Dear Members,
Your directors have the pleasure of presenting their Fifth (05th) Annual Report on the business and operations of the company together with the audited financial statements of the Company for the financial year ended 31st March, 2024.
FINANCIAL HIGHLIGHTS
The financial statements of the Company for the Financial Year ended 31st March 2024, have been prepared in accordance with the applicable Accounting Standards (AS).
The standalone and consolidated financial highlights of your Company for the Financial Year ended 31st March 2024 are summarised as follows:
FY 2023-24
* Since there were no subsidiary companies for the financial year ending 31st March 2023, preparation of consolidated financial statements are not applicable for the FY 2022-23.
COMPANY PERFORMANCE
During the year under review, the standalone revenue from operations for the year grew to 7828.33 lakhs from 3581.29 lakhs last year registering a growth of 118.59%.
The profit for the year was 703.40 lakhs as against 309.15 lakhs in the previous year registering a growth of 135.455%.
The Earnings Per Share (EPS) for the year stood at 11.19 per share, compared to 6.99 per share for the previous year.
DIVIDEND
The Directors have chosen to reinvest the earnings into the business's growth and, as a result, have decided not to recommend any dividend for the year under review.
The provisions of regulation 43A (2) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 regarding the establishment of a Dividend Distribution Policy are not applicable to the company.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
During the year under review, the provisions of Section 125(2) of the Companies Act, 2013 do not applicable, as no dividend has been declared or paid in the last seven years. Consequently, the Company was not required to transfer any amount to the Investor Education and Protection Fund (IEPF) established by the Central Government under Section 125(e) of the Companies Act, 2013, as there are no unclaimed amounts outstanding for a period of seven years from the date it became due for repayment.
TRANSFER TO RESERVES
The Company has a Closing Balance of Rs. 1684.55 Lakhs as Reserve and Surplus as on 31.03.2024. The Closing Balance of Reserve and Surplus is bifurcated as follows:
SHARE CAPITAL & CHANGES IN SHARE CAPITAL
Authorised Share Capital:
The Authorised Share Capital of the Company for the financial year ended 31 March 2024, is Rs. 7,50,00,000/- divided into 75,00,000 equity shares of Rs.10/- each.
Post the Financial year under review, the authorised share capital of the company has been increased from Rs. 7,50,00,000/- comprising of 75,00,000 Equity Shares of Rs. 10/- each to Rs. 10,00,00,000/- comprising of 1,00,00,000 Equity Shares of Rs. 10/- each with the approval of members on 31st May 2024 through postal ballot.
Paid-up-Share Capital:
The paid-up share capital of the company for the financial year ended 31 March 2024, is Rs. 7,14,20,000/- divided into 71,42,000 equity shares of Rs. 10/- each.
During the financial year under review, the paid-up share capital of the company increased from Rs. 5,00,00,000/- consisting of 50,00,000 equity shares of Rs. 10/- each to Rs. 7,14,20,000/- consisting of 71,42,000 equity shares of Rs. 10/- according to allotment of 21,42,000 equity shares of Rs. 10/- each at a premium of Rs. 32 per Equity Share, made on 14th August 2023 under an Initial Public Offer ("IPO") of the Company.
As on 31st March 2024, all the Equity Shares of the company are held in dematerialized form and traded electronically, except for 1000 Equity Shares held by one shareholder in physical form.
The Company has not issued any Equity Shares with differential voting rights, sweat equity shares, or employees stock options, and did not purchase its shares. Hence, there is no information to be provided as required under Rule 4(4), Rule 8(13), Rule 12(9), and Rule 16(4) of the Companies (Share Capital and Debenture) Rules, 2014 and Section 62 of Companies Act, 2013.
SUBSIDIARIES AND JOINT VENTURES
The Board of Directors of the company at its meeting held on February 02, 2024 approved the incorporation of a Wholly Owned Subsidiary Company in India, consequently, M/s. Srivari Supply Chain Private Limited was incorporated on 03rd March 2024 with an authorized capital of 10,00,000/- (Rupees Ten Lakhs Only) divided into 1,00,000 equity shares of 10/- each and Paid-up Capital of 1,00,000/-
(Rupees One Lakh only) divided into 10,000 equity shares of 10/- each.
