Dear Member,
Your Directors have pleasure in presenting the 9THAnnual Report along with the audited statements of accounts of your Company for the financial year ended 31st March, 2024.
1. FINANCIAL RESULTS:
The audited financial statements of the Company as on March 31, 2024 are prepared in accordance with Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and provisions of the Companies Act, 2013 ("Act").
The Financial highlight is depicted below:
(Rs. In thousands)
Particulars
CONSOLIDATED
STANDALONE
Revenue from operations
Other Income
Total Revenue
Operating and Administrative expenses
Operating Profit before finance costs, Depreciation and Tax
Less: Depreciation and Amortization expenses
Profit before finance costs, exceptional items, tax and Deff tax adjustable in/(recoverable from) future tariff
Less: Finance Costs
Less: Exceptional Item
Profit Before Tax (PBT)
Provision for Tax (Including Deferred Tax)
Profit after Tax
Other Comprehensive Income
Total Comprehensive Income for the year
Profit available for appropriation
2. PERFORMANCE HIGHLIGHTS:
A. REVENUE
During the year under review company has total revenue of Rs. 1324688 thousands as against the previous year turnover of Rs. 1310672 thousands which shows increase of 1.07 % in comparison with the previous year.
B. OPERATING AND ADMINISTRATIVE EXPENSES
The operating Expenses of Rs. 1271979 thousands during FY 2023-24, as compared to previous financial year 2022-23 incurred of Rs. 1267295 thousands.
C. DEPRECIATION AND AMORTISATION EXPENSES
The depreciation Expenses of Rs. 8232 thousands during FY 2023-24, as compared to previous financial year 2022-23 incurred of Rs. 6331 thousands showing decrease as compared to previous year.
D. FINANCE COST
The finance cost of Rs. 14355 thousands during FY 2023-24, as compared to previous financial year 2022-23 incurred of Rs. 9232 thousands.
E. TOTAL EBITDA AND PAT FOR THE YEAR
EBITDA increased by 20.05 % as compared to previous year
The net profit after tax of the company decreased by 0.23% with compared to previous year.
F. TRANSFER TO RESERVES
The Board of Directors have decided to retain the entire amount of profit for F.Y. 2023-24 in the Statement of Profit & Loss as at March 31, 2024.
G. REVENUE
H. OPERATING AND ADMINISTRATIVE EXPENSES
I. DEPRECIATION AND AMORTISATION EXPENSES
J. FINANCE COST
K. TOTAL EBITDA AND PAT FOR THE YEAR
L. TRANSFER TO RESERVES
3. SHARE CAPITAL
The authorised share capital of the company is Rs. 12,00,00,000.00 (Rupees Twelve Crores) divided into 1,20,00,000 (one Crore twenty Lakhs) Equity Shares of Rs. 10/- each and the Paid-up Equity Share Capital of the Company as on March 31, 2024 was ^114559990/- comprising of 11455999 equity shares of ^10 each as on end of financial year 2023-24.
The authorised share capital of the company has been increased to 11,00,00,000 (Eleven Crore only) divided into
1.10.00. 000 (One Crore Ten Lakh only) equity shares of Rs. 10/- (Ten only) each from existing 5,00,00,000 (Five Crore only) divided into 50,00,000 (Fifty Lakh only) equity shares of Rs. 10/- (Ten only) each by creation of additional 60,00,000 (Sixty Lakhs only) equity shares of Rs. 10/- (Ten only) each by approval of members in EGM held on 10.04.2023 .
Further the authorised share capital of the company has been increased to 12,00,00,000 (Twelve Crore only) divided into
1.20.00. 000 (One Crore Twenty Lakh only) equity shares of Rs. 10/- (Ten only) each from existing 11,00,00,000 (Eleven Crore only) divided into 1,10,00,000 (One Crore Ten Lakh only) equity shares of Rs. 10/- (Ten only) each by creation of additional
10.00. 000 (Ten Lakhs only) equity shares of Rs. 10/- (Ten only) each by approval of members in EGM held on 04.08.2023.
