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Solid Stone Company Ltd. Directors Report
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You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 16.46 Cr. P/BV 0.75 Book Value (Rs.) 40.89
52 Week High/Low (Rs.) 41/28 FV/ML 10/1 P/E(X) 19.95
Bookclosure 19/09/2024 EPS (Rs.) 1.53 Div Yield (%) 0.00
Year End :2025-03 

Your Directors have pleasure in presenting their Thirty Fifth Annual Report of the Company for the year ended on 31st March, 2025.
FINANCIAL RESULTS :

Year Ended
31st March, 2025
Rs..in '000s

Year Ended
31st March, 2024
Rs..in '000s

Gross Income from Operations

2,77,975

2,40,986

Profit/(Loss) before Depreciation and Tax

21,799

20,103

Profit/(Loss)after Tax

8,659

8,498

Balance brought forward from

Previous year

1,05,492

97,172

Total Comprehensive Income/(Loss) for

7,541

8,320

the year

Surplus carried to Balance Sheet

1,13,033

1,05,492

OPERATIONS :

During the year under review the Company was able to achieve higher gross income as well as improved net margin. The
Gross Income from Operations during the year was Rs.2779.75 lakhs as against Rs.2409.86 lakhs in the previous year. The
company posted a Profit before tax of Rs.126.19 lakhs as against Profit before tax of Rs.111.99 lakhs in the previous year
and Profit after Tax of Rs.86.59 lakhs during the year under review as against Profit after tax of Rs.84.98 lakhs in the previous
year. The company continues to focus on the domestic market and is trying to create and nurture niche clientele in the sector
which it operates.

SUBSIDIARIES AND ASSOCIATES :

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement
containing salient features of the financial statements of the Company's Subsidiaries' and Associate (in Form AOC-1) is forming
part of this Report.

CONSOLIDATED FINANCIAL STATEMENTS :

In accordance with the Accounting Standard (AS 21) on consolidated Financial Statements read with Accounting Standard (AS
23) on Accounting for Investment in Subsidiaries, the Audited Consolidated Financial Statements are provided in the Annual
Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as
required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed
herewith as “Annexure A”.

RELATED PARTY TRANSACTIONS

All transactions with the Related Parties are placed before the Audit Committee for its approval. All related party transactions
that were entered into during the financial year under review were on arm's length basis and were in the ordinary course
of business and in accordance with the provisions of the Act and Rules made thereunder, the Listing Regulations and company's
policy on Related Party transactions.

During the year under review there are no materially significant related party transactions made by the company with Promoters,
Directors, Key Managerial Personnel or other designated persons or parties which may have a potential conflict with the interest
of the Company at large. Accordingly, no disclosure is made in respect of related party transaction in Form AOC-2 in terms
of section 134 of the Act and Rules framed thereunder.

The related party transactions are disclosed under Note No. 36 of the Notes to Financial Statements for the financial year
2024-25.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are
given in the Note No.3 of the Notes to the Financial Statements.

INSURANCE:

All the assets of the Company are adequately insured.

DIRECTORS AND KEY MANAGERIAL PERSONNEL :

Ms. Ashni Parekh ( DIN : 00763224) , Mr.K. Gopi Nair (DIN : 00763252) and Mr. Gaurav Davda (DIN : 01372614) the independent
Directors of the company retired from their respective offices as Independent Directors on account of completion of their tenure
with effect from the the conclusion of the last Annual General Meeting held on 19 September, 2024.

Mr. Sarvapriya Walia (DIN: 08040807), Ms. Deepali Jagad (DIN : 10745991) and Ms. Rashmi Ghorpade (DIN : 10745942) were
appointed as Independent Directors of your company at the previous Annual General Meeting held on 19 September, 2024 for
a period of 5 years from the conclusion of the previous Annual General Meeting till the conclusion of the Annual General Meeting
to be held for the year ended 31st March, 2029.

Key Managerial Personnel

Mr. Milan Khakhar, Chairman and Managing Director, Mr. Prakash Khakhar, Joint Managing Director, Mr. Manoj Dewani, Chief
Financial Officer and Mr. Hardik Valia, Company Secretary of the Company are Key Managerial Personnel of the Company. There
was no change in the Key Managerial Personnel during the year.

BOARD EVALUATION :

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own
performance and that of its statutory committees viz. Audit Committee, Stakeholder Relationship Committee, Nomination and
Remuneration Committee and that of the individual directors. The results of evaluation are satisfactory and adequate and meet
the requirements of the company.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION :

(including criteria for determining qualification, positive attributes, independence of a Director, policy relating to remuneration for
Directors, Key Managerial Personnel and other employees)

Policy on Directors' Appointment

Policy on Directors' appointment is to follow the criteria as laid down under the Companies Act, 2013 and the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Emphasis is given to persons
from diverse fields or professions.

Policy on Remuneration

Guiding Policy on remuneration of Directors, Key Managerial Personnel and employees of the Company is that -

• Remuneration to workmen is as per the prevailing structure, qualification, experience and skills.

• Remuneration to Key Managerial Personnel, Senior Executives, Managers, Staff and Workmen (non Unionised) is industry
driven in which it is operating, taking into account the performance leverage and such factors so as to attract and retain
quality talent.

• For Directors, it is based on the shareholders resolutions, provisions of the Companies Act, 2013 and Rules framed therein,
circulars and guidelines issued by Central Government and other authorities from time to time.

DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS

Pursuant to Section 149(7) of the Companies Act, 2013, Independent Directors of the Company have made declarations
confirming the compliance of the conditions of the independence stipulated in Section 149(6) of the Act.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm
that:

a) in the preparation of the Annual Accounts, the applicable accounting standards have been followed and there are no
material departures;

b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates
that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end
of the financial year and of the profit of the Company for that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;

d) the Directors have prepared the Annual Accounts on a going concern basis.

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial
controls are adequate and are operating effectively.

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such
systems are adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company,
work performed by the internal, statutory, and secretarial auditors and the reviews performed by Management and the
relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial
controls were adequate and effective during the financial year 2024-25.

DETAILS OF COMMITTEES OF DIRECTORS

Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors, Stakeholders Relationship/
Grievance Committee of Directors, number of meetings held of each Committee of Directors during the financial year 2024-25
and meetings attended by each member of the Committee as required under the Companies Act, 2013, are provided in Corporate
Governance Report and forming part of the report. The recommendations of the Audit Committee, as and when made to the
Board, have been accepted by it.

CORPORATE GOVERNANCE :

Your Company reaffirms its commitment to Corporate Governance and is fully compliant with the conditions of Corporate
Governance stipulated in Clause 'C' of Schedule V on Annual Report pursuant to Regulation 34(3) of Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

A separate section of disclosure on Corporate Governance is annexed hereto and forms part of the Report.

ANALYSIS OF REMUNERATION

The Information as per Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report as “Annexure D”.

AUDITORS AND AUDITOR'S REPORT :

Statutory Auditors

The members in the 30th Annual General Meeting had appointed M/s. Merchant & Co., Chartered Accountants (Registration No.
145290W) as Statutory Auditors of the Company to hold office until the conclusion of this Annual General Meeting.

The Board of Directors after recommendation by Audit Committee at their respective meetings held on May 08, 2025, subject
to the approval of Members in the forthcoming Annual General Meeting, recommended the appointment of M/s ASHAR & CO.
LLP, Chartered Accountants (Firm Reg No.:129159W/ W100995), as the Statutory Auditors of the Company for the term of five
years, from the conclusion of 35th AGM until the conclusion of 40th AGM of the Company, in place of M/s Merchant & Co.,
Chartered Accountants, (Firm Reg No. 145290W) the existing Statutory Auditors of the Company, whose term of appointment
expires in the forthcoming Annual General Meeting of the Company.

The Audit Report of the Statutory Auditors on the financial Statements of the Company for FY 2024-25 forms part of the Annual
Report.

During the year under review, the Audit Report does not contain any qualification, reservations, adverse remarks or disclaimer
and no frauds were reported by the Auditors of the company under Section 143(12) of the Companies Act, 2013.

Secretarial Audit

Pursuant to the provisions of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and
Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the Board of Directors as recommended by Audit Committee and subject to members approval at this AGM, recommended
appointment of M/s. Jinang Shah & Associates , Practicing Company Secretary (C.P No. 14215), as Secretarial Auditors of
Company for the term of 5 (five) consecutive years from 1st April, 2025 to 31st March, 2030.

Secretarial Audit Report for the financial year ended 31 March, 2025 issued by M/s. Jinang Shah & Associates , Practicing
Company Secretary (C.P No. 14215) in Form MR-3 forms part of this Report as “Annexure E “. There is one observation in
the Secretarial Audit Report for the period under review which is self-explanatory in nature.

INTERNAL FINANCIAL CONTROLS

The Company is having in place internal financial controls system. The internal financial controls with reference to financial
statements were adequate and operating effectively.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a vigil / whistle blower mechanism which provides a channel to any employer / director to report
to the Management concerns about unethical behavior, actual or suspected fraud or violation of code of conduct or policy.
The mechanism provides for adequate safeguards against victimisation of the whistle blower and also provides for direct
access to the Chairman & Managing Director /Chairperson of the Audit Committee in exceptional cases.

AUDITORS QUALIFICATIONS

The remarks, if any, either by the Statutory Auditors or by the Practising Company Secretary in their respective reports
are self explanatory. There are no qualifications or adverse remarks in the aforesaid reports.

RISK MANAGEMENT POLICY

The Company has formulated a Risk Assessment & Management Policy. The details of the Risk Management are covered
in the Corporate Governance Report.

MEETINGS OF THE BOARD

Nine meetings of the Board of Directors were held during the year. For further details please refer to the report on Corporate
Governance in this annual report.

PARTICULARS OF EMPLOYEES

Information pursuant to the provisions of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
the names and other particulars of employees is not provided as there are no employees drawing remuneration above the
prescribed limits.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 the Annual Return as on 31 March,
2025 will be available on the company's website
www.solid-stone.com

GENERAL

No disclosure or reporting is required of the following items as there were no transactions on these items during the year
under review.

(i) Issue of equity shares with differential rights as to dividend, voting or otherwise

(ii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

(iii) No significant or material order were passed by the Regulators or Courts or Tribunals which impact the going concern
status and Company's operations in future.

There were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal
Act, 2013) during the year under review.

APPRECIATION :

Your Directors wish to place on record their sincere appreciation for their continued support and co-operation received from
the Banks, Customers, Suppliers, Employees at all levels and Shareholders of the Company.

By Order of the Board of Directors

Milan B. Khakhar

Chairman & Managing Director
(DIN : 00394065)

Place : Mumbai
Date : 8th May, 2025


 
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