Subsequently, on April 29, 2024, the Company reduced its equity stake M/s. Srivari Supply Chain Private Limited from 100% to 40% by transferring the shares. Post such share transfer, Srivari Supply Chain Private Limited is no longer a subsidiary of the Company but continue to be an associate company.
REPORT ON PERFORMANCE AND FINANCIAL POSITIONS OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
The statement containing the salient features of the financial statements of the subsidiary, pursuant to sub-section 3 of Section 129 of the Companies Act, 2013, in Form AOC-1 is herewith annexed to this report and marked as Annexure I. The statement also provides the details of the performance and financial position of the subsidiary.
MATERIAL CHANGE AND COMMITMENT, AFFECTING THE FINANCIAL POSITION OF THE COMPANY FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THE REPORT
RIGHTS ISSUE
The Board of Directors of the company passed a resolution on April 17, 2024, approving a rights issue to raise up to Rs. 25 Crores.
The company submitted the Draft Letter of Offer to the National Stock Exchange of India Limited on 12th July 2024. Following this, the NSE issued an In-principle approval letter dated 22nd August 2024 granting permission to use its name in the Letter of Offer for the proposed rights issue of the company's equity shares.
Subsequently, on August 29, 2024, the Board approved the issuance of up to 14,28,400 (Fourteen Lakhs Twenty-Eight Thousand Four Hundred) Rights Equity Shares with a nominal value of Rs. 10/- (Rupees Ten only) each, at an issue price of Rs. 175/- (Rupees One Hundred and Seventy-Five only) per share, aggregating to a total amount of Rs. 24,99,00,000/- (Rupees Twenty-Four Crores and Ninety-Nine Lakhs only) to all eligible equity shareholders of the company as of the record date, September 4, 2024, on a rights basis.
DISCLOSURE UNDER COMPANIES (SHARE CAPITAL AND DEBENTURE) RULES, 2014
Your company has altered the capital clause of the Memorandum of Association of the Company, pursuant to the increase in the authorised capital of the Company from Rs. 7,50,00,000 to Rs.10,00,00,000 vide resolution dated 31st May 2024 passed by the members through postal ballot.
However, there is no change in the Articles of Association of the Company during the period under review.
LISTING
During the year under review, the Company successfully launched an Initial Public offer (IPO) of 21,42,000 (Twenty-One Lakh Forty-Two Thousand) equity shares of Rs.10/- each at a premium of Rs.32/- per share.
The Company sought in-principle approval from the Emerge Platform of the National Stock Exchange Limited (NSE) for the listing of its equity shares on the SME Platform. NSE granted in-principle approval to the Company via a letter dated June 30, 2023.
The Public Issue was open for a period of three days from August 7, 2023 to August 9, 2023. The Basis of Allotment was finalized on August 14, 2023, in consultation with the NSE, the Registrar to the Issue, and the Merchant Banker. Accordingly, 21,42,000 equity shares of Rs. 10/- each were allotted under Public Issue.
The Company received approval for the listing of its equity shares from NSE on August 17, 2023 for listing and trading of 71,42,000 equity shares and accordingly, the equity shares of the Company were duly listed on NSE SME Platform w.e.f. 18th August 2024., under the symbol "SSFL".
Utilization of IPO Proceeds:
The Company successfully raised Rs. 899.64 Lakhs through the Initial Public Offering (IPO). The gross proceeds from the IPO have been utilized in accordance with the proposed allocation outlined in the objects chapter of the Offer Document.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
During the financial year under review, the provisions of Section 135 of the Companies Act, 2013, and the rules made thereunder were not applicable to the company. The Company did not have a CSR policy, a CSR Committee, nor did it incur any expenditure under corporate social responsibility.
However, the provisions of CSR are applicable to the company for the financial year 2024-25, based on the profit for the financial year 2023-24. Accordingly, the Board of Directors of the Company in its meeting held on 04th September 2024 constituted a Corporate Social Responsibility Committee.