During the year under review, your Company was come up with IPO of 34,00,000 (thirty four lacs) equity shares at an issue price of Rs.70/- each by member's approval dated 28th August, 2023. Above shares has been allotted on 07.12.2023 and all compliance requirement has been complied with.
Your Company has neither issued any shares with differential voting rights nor has granted any stock options or sweat equity. The Company has paid Listing Fees for the financial year 2024-25, to National Stock Exchange, where its equity shares are listed.
4. DIVIDENDS:
The Board of Directors of your company, after considering holistically the relevant circumstances and keeping in view the Company's dividend track, has decided that it would be prudent, not to recommend any Dividend for the year under review.
5. MATERIAL CHANGES AND COMMITMENTS:
There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report. There has been no change in the nature of business of the Company.
6. FIXED DEPOSITS:
During the year under review, your Company has not accepted any fixed deposits within the meaning of Section 73 of the Companies Act, 2013, read with rules made there under.
7. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
A. BOARD COMPOSITION
- HIREN VALLABHBHAI PATEL (CHAIRMAN AND MANAGING DIRECTOR)
- KAJAL HIREN PATEL (WHOLE TIME DIRECTOR)
- NISHANT SHAVJIBHAI RAMANI (NON-EXECUTIVE DIRECTOR)
- JAGRUTIBEN GHANSHYAMBHAI VIRANI (INDEPENDENT DIRECTOR)
- JAY MANSUKH SHAH (INDEPENDENT DIRECTOR)
- VISHAL SHAH (INDEPENDENT DIRECTOR)
- MADHAV PRABHUDAS RAJPOPAT (CHIEF FINANCIAL OFFICER)
- KHUSHBU KALPIT SHAH (COMPANY SECRETARY & COMPLIANCE OFFICER)
B. DIRECTOR RETIRING BY ROTATION
Pursuant to the requirements of the Companies Act, 2013 and Articles of Association of the Company, Mrs . KAJAL HIREN PATEL (DIN: 07267381), retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment. The Board recommends the re-appointment of Mrs . KAJAL HIREN PATEL for your approval. Brief details of the Director, who is proposed to be re-appointed, as required under Regulation 36 of the SEBI Listing Regulations, are provided in the Notice of Annual General Meeting.
C. INDEPENDENT DIRECTORS AND THEIR MEETING:
Your Company has received annual declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence provided in Section 149(6) of the Companies Act, 2013 and Regulations 16(1) (b) & 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has been no change in the circumstances, which may affect their status as Independent Director during the year. Also, your Company has received annual declarations from all the Independent Directors of the Company confirming that they have already registered their names with the data bank maintained by the Indian Institute of Corporate Affairs ["IICA"] as prescribed by the Ministry of Corporate Affairs under the relevant rules and that the online proficiency self-assessment test as prescribed under the said relevant rules is applicable to them and they will attempt the said test in due course of time (if applicable) .
Familiarization / Orientation program for Independent Directors:
The Independent Directors attend a Familiarization / Orientation Program on being inducted into the Board. Further, various other programmes are conducted for the benefit of Independent Directors to provide periodical updates on regulatory front, industry developments and any other significant matters of importance. The details of Familiarization Program to be provided in the Corporate Governance Report and is on the Company's Website is not applicable to company as company is listed on SME platform. .
8. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to clause (c) of sub-section (3) and suNSEction (5) of Section 134 of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, state the followings:-
A. that in the preparation of the annual financial statement, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
B. that such accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for the year ended on that date;
C. that 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. That the annual financial statements have been prepared on a going concern basis;
E. That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;
F. That proper system to ensure compliance with the provisions of all applicable laws including the compliance of applicable Secretarial Standards were in place and were adequate and operating effectively.
9. BOARD EVALUATION:
The Board carried out an annual performance evaluation of its own performance and that of its committees and individual directors as per the formal mechanism for such evaluation adopted by the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee.
The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The exercise of performance evaluation was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & committees, experience & competencies, performance of specific duties &obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.
