To The Members Of
SHRYDUS INDUSTRIES LIMITED
FORMERLY KNOWN AS VCK CAPITAL MARKET SERVICES LIMITED
Your Directors have pleasure in presenting their FORTY FIRST ANNUAL REPORT of the Company together with Audited Statement of Accounts for the year ended MARCH 31, 2024.
FINANCIAL HIGHLIGHTS
The highlights of the Financial Results are as under:
(Rs. In Lakhs)
OPERATING & FINANCING PERFORMANCE
There was a rise in the Operating Income of the Company during the year under review. The Income from Operations stood at Rs. 945.45 Lakhs compare to the previous financial year Rs. 928.93 Lakhs. The Company is exploring other modes of revenue to maximize returns to the Shareholders. .
CHANGE IN THE NATURE OF BUSINESS
There has been no change in the operational activities of the Company during the year under review.
MATERIAL CHANGES AND COMMITMENTS
There has been no material changes and commitments, 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.
DIVIDEND
In view of the Company does not carry out any business activities, the Board of Directors have considered it prudent not to recommend any dividend for the Financial Year under review.
TRANSFER TO RESERVE
There has been no transfer of profit to any reserve during the year under review.
CAPITAL STRUCTURE
During the year, upon conversion of warrants into equity shares , the Board has allotted 23,55,000/- Equity shares on Preferential basis. There has been changes in the Capital Base of the Company, which comprises of 1,20,13,786 Equity Shares of Rs. 10/- each.
During the year the company has not issued shares with differential voting rights nor has granted any stock options or sweat equity shares. As on March 31, 2024, none of the Directors of the Company hold instruments convertible into Equity Shares of the Company.
SUBSIDIARY / JOINT VENTURES / ASSOCIATES
The company has no Subsidiary/ Joint Ventures/ Associates.
EXTRACTS OF ANNUAL RETURN
As required under Section 134(3)(a) & Section 92(3) of the Act, the Annual Return is put up on the Company's website and can be accessed at www.shrydus.com & Extracts of the Annual return in form
MGT 9 for the Financial Year 2023-24 is uploaded on the website of the Company and can be accessed at www.shrydus.com
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, your Directors state that:
in the preparation of Annual Accounts, the applicable accounting standard have been followed along with proper explanation relating to material departures; the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reason- able and prudent so as to give true and fair view of the state of affairs of the Company at the end of Financial Year March 31, 2024 and the Profit or Loss of the Company for the period; the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and preventing and detecting fraud. The Directors had prepared the Annual Accounts for the Financial Year Ended March 31, 2024 on a going concern basis. the Directors had laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope of work includes review of process for safeguarding the assets of the Company, review of operational efficiency effectiveness of systems and processes, and assessing the internal control in all areas.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The composition of the Board consists of the following persons:
Non- Executive, Non-Independent Director
1) Mrs. Mital Amish Shah
Executive Director
1) Neha Premal Parekh
Non-Executive, Independent Directors
(1) Mr. Samir Kothari (2) Mrs. Rashmi Anil Salvi (3) Mr. Nagbhushan Rao
In accordance with the provisions of the Companies Act, 2013 and the Company's Articles of Association, Mrs. Neha Premal Parekh, Director of the Company, retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offer for re-appointment. The above re-appointment form part of the Notice of the Annual General Meeting.
MEETINGS OF THE BOARD
The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. During the year, 13 (Thirteen) Board Meetings were held on the following dates:
(i) April 07, 2023 (ii) April 11, 2023 (iii) May 16, 2023 (iv) May 18, 2023 (v) May 19, 2023 (vi) May 23, 2023 (vii) May 26, 2023 (viii) June 01, 2023 (ix) July 29, 2023 (x) September 07, 2023 (xi) November 09, 2023 (xii) February 09, 2024 (xiii) March 28, 2024
The composition of the Board and the attendance details of the Members are given below:
INDEPENDENT DIRECTORS' MEETING
During the year under review, the Independent Directors met on November 07, 2023 inter alia, to discuss: Evaluation of the performance of Non Independent Directors and the Board of Directors as a whole ; Evaluation of the performance of Chairman of the Company, taking into account the views of the Executive and Non Executive Directors. Evaluation 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.
All the Independent Directors were present at the Meeting.