DIRECTORS & KEY MANAGERIAL PERSONAL COMPOSITION OF BOARD
The Board of Directors of the Company has an optimum combination of Executive, Non-Executive, and Independent Directors. As on the 31st March, 2024, the Board comprises of 5 (Five) Directors, out of which 2 are Executive Directors including one Women director and 3 are non-Executive Directors. The Chairman of the Board is an Executive Director.
The details of the directors and key managerial personnel of the company are provided as follows:
* Mr. Hari Prasad Puttumurthi (DIN: 09633295), Independent Director, resigned from his position effective from 28th May, 2024 due to pre-occupation
* * Mr. Venkata Srinivasan Kodakalla (DIN: 10254552) was appointed as an additional director in the Independent (Non-Executive) Category by the board at its meeting held on 28th May, 2024
^ Ms. Aradhana Puranlal Kawde was Company Secretary & Compliance Officer of the Company from 01st April 2023 to 21st November 2023. Subsequently, Ms. Sushma Barla was appointed as the Company Secretary & Compliance Officer of the Company w.e.f. 05th February 2024.
DIRECTOR RETIRING BY ROTATION
During the financial year under review, pursuant to the provisions of Section 152 of the Companies Act, 2013, Mrs. Neihaa Rathi (DIN: 05274847) retired by rotation and was re-appointed by the members of the Company in the 4th Annual General Meeting held on 30th September 2023.
In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Narayan Das Rathi (DIN: 9065949), Executive Director of the Company, being longest in the office amongst the Directors liable to retire by rotation is proposed to retire at the ensuing 05th Annual General Meeting and being eligible has offered himself for re-appointment at the said meeting of the Company. Appropriate resolution is being presented in the Notice of the 5th Annual General Meeting for approval of members in this regard.
APPOINTMENT & CESSATION OF THE BOARD OF DIRECTORS AND THE KEY MANAGERIAL PERSONNEL
During the year under review, the following changes in the Board of Directors and the Key Managerial Personnel took place:
i) Ms. Rashida Younus Ahmedabadwala (DIN: 09767329) resigned from the post of Non-Executive Director of the Company w.e.f. 6th April, 2023.
Subsequently, at the extra-ordinary general meeting of the company held on April 07, 2023, the members of the company appointed Ms. Rashida Younus Ahmedabadwala (DIN: 09767329), as a Non-Executive Independent Director of the Company w.e.f. April 07, 2023, for a term of 5 (five) years
ii) Mr. Uday Kiran Reddy Sama (DIN: 09771391) resigned from the post of Non-Executive Director of the Company w.e.f. 6th April, 2023.
Subsequently, at the extra-ordinary general meeting of the company held on April 07, 2023, the members of the company appointed Mr. Uday Kiran Reddy Sama (DIN: 09771391), as a Non-Executive Independent Director of the Company w.e.f. April 07, 2023, for a term of 5 (five) years
iii) Mr. Hari Prasad Puttumurthi (DIN: 09633295), Independent Director, resigned from the office of directorship w. e. f. 28th May, 2024 due to pre-occupation. The Board expresses its sincere appreciation for the valuable guidance and contribution made by Mr. Puttumurthi during his tenure as an Independent Director.
iv) Based on the recommendation of the Nomination & Remuneration Committee, the board appointed Mr. Venkata Srinivasan Kodakalla (DIN: 10254552) as the Additional Director in the Independent (Non-
Executive) Category during its meeting held on 28th May, 2024. The board seeks approval of members for his appointment as Independent Director and an appropriate resolution is being presented in the Notice of 05th Annual General Meeting of the Company, in this regard.
v) At its meeting held on 01st April 2023, the board appointed Ms. Aradhana Puranlal Kawde (ICSI Membership No. A67593) as the Company Secretary & Compliance Officer of the Company. Subsequently, Ms. Kawde resigned from the position of Company Secretary & Compliance Officer w.e.f. 21st November 2023 due to personal reasons. The Board records its sincere appreciation for her valuable service and contributions to the Company.
vi) On the recommendation of the Nomination and Remuneration Committee, the board at its meeting held on 05th February 2024, appointed Ms. Sushma Barla as the Company Secretary & Compliance Officer of the Company.
DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors have submitted their declaration of independence in accordance with the provisions of Section 149(7) of the Act and Regulation 25(8) of the Listing Regulations, stating that they meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience, and expertise and hold highest standards of integrity.
SEPARATE MEETING OF INDEPENDENT DIRECTORS
In accordance with the provisions of Schedule IV to the Act and Regulation 25(3) of the SEBI (LODR), 2015, a separate meeting of the Independent Directors of the Company was held on 20th March 2024 to discuss relevant items including the agenda items as prescribed under the applicable laws. The meetings were attended by all the Independent Directors of the Company.
OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR
The Independent Directors of the Company are persons of integrity, eminent personalities having expertise/ experience in their respective fields/ professions. These Directors meet the criteria of independence, as specified in SEBI (LODR) Regulations, and were selected and appointed, based on well-defined selection criteria. The Nomination and Remuneration Committee considers, inter alia, key qualifications, skills, expertise and competencies, fulfilment of criteria for independence, while recommending to the Board, the candidature for appointment as Independent Director, to enable the Board to discharge its functions and duties, effectively.
All the Independent Directors of the Company have been registered and are members of Independent Directors Databank maintained by Indian Institute of Corporate Affairs (IICA), in terms of the provisions of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2019 and the Companies (Creation and Maintenance of Databank of Independent Directors) Rules, 2019.
ANNUAL PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has carried out the evaluation of its own performance and, the performance of Individual Directors, Board Committees including the Chairman of the Board on the basis of attendance, contribution and various criteria as recommended by the Nomination and Remuneration Committee of the Company. The evaluation of the working of the Board, its committees, experience and expertise, performance of specific duties and obligations etc were carried out. The Directors expressed their satisfaction with the evaluation process and outcome.
The performance of each of the non-independent directors (including the Chairman) was also evaluated by the Independent Directors at a separate meeting held of Independent Directors of the Company.
BOARD MEETINGS
During the year, the Board of Directors convened Twenty (20) meetings, adhering to the Companies Act, 2013, SEBI Listing Regulations, and Secretarial Standards on Board Meetings, with the gap between two meetings not exceeding 120 days. Notices of the Board meetings were provided to all the Directors of the Company well in advance. Additional meetings were held depending upon the requirements of the Company. Details of these meetings, including attendance records for each director, are provided below.
BOARD COMMITTEES
Your Company has in place the Committee(s) as mandated under the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are currently Four (4) committees of the Board, namely:
1. Audit Committee
2. Nomination & Remuneration Committee
3. Stakeholders' Relationship Committee 4. Corporate Social Responsibility Committee
Audit Committee
The Audit Committee is duly constituted in accordance the section 177 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 as amended from time to time. It adheres to the terms of reference which is prepared in compliance with Section 177 of the Companies Act, 2013, and SEBI (LODR) Regulations 2015.
The Audit Committee was constituted on 07th April 2023.
During the financial year under review, the Audit Committee convened 8 (Eight) meetings on the following dates: 15th July 2023, 18th July 2023, 04th September 2023, 14th November 2023, 05th February 2024, 20th March 2024, and 30th March 2024. The attendance records of the members of the Committee are as follows:
No. of Meetings
* Mr. Hari Prasad Puttumurthi (DIN: 09633295), ceased to be a member of the committee w.e.f. 28.05.2024.
* * Mr. Venkata Srinivasan Kodakalla (DIN: 10254552) was appointed as a member of the committee w.e.f. 28.05.2024.
Nomination & Remuneration Committee
The Nomination and Remuneration Committee is constituted in accordance with Section 178 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 as amended from time to time.
The Nomination and Remuneration Committee was constituted on 07th April 2023.
During the financial year under review, the Nomination and Remuneration Committee convened 3 (Three) meetings on the following dates: 04th September 2023, 05th February 2024, and 20th March 2024. The attendance records of the members of the Committee are as follows:
Stakeholder's Relationship Committee
The Stakeholders Relationship Committee was constituted on 07th April 2023 and is in compliance with the requirements of Section 178 of the Companies Act, 2013.