10. INTERNAL FINANCIAL CONTROL (IFC) SYSTEM AND THEIR ADEQUACY:
The Company has implemented and evaluated the Internal Financial Controls which provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes and policies, safeguarding of assets, prevention and detection of frauds, accuracy and completeness of accounting records. The Internal Audit Reports were reviewed periodically by Audit Committee as well as by the Board. Further, the Board annually reviews the effectiveness of the Company's internal control system. The Directors and Management confirm that the Internal Financial Controls (IFC) is adequate with respect to the operations of the Company. A report of Auditors pursuant to Section 143(3) (i) of the Companies Act, 2013 certifying the adequacy of Internal Financial Controls is annexed with the Auditors report.
11. RELATED PARTY TRANSACTIONS:
All Related Party Transactions, those were entered into during the Financial Year under review, were on an arm's length basis, and in the ordinary course of business and are in compliance with the applicable provisions of the Act and the Listing Regulations..
All Related Party Transactions are placed before the Audit Committee for prior approval. Prior omnibus approval of the Audit Committee is obtained wherever required for the transactions which are repetitive in nature or when the need for these transactions cannot be foreseen in advance.
None of the transactions entered into with Related Parties fall under the scope of Section 188(1) of the Act. Details of transactions with Related Parties as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure - B in Form AOC - 2 and forms part of this Report. The Company has adopted a Policy for dealing with Related Party Transactions. It is not required to provide web link:
12. CONSOLIDATED FINANCIAL STATEMENTS:
In accordance with the provisions of the Companies Act, 2013 ("the Act") Consolidated Financial Statement, the audited consolidated financial statement is provided in the Annual Report.
13. AUDITORS & AUDITORS' REPORT:
A. AUDITORS DETAILS
V.V. PATEL & CO. (CHARTERED ACCOUNTANTS), Rajkot has been appointed as a Statutory Auditors of the Company to for five years term for F.Y. 2023-24 to 2027-28 with the approval of the members in AGM held on 11.07.2023.
B. AUDITORS' REPORT
In the opinion of the directors, the notes to the accounts in auditor's report are self-explanatory and adequately explained the matters, which are dealt with by the auditors.
C. COST AUDIT REPORT
Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 the Cost Audit Report is not applicable to our Company for the financial year 2023-24 .
D. INTERNAL AUDITOR
For f.y. 2023-24 company has not appointed internal auditor.
E. SECRETARIAL AUDIT REPORT
A qualified Practicing Company Secretary carries out secretarial audit and provides a report on the compliance of the applicable Acts, Laws, Rules, Regulations, Guidelines, Listing Agreement, Standards etc. as stipulated by the provisions of Section 204 of the Companies Act 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. The Secretarial Audit Report forms part of this report as ANNEXURE A. The findings of the audit have been satisfactory.
F. ANNUAL SECRETARIAL COMPLIANCE REPORT
Annual Secretarial Compliance Report under regulation 24A of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 ("SEBI LODR") read with SEBI Circular dated February 08, 2019 number CIR/CFD/CMDI/27/2019, is not applicable to company
14. CORPORATE GOVERNANCE:
We believe that by focusing on Corporate Governance, we practice the highest standards of ethical and responsible business culture and thereby enhance the value of all stakeholders. It is a combination of voluntary practices and compliance with laws and regulations in all areas of its operations and in its interactions with the stakeholders. It provides direction and control to the affairs of the Company.
Your Company is fully committed to practice sound Corporate Governance and uphold the highest business standards in conducting business. The Company has always worked towards building trust with all its stakeholders based on the principles of good corporate governance. Your Company is guided by a key set of values for all its internal and external interactions. The Company is open, accessible and consistent with its communication.
Your Company has been complying with the principles of good Corporate Governance over the years and is committed to the highest standards of compliance. However, as a good Corporate Governance Practice the Company has generally complied with the Corporate Governance requirements and a report on Corporate Governance is annexed as forms part of this Report as ANNEXURE D.
15. MANAGEMENT DISCUSSION AND ANALYSIS:
As required under SEBI (LODR) Regulations 2015 a detailed report on the Management discussion and Analysis is provided as a separate section in the Annual Report AS ANNEXURE C.
16. CORPORATE SOCIAL RESPONSIBILITY (CSR):
Composition of CSR committee and CSR expenditure is not applicable to your company during the year under review, .
