9) of the Companies Act, 2013, the Company
has established a "Vigil Mechanism" incorporating whistle blower policy in terms
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for employees
and Directors of the Company, for expressing the genuine concerns of unethical behavior,
actual or suspected fraud or violation of the codes of conduct by way of direct access to
the Chairman/ Chairman of the Audit Committee. The Company has also provided adequate
safeguards against victimization of employees and Directors who express their concerns.
The Policy on Vigil Mechanism and whistle blower policy as approved by the Board may be
accessed on the Company's website at the link: www.appetitefood.in.
13. Policies Disclosure on website in terms of Listing Regulations
The policy as required is adopted by the company and updated at the website of the
company namely www.sonalisconsumer.com.
14. Constitution of Various Committees & Its Meeting;
a. Audit Committee Constitution & Composition of Audit Committee:
Our Company has formed the Audit Committee as per the applicable provisions of the
Section 177 of the Act read with the Companies (Meetings of Board and its Powers) Rules,
2014 (as amended) and also to comply with Regulation 18 of SEBI Listing Regulations
(applicable upon listing of Company's Equity Shares). The composition of the Audit
Committee and details of meetings attended by the members of the Audit Committee are given
below:
| Sr. No Name of the Person |
Designation in Company |
Designation in Committee |
Particulars of Meetings |
|
|
|
No. of Meetings entitled to attend |
No. of Meetings Attended |
| 1 Sundeep Paul Menezes |
Non-Executive Independent Director |
Chairman |
4 |
4 |
| 2 Ekta Anuj Chugani |
Non-Executive Independent Director |
Member |
4 |
4 |
| 3 Prakash Premkumar Jhangiani |
Non-Executive Director |
Member |
4 |
4 |
b Nomination and Remuneration Committee: Constitution & Composition of Remuneration
Committee:
Our Company has formed the Nomination and Remuneration Committee as per Section 178 and
other applicable provisions of the Act read with the Companies (Meetings of Board and its
Powers) Rules, 2014 (as amended) and also to comply with Regulation 19 of SEBI Listing
Regulations (applicable upon listing of Company's Equity Shares). The policy of Nomination
and remuneration committee is annexed herewith (Annexure B). The Nomination and
Remuneration Committee comprises the following members:
| Sr. No. Name of the Person |
Designation in Company |
Designation in Committee |
Particulars of Meetings |
|
|
|
No. of Meetings entitled to attend |
No. of Meetings attended |
| 1 Sundeep Paul Menezes |
Non-Executive Independent Director |
Chairman |
1 |
1 |
| 2 Ekta Anuj Chugani |
Non-Executive Independent Director |
Member |
1 |
1 |
| 3 Prakash Premkumar Jhangiani |
Non-Executive Director |
Member |
1 |
1 |
b. Stakeholder's Relationship Committee: Constitution & Composition of Stakeholders
Relationship Committee:
Our Company has formed the Stakeholders Relationship Committee as per Section 178 and
other applicable provisions of the Act read with the Companies (Meetings of Board and its
Powers) Rules, 2014 (as amended) and also to comply with Regulation 20 of SEBI Listing
Regulations (applicable upon listing of Company's equity shares). The constituted
Stakeholders Relationship Committee comprises the following members:
| Sr. No. Name of the Person |
Designation in Company |
Designation in Committee |
Particulars of Meetings |
|
|
|
No. of Meetings entitled to attend |
No. of Meetings attended |
| 1 Sundeep Paul Menezes |
Non-Executive Independent Director |
Chairman |
1 |
1 |
| 2 Ekta Anuj Chugani |
Non-Executive Independent Director |
Member |
1 |
1 |
| 3 Prakash Premkumar Jhangiani |
Non-Executive Director |
Member |
1 |
1 |
15. Corporate Social Responsibility
The Company's vision on CSR is that the Company being a responsible Corporate Citizen
would continue to make a serious endeavor for a quality value addition and constructive
contribution in building a healthy and better society through its CSR related initiatives
and focus on education, environment, health care and other social causes.