DECLARATION BY INDEPENDENT DIRECTORS'
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
AUDITORS' AND AUDITORS' REPORT Statutory Auditors
KIRAN & PRADIP ASSOCIATES , Chartered Accountant was appointed as the statutory auditor of the company.
The observation made in the Auditors' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.
The observations of the Auditors are duly dealt in Notes of Accounts attached to the Balance Sheet and are self-explanatory in nature.
The first proviso to section 139(1) of the Companies Act, 2013 has been omitted vide section 40 of the Companies (Amendment) Act, 2017 notified on 7th May, 2018. Therefore, it is not mandatory for the Company to place the matter relating to appointment of statutory auditor for ratification by members at every Annual General Meeting. Hence the Company has not included the ratification of statutory auditors in the Notice of AGM.
During the Year under review, the Auditors have not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.
Secretarial Audit
The Board has appointed M/s. Pimple & Associates, Practicing Company Secretaries, to carry out the Secretarial Audit pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the Financial Year 2023-24. The Secretarial Audit Report for the Financial Year ended March 31, 2024 is annexed herewith and marked as Annexure – ‘I' to this Report.
COMMITTEES OF THE BOARD
The Company has constituted different Committees under the Board that are mandated under the Companies Act, 2013.
[I] Mandatory Committees (a) Audit Committee
The Audit Committee of the Board of Directors oversees the Financial Statements and Financial Reporting before submission to the Board.
The Audit Committee is responsible for the recommendation of the appointment, remuneration, performance and oversight of the Internal and Statutory Auditors. It reviews the Reports of the Internal Auditors and Statutory Auditors. The Senior Management Personnel are invited to the meetings of the Audit Committee, along with the Head of Internal Audit
During the year under review, the Audit Committee met 4 (Four) times to deliberate on the various matters. The Meetings were held on May 18, 2023, July 29, 2023, November 09, 2023 and February 09, 2024.
The composition of the Committee and the attendance details of the Members are given below:
(b) Nomination and Remuneration Committee
Your Company has reconstituted the Nomination and Remuneration Committee of the Company pursuant to the provisions of Section 178 of the Companies Act, 2013. The functions of this Committee include identification of persons who are qualified to become Directors and who may be appointed as Senior Management, formulation of criteria for determining qualifications, positive attributes, independence, recommendations of their appointments to the Board, evaluation of every Director's performance, formulation of Remuneration Policy to include recommendation of remuneration for Directors, Key Managerial Personnel and Senior Management.
At present, there are 3 (Three) Members of the Nomination and Remuneration Committee, in which all three Directors are Non-Executive Directors Independent Director.
During the year under review, the Nomination and Remuneration Committee met once in order to appoint to deliberate on the various matters. The Meeting was held on September 07, 2023.
The composition Committee and the attendance details of the Members are given below:
Remuneration Policy, Details of Remuneration and Other Terms of Appointment of Directors.
The Board has, on the recommendation of the Nomination and Remuneration Committee framed a Policy for Selection and Appointment of Directors, Senior Management and their remuneration. This Policy inter-alia includes:
(i) Criteria of Selection of Non-Executive Directors
Non-Executive Directors will be selected on the basis of Identification of Industry / subject leaders with strong experience. The advisory area and therefore the role may be defined for each independent director;
The Nomination and Remuneration Committee shall ensure that the Candidate identified for Appointment as a Director is not disqualified for Appointment under Section 164 of the Companies Act, 2013.
In case of Appointment of Independent Directors, the Nomination and Remuneration Committee shall satisfy itself with regard to the independent nature of the Directors vis-a vis the Company so as to enable the Board to discharge its function and duties effectively.
(ii) Remuneration
Pursuant to the resolution passed at the Board Meeting held:
The Independent Directors shall be entitled to receive remuneration by way of sitting fees for each meeting of the Board or Committee of the Board attended by them, or such sum as may be approved by the Board of Directors within the overall limits prescribed under the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
In addition, Independent Directors shall be entitled to receive reimbursement of expenses for participation in the Board/Committee Meetings.
(c) Stakeholders Relationship and Grievance Committee
Your Company has reconstituted the Stakeholders Relationship and Grievance Committee of the Company pursuant to Section 178 of the Companies Act, 2013. At present, there are 3 (Three) Members of the Stakeholder's Relationship Committee, in which Two Directors are Non-Executive Independent Director and One is Executive Director. The meeting of Stakeholder's was held on 29th July, 2023.