17. DISCLOSURES:
A. NUMBER OF BOARD MEETING
The Board of Directors met 17 (Seventeen) times during the year 2023-24 on
22.05.2023,24.05.2023,05.06.2023,01.07.2023,07.07.2023,08.07.2023,11.07.2023,20.07.2023,05.08.2023,
14.08.2023,24.08.2023,31.08.2023,14.09.2023,28.11.2023,15.12.2023,27.12.2023,27.03.2024
The details of Board meetings and the attendance of the Directors are provided in the Corporate Governance Report which forms part of this Report.
B. COMMITTEES OF BOARD:
Details of various committees constituted by the Board of Directors, as per the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013, are given in the Corporate Governance Report and forms part of this report.
C. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT-7 are uploaded on website of company at https://sheetaluniversal.com .
D. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has adopted a whistle blower policy and has established the necessary vigil mechanism for employees and Directors to report concerns about unethical behaviour. No person has been denied access to the Chairman of the Audit Committee. The Vigil Mechanism Policy has been uploaded on the website of the Company.
E. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.
F. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to details of 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 of the Companies Accounts Rules, 2014 are as follows:
A) Conservation of energy:
As required by Rule 8 to Companies (Account Rules, 2014),
- Company ensures that the manufacturing is conducted in the manner where by optimum utilization and
maximum possible savings of energy is achieved.
- No specific investments have been made for reduction in energy consumption.
B) Technology Absorption:
Company's products are manufactured by using in house/domestic know how and no outside Technology is being used for manufacturing activities. Therefore no technology absorption is required. Further, the company has not incurred any expenses towards Research & Development.
G. PARTICULARS OF EMPLOYEES PERSONNEL
None of the employees is in receipt of remuneration in excess of the limit laid down under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company and Directors are annexed as ANNEXURE E and forms part of this Report.
H. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the work place (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company has not received any complaint under this policy during the year 2023-24
I. INSURANCE
All the properties and the insurable interest of the company including building, plants and machinery and stocks wherever necessary and to the extent required have been adequately insured.
J. LISTING AND DEMATERIALIZATION
The equity shares of the Company are listed on SME platform of National Stock Exchange Ltd (NSE). All the shares of company are in dematerialize form.
K. CERTIFICATION OF STATUS OF DIRECTOR'S QUALIFICATIONS
Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS annexed to this report as ANNEXURE H.
L. UNCLAIMED DIVIDEND
Not applicable- as company has not declared dividend till date.
M. WTD/CFO CERTIFICATION
Certification of WTD/CFO Annexed as ANNEXURE F and forms part of this Report
18. Reporting of Frauds
There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or to the Board as required under Section 143(12) of the Act and the rules made thereunder.
19. Significant and Material Orders passed by the Regulators or Courts
There are no significant or material orders which were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company's Operations in future.
20. ACKNOWLEDGEMENT:
Your Directors place on record their appreciation for assistance and co-operation received from various Ministries and Department of Government of India and other State Governments, financial institutions, banks, shareholders of the Company etc. The management would also like to express great appreciation for the commitment and contribution of its employees for their
committed services. Your Directors wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that the Company continues to grow and excel.
Your Directors wish to take this opportunity to place on record their gratitude and sincere appreciation for the timely and valuable assistance and support received from Bankers, Share Transfer Agents, Auditor, Customers, Suppliers and Regulatory Authorities. The Board values and appreciates the valuable committed services of the employees towards performance of your Company, without which it would not have been possible to achieve all round progress and growth. Your Directors are thankful to the shareholders for their continued patronage.
REGISTERED OFFICE:
FOR AND ON BEHALF OF THE BOARD
OFFICE NO. 348, 2ND FLOOR ISCON MALL, 150 FT RING ROAD RAJKOT - 360005, GUJARAT, INDIA
SD/-
DATE : 30.05.2024 PLACE : RAJKOT
MANAGING DIRECTOR HIREN VALLABHBHAI PATEL DIN:06961714
WHOLE TIMEDIRECTOR KAJAL HIREN PATEL DIN: 07267381