The Company is not required to constitute Corporate Social Responsibility Committee as
it does not fall within the purview of Section 135(1) of the Companies Act, 2013 and hence
it is not required to formulate policy on Corporate Social Responsibility.
16. Internal Financial Controls:
The Company has in place adequate internal financial controls with reference to
financial statements. During the year, such controls were tested and no reportable
material weakness in the design or operation was observed. A report on the Internal
Financial Controls under clause (i) of sub-section 3 of section 143 of the Companies Act,
2013 as given by the Statutory Auditors of the Company forms part of Independent Auditor's
Report on Financial Statements.
17. Particulars of Contracts or Arrangements made with Related Parties;
The Company had not entered into any transaction of a material nature, which will have
a conflict with its interest during the year. The disclosure of related party transactions
as required is not given as company not entered in any related party transaction.
18. 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
along with the purpose for which the loan or guarantee or security is proposed to be
utilized by the recipient are provided in the financial statement (Please refer to Note
No. 12 to the financial statement).
19. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:
Energy conservation continues to be an area of major emphasis in our Company. Efforts
are made to optimize the energy cost while carrying out the manufacturing operations.
Particulars with respect to conservation of energy and other areas as per Section
134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, are
annexed hereto and form part of this report as "Annexure I".
20. Management Discussion and Analysis Report
Management Discussion and Analysis Report for the year under review as stipulated
under Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate
section as a "Annexure II" forming part of this Annual Report.
21. Human Resources /Industrial Relations:
Human resource is considered as the most valuable of all resources available to the
Company. The Company continues to lay emphasis on building and sustaining an excellent
organization climate based on human performance. The Management has been continuously
endeavoring to build high performance culture on one hand and amiable work environment on
the other hand.
The remuneration paid to the Directors is in accordance with the Nomination and
Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013
and Regulation 19 of the Listing Regulations (including any statutory modification(s) or
reenactment(s) for the time being in force).
22. Material Changes and Commitment, if any, Affecting the Financial Position of the
Company occurred between the end of the Financial Year to which this Financial Statements
relate and the date of the report
The company has further shifted its registered officer from Shop No. 01, Rameshwar
C.H.S. Ltd, Near Union Bank, Dahisar East Mumbai – 400068, Maharashtra, India to
HD-275, WeWork Oberoi Commerz II, 20th floor, CTS No. 95, 4 B 3 & 4 590, Off W. E.
Highway, Oberoi Garden City, Goregaon East (D2), Mumbai – 400063,
Maharashtra, India. within local limits of the same city, under the Jurisdiction of
ROC, Mumbai w.e.f. May 20, 2024.
No material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year to which these financial statements relate
on the date of this report.
23. Auditors & Auditors Report:
Statutory Auditor;
The Members of the Company at the 01st Annual General Meeting ("AGM‘)
approved the appointment of M/s. SSRV & Associates, Chartered Accountants, as a
Statutory Auditors of the Company for the Financial Year 2023-2024, M/s. SSRV &
Associates, Chartered Accountants will complete their present term on conclusion of this
02nd AGM in terms of the said approval and Section 139 of the Companies Act, 2013
("the Act‘) read with the Companies (Audit and Auditors) Rules, 2014.
The Board of Directors of the Company ("the Board‘), on the recommendation of
the Audit Committee ("the Committee‘), recommended for the approval of the
Members, the reappointment of M/s. SSRV & Associates, Chartered Accountants, as the
Auditors of the Company for the financial year 2024-2025 and to hold office till the
conclusion of 03rd AGM.
M/s. SSRV & Associates, Chartered Accountants have given their consent to act as
the Auditors of the Company and have confirmed that the said appointment, if made, will be
in accordance with the conditions prescribed under Sections 139 and 141 of the Act.
The Statutory Auditor has confirmed their eligibility and submitted the certificate
that they are not disqualified to hold the office of the Statutory Auditor.
This Auditors' Report is self-explanatory and no comments requires.