During the year under review, one meeting of the Stakeholders Relationship Committee was held on 20th March 2024 and the attendance records of the members of the Committee are as follows:
Corporate Social Responsibility Committee
The Corporate Social Responsibility Committee is duly constituted by the board of directors of the company in its meeting held on 04th September 2024 in accordance with Section 135 of the Companies Act, 2013 read with applicable rules as amended from time to time.
During the year under review, no meeting of the Corporate Social Responsibility Committee was held.
Please find below the constitution of the Corporate Social Responsibility Committee
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
Related Party Transactions entered into during the financial year under review are disclosed in Notes forming part of standalone financials under the head Related Party Disclosures (AS 18). These transactions were at an arm's length basis and in the ordinary course of business.
During the year under review, contracts or arrangements entered into with the related party, as defined under Section 2(76) of the Companies Act, were in ordinary course of business and at arm's length basis. There were no materially significant Related Party Transactions with the Company's promoters, directors, management or their relatives which could have had a potential conflict with the interests of the Company.
Form AOC-2, containing a note on the aforesaid Related Party Transactions is enclosed herewith as Annexure II to this report.
The Related Party Transaction Policy, as approved by the Board may be accessed on the Company's website https://srivarispices.com/codes-policies.php
AUDITORS AND THEIR REPORTS AND RECORDS
Statutory Auditors:
M/s. Rao & Shyam, Chartered Accountants (FRN: 006186S) Hyderabad, were appointed at the 04th Annual General Meeting held on 30th September 2023 as the Statutory Auditors of the Company for a term of five years to hold office till the conclusion of the 09th Annual General Meeting of the Company. They have confirmed their eligibility for the F.Y. 2023-24 under Section 141 of the Companies Act, 2013 and the Rules framed thereunder.
The Auditor's Report on the financial statements of the Company for the F.Y. 2023-24 does not contain any qualification, reservation, adverse remark or disclaimer, and the notes on the financial statements referred to therein are self-explanatory, thereby not requiring any further comments on the same.
Secretarial Auditors:
In terms of the provision of Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board at the recommendation of the Audit Committee had appointed M/s. P.S. Rao & Associates, Practicing Company Secretaries as the Secretarial Auditor for conducting the Secretarial Audit of your Company for the Financial Year ended 31st March, 2024. The Secretarial Audit Report, in form MR-3, for the financial year 2023-24 forms part of this Report as Annexure III. The contents of the Secretarial Audit Report are self-explanatory and do not contain any qualification, reservation or adverse remark.
Cost Audit/ Maintenance of Cost Records
For the financial year 2023-24, your Company is required to maintain cost records, as specified by the central government under sub-section (1) of section 148 of the Act, in respect of the activities carried on by the Company. However, cost audit, as specified under Rule 4 of the Companies (Cost Records and Audit) Rules, 2014 is not applicable.
Internal auditors:
The Board on the recommendation of the Audit Committee of the Company in its meeting held on 20th March, 2024, appointed M/s. M N H & Co, Chartered Accountants (Firm Registration No. 006186S) as the Internal Auditor of the Company to conduct the Internal Audit for the financial year 2023-24 as required under section 138 of the Companies Act, 2013 and rules made thereunder.
COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMERS Statutory Auditors:
As there is no qualification, reservation or adverse remark in the reports given by the Statutory Auditors for the Financial Year 2023-24, your directors need not provide any clarification on the same.
There is no qualification, reservation or adverse remark in the reports given by the Secretarial Auditors, for the financial year 2023-2024.
Reporting of Frauds
During the year under review, neither the Statutory Auditors nor the Secretarial Auditors have reported to the Audit Committee, any instances of fraud committed against the Company by its officers and employees, the details of which would need to be mentioned in the Board's Report under Section 143(12) of the Act.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company maintains an internal financial control system that aligns with its operational needs. Management actively monitors the safeguarding of assets, the prevention and detection of fraud and errors, and ensures the accuracy and completeness of accounting records, including the timely preparation of reliable financial information.