During the year under review, the Stakeholders Relationship and Grievance Committee met once in order to take on note the Share Transfer / Transmission / Demat of Shares / SubDivision as intimated by the RTA of the Company.
The composition of the Share Transfer and Stakeholders Relationship Committee is given below:
WHISTLE BLOWER POLICY AND VIGIL MECHANISM
A Vigil (Whistle Blower) mechanism provides a formal mechanism to the Employees and Directors to report to the Management concerns about unethical behavior, actual or suspected fraud or violation of the Codes of Conduct or Policy. The mechanism provides for adequate safeguards against victimization of Employees and Directors to avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. Pursuant to the requirements of the Act, the Company has established vigil mechanism for its Directors and Employees under the supervision of Audit Committee. A Whistle Blower Policy setting out the vigil mechanism is already in place in your Company.
RISK MANAGEMENT POLICY
The Management has put in place adequate and effective system and man power for the purposes of risk management. In the opinion of the Board, following would threaten the existence risk of the Company:
Staying one step ahead of risk
The Company has laid down a well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitoring of both business and non business risks.
FORMAL ANNUAL EVALUATION
Pursuant to the provisions of the Companies Act, 2013 the Board has carried out the annual performance evaluation of its own performance, the Directors individually including the Chairman of the Board as well as the evaluation of the Committees of the Board. The performance evaluation of the Independent Directors was also carried out by the entire Board.
The results of the evaluation done by Independent Directors were reported to the Chairman of the Board. It was reported that the performance evaluation of the Board, Committee etc. was satisfactory. The Directors expressed their satisfaction with the evaluation process.
ORDERS PASSED BY THE REGULATORS
There have been no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operations in future.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN
There have been no cases lodged under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
The particulars of Conservation of Energy and Technology Absorption as required under Section 134(3) (m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 are not applicable to the Company.
FOREIGN EXCHANGE EARNINGS OUT-GO
During the period under review there was no Foreign Exchange Earnings or out flow.
MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES
The Disclosures with respect to the Remuneration of Directors and Employees as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 along with, a statement containing particulars of Employees as required under Section 197 of Companies Act, 2013 read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith and marked as Annexure – "II" and form part of this report.
PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All related party transactions are entered on arm's length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014.
However, the details of the transactions with the Related Party are provided in the Company's financial statements in accordance with the Accounting Standards.
PARTICULARS OF LOAN GIVEN, INVESTMENTS MADE, GUARANTEES AND SECURITIES PROVIDED
No loan given, investment made, guarantee given and security provided during the Financial Year under Report.
DEPOSITORY SYSTEM
As the Members are aware, your Company's shares are tradable compulsorily in Electronic Form and the Company has established connectivity with both the Depositories in the Country i.e., NSDL and CDSL. In view of the various advantages offered by the Depository System, Members are requested to avail of the facility of dematerialization of the Company's shares on either of the aforesaid Depositories.
CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct, which is applicable to the Members of the Board and all Employees in the course of day-to-day business operations of the Company. A copy of Certificate of Compliance thereof is annexed herewith and marked as Annexure – ‘III'.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in Securities by the Directors and Designated Employees of the Company. The Board is responsible for implementation of the Code.
CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS REPORT
According to SEBI (Listing Obligations and Disclosure Requirements), 2015, Regulation 27(2) is applicable for the Company during this Financial Year 2023-24. Therefore, the Corporate Governance Report is attached as Annexure - ‘IV'
CORPORATE SOCIAL RESPONSIBILITY
As per Section 135 of the Companies Act, 2013, the provisions for Corporate Social Responsibility are not applicable to the Company.
LISTING
Your Company's shares are listed at BSE Limited and the Calcutta Stock Exchange Limited. However, delisting Application with the Calcutta Stock Exchange Limited is still under process.
CHIEF EXECUTIVE OFFICER (CEO) / CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION
As required under Regulation 17(8) of the Listing Obligations and Disclosures Requirements formulated by Securities and Exchange Board of India (SEBI), the CEO/CFO certification has been submitted to the Board and a copy thereof is annexed herewith and marked as Annexure ‘V'
ACKNOWLEDGEMENT
Your directors wish to thank the Shareholders, Clients, Bankers and Others associated with the Company for their continued support during the year. Your directors also wish to place on record their appreciation for the dedication and commitment of the Employees at all levels.
BY ORDER OF THE BOARD
FOR SHRYDUS INDUSTRIES LIMITED