Secretarial Auditor;
M/s. K.P. Ghelani & Associates, Company Secretaries in Practice, was appointed
as a Secretarial Auditors of the Company and have submitted their Report in Form No. MR-3
as required under Section 204 of the Companies Act, 2013 for the financial year ended 31st
March, 2024. The Report forms part of this report as Annexure III.
This Secretarial Auditors' Report is self-explanatory and no further comments requires.
Cost Records and Audit;
Maintenance of Cost Records and Cost Audit as specified by the Central Government under
sub-section (1) of section 148 of the Companies Act, 2013, is not applicable to the
Company. The Company has not appointed a Cost Auditor to conduct the Cost Audit of the
records for the Financial Year 2023-2024 as the provisions of Section 148 of the Companies
Act, 2013 is not applicable to the Company.
24. Directors Responsibility Statement
Pursuant to provisions of Section 134 (5) of the Companies Act, 2013 the Board hereby
confirmed that:
a. In the preparation of the annual accounts, the applicable accounting standards have
been followed along with the proper explanation relating to material departures;
b. Appropriate accounting policies have been selected and applied consistently, and
have 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, 2024 and of
the profit of the Company for the year ended on 31st March,2024;
c. Proper and sufficient care has 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 annual accounts have been prepared on a going concern basis;
e. The Internal financial controls has been laid down to be followed by the Company and
that such internal financial controls are adequate and are operating effectively; and
f. A proper system has been devised to ensure compliance with the provisions of all
applicable laws and such systems are adequate and operating effectively.
25. General Disclosures
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend, voting or otherwise.
3. Significant or material orders passed by the Regulators or Courts or Tribunals which
impact the going concern status and Company's operations in future. 4. Change in nature of
Business of Company. 5. No fraud has been reported by the Auditors to the Audit Committee
or the Board. 6. There is no Corporate Insolvency Resolution Process initiated under the
Insolvency and Bankruptcy Code, 2016. 7. There has been no instance of any revision in the
Board's Report or the financial statement under Section 131(1) of the Act.
26. Sexual Harassment of Women at Workplace
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. Complaints Committee has been set-up to redress complaints received
regarding sexual harassment. All employees (permanent, contractual, temporary and
trainees) are covered under this policy. No complaints were received by the Committee
during the year.
27. Details of Holding/Subsidiaries/Associates Company
The clause is not applicable as there is no associate/subsidiary or Joint Venture
Company is there with the company.
28. Corporate Governance
Pursuant to Regulation 15(2)(a) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the compliance with the corporate governance provisions
shall not apply to the listed entity which has listed its specified securities on the SME
Exchange. As the Equity Shares of the Company are listed on SME Platform of BSE Limited,
provisions regarding Corporate Governance not applicable to our Company.
Your company have complied with applicable Secretarial Standards issued by the
Institute of Company Secretaries of India (ICSI) and approved by Central Government from
time to time.
29. Risk & Mitigating Steps
The Board has adopted a risk management policy where various risks faced by the Company
have been identified and a framework for risk mitigation has been laid down. Even though
not mandated, the Company has constituted a Risk Management Committee to monitor, review
and control risks. The risks and its mitigating factors are discussed in the Board.
30. Acknowledgement:
Your Directors are pleased to place on record their sincere gratitude to the
Government, Financial Institutions, Bankers, Business Constituents and Shareholders for
their continued and valuable co-operation and support to the Company and look forward to
their continued support and co-operation in future too.
They also take this opportunity to express their deep appreciation for the devoted and
sincere services rendered by the employees at all levels of the operations of the Company
during the year.
| For and on Behalf of Board of Directors |
|
| SONALIS CONSUMER PRODUCTS LIMITED |
|
| Sd/- |
Sd/- |
| SONALI NILESH KOCHAREKAR |
SMITA SHASHIKANT SHAH |
| Managing Director |
Whole Time Director |
| DIN: 09536461 |
DIN: 09536462 |
| Date: 05.09.2024 |
|
| Place: Mumbai |
|
|