All transactions are duly authorized, accurately recorded and reported to Management. The Company adheres to all applicable Accounting Standards to ensure proper maintenance of accounting records and accurate financial reporting. The Company remains committed to upholding robust systems and procedures appropriate to its size and business nature, ensuring that assets are protected against loss and that financial and operational information is accurate and complete.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report, as required under Regulation 34 & Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided as Annexure IV and forms parts of this report.
CORPORATE GOVERNANCE REPORT
Since the Company's securities are listed on the SME Platform of NSE - EMERGE, by virtue of Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the compliance with the Corporate Governance provisions as specified in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and para C, D and E of Schedule V are not applicable to the Company.
Hence, Corporate Governance does not form part of this Board's Report.
ANNUAL RETURN
In terms of Section 92(3) of the Act, read with Rule 11 of The Companies (Management and Administration) Rules, the Annual Return, comprising the requisite details in Form MGT-7, has been prepared and made available on the website of the Company under the web link https://srivarispices.com/annual-return.php
PARTICULARS OF LOANS, GUARANTEES, AND INVESTMENTS MADE BY THE COMPANY UNDER THE PROVISIONS OF SECTION 186 OF THE COMPANIES ACT, 2013
Details of Loans, Guarantees, and Investments covered under the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014, are given in the notes to the Financial Statements.
DEPOSITS
During the year under review, Your Company has not accepted any deposits within the meaning of Section 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
Your Company has received declarations with respect to loans received from the directors of the company, stating that the amount is not being given out of funds acquired by them by borrowing or accepting loans or deposits from others.
DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134 (3)(c) and Section 134(5) of the Companies Act, 2013 to the best of their knowledge and belief, the Board of Directors hereby submit that:
a) In the preparation of the Annual accounts, for the year ended on March 31, 2024, the applicable accounting standards have been followed and there is no material departure 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 the Company for the Financial Year ended on March 31, 2024; c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) The directors had prepared the Annual accounts on a going concern basis; e) The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively and f) 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.
RISK MANAGEMENT POLICY
Risk management is the process of identification, assessment, and prioritization of risks followed by coordinated efforts to minimize, monitor, and mitigate/control the probability and/or impact of unfortunate events. The Company has initiated a process of preparing a comprehensive risk assessment and minimization procedures. The major risks are being identified by the Company in areas of operations, financial processes, human resources, and statutory compliances.
The Company has developed and implemented a risk management policy which includes the identification therein of elements of risk, which in the opinion of the board may threaten the existence of the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to the conservation of Energy, Technology Absorption, Foreign Exchange Earnings, and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 is as follows:
A. Conservation Energy:
i) The steps taken or impact on conservation of energy:
The Company prioritizes energy cost savings by continually striving to reduce per-unit energy consumption. We are committed to optimizing energy use and minimizing waste wherever possible. Our energy consumption is monitored regularly to identify and implement measures for improved efficiency.
ii) The steps taken by the Company for utilizing alternate source of energy: The Company is actively exploring alternative energy sources to support internal power generation for our operations.
iii) The capital investment in energy conservation equipment: No capital investment was made in energy conservation equipment during the financial year.
B. Technology Absorption:
The Company is dedicated to improving product quality and reducing costs. However, during the year, there were no new technology imports or independent research and development activities. Consequently, there was no significant expenditure on technology or R&D.
C. Foreign Exchange Earnings and outgo:
During the Financial year under review, the foreign exchange earnings is Nil and outgo is Nil.
HUMAN RESOURCES
Your Company considers its Human Resources as the key to achieve its objectives. Keeping this in view, your Company takes utmost care to attract and retain quality employees. The employees are sufficiently empowered and such work environment propels them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind the Company's vision. Your
Company appreciates the spirit of its dedicated employees.
CEO / CFO CERTIFICATION
As required under Regulation 17(8) of the Listing Regulations, a certificate duly signed by the CEO/ CFO of the Company is appended as an Annexure to this Report.
LISTING AND DEPOSITORY FEE
Your Company has paid the Annual Listing Fee for the financial year 2024-25 to the National Stock Exchange of India Ltd according to the prescribed norms & regulations. The company has also paid Annual Custody Fee to National Securities Depository Limited and the Issuer Fee to Central Depository Services (India) Limited for the financial year 2024-25.
ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE-BLOWER POLICY FOR DIRECTORS AND EMPLOYEES
Your Company promotes ethical behavior in all its business activities and has put in place a mechanism wherein the employees are free to report illegal or unethical behavior, actual or suspected fraud or violation of the Company's Codes of Conduct or Corporate Governance Policies or any improper activity to the Chairman of the Audit Committee of the Company or Chairman of the Board.
The Whistle Blower Policy has been duly communicated within your Company. Under the Whistle Blower Policy, the confidentiality of those reporting violation(s) is protected, and they are not subject to any discriminatory practices. No personnel have been denied access to the Audit Committee in this regard.
The Whistle Blower Policy may be accessed on the Company's website https://srivarispices.com/codes-policies.php
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION, AND REDRESSAL) ACT, 2013
Your Company has always provided a safe and harassment-free workplace to every individual working on its premises through various policies and practices. Your Company always endeavors to create an environment that is free from discrimination and harassment, including sexual harassment.
Your Company has adopted the Prevention of Sexual Harassment Policy in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. As per the said Policy, an Internal Complaint Committee (ICC) has been duly constituted by the Company.
During the financial year ended March 31, 2024, the company has not received any complaints pertaining to sexual harassment. The policy adopted by the Company for Prevention of Sexual Harassment is available on its website at https://srivarispices.com/codes-policies.php
INFORMATION TO BE FURNISHED UNDER COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
The information required pursuant to Section 197 (12) read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company is herewith annexed as Annexure- V.
In terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company does not have any employee who is employed throughout the financial year and in receipt of remuneration of Rs. 1 crore and 2 Lakhs, or employees who are employed for part of the year and in receipt of Rs. 8.50 Lakhs or more per month.
APPLICATION OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016
Your company has neither made any application nor has any proceedings pending under the Insolvency and Bankruptcy Code, 2016, during the financial year 2023-24.
One-Time Settlement
Your company has not made any one-time settlements against loans taken from banks or financial institutions during the financial year 2023-24.
OTHER INFORMATION
(i) Significant and material orders passed by the regulators
No significant and material orders have been passed during the year under review by the regulators or courts or tribunals affecting the going concern status and the Company's operations in the future.
(ii) Change in Nature of business, if any
There is no change in the nature of business of the Company during the year under review. (iii) Compliance with Secretarial Standards
Your Company has complied with the secretarial standards i.e., SS-1, and SS-2 relating to Meetings of the Board of Directors and General Meetings respectively, issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs.
(iv) Compliance Officer
The Compliance Officer of the Company is Ms. Sushma Barla (ICSI Membership No. A51275) who is the designated Company Secretary of the Company
(v) Compliance with the Sebi (Listing Obligations & Disclosure Requirements) Regulations, 2015 The company's equity shares are listed on the SME Platform of NSE - Emerge. The company has paid the Annual Listing Fees to NSE for the Financial Year 2024-25. All compliances with respect to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 have been duly made by the company.
(vi) Registrar And Share Transfer Agent
The Company has appointed Bigshare Services Limited as its Registrar and Share Transfer Agent
(vii) Credit Rating
The Company has no credit rating during the year under review.
ACKNOWLEDGMENT AND APPRECIATION
Your directors express their heartfelt gratitude to all the stakeholders including suppliers, distributors, wholesalers, retailers, customers, and lenders for their trust, confidence, and unwavering support of the Company.
We reaffirm our commitment to operating with honesty, integrity, and respect, and to being accountable to all our stakeholders.
Additionally, we sincerely appreciate the dedicated efforts of our employees, whose wholehearted commitment drives our success.
We also wish to acknowledge and thank the Central and State Governments, Stock Exchange, RBI, and other Regulatory Bodies, Bankers, associates, and well-wishers for their ongoing cooperation and support.
By Order of The Board of Directors
For Srivari Spices and Foods Limited
(Formerly known as "Srivari Spices and Foods Private Limited")